NACD Names Blue Ribbon Commissioners for Lead Director Report

WASHINGTON, May 11, 2011 /PRNewswire/ -- An elite group of more than 20 corporate directors and corporate governance thought leaders convened earlier this month to initiate the 2011 Report of the NACD Blue Ribbon Commission on the Lead Director. Hosted by the National Association of Corporate Directors (NACD), the commissioners will leverage their years of experience to develop recommendations to define and clarify the role of the lead director in the boardroom.

The report's commission will be co-chaired by Barbara Hackman Franklin, former U.S. Secretary of Commerce and currently a director for Aetna and the Dow Chemical Company and chairman of the board for NACD, and Irvine Hockaday, director for Ford Motor Company, Estee Lauder and Crown Media Holdings.

"As boards rise in accountability and visibility, the role of the lead director has become increasingly important. Lead directors play a critical role in ensuring independence of thought and oversight, and help build consensus in the decision-making process," said Ken Daly, president and CEO of NACD. "The diversity and depth of experience represented on this year's Commission provide a unique opportunity to study leading practices for the lead director position."

Sixty-six percent of boards currently have lead directors, a significant rise from only 39 percent just five years ago. According to NACD's most recent public company governance survey, 92 percent of boards with lead directors find that the position enhances board effectiveness.  Even so, many boards are in search of clear guidance for defining the role.

While the past commissions have broadly defined the duties of the lead director, this new report will augment and expand the earlier recommendations by exploring how the lead director role can be used to the fullest extent. Specifically, the report will discuss the evolving roles and responsibilities of lead directors; the ideal profile of a lead director; and key relationships and communications, including those between management and shareholders. The practical guide will also offer recommendations for future challenges facing the role.

"Over the last decade, market events and regulations have increased the performance requirements and expectations of boards and companies for effective, transparent, and independent governance," said Peter Gleason, managing director and CFO, NACD. "Many boards recognize the value of having a lead director, but may not know the best method for effectively executing those responsibilities. The Report of the NACD Blue Ribbon Commission on the Lead Director will provide a practical and flexible approach to creating a state of the art board."

The 2011 Commissioners who contribute their views to the report are directors from leading companies and corporate governance experts. In addition to co-chairs Hackman Franklin and Hockaday, the panel includes the following:

• Peter Browning, director for Nucor, Lowe's, Enpro Logistics, Acuity Brands
• Peter Clapman, iPass Inc.
• Reatha Clark King, former director for Exxon Mobil, Wells Fargo and Lenox
• Martin M. Coyne, director for Akamai
• Ken Daly, president & CEO, NACD
• Theodore Dysart, vice chairman with Heidrick & Struggles
• Charles Elson, director for HealthSouth
• Raymond Gilmartin, director for General Mills
• Peter Gleason, managing director & CFO, NACD
• Richard Goldstein, Interpublic Group
• Allan Grafman, director for Majesco Entertainment
• Ellen Hancock, director for Aetna, Colgate
• Bonnie Hill, director for Home Depot
• Karen Horn, director for Eli Lilly
• Jannice Koors, managing director at Pearl Meyer & Partners
• Richard Koppes, director for NutraCea Corp.
• John A. Krol, director for ACE Limited, Delphi, Tyco
• Gregory Lau, executive director corporate governance for General Motors Corporation
• Alex Mandl, director for Dell, Horizon Lines, Visteon Corp
• Mary Pat McCarthy, executive director for KPMG Audit Institute
• William McCracken, director for Computer Associates
• Joseph  O'Donnell, director for Comverse Technology
• John Olson, partner at Gibson, Dunn & Crutcher
• Warren Phillips, director for CACI International Inc.
• Norman Veasey, senior partner and strategic adviser at Weil, Gotshal & Manges
• William White, director, ContextMedia, Inc., former chairman & CEO at Bell & Howell
• Alex Wittenberg, partner at Oliver Wyman

Holly Gregory, corporate partner at Weil, Gotshal & Manges, will also serve as governance counsel to the Commission.

The new Commissioners met for the first time on May 2, 2011, in Washington, DC. They will meet once more in June as they continue to collaborate on their recommendations. The report is scheduled for release at the NACD Annual Board Leadership Conference on October 2-4, 2011, in Washington, DC.

About NACD

The National Association of Corporate Directors (NACD) is the only membership organization delivering the information and insights that corporate board members need to confidently confront complex business challenges and enhance shareowner value. With more than 11,000 members, NACD advances exemplary board leadership. NACD is focused on creating more effective and efficient boards through director-led education and peer forums to share ideas and leading practices based on more than 30 years of primary research. Fostering collaboration among directors and governance stakeholders, NACD is shaping the future of board leadership. To learn more about NACD, visit NACDonline.org. To join, please contact Kelly Dodd at [email protected] or 202-380-1891.

Contact:
Henry Stoever, Director of Marketing
National Association of Corporate Directors
202-775-0509

SOURCE NACD