2019-2020 Private Company Governance Survey

In brief: For more than a decade, NACD’s Private Company Governance Survey has helped directors to stay on top of governance trends and practices and to benchmark their boards against a large set of privately-owned organizations.

This year’s 2019-2020 report offers commentary on the significance of critical trends and highlights how key practices may evolve amidst the COVID-19 outbreak. The report provides critical insights on

• key business trends and essential priorities of the board;

• the development of strategy in an uncertain environment;

• the state of boards’ risk oversight, specifically cyber risk; and

• the evolving state of ESG practices among privately held companies.

Boards can use this resource to improve their governance oversight:

Identify areas for improvement in your current governance practices, including board composition, structure, succession planning, and risk oversight.

Benchmark your board’s strategic priorities.

Relevant audiences: Board members and corporate secretaries of private companies, especially board chairs, lead directors, and committee chairs

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.