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A Closer Look at the Emerging Debate Over Board Tenure
The appropriate length of service by a company director is an emerging issue in corporate governance that yields varying responses among large shareholders, proxy advisors, and directors themselves.
Board CompositionDirector TurnoverTenureTenure LimitsTerm LimitsCorporate Secretary Guidelines: Taking Notes and Preparing Official Minutes
Meeting minutes of the board of directors, which usually are prepared by the corporate secretary, can play a crucial role in a government investigation or civil litigation relating to a decision or indecision of the board of directors or the knowledge of an individual director.
General CounselDirector LiabilityLiabilityRisk ManagementThree Key TSR Incentive Design Considerations
As proxy advisors and shareholders continue to focus on improving the relationship between compensation and shareholder returns, and new pay for performance rules are finalized by the US Securities and Exchange Commission, it is likely that more companies will consider adapting incentives based on Total Shareholder Return (TSR) principles.
CompensationIncentivesTen Practices for Improving the Risk Assessment Process
Effective risk assessment is fundamental to the management and oversight of risk. While the risk assessment process must be tailored to the individual needs of each organization, the hallmark of a successful risk assessment is one that helps directors and executive management identify emerging risks and face the future confidently.
Risk AssessmentSix Concepts for Oversight of Performance Management
Performance management relates virtually to everything that is important to a company’s progress—execution of its strategy, the customer experience, investor expectations, executive compensation, and the board’s oversight itself. In spite of the importance of performance to a company’s success, there is very little literature on board oversight of performance management.
CompensationStrategyHow to Get First-Time Audit Committee Members Up to Speed
Which of the following areas does the audit committee typically oversee?
Audit CommitteeEarly DirectorThe Caremark Standard: Tough, but Not Impregnable
The Caremark decision built a high wall for plaintiffs to scale in asserting a board’s failure to comply with duty of care and loyalty standards. A landmark case before the Delaware courts in 1996, the decision written by the Court of Chancery of Delaware for In re Caremark International Inc. clarifies the board’s duties in relation to its oversight activities.
ComplianceDelaware CourtsEthicsLegislationRegulationRisk ManagementThe Economics of Cybersecurity
Does your senior management team know how and where its cybersecurity investment is making an impact?
CybersecurityRisk ManagementGovernanceBoard Oversight of Dynamic Workplaces Undergoing AI Transformation
Board oversight of workplace dynamics now requires consideration of the effects of artificial intelligence on the workforce.
Artificial IntelligenceCultureStrategyGovernanceDirectors Consider AI’s Implications for Board Work and Regulatory Oversight
Beyond using artificial intelligence (AI) for products and services, companies can effectively leverage AI to drive greater efficiency. But with new capabilities come ethical and regulatory considerations that demand the board’s attention.
Artificial IntelligenceTechnologyComplianceRegulationRegulatory RiskRisk ManagementStrategyGovernanceCorporate GovernanceLeveraging Privacy as a Human Right to Your Company’s Advantage
Considering data privacy a human right can boost your branding and ensure your company's technology is resilient.
Data BreachData PrivacyDigital StrategyStakeholdersGovernanceFor High-Growth Companies, Building an Effective Talent Strategy Requires Full Board Involvement
High-growth companies must consider these questions as their organizations work to achieve the right mix of skilled talent and other critical resources.
Corporate CultureFuture of the WorkforceHuman CapitalTalent RecruitmentGovernanceIdentify, Assess, and Adapt: How Directors Can Proactively Oversee ESG Risks
ESG issues are increasingly having a material impact on the corporate balance sheet, and directors should focus on these core areas when integrating ESG issues into their risk oversight role.
ESGESG ReportingRisk GovernanceStrategyGovernanceIn 2020, Directors Worry About Balancing Economic Downturn, Business-Model Disruption
The results of our 2019-2020 NACD Public Company Governance Survey are in, and boards face disruptive and divergent forces, as well as show improvement in emerging areas of oversight.
Public CompanyCybersecurityESGHuman CapitalTalentDisruptive RiskGovernanceEmerging RiskZooming in On the Personalization Minefield
As the strategic imperative of personalized experiences grows, here are key principles board members should keep in mind.
Digital TransformationTechnologyStrategyAuditors Can Help Directors Cope With the Changing Information Landscape
Auditors can help fill existing and growing gaps in assured information.
CybersecurityESGAuditDisclosureShareholder CommunicationGovernanceA Blueprint for a Tech-Empowered Experienced Workforce
These three steps can help organizations as they begin building a strategy around valuing and retaining older workers in the age of digitalization and automation.
Digital TransformationTechnologyCultureFuture of the WorkforceHuman CapitalTalentStrategyGovernanceCISO and Director Perceptions of Each Other, and Themselves, Diverge
Chief information security officers and boards view each other and cybersecurity in different ways, but are better aligned now than five years ago.
CybersecurityBoard-Management RelationsGovernanceWhat’s in Store for Director-Centric CES Tour
Why should directors keep up with promising technology? To get to the heart of it: Why does NACD’s CES Experience matter for boards? The innovation of products and services is exactly what has made companies flourish since the beginning of time.
Digital TransformationDisruptive TechnologyEmerging TechnologyTechnologyRisk ManagementGovernanceStart-Ups and Sensorization Rule the Day at CES
During the first half of NACD's CES Experience 2020, in partnership with Grant Thornton, start-ups and sensorization were featured.
StartupDigital TransformationDisruptive TechnologyEmerging TechnologyTechnologyGovernanceAt CES, A Focus on Sustainability
Tours of the show floor on the third day of NACD's CES Experience 2020, in partnership with Grant Thornton, revealed a push to bring sustainability to the fore.
Digital TransformationTechnologySustainabilityInnovationRisk ManagementGovernanceExecutives and Directors View Economic Conditions and Technological and Regulatory Disruption as Top Risks in 2020
A recent global survey by Protiviti and North Carolina State University's Enterprise Risk Management Initiative highlights the influence of the economy, talent, digital disruption, and culture on the risk landscape.
Disruptive TechnologyTechnologyRegulatory RiskRisk ManagementEmerging RiskConsider Data Use Before an Incident Occurs
Directors discuss how to approach cybersecurity and privacy issues before a problem occurs.
CybersecurityData BreachData PrivacyCrisis CommunicationGovernanceThe Board’s Role in Sales Oversight
If you are actively serving on an early-stage company's board, you should keep these key sales-related concerns in mind to mentor leadership and improve results.
StrategyGovernanceLeadershipNew NACD Report Provides Insight Into Emerging Board Matters for 2020
The report pulls together topics that have risen in importance in 2019 and that show no signs of slowing in 2020.
Governance Outlook ReportRisk ManagementStrategyGovernance