Blue Ribbon Commissions Reports
NACD’s Blue Ribbon Commission reports (BRCs) have been strengthening corporate governance for three decades. Issued regularly following sustained multi-stakeholder dialogue, our BRCs propose principles, practices, and tools to address the most challenging issues facing boards.
Read more about the history and impact of the BRC report series here.
Access the Latest Blue Ribbon Commission Report
The Diverse Board: Moving from Interest to Action (2020 Update)
This report delves into the benefits of having a lead director focused on increasing diversity in the boardroom, creating a succession plan for the board that includes diverse candidates, and ensuring that the board incorporates an inclusive culture to foster diversity.
To read the most recent report, click here.
Library of NACD Blue Ribbon Commission Reports
2019 BRC on Leading Board Change
Fit for the Future: An Urgent Imperative for Board Leadership focuses on the board leader as an agent of change. It offers a blueprint for catalyzing difficult, sometimes uncomfortable changes in board composition and structure that demand fortitude and vigilance.
2018 BRC on Adaptive Governance
Subtitled Board Oversight of Disruptive Risk, this report offers guidance and a toolkit for boards that want to help their companies stay ahead of the curve of change through practices such as scenario planning, simulations, and stress testing.
2017 BRC on Corporate Culture
This report on Culture as a Corporate Asset makes a series of actionable recommendations such as including culture in discussions about strategy, risk, and performance, and making culture a criterion for selecting, evaluating, and compensating the CEO. This report can help boards translate values into value.
2016 BRC on the Strategic Asset Board
This report on Building the Strategic Asset Board provides recommendations and tools for continual improvement, including a “clean-sheet” assessment of director skill sets and experience at least every two to three years to align with evolving strategy, a balanced mix of tenures, and ongoing investor communications.
2015 BRC on Long-Term Value Creation
To foster long-term value, directors must ensure that an organization’s short-term actions align with its long-term strategy. This report gives recommendations and tools for alignment, and a list of mismatch warning signs.
2015 BRC on the Compensation Committee
Revisiting a domain explored in 1993 and 2003, this Commission report digs deeper on a variety of topics, including elements and allocation of executive pay, red flags, executive employment agreements, performance metrics, and peer group selection.
2014 BRC on Strategy Development
This report recommends early and dynamic involvement of the board in the developing strategy, helping with course corrections, and overseeing implementation. It gives tips for recalibrating board-management strategy discussions and identifies potential barriers to changing the conversation.
2014 BRC on Board Shareholder Communications (Update)
This report recommends early and dynamic involvement of the board in the developing strategy, helping with course corrections, and overseeing implementation. It gives tips for recalibrating board-management strategy discussions and identifies potential barriers to changing the conversation.
2013 BRC on Talent Development
Talent drives value. This report addresses the role of the board and committees in overseeing talent development and retention—from hiring philosophy, to the role of HR, to CEO and C-level succession as the culmination of an effective talent pipeline. Also featured: guidance for ongoing assessment and reporting on talent development efforts.
2013 Report on Director Liability (Update)
Chaired by a past Delaware Supreme Court chief justice, this report—updated from 2005—summarizes the duties of care and loyalty and the business judgment rule under state law, and flags liability risks under federal securities law. The publication includes dos and don’ts to minimize liability exposure, as well as guidance on D&O insurance policies.
2011 BRC on the Lead Director
This BRC on the Effective Lead Director, like its 2004 predecessor on Board Leadership, recommended the lead-director role as a viable alternative to an independent chair. It explains lead-director duties and covers selection, evaluation, and compensation, and offers role-tailored guidance on communications.
2011 BRC on Director Professionalism (Update)
This report, first issued in 1996 when it coined the title concept, and updated periodically since that time, outlines what directors should do, how boards should fulfill their responsibilities, who directors should be, and how directors and boards should be judged.
2010 BRC on Performance Metrics
“Pay for performance” is a key value for boards and shareholders alike. This BRC, one of two published in 2010, guides use of financial and nonfinancial metrics when assessing and rewarding executive performance. It gives advice on setting objectives, establishing metrics, tracking performance, and communicating goals and results to shareholders.
2010 BRC on the Audit Committee
Issued in the same year as the BRC study of performance metrics, this BRC gives an overview of the three main oversight areas of the audit committee—financial reporting, the annual audit, and enterprise risk management—with special attention to the effective conduct of meetings and ensuring an ethical tone at the top.
2010 BRC on Board Evaluation (Update)
This report is a candid exploration of how directors can develop and employ a self-assessment process to enhance performance and develop the board as a strategic asset. This updated edition includes new templates and charts to facilitate self, peer, and committee evaluations.
2009 BRC on Risk Governance
This BRC highlights the connection of strategy and risk, offering ten principles for effective risk oversight by boards and committees. It offers sample risk-governance documents, including risk reports and committee charters, as well as the results of recent research on risk oversight.
2007 BRC on the Governance Committee
This report guides independent board committees charged with setting governance standards—as well as nominating new directors (although this function may be provided by a separate independent committee). Committees can go beyond the requirements of stock exchanges to foster governance practices that enhance long-term company value.
2006 BRC on Director Compensation (Update)
This updated report provides legal and philosophical frameworks for director pay, carrying forward principles and practices advocated in the pioneering 1995 BRC—e,g., pay should be awarded mostly in stock rather than cash, directors should not receive benefits, and pay should reflect the value of directors’ time.
Recommended in conjunction with NACD’s annual director compensation surveys.