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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: 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: 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: Risk OversightSexual 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: 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 Dialogue: Board Composition

Several factors have combined to make board composition a priority for a growing number of public companies. According to recent NACD survey results, the rate of director turnover on public-company boards has been on the rise over the past several yearsnearly doubling since the financial crisis. Add...

Research | December 30, 2014

Director Essentials: Preparing for Proxy Season

In brief: As annual meetings approach, directors need to be on their proxy season game. This installment of the Director Essentials series analyzes emerging issues within the framework of key fundamentals. Useful for first-time public company directors and those tasked with their onboarding, this do...

Research | December 28, 2016

Director Essentials: Strengthening Compliance and Ethics Oversight

In brief: In light of renewed regulatory focus, directors should consider strengthening their oversight of corporate compliance and ethics programs. New U.S. Department of Justice emphasis on the effectiveness of compliance and ethics programs in preventing, detecting, and mitigating the risk of ind...

Research | March 12, 2018

Director Dialogue: Board Oversight of Reputation Risk

Corporate reputation is qualitative, difficult to measure, and absolutely critical to a companys long-term health. While definitions may differ, most agree with Warren Buffetts famous observation that It takes 20 years to build a reputation and five minutes to ruin it. From a business perspective, r...

Research | December 11, 2017


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