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Director FAQ: Fiduciary Duties

In brief: Corporate directors are fiduciaries with duties of care and loyalty to the corporation. Directors who fulfill these duties are less likely to be sued successfully for decisions that have poor outcomes,thanks to a legal doctrine known as the business judgment rule. Standards for fulfilling ...

Samples and Templates, Research | May 5, 2017

Director FAQ: Oversight of the Independent Auditor

In brief:Boards rely on independent auditors to give an unbiased opinion on the company’s financial statements. The audit committee plays a key role in ensuring the quality of work done by the independent auditor, especially in public companies. This Director FAQ provides a general overview of...

Samples and Templates, Research | August 25, 2017

Director FAQ: The Role of Proxy Advisory Firms

In brief:The proxy advisory firm industry has grown substantially over the last three decades, and their increasing influence over corporate-governance matters and sharehold­er votes has become highly controversial. ThisDirector FAQexplains the growth of the proxy advisory firm industry, the ma...

Samples and Templates, Research | October 12, 2017

Director FAQ: The Role of the Executive Chair

In brief:For the purposes of this memo, NACD defines the executive chair role as a temporary position fulfilled by the former combined CEO/chair who has relinquished the CEO title while remaining board chair and onboarding an incoming CEO. Creating this role is not standard practice for a CEO transi...

Samples and Templates, Research | July 27, 2017

Director FAQ: The Boards Role in Data Privacy Oversight

In brief:As companies collect more data from employees and customers, they have a corresponding increase in responsibility for protecting that body of data from unauthorized use. This memo reviews key issues andregulatory developments surrounding data privacy in the digital age, board oversight of c...

Samples and Templates, Research | June 19, 2017

Director Onboarding

Director Onboarding

General | July 29, 2016

Director Education Framework

NACD - Director Education Framework

General | September 16, 2016

NACD Director Professionalism

NACD Director Professionalism

General | November 7, 2016

Director Self-Evaluations

Director Self-Evaluations

General | March 7, 2017

BRC Director Professionalism

BRC Director Professionalism

Research | July 13, 2011