TheCorporateCounsel.net

As I noted around this time last year, the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), had selected PwC US to assist with developing a Corporate Governance Framework. The work has now been completed, and the result is a public exposure draft that has been published for public comment. The announcement of the Corporate Governance Framework notes:

The Corporate Governance Framework is designed to complement and align with COSO’s Internal Control (IC) and Enterprise Risk Management (ERM) frameworks. It incorporates global leading practices to help organizations enhance governance effectiveness, manage risks proactively, and create long-term value.

The 72-page public exposure draft contemplates a framework that is comprised of six components: (i) oversight; (ii) strategy; (iii) culture; (iv) people; (v) communication; and (vi) resilience. The conclusion states:

Corporate governance is not a static structure but a dynamic, evolving integrated system. When executed effectively, it enables strategy, fosters trust, supports resilience, and creates long-term value for shareholders and stakeholders alike. The integrated application of the six Components— Oversight, Strategy, Culture, People, Communication, and Resilience—provides a foundation for entities to strengthen corporate governance in both principle and practice. By aligning corporate governance with the realities of today’s complex business environment, entities can lead with purpose, respond with agility, and position themselves for success in achieving long-term value.

COSO has also posted some FAQs about the framework and the process. Comments are requested to be submitted or before 11:59 p.m. (ET) on July 11, 2025.

– Dave Lynn