Nominating and Governance Committee Charter Tool

The purpose of any committee’s charter is to describe the committee’s role, structure, responsibilities, and membership requirements, as well as the scope of the committee’s authority. For committees involved in director nominations and/or corporate governance—e.g., a “nominating and governance committee”— this is particularly important, as there are a variety of ways to accomplish such functions.

As detailed later in this brief, the NYSE requires listed companies to have one or more entirely independent committees that oversee director nominations and corporate governance through the setting of governance guidelines. (For help in constructing those, see the NACD tool, Governance Guidelines). Significantly, the NYSE does not require that boards have only one committee to oversee these key areas, nor does it require that any single committee handling such duties be called the “nominating and governance committee.” However, as most companies listed with the NYSE-listed companies do have a “nominating and governance committee” (in conformity to the NYSE listing rule language) this will be our nomenclature in this brief. We will also include examples of NYSE-listed companies that have given this committee different names and structures.