Corporate Governance

At PNC, we are committed to securing the trust of our stakeholders by managing our business with integrity, transparency and accountability. A strong foundation in governance helps drive our company’s success and positive reputation.

Corporate Governance Guidelines

The board of directors is committed to high ethical standards and has ultimate oversight of PNC’s strategy, including corporate responsibility issues that are material to our business.

PNC's Corporate Governance Guidelines address director and director candidate qualifications and responsibilities, as well as corporate governance policies and standards

Our board currently has five standing committees:

  • Audit
  • Nominating and Governance
  • Human Resources
  • Risk
  • Technology

Each of these committees meets on a regular basis. The board’s Executive Committee, which is composed of the CEO and the chairs of the committees, meets as needed and may act on behalf of the board between board meetings. In addition, the board has a Special Committee on Equity & Inclusion and a Compliance Subcommittee of the Risk Committee. Each board committee and subcommittee, other than the Executive Committee, performs an annual self-evaluation to assess its effectiveness and adherence to its charter duties.

For a complete list of our board committee memberships and structure, see Committee Composition.

For more information on our regularly reviewed governance processes and policies, read our Governance Documents

Our Approach to Corporate Responsibility

We’re committed to doing the right thing for our shareholders, customers, communities and employees.




Corporate Responsibility Oversight and Leadership

PNC’s board of directors is deeply committed to corporate responsibility and maintains ultimate oversight of the company’s strategy. Our chief corporate responsibility officer (CCRO) – a member of the Executive Committee – leads the Corporate Responsibility Group (CRG), which includes Community Development Banking; the PNC Foundation and Community Affairs; Responsible Business Strategies; and Diversity & Inclusion. The Executive Committee executes responsible business strategies, recognizing the market-by-market complexities of operating a national franchise, and – with oversight by the board - approves any commitments, reports or disclosures related to corporate responsibility.

Enterprise Risk Management

PNC's Enterprise Risk Management (ERM) Framework provides PNC's executive management and the board of directors with a complete view of significant risks impacting our organization. The ERM Framework is aligned with prudential regulatory standards which set minimum expectations for the design and implementation of a risk-governance framework as well as the expectations set by senior and executive leadership and the Risk Committee of the board of directors. Within the ERM Framework's risk taxonomy, all risks are classified into eight categories: Credit Risk, Market Risk, Liquidity Risk, Operational Risks (comprised of 8 risk domains), Strategic Risk, Reputational Risk, Enterprise Risk and Conduct Risk.

Committee governance within the ERM Framework sets a structure to provide oversight for risk management activities at the board of directors, executive and business levels. The Risk Committee oversees and approves the ERM Framework, and oversees the processes we've established to identify, assess, monitor and report risks. Quarterly Enterprise Risk Reporting, provided to our Risk Committee, summarizes the enterprise risk profile — focusing on key current and emerging risks facing the company. PNC’s Corporate, Working and Transactional committees operate at the senior-management level and are designed to facilitate the review, evaluation, oversight and approval of key risk activities in support of the overall ERM Framework.

2022 PNC Corporate Responsibility Report

2022 Corporate Responsibility Report

Learn about PNC's progress toward our commitments to all of our stakeholders.

2022 Corporate Responsibility Report

Reputational Risk

We recognize the importance of building trust with all our stakeholders. We also recognize that our reputation is the first building block to fostering that trust. That is why we continuously enhance and evolve the Reputational Risk Framework to align with our strategic direction and priorities, while also evaluating our management capabilities for new and emerging risks. The Reputational Risk Working Group (RRWG), which supports the assessments and reporting of reputational risk to the Enterprise Risk Management Committee (ERMC), provides a forum to evaluate reputational risk exposure, shares insight across stakeholder groups and supports impacted lines of business on any actions that are needed to address related issues. The RRWG is led by ERM and includes representation from the corporate responsibility, compliance, human resources, legal, ethics, audit, investor relations and corporate communications functions.

To know more about our integrated approach to environmental and social risk management visit Environmental and Social Risk Management.