Building the Strategic-Asset Board
A New Mandate for Directors: Is Your Board Ready?
The world in which boards operate has been transformed in fundamental ways, prompting the critical question of whether a board's composition, director skill sets, and core board processes remain fit-for-purpose. The Commission believes that boards must adjust: by moving beyond traditional approaches to "board refreshment" and establishing a system for continuous improvement in the boardroom. This new mandate places substantially different demands on directors, and boards need to ask themselves, "Are we ready?"
Change in the Boardroom: Evolution or Revolution?: Commission seeks to transform boards into high-impact strategic assets Metropolitan Corporate Counsel
Architects of Change NACD Directorship
A Clean-Sheet Approach To Director Succession Planning
Nominating and governance committees should develop a “clean-sheet” assessment of the board’s needs in terms of director skill sets and experience at least every two to three years, and use it as an input in continuous-improvement efforts (including recruitment and director education).
Alignment Between Director Recruitment and Long-Term Strategy
The director recruitment process should have a time horizon that matches the organization’s long-term strategy, typically three to five years or more. The process should be designed to include candidates from diverse backgrounds.
A Balanced Mix of Director Tenures
Tenure is an important aspect of boardroom diversity. Nominating and governance committees should strive for a mix of tenures on the board—for example, maintaining a composition that includes at least one director with <5, 5–10, and >10 years of service.
Investor Communications About the Board’s Continuous-Improvement Process
Communications with investors and other key stakeholders should include a detailed explanation of the link between the organization’s strategic needs and the board’s composition and skill sets, as well as information about the board’s continuous-improvement processes.
The 2016 NACD Blue Ribbon Commission
Director, California Water Service Group; former lead director, Home Depot
Senior Advisor, CamberView Partners; Director, IRRC Institute, NACD; former deputy executive officer and general counsel, CalPERS
Jean M. Birch
Director, Cosi Inc., Darden Restaurants Inc., Papa Murphy’s Holdings Inc.
Principal and Treasurer, Vanguard Group Inc.
Sue W. Cole
Director, Martin Marietta Materials Inc., Biscuitville Inc., Diversified Trust Co., NACD
CEO, NACD; Director, Powerlytics Inc., NACD
Nora M. Denzel
Director, AMD Inc., Ericsson, Outerwall Inc., NACD Northern California Chapter
Director, Manpower Group Inc., Triple-S Management Corp., NACD
Nicholas M. Donofrio
Director, AMD Inc., BNY Mellon Corp., Delphi Automotive PLC, Liberty Mutual, MITRE Co., NACD
Vice Chairman, Heidrick & Struggles
Edgar S. Woolard Chair in Corporate Governance and Director, John L. Weinberg Center for Corporate Governance, University of Delaware; Director, Bob Evans Farms Inc., HealthSouth Corp.
President, NACD; Director, Nura Health Inc.
Partner, Luse Gorman PC; Director, Assure Holding Corp.
Partner, Sidley Austin LLP
Karen N. Horn
Director, Simon Properties Group, National Bureau of Economic Research; Chair, NACD
Partner, Mercer International Inc.
Reatha Clark King
Director, Malcolm Baldridge National Quality Award Board of Overseers; Chair Emeritus, NACD
Patrick A. Lee
Senior Advisor, KPMG Audit Committee Institute
CEO, Executive Consulting Group; Director, MDU Resources, NACD
Director, AIG, Navient Corp.
About NACD's Blue Ribbon Commission Reports
Our Blue Ribbon Commission Reports (BRCs) are NACD’s annual signature publications that propose new principles and practices to address the most critical boardroom issues. Read more about the history and impact of the BRC report series here.