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BOARD EFFECTIVENESS:

A survey of the C-suite

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Download the report

 * 85%
   
   of executives say their boards have a strong understanding of corporate
   strategy

 * 29%
   
   of executives rate their board’s overall performance as excellent or good

 * 89%
   
   of executives say one or more directors on their board should be replaced

 * 68%
   
   of executives trust their boards to effectively engage with shareholders





Driven largely by market forces, business is in a third great wave of corporate
governance evolution. This follows significant changes brought about over the
last twenty years by the Sarbanes-Oxley and Dodd-Frank Acts. This current wave
is driving the modernization of long-standing governance practices, impacting
how boards fulfill their decision making and oversight responsibilities. But the
changes are also surfacing conflicts and discontent. 

To explore how executives perceive board performance, PwC and The Conference
Board conducted our third annual survey of more than 600 public company C-suite
executives in the fall of 2022. This survey was augmented by a series of
executive interviews to gain qualitative insights.


Download full report


BOARD EFFECTIVENESS

With companies facing new and rapidly evolving strategic challenges and business
risks, today’s board oversight responsibilities extend well beyond traditional
areas. This expansion may be impacting management’s perception of board
effectiveness.

Boards continue to perform well in the traditional areas of oversight like
corporate strategy. But companies are revisiting and revising their strategies
to address the digital and sustainability transformations for their industries
and firms. Board efficacy in these other areas of oversight has room to improve.

DIRECTORS’ GRASP ON KEY AREAS OF OVERSIGHT IS MIXED

PERCENTAGE OF EXECUTIVES WHO SAY THEIR DIRECTORS UNDERSTAND THESE KEY OVERSIGHT
AREAS SOMEWHAT OR VERY WELL





BOARD COMPOSITION

EXECUTIVES ARE KEEN ON REFRESHING THEIR BOARDS

Board refreshment is more than just bringing fresh perspectives into the
boardroom. If done effectively, it means evaluating and aligning the mix of
director experience, skills and backgrounds needed to add value to the board’s
oversight of the company in the coming years. Consistent with last year’s
survey, 89% of executives suggest that at least one of their directors should be
replaced. Strikingly, 41% of executives suggest that more than two should be
replaced.





BOARD ENGAGEMENT

EXECUTIVES SAY THEIR BOARDS ARE OPERATING AT THE RIGHT LEVEL. BUT QUESTION
WHETHER THEY ARE BEING EFFECTIVELY CHALLENGED.



The dramatic increase in executives who say the board is not overstepping its
role may reflect management’s appreciation for the board’s increased workload
and scope of responsibilities due to heightened investor and constituency
expectations, increased regulatory requirements, and an increase in the number
and complexity of areas of board oversight. At the same time, the board’s
increased remit may result in the board not having the time or knowledge to
challenge management as effectively as in the past.





STAKEHOLDER ENGAGEMENT

ONE BOARD, MANY STAKEHOLDERS – ENGAGING AND BUILDING TRUST

Not long ago, boards had relatively little engagement with shareholders. As the
frequency of director engagements with investors has grown in recent years, so
have demands. The bottom line has remained constant: Effective engagement is
built on understanding and trust. But management’s view of director engagement
with shareholders reveals disconnects:






CONCLUSION: A WAY FORWARD

Effective corporate governance requires that management and boards develop new
ways of working as the business landscape continues to shift. In the final
analysis, executives believe their boards are doing “okay,” but there is room to
do better. Improving the board’s mix of skills, knowledge, experience, diversity
and backgrounds to align more closely with the company’s strategic direction can
enhance board effectiveness. Getting back to some of the basics and focusing on
foundational governance can boost overall effectiveness even as boards seek ways
to better address today’s and tomorrow’s challenges. Management must support the
board, fully joining the directors in that evolutionary journey.


ABOUT THE SURVEY

PwC and The Conference Board’s study, Board Effectiveness: A survey of the
C-suite, gauges the perception that C-suite executives at public companies
across the US have related to the performance of their boards of directors. In
2022, 601 executives participated in our survey. The respondents represent a
cross-section of senior executives from over a dozen industries, the majority of
whom help to lead companies with revenues of more than $1 billion.


Download the report





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CONTACT US

Maria Castañón Moats

Leader, Governance Insights Center, PwC US

Email

Paul DeNicola

Principal, Governance Insights Center, PwC US

Email

Carin Robinson

Director, Governance Insights Center, PwC US

Email

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