Building the Strategic-Asset Board

Building the Strategic-Asset Board

A New Mandate for Directors: Is Your Board Ready?

The world in which boards operate has been transformed in fundamental ways, prompting the critical question of whether a board's composition, director skill sets, and core board processes remain fit-for-purpose. The Commission believes that boards must adjust: by moving beyond traditional approaches to "board refreshment" and establishing a system for continuous improvement in the boardroom. This new mandate places substantially different demands on directors, and boards need to ask themselves, "Are we ready?"

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Select Recommendations

  • A Clean-Sheet Approach To Director Succession Planning
    Nominating and governance committees should develop a “clean-sheet” assessment of the board’s needs in terms of director skill sets and experience at least every two to three years, and use it as an input in continuous-improvement efforts (including recruitment and director education).

  • Alignment Between Director Recruitment and Long-Term Strategy
    The director recruitment process should have a time horizon that matches the organization’s long-term strategy, typically three to five years or more. The process should be designed to include candidates from diverse backgrounds.

  • A Balanced Mix of Director Tenures
    Tenure is an important aspect of boardroom diversity. Nominating and governance committees should strive for a mix of tenures on the board—for example, maintaining a composition that includes at least one director with <5, 5–10, and >10 years of service.

  • Investor Communications About the Board’s Continuous-Improvement Process
    Communications with investors and other key stakeholders should include a detailed explanation of the link between the organization’s strategic needs and the board’s composition and skill sets, as well as information about the board’s continuous-improvement processes.

The 2016 NACD Blue Ribbon Commission

  • Bonnie Hill
    Director, California Water Service Group; former lead director, Home Depot

  • Richard Koppes
    Senior Advisor, CamberView Partners; Director, IRRC Institute, NACD; former deputy executive officer and general counsel, CalPERS
  • Jean M. Birch
    Director, Cosi Inc., Darden Restaurants Inc., Papa Murphy’s Holdings Inc.
  • Glenn Booraem
    Principal and Treasurer, Vanguard Group Inc.
  • Sue W. Cole
    Director, Martin Marietta Materials Inc., Biscuitville Inc., Diversified Trust Co., NACD
  • Ken Daly
    CEO, NACD; Director, Powerlytics Inc., NACD
  • Nora M. Denzel
    Director, AMD Inc., Ericsson, Outerwall Inc., NACD Northern California Chapter
  • Cari Dominguez
    Director, Manpower Group Inc., Triple-S Management Corp., NACD
  • Nicholas M. Donofrio
    Director, AMD Inc., BNY Mellon Corp., Delphi Automotive PLC, Liberty Mutual, MITRE Co., NACD
  • Ted Dysart
    Vice Chairman, Heidrick & Struggles
  • Charles Elson
    Edgar S. Woolard Chair in Corporate Governance and Director, John L. Weinberg Center for Corporate Governance, University of Delaware; Director, Bob Evans Farms Inc., HealthSouth Corp.
  • Peter Gleason
    President, NACD; Director, Nura Health Inc.
  • John Gorman
    Partner, Luse Gorman PC; Director, Assure Holding Corp.
  • Holly Gregory
    Partner, Sidley Austin LLP
  • Karen N. Horn
    Director, Simon Properties Group, National Bureau of Economic Research; Chair, NACD
  • David Jackson
    Partner, Mercer International Inc.
  • Reatha Clark King
    Director, Malcolm Baldridge National Quality Award Board of Overseers; Chair Emeritus, NACD
  • Patrick A. Lee
    Senior Advisor, KPMG Audit Committee Institute
  • Bill McCracken
    CEO, Executive Consulting Group; Director, MDU Resources, NACD
  • Linda Mills
    Director, AIG, Navient Corp.

About NACD's Blue Ribbon Commission Reports

Our Blue Ribbon Commission Reports (BRCs) are NACD’s annual signature publications that propose new principles and practices to address the most critical boardroom issues.  Read more about the history and impact of the BRC report series here.