Expectations of corporate directors have increased significantly in recent years and will continue to evolve as state and federal legislatures and regulators focus more attention on the governance of the nonprofit sector. This enhanced focus has brought increased scrutiny of individual director qualifications, executive compensation, leadership structures, and the board’s ability to assess risk. Accordingly, NACD recommends that organizations of every type revise their governance documents to reflect evolving best practices.
NACD has had an engaged Board for many years, and in 1998, it adopted its initial board-governance guidelines. We publish these guidelines so that NACD’s members will be better informed about the activities of the Board of Directors. Also, these guidelines may be useful as a starting point for other organizations, particularly nonprofits. We emphasize starting point, because an important benefit of board guidelines comes from the discussions involved in developing them. We also recognize that governance activities in the nonprofit world vary greatly, and that it would be a mistake to take a “one-size-fits-all” approach to governance.
As a leader in providing advice on corporate governance to directors, boards, and management, NACD’s goal is to serve as a model of good corporate governance. These governance guidelines are intended to provide the framework for achieving that goal.