Nominating & Corporate Governance Committee Charter

This legal template, titled "Nominating & Corporate Governance Committee Charter under USA law," is a comprehensive document that outlines the structure, responsibilities, and guidelines for a company's Nominating and Corporate Governance Committee (NCGC) in accordance with United States laws.

The NCGC is a vital committee within the corporate governance framework of an organization. This charter serves as a framework for establishing the committee's composition, qualifications, authority, and functions. It highlights the primary objectives and key responsibilities of the NCGC, which typically include nominating and selecting candidates for board positions, overseeing corporate governance policies, and assessing board performance and effectiveness.

The charter includes provisions for the establishment of the NCGC, outlining the appointment, removal, and term limits of its members, as well as the required qualifications, expertise, and independence criteria. It also defines the committee's authority to engage external experts and advisors and sets guidelines for their compensation and interactions.

Additionally, the template lays out the committee's core functions, such as identifying and evaluating potential board members, ensuring diversity and independence within board nominations, and establishing processes for board succession planning. The charter may also detail the responsibilities related to corporate governance matters, including monitoring compliance with corporate codes of conduct and ethics, assessing board governance practices, and recommending improvements.

Furthermore, this document emphasizes the role of the NCGC in overseeing executive compensation, including the establishment of compensation programs aligned with corporate goals and performance metrics, and ensuring transparency and adherence to regulatory requirements.

Lastly, the template may address the committee's reporting obligations, specifying how it communicates its findings, recommendations, and annual performance evaluations to the Board of Directors, senior management, and shareholders.

Overall, the "Nominating & Corporate Governance Committee Charter under USA law" serves as a crucial legal instrument, ensuring that a company establishes a well-structured and effective Nominating and Corporate Governance Committee in compliance with U.S. legal requirements.