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Director FAQ: Director Independence

In brief:Directors are fiduciaries on behalf of the corporation and its owners (or, in a nonprofit organization, its beneficiaries). As fiduciaries, they must be free from conflicts of interest when theymake decisions, recusing themselves if they have a conflict. In some situations, however, avoidin...

Samples and Templates, Research | January 23, 2017

Director FAQ: Avoiding Conflicts of Interest

In brief:Directors of all company types (public, private, and nonprofit) are bound by the fiduciary duty of loyalty to act in the best interests of the corporation and its shareholders. This means avoiding all business matters involving a party with which they are affiliated, whether the relationshi...

Samples and Templates, Research | October 7, 2016

Director FAQ: Board Leadership Structure: Split Versus Combined CEO/Chair

In brief:The debate over which board leadership structure is optimal—an independent chair or a combined CEO/chair with a lead independent director—has no clear resolution. NACD supports the position that either board leadership structure can work. How the structure is enacted likely has ...

Samples and Templates, Research | December 16, 2016

Director FAQ: Boards and Regulation Fair Disclosure (Reg FD)

In brief: Shareholders now expect to communicate directly with members of the board; in response, directors are increasing their engagement with investors. This research memo provides guidance for directors on how to communicate with shareholders while remaining in compliance with Regulation Fair Di...

Samples and Templates, Research | May 10, 2016

Director FAQ: Director Independence on Family Business Boards

In brief:Family businesses traditionally tend to favor boards composed entirely of family members and, therefore, company insiders. However, independent directors can be a valuable addition to the board of a family company due to their professional expertise and ability to offer fresh and objective ...

Samples and Templates, Research | April 7, 2017

Director FAQ: Executive Sessions

In brief:One of the hallmarks of a board’s independence from management is the practice of holding regular sessions of independent board members without management participation. These are called “executive sessions,” although their main purpose is to enable directors who arenotcom...

Samples and Templates, Research | March 14, 2017

Director FAQ: Finding Your Next Board Seat

In brief: Obtaining a public company board seat can be difficult, as there are a limited number of seats available on public company boards and a low rate of turnover for the directors already occupying those seats. This memo provides an overview of the current demand for corporate directors and inc...

Samples and Templates, Research | August 19, 2016

Director FAQ: Setting the Board Agenda

In brief:The 2016Report of the NACD Blue Ribbon Commission on Building the Strategic-Asset Boardconfirms that boards are now operating in a more complex environment due to new regulatory requirements, growing demands from investors, and digital disruption, among other reasons. Increased responsibili...

Samples and Templates, Research | March 3, 2017

Director FAQ: Subsidiary Governance

In brief:Every incorporated entity must have a board of directors. However, when the entity is a subsidiary of a parent company with a board, the subsidiary may either have its own board or be governed by the parent board. This installment of NACD’sDirector FAQseries explores three common scen...

Samples and Templates, Research | November 21, 2016

Director FAQ: The Role of the Board vs. the Role of Management

In brief:As the corporation’s ultimate decision-making body, the board of directors plays two critical roles: overseeing management on behalf of shareholders and other constituencies; and advising management, albeit with limited involvement in everyday company operations. In contrast, members ...

Samples and Templates, Research | September 30, 2016