NACD's Peer Exchange Roundtable Identifies Top Five Questions Companies Should Ask Themselves When Selecting a Lead Director

One in a Series of Events Held by NACD to Advance Exemplary Board Leadership

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National Association of Corporate Directors

Jan 25, 2011, 09:35 ET

NEW YORK, Jan. 25, 2011 /PRNewswire/ -- The challenges in selecting a lead director for corporate boards have never been greater, according to a panel jointly convened by the National Association of Corporate Directors (NACD) and Heidrick & Struggles, a leading global executive search and leadership consulting firm. To aid companies as they develop criteria for adoption of this new board leadership position, the NACD and Heidrick & Struggles have developed the Top Five Most Important Questions companies need to address when they set out to name a lead director.

"Rooted in the economic recession and compounded by the impending federal requirements under Dodd-Frank, corporate boards are increasingly looking for not only a lead director with industry and executive experience, but someone who also possesses a greater global perspective. Directors with these unique attributes – and that are capable of asking the CEO difficult questions with the shareholders' interest in mind – are becoming the gold standard for companies," said Ted Dysart, Vice Chairman, Heidrick & Struggles.

The questions are based on input from more than 30 directors who serve an array of Fortune 200 companies. The Top Five Most Important Questions are:

How should a board develop a proper process for the selection of a lead director?
How should a board identify, recruit and select its next lead director?
What qualities does a best-in-class lead director possess?
What can your board do to prepare for this important succession event?
What defines a best-in-class director assessment program?

The Roundtable participants identified two critical qualities necessary when evaluating lead director candidates: facilitating open and frank communication between the CEO and the full board, and building consensus in the decision-making process. These attributes have proven to be the most impactful responsibilities for successful lead directors, according to the Roundtable discussion.

The NACD Directorship Peer Exchange Roundtable: "Choosing Your Next Lead Director," is just one in a series of events held regularly by the organization to develop the proper mix of individuals with skill sets to meet the increased demands of board service, and outline the tough questions that directors need to ask of management to ensure proper oversight and assess risk.

While the specific duties played by lead directors differ from company to company, the role itself enables companies to identify an independent, non-executive leader on the board. For example, when the Chairman and CEO positions are held by one individual, the board would elect a lead director to be responsible for a wide range of issues that affect the company's leadership and shareholders.

"As a leader in the industry for almost 60 years, we have witnessed the gyrations in independent corporate governance. However, without a doubt, today there is a laser like focus on finding a lead director who can operate under the growing public and private scrutiny inherent in today's corporate environment," said Stephen Miles, Vice Chairman, Heidrick & Struggles.

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 navigate complex business challenges and enhance shareowner value. With more than 10,000 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

About Heidrick & Struggles

Heidrick & Struggles International, Inc., (Nasdaq: HSII) is the leadership advisory firm providing senior-level executive search and leadership consulting services, including succession planning, executive assessment and development, talent retention management, transition consulting for newly appointed executives, and M&A human capital integration consulting. For almost 60 years, we have focused on quality service and built strong leadership teams through our relationships with clients and individuals worldwide. Today, Heidrick & Struggles' leadership experts operate from principal business centers in North America, Latin America, Europe and Asia Pacific. For more information about Heidrick & Struggles, please visit www.heidrick.com.

SOURCE National Association of Corporate Directors