According to KPMG’s 2024 Survey of Sustainability Reporting, 77% of the world’s top 250 companies now use GRI Standards to guide their disclosures — a clear signal that transparency has become a strategic priority in corporate governance.
As expectations rise, boards are called to demonstrate governance integrity through clear reporting on governance risks, environmental practices, executive accountability, and leadership independence.
Director and officer questionnaires play a critical role in meeting these demands. They collect information such as conflicts of interest, outside affiliations, and related party transactions that directly support public reporting, regulatory compliance, and overall board credibility.
This article explains why questionnaires for D&O matter for directors, officers, and governance teams — and how they help strengthen board oversight. You’ll also find practical guidance, including core requirements, sample D&O questionnaire insights on the review process, and what defines a strong D&O questionnaire example.
What is a D&O questionnaire?
A directors & officers questionnaire is a structured document that gathers detailed information from individuals serving in leadership roles within an organization. Typically distributed to board members, executive officers, and sometimes key committee members, its purpose is to identify legal, financial, or relational interests that may require disclosure.
- In public companies, D&O questionnaires are often used to support compliance efforts and meet Securities and Exchange Commission (SEC) requirements related to the company’s proxy statement, disclosures, and corporate filings.
- For private and nonprofit boards, they’re just as crucial, forming part of internal governance protocols and insurance documentation.
D&O questionnaire requirements
The structure of a D&O questionnaire may vary by organization, but several key components are common across most formats. These include:
- Basic personal information: name, address, position, tenure
- Background history: litigation involvement, regulatory sanctions, disciplinary actions
- Company-related disclosures: shareholdings, options, financial interests, insider transactions
- Affiliations: directorships, executive roles, or advisory positions in other organizations
- Conflict of interest declarations: financial ties, family relationships, external influence risks
The structure and depth of the questionnaire may vary by organization type — public, private, or nonprofit. As such, the objective remains the same: to surface relevant information that might affect fiduciary responsibilities or independent judgment.
Beyond that, questionnaire responses also play a key role in securing or renewing D&O insurance coverage. Insurers often review this documentation when assessing risk.
- In the U.S., public companies typically align their D&O questionnaire structure with SEC rules, particularly those tied to Schedule 14A (universal proxy card rules) and Regulation S-K. For others, the design may follow internal bylaws or governance charters, but legal teams still ensure the format holds up under scrutiny.
Annual D&O questionnaire: Best practices for directors and officers
If the first rule of board governance is “document everything,” then the second is “keep it current.”
Good governance practice calls for annual D&O questionnaire updates, along with additional updates triggered by organizational changes. Circumstances and board composition change: directors join new boards, acquire shares, shift financial interests, or encounter state securities violations.
Organizations make this process more efficient by following these best practices:
- Start early. Corporate secretaries should give directors and officers plenty of time to prepare, especially before annual meetings or filings.
- Make it digital. Use board management software or secure portals to distribute, collect, and track submissions.
- Automate reminders. Use centralized board software to manage automated notifications.
- Pre-fill known info. Reduce manual errors by using the prior year’s responses where applicable.
- Ensure legal review. Before circulating, have a counsel or an account administrator review the questionnaire template for updated regulatory bodies’ requirements or structural changes.
- Consolidate tracking. Maintain a secure, auditable record of who submitted what and when.
Pro tip: Using a board portal with built-in D&O questionnaire tools simplifies the process with e-signatures, version tracking, and structured data fields.
Off-cycle D&O questionnaires: When and why they are needed
An off-cycle D&O questionnaire is a disclosure request issued outside the regular review cycle, usually in response to a material event that could affect governance, risk exposure, or regulatory standing. Simply put, it’s issued when something changes, and the board needs updated information fast.
These are typically high-impact moments when director or officer status, conflicts of interest, or affiliations might suddenly matter more than usual. Here are the common situations:
- Executive transitions
- Mergers, acquisitions, or divestitures
- Major litigation or regulatory investigations
- Initial public offerings (IPOs) or capital raises
- Changes in beneficial ownership
When leadership shifts or regulatory pressure builds, the D&O questionnaire is one of the board’s best tools for staying transparent and ahead of risk. The recent case perfectly illustrates the importance of updated questionnaires.
Notably, Church & Dwight Co., Inc. faced SEC action after board member James R. Craigie failed to disclose a personal relationship with an executive, despite certifying otherwise in his D&O questionnaire. As a result, the misstatement led to inaccurate independence disclosures, resulting in a $175,000 fine and a five-year officer/director ban.
Director independence questionnaire: Ensuring compliance in governance
Maintaining an independent board is a core aspect of effective governance. Director independence questionnaires help verify whether a board member has financial, professional, or personal ties that could compromise their objectivity.
Independence is essential for impartial oversight on issues like executive compensation, audits, and shareholder matters. In a regulatory environment, it’s not optional. Stock exchanges such as the NASDAQ and the NYSE require listed companies to maintain a majority of independent directors. Similar rules apply in the EU and UK under Corporate Governance Codes.
Key questions to include in director independence questionnaires
When designing or reviewing these questionnaires, the goal is to uncover anything that might impair independent judgment. Typical questions include:
- Do you currently serve in an executive capacity for the company or any of its subsidiaries?
- Have you, or a family member, received direct compensation (beyond board fees) from the company in the past three years?
- Do you have any material business relationships with the company?
