What is the primary function of the nominating and governance committee?

The nominating and governance committee plays a crucial role in ensuring that there is a smooth transition and continuity in leadership within a company. Its primary function involves planning the succession of executives, which encompasses identifying and developing internal talent or sourcing potential external candidates to fill key leadership roles as they become vacant.

This responsibility not only includes executive leadership positions, such as the CEO and other major executives, but also involves preparing for emergencies or unexpected vacancies. By proactively planning for succession, the committee helps maintain organizational resilience and stability, ensuring that the firm's strategic direction and governance are upheld even as leadership changes.

While the other functions are important within the broader corporate governance framework, they fall under different committees or responsibilities. For example, managing the audit process typically resides with the audit committee, overseeing legal compliance often involves the compliance or legal departments, and evaluating the performance of the audit committee itself is part of the audit committee’s own self-assessment processes. Hence, the focus on succession planning distinctly defines the primary mandate of the nominating and governance committee.