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Exam: NACD Directorship Certification
Format: Online, proctored test (multiple-choice and scenario-based questions).
Duration: 2 hours.
Passing Score: 70% or higher (exact threshold may vary).
Multiple-Choice (Single & Multiple Select)
Scenario-Based Questions (Real-world governance dilemmas)

- Monitor reputational risk to the organization (for example, allegations of board, officer, director, and/or employee misconduct; the organizations social responsibility practices; and etc.).
- Review the effectiveness of crisis-management plans (including business continuity plans, cybersecurity plans, etc.).
- Review Code of Conduct and whistleblower policies.
- Monitor compliance with Code of Conduct and whistleblower policies, reports, and disposition.
- Define the roles and responsibilities of the board, board chair, chief executive officer (CEO), and management.
- Monitor managements performance against agreed upon financial objectives.
- Monitor managements performance against agreed upon nonfinancial objectives (for example, workforce diversity, equity, and inclusion (DE&I); corporate culture; employee engagement; and etc.).
- Assess/benchmark, approve, and monitor agreed-upon key performance indicators (KPIs) and corrective actions.
- Assess the effectiveness of internal controls.
- Monitor CEO engagement with stakeholders (such as shareholders, employees, customers, and community).
- Review and monitor regulations and associated compliance programs.
- Review and approve the recommendations of the audit.
- Knowledge of typical components of an organizations code of conduct
- Knowledge of the roles of external advisors to the board (e.g., compensation consultant, external auditor, outside counsel, etc.)
- Knowledge of the proxy voting process
- Knowledge of the legal implications of shareholder communications
- Knowledge of the investor-relations function
- Knowledge of the boards role in shareholder engagement and communication
- Knowledge of the audit process (including roles and responsibilities of audit committees, external auditors, internal auditors, etc.)
- Knowledge of required disclosures to investors
- Knowledge of regulatory bodies and processes impacting an industry
- Knowledge of organization valuations (such as book value, intrinsic value, discounted cash flow, comparable multiples, etc.)
- Knowledge of nonfinancial business performance metrics
- Knowledge of key performance indicators and benchmarks and their use by the board in assessing management performance
- Knowledge of financial statements
- Knowledge of emerging cybersecurity threats
- Ability to assess the strategic synergy between potential M&A targets and the organization
- Ability to assess the organizations competition
- Ability to assess the alignment between the organizations mission, values, and strategy
- Ability to assess and interpret financial statements
- Ability to assess an organizations performance against that of peer groups and goals
- Knowledge of various organizational structures (functional, divisional, matrix, etc.)
- Ability to provide independent thought leadership

- Conduct overall board performance evaluation.
- Conduct peer-to-peer board member assessments.
- Conduct self-assessment of own performance on the board.
- Encourage an inclusive, ethical, and collaborative board culture.
- Develop a board succession/refreshment plan based on a skills matrix that is aligned with the strategy.
- Set expectations for continuous board education.
- Review and conduct an onboarding process for new board members.
- Review and conduct nominations and refreshment processes for board members, board officers, committee members, and committee chairs.
- Review and update board policies, committee charters, and bylaws.
- Exercise fiduciary responsibilities of board members (including Duty of Care and Duty of Loyalty).

- Knowledge of US and international regulatory issues (such as the Foreign Corrupt Practices Act (FCPA) and United Kingdom (UK) Bribery Act)
- Knowledge of types (Sides A, B, and C) and risk coverage provided by Directors & Officers (D&O) liability insurance
- Knowledge of the different responsibilities of the board, board chair, CEO, and management team
- Knowledge of fiduciary responsibilities of boards and board members (Duty of Care, Duty of Loyalty)
- Skill in developing mutual trust and respect between board members and management
- Ability to respond appropriately to misconduct
- Ability to contribute productively to the board evaluation process
- Knowledge of the Business Judgment Rule
- Ability to prepare and contribute to board discussions and decisions
- Ability to promote and engage in continuing board education
- Ability to objectively assess the directors own board performance
- Ability to objectively assess overall board and committee performance
- Ability to objectively assess fellow board members board performance
- Ability to establish nomination and onboarding processes
- Ability to effectively listen to and engage with other board directors
- Ability to develop a board succession plan
- Ability to contribute to an inclusive, ethical, and collaborative board culture

