Structure & Governance

Corporate Governance Overview

At P&G, our Purpose, Values, and Principles (PVPs) are the foundation of everything we do – this includes Corporate Governance. Corporate Governance is how the management, shareholders and Board of Directors ensure all investors—both shareholders and creditors—are protected against managers acting solely in their best interest.

Our governance consists of laws, policies, procedures and practices that protect the well-being of P&G. The policies, procedures and practices in this section demonstrate how seriously we take corporate governance. Our management acts as long-term investors because they, like most P&G employees at all levels, are in fact long-term investors.

Employees are long-term investors

In 1887, before P&G was even a publicly traded company, William Cooper Procter introduced a profit-sharing program for employees. At the time, he said, “We should let the employees share in the firm’s earnings. That will give them an incentive to increase earnings.” He revised that program in 1903 to have the profit sharing be awarded in the form of actual P&G stock. He reasoned that as employees became stockholders, their economic interests and those of the Company would be bound more closely together.

That program still exists today, with a large part of each U.S. employee’s retirement consisting of P&G stock. Additionally, virtually all employees own P&G stock or stock rights via various investment programs. Because of this, employees’ economic interests are aligned with the Company.

Our Executive Share Ownership Program requires senior executives to own shares of company stock and/or restricted stock units valued at eight times base salary for the CEO, and five times base salary for the other senior executives. Non-employee directors must own company stock and/or restricted stock units worth six times their annual cash retainer. These compensation programs help to ensure the alignment of the interests of our senior executives and directors with shareholders.

A foundation of integrity

P&G has a strong history of operating with integrity throughout the company—at all levels, in all countries, both internally and externally. Our actions and the actions of all our employees are governed by our Purpose, Values and Principles. The basis for every decision we make at P&G can be found in our Purpose, Values and Principles—our PVPs. The clarity and constancy of the Company’s PVPs is the one factor above all others that has driven the Company’s growth over generations. Our commitment to operate responsibly is reflected in the steps we have in place to ensure rigorous financial discipline and Corporate Governance.

We have an active, capable and diligent Board of Directors that meets the required standards of independence, with members who understand their role in providing strong Corporate Governance. Our Audit Committee is composed exclusively of independent directors with significant financial knowledge and experience. The Audit Committee also meets regularly in private session with the Company’s independent auditors, Deloitte & Touche LLP.
We maintain a strong internal control environment. Our rigorous business process controls include written policies and procedures, segregation of duties and the careful selection and development of employees. The system is designed to provide reasonable assurance that transactions are executed as authorized and appropriately recorded, that assets are safeguarded and that accounting records are sufficiently reliable to permit the preparation of financial statements conforming in all material respects with accounting principles generally accepted in the United States. We monitor these internal controls through an ongoing program of audit self-assessment and internal and external audits.
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed is recorded, processed, summarized and reported in a timely and accurate manner. Our Disclosure Committee is comprised of senior-level executives responsible for evaluating disclosure implications of significant business activities and events.
We execute financial stewardship by maintaining specific programs and activities to ensure that employees understand their fiduciary responsibilities to shareholders. This ongoing effort encompasses financial discipline in strategic and daily business decisions and brings particular focus to maintaining accurate financial reporting and effective controls. In addition, our Global Leadership Council is actively involved in rigorous oversight of the business.
We reinforce key employee responsibilities through the Company’s Worldwide Business Conduct, which details management’s and the Board of Directors’ commitment to conduct the Company’s business affairs with high ethical standards. Every employee is required to be trained on the Company’s Worldwide Business Conduct Manual, and every employee is held personally accountable for compliance. Portions of the Worldwide Business Conduct Manual comprise P&G’s Code of Ethics for SEC and New York Stock Exchange Regulatory Purposes, as further described in the Manual.

Doing what's right

Our reputation is earned by our conduct. What we say, what we do, the products we make, the services we provide and the way we act define us as a company. As conscientious citizens and employees, we only want to do what’s right. As a global leader, this is the only way to do business.