2020 Governance Outlook: Projections on Emerging Board Matters

In Brief: The 2020 Governance Outlook: Projections on Emerging Board Matters is NACD’s third publication in this annual report series, providing corporate directors and senior executives with a comprehensive, forward-looking overview of major business and governance issues that are likely to require board focus over the coming year.

The report includes insights and projections from 7 partners—Baker Tilly, Broadridge, Ceres, Deloitte, Grant Thornton, Spencer Stuart and Weil Gotshal & Manges—on the following themes: business risks, shareholder engagement, water scarcity risk, digital technology, regulatory updates, potential recession, board composition and diversity, and legal risks.

Boards can use this resource to assist them in taking the following steps:

• Highlight critical business risks that may impact company strategy.

• Evaluate boardroom practices around composition, succession, and recruitment.

• Discuss the material impact of water risk on their business or industry.

• Anticipate and prepare for possible changes in the regulatory landscape.

Most relevant audiences: board chairs, CEOs, lead independent directors, committee chairs, strategy committees, nominating and governance committee members, audit committees, and risk committee members

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.