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NACD exam Format | NACD Course Contents | NACD Course Outline | NACD exam Syllabus | NACD exam Objectives

Exam: NACD Directorship Certification

Format: Online, proctored exam (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 exams.

- 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.

- Practice 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 exam, 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, exam, 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

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