Corporate Governance

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.

Corporate Responsibility Oversight and Leadership
The full board continues to have ultimate oversight of PNC’s strategy, including the risks and opportunities related to ESG matters. Directors review this strategy annually and receive an ESG update at least quarterly, and every board committee now has specific responsibility for the ESG issues within its purview. For example, the board’s Risk Committee has explicit oversight of climate-related risks, our Special Committee on Equity & Inclusion has oversight of social justice and economic empowerment efforts and provides governance and oversight of our Community Benefits Plan, and our Audit Committee oversees PNC’s environmental and social disclosures.

Board Diversity and Engagement

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.

Our board currently has five standing committees. Four of these committees — Audit, Nominating and Governance, Human Resources, and Risk — meet on a regular basis. The Executive Committee meets as needed and may act on behalf of the board between board meetings. In addition, the board has a Technology Committee, a Special Committee on Equity & Inclusion and a Compliance Subcommittee of the Risk Committee.