Lead directors play a significant role in the boardroom, enhancing board effectiveness by acting as independent figures in communicating the needs between the company’s management and board. Five years ago, only 39 percent of boards had lead directors. That number has almost doubled. Today, 66 percent of boards have a lead director.
NACD broadly defined the duties of the lead director in a 2004 Blue Ribbon Commission Report. Leveraging their years of experience, the NACD Blue Ribbon Commissioners will clarify the role of the lead director in order to enhance the effectiveness of the lead director in the boardroom. The 2011 report will 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 the lead director; the ideal profile of a lead director; and key relationships and communications of the lead director, including those between management and shareholders. The report will also offer recommendations for future challenges facing the role.
The 2011 Commissioners who contribute their views to the report are directors from leading companies and corporate governance experts. In addition to co-chairs Barbara Hackman Franklin and Irvine Hockaday, the panel includes:
- Peter Browning, director for Nucor, Lowe’s, Enpro Logistics, Acuity Brands
- Peter Clapman, director for iPass Inc.
- Reatha Clark King, former director for ExxonMobil, 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, director for 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 of 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
The 2011 Report of the NACD Blue Ribbon Commission on the Lead Director is scheduled for release at the NACD Annual Board Leadership Conference, October 2-4, 2011, in Washington, DC.