
Tool 1
Delegated Authority: Key Roles of the Board and Management
Define board and management roles for mutual trust and accountability.
Blue Ribbon Commission
Developed to complement the 2025 NACD Blue Ribbon Commission Report on Building a High-Trust Board-CEO Relationship, this boardroom tool provides practical guidance for implementing Recommendation #5: Enhance board and CEO evaluations to reinforce intended behaviors.
How to use this tool: The compensation committee, in partnership with the board leader (whether the board chair or lead independent director), can use this tool to support and optimize the board-CEO relationship and board-management relationship by incorporating behavior-focused questions into the annual evaluation process.
Evaluations, whether for the CEO, the full board, committee, or individual directors, play a role in defining and reinforcing an healthy board-CEO relationship that supports open dialogue and mutual accountability. This relationship needs to be grounded in a boardroom culture committed to excellence, and effective evaluations can help assess how well the board is nurturing its dynamic with the CEO and supporting the CEO’s effective performance.
For guidance on setting expectations about director behavior and strengthening committee and full-board evaluations to reinforce boardroom culture, see pages 56 and 68 of the report, 20223 Blue Ribbon Commission Report, Culture as the Foundation: Building a High-Performance Board. To ensure that board and CEO evaluations drive meaningful improvement, boards and CEOs should discuss the results jointly and highlight areas of alignment as well as key differences in perception. (See NACD Director Essentials: Board and Director Evaluations for a fuller discussion of the overall evaluation process.)
Evaluations often include statements for consideration using a Likert scale (e.g., 1=Strongly Disagree to 5=Strongly Agree) to measure effectiveness. Below are sample issue areas and statements boards and CEOs can incorporate into assessments.
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12 practical tools to implement the recommendations and strengthen the relationship.
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