PwC Annual Corporate Directors Survey Finds Directors More Critical of Their Peers' Performance

ACDS research also finds directors face impediments to replacing underperforming colleagues

Sep 04, 2013, 09:00 ET from PwC US

NEW YORK, Sept. 4, 2013 /PRNewswire/ -- Concerns among directors about board composition and peer performance are among the key issues cited by respondents to PwC US's 2013 Annual Corporate Directors Survey. Corporate governance continues to evolve at a rapid pace, propelling directors to take on expanded roles and responsibilities to meet increasing expectations and stakeholder demands.

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In today's release, PwC provides an inside look at specific details in the core areas of board composition, structure and performance. 934 public company directors responded to the survey, conducted in the summer of 2013. Of those, 70% serve on the boards of companies with more than $1 billion in annual revenue.

"Today's world of corporate governance is impacting boardroom dynamics, prompting corporate directors to reflect on the primary motivation behind their board service," said Mary Ann Cloyd, Leader of PwC's Center for Board Governance. "At the same time, directors are even more critical of their fellow directors than last year and take great care in evaluating and acting on board performance."

Key survey findings include:

  • What is so great about serving on a board? Board service is not driven by money or ego. More than half of directors (54%) say that their primary motivation for sitting on a corporate board is intellectual stimulation; 22% see board service as a way to keep engaged; and 17% indicate they simply want to give something back. Remuneration is low on the list. 
  • How are my fellow directors doing? Directors are becoming more critical of their fellow directors. Thirty-five percent now say someone on their board should be replaced (compared to 31% in 2012). The top three reasons cited are diminished performance because of aging, a lack of the required expertise and lack of preparation for meetings.
  • Replacing directors—and the impediments to doing so. Replacing a fellow board member can be difficult; nearly half of directors (48%) cite impediments to doing so.  The top reason given, and cited nearly twice as often as any other factor, demonstrates the importance of board leadership. Specifically, the directors said that board leadership is uncomfortable addressing the issue.
  • Sensitivity to shareholder voting. Directors are less sensitive to negative shareholder voting in director elections than they were last year. In 2012, 59% said they would be concerned about re-nomination of a fellow director if he or she received less than 75% favorable shareholder support. However, this year the number dropped to 51%. 

For more information or to download all survey findings on board composition, structure and performance, please visit

Additional survey data on the following topics will be available from PwC US as follows:

  • September 10, 2013—Information Technology
  • September 12, 2013—Executive Compensation and Stakeholder Communications
  • September 18, 2013—Strategy, Risk Management and the Regulatory and Governance Environment; as well as launch of the complete 2013 survey results

About PwC's Center for Board Governance

PwC's Center for Board Governance is a leading resource for directors. By promoting leading governance practices, the Center advances excellence in the boardroom and is dedicated to better enabling boards and audit committees to perform their important roles. To provide timely updates to board members, the Center publishes the Annual Corporate Directors Survey, monthly BoardroomDirect, and offers forums for directors to discuss current issues.

For more information, please visit

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