Report of the NACD Blue Ribbon Commission on Risk Governance

This NACD Blue Ribbon Commission report is a guide for boards to improve their risk-management-oversight processes. The report includes ten principles for effective risk oversight and sample risk governance documents, including risk reports and committee charters, as well as research results regarding various aspects of risk oversight.

This resource can help your board:

• Set risk-oversight objectives.

• Create a risk-appetite statement.

• Define the roles of the board and its standing committees in the oversight of risk.

Most relevant audiences: audit committee members, 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.