Nominating and Governance Committee

Nominating and Governance Committee

In this resource center, we aim to assist boards to proactively meet their evolving responsibilities and institute governance practices that strengthen the board as a whole. For more on prioritizing diversity in the boardroom, see NACD’s Resource Center on Board Diversity.

Role of the Nominating/Governance Committee

Maximizing the governance committee's potential NACD Report of the NACD Blue Ribbon Commission, Fit for the Future: An Urgent Imperative for Board Leadership Implementing effective executive sessions Selecting and evaluating directors A comprehensive guide for the nom/gov committee (Wachtell, Lipton, Rose, & Katz) Effective director onboarding guide The gradual evolution of board composition and succession Analyzing trends in director compensation

Board Oversight Structure and Practices

Nominating and Governance Committee Charter Tool Corporate Governance Guidelines Tool Addressing the Challenges of Expanding Board and Committee Agendas Sample Board and Committee Calendars (Sidley Austin) Considerations for Enhancing the Board Evaluation Process Data on Term Limits and Mandatory Retirement in the S&P (pp. 17-18) (Spencer Stuart) Considerations for Creating an Advisory Board Standards for Director Independence Splitting or Combining the CEO/Chair Determining Governance Structures for Subsidiaries A Roadmap for Continuous Board Improvement Modifying Committee Structures and Creating Temporary Committees

Human Capital Management                                              

Enhancing transparency in director succession Key committee succession planning A new approach to CEO succession The gradual evolution of board composition Identifying game-changing director skills Strategies to advance CEO succession planning Investor perspectives on board diversity Director tip sheet: Discussing boardroom diversity with major shareholders

Culture Oversight

Overseeing corporate culture Bridging the generation gap Sourcing talent with limited resources Overseeing the performance management process

Effective Disclosure Practices

Multiyear board succession planning matrix General Motors’ Governance and Corporate Responsibility Committee Charter Leading disclosures on director diversity compiled by the NYC Comptroller’s Office Pfizer’s 2018 proxy statement provides an interactive “Meet our Director Nominees” section Prudential Financial’s 2019 proxy statement includes a chart summarizing director qualifications and experience (p. 17) Coca-Cola’s 2019 proxy statement describes how each board member has obtained the relevant qualifications and experience (pp. 18-24) The Epson Fuller Group provides a sample board skills matrix (p. 7), a sample board competency matrix (p. 8), and a new director framework (p. 9-11) NYSE requirements for governance committees: Section 303A.04 Nasdaq requirements for independent oversight of director nominations: IM-5605-7


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