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Serving on and chairing the nominating/governance committee

  • April 22, 2026

The nominating/governance (nom/gov) committee sits at the intersection of board composition, oversight structure, and corporate accountability. Its role has always been critical, but today, the stakes are even higher. A shifting regulatory landscape, more assertive institutional investors, and rising scrutiny of board oversight on emerging risks such as AI are reshaping how this committee operates. Its responsibilities, and the complexity of its mandate, continue to expand. In PwC’s C-suite survey on board effectiveness, 91% of executives who interact with the nom/gov committee say there is room to improve its effectiveness. Against this backdrop, the committee must take a more active, strategic role in shaping a board that can govern effectively through uncertainty and in aligning governance processes with the company’s strategy, risks, and values.

This guide offers practical guidance to help nom/gov committees meet rising expectations. It highlights key challenges, core responsibilities, and leading practices to strengthen board effectiveness and decision-making.

Who is on the nom/gov committee and how it works

Building an effective board begins with its composition. This is the domain of the nom/gov committee. Unlike the compensation and audit committees, regulators and exchanges have no specified requirements for nom/gov membership beyond requiring that (for most companies) members be independent. Given its broad remit, the committee benefits from members with diverse experience and perspectives to strengthen deliberations and candidate searches.

Collaboration with other board committees  
Audit committee
  • Succession planning for audit committee membership and leadership, including identifying an audit committee financial expert and confirming that all members are financially literate
  • Proxy statement review, especially non-GAAP disclosures
  • Accuracy and transparency of governance-related and risk-related disclosures
 Compensation committee
  • Succession planning for compensation committee membership and leadership
  • Director compensation
  • CEO succession planning*
  • Transparency and investor engagement about executive compensation

* Boards take different approaches to overseeing CEO succession planning, with responsibility typically assigned to the nom/gov committee or the compensation committee. For additional information on varying approaches to overseeing CEO succession planning, see our paper How the best boards approach CEO succession planning.

The nom/gov chair plays a central role in translating this mandate into effective execution—bringing disciplined agenda-setting and ongoing engagement with directors and senior management. At its core, effective execution starts with how the committee structures and manages its work. Key elements of committee meetings include:

  • Develop an annual agenda that maps recurring topics, allocates time appropriately, and preserves flexibility for emerging issues.
  • Anchor the annual agenda in the committee’s charter and confirm that planned topics satisfy its requirements.
  • Align the agenda with the company’s strategic priorities by coordinating with the CEO and senior leadership.
  • Clarify oversight responsibilities, reporting lines, and committee alignment for major initiatives such as acquisitions or digital transformation.
  • Directors consistently say that that want board materials to include management insights, key risks and identify changes from prior meetings.
  • Management should aim to have materials available at least a week in advance of the meeting. When using board portals to post materials on a rolling basis, clearly communicate when the complete package will be available.
  • Provide brief updates on previously discussed topics to track progress and maintain focus.

What’s high on the committee’s ongoing agenda?

The following topics are often central to the committee’s ongoing oversight responsibilities.

The nom/gov committee is charged with assessing and enhancing overall board effectiveness. It also shapes how the board operates, including information flow to and from the board. One of the nom/gov committee’s most important tools for improving board effectiveness is a well-designed assessment process, including individual director assessments when appropriate, supported as needed by benchmarking and individual director feedback.

Some committees, including nom/gov, are required, while others are optional. The nom/gov committee is responsible for regularly assessing the board’s committee structure and recommending adjustments to maintain alignment with the company’s strategy and oversight needs.

Board composition is a top priority of the nom/gov committee. The committee determines the appropriate board size and continually refines the board’s composition to align with the company’s strategy and stakeholder expectations.

Many committees use a board skills matrix to assess composition, capturing director skills, experience, tenure, and anticipated departures. Increasingly, matrices also incorporate areas such as cybersecurity and data literacy, AI, capital allocation, and operational resilience. Forward-looking matrices tied to multi-year strategy are also becoming more common and are often highlighted in proxy disclosures. These tools help identify skill gaps, inform recruitment and upskilling priorities, and support clear proxy disclosure.

The committee may consider whether to add directors with deep expertise in areas such as finance, cybersecurity, AI, or technology. If the board lacks specific expertise, the nom/gov committee can also suggest areas that may need external advisors or focused director education to address specific gaps.

Board refreshment and succession planning remain core priorities for the nom/gov committee, particularly as investors continue to focus on this area. Unlike board composition, which reflects a point in time, refreshment is an ongoing process that requires balancing continuity with the introduction of new skills and perspectives. This may require difficult decisions about director tenure and board turnover. As a result, succession planning, through thoughtful refreshment and turnover, has become not only a critical agenda item, but also one of the committee’s most sensitive responsibilities.

The nom/gov committee oversees this process through both forward-looking succession planning and the governance mechanisms that enable orderly turnover. These include annual director elections and majority voting policies (under which directors who fail to receive majority support must offer to resign), as well as term and age limits. Effective committees apply these tools with judgment, taking into account performance, future skill needs, and board dynamics.

The nom/gov committee plays a central role in overseeing CEO succession, a responsibility that is increasingly strategic and closely scrutinized by investors. Effective succession planning prepares the board for both planned and unexpected transitions. Leading committees treat CEO succession as an ongoing, multi-year process, with regular assessment of internal candidates, development plans, and board exposure. They develop forward-looking CEO criteria aligned with strategy and evolving risks. Plans should also address emergency scenarios, align with the full board on readiness and timing, and include a clear approach to stakeholder communication.

Based on its assessment of current and future board needs, the committee should proactively identify recruitment priorities and broaden sourcing strategies beyond traditional channels.

