On the 2022 nom/gov committee agenda

Moving into 2022, the issues in the nominating and governance (nom/gov) committee’s purview have grown exponentially in importance. While the global pandemic called for urgent attention to board procedures and processes, the social justice movement that followed the murder of George Floyd heightened the focus on board diversity as well as workforce diversity, equity, and inclusion. All the while, scrutiny of how companies establish, communicate, and meet ESG goals—including those related to climate-change strategy and risk, racial equity, worker well-being, and more—has been intensifying.

As the board’s oversight role expands to include new areas of responsibility—and the number and length of board meetings grows along with the ubiquity of virtual meetings—nom/gov committees are charged with reevaluating the board’s culture and dynamics, processes and procedures, composition, committee structure, and communications with shareholders and stakeholders. Once in the background, the nom/gov committee’s role has taken center stage. 

Drawing on our research, insights, and interactions with nom/gov committees and business leaders, we highlight six issues to keep in mind as nom/gov committees consider and carry out their 2022 agendas:

• Assess the board’s processes and procedures for the long term, drawing on learnings from COVID-19-related adjustments.
• Promote comprehensive board oversight and consistent stakeholder communication on ESG.
• Evaluate how the board will acquire the skills needed to address gaps in light of the rapidly changing business and risk environment.
• Accelerate progress on board diversity and related disclosures.
• Examine the board’s oversight of mission-critical areas and related documentation.
• Maintain focus on the core work of the committee.