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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 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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NACD PDF MCQs

PDF Questions and Answers	: 1410 (Complete Set)
File Format	: PDF
Latest Update	: March 17, 2026
Files Delivery	: Instant (5 to 10 min.)
Compatibility	: All Desktop and Mobile Devices
Delivery Method	: get Account
Sample Download	: NACD test PDF

The NACD Directorship Certification (NACD.DC) is the premier designation for corporate directors in the United States, signifying a rigorous understanding of governance and oversight. As of , the test is designed to validate a director's proficiency in core competencies required to navigate the complexities of modern boardrooms. The curriculum emphasizes critical terminologies such as fiduciary duties (Duty of Care and Duty of Loyalty), the Business Judgment Rule, and ESG (Environmental, Social, and Governance) maturity. Candidates are evaluated on their ability to oversee corporate strategy, monitor management performance, and manage risk while fostering an inclusive and ethical board culture. This certification ensures that directors can provide effective oversight of organizational vision and mission while maintaining high standards of financial and nonfinancial accountability.

MCQs Cover the Following Domains
Number	Section	Weight
1	Oversee Corporate Strategy as a Fiduciary	33%
2	Monitor Management Performance (Financial/Nonfinancial)	15%
3	Provide Risk Oversight	20%
4	Ensure Effective Board Processes and Culture	12%
5	Leadership Development, Evaluation, and Succession Planning	20%

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Online Test Engine Questions	: 1410
Testing Limit	: Unlimited
Access Type	: Online
Latest Update	: March 17, 2026
Access Activation	: Instant (5 to 10 min.)
Supported OS	: Mac, Windows, Android, iPhone / iPad, Linux
Delivery Method	: Username/Password

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Online Test Engine Practice History Graph

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Desktop Test Engine Questions	: 1410
Software Version	: 3.0.9
Access	: Unlimited
Latest Update	: March 17, 2026
Access Activation	: Instant (5 to 10 min.)
Support OS	: Windows (All Versions)
Delivery Method	: Username/Password

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