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Nominating/Governance Committee: Responsibilities and Operations

With institutional and activist investors increasingly scrutinizing the composition, diversity and quality of boardrooms, the spotlight is on the directors responsible for nominating individuals to serve on the board. Investors want to understand why directors are the best fit for a company’s current and forward-looking risks and strategies, and they want evidence that the board has robust processes and strategies for optimizing the board composition. The result: expectations of nominating/governance committees are on the rise.

This article highlights the key responsibilities of the nominating/governance committee and provides tools and best practices for better managing these responsibilities, including:

  • Listing requirements
  • Key responsibilities and other common committee activities
  • Disclosure requirements
  • Disclosure trends, including a sample board matrix
  • Committee composition and onboarding
  • The role of the committee chair
  • Meetings and agendas, including a sample committee calendar
  • Committee effectiveness, including a sample committee self-assessment form