- Review the board pack prior to board meetings.
- Prepare questions and actively participate in board meetings based on materials provided, presentations, and board discussion.
- Review, discuss, and approve major management recommendations (such as mergers and acquisitions (M&A), dividend policies, capital expenditures, restructuring, and changes in capital structure).
- Review and update the directors and officers (D&O), errors and omissions (E&O), and other insurance policies / coverages, and indemnification agreements.
- Encourage an environment of openness and dialogue between management and the board.

- Knowledge of potential disruptive risks (e.g., anything that has a significant effect on an organizations revenues, profits, competitive position, or reputation)
- Ability to interpret and synthesize information provided by management
- Ability to identify issues that could impact the reputation of the organization
- Ability to assess the cultural health of an organization
- Ability to assess opportunities and risks associated with a proposed M&A transaction
- Ability to assess managements human capital strategy
- Ability to assess effectiveness of the organizations management of regulatory risk
- Ability to assess crisis management plans (including business continuity plans, cybersecurity incident response plans, etc.)
- Ability to assess the effectiveness of an organizations DE&I programs

- Evaluate and approve the companys strategic plan.
- Monitor progress toward the strategic plan objectives.
- Review and evaluate enterprise risk assessment, mitigation, strategy, and response.
- Review and approve the organizations risk appetite.

- Knowledge of change-management strategies and processes
- Knowledge of strategy development and execution process
- Knowledge of M&A strategy and execution
- Ability to assess the proposed execution of a strategic plan
- Ability to assess the effectiveness of leadership in driving change
- Ability to ensure alignment between short-term and long-term objectives
- Ability to assess whether a change in organizational strategy is needed
- Ability to evaluate the organizations risk appetite
- Ability to evaluate the effectiveness of risk-mitigation plans
- Ability to identify strengths, weaknesses, opportunities, and threats (SWOT) and their potential impact on the company

- Select, hire, and (if necessary) terminate the CEO.
- Review and discuss succession planning for the organizations leadership.
- Evaluate the performance of the CEO and other named executive officers.
- Review and provide oversight of the organizations human-capital strategy.
- Determine the organizations executive total-compensation philosophy (base salary/ incentives/benefits/perks).
- Approve the compensation plan design and incentive payouts for the CEO and executive officers.
- Conduct executive sessions and provide CEO feedback.

- Knowledge of CEO recruitment and succession-planning process
- Ability to contribute to effective CEO succession planning
- Ability to assess the performance of the CEO against defined objectives and metrics
- Ability to assess the leadership pipeline
- Ability to assess and interpret executive pay plan design and payout decisions
- Ability to provide candid feedback to the CEO and executive team
- Ability to suggest/guide professional growth and development opportunities to the CEO and executive team
- Knowledge of elements of executive total compensation (base salary/incentives/benefits/perks)
- Ability to identify inappropriate behavior within the organization

Domain 1: Board Composition & Governance
Board structure, independence, and diversity
Director recruitment, onboarding, and evaluations
Committee roles (Audit, Compensation, Nominating & Governance)

Domain 2: Strategy & Risk Oversight
Role of the board in strategic planning
Risk identification, assessment, and mitigation
Crisis management and cybersecurity oversight

Domain 3: Financial & Audit Oversight
Financial literacy for directors
Internal controls and audit committee responsibilities
Regulatory compliance (SOX, SEC, FASB standards)

Domain 4: CEO & Executive Compensation
CEO succession planning
Executive compensation alignment with performance
Shareholder engagement on pay equity

Domain 5: Stakeholder & Ethical Governance
ESG (Environmental, Social, Governance) oversight
Shareholder activism and engagement
Corporate culture and ethics compliance