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Source: National Association of Corporate Directors

NACD Gathers Fortune 500 Committee Chairs for Advisory Council on Risk Oversight

Delegates Agree One Body Should be Tasked With Allocating Risk Issues

WASHINGTON, May 2, 2013 (GLOBE NEWSWIRE) -- With risk practices in the spotlight following the release of the board review committee report on JPMorgan Chase, the National Association of Corporate Directors (NACD) convened its Advisory Council on Risk Oversight. Delegates agreed on the necessity of assigning one group with the responsibility of prioritizing and allocating risk issues, in addition to developing a risk appetite statement. NACD was supported by partners PwC and Gibson, Dunn & Crutcher.

With the increasing amount of risks presented to the board, advisory council delegates stressed the need for one group to identify, prioritize, and allocate risks as they are elevated to the board. This responsibility, however, can lie with the full board, audit committee, risk committee or other named body. "The board must determine who is acting as the air traffic controller of the company," said Ken Daly, president and CEO of NACD. "The answer may be different for different companies."

Clarity in the role of oversight is key. According to PwC's 2012 Annual Corporate Directors Survey, 37 percent of directors believe there is no clear allocation of specific responsibilities for overseeing major risks among the board and its committees.

The council also addressed an issue of misperception of the role of the board in both society and the regulatory community. "There is a fixation on the idea that the board is ever-present and vigilant in every aspect of every decision in the corporation," said F. Joseph Warin, partner with Gibson Dunn. "Calibrating the role of the board remains one of our biggest future challenges in the legal community."

Advisory Council delegates include:

  • Richard H. Booth, Audit Committee Chair, Northeast Utilities
  • Jenne K. Britell, Audit Committee Chair, Crown Holdings; Chairman, United Rentals
  • Steven G. Elliott, Risk Oversight Committee Chair, Huntington Bancshares
  • John Maurice Fluke Jr., Audit Committee Member, PACCAR
  • Virginia Gambale, Audit Committee Member, JetBlue Airways
  • Robert C. Greving, Audit and Risk Committee Chair, CNO Financial Group
  • Patrick W. Gross, Risk Committee Chair, Capital One
  • Robert L. Guido, Audit Committee Chair, Commercial Metals, Bally Technologies
  • Renee J. Hornbaker, Audit Committee Chair, Eastman Chemical Co.
  • Barry W. Huff, Risk Committee Chair, Legg Mason
  • Sara Mathew, Audit Committee Chair, Campbell Soup; Chairman, Dun & Bradstreet
  • Derek R. McClain, Audit Committee Chair, Risk Committee Member, Mutual of Omaha
  • Thomas M. Murnane, Corporate Governance Chair, Nominating Committee Chair, The Pantry
  • Leslie A. Murphy, Audit Committee Chair, Kelly Services
  • Bruce P. Nolop, Member, Audit and Compliance and Risk Committees Marsh & McLennan
  • Joseph M. O'Donnell, Audit Committee Member, ModusLink
  • John R. Roberts, Audit Committee Chair, Energizer Holdings
  • Richard W. Roedel, Audit Committee Chair, Sealy Corp, Lorillard; Risk Committee Chair, IHS
  • Richard J. Swift, Audit Committee Chair, CVS Caremark
  • Laura S. Unger, Compliance and Risk Committee Chair, CA Technologies 
  • Jack G. Wasserman, Audit Committee Chair, Icahn Enterprises
  • Wilhelm Zeller, Risk Committee Chair, Towers Watson & Co.

The goal of NACD's National Advisory Council on Risk Oversight is to identify the specific issues facing committees dedicated to risk oversight, prioritize and develop leading practices to address these topics, then publish the resulting findings. A summary of proceedings from the meeting is available at

NACD also convenes advisory councils for the compensation, nominating/governance, and audit committees, all composed of Fortune 500 committee chairs and governance experts. The four advisory councils convene throughout the year to exchange ideas on leading oversight practices.

About NACD

The National Association of Corporate Directors (NACD) is the only membership organization focused exclusively on advancing exemplary board leadership. Based on more than 35 years of experience, NACD identifies, interprets and provides insights and information that corporate board members rely upon to make sound strategic decisions, confidently confront complex business challenges and enhance shareowner value. With more than 13,000 corporate director members, NACD provides world-class director education, director training and proprietary research about leading boardroom and corporate governance practices to promote director professionalism and bolster investor confidence. Furthermore, to create more effective and efficient corporate boards, NACD provides independent board evaluations and custom-tailored in-boardroom education and training programs, as well as director-led conferences, forums and peer-exchange learning opportunities to share ideas about current and emerging issues. Fostering collaboration among directors and governance stakeholders, NACD is shaping the future of board leadership. To learn more about NACD, visit To join, contact Kelly Dodd at or 202-380-1891.

About PwC's Center for Board Governance

PwC's Center for Board Governance is a leading resource to enable directors to more effectively meet the challenges of their critical role. By promoting leading governance practices the Center promotes excellence in the boardroom and is dedicated to better enabling boards and audit committees to perform their important roles. To provide timely updates to board members, the Center publishes the Annual Corporate Directors Survey, quarterly To the Point, monthly BoardroomDirect, and offers forums for directors to discuss current issues.

For more information, please visit

About Gibson, Dunn & Crutcher LLP

Gibson Dunn is a leading international law firm. Consistently ranking among the world's top law firms in industry surveys and major publications, Gibson Dunn is distinctively positioned in today's global marketplace with more than 1,000 lawyers and 17 offices, including Brussels, Century City, Dallas, Denver, Dubai, Hong Kong, London, Los Angeles, Munich, New York, Orange County, Palo Alto, Paris, San Francisco, São Paulo, Singapore, and Washington, D.C.  For more information, please visit

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