NACD - National Association of Corporate Directors

NACD Issues Guidance for Corporate Directors on Building the Strategic-Asset Board

NACD Blue Ribbon Commission report addresses the need for continuous improvement in the boardroom

WASHINGTON, DC (Sept. 20, 2016) — The National Association of Corporate Directors (NACD), the standard setter for responsible board leadership, today released the Report of the NACD Blue Ribbon Commission on Building the Strategic-Asset Board.

The world in which boards operate has been transformed in fundamental ways in recent years, including increased operational complexity, rapidly changing technology, global political instability, the proliferation of cyber threats, more vocal demands from shareholders and stakeholders, new regulatory requirements, and greater levels of media and public scrutiny.

Directors must ask themselves if their boards’ composition, director skill sets, and core governance processes remain fit-for-purpose in a dynamic environment where the board’s mandate is dramatically evolving.

“If a board’s leadership appears passive or unprepared in the face of this new mandate, directors should prepare for the possibility of shock treatments imposed from the outside,” said Richard Koppes, commission co-chair, director of the IRRC Institute and NACD, and former deputy executive officer and general counsel, CalPERS. “Without sufficient evolution, boards could face revolution.”

The 2016 NACD Blue Ribbon Commission report describes the ways in which the board’s mandate has shifted in response to external factors and strategic imperatives. The commission believes boards must move beyond traditional approaches to board refreshment and establish a system for continuous improvement in the boardroom.

2016 Blue Ribbon Commission Report

“This new environment has placed significantly different demands on directors,” said Bonnie Hill, commission co-chair, director of California Water Service Group, and former lead director, Home Depot. “Boards need to ask themselves, ‘Are we ready?’ True continuous improvement is not a check-the-box exercise.” 

This timely report contains information that will be useful to every board:

  • Eleven recommendations identifying what a board needs to do to establish a set of continuous-improvement processes that will enable it to adapt over time as the organization’s competitive environment evolves.
  • Action steps directors can take regarding board leadership and oversight responsibilities, board composition and succession planning, recruiting and onboarding new directors, board-evaluation processes, continuing education for directors, tenure-limiting mechanisms, and communication with shareholders and stakeholders.
  • Twelve appendices with detailed guidance and tools all boards can use to benchmark current practices and implement improvements, including
    • Tools to assist with long-range board succession planning.
    • Guidelines for onboarding new directors and for ongoing director education.
    • Templates for board and committee-level evaluations.
    • Real-world examples of corporate governance principles, tenure policy language, and disclosures related to director skills, board composition, and board-evaluation processes.

“As we noted in last year’s Blue Ribbon Commission Report on the Board and Long-Term Value Creation, NACD believes that the mission of the board is to serve as a strategic asset of the company,” said Ken Daly, NACD’s CEO. “This new report provides the tools and action steps to help boards of public and private companies, as well as those serving nonprofits, develop a continuous-improvement plan that keeps their skill sets and processes in tune with their organization’s strategic needs.”

The Report of the NACD Blue Ribbon Commission on Building the Strategic-Asset Board is available exclusively to NACD members and can be found at www.NACDonline.org/2016BRC.

The Report of the NACD Blue Ribbon Commission on the Board and Long-Term Value Creation can be found at www.NACDonline.org/Value.

The report’s commissioners are distinguished corporate directors and governance experts. In aggregate, they serve on a total of 20 publicly traded, 14 privately held, and 31 nonprofit company boards.

The 2016 NACD Blue Ribbon Commissioners

Commission Co-Chairs

Bonnie Hill                   Director, California Water Service Group; former Lead Director, Home Depot

Richard Koppes          Senior Advisor, CamberView Partners; Director, IRRC Institute, NACD; former Deputy Executive Officer and General Counsel, CalPERS

Commissioners

Jean Birch                   Director, Cosi Inc., Darden Restaurants Inc., Papa Murphy’s Holdings Inc.

Glenn Booraem          Principal and Treasurer, Vanguard Group Inc.

Sue Cole                     Director, Martin Marietta Materials Inc., Biscuitville Inc., Diversified Trust Co., NACD

Ken Daly                     CEO, NACD; Director, Powerlytics Inc., NACD

Nora Denzel                Director, AMD Inc., Ericsson, Outerwall Inc., NACD Northern California Chapter

Cari Dominguez          Director, Manpower Group Inc., Triple-S Management Corp., NACD

Nicholas Donofrio       Director, AMD Inc., BNY Mellon Corp., Delphi Automotive PLC, Liberty Mutual, MITRE Corp., NACD

Theodore Dysart         Vice Chairman, Chicago Office, Heidrick & Struggles

Charles Elson             Edgar S. Woolard Chair in Corporate Governance and Director, John L. Weinberg Center for Corporate Governance, University of Delaware; Director, Bob Evans Farms Inc., HealthSouth Corp.

Peter Gleason             President, NACD; Director, Nura Health Inc.

John Gorman              Partner, Luse Gorman PC; Director, Assure Holding Corp.

Holly Gregory              Partner, Sidley Austin LLP

Karen Horn                 Director, Simon Properties Group, National Bureau of Economic Research; Chair, NACD

David Jackson            Partner, Mercer International Inc.

Reatha Clark King      Director, Malcolm Baldrige National Quality Award Board of Overseers; Chair Emeritus, NACD

Patrick Lee                  Senior Advisor, KPMG Audit Committee Institute

Bill McCracken           President, Executive Consulting Group; Director, MDU Resources, NACD

Linda Mills                   Director, AIG, Navient Corp.

Anne Sheehan            Director of Corporate Governance, CalSTRS

David Swinford           President and CEO, Pearl Meyer

Dennis Whalen           Partner-in-Charge, KPMG Board Leadership Center

William White              Professor, Northwestern University; Director, ContextMedia, The Field Museum, NACD    

Ralph Whitworth         Founder, Relational Investors; Former chair, Apria Healthcare Group Inc., Hewlett-Packard Co., Waste Management Inc.

 

About NACD

The National Association of Corporate Directors (NACD) empowers more than 17,000 directors to lead with confidence in the boardroom. As the recognized authority on leading boardroom practices, NACD helps boards strengthen investor trust and public confidence by ensuring that today’s directors are well-prepared for tomorrow’s challenges. World-class boards join NACD to elevate performance, gain foresight, and instill confidence. Fostering collaboration among directors, investors, and governance stakeholders, NACD has been setting the standard for responsible board leadership for 40 years. To learn more about NACD, visit www.nacdonline.org. To become an NACD member, please contact Matt Barone at Join@NACDonline.org or 202-572-2089. If you are already a member, contact your NACD Membership Advisor at MembershipAdvisor@NACDonline.org to ensure that you are receiving the best value from your membership.

Press Contacts

Bill Brawner Brawner Communications william@brawnercommunications.com