	Wednesday, August 20, 2008

National Association of Corporate Directors

NACD's Customized, In-Boardroom Programs

Your board's resource for education, process development and evaluation services

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NACD's In-Boardroom Advisory Services put you in charge of enhancing your board’s effectiveness.

By designing an In-Boardroom program specific to your needs, NACD addresses the key issues facing your board today. Best of all, NACD conducts the program on the date and location of your choice. Programs may be held in conjunction with your board meeting or as a board retreat. In addition to explaining the latest governance regulations and reforms, an In-Boardroom program can guide your board towards improving performance and ensure that your entire board is receiving consistent, quality information.

In addition, many boards ask NACD to facilitate board evaluations as an integral part of a board’s continuous self-improvement process. NACD can work directly with management and your directors to conduct full board evaluations, committee evaluations, and director peer-evaluations. One of the most important benefits about NACD’s Board Evaluations is the flexibility to choose when, where, and how you want the evaluation process to take place. As a neutral party, NACD works with you to customize the assessment tool, facilitate the process, and provide the final results. NACD can also provide recommendations to improve board performance based on leading governance practices, research, governance guidelines, and peer comparison. For additional information: Click Here

NACD's Board Advisory Services are a cost effective and confidential way for your board, as a group, to review leading governance practices and enhance your current knowledge base. As a non-profit, independent organization, with 30 years of research on governance issues, NACD is an objective and essential resource for organizations in the ever-changing landscape of corporate governance.

ANNOUNCING! Three New Programs Introduced in June 2008....

One-Day Certificate Program
This condensed version of the NACD Director Professionalism^® course confers the Certificate of Director Education. This popular 2-day course frequently sells out in public forums. As an in-boardroom engagement, your directors can complete the program and receive the Certificate in just one day. This program is exclusively for NACD Corporate Board Members (for-profit, privately-held, or not-for-profit organizations). Participation by all directors for the full 8-hours is required. Selected members of senior management may also be included at the discretion of your board.

The Role of the Nominating & Governance Committee: Raising The Bar The Nominating & Governance Committee now has higher visibility since shareholders are asking: How are individual directors evaluated? How do they add value? What is the process that the committee follows in evaluating directors to present a slate for re-election? Nominating & Governance oversees the board, committee, director, and CEO evaluation process, and develops action steps based upon the results of the evaluations.

The challenge for the committee in the new governance environment is to focus on performance rather than mere compliance. The committee should have clear authority to shape board policy and structure by overseeing the Code of Conduct, governance practices, director recruitment, and aligning director skill sets with the strategy of the company.

Beneficial for both committee members and other directors, the program will assist the committee members to define their roles and help all board members fully understand the responsibilities and actions of the Nominating & Governance Committee.

The Current Governance Environment
The big story in governance nowadays is shareholder empowerment. Boards need to be more informed than ever on the legal, regulatory, political, and social factors that have combined to create both a challenge to navigate, and an opportunity to reach out to shareholders and create a balanced relationship.

Like it or not, the board is the focal point for these changes. We discuss CEO succession and the high rate of management turnover, and then focus on the increased workload of the board and the delegation of much of the new responsibilities to the standing committees.

In today's environment the board whose agenda doesn't read “Risk” does so at its peril. We discuss risk forecasting, the effect of new regulations following the credit crisis, and delineate the responsibilities of risk oversight by the board, and risk management, by the CEO and senior management. New sources of risk are discussed, which may be industry-specific, or across the board—the impact of a possible recession on the supply chain, delivery systems, and energy costs, for example. Stakeholder expectations surrounding “greening” will also be addressed.

Choosing a Program Right for You:

We realize that every board faces unique and specific challenges. With an NACD In-Boardroom program, you can tailor a program to discuss particular issues facing your board today. You can address a single topic in-depth or combine two or more of the topics listed below and decide how much time to dedicate to each (we recommend allowing two hours to address each topic).

The NACD Board Advisory Services staff will assist you through the planning process to ensure that your board gets the maximum benefit out of their In-Boardroom program. After you have chosen your topic and date, our staff will then select the NACD faculty member most appropriate for your specific topic.

Topics:

NACD’s In-Boardroom Programs are interactive and offer facilitation rather than a lecture. Our slides are used as a guide rather than a script to allow your board to be fully interactive in the sessions.

Role of the Board in Corporate Strategy
This program offers principles and leading practices for enhancing the board’s role as a strategic asset to the corporation. It is designed to help boards and CEOs become more engaged in corporate strategy and break down barriers to work more productively together.

Role of the Board in Risk Oversight
A practical guide to identifying and providing effective oversight for major types of corporate risk – fiscal, physical and informational – as well as best board practices for dealing with crises when they do occur.

