Elevate your board’s governance practices with this Nominating and Governance Committee Charter. Designed to empower boards in identifying qualified directors, implementing effective governance, principles and overseeing leadership succession, this tool offers guidelines and procedures that align with modern corporate governance standards. Whether you’re refining existing practices or starting fresh, this tool ensures your committee operates with clarity, efficiency and accountability, fostering trust and long-term organizational success.

This tool features four samples tailored to diverse governance needs. Sample 1 emphasizes membership procedures, independence and delegation of authority for streamlined operations. Sample 2 focuses on annual self-evaluations, director compensation reviews, and maintaining a dynamic committee structure. Sample 3 highlights the use of external advisors, performance assessments, and regular updates to governance guidelines. Sample 4 prioritizes compliance with governance principles, collaboration across committees, and periodic evaluations of organizational bylaws.

Committee tasks include:

• The committee must develop membership qualifications for the board of directors and all board committees.
• Review director compensation and benefits annually.
• The committee must form and delegate authority to subcommittees when appropriate.