Nominating & Governance Committee Resource Center

Nominating & Governance Committee Resource Center

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 Diversity.

Board Evaluations

NACD Evaluation Services Assessing the Board’s Cybersecurity Culture Director FAQ: Considerations for Enhancing the Board Evaluation Process Nominating and Governance Committee Evaluation Template Compensation Committee Evaluation Template Audit Committee Evaluation Template Board and Committee Evaluation Templates Board Self-Assessment Questionnaire Sample Template for Self-Evaluation, Peer Evaluation of a Lead Independent Director Blue Ribbon Commission Report on Board Evaluation

Role of the Nominating and Governance Committee

2020 Governance Outlook: Projections on Emerging Board Matters Blue Ribbon Commission Report: An Urgent Imperative for Board Leadership Director FAQ: Executive Sessions Navigating the First Year: An Onboarding Guide for New Directors Blue Ribbon Commission Report: Director Professionalism

Board Oversight Structure and Practices

Considerations for Effective Off-Boarding Nominating and Governance Committee Charter Tool Corporate Governance Guidelines Tool Addressing the Challenges of Expanding Board and Committee Agendas Sample Board and Committee Calendars (Sidley Austin) Considerations for Enhancing the Board Evaluation Process Data on Term Limits and Mandatory Retirement in the S&P (pp. 17-18) (Spencer Stuart) Considerations for Creating an Advisory Board Standards for Director Independence Splitting or Combining the CEO/Chair Determining Governance Structures for Subsidiaries A Roadmap for Continuous Board Improvement Modifying Committee Structures and Creating Temporary Committees

Effective Disclosure Practices

Multiyear Board Succession Planning Matrix General Motors’ Governance and Corporate Responsibility Committee Charter Best Practices in Board Matrices and Diversity Disclosures (NYC Comptroller’s Office) Pfizer’s Proxy Statement: Interactive “Meet our Director Nominees” Section Prudential Financial Proxy Statement: Chart Summarizing Director Qualifications (P. 17) Coca Cola’s Proxy Statement: Governance Matters Sample Board Skills Matrix, Sample Board Competency Matrix, and New Director Framework (Epson Fuller Group) NYSE Requirements for Governance Committees (Section 303A.04) Nasdaq Requirements for Independent Oversight of Director Nominations (IM-5605-7)

Events

Director Professionalism® Directorship Essentials: Compliance and Ethics Fit for the Future Global Board Leaders’ Summit Master Class

Director Onboarding                                

NACD Directorship Certification™ Getting Behind the Numbers Strategies for Effective Board Meeting Preparation Director FAQ: Executive Sessions The Evolving Relationship Between the General Counsel and the Board How Exceptional Boards Accelerate the Contributions of New Directors (Heidrick & Struggles) Navigating the First Year: An Onboarding Guide for New Directors Director FAQ: The Role of the Board vs. the Role of Management Blue Ribbon Commission Report on Building a Strategic-Asset Board A Practical Guide: Fundamentals for Corporate Directors Board Dynamics Blue Ribbon Commission Report on Director Professionalism

Board Succession Planning and Recruitment

CMOs Bring Digital Skills to the Boardroom How to Accelerate the Diversity of Your Board The Gradual Evolution of Board Composition Overcoming Bias in Board Recruitment Multiyear Board Succession Planning Matrix How to Identify Game-Changing Director Skills Candidate Qualifications Discussion Tool Key Committee Succession Planning Customizable Director Role Description