National Association of Corporate Directors

Last updated
National Association of Corporate Directors
FoundedDecember 19, 1977;45 years ago (1977-12-19)
TypeNational Director Membership Organization
FocusDirector education, board development, director recruitment services, credentialing
Location
Area served
Nationwide
MethodPublic, private and nonprofit company surveys, educational events, conferences, publications
Members
23,000
Key people
 Reatha Clark King, Barbara Hackman Franklin Oz Hightower
Website www.nacdonline.org

The National Association of Corporate Directors (NACD) is an independent, not-for-profit, section 501(c)(3) founded in 1977 and headquartered in Arlington, Virginia. NACD's membership includes the entire boards of 1,700+ corporations as well as several thousand individual members, for a total of more than 23,000 members. [1] Membership is open to individuals serving on boards of public, private, and nonprofit organizations from both the United States and overseas. [2] The organization is registered with the National Association of State Boards of Accountancy as a sponsor of continuing professional education on the National Registry of CPE Sponsors. [3]

Contents

NACD operates at both a national and local level, with more than 20 chapters across 35 major metropolitan cities within the United States providing educational programs and networking opportunities. [4]

The organization collaborates with various other organizations such as Heidrick & Struggles, KPMG's Audit Committee Institute, Marsh & McLennan Companies, Pearl Meyer & Partners, and Sidley Austin. [5] [6]

History

NACD was founded in 1977 with the goal to educate directors. In 1978 it announced the first comprehensive Director Education Program. Ten years later, NACD recognized the first Director of the Year. [7] [8] In 1993, NACD published its first Blue Ribbon Commission Report, offering ten principles to guide audit committees and their oversight of financial reporting as well as risk management and internal and external auditors. [9] In the early 2000s, NACD's Blue Ribbon Commission Report on Board Evaluations helped optimize board composition, while the organization helped shape Sarbanes-Oxley and influence the new New York Stock Exchange (NYSE) and NASDAQ listing rules. [8] In 2004, NACD co-found the Global Director Development Circle, launched in response to the need to keep directors ahead of international corporate governance and legislation. [10] This program led NACD to globalize the Certificate of Director Education program in 2006. The program has since evolved into the Global Network of Director Institutes. [11] In 2010, NACD acquired Directorship magazine, a magazine dedicated for today's corporate officers and board of directors. [8] [12]

Mission

NACD's mission, as stated on its website, is to elevate board performance by providing the information and insights that board members need to confidently navigate business challenges and enhance shareowner value. [13]

Advocacy

NACD serves as a resource during the legislative process by regularly sending research, publications and comment letters to the United States Congress, the United States Security and Exchange Commission [14] [15] and the Public Company Accounting Oversight Board. [16] [17] NACD employees have testified and conferred with key committees as they prepare for Congressional hearings. Research provided by NACD is cited in the legislative and regulatory arenas, providing statistics regarding boards as well as leading practices addressing key issues, such as boardroom compensation. [18]

Courses and events

NACD delivers more than 400 programs nationwide to 22,000+ directors each year. [19] These include national and chapter events, foundation courses, annual Summit, peer to peer roundtables, specialty events, and online learning opportunities. [19]

NACD summit

NACD's annual summit is the largest and most influential director forum in the world. [20] The event gathers thousands of directors each year. [20]

Special events

NACD specialty programming includes signature annual events and new programming to reflect emerging trends in the directorship field. [21] These events include From Battlefield to Boardroom, [22] NACD Directorship 100, [23] and the NACD NXT Gala. [24]

Foundation courses

NACD offers director education courses as the foundation of two NACD credentials, NACD Fellowship and NACD Directorship Certification.

Director Professionalism is the prerequisite course for certification and provides directors with boardroom fundamentals. [25]

Experienced directors looking to become NACD Board Leadership Fellows must attend NACD Master Class. The course offers fireside chats with prominent CEOs, analysis of emerging disruptions, and a forum for candid discussions with director peers. [25]

Virtual learning

NACD's virtual learning programs offer comprehensive education for current and aspiring boardroom leaders. Programs include webinars, Directorship Essentials Series, and the Art of Directorship Series. [26]

Peer-to-peer programs

NACD offers various peer programming throughout the year. [27] Programs include Advisory Councils, [28] General Counsel programming, [29] and Chapter programs. [4]

Credentials

NACD enables directors to earn credentials that demonstrate a commitment to continuous learning and board leadership. NACD aims to help directors stay ahead of emerging issues and connect with a distinguished network of NACD-credentialed directors. [30]

