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CORPORATE GOVERNANCE (GENERAL)

• Corporate Governance: What is it?
  * What is corporate governance? * What are corporate governance issues? * Where can I find a glossary of governance terms? *



• The Corporate Governance Movement
  * What is the corporate governance movement? * What are corporate governance codes? * What are corporate governance ratings? *



• The Role of the Board in Governance
  * What do corporate directors do? * What should boards do, as a matter of law? * ...as a matter of best practice? * Can boards delegate their duties to a board committee, or to management? *



• Governance of the Board

* What is the role of a board's governance committee? * What are corporate governance guidelines? *


• How Can I Get on a Board?

* How can I get on a board? *

AUDIT AND FINANCIAL

• Auditing, Accounting, and Finance: The Basics

* What is auditing—and what are internal and external auditors? * What is accounting? * What is finance? * What are financial statements, financial literacy, and financial expertise? *


• Audit Committee Fundamentals

* What is the difference between an audit committee and a finance committee? * Could you give me a sample audit committee charter? * Are audit committee members paid more than other committee members? * How can the audit committee and the board oversee legal compliance? *


• Audit Committee Listing Requirements

* What do the NYSE, NASDAQ, and Sarbanes-Oxley require with respect to the financial literacy and expertise of audit committee members? * What are the duties of an audit committee according to the NYSE? * ... according to the NASDAQ Stock Market? * Both NYSE and NASDAQ mention internal accounting controls. What are these, and how can audit committees oversee them? * NYSE requires audit committees to oversee risk management. How can they do this? *

COMPENSATION

• General Compensation Practices and the Compensation Committee

* What is compensation? * What is the corporate board's role in determining the compensation paid by a corporation? * What are some basic guidelines for compensation? * What are the duties of a corporate compensation committee? *


• Executive Compensation

* What are the main elements of compensation paid to CEOs and other senior executives? * What is the current level of CEO pay in large corporations? * What did the Disney case say about directors' duties with respect to executive compensation? *


• Director Compensation

* What are the main elements of pay awarded to corporate directors? * What are the trends in director pay in public companies? * ... in private companies? * ... in not-for-profit organizations? *

LIABILITY, RISK, AND INSURANCE

• Director Liability

* What are the basic duties of directors? Conversely, for what reasons might they be sued? * What is director liability under state law? * ... under federal law? * What guidance do recent legal cases give about red flags? *


• Risk Oversight

* What exactly is risk oversight? * What are the main financial risks a director should monitor? * What about aspects of risk that are not strictly financial or legal matters? *


• Ethics and Compliance

* What can a director do to ensure legal compliance? * What are the board's basic compliance system duties? * What are the basic features of a compliance system? * What are the basic features of an ethics system? *


• D&O Liability Insurance

* Do all directors need director and officer liability (D&O insurance), and if so, why? * What is the structure of a typical D&O insurance policy? * What are some examples of claims that might be made against a director or officer? * What are some common D&O insurance coverage exclusions? * What are some new trends in D&O insurance? * What guidance do you have on Side A coverage? * What guidance can you give on independent and/or personal director policies? *

LEADERSHIP AND EVALUATION

• Board Leadership

* Who leads the board of directors? * How common are these approaches to board leadership? * What are the pros and cons of each of these three approaches to board leadership? * What is a lead director? * What is the difference between a "lead director" and a "presiding director"—and what exactly is a presiding director? * What are the respective duties of a CEO, chair, and lead director? * Could you give a more detailed description of the board chair role? * ... of the lead director role? * Could you give a sample lead director job description? * How common are lead directors? * Are lead directors paid more than other directors? * Are lead directors recommended by governance experts? * What information does NACD have on board leadership in general? *


• Evaluation

CEO Evaluation: * What are some basic guidelines for CEO evaluation? * What kind of performance objectives should the board set for the CEO? * What process would you recommend for CEO evaluation? * How common is CEO evaluation? *

Board Evaluation: * Are boards required under any rules to evaluate themselves, and if so, what do the requirements say? * What about committee evaluation? Is this required anywhere? * How should boards evaluate themselves? * How common are full board, committee, and individual director evaluations? *


• CEO Succession and Board-Management Relations

* What is the role of the board in CEO succession? * What roles should the board, CEO, management, and shareholders play in CEO succession? * How can directors and managers ensure constructive board-management relations? *

CORPORATE PERFORMANCE AND STRATEGY

• Corporate Strategy

* What exactly is corporate strategy? * Why do directors care about strategy? * What is the board’s proper role in corporate strategy? * What is the legal basis for the director’s role in strategy? * How exactly can the board become engaged in corporate strategy, and what is the role of management and board committees? *


• Corporate Performance

* What is the board's role with respect to monitoring corporate performance? * What should the board ask the chief financial officer to report? * Could you provide any sample management presentations to the board? *

SPECIAL GOVERNANCE SECTORS

• Nonprofit Boards

* What are some key similarities and differences of governance in for-profit vs. nonprofit corporations? * What are some good governance practices for nonprofits? * What skills can for-profit executives bring to nonprofit boards? What skills can nonprofit executives bring for-profit boards? * What governance issues are of most concern to nonprofit directors today? * How does an individual protect himself or herself from the liability of serving on a not-for-profit board? * What resources does NACD offer on nonprofit governance? *


• Family and Closely Held Business Governance

* What is a family business? * How do family businesses typically evolve through generations? * What issues typically arise at each stage of the generational cycle, and how can families manage these issues? * What are the right reasons for maintaining a family business through generations? * When should a family seek help from outside the family through independent advisors or an advisory board? * What is the role of a statutory board in a family business? * How is strategic planning handled in a family business? * How are family employment and management succession handled in a family business? * What is the role of estate planning in a family business? * How are individual directors and the board evaluated in a family business? * How does Sarbanes-Oxley affect family businesses? * What education should family members receive, and from whom? *