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NACD - National Association of Corporate Directors
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Policies and Procedures

Each year since 1987, NACD has awarded a Director of the Year Award to a public company director who exemplifies the knowledge, leadership, and excellence in corporate governance that our organization promotes. In 2007, NACD expanded the awards program to include directors of private and nonprofit companies and created a lifetime achievement award named in honor of B. Kenneth West, former chair of the board of NACD whose exemplary board leadership and consensus-building skill remain an inspiration to the director community.

Nominees for each award are solicited from NACD's constituents, including the NACD board of directors, previous award recipients, NACD chapter leaders, advisors and the general membership. The slate of nominees is presented to an independent selection committee that makes the final selection. The committee's final selection is ratified by the NACD board of directors.

Nomination Process:

The call for nominations typically begins in the first quarter of a calendar year, and all nominations must be received by a set deadline. In 2017, the closing date for nominations is March 31, 2017. The nominations and supporting documents are collected, compiled and distributed to the selection committees by NACD staff.

Nominations must include:

  • A nomination form or facsimile
  • A minimum of three letters of recommendation supporting the candidate

The nomination material should describe the candidate's attributes and achievements as they exemplify the principles of director professionalism: integrity, mature confidence, informed judgment and high performance standards.

  • Nominations for the Director of the Year Award should focus most heavily on recent achievements.
  • B. Kenneth West Lifetime Achievement Award nominations should endeavor to illuminate the full scope of achievements throughout the candidate's career.

The required letters of recommendation must be received at the NACD office by May 1 in order to complete the candidate profiles. It is the responsibility of the individual or organization submitting the nomination to arrange for the letters of recommendation to be submitted to NACD. Letters of recommendation from other board members and executives who have served with the individual are weighed more heavily than letters from other individuals in the selection process.

Completed nomination profiles and letters of recommendation for each candidate will be included in the materials sent to the selection committee for consideration. Nominees without completed documentation will not become candidates and will not be submitted for consideration to the committee.

Nomination Requirements:

The Director of the Year Honorees will be selected based on a criterion that reflects NACD's standards of director professionalism.

Integrity

Nominees:

  • Demonstrate the highest ethical standards on both a personal and professional level
  • Set a notable tone-at-the-top in promoting the company's vision and values
  • Consistently demonstrate candor, fairness and openness to others' opinions
  • Exhibit courage and leadership under duress, doing what is best for the corporation and its shareholders in the face of countervailing pressures inside or outside the boardroom

Mature Confidence

Nominees:

  • Value board and team performance over individual performance, keeping ego in check
  • Facilitate superior board performance, bringing out the best in peer directors
  • Form constructive working relationships and collaborate with an independent attitude
  • Personally participate in the development of future leaders and directors

Informed Judgment

Nominees:

  • Provide wise, thoughtful counsel on a broad range of issues
  • Maintain leadership in their fields of endeavor
  • Demonstrate judgment and discretion that is trusted by their peers
  • Have a track record for actions which have guided their company in maintaining consistent long-term profitability, pursuing significant business opportunities, improving shareholder returns, and/or dealing effectively with a crisis or other major change

High Performance Standards

Nominees:

  • Have a history of achievements that reflect high standards for themselves and others
  • Devote time to the job, both inside and outside the boardroom, demonstrating rigorous preparation and participation
  • Foster an environment of constant improvement of strategic goals, performance and innovation
  • Demonstrate a focus on creating and balancing value for shareholders, customers, employees and other stakeholders

Only NEW nominees will be considered. 

The winners of NACD Chapter Director of the Year Awards are eligible to be included as candidates for the national awards, and the same nomination requirements will apply. The Chapter president or administrator must submit an official nomination form and also arrange for letters of recommendation to be forwarded to NACD.

Nominators should carefully consider which category would be the most appropriate based upon the candidate's level of involvement and achievements with each type of organization; however, NACD reserves the right to move nominees between categories if they are eligible to be considered in more than one category. A director may win an award in only one category in the year of nomination, but may be re-nominated for another award in subsequent years.

Directors who are currently serving on the board of NACD or one of its chapters are ineligible for nomination. An exception will be made only in the B. Kenneth West Lifetime Achievement Award category if the board member is serving the final year of a third term and will be retiring from the board.

Selection Committees:

A committee is formed for the purpose of reviewing the slate of candidates within the appropriate category: Each committee shall consist of four or five individuals who have experience and knowledge of the responsibilities of directors in their specific category, and possess significant knowledge of corporate governance practices and issues. Independence and diversity of thought should be a priority when considering potential committee members. Panels often are populated with a previous Director of the Year Award winner who understands the nature of the award and its criteria. The list of potential committee members is approved by the NACD senior staff with oversight for the Director of the Year Award program.

The selection committee members are presented with expanded biographies, the nomination form, and supporting letters for each nominee, plus a candidate summary spreadsheet and assessment tool. They commit to carefully review each of the candidate profiles for the Director of the Year Award within their category, to participate in conference calls to discuss the candidates, and to make their final recommendation for the recipient of the award and a runner up. They agree to complete confidentiality in the process.

In addition, each panel also reviews the slate of candidates for the B. Kenneth West Lifetime Achievement Award, providing input from all sectors. The Public Company Governance Selection Committee makes the final selection for the lifetime achievement award, taking the other committees' input into consideration.

Each committee's selected winner is submitted to the NACD board for final ratification. The board ratifies the winners with a majority vote and the winners are final.

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