Boardroom Insight

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COSO releases draft of new corporate governance framework

COSO, a nonprofit organization that develops business best practices, has published the draft of a new corporate governance guide.

COSO is backed by five major accounting industry associations. It drafted the new guide through a partnership with NACD, the largest association of board directors in the U.S. PwC was the lead author of the document.

The publication of the Corporate Governance Framework, as the new guide is known, is notable partly because COSO doesn’t release best practice frameworks very often. The nearly 40-year-old organization released its previous two frameworks in 1992 and 2004, respectively. Those documents contain guidelines for addressing corporate risks. Both have been widely adopted by executives at publicly-traded companies.

The new Corporate Governance Framework runs for 73 pages in its current draft form. It includes best practices for how to run a company in a manner that maximizes shareholder value and complies with regulations. According to COSO, it’s mainly geared towards publicly-traded companies in the U.S. However, the organization believes that the guidelines could also prove useful for privately-held businesses and international firms.  

COSO executive director and chair Lucia Wind

“Companies can utilize this framework in a variety of ways, including self-assessments, training and education or even maturity assessments,” Lucia Wind, COSO’s executive director and chair, told Boardroom Insight. “We encourage organizations and their boards of directors to review the framework and understand any gaps they may have at the principle level of each component of the framework.”

The document is organized into six main chapters: Oversight, Strategy, Culture, People, Communication and Resilience. Each chapter includes multiple best practice collections called principles. There are 24 principles in total. They cover a variety of topics ranging from the responsibilities of a company’s board to the steps that executives should take to ensure the accuracy of their business data. “The publication provides sample leading practices under each principle key to corporate governance, to help organizations identify and implement controls (points of focus) fit for their purpose,” Wind said.

Work on the Corporate Governance Framework began more than a year ago. During the initial research phase of the project, the authors reviewed existing corporate governance frameworks from around the world. They also collected input from COSO, NACD and PwC. Additional feedback was provided by a 19-person advisory council that included Big Four executives and other professionals.

COSO released the draft version of the Corporate Governance Framework as part of a call for public comment. The feedback submitted by interested parties will help shape the document finalization process. “Following the conclusion of the comment period on July 11, 2025, the team will carefully analyze all comments received and make any necessary updates to the draft publication,” Wind explained. “We anticipate the release of the final publication to be in the fall of 2025.”