​​NACD Views on Governance Challenges​

Comments Views

​The National Association of Corporate Directors (NACD) has published a collection of articles on the general topic of "the priority topics dominating boardroom discussion." Governance Challenges: 2012 and Beyond includes advice from a number of firms with varying perspectives.

But, the question that the collection leaves me with is this:

If these are the topics "dominating boardroom discussion," are they the right ones?

I don't know how many times reports have been filed on the causes of the great recession — failures of corporate governance and risk management.

Yet, these don't seem to be on the board agenda for these advisors (with the exception of Marsh & McLennan, which has ERM at #3; Weil, Gotshal and Manges references it within the context of crisis management only).

Why are boards not asking "could this happen to us?" Shouldn't the board be discussing these topics?

  • How robust are our board, committee, and individual director assessment processes?
  • Are we releasing ineffective directors?
  • Does the board receive the information it needs, when it needs it, to understand and provide effective oversight of strategy, performance, and risk?
  • Does the board have sufficient independence from management? Does it provide sufficient challenge and question with skepticism management proposals and actions?
  • Is the board sufficiently diverse, not only with regard to race and gender, but in terms of experience and insight? Does it have an adequate level of knowledge to address all the significant strategies, operations, and risks of the organization?
  • Are the voices of risk and audit heard?
  • Does the board obtain the assurance it needs that risk management and internal control processes ensure risks of significance to the achievement of objectives are at desired levels?

What do you think?

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