Reflections on Building the ‘Right’ Board

Peter R. Gleason, NACD president and CEO, encourages directors to reflect, reform, and renew their governance practices and board composition.

One of the greatest challenges for any public-facing organization is to practice what we preach. I can honestly say that NACD does this. We not only issue guidance on board building, but we also live it.

By the time I joined NACD, we already had a board composed of dedicated directors. I reported to the president and CEO, Roger Raber, who answered to Tom Horton, interim chair of the board, and then to B. Kenneth West. Norm Augustine, former CEO of Lockheed Martin Corp., was also a member of the board. Previous chairs included A. A. Sommer Jr., who served as a commissioner of the US Securities and Exchange Commission (SEC), and the legendary Jean H. Sisco, who was inducted into the Washington Business Hall of Fame.

These governance and business luminaries joined with others to develop enduring principles for corporate governance through our series of Blue Ribbon Commission reports. This captured wisdom proved useful after governance failures at Enron Corp. and WorldCom. At that time, Congress and the SEC turned to NACD and others in the governance community for answers. I was privileged to be at the US Capitol on Feb. 2, 2002, when Raber testified before the House Committee on Energy and Commerce on board structure. Later that year, on behalf of NACD, Raber wrote a letter to the New York Stock Exchange that included 10 recommendations based on our past reports. These recommendations are now reflected in stock exchange listing rules.

Throughout our history, NACD has focused internally and externally on board building and onboarding. Recently, we created an online resource center called “Documenting Governance,” with tools for board recruitment, such as a sample talent matrix, and for board operations, including sample bylaws, charters, and board-level policies. Many of these tools are inspired by NACD’s own history.

I review the record here to challenge us all to think like reformers—if not for all companies, then at least for our own. NACD is currently working with the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to develop a corporate governance framework that aligns with COSO’s Internal Control framework and its Enterprise Risk Management framework and integrates the work boards and management teams perform to strengthen governance. The topic of our 2025 Blue Ribbon Commission is board-CEO relations. Through such initiatives, we aim to enable our members to reflect, reform, and renew—and to do this internally, led by our board and senior leadership working together. ■

This article is from the summer 2025 issue of Directorship.