In recent years, regulatory and stakeholder pressures are changing the way that boards have traditionally chosen their board members and senior leaders. These changes elevate the importance of the nominating committee’s work in choosing top talent for boards and senior executives, which is so crucial to the success of every organization.

The nominating committee is also sometimes referred to as the governance committee or the nominating and governance committee. The nominating committee is one of the most fundamental board committees and it’s nearly always a standing committee.

The nominating committee charter serves as a guideline for how the committee should organize itself and operate. Since it provides the rules for the committee, it’s essential that the charter wording be clear and concise.

Nominating committee charters have certain elements to them that are similar to those of other types of committee charters. Nominating committee charters look a bit different between organizations because organizations retain the ability to customize their committee charters according to the needs of the organization. It’s wise for organizations to take advantage of this flexibility, as it sets up the best structure for selecting the most highly qualified candidates.

How to Write a Nominating Committee Charter

Members of nominating committees must have a good understanding of the organization’s bylaws and policies, regulatory requirements, and state and federal laws. This is important because committee charter guidelines may not conflict with the organization’s bylaws and they must not prohibit compliance with state or federal laws.

The most common elements of a committee charter are the purpose, membership, meetings, responsibilities, committee reports, committee evaluations and authority. The following is a brief look at each one of them:

The purpose section of a committee charter consists of either a brief statement or a detailed overview of the purpose of the committee. The purpose section should provide answers as to why the board needs this committee and what the committee’s goals and objectives are.

The membership section typically follows the purpose section. This portion of the charter details who is eligible to serve on the nominating committee and how they’re chosen. In the case of the nominating committee, the board often chooses the committee chair. The board may also choose the committee members or allow the committee to select the rest of the committee members. This part of the charter may list the number of members the committee may have and how long they’re able to serve. Nominating committees are usually closed to outsiders. In the rare instances where anyone else is allowed to attend committee meetings, the charter will state whether non-committee members can participate in the meeting and whether they have any voting rights.

Boards hold expectations for how they expect committee meetings to be run. The section on meetings explains how frequently the committee should meet and whether they’re required to take minutes.

The longest section of a nominating committee details the duties and responsibilities, which are often shown in list form. Responsibilities and duties should describe in specific terms what committee members need to do to achieve their goals.

Committee charters should include a section or a statement of how frequently the committee should report to the board.

Nominating committees should evaluate their charters at least annually. Nominating charters usually list this responsibility in a separate section of the charter, as it’s considered to be part of best practices.

The main role of the nominating committee is to recruit a slate of leadership nominees for the board to consider. Ordinarily, nominating committees don’t possess any power or authority. Nominating committee charters should list any power or authority that the committee has and outline any special circumstances related to its power and authority.

Sample Nominating Committee Charter

The following sample nominating committee charter provides a basic template for how to write a committee charter:

AAA Corporation Nominating Committee Charter

Purpose Statement

The Nominating Committee (the “Committee”) is a committee of the company established to support the board of directors in fulfilling its fiduciary duties to appoint the best-qualified candidates for the board of directors, board president-elect and CEO positions.

Committee Membership

The chair of the committee shall be the immediate past chair of the board. The Committee shall include the vice chair of the board and three additional members to be chosen by the board chair. The Committee should have an odd number of members at all times to prevent a tie vote. The terms of all committee members, including the chair, shall be for one term that begins on January 1st and ends on December 31st of the same year, or until the chair of the board appoints a new Committee. Voting members of the Committee shall not be eligible to be nominated as board officers.

Committee Meetings

The Committee shall meet at least quarterly and as often as the majority of its members deems appropriate. The Committee may meet in person, by telephone or by electronic means at times and places to be determined by the Committee chair. The Committee chair and its staff shall consider deliverables, budget and methods of alternative meetings in their decision-making process. The chair shall provide committee members with an agenda at least a week in advance of committee meetings and communicate the details of the meeting to Committee members in a timely fashion.

The Committee chair may request a joint session with other committees regarding matters that concern both committees.

Committee Authority and Responsibilities

  1. Call for nominations of Officers and Directors in accordance with the board’s recruitment policy.
  2. Review nominations against the selection criteria established by this Committee and develop a slate of nominees that represents those criteria for board selection.
  3. Vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors.
  4. Ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity.
  5. Recommend candidates to fill vacancies as a result of the resignation or removal of an Officer or Director.
  6. The Committee shall have no power or authority unless given to them by the board chair.
  7. Achieve other duties as assigned by the board chair.

Committee Reports

The board chair will provide a written report to the board at the close of each Committee meeting that includes attendance, the agenda, and a report of discussions, recommendations and decisions.

Committee Evaluation 

The Committee will evaluate itself and make recommendations for changes to the board.

Nominating Committee Charter written February 2000. Updated January 2015.

Electronic Software Solutions Enhance Efficiency of Nominating Committees

As the nominating committee provides the essential function of naming candidates for the most important leadership positions in the company, it’s vital that the committee operates as efficiently as possible. Governance Cloud is a suite of secure software solutions that aids nominating committees in several ways. The products are fully integrated with each other. Diligent Boards, Diligent Messenger and the Self-Assessment Tool are just a few of the products that will help nominating committees fulfill their responsibilities in the most secure, efficient manner possible.

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