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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

BRC Director Professionalism

BRC Director Professionalism

Research | July 13, 2011

Common Director Independence Terminology

The large number of terms surrounding director independence can cause confusion; below is a short list of common director identification terms. Some terms do not have agreed-upondefinitions and are used informally, while other terms do have specific definitions. Each term is explained in isolation a...

Research | December 7, 2012

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 | January 5, 2018

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 | March 12, 2018

Seven Tactics for Minimizing Director Litigation Headaches

Law firms that specialize in suing directors will scrutinize nearly every major transaction, public offering, stock drop, restatement, and press release filed by public companies. For instance, according to Cornerstone Research, stockholders file lawsuits challenging the majority of public company t...

Blogs | July 10, 2017

Report of the NACD Blue Ribbon Commission on Director Liability

Empowered directors help develop strategies that guide their corporations to compete in the global marketplace through appropriate business risk-taking. But, directors will not take such value-enhancing risks if they are paralyzed by undue fears of personal liability. This report clarifies the reali...

Research | December 1, 2013


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