D&O Questionnaires: What Directors and Officers Need to Know

Boards and executive leadership teams operate in an increasingly complex governance environment, where transparency, oversight, and accurate disclosures are essential. One tool commonly used to support these efforts is the Directors and Officers (D&O) questionnaire.

D&O questionnaires help organizations collect standardized information from directors and officers about roles, relationships, and potential considerations that may be relevant to governance, compliance, or disclosure processes. While the specific use and structure of these questionnaires can vary, they are widely viewed as a practical way to promote consistency, support internal review, and reduce reliance on ad hoc information gathering.

What Is a D&O Questionnaire?

A Directors and Officers (D&O) questionnaire is a structured set of questions used by organizations to gather information from board members and executive officers about their professional roles, relationships, financial interests, and other matters that may be relevant to governance, disclosures, or oversight.

D&O questionnaires are commonly used:

• In preparation for annual reports, proxy statements, or other public disclosures
• During board onboarding or annual refresh cycles
• To support internal governance, compliance, and risk management processes

Importantly, D&O questionnaires are information‑gathering tools, not legal determinations. Organizations typically review responses with appropriate internal teams and, where relevant, external advisers.

Key Takeaways

• D&O questionnaires are commonly used governance tools that help organizations collect standardized disclosures from directors and officers.
• They are often used to support regulatory filings, internal governance reviews, and risk oversight, though exact requirements vary by jurisdiction and organization.
• Well designed questionnaires can help organizations surface information that may raise potential conflict or independence considerations, independence considerations, and disclosure gaps earlier in the governance process.
• While widely adopted, D&O questionnaires are not one‑size‑fits‑all and are typically tailored with legal guidance to match an organization’s structure and obligations.

Why Organizations Use D&O Questionnaires

Organizations use D&O questionnaires for several governance‑related reasons. While practices vary by organization and jurisdiction, these questionnaires are commonly relied on as a structured way to gather information that may support disclosures, governance oversight, and internal review processes.

Supporting Disclosure Processes

Responses to D&O questionnaires are often used to help inform required or voluntary disclosures across a range of corporate reporting and governance activities. By collecting information in a standardized format, organizations can more easily identify details that may be relevant when preparing disclosures related to:

• Board composition and independence, including relationships or circumstances that may be considered under applicable governance standards
• Related‑party transactions, where relationships or financial interests may require evaluation or disclosure
• Outside directorships or affiliations, which may be relevant to transparency, oversight, or stakeholder understanding

While the questionnaire itself does not determine disclosure outcomes, the information collected can help internal teams assess what additional review or context may be needed as part of broader reporting and governance workflows.

Promoting Good Governance Practices

Beyond disclosure support, D&O questionnaires are widely used as part of contemporary governance practices. Collecting information on a consistent, recurring basis can help organizations:

• Encourage transparency at both the board and executive level by setting clear expectations around disclosure
• Establish consistent documentation practices, reducing variability in how information is reported or retained
• Reduce reliance on informal or last‑minute information gathering, particularly during time‑sensitive reporting periods

Over time, these practices can contribute to stronger governance processes by creating clearer audit trails and more reliable internal records.

Identifying Potential Conflicts or Risks Early

D&O questionnaires may also help organizations identify potential issues earlier in the governance lifecycle. By regularly asking standardized questions, organizations can surface information related to:

• Actual or potential conflicts of interest that may require evaluation or management
• Situations where recusal or additional review may be appropriate
• Changes in a director’s or officer’s circumstances over time, such as new roles, affiliations, or financial interests

Early visibility into these changes can support more timely discussion, documentation, and decision‑making, helping organizations address governance considerations proactively rather than reactively.

What Information Is Typically Included in a D&O Questionnaire

While formats vary across organizations and jurisdictions, many D&O questionnaires include several common categories designed to gather information relevant to governance, oversight, and disclosure considerations. The scope and framing of questions are often shaped by legal, regulatory, and organizational context.

