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Our senior management team, under the oversight of our Board of Directors, develops and oversees the execution of our strategy. The board-adopted corporate governance guidelines and committee charters are transparent to the public and our stakeholders, and are flexible enough to accommodate a changing environment.
As part of these guidelines, at least two-thirds of PNC’s directors should be independent and the board should have a lead independent director. PNC adheres to these guidelines, and all of our directors, with the exception of our chairman and CEO, are independent.
Our governance processes and policies, which can be found at pnc.com/corporategovernance, are regularly reviewed. The board has also adopted policies on director and executive stock ownership, and has formal documented oversight of PNC's corporate social responsibility strategy.
In 2018, we held 10 board meetings, in addition to regular meetings of the Audit, Nominating and Governance, Personnel and Compensation and Risk committees, and the Technology and Compliance subcommittees of the Risk Committee.
Each director attended at least 75% of the total number of board meetings and committees on which he or she served. The average attendance of all directors at board and applicable committee meetings was over 98%.
PNC's Board of Directors has formal oversight of corporate social responsibility and regularly reviews policies, programs and strategies that are foundational to PNC’s CSR program. In addition, it receives a formal CSR update annually and provides guidance to management with respect to these matters, all in accordance with PNC’s corporate governance guidelines, which are available at pnc.com/corporategovernance.
PNC recognizes that diverse boards lead to better decisions and outcomes for our diverse employees, customers and communities. The board's Nominating and Governance Committee evaluates potential directors for demographic, cognitive, gender and ethnic diversity, as well as breadth of backgrounds, skills and experience. Because certain criteria might unnecessarily limit the diversity of the candidate pool, individuals are not required to have previous experience as a chief executive officer or a board member of a public company. In 2018, the committee worked with a third-party search firm to develop a diverse pool of director candidates. As a result of our work with this firm, along with our ongoing efforts to enhance the board’s gender and racial diversity, one-third of PNC's independent directors are women and one-fourth bring racial/ethnic diversity to the board*.
PNC's Executive Committee is heavily engaged in the company's ESG commitment. Select members meet with the Corporate Social Responsibility team quarterly to review progress against key objectives and to discuss challenges and opportunities.
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