What Is the Nomination Committee?

Nomination Committee / Nomination Committees

The nomination committee, often called the governance and nomination committee, is a group of board directors responsible for the corporate governance of an organisation. The committee is tasked with selecting the best candidates to fill board vacancies and analysing the qualities and overall performance of existing board members.

Who sits on the nomination committee?

The size of the nomination committee varies between companies, but typically comprises nine members and a voting member. The committee includes a mix of senior independent directors (SIDs), non-executive directors (NEDs), the board chair, the deputy chair and, usually, the CEO.

Responsibilities of the nomination committee

The nomination committee is expected to fulfil the following responsibilities:  

  • Succession planning

The committee monitors executive recruitment to stay alert of potential succession risks and opportunities. It also facilitates the search for a new CEO.

  • Identifying and evaluating potential board members

A primary duty of this committee is to seek out the best candidates to fill positions on the board and the company’s key managerial roles.

  • Orientation, training and development

The nomination committee is charged with bringing new board members up to speed about the organisation’s strategy, mission, culture and management structure. It trains new members and offers ongoing support to ensure that they adapt to their roles easily.

  • Reviewing board policies

The committee has the authority to establish, review and make changes to board policies and rules, including corporate governance practices.

  • Leading board evaluations

Annual board evaluations are led by the nomination committee to examine the board’s competence and each member’s role in furthering the company’s mission.

  • Making recommendations to the board

The nomination committee can make recommendations to the board regarding its composition, size and the tenure and compensation of directors.

The relationship between the board and the nomination committee

A subsection of the full board forms the nomination committee. It represents the shareholders and reports the status of the committee to the board of directors. It has more specific responsibilities compared to the board, including corporate governance and recruitment of board members.

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