Corporate Governance

Corporate Governance Guidelines

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.

Our 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.The full board oversees such matters directly, informed by each committee’s oversight of the corporate responsibility matters within its purview, as set forth in their respective committee charters.

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 six standing committees:

  • Audit
  • Corporate Responsibility (formerly the Special Committee on Equity and Inclusion)
  • Human Resources
  • Nominating and Governance
  • Risk
  • Technology

The board’s Executive Committee, which is composed of the CEO and the chairs of the Audit, Human Resources, Nominating and Governance, and Risk Committees, meets as needed and may act on behalf of the board between board meetings. Each board committee, other than the Executive Committee, performs an annual self-evaluation to assess 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

Doing Right is a Brilliant Way To Do Business

PNC’s success is dependent upon our ability to create long-term value for our stakeholders. Our steadfast focus on smart risk management and relationship-based customer service builds the foundation to engage deeply and meaningfully across our stakeholder groups.

Managing Responsibly
Delivering for our Stakeholders
Building a Sustainable Future
2023 PNC Corporate Responsibility Report

2024 Corporate Responsibility Report

Learn about PNC’s steadfast commitment to being a responsible company and good neighbor.

2024 Corporate Responsibility Report

Corporate Responsibility Oversight and Leadership

The Corporate Responsibility Committee of the PNC Board of Directors convenes regularly and reports to the full board regarding its activities at each quarterly board meeting. The full board reviews PNC’s corporate responsibility strategic plan annually and receives updates on corporate responsibility matters at least quarterly, and provides guidance to management with respect to such matters. The Risk Committee also receives regular reports from management on climate-related risks.

At the management level, the Responsible Business Strategies Committee (RBSC) reports to the Management Executive Committee. The RBSC’s responsibilities include reviewing, challenging and/or approving voluntary disclosures, new commitments, new signatory relationships and select attestations by, or on behalf of, the Corporate Responsibility Group.

The Climate Risk Working Group includes members across lines of business,  and provides input into the tactical integration of climate-related risks into our Enterprise Risk Management (ERM) Framework. The Climate Risk Working Group provides a forum for the discussion of enterprise-wide activities to identify, monitor, manage and report on climate-related risks and concerns.

The Enterprise Risk Management Committee (ERMC) oversees the first and second lines of defense risk committees, including climate related risks owned by the business lines. The Independent Risk Management (IRM) Climate Risk Working Group supports the management-level committees. Members are accountable for driving the incorporation of climate risk within their individual risk areas. It includes senior risk leaders across IRM with the purpose to support the Climate Risk Working Group objectives.

Enterprise Risk Management

We manage risk by considering our risk appetite to optimize long-term shareholder value while supporting our employees, customers and communities. PNC’s Enterprise Risk Management (ERM) Framework, which consists of seven core components, sets the standard by which PNC will identify, assess, monitor and report known organizational risks in the pursuit of our business strategies. This framework provides PNC’s executive leadership and board of directors with assessments on our ability to manage significant risks for the organization and remain within PNC’s risk appetite. 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 based on the following seven categories:

  • Credit Risk
  • Market Risk
  • Liquidity Risk
  • Operational Risk (comprising eight risk domains)
  • Strategic Risk
  • Reputational Risk
  • Conduct Risk

Committee governance within the ERM Framework sets a structure to provide oversight for risk management activities at the board of directors, executive, corporate and business levels.

The Risk Committee of the board (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 the Risk Committee, summarizes the enterprise risk profile — focusing on PNC’s ability to manage significant risks, anticipate and control emerging risks, and stay within our desired residual risk and risk appetite. PNC’s corporate, working and transactional committees operate at the senior management level, and facilitate the review, evaluation, oversight and approval of key risk activities to support the overall ERM Framework.

PNC continuously enhances the ERM Framework to adapt to new and emerging risks and to account for the growth in size and complexity of the organization. This includes the incorporation of climate-related risks into the ERM Framework and the consideration of financial or operational risks arising from new or expanded products and services.