Professional Roles and Affiliations

This section typically focuses on understanding a director’s or officer’s professional positions and external affiliations that may be relevant to governance or disclosure reviews. Questions in this category may address:

• Current employment and titles, including the individual’s principal occupation and executive roles
• Other board or advisory roles, such as service on boards of other public or private organizations, nonprofit entities, or advisory committees
• Affiliations with vendors, partners, or significant counterparties, where relationships may be relevant to transparency or oversight

Collecting this information helps organizations maintain visibility into outside roles and relationships that could intersect with governance responsibilities.

Financial Interests and Relationships

D&O questionnaires often include questions designed to identify financial interests or relationships that may warrant internal review or disclosure. These may include:

• Ownership interests in companies or entities that may have a relationship with the organization
• Transactions or business relationships involving the director or officer
• Relationships involving immediate family members or related entities, where applicable under relevant governance or disclosure frameworks

Questions in this category are typically structured to support accurate reporting and internal assessment, rather than to draw conclusions about conflicts or disclosures on their own.

Independence and Governance Considerations

Some questionnaires include questions related to independence standards or other governance criteria that may apply to directors and officers. These questions may cover:

• Information relevant to board or committee independence standards, as defined by applicable exchanges, regulations, or internal governance guidelines
• Certain legal or regulatory matters, such as specified criminal, regulatory, or administrative proceedings, where relevant under applicable standard, often framed narrowly and in a jurisdiction‑specific manner

Because interpretations of independence and governance standards can vary, this information is generally reviewed alongside applicable policies and guidance.

Acknowledgments and Certifications

Many D&O questionnaires conclude with acknowledgment or certification sections intended to reinforce accuracy and accountability. These may include:

• Confirmations that responses are accurate and complete based on the information reasonably available at the time of completion
• Acknowledgment of ongoing disclosure obligations, including expectations to update responses if circumstances change, where applicable

These sections help establish a shared understanding of expectations and reinforce the ongoing nature of governance‑related disclosures.

Note: The specific questions included in a D&O questionnaire—and how responses are used—are often shaped by legal, regulatory, and organizational considerations. Questionnaires are typically reviewed in consultation with appropriate internal stakeholders and advisers.

How D&O Questionnaires Are Commonly Used Throughout the Year

D&O questionnaires are not always a one‑time exercise. While they are often associated with annual reporting cycles, many organizations incorporate them into ongoing governance workflows throughout the year to help maintain current, accurate information about directors and officers.

Annual Board and Officer Updates

Many organizations request D&O questionnaires on an annual basis as part of their regular governance calendar. Annual updates help ensure that previously disclosed information remains accurate and allow directors and officers to confirm or update details related to roles, affiliations, or financial interests.

This recurring process can support consistency across reporting periods and reduce the risk of relying on outdated information.

Pre‑Proxy or Annual Report Preparation

D&O questionnaires are often used in advance of proxy statements, annual reports, or similar disclosures. Collecting information in a structured format can help internal teams identify items that may warrant further review, clarification, or discussion before disclosures are finalized.

By gathering this information earlier in the reporting process, organizations may be better positioned to manage review timelines and coordination across governance, legal, and compliance stakeholders.

New Director or Executive Onboarding

Organizations frequently incorporate D&O questionnaires into onboarding processes for new directors or executive officers. In these cases, questionnaires may help establish a baseline understanding of the individual’s roles, relationships, and governance‑relevant background at the outset of their service.

This approach can support smoother integration into existing governance frameworks and clarify disclosure expectations from the beginning.

Event‑Driven Updates Following Material Changes

In addition to scheduled updates, some organizations use D&O questionnaires—or targeted portions of them—to collect information following material changes. These may include changes in employment, new board appointments, significant transactions, or other developments that could be relevant to governance or disclosure considerations.

Event‑driven updates can help organizations stay informed between annual cycles and reduce reliance on informal self‑reporting.

Interim and Ongoing Updates

Some organizations also establish processes that allow or require directors and officers to update information on an interim basis if circumstances change during the year. These processes reinforce the idea that disclosures are ongoing rather than static and support more timely internal awareness.

Approaches to interim updates vary widely and are often shaped by organizational policy, regulatory environment, and governance maturity.

Governance and Legal Considerations

Because D&O questionnaires intersect directly with governance, compliance, and disclosure practices, organizations typically approach their design and use with care. While questionnaires are a common governance tool, how they are structured, administered, and relied upon can carry important implications.

