Corporate Governance | Business Roundtable


  • General Inquiries
  • Mailing Address
    300 New Jersey Avenue, NW
    Suite 800
    Washington, D.C. 20001
  • Media Contact
    Rayna Farrell
    Director, Communications

Membership Contact
Marty Hall
Senior Vice President & Chief of Staff


What is Business Roundtable

Business Roundtable (BRT) is an association of chief executive officers of leading U.S. companies working to promote sound public policy and a thriving U.S. economy.

More Than Leaders. Leadership.

Business Roundtable is an association of chief executive officers of leading U.S. companies working to promote a thriving economy and expanded opportunity for all Americans through sound public policy.

About BRT

Principles of Corporate Governance

America's economy, workers and shareholders stand to benefit when U.S. public companies carry out the highest standards of governance. Business Roundtable promotes the best, modern governance practices that uphold the highest ethical standards and expand economic opportunity across the United States. These practices are detailed in the Roundtable flagship publication, Principles of Corporate Governance.

No one approach to corporate governance can serve all companies. Accordingly, the Principles are a guide to help each company develop the structures, practices and processes that are appropriate in light of its needs and circumstances.

Principles in the Spotlight

Guiding Principles

Business Roundtable supports the following guiding principles of corporate governance:

The Board

The Board oversees the CEO and senior management in operating the company's business and sets the "tone at the top" for ethical conduct.

Senior Management

Senior management develops and implements corporate strategy and operates the company's business under the board's oversight, with the goal of producing sustainable long-term value.

Effective Disclosures

Effective disclosures are the responsibility of management, under the oversight of the board and its audit committee. Financial statements must fairly present the company's financial condition and results of operations and make the timely disclosures investors need to assess the financial and business soundness and risks of the company.

The Audit Committee

The Audit Committee manages the relationship with the outside auditor, oversees the company's annual financial statement audit and internal control environment as well as the company's risk management and compliance programs.

Nominating / Corporate Governance Committee

The Nominating / Corporate Governance Committee plays a leadership role in shaping the corporate governance of the company, strives to build an engaged and diverse board whose composition is appropriate in light of the company's needs and actively conducts succession planning for the board.

Compensation Committee

The Compensation Committee develops an executive compensation philosophy, adopts and oversees the implementation of compensation policies that fit within its philosophy, designs compensation packages for the CEO and senior management to incentivize long-term value creation, as well as develops meaningful goals for performance-based compensation that support the company’s long-term value creation strategy.

Shareholder Engagement

Shareholder engagement on issues and concerns that are of widespread interest to shareholders and that impact the company's long-term value creation is appropriate for management and the board.

Long-Term Interests

Long-term interests should be the driving factor in board deliberations and may take account the interests of the company's constituencies, including stakeholders such as employees, customers, suppliers and the community in which the company does business — when doing so contributes in a direct and meaningful way to building long-term value creation.