Governance Toolkit / Board essentials
Board essentials · Editable Word document · FreeNominating & Governance Committee Charter (Word)
Charter for board composition, director search, evaluations, succession and governance policies.
Version 1.0 · Last updated
What it is
Charter for board composition, director search, evaluations, succession and governance policies. It is a plain Word file you can edit, brand and adapt.
Who it's for
Chairs, board secretaries, founders.
When to use it
Use it when adding a nominating and governance committee, before a director search, or at the annual charter review. It pairs with the Annual Board Self-Evaluation in this toolkit, whose results the committee can use when it plans board composition, director searches and succession.
How to use it
- Replace the bracketed text with your company's details, such as the number of members and meetings.
- Compare the draft with your governing documents and any listing or regulatory standards that apply.
- Have the board approve the charter, then review it each year and record changes in the minutes.
Preview of contents
- 1. Purpose: The Nominating & Governance Committee helps the Board find and recommend qualified directors, shape board and committee composition, lead board evaluation and…
- 2. Composition: At least [three] directors who meet applicable independence standards, appointed by the Board.
- 3. Responsibilities: Board composition
- 4. Authority: The Committee may retain search firms and other advisers at the company's expense.
- 5. Annual review: The Committee reviews this charter and its own performance each year.
Get the template
Download the templateWord (.docx), 37 KB
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Review with counsel before adoption. Templates are general resources, not legal advice.