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The role of Nominating & Governance Committees is getting more attention right now due to directors’ concerns about being targeted in contests under the “universal proxy” regime and the SEC’s focus on director skills and board oversight of cyber and climate risks. A recent “blueprint” from NACD & Korn Ferry (available to NACD members) compiled feedback from nominating-governance committee chairs & members at a dozen companies – resulting in recommended approaches to these 5 topics:

1. Setting board culture and expectations for directors

2. Aligning board composition with corporate strategy

3. Fostering continuous improvement in board performance

4. Improving oversight of cross-board matters that often fall to the nominating and governance committee

5. Overseeing board involvement with shareholders and other key stakeholders

This blueprint is intended to translate principles from a framework that an NACD Commission released last fall into committee-level practice tips and examples. The appendices also include templates for:

– Board Member Expectations and Responsibilities

– Questions to Consider When Updating the Nominating and Governance Committee Charter

– Inventory of Director Skills and Experiences

– Board Matrix

When it comes to board composition, your nominating & governance committee’s efforts to align director skills with corporate strategy are a major piece of the puzzle. Communicating those efforts – and the value of your directors – is also key when it comes to director elections. We’ll be discussing “Director Skills & Backgrounds: Why Your Disclosures Need a Refresh… & How To Do It” at our “Proxy Disclosure & 20th Annual Executive Compensation Conference” – which is coming up virtually on September 20th – 22nd. Hear from Davis Polk’s Ning Chiu, Gunster’s Bob Lamm, Labrador’s Judy Mayo, and Veaco Group’s Kris Veaco about the board evaluations, the recruiting & nominating process, and useful proxy disclosures.

In addition, our expert panel of Latham’s Michele Anderson, Joele Frank’s Anne Chapman, Okapi Partners’ Bruce Goldfarb, Sidley’s Kai Liekefett, and Wachtell Lipton’s Elina Tetelbaum will share practical guidance for the second year of the universal proxy regime.

The full conference agenda shows all the “can’t miss” info that we’ll cover during this three-day event. Sign up today! You can register online, by emailing sales@ccrcorp.com or by calling 800.737.1271.

– Liz Dunshee