University of Tennessee

U.S. Companies Miss Mark on Corporate Governance

December 11, 2019

The Institute of Internal Auditors (IIA) and the University of Tennessee, Knoxville’s Neel Corporate Governance Center today unveiled a comprehensive annual index that, for the first time, measures the quality of corporate governance among publicly held companies in the United States. The results may not offer much comfort to organizations, investors or the public.

The inaugural American Corporate Governance Index (ACGI) graded U.S. companies overall with a C+, reflecting weaknesses over a broad range of basic corporate governance principles and suggesting that many companies’ systems of corporate governance are inadequate. Only 16 percent of companies included in the review received a score of A- or better (90 or above) while 1 in 10 scored an F (below 60).

“While there are many measures of business and economic health, such as securities-related indices, the IIA-UT American Corporate Governance Index is the first to truly probe and grade core actions and responsibilities that are crucial to successful, ethical and sustainable organizational practices among American businesses,” said IIA President and CEO Richard F. Chambers.

The ACGI scores corporate performance using eight key “Guiding Principles of Corporate Governance.” Like the Index, these principles were developed in partnership between The IIA and the Neel Corporate Governance Center at UT’s Haslam College of Business. The principles are based on a compendium of guidance and principles advanced by experts in the field, including the National Association of Corporate Directors (NACD), the New York Stock Exchange, the Business Roundtable and others.

The index is calculated using responses to a principles-based governance survey of chief audit executives (CAEs) at companies listed on U.S. stock exchanges. CAEs are uniquely positioned to provide an independent, objective and enterprise-wide perspective of the organization.

In gauging the extent to which companies are effectively achieving each of the guiding principles, the ACGI found:

  • The worst performance among the eight principles was a C- for Principle 8, which calls for companies to regularly evaluate their full system of corporate governance and to commit to addressing deficiencies in a timely manner. The majority of respondents reported no formal mechanism for monitoring or evaluating overall corporate governance.
  • The second lowest-scoring principle, rating only a C, was Principle 4, which deals with boards ensuring that companies maintain sustainable strategies focused on long-term performance and value. Survey respondents said they lacked confidence in their company’s ability to do so.

Other key ACGI findings gleaned from analysis of elements examined in the principles:

  • Many companies are willing to sacrifice long-term strategy in favor of short-term interests.
  • More than one-third of corporate board members are not willing to offer contrary opinions or push back against the CEO.
  • Corporate boards fail to verify the accuracy of information they receive.
  • Independent boards drive stronger governance. 
  • Companies are vulnerable to corporate governance weaknesses or failures.
  • Regulation does not correlate with stronger governance. 

“Corporate governance does not allow for a one-size-fits-all approach, and companies will need to find their own best practices based on their age, size and complexity,” Terry L. Neal, director of corporate governance at the Neel Center, said. “The ACGI allows us to benchmark companies’ corporate governance health, not just in the boardroom or C-suite, but throughout the organization. Our results suggest that many companies are not consciously talking about or evaluating corporate governance. We hope this index gets that conversation started.”

Visit here ( for a full copy of the American Corporate Governance Index, including the Guiding Principles of Corporate Governance.


Contact: John Babinchak (407-937-1240/407-325-5560,

Suzanne Dawson (646-941-9140,


About The Institute of Internal Auditors

The Institute of Internal Auditors (IIA) is the internal audit profession’s most widely recognized advocate, educator and provider of standards, guidance and certifications. Established in 1941, The IIA today has more than 200,000 members from more than 170 countries and territories. The IIA’s global headquarters are located in Lake Mary, FL. For more information, visit or


About the Neel Corporate Governance Center

The Neel Corporate Governance Center at the University of Tennessee, Knoxville’s Haslam College of Business was founded in 2003 following the wake of corporate scandals that preceded the Sarbanes-Oxley Act of 2002. Its mission is to conduct and disseminate nationally recognized research on corporate governance with a focus on public policy.