Private Company Governance

With content contributions from Grant Thornton

While most NACD material is applicable to public and private companies alike, this Resource Center contains guidance, information, and tools specifically for private companies. The following resources include materials for service on private company boards  in general, as well as family-owned, IPO, pre-IPO, private-equity owned, and employee-owned company boards. To access specific committee resources, please view NACD’s Audit, Compensation, and Nominating and Governance Committee Resource Centers. All material is from NACD unless otherwise noted. Special thanks to Grant Thornton for assembling many of these materials.

Events

Director Professionalism® Global Board Leaders’ Summit Master Class

Private Company Governance (General)

A Guide for Directors of Privately Held Companies Three Ways a Board Drives Private Company Success (Grant Thornton) On the 2020 Private Company Board Agenda (KPMG) Setting Director Pay at Private Companies (general, family, PE-owned) Tools and Templates Questions to Ask Before Becoming a Private Company Director Benchmarks for Governance – General, Family, PE, Employee-Owned (NACD 2019 Survey)

Family Business Governance

Handbook on Building the Family Business Board Handbook on Strengthening the Family Business Board Sample Interview Questions for Both Director Candidates and Family Representatives to Ask Sample Annual Letter From the Board to the Family Council Profile of Governance at Molson Coors A Case Study: Setting Executive Compensation at a Family-Owned Business Director Independence on Family Business Boards (FAQ) M&A Cultural Fit Pays for Family-Owned Firms (Grant Thornton) Governance Progression Matrix for Unlisted Family-Owned Companies (IFC) 2019 Cargill Annual Report

IPO Company Governance

Why Good Governance Attracts Investors The Role of the CFO at a Start-Up Director’s Guidebook to Effective Governance at an Early Stage Company (Seraf) Why Governance Matters for Your Startup (Stanford) Venture Capital Board Member’s Guide for Handling Conflicts of Interest (Wilson Sonsini) SEC Compliance Guide for Regulation Crowdfunding

Pre-IPO Stage Company Governance

Pre-IPO Compensation Guidance Guide for Companies Going Public (PWC) Governance Benchmarks for the Transition From Start-Up to IPO (Stanford) Governance Trends in Sponsor-Backed IPO Companies (Weil) Executive Compensation Planing Before an IPO (Gibson Dunn webinar with downloadable slides) Comparing Director Pay at Newly Public Companies Versus Established Public Companies (Equilar) Handling Employee Stock Sales Prior to an IPO (Stanford)

Private Equity Owned Company Governance

PE Firms Turn to Outside Recruiters Tackling Executive Compensation for Private-Equity Companies Creating More Diversity on Private Company Boards Qualities that Private-Equity Firms Look for in CEOs for Portfolio Companies Handbook on Governance in Investor-Owned Private Companies (with KPMG) Leading Governance Practices at Private-Equity Firms (Spencer Stuart) What Tax Reform Means for Private Equity (Grant Thornton) Trends in Private Equity Exit Strategies (EY) Director Independence at Private-Equity Firms (Private Company Director) What You Should Know Before Considering Private-Equity Board Service (NACD video)

Employee-Owned Company Governance

Leading Corporate Governance Practices for Closely Held ESOPs ESOP Fiduciary Rules (Employee Ownership Foundation) An Introduction to ESOPs and the Pros and Cons of ESOPs (BNA) Duties of the ESOP Committee (NCEO) Detailed Guide for ESOP Committees (Praxis)