NACD Appoints a 24-person Commission to Establish Technology Governance Principles
Amid a New Era of Opportunity and Risk

WASHINGTON, April 16, 2024 /PRNewswire/ -- NACD today announced it has appointed a commission to examine board oversight of technology, prompted in part by the emergence of disruptive technologies like generative artificial intelligence which are impacting all business operations. The 2024 NACD Blue Ribbon Commission will be spearheaded by the following co-chairs:

• Nora Denzel, NACD.DC™, Lead Independent Director, Advanced Micro Devices, Director, Gen Digital and NACD, and Former C-suite Technology Executive at Intuit, HPE and IBM.
• David Kenny, Board Chair-Elect, Best Buy, Executive Chair, Nielsen and former CEO of Digitas, Akamai, Publicis, The Weather Company and Nielsen.

The commission will seek to establish principles and other guidance for boards and represents a proactive approach to addressing the challenges and opportunities posed by technological advancements.

Directors cited the increasing pace of technological change as a top priority for 2024 in the most recent NACD Directors Outlook. In the survey, 58% of respondents said improved oversight of digital transformation was important or very important, and 45% said improved oversight of strategy development and execution was very important - key indicators that directors are hungry for governance technology guidance.

"The rapid growth of emerging technologies such as artificial intelligence, augmented reality and blockchain have significantly reshaped consumer behavior and business operations," said Co-Chair David Kenny. "These advancements are forcing boards to adapt quickly so their companies remain competitive, relevant and in compliance with ever-changing regulations. I am honored to co-chair the Commission and help boards meet the urgent need to provide oversight of technologies that are challenging the status quo."

"Technologies underpin the value of many companies, yet research suggests that many boards struggle with governance of related operations, risks and compliance, and they need to adapt their practices," said Co-Chair Nora Denzel. "By establishing boardroom best practices and adopting a proactive approach to technology governance, boards can support innovation while safeguarding the interests of their organizations and stakeholders."

Over the next six months, the 24-person Commission - a collective of governance leaders, investors and subject-matter experts - will work together to develop governance best practices and an accompanying toolkit that will shape how boards govern the value-creating potential and risks of technology. The report of the Blue Ribbon Commission will also inform investors and policymakers about the steps boards are taking to be competitive, meet or exceed stakeholders' expectations and earn the trust of their customers and community.

The report will also provide tools, insights and boardroom best practices on topics such as:

• How boards can encourage innovation and tech-driven value creation in their organizations.
• Board composition that balances technological and traditional corporate expertise.
• The board/management relationship and how it must evolve to keep pace with the speed of change.

"Technology is a transformative force reshaping business. As stewards of corporate governance, it's imperative for boards to embrace proactive measures in overseeing the impact of emerging technologies. Our collective responsibility lies in fostering innovation while mitigating risks, ensuring our organizations remain agile, competitive and accountable in this dynamic landscape," said Peter Gleason, NACD president and CEO.

The NACD 2024 Blue Ribbon Commission includes the following members:

Co-Chairs:

• Nora Denzel, NACD.DC, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee at Advanced Micro Devices, who also serves on the Gen Digital and NACD boards.
• David Kenny, Board Chair-Elect, Best Buy; Executive Chair, Nielsen; and former CEO of Digitas, Akamai, Publicis, The Weather Company and Nielsen.

Commissioners:

• Claudia Allen, Sr. Advisor, KPMG Board Leadership Center.
• Glenn Booraem, Principal, Office of the General Counsel, Vanguard; and Industry Chair, Raj & Kamla Gupta Governance Institute at Drexel University's LeBow College of Business.
• Daniel Dobrygowski, Adjunct Associate Professor, Columbia University School of International and Public Affairs (SIPA); Head, Governance and Trust, World Economic Forum; and Director, Karhana Global.
• Tracey Doi, NACD.DC Retired Chief Financial Officer, Toyota NA; Director, Pentair and Quest Diagnostics.
• Nicholas Donofrio, Founder, NMD Consulting LLC; Director, HYPR (Lead Director), NACD, USA Chips Act NSTC, Quantexa (Chair), SecurityScorecard and Sproxil (Chair).
• Deborah Dunie, NACD.DC, Director, Axient; Advisory Board Chair, NACD National Chapter; and Advisory Board Member, Harvest Returns and Tetrad Digital Integrity.
• Dorlisa Flur, NACD.DC, Director and Strategic Advisor; Trustee, Blue Cross Blue Shield of NC; and Director, Hibbett Inc., Sally Beauty Holdings Inc. and United States Cold Storage.
• Peter Gleason, President, CEO, and Board Director, NACD.
• Holly Gregory, Co-Chair, Global Corporate Governance Practice, Sidley Austin LLP.
• Diane Hessan, Board Chair, Brightcove; Director, Panera Bread Co. and Eastern Bank; and Trustee Emeritus, Tufts University.
• Tarun Khanna, Jorge Paulo Lemann Professor, Harvard Business School.
• Jannice Koors, Senior Managing Director, Pearl Meyer.
• Gina Loften, Trustee, TIAA; and Director, Interwell Health, Thoughtworks, TTEC and FourSquare.
• Ryan McManus, NACD.DC, CEO, techtonic.io; Director, NorTech Systems and Empower Columbia University Think Bigger Technology and Innovation Hub; and President, the NACD New York Chapter.
• Margot McShane, Co-Leader, Board and CEO Practice, Americas, Russell Reynolds.
• Larry Quinlan, NACD.DC, Director, ServiceNow, Jones Lang LaSalle and Booking Holdings.
• Rima Qureshi, Director, Mastercard and GSMA.
• Casey Santos, Independent Board Director, Audit Compliance and Risk Committee Chair; Former CIO (Asurion, General Atlantic); Independent Director, Omnicom; and Board Member, Horizon Blue Cross Blue Shield of New Jersey and Nashville Electric Service.
• Brig. Gen. Greg Touhill, U.S. Air Force (Ret.), Director, ISACA.
• Major Gen. Suzanne "Zan" Vautrinot, U.S. Air Force (Ret.), Director, Wells Fargo Corp., CSX Corp., Ecolab, Parsons Corp., City of Hope and Battelle.
• Leroy Williams, Director, Molson Coors Beverage Co., NACD Colorado Chapter, JE Dunn Construction and UMB Financial Corporation.
• Laurie Yoler, Director, Bose, Church & Dwight, NACD Northern California Chapter and Saltbox.

Commissioners participate as a service to the governance community and not as representatives of any organization.

About NACD

The National Association of Corporate Directors^® (NACD^®) is the leading member organization for corporate directors who want to expand their knowledge, grow their network and maximize their potential. For more than 47 years, NACD has helped boards and the business community elevate their performance and create long-term value. Our leadership continues to raise standards of excellence and advance board effectiveness at thousands of member companies.

NACD's value insights, professional development events and resources, such as the NACD Directors Summit^™ and the NACD Directorship Certification^® program, support boards in navigating complex challenges. With a growing network of more than 24,000 members across more than 20 Chapters, boards are better equipped to make well-informed decisions on the critical, strategic issues facing their businesses today. Learn more at www.nacdonline.org.

Media Contact:
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Susan Oliver
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SOURCE National Association of Corporate Directors