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. Our corporate governance guidelines can be found at pnc.com/ corporategovernance. In accordance with these guidelines:
- At least two-thirds of directors meet the New York Stock Exchange criteria for independence
- Directors meet regularly without management present
- A director must promptly tender a resignation if he or she does not receive a majority of the votes cast at a meeting for the uncontested election of directors
- Directors have unrestricted access to PNC employees
- The board is responsible for oversight of PNC’s policies, programs and strategies regarding significant CSR issues
- Stakeholders receive information on how they can communicate with the Board
- Shareholders receive information on how they can provide director candidates to the Nominating and Governance Committee for consideration
- Each board committee has a written charter of responsibilities
- The board evaluates its performance at least annually
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. The corporate governance guidelines outline the annual director assessment process, which includes an evaluation of independence, as well as a consideration of the skills, qualifications and experience of the board.
While PNC has not adopted specific minimum qualifications for its directors, several board-approved criteria are considered when evaluating each director, as well as new candidates for nomination to the board.
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.
Our board has four standing committees that meet on a regular basis: Audit, Nominating and Governance, Personnel and Compensation, and Risk.
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. We also have a Compliance Subcommittee of our Risk Committee to facilitate board-level oversight of compliance risk, significant compliance-related initiatives and programs, and the maintenance of a strong compliance risk management culture.
In 2017, PNC held 11 board meetings. PNC also held regular meetings for its Audit, Nominating and Governance, Personnel and Compensation, and Risk committees, as well as its Technology and Compliance Subcommittees. The Executive Committee did not meet in 2017. 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.
Executive Compensation Philosophy
To succeed in a highly competitive environment, PNC must attract, motivate, retain and reward employees who are crucial to our business success. 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 make public disclosure of and decisions regarding our executive compensation program clear and understandable. PNC’s executive compensation philosophy is based on a few core principles:
- Provide appropriate compensation for demonstrated performance across the enterprise
- Align executive compensation with long-term shareholder value creation
- Provide competitive compensation opportunities to attract, retain and motivate high quality executives
- Encourage focus on the long-term success of PNC and discourage excessive risk-taking
2020 Women on Boards
In November 2017, PNC joined organizations around the country for the annual National Conversation on Board Diversity, an event in which senior executives explore the impact of gender diversity in nonprofit and corporate boardrooms. The event is organized by 2020 Women on Boards, a campaign established in 2010 to increase the percentage of women serving on U.S. company boards to 20 percent or greater by 2020.
The Pittsburgh chapter of 2020 Women on Boards engaged PNC to offer a workshop that would provide women with advice and feedback on the skills they need to become board-ready. This workshop featured a panel moderated by PNC Chief Diversity Officer Marsha Jones, who led a discussion with PNC panelists, including two board members, the company’s head of Retail Distribution, and the company’s general counsel and chief administrative officer.
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.
Corporate Social Responsibility (CSR) Board Oversight
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.
Did You Know?
In 2017, PNC’s corporate governance guidelines were expanded to include a provision that the Board is responsible for overseeing PNC’s most important CSR policies, programs and strategies.
Our Board-Approved Criteria Include:
- A sustained record of high achievement in financial services, business, industry, government, academia, the professions or civic, charitable or nonprofit organizations
- Manifest competence and integrity
- A strong commitment to the ethical and diligent pursuit of shareholders’ best interests
- The strength of character necessary to challenge management’s recommendations and actions, when appropriate, and to confirm the adequacy and completeness of management’s responses to such challenges
- The board’s strong desire to maintain its diversity in terms of race and gender
- Personal qualities that will help to sustain an atmosphere of mutual respect and collegiality among the members of the board
- Diversity of perspective, experience, knowledge, education, age and skills
- A director’s meeting attendance and participation, as well as his or her value to the board and its committees and to the board’s current needs
While PNC has not adopted minimum qualifications for its directors, we have Board-approved criteria which are considered evaluating each director, as well as new candidates for nomination to the Board. 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.
Corporate Awards & Recognition
- World's Most Admired Companies, FORTUNE magazine (2018)
- 100 Most Sustainable Companies, Barron’s (2018)
- Most Admired for HR, Human Resource Executive magazine (2018)
- J.D. Power 2017 National Bank Satisfaction StudySM (First-Place Ranking)
- Forbes Global 2000, Forbes magazine (2017)
Employer of Choice
- Great Workplace Award for Employee Engagement, Gallup (2017)
- 50 Happiest Companies in America, CareerBliss (2017)
Diversity & Inclusion
- A. Leon Higginbotham Corporate Leadership Award, The Lawyers’ Committee For Civil Rights Under Law (2018)
- 50 Best Companies for Diversity for 2018, BLACK ENTERPRISE (2018)
- Best Companies to Work for Women, WOMEN'S CHOICE AWARD® (2018)
- Best Companies to Work for Multicultural Women, WOMEN'S CHOICE AWARD® (2018)
- Top Financial Companies, Professional Woman’s magazine (2018)
- Top 1000 Company Worldwide for Millennial Women, Mogul (2018)
- 50 Best Places to Work for New Dads, Fatherly (2018)
- Financial Services Gender-Equality Index (BFGEI), Bloomberg (2018)
- Top 50 Employers, CAREERS & the disABLED magazine (2018)
- Best Places to Work for LGBT Equality, Human Rights Campaign (2018)
- 2018 Best-of-the-Best Corporation for Inclusion, National LGBT Chamber of Commerce/National Business Inclusion Consortium (2018)
- Top LGBT Friendly, Black EOE Journal (BEOEJ) (2018)
- Top Employer, Black EOE Journal (BEOEJ) (2018)
- Top Supplier Diversity Programs, Black EOE Journal (BEOEJ) (2018)
- Top Financial/Banking Companies, Hispanic Network magazine (2018)
- Best Places for Women & Diverse Managers to Work, Diversity MBA Magazine's 50 Out Front Companies for Diversity Leadership (2017)
- Top 50 Companies for Executive Women, National Association for Female Executives (2017)
- Top Diversity Employer, Professional Woman's Magazine (2017)
- The Most Powerful Women in Banking, American Banker (2017)
- Best of the Best for Top Disability-Friendly Companies, DIVERSEability magazine (2017)
- 100 Best Companies for Working Mothers, Working Mother magazine (2017)
- Top Corporation for Disability-Owned Businesses, US Business Leadership Network (2017)
- Diversity Leader Award, Diversity Journal (2017)
Military & Veteran Support
- Best of the Best Top Veteran-Friendly Companies, U.S. Veterans Magazine (2018)
- 2017 Best Corporations for Veterans Business Enterprises, National Veteran Owned Business Association (2017)
- Sponsor of the Year, Guardian Angels Medical Service Dogs, Inc. (2017)
- Employee Business Resource Group Exemplar Award, Vibrant Pittsburgh (2017)
- Spotlight Impact Award, PRISM (2017)
- Outstanding Community Reinvestment Act Rating
- Corporate Social Responsibility Leadership Award, Financial Services Roundtable (2017)
- Corporate Citizenship Award, Pittsburgh Business Times (2017)
- Leader in Climate Disclosure, Carbon Disclosure Project (2017)