DUTIES AND RESPONSIBILITIES OF THE NOMINATING COMMITTEE

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Maria Gaia Soana ORCID logo, Giuseppe Crisci

DOI:10.22495/cocv15i1c1p8

Abstract

Many corporate governance codes and reports emphasize the importance of creating nominating committees within boards. Focusing on banks, the Basel Committee on Banking Supervision (2015) recommends that boards of directors should create an internal nomination/human resources/governance committee. In this context, we have analysed the presence and main characteristics of this committee in the 30 systemically important banks (G-SIBs). To the best of our knowledge, this is the first paper describing in depth the activities of the nominating committees. Our analysis shows that the nominating committee is often also a “governance committee”. Its main responsibilities towards the full board of directors usually include identifying individuals qualified to become board members, guiding the board in its annual review, reviewing succession plans and, occasionally, monitoring education programs for directors. Most charters also entrust the appointment committee with the role of identifying members, and/or reviewing the composition, of board committees and, in a minority of cases, reviewing the suitability of the charters adopted by each board committee. The nominating committee is also frequently required to oversee for the board corporate governance policies and occasionally required to review policies relating to public/strategic issues, relationships with external entities affecting the bank’s reputation and ESG matters. Many charters also entrust the appointment committee with reviewing/appointing directors to the boards of important subsidiaries (9 out of 29) and reviewing/appointing managers (14 out of 29). The nominating committees of G-SIBs are primarily composed of independent directors. The male gender is the most represented. In 2016, the effective average number of meetings of nominating committees in was seven.

Keywords: Nominating Committee, Responsibilities, Board of Directors, Systemically Important Banks (G-SIBS), Independent Directors

Received: 28.06.2017

Accepted: 12.09.2017

How to cite this paper: Soana, M. G., & Crisci, G. (2017). Duties and responsibilities of the nominating committee. Corporate Ownership & Control, 15(1-1), 246-252. http://doi.org/10.22495/cocv15i1c1p8