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.

Advisory Services

NACD's in-boardroom education programs help boards deliver value and expand their education NACD's Evaluation Services enable boards to assess their strengths and opportunities for development

Thought Leadership & Research

A roadmap for continuous board improvement Enhancing the role of the lead director Maximizing the governance committee's potential Selecting and evaluating directors Effective director onboarding guide Modifying committee structures and creating temporary committees Determining governance structures for subsidiaries Splitting or combining the CEO/chair Standards for director independence Key committee succession planning Implementing effective executive sessions The role of the executive chair Overseeing corporate culture Strategies to advance CEO succession planning Considerations for creating an advisory board Addressing the challenges of expanding board and committee agendas The gradual evolution of board composition and succession

Expert Commentary

Considerations for enhancing the board evaluation process Analyzing trends in director compensation Enhancing transparency in director succession Overseeing the performance management process Sourcing talent with limited resources A new approach to CEO succession Bridging the generation gap How lead directors can facilitate board engagement in strategy The gradual evolution of board composition Identifying game-changing director skills

Boardroom Tools & Templates

Investor perspectives on board diversity Director tip sheet: Discussing boardroom diversity with major shareholders Corporate governance guidelines tool Sample governance committee self-assessment questionnaire Multiyear board succession planning matrix General Motors’ Governance and Corporate Responsibility Committee Charter Leading disclosures on director diversity compiled by the NYC Comptroller’s Office Pfizer’s 2018 proxy statement provides an interactive “Meet our Director Nominees” section Prudential Financial’s 2019 proxy statement includes a chart summarizing director qualifications and experience (p. 17) Coca-Cola’s 2019 proxy statement describes how each board member has obtained the relevant qualifications and experience (pp. 18-24) The Epson Fuller Group provides a sample board skills matrix (p. 7), a sample board competency matrix (p. 8), and a new director framework (p. 9-11) NYSE requirements for governance committees: Section 303A.04 Nasdaq requirements for independent oversight of director nominations: IM-5605-7 A comprehensive guide for the nom/gov committee (Wachtell, Lipton, Rose, & Katz) Sample board and committee calendars (Sidley Austin LLP) Data on term limits and mandatory retirement in the S&P 500 (pp. 17-18) (Spencer Stuart)

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Industry & Global Perspectives

Governing the global company Creating a global board