2018-2019 NACD Public Company Governance Survey

In brief: The 2018–2019 NACD Public Company Governance Survey presents findings from our annual questionnaire, which was in the field from June through August 2018. This report’s takeaways are drawn from more than 500 public-company respondents and supplemented by data compiled by Main Data Group, a provider of executive-compensation benchmarking and corporate governance data and analytics.

This year’s survey offers excellent insight into how directors and boards view the next 12 months. Which major business trends do they expect will have the most significant impact on their companies? What are the areas where they hope to improve board performance next year? Which topics are the ones on which directors want to spend more time during board meetings? In addition, we assess how boards structure their quarterly agendas, how they engage with shareholders, and how effectively they serve as strategic assets to their organizations.

Reports containing data from our private company surveys are published separately.

How boards can use this resource:

• Plan the board’s 2019 priorities.

• Validate risk and oversight practices.

• Rethink the board’s time allocation and agenda setting.

• Identify areas for improvement in current governance practices.

• Compare relative time allocation for fulfilling key board activities.

Relevant audiences: Board members and corporate secretaries of public companies, especially board chairs, lead directors, and committee chairs

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.