Nominating Committee
A board subcommittee that identifies director candidates, oversees board composition, and governs governance practices.
What is Nominating Committee?
The nominating committee (often called the nominating and governance committee) is a standing board subcommittee composed entirely of independent directors that is responsible for identifying, evaluating, and recommending director candidates to the full board for shareholder approval. It also oversees board composition and size, leads annual board and committee effectiveness evaluations, monitors corporate governance policies, and coordinates director succession planning. Many nominating committees additionally oversee ESG and sustainability governance. NYSE and Nasdaq listing standards require listed companies to maintain a nominating/governance committee consisting entirely of independent directors.
Example
Apple's Nominating and Corporate Governance Committee evaluates director candidates using a skills matrix that assesses competencies including technology, finance, operations, marketing, and regulatory expertise. The committee met six times in fiscal 2023 and led the annual board effectiveness evaluation, which included individual director assessments.