Insight

Getting started - background reading

​To help prepare, new directors will want to read a number of background materials to learn about the company, the board, and its committees.

A new director will want to review a number of background materials, including

Information about the company

  • SEC filings (Form 10-K and 10-Q, proxy statement, Form 8-K)
  • Earnings releases and materials used for analysts’ calls for the past year or two (including a transcript of the question-and-answer period as well as management’s prepared remarks)
  • The most recent materials provided to the board and the committees to which you will be assigned, as well as minutes for the past few meetings for the board and all committees
  • The company’s strategic plan, as well as information prepared by management or third parties regarding customer needs, the existing competitive landscape, and emerging competitors
  • Third-party assessments including analyst reports, vulnerability studies, and any communication from activist or institutional investors regarding the company or the board
  • The company’s top-level organization chart, bios of the company’s leadership team, and succession plans for the CEO and other key executives
  • Recent reports and/or survey results assessing the company’s reputation, culture, and the strength of its brand(s); and, if not otherwise included, presentations made to the board during the past year on risk, strategy, succession, and crisis management
  • Reports on the company’s compliance program and any government investigations or significant litigation

Information about the board and its committees

  • By-laws and Corporate Governance Guidelines
  • Committee charters
  • A description of the company’s directors and officers liability insurance
  • Policies applicable to directors, such as the company's Code of Conduct, conflict of interest policies, insider trading policies, and others as applicable

Additional resources and reading

New director onboarding

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Explore all topics in the New Director Onboarding report


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