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 and Governance Committee

2020 Governance Outlook: Projections on Emerging Board Matters Blue Ribbon Commission Report: An Urgent Imperative for Board Leadership Director FAQ: Executive Sessions Navigating the First Year: An Onboarding Guide for New Directors Blue Ribbon Commission Report: Director Professionalism

Board Oversight Structure and Practices

Considerations for Effective Off-Boarding 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                                              

Finding the Right CEO in a Challenging Environment Governance Challenges: CEO Succession Planning A New Approach to CEO Succession Identifying Game-Changing Director Skills Enhancing Transparency in Director Succession Investor Perspectives on Board Diversity Discussing Boardroom Diversity with Major Shareholders Key Committee Succession Planning

Culture Oversight

Sharpening the Board’s Oversight of Human Capital Management Bridging the Generation Gap Sourcing Talent with Limited Resources Overseeing Performance Management Blue Ribbon Commission Report: Culture as a Corporate Asset

Effective Disclosure Practices

Multiyear Board Succession Planning Matrix General Motors’ Governance and Corporate Responsibility Committee Charter Best Practices in Board Matrices and Diversity Disclosures (NYC Comptroller’s Office) Pfizer’s Proxy Statement: Interactive “Meet our Director Nominees” Section Prudential Financial Proxy Statement: Chart Summarizing Director Qualifications (P. 17) Coca Cola’s Proxy Statement: Governance Matters Sample Board Skills Matrix, Sample Board Competency Matrix, and New Director Framework (Epson Fuller Group) NYSE Requirements for Governance Committees (Section 303A.04) Nasdaq Requirements for Independent Oversight of Director Nominations (IM-5605-7)


Director Professionalism® Directorship Essentials: Compliance and Ethics Fit for the Future Global Board Leaders’ Summit Master Class