Clarity and Jurisdictional Appropriateness

Organizations often take steps to ensure that questionnaire language is clear, precise, and appropriate for the jurisdictions in which they operate. This includes:

• Framing questions in plain, unambiguous language
• Avoiding overly broad or vague requests for information
• Reflecting differences in legal, regulatory, and exchange requirements across regions

Well‑designed questions can help reduce misunderstandings and improve the quality and consistency of responses.

Confidentiality and Access Controls

D&O questionnaires frequently contain sensitive personal, professional, or financial information.

As a result, organizations commonly implement controls to limit access to questionnaire responses; protect confidentiality during storage, review, and retention; and ensure appropriate handling including applicable privacy and data protection laws and internal policies.

These practices help maintain trust and support responsible governance oversight.

Alignment With Regulations and Governance Standards

Many organizations periodically review D&O questionnaires to ensure they remain aligned with current regulations, listing standards, and internal governance policies.

As requirements and expectations evolve over time, questionnaires may be updated to reflect:

• Changes in disclosure rules or governance frameworks
• Updates to internal policies or codes of conduct
• Evolving best practices around board oversight and transparency

This ongoing alignment helps ensure the questionnaire remains a relevant and reliable governance tool.

Review and Use of Responses

Responses to D&O questionnaires are typically reviewed by relevant internal stakeholders, such as legal, compliance, corporate governance, or company secretariat teams. In some cases, external advisers may also be involved.

Before relying on responses for external disclosures, organizations often evaluate responses in context, seek clarification or supplemental information where appropriate, and document review and follow‑up processes

This layered review helps reinforce that questionnaires are one input within a broader governance and disclosure process, rather than a standalone determination.

In practice, D&O questionnaire content is commonly developed, reviewed, or approved in collaboration with legal, compliance, and corporate governance teams to help ensure it is fit for purpose and appropriately aligned with organizational obligations.

Exploring a Governance‑Focused Approach to D&O Questionnaires

For organizations looking to enhance how they manage Directors and Officers questionnaires, governance‑focused solutions can help centralize disclosures, streamline updates, and support broader board oversight initiatives.

Learn more about Nasdaq’s approach to Directors & Officers Questionnaires and how it fits into a broader governance ecosystem.

Looking Ahead: Modernizing the D&O Questionnaire Process

As governance expectations continue to evolve, many organizations are exploring ways to make the D&O questionnaire process more consistent, auditable, and easier to manage—particularly when coordinating across boards, committees, and reporting cycles.

Modern approaches often focus on improving visibility, reducing administrative burden, and supporting collaboration between governance, legal, and compliance teams.

D&O Questionnaires FAQs

What does “D&O” stand for in a D&O questionnaire?
D&O stands for Directors and Officers, referring to members of a company’s board of directors and certain executive leaders, as defined by the organization’s governance structure and applicable requirements.

Are D&O questionnaires legally required?
D&O questionnaires are not generally mandated by law on their own. However, they are widely used by organizations to help support compliance with applicable disclosure requirements, governance standards, and internal review processes. Expectations and practices vary by jurisdiction, organization type, and regulatory environment.

How often are D&O questionnaires completed?
Many organizations request D&O questionnaire updates on an annual basis. Some also collect updates on an interim or event‑driven basis when roles, relationships, or circumstances change.

Who reviews the responses to a D&O questionnaire?
Questionnaire responses are typically reviewed by relevant internal stakeholders, such as legal, compliance, corporate governance, or company secretariat teams. In some cases, organizations may also involve external advisers as part of their review process.

Are D&O questionnaires only used by public companies?
No. While D&O questionnaires are commonly associated with public company reporting and governance, private companies, nonprofit organizations, and other entities may also use them as part of broader governance and oversight practices.

What happens if a potential disclosure or governance issue is identified?
When questionnaire responses surface information that may require further consideration, organizations generally follow established internal processes to evaluate the information, seek clarification where appropriate, and determine any necessary next steps in line with applicable policies and requirements.

This content is provided for general informational purposes only and does not constitute legal or regulatory advice.