About Us

The National Association of Corporate Directors (NACD) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of NACD, we must practice honesty and integrity in fulfilling our responsibilities and comply with both the letter and spirit of all applicable laws and regulations. We aspire to create a culture at NACD that eliminates the need for a whistleblower policy; however, if employees or others do have issues, this policy lays out the appropriate channels for pursuing whistleblower concerns.

NACD Whistleblower Protection Policy

The National Association of Corporate Directors (NACD) requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of NACD, we must practice honesty and integrity in fulfilling our responsibilities and comply with both the letter and spirit of all applicable laws and regulations. We aspire to create a culture at NACD that eliminates the need for a whistleblower policy; however, if employees or others have issues, this policy outlines the appropriate channels for reporting whistleblower concerns.

Reporting Responsibility

This Whistleblower Protection Policy is intended to encourage and enable employees and others to confidentially communicate serious concerns internally so that NACD can address and correct inappropriate conduct. It is the responsibility of all board members, officers, and employees to report concerns about violations of the NACD code of ethics or suspected violations of law, including fraud, financial misconduct, conflicts of interest, or other unethical conduct. Such concerns should be reported internally for resolution, or, where they remain unresolved or where they involve concerns about issues such as financial fraud, to the whistleblower hotline or the Chair of the Audit, Finance and Risk Committee of the Board of Directors.

No Retaliation

It is contrary to the values of NACD for anyone to retaliate against any board member, officer, or employee who, in good faith, reports an ethics violation or a suspected violation of law, such as a complaint of discrimination, harassment, or suspected fraud. Any employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure

NACD has an open-door policy and encourages employees to share their questions, concerns, suggestions, or complaints with their supervisor, verbally or in writing. If an employee is not comfortable speaking with their supervisor or they are not satisfied with their supervisor’s response, they are encouraged to speak with or submit in writing to Human Resources. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor, the CEO, or the Senior Vice President of Human Resources. Supervisors and managers are required to escalate employee complaints to their supervisor, the CEO, or the Senior Vice President of Human Resources, and if needed, to report unresolved complaints or concerns about suspected ethical and legal violations such as financial fraud in writing to the Chairman of the NACD Audit,Finance, and Risk Committee, who has the authority to investigate all reported complaints. NACD also maintains a confidential hotline for reporting at 1-833-921-5222.

Senior Vice President of Human Resources

NACD’s Senior Vice President of Human Resources is the management leader responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Senior Vice President of Human Resources will advise the CEO and the full Audit, Finance, and Risk Committee of all material complaints and their resolution, and will report at least annually to the full Audit, Finance, and Risk Committee on compliance activity.

Accounting and Auditing Matters

The NACD Senior Vice President of Human Resources shall immediately notify the Audit, Finance, and Risk Committee of any concerns or complaints regarding corporate accounting practices, internal controls, or auditing, and work with the Committee until the matter is resolved.

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must do so in good faith and have reasonable grounds to believe that the information disclosed indicates a violation. Allegations that prove not to be substantiated will not result in disciplinary action if made in good faith; however, allegations which prove to have been made maliciously or knowingly to be false will be viewed as a serious offense subject to possible discipline.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation and comply with applicable legal obligations.

Anonymous Allegations

This policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be explored appropriately, but consideration will be given to:

• The seriousness of the issue raised;
• The credibility of the concern; 
• The likelihood of confirming the allegation from attributable sources; and
• Whether the complaint was made in good faith.

Handling of Reported Violations

NACD will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation. Employees are expected to cooperate fully in investigations conducted under this policy. NACD will retain records relating to reported concerns and investigations in accordance with NACD’s Record Retention and Document Destruction Policy.

May 20, 2026