Board Evaluation: Improving Director Effectiveness
This informative education program will demonstrate how directors, collectively and individually, can become and remain effective enhancers of corporate performance. NACD will also conduct board evaluations and facilitate the process. See Board Evaluation Services

CEO and Board Succession Planning
Explore examples of the best and the worst in succession planning. Find out what the key roles in succession planning are and who the players are. Identify a succession planning process that will work for your board.

Board Dynamics: Improving Communication and Decision Making
Discuss effective communication methods and processes that will help your board eliminate barriers to productivity and decision-making . Learn the most effective procedures for setting board agendas, communicating between meetings, and establishing expectations for director roles and responsibilities.

The Board's Role In Mergers & Acquisitions
This program focuses on the duties and responsibilities of board members in determining whether a merger or acquisition is in the best long-term interest of the shareholders and whether to recommend it for approval.

Current Environment Facing Directors Today
A timely update on the critical issues affecting directors and the work of the board. Includes current regulatory updates and benchmarking data from NACD’s most recent Public Company Governance Surveys. Keeps directors ahead of the curve.

Committee Specifics Topics:

Audit Committee: Improving Quality, Independence, and Performance
Ensure that you and your audit committee are completely up to speed on today's issues. Clearly define committee goals, processes and responsibilities. Examine the implications of new governance reforms from the SEC, NYSE and NASDAQ.

Effective Compensation Committees
Address planning issues, industry findings, and guidelines for determining the best board and executive compensation strategies. This program also provides in-depth guidance on the role of the compensation committee, leading practices, and the responsibilities of committee members.

Role of the Governance Committee: Raising The Bar
Investor confidence in board governance is putting more pressure than ever on boards with regard to director nominations. Explore how the Nominating and Governance Committee can raise the bar of board performance through effective oversight of the board's governance practices, code of ethics and the process for director recruitment and retention.

Not Sure Which Topics to Choose?

NACD has also developed several standard programs consisting of specific combinations of modules that work well together and address closely related topics. Examples:

Role of the Board in Corporate Strategy and Risk Oversight:
The interaction between these two topics provokes intense discussion regarding key issues, such as the relationship between the board and management. Even the most seasoned board will benefit from this program.

Current Environment for Committees
In addition to looking at the key committee roles and responsibilities, this program explores how the evolving environment – including regulatory and legal developments – will affect committee work now or in the near future.

Board Leadership
This program combines the Current Environment, Creating and Sustaining Board Value, Structure and Membership of Board Committees, and Fulfilling Fiduciary Duties as well as NACD survey data, to provide an excellent overview of leading practices and trends in corporate governance.

Scheduling:

NACD suggests booking programs three months or more prior to your desired meeting date in order to match the right faculty to your needs and ensure adequate development time. Recommendation: pre-plan a progressive annual board development program with NACD for best impact.

Sample Board Development Plan:
Goal: Eight hours annually for all directors

Year 1 - Director Professionalism^® provides a base line for leading practices. (8 hours, customized)
Year 2 – Customized program addressing the board’s engagement with management, i.e. Board’s Role in Risk and Strategy or CEO Succession Planning. (4 hours, or combine for 8 hours)
Year 3 & 4 – Key committee education/evaluation: Audit, Compensation, Nominating & Governance. (4 hours each)

Specialization:

For a modest daily development fee, our faculty is also available to review, analyze and incorporate your company's by-laws, charters or financial statements into the program – making it entirely unique for your board.

Faculty:

Our faculty are seasoned directors, CEOs or board advisors who are highly respected for their governance expertise. They are deeply experienced in corporate governance and bring years of insight and a refreshing objectivity to your problem solving. They can direct discussion without steering it, they can clarify without defining, and they can help reach closure without precipitating dissent.

Accreditation:

NACD's eight-hour programs are accredited by RiskMetrics Group's ISS Governance Services Accredited Director Education Program (Formerly ISS). Participation by all board members can positively impact your board's Corporate Governance Quotient (CGQ) rating. We will report the training to RMI/ISS on your behalf at the conclusion of the program.

In addition, NACD's In-Boardroom programs provide credits towards maintaining the Certificate of Director Education.

Corporate Board Member Discount:

NACD Corporate Board Members enjoy a $5,000 discount per engagement for customized education and evaluation services. If your board is not currently a member, consider this “best value” option. The discount alone is often worth the price of joining and the added benefits are priceless. Join NACD

Board Assessment Services and Facilitation:

Fees depend upon the depth of services, please call for details or e.mail: inboardroom@nacdonline.org

For additional information, please call or e-mail:

Holly A. Dreckman
Board Advisory Services Coordinator
National Association of Corporate Directors
1133 21st Street, NW, Suite 700
Washington, DC 20036
Phone: 202-775-0509
E-mail: hadreckman@nacdonline.org