Nominating and Governance Committee Blueprint

Over the past three years, whirlwind changes—including the global pandemic, social justice movements, geopolitical conflicts, economic uncertainty, and climate-driven disasters—have transformed board workloads and agendas.

Board performance, composition, and culture can be either a corporate asset or a liability, depending on how effectively the board fulfills its responsibilities and supports the company’s long-term success.

A weak board can be a liability, potentially leading to poor decision-making, lack of accountability, and reputational harm. Boards composed of directors that lack diverse experience, perspectives, and skills may not be able to provide meaningful oversight and manage evolving risks.

However, an effective board can provide valuable strategic guidance, oversight, and risk management expertise, helping to drive growth, enhance stakeholder value, and mitigate risks. Boards that include diverse perspectives and expertise can also foster innovation and better decision-making. This blueprint details how nominating and governance committees can leverage these qualities to turn the committee and the board itself into a strategic asset for the company.

Process of the Working Group

Korn Ferry and NACD assembled and convened a Working Group that consisted of 12 nominating and governance committee chairs and members from leading companies. This diverse group met to work through the implications of NACD’s The Future of the American Board report for the nominating and governance committee.

The Working Group’s goals were to consider the shifting objectives of the nominating and governance committee charter and what has changed in the committee; potential new agenda items and workflows; recommended skills to consider for the committee membership; management reporting on new issues; and, for public companies, shareholder communications on new issues.