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, and its role is more critical than ever. A shifting regulatory landscape, more assertive institutional investors, and rising scrutiny of board oversight of emerging risks such as AI are reshaping how the committee operates and expanding the complexity of its mandate. 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.

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91%

of executives who interact with the nom/gov committee say there is room to improve its effectiveness

Source: PwC and The Conference Board, Board effectiveness: A survey of the C-suite, May 2026.

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.

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.

Serving on and chairing the nominating/governance committee

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Ray Garcia

Partner, Governance Insights Center Leader, PwC US

Paul DeNicola

Principal, Governance Insights Center, PwC US

Matt DiGuiseppe

Managing Director, Governance Insights Center, PwC US

Carin Robinson

Senior Director, Governance Insights Center, PwC US

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Serving on and chairing the nominating/governance committee

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

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

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

Conclusion

Serving on and chairing the nominating/governance committee

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Contact us

Thank you for your interest in PwC

Serving on and chairing the nominating/governance committee

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

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

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

Conclusion

Serving on and chairing the nominating/governance committee

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Contact us

Thank you for your interest in PwC

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