PNC’s corporate governance structure assists the Board of Directors in overseeing PNC’s business and in fulfilling the Board’s fiduciary duties.
The Board supports a governance structure that is appropriate for PNC’s business and strategic objectives, transparent to the public and PNC’s stakeholders, and flexible enough to accommodate a dynamic environment.
We regularly review and enhance our governance processes and policies. To help convey this philosophy, the Board has adopted and disclosed corporate governance guidelines, as well as policies on director and executive stock ownership.
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In accordance with these guidelines:
The corporate governance guidelines outline the annual director assessment process, which includes an evaluation of independence, as well as a consideration of diversity, age, skills and experience in the context of the Board’s current needs, meeting attendance and participation, and the value of a director’s contributions to the Board and its committees. Under the above guidelines, the Board has appointed a lead independent director and determined that all of our directors are independent under applicable rules with the exception of our chairman and CEO.
Through application of our Board-approved criteria, the Board is composed of directors possessing a broad range of skills, experience and personal characteristics that result in a diverse Board of Directors.
Our Board has four standing committees that meet on a regular basis: Audit, Nominating and Governance, Personnel and Compensation, and Risk.
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We have a standing Executive Committee that meets, if needed, to act on behalf of our Board. We also have a Technology Subcommittee of our Risk Committee to facilitate Board-level oversight responsibilities with respect to technology risk, technology risk management, cybersecurity, information security, business continuity and significant technology initiatives and programs. Furthermore, we have created a Special Compliance Committee to assist the Board in its oversight and reporting responsibilities under a regulatory consent order.
In 2016, PNC held 13 Board meetings. PNC also held regular meetings for its Audit, Nominating and Governance, Personnel and Compensation, Risk, and Special Compliance committees, as well as its Technology Subcommittee. The Executive Committee did not meet in 2016. Each director attended at least 75 percent of the total meetings held by the Board and the committees and subcommittees on which he or she served.
To succeed in a highly competitive environment, PNC must attract, motivate, retain and reward employees who are crucial to our business success. We believe that we have designed an effective and balanced compensation program that is aligned with our risk management standards.
The Board’s Personnel and Compensation Committee, composed entirely of independent directors, maintains clear independence from management when evaluating the executive compensation program and making compensation decisions. We strive to make public disclosure of our executive compensation program and make decisions clear and understandable.
PNC’s executive compensation philosophy is based on a few core principles:
Recognizing the value and impact of sustainable business practices, PNC’s Board of Directors has oversight of the company’s CSR program and regularly discusses related initiatives, as well as risks and opportunities. The Board of Directors receives annual environmental, social and governance updates, including those on the PNC Foundation, talent and diversity, cybersecurity, political contributions, environmental lending practices and the Community Reinvestment Act.
Recognizing the value and impact of sustainable business practices, PNC's Board of Directors has oversight of our Corporate Social Responsibility (CSR) program and regularly discusses related initiatives, risks and opportunities.
On Nov. 4, PNC hosted the Pittsburgh chapter of 2020 Women on Boards for a workshop that included a panel discussion moderated by Chief Diversity Officer Marsha Jones.
According to PNC General Counsel Greg Jordan, who served as a panelist alongside PNC Board members Kay Coles James and Marjorie Rodgers Cheshire, “Women in leadership are integral to successful corporate governance, and this is a matter of commitment for PNC. Today, we have more women serving on our Board and more women on our Executive Committee than at any other point in our company’s history. But like institutions across the country, we have more work to do in the area of gender diversity. So we were delighted to host a workshop offering exposure to local CEOs and board directors, as well as networking and leadership development opportunities, to better position participants for board service.”
While PNC has not adopted minimum qualifications for its directors, we have Board-approved criteria which are considered in identifying individuals who are qualified to become Board members. Through application of these criteria, the Board is composed of directors possessing a broad range of skills, experience and personal characteristics that result in a diverse Board of Directors.
On November 4, PNC hosted the Pittsburgh chapter of 2020 Women on Boards for a workshop that included a panel discussion moderated by Chief Diversity Officer Marsha Jones.
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