Sample Nominating and Corporate Governance Committee Self-Evaluation

In brief: Developed by NACD, this evaluation form provides sample questions to use when conducting a self-evaluation of the nominating and governance committee. NACD’s Board Advisory Services can assist your board in developing a complete questionnaire. Nominating and governance committee evaluations are required annually by the New York Stock Exchange (NYSE). Though the Nasdaq has no such requirement, the practice of conducting committee evaluations is increasingly common.

This resource can help your board:

• Design a nominating and governance committee evaluation form.

• Review the nominating and governance committee’s structure, composition, and processes. 

Most relevant audiences: nominating and governance committee members

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.