- Are you affiliated with any audit, compensation, or nominating firms currently engaged by the company?
- Do you serve on boards of any competitors, partners, or vendors?
- Are there any familial or close personal relationships between you and executive management?
Pro tip: Clear yes/no formatting with space for context helps simplify board evaluations and avoid assumptions.
D&O questionnaire sample and template: How to get started
If you’re starting from scratch or updating outdated forms, knowing what to include — and how to structure it — is required. While templates vary by company size and regulatory jurisdiction, most follow a consistent structure:
| Introduction and instructions | Clarifies purpose, legal proceedings, confidentiality, and submission requirements. |
| Personal and contact information | Full name, position, tenure, addresses, and directorships held. |
| Affiliations and relationships | Other boards, financial interests, family, or business relationships. |
| Legal and regulatory disclosures | Past litigation, disciplinary actions, bankruptcies, or regulatory sanctions. |
| Form ID disclosures | Information related to the Form ID as required by recent SEC amendments under “EDGAR Next”. |
| Equity and financial interests | Share ownership, options, and direct or indirect financial ties. |
| Conflict of interest declaration | Space to disclose and describe potential issues. |
| Acknowledgment and signature section | Confirmation that the information provided is accurate to the best of their knowledge. |
If you are looking for a D&O questionnaire template, consider visiting government websites, law institutions, industry associations, and other resources, often tailored to specific industries:
- The SEC provides a detailed downloadable example for board members.
- Ropes & Gray, a global legal firm, also publicly shares an illustrative questionnaire..
- National Venture Capital Association (NVCA) offers a template used for IPOs, direct listings, or De-SPAC deals.
D&O questionnaire stats: Valuable insights on usage and updates for 2025
Recent D&O questionnaire statistics also show a significant move toward digitalization as organizations seek faster, more reliable methods to manage governance risk and regulatory compliance.
The Research Nester expects the global board portal software market to grow from $3.12 billion in 2024 to over $13.77 billion by 2037. Governance teams prefer digital tools for convenience because the requirements for director oversight, audit readiness, and disclosure accuracy keep rising.
Additionally, boards are under increasing scrutiny to validate independence claims, disclose potential conflicts, and document decision-making more thoroughly, especially in regions governed by the SEC, ESMA, or ASIC.
In practice, boards that use structured digital workflows see benefits like the following:
- More companies are replacing static PDFs and Excel sheets.
- Digital platforms are being used to reduce turnaround time and improve accuracy.
- Governance professionals are prioritizing tools that offer secure audit trails and digital sign-offs.
Other than technologies, even the structure of the questionnaire itself is evolving. According to Lexology, boards in 2024 began incorporating questions around director expertise in AI technologies, cybersecurity oversight, and ESG accountability — areas once considered niche, now central to director due diligence.
Additionally, recent amendments by the SEC under “New Edgar” aim to enhance Edgar’s security, requiring applicants to disclose past securities ownership violations and adjust their questionnaires accordingly.
- If you’re considering transitioning to digital solutions for managing D&O questionnaires, exploring board portal software options is recommended to align with these emerging trends.
Modern tools for D&O questionnaire management
If your current workflow is still manual, modern board portal software can bring it into one secure, centralized system.
Here’s what that looks like in practice:
- Automated reminders keep directors on schedule without the need for follow-ups.
- Secure digital storage ensures sensitive disclosures are protected and properly archived.
- Electronic signatures make compliance fast and legally valid without extra paperwork.
- Real-time tracking dashboards help admins monitor completion progress at a glance.
- Template-based forms allow quick rollouts with pre-approved content.
- Audit logs preserve every step for insurers, regulators, and internal audits alike.
Additionally, electronic software solutions simplify the submission process by displaying only relevant questions for each respondent, making the entire process easier for directors and officers.
Let’s take a closer look at Ideals Board board management software, for instance.
It combines D&O questionnaire management with broader board governance workflows. That means compliance teams can manage director disclosures, store signed documents, and generate reports — all within the same portal directors already use for meetings, approvals, and audit documentation.
Ensuring effective governance with D&O questionnaires
Strong governance demands systems that continuously verify, document, and protect board integrity, and D&O questionnaires are one of the simplest, most effective tools to do that.
Beyond compliance, this information supports stronger risk management. D&O questionnaires provide a defensible record for audits, insurance underwriting, and potential investigations, ensuring organizations respond quickly and credibly under scrutiny.
- Without this information, boards risk regulatory breaches, reputational harm, and weakened shareholder confidence.
Simplify your D&O questionnaire process with Ideals Board
Ideals Board gives governance teams a clear, efficient way to manage D&O questionnaires with other board activities. It saves time and makes the process more efficient with its centralized repository and tools.
Here’s how Ideals Board supports your governance team:
- Pre-built templates. Ready-to-use D&O forms tailored for annual or off-cycle disclosures are easily customized to fit your governance requirements.
- Automated distribution and reminders. Assign and track questionnaires automatically — no manual follow-ups or version control issues.
- Role-based access and secure storage. Control who sees what with encrypted, jurisdiction-compliant document handling.
- Real-time tracking. Monitor response status at a glance and identify delays early.
- E-signatures and audit trails. Capture legally binding signatures and maintain complete logs for audit readiness.
- Integrated governance tools. Manage disclosures alongside board packs, minutes, votes, and more in one location.
Explore how Ideals Board can help you manage D&O questionnaires more confidently.