Corporate Governance Guidelines Tool

In brief: Corporate governance guidelines list principles and practices for board composition and operations. They are required for companies listed on the New York Stock Exchange (NYSE) and may be developed voluntarily by companies listed on other exchanges, such as Nasdaq. Guidelines typically outline a company’s standing bylaws pertaining to the board and expand on those by including additional principles and practices that boards can amend over time.  

This resource can help your board to

• draft an initial set of corporate governance guidelines,
• update existing corporate governance guidelines, and
• ensure compliance with stock exchange requirements (for NYSE companies).

Most relevant audiences: public company directors, board chairs, lead directors, general counsel, corporate secretaries, and nominating and governance committees

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.