Report of the NACD Blue Ribbon Commission on Board Leadership

In the wake of governance reforms, boards are increasingly asking: “What is the recommended model for independent board leadership?” and “Who is the leader of the board?” This report provides directors with the first profession-wide clarification of the division of specific board leadership roles between the leader of the independent directors and the leader of the company.

It recommends that all boards appoint an independent leader of the board using one of two leadership models: a non-executive chairman who is the leader of the whole board, or a “lead director” who is the leader of the board’s independent directors. The report provides guidance on leading the “independent work” of the board, spells out the characteristics necessary for board leaders to succeed, defines the leadership roles of independent committee chairs, and provides guidance on the process of conducting executive sessions.