Expanding the talent pool

  • While boards have traditionally relied on sitting or former CEOs and established networks, many are now casting a wider net to include operators such as CFOs, CIOs/CTOs, COOs, chief legal officers, and chief risk or compliance officers, who bring experience with digital transformation, regulatory change, and operational complexity.
  • Boards are also engaging with governance organizations, director academies, professional associations, and curated talent platforms to identify board-ready candidates beyond traditional networks.

Specialist vs. generalist balance

  • Boards continue to evaluate the role of specialized expertise, such as AI, within the broader context of overall board effectiveness.
  • When recruiting such expertise, candidates should also bring broad executive experience across multiple oversight domains.
  • Deep expertise is valuable, but directors must contribute beyond a single specialty; external advisors can supplement technical depth where appropriate.

Maintaining an evergreen pipeline

  • Committees should remain opportunistic. If an exceptional candidate emerges, boards may temporarily expand and later rebalance as planned departures occur. Maintaining an ‘evergreen’ list of prevetted candidates aligned with future skill needs enables faster action when vacancies arise or strategy shifts.

A well-structured onboarding program enables new directors to contribute quickly and effectively. The nom/gov committee typically provides input on program structure, participants, and oversight during the director’s first year. While each company’s approach will differ, onboarding should cover strategy, culture, and key risk and oversight areas.

The chair of the nom/gov committee and corporate secretary can partner to bring new nom/gov committee members up to speed quickly through a structured approach. Onboarding should include scheduled time with the lead director, general counsel, corporate secretary, sustainability officer, public affairs officer, and investor relations officer (if applicable).

Directors must engage in continuous learning to remain effective amid rapid technological change, evolving regulatory expectations, and shifting stakeholder priorities. The nom/gov committee typically oversees director training and education.

Committees may consider establishing expectations for participation in both company-specific training and third-party programs. Company-specific sessions can address the board’s priorities, while third-party programs provide broader external perspectives. Clear expectations, supported by appropriate budget and accountability mechanisms, reinforce the importance of ongoing director development.

45%

of nom/gov committee members say that additional education on key topics would improve their board’s effectiveness

Q: What actions could you take to improve your board’s effectiveness? (select all that apply)
Base: 262 nom/gov committee members
Source: PwC, 2025 Annual Corporate Directors Survey, October 2025.

What core governance and disclosure responsibilities typically remain with the nom/gov committee?

In addition to its broader oversight of board composition and governance, the nom/gov committee typically continues to oversee several core governance documents, determinations, and annual proxy matters. The committee’s role is to keep these items current, recommend changes when needed, and make sure the company’s disclosure clearly explains the board’s governance choices.

The nom/gov committee should periodically review the charter and by-laws and recommend changes when governance provisions no longer fit the company’s ownership profile, shareholder engagement posture, or market expectations. That review often includes voting standards, advance-notice requirements, proxy access, written-consent rights, special meeting rights, exclusive-forum provisions, and director-protection provisions.

The code serves as an important statement of the board’s expectations for director conduct. The committee should review it periodically to confirm that it remains current, aligned with the company’s broader compliance framework, publicly available as required, and supported by a clear process for waivers and related disclosure.

The committee oversees the company’s corporate governance guidelines, which remain an important public statement of board practice and governance philosophy. The guidelines should be reviewed and refreshed so they continue to reflect how the board actually operates, particularly with respect to director qualifications, executive sessions, leadership structure, and oversight responsibilities. For NYSE companies, the guidelines also must remain publicly available, with related proxy or Form 10-K disclosure.

A public company’s disclosure should explain the board’s leadership structure, whether the CEO and chair roles are combined or separated, and, where applicable, the role of the lead independent director. The committee should periodically review both the structure itself and the related disclosure so the company clearly explains why the structure is appropriate, how responsibilities are allocated, and how the board’s risk-oversight role fits within that structure.

Independence remains one of the committee’s most important recurring judgments. The committee should review each director’s specific facts and circumstances, recommend independence determinations to the board, and oversee disclosure identifying which directors are independent and, where relevant, which committee members do not satisfy committee-specific independence standards. Both NYSE and Nasdaq require a majority-independent board, but the committee should also consider perceived independence in light of investor and proxy-advisor views, not just technical compliance.

The committee is often charged with reviewing the company’s framework for protecting directors and officers against litigation risk. That framework may include directors and officer insurance, exculpation provisions, indemnification arrangements, and related protections. That protection may need to extend to subsidiaries and address cross-border considerations. Delaware law continues to provide the basic statutory framework for indemnification, insurance, and exculpation.

The nom/gov committee plays a central role in annual meeting planning and in evaluating shareholder voting outcomes. Responsibilities typically include meeting format, proxy statement governance disclosure, and review of shareholder proposals; in a contested election, preparedness for universal proxy mechanics also remains relevant.

Conclusion

The accelerating pace of technological disruption, regulatory complexity, and geopolitical uncertainty has raised the bar for what effective corporate governance must deliver. The nom/gov committee sits at the center of this effort. Beyond fulfilling legally required duties, the committee plays a critical leadership role in shaping board composition, strengthening oversight structures, enhancing disclosure and engagement practices, and helping the board maintain credibility with stakeholders.

As expectations continue to rise, leading nom/gov committees anchor their work in transparency, accountability, and strategic foresight—helping the board be equipped not only to meet today’s challenges but to anticipate and prepare for those ahead.

Serving on and chairing the nominating/governance committee

Help directors get the nom/gov committee on track by focusing on its role in building a board equipped to navigate uncertainty and align governance with the company’s strategy, risks, and values.

(PDF of 742.14KB)

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Matt DiGuiseppe

Managing Director, Governance Insights Center, PwC US

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Senior Director, Governance Insights Center, PwC US

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