NACD directorship certification

NACD's directorship certification is the premier US-based certification program designed to qualify corporate directors for effective boardroom performance. Based on a professional examination and continuing education, this certification verifies that directors possess the knowledge, expertise, and skills needed to discharge their fiduciary responsibilities as board members. [31]

NACD fellowship

The NACD Board Leadership Fellowship program provides experienced board leaders with a pathway of continuous insights, boardroom intelligence, and leading boardroom practices. [32]

Cyber Risk Oversight Certificate

NACD has partnered with the CERT Division of the Software Engineering Institute at Carnegie Mellon University and Ridge Global to develop the Cyber-Risk Oversight Program. [33] This program is designed for directors who wish to enhance their understanding of enterprise cyber-risk issues. The course confers the CERT Certificate in Cybersecurity Oversight, a tangible credential that demonstrates a commitment to cybersecurity literacy. [33]

Resources

Role in the corporate governance movement

In 2001 and 2002, the unexpected bankruptcies of Enron [44] and WorldCom [45] brought increased public and government attention to corporate governance and the role of the board of directors. In February 2002, Roger Raber, former CEO of NACD, was called to testify before House Energy and Commerce Committee, chaired by Billy Tauzin (R-LA), regarding the failure of Enron Corporation. [46] At request of Committee, Raber submitted 10 suggested standards, based on the Report of the NACD Blue Ribbon Commission on Director Professionalism (1996/2001/2005), for public company governance, submitting same to the New York Stock Exchange (NYSE) and the NASDAQ on May 1, 2002. In November 2003, the Securities and Exchange Commission approved new listing requirements for both, which were influenced by NACD's recommendations.

The ten core recommendations are as follows: [47]

