Report of the NACD Blue Ribbon Commission on Director Professionalism

To ensure that corporate directors are properly positioned to serve with the highest professional standards and are thoroughly prepared to provide authoritative oversight during today’s challenging global environment, NACD has issued an updated version of its most widely read publication – Report of the NACD Blue Ribbon Commission on Director Professionalism. Over the past fifteen years, this publication has set the standard for the roles and responsibilities of corporate directors, and how to effectively execute those duties.

The following recommendations and best practices are included in this report:

• It is imperative that each board define the parameters of its roles and responsibilities within the corporation. The main job of a board is to represent the interests of the stockholders and to follow the list of requirements necessary for upholding those interests.
• Each board must create its own processes for governance in order to fulfill the provided list of responsibilities. Best practices are presented for the board to follow in the creation of these processes.
• Boards should have the correct makeup of individuals to allow the highest level of function for the board. Each individual should have the core competencies expected of every board member while at the same time providing the board with the proper distribution of viewpoints and expertise.
• It is imperative to a board that its members are continuously evaluated in a variety of ways. The evaluations should lead to the continued education and growth of directors as well as to ensure the proper composition of the board.                                            

Selected supplements, endnotes, and appendices are included in this report.