Creating a Corporate Governance Institute

Roger W. RaberPresident & CEONational Association of Corporate Directors (NACD)Washington, DC

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About NACD

10,000 members and customers throughout the world

Non-profit, non-lobbying organization Association of directors by directors Mission is to improve leadership in for-

profit companies Services are publications, education

programs (public and in-company), best practices research, local peer group meetings, and individual guidance

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Structure of an Institute

Management – staff resources to build an Institute;

Research & Development – staff with “content-rich” background in corporate governance;

Meetings & Education – staff with background in administering conferences, meetings, and education programs; and

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Structure of an Institute…

Customer Service / Database Management – staff who are customer-friendly and have computer background;

Marketing – staff with sales and marketing background with emphasis on electronic / Web site promotions and sales.

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Services of an Institute

Publications: Manuals, guidelines, information on boards from start-up companies, family-held businesses to largest corporations – from building a board, to audit committee quality, to getting behind the numbers.

Education – Peer Interaction: local, regional, and in-boardroom seminars of small groups focused on sharing best practices, identifying critical and emerging issues, and developing competencies for new and continuing directors.

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Services of an Institute…

Guidance: Provide information and advice to members on any and all issues in governance – from general governance principles, to committee structure, to fiduciary responsibilities – members need access to information quickly and efficiently – e-mail, fax, conversation.

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Funding of an Institute

Membership Dues – 30-40% of revenue – provide newsletters, discounts on publications and meetings, and peer guidance

Publications – 25-30% of revenue – manuals, guidebooks

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Funding of an Institute…

Education Programs – 25-30% of revenue – local / regional programs, and in-company boardroom sessions

Corporate Sponsorship – 20-25% of revenue from high profile, very reputable board advisers – KPMG, McKinsey, AON, Heidrick & Struggles

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Developing a Strategy for an Institute

Form Affiliations and Alliances with organizations in need of board leadership and director excellence – World Bank, CEO-based industry associations – America’s Community Bankers, Council of Growing Companies, Executive Leadership Council.

Major focus on “board leadership and excellence” not necessarily on legislative / regulatory / shareholder lobbying interests.

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Developing a Strategy for an Institute…

Build a board, advisory committee, faculty, and writers / editors who are well known, preeminent, and respected in the corporate community.

Integrity, Trust, Independence, Credibility, and High Standards are hallmarks of an Institute on Corporate Governance.