Trending Oversight Topics
Governance Surveys
Center for Inclusive Governance
Director FAQs and Essentials
Director FAQ - Board Diversity
01/16/2023
Committees and Roles
In brief: Board diversity is here to stay. The percent of Fortune 500 board seats held by women and/or minorities is at 44 percent—nearly double the level of 10 years ago and growing, albeit slowly. Given what many have called the “glacial pace of change” in board diversity, this issue remains a topic of active focus for Congress, the US Securities and Exchange Commission, the stock exchanges, and states. This FAQ offers an overview of final and pending federal and stock exchange requirements for diversity of board composition and related disclosures, as well as details on final state requirements.
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.
NACD Directors SummitTM