2018-2019 NACD Private Company Governance Survey

The 2018–2019 NACD Private Company Governance Survey presents findings from our annual questionnaire. For more than a decade, this report has helped directors stay on top of governance trends and benchmark their boards against a large set of privately-owned organizations. By looking at data on board structure, composition, education, and board evaluations, for example, directors can ensure their boards continue to be fit for purpose. In addition to benchmarks on governance practices, this year’s report offers detailed insights into the directors’ outlook for the next year on

• key business trends and critical board priorities;

• the cadence and structure of annual board agendas;

• the state of boards’ risk oversight, specifically cyber risk; and

• the role of the board in assessing corporate culture.

Boards can use this resource to improve their governance oversight:

Identify areas for improvement in your current governance practices, including board composition, structure, succession planning, and risk oversight.

Benchmark your board’s strategic priorities.

Relevant audiences: Board members and corporate secretaries of private 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.