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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: 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: 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

Resource Center: Director Liability

Directors primarily face liability exposure through the fiduciary duties of care and loyalty under state law, in addition to liability risks from issuing stock or debt and engaging in M&A. This resource center contains guidance and tools for directors to gain a realistic outlook on their own lia...

Research | August 4, 2016

NACD Director Professionalism

Have you reached a point in your career where you are transitioning or preparing to transition into public company boardroom service? Are you looking to learn more about the role corporate directors play in the long-term sustainability of a company and how to make the most of the time you spend in t...

General, Events | December 4, 2017

NACD Advanced Director Professionalism

You have several years of boardroom experience under your belt, but you are looking to take your boardroom skills to the next level. Perhaps you are interested in chairing one of the key committees or have your sights set on becoming chair or lead director. NACDs highly interactive Board Leadership ...

General, Events | July 21, 2017

BRC Board Evaluation: Improving Director Effectiveness

BRC Board Evaluation: Improving Director Effectiveness

Research | January 1, 2010

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 | January 15, 2016

Three Evolving Liability Issues Every Director Needs to Know

Consider these emerging risks to individual directors and officers.

Articles | November 15, 2016


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