NACD and the Securities and Exchange Commission

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References

  1. ↑ "About NACD". www.nacdonline.org. Retrieved 2020-10-21.
  2. ↑ "NACD - Why Join? - NACD Membership". Nacdonline.org. Archived from the original on 19 October 2017. Retrieved 10 July 2017.
  3. ↑ "National Association of Corporate Directors Company Profile". Learning Market. Retrieved 1 July 2012.
  4. 1 2 "NACD Chapters". www.nacdonline.org. Retrieved 2020-10-21.
  5. ↑ "Partner With Us". www.nacdonline.org. Retrieved 2020-10-21.
  6. ↑ "Top Companies Reluctant to Increase Director Compensation". Forbes. Retrieved May 5, 2012.
  7. ↑ "NACD Director of the Year". NACD. Retrieved 1 July 2012.
  8. 1 2 3 "Advancing Exemplary Board Leadership" (PDF). NACD. Retrieved 1 July 2012.
  9. ↑ "Report of the NACD Blue Ribbon Commission on The Audit Committee". NACD. Archived from the original on 4 March 2016. Retrieved 1 July 2012.
  10. ↑ "Global Director Development Circle". Scribd. Retrieved 1 July 2012.
  11. ↑ http://www.globenewswire.com/news-release/2013/01/07/514988/10017276/en/NACD-and-Eight-Other-Leading-Corporate-Director-Membership-Organizations-Form- [ dead link ]
  12. ↑ "Directorship" (PDF). NACD. Retrieved 1 July 2012.
  13. ↑ "Vision and Mission". NACD. Retrieved 1 July 2012.
  14. ↑ Directors, National Association of Corporate. "Sustained Ethical Corporate Culture at Risk From Proposed SEC Whistleblower Rules". Prnewswire.com (Press release). Retrieved 10 July 2017.
  15. ↑ "Request for Comment #6" (PDF). Sec.gov. Retrieved 2017-07-10.
  16. ↑ "Public Meeting Statements for Docket 037". pcaobus.org. Retrieved 10 July 2017.
  17. ↑ "Archived copy" (PDF). pcaobus.org. Archived from the original (PDF) on 18 June 2015. Retrieved 15 January 2022.{{cite web}}: CS1 maint: archived copy as title (link)
  18. ↑ "NACD: Helping Companies Make Better Decisions". The Metropolitan Corporate Counsel. Retrieved 1 July 2012.
  19. 1 2 "Calendar". www.nacdonline.org. Retrieved 2020-10-21.
  20. 1 2 "NACD Summit 2020". Virtual NACD Summit 2020. Retrieved 2020-10-21.
  21. ↑ "Special Events". www.nacdonline.org. Retrieved 2020-10-21.
  22. ↑ "2021 Battlefield to Boardroom". www.nacdonline.org. Retrieved 2020-10-21.
  23. ↑ "Directorship 100". NACD Directorship 100 Gala. Retrieved 2020-10-21.
  24. ↑ "NXT - Awards". www.nacdonline.org. Retrieved 2020-10-21.
  25. 1 2 "Foundation Courses Overview". www.nacdonline.org. Retrieved 2020-10-21.
  26. ↑ "Virtual Learning Programs". www.nacdonline.org. Retrieved 2020-10-21.
  27. ↑ "Peer to Peer Programs". www.nacdonline.org. Retrieved 2020-10-21.
  28. ↑ "NACD Fortune 500 Committee Chair Advisory Councils". www.nacdonline.org. Retrieved 2020-10-21.
  29. ↑ "General Counsel Overview". www.nacdonline.org. Retrieved 2020-10-21.
  30. ↑ "Credentials". www.nacdonline.org. Retrieved 2020-10-21.
  31. ↑ "NACD Directorship Certification®". NACD Certification. Retrieved 2020-10-21.
  32. ↑ "NACD Fellowship". www.nacdonline.org. Retrieved 2020-10-21.
  33. 1 2 "Cyber-Risk Oversight Program". www.nacdonline.org. Retrieved 2020-10-21.
  34. ↑ "Top Companies Reluctant to Increase Director Compensation". Forbes. Retrieved 1 July 2012.
  35. ↑ "NACD/Pearl Meyer 2016-2017 Director Compensation Report". Pearlmeyer.com. 2 August 2016. Retrieved 10 July 2017.
  36. ↑ Directors, National Association of Corporate. "NACD Convenes Nominating and Governance Committee Chair Advisory Council to Identify Leading Boardroom Practices". Prnewswire.com (Press release). Retrieved 10 July 2017.
  37. ↑ Directors, National Association of Corporate (2 May 2013). "NACD Gathers Fortune 500 Committee Chairs for Advisory Council on Risk Oversight". Globalnewswire.com (Press release). Retrieved 10 July 2017.
  38. ↑ "LinkedIn Groups". Linkedin.com. Retrieved 10 July 2017.
  39. ↑ "CEO succession starts with developing your leaders". McKinsey & Company. Retrieved 10 July 2017.
  40. ↑ "When looking inside for your next CEO". Heidrick.com. Retrieved 10 July 2017.
  41. ↑ "NACD Directorship Magazine - NACD Directorship Magazine". Directorship.com. Archived from the original on 14 May 2008. Retrieved 10 July 2017.
  42. ↑ "Resources for Business - US-CERT". Us-cert.gov. Retrieved 10 July 2017.
  43. ↑ "NACD-EY Sustainability Oversight Handbook - Executive Summary_Final.pdf" (PDF). Ey.com. Retrieved 2017-07-10.
  44. ↑ "Spotlight on Enron". Securities and Exchange Commission. Retrieved December 3, 2007.
  45. ↑ "Spotlight on SEC v. WorldCom". Securities and Exchange Commission. Retrieved December 3, 2007.
  46. ↑ "Developments Relating to Enron Corp: Prepared Witness Testimony, Roger W. Raber". The House Committee on Energy and Commerce. February 6, 2002. Archived from the original on November 29, 2007. Retrieved December 3, 2007.
  47. ↑ "Recommendations to Congress". National Association of Corporate Directors. Archived from the original on October 25, 2007. Retrieved December 18, 2007.
  48. ↑ December 22, 2003
  49. ↑ March 9, 2004
  50. ↑ https://www.sec.gov/rules/proposed/s71903/nacd032604.pdf March 26, 2004
  51. ↑ https://www.sec.gov/spotlight/dir-nominations/transcript03102004.txt [ bare URL plain text file ]
  52. ↑ https://www.sec.gov/spotlight/soxcomp/soxcomp-hooper.pdf March 31, 2005
  53. ↑ https://www.sec.gov/spotlight/soxcomp/soxcomp-trans.txt April 2005
  54. ↑ https://www.sec.gov/spotlight/soxcomp/mhooper050106.pdf May 2006
  55. ↑ https://www.sec.gov/spotlight/soxcomp/bhfranklin050306.pdf [ bare URL PDF ]
  56. ↑ "Microsoft Word - SEC Comment Letter II 091509.doc" (PDF). Sec.gov. Retrieved 2017-07-10.
  57. ↑ "Archived copy" (PDF). Archived from the original (PDF) on 2015-07-11. Retrieved 2015-07-10.{{cite web}}: CS1 maint: archived copy as title (link)
  58. ↑ "Archived copy" (PDF). Archived from the original (PDF) on 2015-07-11. Retrieved 2015-07-10.{{cite web}}: CS1 maint: archived copy as title (link)
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