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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: 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 Onboarding

Resource Center: Director OnboardingThis resource center and corresponding onboarding handbook provide a systematic approach, organized by four key cornerstones of onboarding. They offer new directors insights into how they should conduct their responsibilities and how boardrooms operate....

Research | January 13, 2017

Effective Director Onboarding Practices

New directors face a steep learning curve, and the pressure to climb quickly is intense. In todays rapidly changing business environment a new director must be brought up to speed on issues relating to the company and board culture as soon as possible to begin adding value. Effective onboarding prac...

Research | May 4, 2015

Director Primacy Upheld

The Delaware Court of Chancery again upheld the board-centric approach to corporate law, referred to as director-primacy, in July.

Articles | September 17, 2015

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

Report of the NACD Blue Ribbon Commission on Director Professionalism

Report of the NACD Blue Ribbon Commission on Director Professionalism

Research | July 13, 2011

Director Dialogue: Navigating M&A Deals in an Uncertain Environment

In brief: Over the years, researchers have found that the vast majority of merger and acquisition (M&A) deals—from 70% to almost 90%, depending on the study—fail to achieve their objectives in one way or another. Yet these figures have not put a damper on deal activity, and M&A h...

Research | February 1, 2017

Report of the NACD Blue Ribbon Commission on the Effective Lead Director

The importance of the lead director role is obvious from its namea director who leads fellow board members who, in turn, comprise the corporations highest decision-making authority. Just as a chief executive leads a corporation, the lead director leads the work of the independent directors. This rep...

Research | October 1, 2011


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