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Director FAQ: Personal Email vs. Board Portals for Board Communications

In brief: Most public company boards, along with a majority of nonprofits and almost half of private companies, have now adopted board portals. However, many boards still send board materials and communications through personal email accounts, where messages are most often not encrypted and highly s...

Samples and Templates, Research | January 19, 2018

Director FAQ: The Role of the U.S. Securities and Exchange Commission

In brief:Although governance for all types of corporations is largely determined bystate corporation law, the U.S. Securities and Exchange Commission (SEC) nonetheless plays asignificant governance role in public companies—namely, those that register to issue securities (stocks and notes) to t...

Samples and Templates, Research | December 15, 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: 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: 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: Risk Oversight—Sexual Misconduct

In brief: The movement that began in 2017 for victims to openly share their experiences as victims of sexual harassment, known as the #MeToo movement on social media, has called attention to the prevalence of workplace sexual misconduct. Corporations have had to clean house, in many cases firing ind...

Samples and Templates, Research | May 31, 2018

Director FAQ: What Boards Should Know About the GDPR

In brief:The European Union’s newGeneral Data Protection Regulation(GDPR) requires—with some exceptions—affirmative opt-in and usage notices for data collection in the European Union (EU) by any organization with 250 or more employees. It applies not only to European organizations ...

Samples and Templates, Research | May 18, 2018

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