NACD Directors Summit®
Day Two from the Floor of Summit
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The Board’s Dual Imperative
Panelists encouraged boards to both build relationship strength and boost flexibility in their approaches to oversight.
By NACD Editors | October 13, 2025
It may sound like an oxymoron, but strength and flexibility go hand in hand.
Take the board-CEO relationship: When it is built on a foundation of trust, a strong relationship enables boards and CEOs to adapt to the demands of crises. As geopolitical, cyber, and transformational risks add pressure, boards should also focus on incorporating flexibility into their operations and approaches to oversight.
These were just some of the issues that were discussed during the second day of the NACD Directors Summit™ 2025, the premier annual conference that brings together the governance elite to shape the future of boardrooms. The event is being held at the Gaylord National Resort & Convention Center in the Washington, DC, area through Oct. 15, 2025.
Keynote speakers included Dona Young, cochair of the 2025 NACD Blue Ribbon Commission; Anu Aiyengar, global head of advisory and mergers and acquisitions with JPMorgan Chase & Co.; and Ian Bremmer, president and founder of the Eurasia Group and GZERO Media. Here are a few key action items for boards from their sessions:
Optimize the board-CEO relationship to navigate heightened pressure. As noted in the newly released Blue Ribbon Commission report, the board-CEO relationship should be built on a foundation of trust. This trust can be operationalized and leveraged for strategic impact through ongoing, formal and informal communication and intentional collaboration between the CEO and the board, especially the chair or lead independent director. When boards and CEOs “walk this journey together,” Young said, then “the biggest dividend is when times are tough.”
Prioritize strategic and cultural fit in a merger or acquisition (M&A). To avoid a transaction ending in value destruction, it is imperative for directors to spend time strategically viewing the business landscape and discussing with management what direction the company should take based on its goals. These conversations should be centered on process, analyzing whether a company should consider an M&A and the “who and why” of a deal. The transaction will not work “if companies aren’t a good fit for each other, no matter how good the math is on paper,” Aiyengar said.
Stay geopolitically informed—and also look within the United States to preempt major disruptions. “Global risk today is … driven by uncertainty in the United States,” Bremmer said, with geopolitical dynamics shifting rapidly under the Trump administration. Bremmer cautioned that while humanity is not headed toward World War III, tension in the Middle East has eased, and the US-China relationship is not on the brink of implosion, the Russia-Ukraine war is looking worse and how the United States will act in Venezuela is a wild card. He also posited that the United States is headed toward increased internal conflict because citizens agree that the greatest enemy is internal but disagree on who the enemy is. “This room has to do more,” Bremmer said. Boards have a responsibility to ensure that companies stand for civics and citizenship amid what he called “a political revolution.”
In addition, below are some takeaways from breakout sessions held on Oct. 13. (See highlights from sessions on Oct. 12.) Note: Panelists participated under the Chatham House Rule.
Position the CEO as the decision-maker in a mentoring relationship. Mentorship is a “pull,” not “push,” relationship, in which an individual has to want coaching. Forcing a CEO to work with a mentor can erode trust in the board-CEO relationship. Directors should recognize the gaps in a CEO’s expertise and offer potential mentors, then allow the chief executive to forge the best connection. This mitigates potential friction or frustration with the board and reinforces the board's support of the leader.
Allow management to lead growth transformations. Successful growth transformations demand company-wide agreement on goals, employee agency, a story that connects with stakeholders, and a feedback loop to understand how these stakeholders feel. From the shareholder perspective, investors reward transformations that demonstrate fundamental shifts in operations and capital allocation, rather than those intended only for cutting costs. Boards play a critical role by rigorously pressure-testing growth strategies, defining parameters for capital allocation, understanding the company’s cultural readiness, keeping track of progress, and acting as "loyal critics" of management.
Reevaluate board roles and dynamics when overseeing a high-stakes scenario. Such “crucible" moments can involve crises, turnarounds, or early-stage company scenarios. In such cases, boards often need to shift from oversight to hands-on involvement and focus on value recovery rather than value creation. High-stakes periods demand a flexible board, which may involve collaborating with specialists in areas such as restructuring or M&A, or even reevaluating board roles. Sometimes, the current chair may not have the crisis management experience that another board member possesses and should prompt that individual to help lead in a “crucible” moment.
Treat cyber risk as a business risk. With differences in cyber-risk oversight rules and regulations across jurisdictions, cybersecurity should be holistically integrated into business processes. If the security team’s operations are isolated, the work they do may not connect to or support business outcomes, or may even fail. To mitigate this, boards should define what risk they will tolerate and probe management to explain which scenarios leaders are most concerned about and how those may impact the organization.
Identify blind spots to better manage disruption. Boards should identify and address blind spots that hinder long-term success, particularly in relation to artificial intelligence, ethics, and board composition. Such blind spots may be caused by an overreliance on directors with similar industry backgrounds, overloaded audit committee agendas, and crucial committee discussions that are not elevated to the full board. Persistent inquiry is needed, including asking management future-focused questions about nontraditional competitors to monitor and how executives would spend additional budget if available.
Reframe global risk as a time for competitive advantage. Periods of uncertainty can lead boards and management teams to play it safe to avoid harming the company. However, crises are a chance to learn and can create opportunities. While inaction may align with an organization’s risk appetite, doing nothing opens the door for competitors to react and respond, and ultimately gain the upper hand. To stay ahead, directors should evaluate whether leadership is prepared to be bold, to step into opportunities, and to take reasonable risks.
Embed customer insights into board discussions. Boards can strengthen governance by integrating the customer perspective into decision-making. Directors should question management’s assumptions and engage directly with customer data, complaints, and field experiences. Doing so will enable the board to identify risks and opportunities early, ensuring strategy aligns with real customer needs in a rapidly evolving marketplace.
