Report of the NACD Blue Ribbon Commission on Director Professionalism

NACD has issued an updated version of its most widely read publication – Report of the NACD Blue Ribbon Commission on Director Professionalism – to ensure that corporate directors are adequately positioned to provide authoritative oversight during today’s challenging global environment. Over the past fifteen years, this publication has set the standard for the roles and responsibilities of corporate directors.

The report includes the following recommendations and best practices:

• Each board must define the parameters of its roles and responsibilities within the corporation. The main job of a board is to represent the interests of the stockholders and to follow the list of requirements necessary for upholding those interests.

• Each board must create its processes for governance to fulfill the provided list of responsibilities. Best practices are presented for the board to follow in the creation of these processes.

• Boards should have the correct makeup of individuals to allow the level of function for the board. Each individual should have the core competencies expected of every board member while at the same time providing the board with the proper distribution of viewpoints and expertise.

• Board members must be continuously evaluated in a variety of ways. The evaluations should lead to the continued education and growth of directors to ensure the proper composition of the board.

Selected supplements, endnotes, and appendices are included in this report.

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.