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

Enhancing the role of the lead director Maximizing the governance committee's potential Selecting and evaluating directors Conducting board evaluations 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 CEO succession planning Strategies to advance CEO succession planning Considerations for creating an advisory board Addressing the challenges of expanding board and committee agendas

Expert Commentary

Qualities of an effective nominating and governance committee chair Considerations for enhancing the board evaluation process The lead independent director’s role Analyzing trends in director compensation Guidelines for making CEO succession count Overseeing the performance management process Sourcing talent with limited resources How lead directors are helping their boards keep pace

Boardroom Tools & Templates

General Motors’ Governance and Corporate Responsibility Committee Charter Sample governance committee self-assessment questionnaire 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 2018 proxy statement includes a chart summarizing director qualifications and experience (p. 16) Coca-Cola’s 2018 proxy statement describes how each board member has obtained the relevant qualifications and experience (pp. 19-26) 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) Investor perspectives on board diversity Director tip sheet: Discussing boardroom diversity with major shareholders 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 Sample board and committee calendars Data on term limits and mandatory retirement in the S&P 500 (pp. 17-18) Multiyear board succession planning matrix

Upcoming Events

Master Class Director Professionalism® NACD Global Board Leaders’ Summit (Sep. 21–24, 2019, in Washington, DC)

Industry & Global Perspectives

Governing the global company Creating a global board