Inventory Finds Directors Taking Steps to Strengthen Corporate Governance

NACD Urges More Boards to Act

WASHINGTON, Oct,. 19 /PRNewswire-USNewswire/ -- Today at the National
Association of Corporate Directors' (NACD) annual corporate governance
conference in Washington D.C., NACD president and CEO Ken Daly delivered a
progress report on board activity stating that directors are focused on the
critical areas, but that more action must be taken to help restore public and
investor trust in corporate America.

"Over the past year I have witnessed a director community determined to focus
on the issues that matter," said Daly. "Now directors must demonstrate marked
action, exploring new ways to strengthen corporate governance."

To gauge this progress, Daly cited NACD's 2009 Public Company Governance
Survey, an inventory of Fortune 500 board actions, and NACD member
participation, including its campaign to strengthen corporate governance.

An inventory of board actions found:
-- NACD's 2009 Public Company Governance Survey of 632 found that
directors
are focusing on issues more critical to recovery: strategic planning,
risk oversight, financial oversight and corporate performance, and
that
they are responding to shareholder concerns.
-- Nearly 50 percent of boards separate the positions of board chair and
CEO, continuing that growth trend. When asked what board leadership
structure they prefer, 63 percent say they prefer a structure where
the
CEO and Non Executive Chair were separate.
-- Declassified boards are now the norm in large cap public companies,
with
72.2 percent conducting annual elections and only 27.8 percent with
staggered terms. There is still a strong shareholder desire to
declassify boards.
-- The use of director evaluations specifically to replace and renew
board
membership is on the rise is the most prevalent method of director
replacement. All methods saw an increase this year, indicating that
directors consider board composition critical in this environment.

-- A separate poll of 90 Fortune 500 directors highlighted that the
majority of boards have stepped up self-assessment measures to ensure
efficient and effective performance.

"Many corporate boards have recognized the critical issues and adjusted their
practices to perform in these unprecedented times, but this inventory of
activity tells us that our work has only begun and more must be done," said
Daly. "Directors must continue taking the necessary steps to restore public
and investor confidence, an important ingredient of economic recovery."

Additionally, NACD notes that nearly 3,000 individuals have downloaded the Key
Agreed Principles as part of the organization's campaign, Leading the Way:
Directors Strengthening Corporate Governance. Hundreds of companies like
Aetna, Home Depot, United Health, Dow Chemical, Becton, Dickinson and Company,
and Whirlpool are also using them as a framework for reviewing critical board
practices.

The number of directors seeking continuing education from NACD has also more
than doubled over the past year, more evidence that directors are taking
action to enhance oversight and hone skills to stay ahead of the curve.

NACD urges more boards to lead efforts to restoring public and investor trust
in corporate America by joining other leading boards in its campaign to
strengthen corporate governance. NACD's campaign provides a simple,
step-by-step roadmap for assessing current governance practices. NACD also has
produced a set of campaign white papers on four critical areas (risk,
executive compensation, corporate strategy and investor communications).

About NACD

Founded in 1977, the National Association for Corporate Directors (NACD) is
the only member-based nonprofit organization for corporate directors providing
tools, professional support and the platform for making corporate directors
more effective in boardrooms across the country. With nearly 10,000 members,
NACD improves director performance by empowering members through education, a
forum for peers to share ideas, and an extensive knowledge base of information
and publications. NACD fosters collaboration among directors and governance
stakeholders to shape the future of corporate governance.

For more information, visit www.nacdonline.org/DirectorChallenge.

SOURCE National Association of Corporate Directors

Jenni Brewer, +1-703-741-7047, jbrewer@golinharris.com, for the National
Association for Corporate Directors