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The Nominating and Governance Committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the development and implementation of sound governance policies and practices. The Committee is responsible for: nominating qualified individuals to become members of the Board and the Advisory Board; reviewing and recommending to the Board the adoption of governance guidelines and committee charters; recommending director assignments to Board committees; overseeing compliance with the Code of Ethics, the Conflicts of Interest policy, and other governance policies; and, developing a process for the Board’s assessment of its own performance, the performance of Board committees, and a self-assessment by Directors.

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating and Governance Committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the development and implementation of sound governance policies and practices. The Committee is responsible for: nominating qualified individuals to become members of the Board and the Advisory Board; reviewing and recommending to the Board the adoption of governance guidelines and committee charters; recommending director assignments to Board committees; overseeing compliance with the Code of Ethics, the Conflicts of Interest policy, and other governance policies; and, developing a process for the Board’s assessment of its own performance, the performance of Board committees, and a selfassessment by Directors.

Membership

The Committee shall be composed of three or more independent Directors as defined in the Governance Guidelines and appointed annually by the Board. The Board shall designate the Chair of the Committee.

Meetings

The Chair may call Committee meetings, which shall be held regularly; additional meetings may be held at the request of two or more members of the Committee, the CEO, or the Chair of the Board.

Duties and Responsibilities

In carrying out its oversight responsibilities, the Committee shall:

1. Develop and recommend to the Board for approval the criteria and policies set forth in the Governance Guidelines for consideration and selection of members of the Board.
2. Review annually the composition of the Board and its committees with regard to succession planning and to the competencies, skills, and attributes of their respective members as they relate to the needs of the Association.
3. Conduct a search for prospective new Directors based on the criteria set forth in the Governance Guidelines and the needs of the Association. The Committee will review and evaluate the qualifications of prospective Directors in consultation with the Chair of the Board and the CEO. Following the initial review, the Committee selects those individuals to be interviewed by the Chair of the Board, the Chair of the Committee, Committee members, and the CEO. From among those individuals who have been interviewed, the Committee recommends candidates for election to the Board of Directors.
4. Recommend the re-nomination of those current members of the Board whose terms are expiring after considering the same criteria applied to evaluate new members. 2 -
5. Recommend committee assignments and appointments of committee chairs for approval by the Board in consultation with the Chair of the Board and the CEO. The preferences of individual Directors for committee assignments will be taken into account where possible.
6. Review each required offer of resignation by a Board member and recommend an appropriate course of action to the Board.
7. Oversee the orientation of new Board members and continuing education for directors.
8. Develop and oversee the annual performance assessment process for the Board and provide a report of the results to the Board of Directors.
9. Periodically coordinate with the Human Resources and Compensation Committee to ensure a process is in place for CEO succession planning. The responsibility for carrying out such process resides with the Human Resources and Compensation Committee.
10.  Annually review NACD’s governing documents and recommend appropriate action to the Board.
11.  In consultation with the Audit and Finance Committee, monitor and review NACD’s compliance with laws and regulations, its Code of Ethics and any potential violations involving Board members, the CEO, or the CEO’s senior leadership team, and its Conflicts of Interest policy, including related party transactions.
12.  The Nominating and Governance Committee recommends for Board approval a Conflict of Interest Policy and a Code of Ethics, along with a Whistleblower Protection Policy, and a Record Retention and Document Destruction Policy. (The Audit and Finance Committee will monitor compliance with the foregoing.)
13.  Oversee and periodically discuss with legal counsel the implementation and effectiveness of NACD’s compliance and ethics programs, including its Code of Ethics.
14.  Report regularly to the Board on the Committee’s activities and actions, as appropriate. The Committee will maintain minutes of meetings and report to the Board the results of Committee meetings.
15.  Annually review the Committee’s own performance, and report the results of such review to the Board.
16.  Annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.
17.  Receive, review, and evaluate on a regular basis, updates, and reports for NACD’s supplier diversity efforts to demonstrate progress toward an inclusive approach to procurement.
18.  Working with management, ensure that Board and committee dashboards contain appropriate metrics and information needed to provide oversight of the organization.
19.  Perform such other duties as are necessary or appropriate to further the Committee’s purposes, or as the Board may from time to time assign to it.

This Committee monitors and oversees the implementation of diversity, equity, and inclusion commitments related to the scope of authority described in this Charter.

Revised 5.18.2023