Board Governance | Center for Corporate Governance

Today’s business environment is influenced by a fluctuating economy, greater scrutiny, and increased regulatory requirements, all of which are creating challenges and increased responsibilities for boards of directors. Because their role in governance has been heightened and the demands for accountability and transparency are at an all-time high, directors need current information and perspectives from independent sources to help make the tough decisions.

Select Challenges for Boards of Directors in the Current Environment

Overseeing enterprise risk management
Focusing on executive compensation programs and related regulations
Ensuring corporate strategy will achieve long-term value creation
Addressing heightened levels of shareholder activism
Responding to environmental and business sustainability concerns

Dig Deeper

What Society Thinks

Main Street's Mood Warms for Directors, Cools for CEOs

Produced by NACD Directorship and Deloitte LLP, in conjunction with Korn/Ferry International, this publication reveals a marked improvement in how directors are perceived by a cross-section of America. Now in its third edition, this year’s survey may reflect the visibility of the Dodd-Frank Wall Street Reform and Consumer Protection Act and what some view as an improvement in the economy.

Publication date: 3/2012 | File size: 1.4 MB

Directors Briefing - Shareholder Engagement

Questions for Directors to Ask

Deeper and more frequent ommunications with shareholders have become an international trend. This article presents innovative ways to reach out to shareholders, as well as the benefits of shareholder engagement.

Publication date: 2/2012 | File size: 1.1 MB

Directors’ Alert: 12 Issues for 2012

When Uncertainty Reigns

This publication from Deloitte Touche Tohmatsu Limited (DTTL)’s Global Center for Corporate Governance offers insights from governance specialists from DTTL member firms around the globe. This publication includes local and international perspectives on boardroom priorities within the context of today’s uncertain business environment. Each article includes questions that directors may ask to further explore issues with their own boards, as well as resources for each topic.

Publication date: 1/2012 | File size: 985 KB

2011 Board Practices Report

Design, Composition, and Function

This report by the Deloitte Center for Corporate Governance and the Society of Corporate Secretaries and Governance Professionals provides results from a survey of over 200 corporate secretaries on topical governance questions, including shareholder engagement, board committees, strategy, and sustainability. New to this eighth edition is an analysis of director qualifications, which includes insight on board composition related to gender, age, and ethnicity.

Publication date: 1/2012 | File size: 8.9 MB

Comparison of Corporate Governance Principles & Guidelines

United States

This publication provides a comparison of U.S. corporate governance principles and leading practices with those recommended by organizations like the National Association of Corporate Directors (NACD), the Business Roundtable, and The Conference Board.

Publication date: 1/2012 | File size: 1.4 MB

Rebuilding Trust

The Corporate Governance Opportunity for 2012

This annual publication reflects on corporate governance as it impacts all market participants. It addresses opportunities for both the board and for shareholders to rebuild trust.

Publication date: 12/2011 | File size: 50 KB

Global Market Sentiment Survey 2012

This survey includes views of over 2,700 respondents on topics such as economic outlook, global debt and credit crisis outlook, market integrity outlook, and capital market risks.

Publication date: 12/2011 | File size: 5.5 MB

Key Issues for Directors 2012

This article provides a brief summary of key issues for directors to focus on in the coming year. Topics include addressing economic, social, and political changes; shareholder engagement; and board composition.

Publication date: 11/2011 | File size: 36 KB

2011 Spencer Stuart Board Index

This edition of the annual study examines the state of corporate governance among members of the S&P 500 with respect to topics such as board size and composition, governance practices and processes, and compensation.

Publication date: 11/2011 | File size: 1.1 MB

2011 Trends in Corporate Governance of the Largest U.S. Public Companies

General Governance Practices

This annual survey highlights governance trends and recommended practices that have emerged in the past year among the U.S.'s largest public companies.

Publication date: 8/2011 | File size: 5.8 MB

The Dodd-Frank Act’s Impact on Public Companies

After One Year

This Deloitte LLP article provides updates related to various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including those related to executive compensation and corporate governance, among other topics that may be of interest to boards of directors. It also explores considerations for public companies related to those provisions.

Publication date: 8/2011 | File size: 323 KB

Corporate Governance Trends – Looking Back as We Move Forward

Hot Topics article, Corporate Governance Monthly

This issue of Hot Topics addresses current corporate governance trends and how regulatory reform may shape the future. The article also covers shareholder proposals related to environmental and social issues.

Publication date: 7/2011 | File size: 50 KB

Dodd-Frank's “Conflict Minerals” Provision Expected to Impact Nearly Half of All U.S. Public Companies

UPDATE: SEC delays final rules until at least August, 2011

Many public companies will be impacted by the conflict minerals provisions of the Dodd-Frank Act. This publication discusses the provisions and associated SEC timeline for rulemaking as well as industries that will likely be impacted, disclosures required, and potential considerations for companies.

Publication date: 4/2011 | File size: 52 KB

Bridging Board Gaps

Report of the Study Group on Corporate Boards

This publication aims to identify gaps in board processes and purposes based on discussions with a multidisciplinary group of participants in the current governance system. The publication cites seven core problems identified by the study group, and also provides real-life solutions.

Publication date: 4/2011 | File size: 4 MB

NACD Directorship 100: The Class of 2011

Included within the NACD Directorship 100: The Class of 2011 are Deloitte's Punit Renjen, chairman of the board, Deloitte LLP, and Raymond Lewis, partner, Deloitte LLP.

Posted with permission of the National Association of Corporate Directors (NACD), Copyright 2011. Any third party use or reproduction is strictly prohibited without the express permission of NACD via Henry Stoever, hstoever@NACDonline.org or 202-572-2102.

2011 Public Company Survey

This Survey provides data on a range of board practices from almost 1,300 public company directors and proxy data from 2,400 public companies. It offers data points and perspectives on some of the most pressing issues directors faced this year. It can be purchased from the National Association of Corporate Directors.

Corporate Governance Guidelines

The New York Stock Exchange requires listed companies to adopt and disclose their corporate governance guidelines. Leading companies continue to refine governance principles and review their policies at least annually. At a minimum, the guidelines should address the following:

Director qualification standards
Director responsibilities
Director access to management and, as necessary and appropriate, independent advisors
Director compensation
Director orientation and continuing education
Management succession
Annual performance evaluation of the board.

Director Independence

In general, an independent director is a board member who is not an officer or employee of the company. Maintaining independence from the company is a requirement for certain directors and overall a leading corporate governance practice. Learn more:

NASD and NYSE Rulemaking: Relating to Corporate Governance
Director Independence Tests Revised By NYSE, NASDAQ and AMEX: More Directors Could Be IndependentPosted with permission from the August 2008 issue of Weil Briefing: SEC Disclosure and Corporate Governance, a publication of Weil, Gotshal & Manges LLP, copyright 2008.

Governance Member Organizations

The following are some well-known governance organizations that one can join for a fee.

National Association of Corporate Directors (NACD): This organization is dedicated exclusively to serving the corporate governance needs of directors and boards.
Society of Corporate Secretaries and Governance Professionals (the Society): Members of the Society deal with public disclosure under the securities laws and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees.
The Conference Board: A business membership and research organization best known for the consumer confidence index and its list of leading economic indicators.
International Corporate Governance Network (ICGN): The ICGN is an organization of institutional investors and others who are committed to good corporate governance.
Financial Executives International (FEI): An association for senior-level financial executives, including chief financial officers, controllers, treasurers, and tax executives. Audit committee members of companies that meet FEI’s size criteria are eligible for membership.