Establishes the purpose, composition, authority, responsibilities, and meeting cadence of a board's Nominating & Corporate Governance Committee, including director nomination criteria, board evaluation, and governance policies, certified by the corporate secretary upon adoption.
The Nominating & Governance Committee Charter is a ready-to-use corporate & business template you can send for signature in minutes. It is written for 1 signer (secretary) and, by default, expires 30 days after it is sent if left unsigned. It covers nominating committee, governance committee, board of directors, charter, corporate governance, director nominations. Like every Abundera Sign template it is a convenience draft structured for ESIGN Act and UETA compliance, not a substitute for legal advice. Each signed copy is sealed with PAdES-LTA digital signatures, dual RFC 3161 timestamps, and a tamper-evident evidence package in WORM storage.
Document Preview
# Nominating & Governance Committee Charter **Corporation:** ___________ **State of Incorporation:** ___________ **Date Adopted by the Board:** ___________ --- ## Secretary's Certificate of Adoption The undersigned, acting as Secretary of the Corporation named above, hereby certifies that this Nominating & Corporate Governance Committee Charter was duly adopted by the Board of Directors of the Corporation at a meeting duly held (or by written consent in lieu thereof) on the Adoption Date stated above, and that it remains in full force and effect as of the date signed below. --- ## Article I — Purpose The Nominating & Corporate Governance Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of the Corporation. The Committee's primary purpose is to assist the Board in: (a) identifying, evaluating, and recommending qualified candidates for election or appointment to the Board; (b) developing and recommending to the Board a set of corporate governance principles applicable to the Corporation; (c) overseeing the evaluation of the Board and its committees; (d) reviewing and making recommendations regarding the composition, structure, and functioning of the Board; (e) overseeing the Corporation's policies and practices with respect to environmental, social, and governance (ESG) matters to the extent directed by the Board; and (f) monitoring emerging governance trends and best practices, and recommending governance enhancements to the Board as appropriate. ## Article II — Composition ### 2.1 Size The Committee shall consist of not fewer than ___________ and not more than ___________ members of the Board. ### 2.2 Independence