Posts Tagged ‘Dodd-Frank Act’

NACD Renews Gold Standard for Corporate Director Performance

September 14th, 2011 | By

To align with the changes brought on by the Dodd-Frank Act, NACD updated its most widely read publication, the Report of the NACD Blue Ribbon Commission on Director Professionalism. The report has served as the gold standard for the roles and responsibilities of corporate directors over the past 15 years and is the go-to guide for directors, corporate secretaries, general counsels, accounting firms, law firms, universities, and other corporate governance leaders.

The idea of “director professionalism” was pioneered by NACD with the original release of this landmark Blue Ribbon Commission (BRC) report. It is based on the understanding that the board is at the center of corporate governance, and the actions and attitudes of the individual board members shape the culture of the board. So, to build an effective board, directors must take their responsibilities seriously and work together as professionals.

The Director Professionalism BRC report focuses on four main areas that a board should consider and work collaboratively together to accomplish:

  • Responsibilities: What the board should do
  • Processes: How the board fulfills those responsibilities
  • Selection: Who the directors should be
  • Evaluation: How the boards and individual directors should be judged

Increased scrutiny on governance practices and additional demands being placed on public company directors inspired the re-issue of this report. The new version takes into consideration regulatory changes, including Dodd-Frank, say on pay and new SEC disclosure requirements for proxy statements, enabling directors to stay current on corporate governance practices.

The Report of the NACD Blue Ribbon Commission on Director Professionalism lays the foundation for a number of NACD programs and services, including the Director Credentials Program, which helps directors demonstrate their commitment to boardroom excellence, and NACD’s new Board Benchmarking Analysis Tool, which allows boards to benchmark their governance structures and practices against their peers.

The landscape for companies has changed more dramatically over the past 24 months than at any point in recent history. That makes NACD’s ongoing work to drive director professionalism more relevant than ever in helping boards meet new challenges. Leading authorities and experts, including members of the United States Congress and the Delaware Supreme Court, have referenced BRC reports and their detailed information about leading boardroom practices.

To receive a copy of the updated Report of the NACD Blue Ribbon Commission on Director Professionalism, visit http://www.nacdonline.org/Store/ProductDetail.cfm?ItemNumber=3721.

NACD Insight and Analysis

July 8th, 2011 | By

As noted in yesterday’s NACD Director’s Daily, the Boston Globe reported that the Federal Deposit Insurance Corporation (FDIC) issued final rules on recovering cash compensation from executives and directors of financial institutions that have been liquidated by the federal government. The Dodd-Frank Act empowered the FDIC to recover compensation when a current or former senior executive or director is “substantially responsible” for the failed condition of a covered financial company. The FDIC’s final rule clarifies that an executive or director would be considered “substantially responsible” if that person failed to act “with the degree of skill and care an ordinarily prudent person in a like position would exercise under similar circumstances.” In other words, executives and directors stand to lose their compensation from the previous two years if they are shown to be negligent in the performance of their duties.

While this new FDIC rule only applies to banking institutions, other clawback provisions in the Dodd-Frank Act will affect all public companies. The Act directs the Securities and Exchange Commission (SEC) and national listing exchanges to require companies to recover incentive-based compensation from any current or former executive if the company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. The specifics of the rule are yet to be developed; the SEC is scheduled to release a proposed rule near the end of 2011 with final adoption in early 2012.

Both clawback provisions set a fairly low bar to recoup compensation. The FDIC will recover compensation in cases of negligence. In banking institutions on the verge of collapse, it may be a heavy burden for an executive or director to prove lack of a breach of a fiduciary obligation and exercised “prudent” business judgment. The SEC and national listing exchanges will recover compensation in the event of noncompliance with “any financial reporting requirement.” This seemingly provides many opportunities to clawback incentive compensation from an executive. Final rules from the SEC will shed more light on the practical implications of the law.

Clawbacks may have more lasting effects than simply revoking an executive’s pay. Therefore, boards must monitor the corporation’s well being and closely align executive pay with performance.

Give Them Something to Talk About: Open Dialogue Fosters Alignment on Compensation

May 17th, 2011 | By

Executive compensation is again making headlines, as several companies grapple with the new provisions set by Dodd-Frank, including say on pay.

A recent article from the Wall Street Journal noted that “there remains plenty of upward pressure on pay. CEO cash bonuses rebounded in 2010…and executives can be well rewarded by stock grants as company performance and share prices improve. Still, companies face more pressure to defend those packages…”

This news highlights the importance of effective, transparent communications from the boardroom. Now that shareholders of publicly traded companies have an advisory vote on executive pay, board members should be prepared for increased scrutiny of executive compensation packages. It is critical that boards communicate the reasoning behind compensation packages, and how they align with the company’s long-term strategic plans.

Last year, NACD issued the Report of the NACD Blue Ribbon Commission on Performance Metrics: Understanding the Board’s Role, which provided directors with recommendations on using performance metrics to guide compensation decisions, and the board’s role in assessing those metrics. The BRC report serves as a great resource for directors who want to make sure that the established compensation packages demonstrate how the board is rewarding corporate performance.

Improving communications between directors and shareholders can help to promote transparency and build confidence. Shareholders may have more confidence in the board and less reason to challenge compensation packages where supporting metrics are easily available.

For additional tools to help boardrooms navigate both current and future regulatory and environmental changes, please visit the NACD Resources page.