
Tool 1
Delegated Authority: Key Roles of the Board and Management
Define board and management roles for mutual trust and accountability.
Blue Ribbon Commission
Complementing the guidance of the 2025 NACD Blue Ribbon Commission Report on Building a High-Trust Board-CEO Relationship, this boardroom tool provides practical guidance for implementing Recommendation #9: Continually assess board composition to align with strategy and value creation.
How to use this tool: Boards, in particular nominating and governance committees, can use this tool to enhance their assessment of board composition and mapping of board skills to support alignment to CEO success and shifting organizational needs.
The “right” board composition can be a vital factor contributing to the success of the board-CEO relationship, CEO performance, and overall board effectiveness. Board composition encompasses the number of directors, board committee structure, the breadth and diversity of thought by way of director skills and expertise, and the mix of director tenures on the board. The assessment of the board composition should also factor in how well the board is positioned to support CEO success, including serving as a strategic advisor.
Boards can take a “clean-sheet” approach to assess current board composition, as if starting from scratch. The output is a future-oriented outline of the board, identifying the competencies and structure the organization will need. It differs from the snapshot of director skills disclosed in public-company proxy statements.
Using the clean-sheet approach, the nominating and governance committee can guide the board through an exercise to explore scenarios like these:
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12 practical tools to implement the recommendations and strengthen the relationship.
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