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NOMINATING/CORPORATE GOVERNANCE COMMITTEE REQUIREMENTS
(continued)
Nominating/Corporate Governance
Committee Charter. The
nominating/corporate governance committee
must have a written charter that addresses:
• the committee’s purpose and
responsibilities, which must include: (i)
identifying individuals who are qualified
to become board members consistent
with criteria approved by the full board
(ii) selecting, or recommending that the
board select, the director nominees for
the next annual meeting of shareholders;
(iii) developing and recommending to the
board a set of corporate governance
guidelines for the corporation; and (iv)
overseeing the evaluation of the board
and management; 139 and
• an annual performance evaluation of the
committee. 140
A board may allocate the responsibilities of
the nominating/corporate governance
committee to committees of its own
denomination, provided that the committees
are composed entirely of independent
directors. Any such committee must have a
committee charter. 141
The charter should also address: (i)
committee member qualifications; (ii)
committee member appointment and removal;
(iii) committee structure and operations
(including authority to delegate to
subcommittees); and (iv) committee reporting
to the board. In addition, the charter should
give the committee sole authority to hire and
fire any search firm to be used to identify
director candidates, including sole authority
to approve the search firm’s fees and other
retention terms. 142
Nominating/Corporate Governance
Committee Charter. Listed companies must
address, by provision in a written committee
charter or by board resolution, as applicable:
(i) a process for the selection by the board of
directors of nominees for election by the
shareholders; and (ii) such other matters
relating to director nominations as may be
required under the federal securities laws
(such as a policy regarding the consideration
that will be given to candidates for
nomination by the board proposed by
securityholders, which public companies are
required to disclose in a proxy statement for
the election of directors 143 ). 144
Weil, Gotshal & Manges LLP 31
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