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What is the role of the board nominating committee?

February 14, 2019
0 min read
A chalk board with 'nominations' written on it, signifying the role of the board nominating committee.

The central idea of governance is how groups organize and come together to make decisions. The success of organizations depends on the quality of those who lead them.

Nominating committees are sometimes called Nominating and Governance Committees. They're usually made up of board directors who won't be running for re-election.

A board nominating committee is responsible for recruiting the best-qualified candidates for the board of directors and the senior leadership of corporations and other organizations. The board nominating committee is one of the most fundamental board committees because the board performs the most essential duties of the organization they serve. Board directors work together to set policy and to direct management of the overall operation. Boards bear the responsibility for providing the essential oversight and strategic planning for organizations with the necessary due diligence.

The weight of board director responsibilities requires that board directors have the skills, qualifications and expertise to carry out their duties. It's essential for nominating committees to choose board directors and senior leaders thoughtfully and carefully. The nominating process is one that requires total confidentiality. It's crucial for nominating committee members to maintain a high degree of confidentiality. Board governance software solutions provide nominating members with secure tools to help them fulfill their board nominating committee duties without compromising the confidentiality needed to do their jobs.

Role of the Nominating Committee

Board nomination committees manage nominations for board and senior leadership positions from start to finish. The types of positions that nominating committees recruit for will be outlined in the board nominating committee charter. Nominating committees may seek to fill positions for some combination of board directors, the CEO, other senior executives, the board president-elect and the nominating committee itself.

Nominating committee members work together to form the best process for recruiting and nominating candidates. It's common for nominating committees to develop a basic application for the positions that they're seeking to fill so they can learn more about the candidates and assess their degree of interest in a leadership position.

All members of board nominating committees are required to identify potential candidates for current or upcoming vacancies and to work diligently toward attracting and securing top talent. Their duties include identifying, recruiting, screening and interviewing candidates for board and management leadership positions. The committee selects the top candidates and recommends them to the board as official nominees.

The quality of an organization's leaders determines its success, and that begins with forming a knowledgeable and committed board nominating committee.

Nominating Committee Members Require Specific Knowledge

The most successful board nominating committees will carefully choose their members with a sound base of governance knowledge. Nominating committee members must be firmly acquainted with the leadership needs and strategic direction of the organization.

First and foremost, nominating committee members must have solid knowledge of governance structures, policies and principles, which forms the foundation for their duties. It's also helpful for nominating committee members to have leadership experience through their profession or their membership in professional associations.

In connecting with leadership recruits, board nominating committee members must be committed to the organization's mission, vision, values and goals, and must be able to communicate them clearly to recruits. In addition, nominating committees need a comprehensive understanding of the roles and responsibilities of the positions they need to fill. An understanding of the roles is necessary for committee members to be able to have meaningful discussions with potential candidates about what their expectations will be if they're offered a position and choose to accept it.

In considering various leadership candidates, board nominating committees must also take the needs of their shareholders and stakeholders into consideration.

Necessary Attributes of Nominating Committee Members

Nominating committee members who have specific attributes will enhance the nomination process, which will ultimately direct the board to the best possible candidates. Committee members must have the ability to use logic and reasoning to draw out the strengths and weaknesses of potential candidates. Attributes such as critical thinking and the ability to ask tough questions and to challenge opinions are highly valued in nominating committee members. In addition, nominating committee members must be able to maintain strict confidentiality and act in a moral and ethical manner at all times.

In working with other committee members, nominating committee members must be able to understand and accept various perspectives, conjoin viewpoints and come to a consensus on final decisions. This process requires committee members to be excellent oral and written communicators who are capable of articulating their opinions and rationales clearly and concisely among a diverse group of peers.

Expectations of Nominating Committee Members

Boards expect members of the nominating committee to be able to work individually and as a group in pursuing their responsibilities.

Members of the board nominating committee must be willing to exercise due diligence in recruiting candidates. Their due diligence requires having awareness, understanding and appreciation of different cultures.

Committees require strong collaboration skills. Members should be willing to contribute to group discussions openly and honestly while demonstrating diplomacy and respect for other committee members. Members of the group must have a commitment to basing their decisions on what is best for the organization.

The duties of the nominating committee require committee members to carve out adequate time in their schedules to prepare for meetings in advance and to schedule conference calls as needed.

As with any other board position, nominating committee members must avoid conflicts of interest and disclose them as necessary.

Governance Software Solutions Offer Security and Confidentiality

Nominating committee members must hold security and confidentiality on a high level as they pursue their duties and responsibilities. One of the easiest ways to do that is to use board portal software that is designed with the level of security that's necessary for board communications and collaboration. Governance Cloud by Diligent Corporation offers a suite of software solutions that support good corporate governance. Nominating committees may consider using a virtual data room to exchange resumes, applications and other documents.

Setting up committee meetings is a snap with software that automates much of the process for forming agendas and recording committee meeting minutes. The board portal has a valuable feature that also automates action-tracking that holds committee members accountable for following up on tasks. The platform fully integrates all programs, and board directors can access the portal from any locations they happen to be.

Getting the right people on the nominating committee, and giving them the best tools to tend to their responsibilities, primes nominating committees to do their best work, which should transcend to excellent leadership.


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