Nomination Committee: Definition, Function, Importance
What is a nomination committee?
A nomination committee is a group within an organization’s corporate governance structure charged with identifying, evaluating, and recommending candidates for the board of directors and other senior roles. Its composition, size, and exact duties vary by organization.
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Key takeaways
- A nomination committee helps shape the board and senior leadership by sourcing and assessing candidates.
- Committees review qualifications to ensure candidates meet the company’s needs and governance standards.
- Membership and term lengths vary; committees often include senior board members such as the chair or deputy chair and sometimes the CEO.
- Committees may also review and recommend changes to corporate governance policies and succession plans.
Typical composition and size
- Composition depends on the organization’s type and size.
- Common members include the board chair, deputy chair and, in some cases, the CEO; the number of members and term lengths differ across entities.
- The committee’s structure should reflect the organization’s governance needs and stakeholder expectations.
Core responsibilities
- Identify and evaluate candidates for the board of directors and key management positions.
- Assess candidates’ skills, experience, and fit with the company’s strategic needs.
- Recommend appointments for the board chair and other leadership roles.
- Support CEO searches and succession planning when appropriate.
- Review and propose updates to corporate governance policies to ensure they align with organizational objectives and stakeholder interests.
Special considerations
- Board chair vs. CEO: the chair typically presides over board meetings and focuses on governance and consensus-building. The chair role can be executive (full-time) or nonexecutive (part-time). The CEO is the company’s top executive responsible for day-to-day operations and implementing strategy and is often a board member.
- Size and scope of duties vary: in smaller organizations the CEO may be more hands-on; in larger corporations the CEO focuses on strategy and delegates operations.
- Deliberate candidate selection is important because leadership choices shape the organization’s direction, culture, and stakeholder relationships.
Why nomination committees matter
Nomination committees play a central role in maintaining effective corporate governance by ensuring leadership and board composition support the company’s strategic objectives and stakeholder interests. Through careful candidate selection and governance oversight, they help sustain board effectiveness, orderly succession, and long-term organizational stability.