Nominating and Governance Committee Charter Tool

In brief: All boards need to refresh their talent and optimize their governance practices. For this reason, many companies, both public and private, create and maintain committees to focus on these important matters. This toolkit lists the minimum nominating and governance committee charter requirements of each major US stock exchange and describes a process for keeping nominating and governance committee charters updated. Its appendices list typical nominating and governance committee charter subject headings, and provide examples of charter language that go beyond the exchange-mandated areas.

This resource can help your nominating and/or governance committee to

  • draft an initial committee charter,
  • update an existing charter, and
  • ensure compliance with stock-exchange requirements.

Most relevant audiences: nominating and/or governance committee members and chairs, general counsel, and corporate secretary