Important Issues Facing Nom/Gov Chairs & Committees

Inside Americas Boardrooms
Nom/gov chairs have their work cut out for them lately. As issues like corporate culture and board composition rise to the forefront, the nominating and governance committee is finding itself in the spotlight recently.

Nominating and governance committees (or nom/gov) are typically responsible for driving director and committee succession planning, shaping governance policies, and driving board effectiveness through board evaluations and education. Fueled by digital transformation and societal change, investors are increasingly pressuring these committees to also influence culture and innovation. But it's not an easy task. How can these committees define culture and get their arms around it? How can they make sure they have the right people and processes to support management and take the company to the next level?

In this episode, filmed from Diligent's Directors' Experience event in Napa Valley, Inside America's Boardrooms host TK Kerstetter sits down with Leslie Campbell, a director with PetMed Express and Coupa Software, who has chaired multiple nom/gov committees. Campbell shares highlights from her experience as nom/gov chair, along with insights into this committee's evolving role.

Inspiring fresh thinking (led by nom/gov chairs)

I really think the nom/gov committee should be bringing innovation, insight, and ultimately inspiration to the board. - Leslie Campbell, director, PetMed Express and Coupa Software
As investor pressure increases for board oversight of diversity, ESG, and culture, where should the board turn for new ideas and innovative insights? ''It's likely not going to be in audit and it's likely not going to be in compensation,'' Kerstetter observed.

This leaves the nom/gov committee-a sometimes overlooked committee that Campbell believes is well positioned for delivering innovation, insight, and inspiration. ''I think it's a really good place for those ideas to enter the boardroom,'' she said.

For example, Campbell cited a recent discussion with a board she serves on about culture, which companies and boards often find notoriously difficult to define, measure, and oversee.

As the nom/gov chair, during the meeting she commented about the ''fantastic culture'' the company had built through a number of acquisitions and spoke about the importance of protecting and maintaining it.

This inspired the CEO to make a ''very insightful'' point, she said. He saw culture as continuously evolving, like a garden to be nurtured as it grows. ''If it's static, you have a problem.''

This conversation inspired further thinking about how culture exists outside the company's walls. It's influenced by-and an influencer of-all stakeholders: investors, employees, customers. ''It's a living, breathing thing.''

By presenting fresh ideas and catalyzing exchanges like these, she said, ''The opportunity is to look to how the nom/gov chair and committee can add additional value.''

How nom/gov chairs can empower an effective committee

Such rising responsibilities require the right people in the room, operating from a strong foundation of governance practices.

According to Campbell, a nom/gov committee needs the skills and foresight to look ''around the corner and see what's coming.'' This enables the committee to both anticipate risks and claim opportunities.

Start by getting the most out of your current committee, she advised-evaluating, educating, and engaging existing members. As a nom/gov chair, leverage and optimize the board you have, then evaluate skills gaps against the challenges ahead.

Many of these needed skills will vary based on your company's maturity. If you're working with a new company-like a pre-IPO, private, smaller, or startup-the activities that will occupy a good amount of the nom/gov chair and committee's time will be foundational governance things, she said. It's a matter of ''just getting the right governance in place.''

''The opportunity there is to get it right from the beginning,'' Campbell said. If you get really good governance in from the start, it will pay dividends for a long time.

For nom/gov committees on the boards of more mature companies, ''you might be unwinding antiquated or less modern governance processes,'' Campbell said. ''You just have a different focus when it's an older organization and more established governance.''

Ultimately, wherever your committee is on the maturity curve, you should be chasing best practices, she advised.
The risk there is that you get complacent in your thinking and you get formulaic in your activities. �- Leslie Campbell, director, PetMed Express and Coupa Software
Campbell reflected upon her concurrent role as nom/gov chair on two boards. ''That's a benefit from working with more than one company because they're all in different places. You're working with different perspectives, different people, different challenges. I try to learn and cross-pollinate.''

''I'm really excited about chairing nom/gov committees,'' she said. ''I think it's a great committee to be on and to be-and we add a lot.''

What data do nom/gov chairs need to be effective?

Today's nom/gov chairs and committees must have visibility into the organization, across the industry, and into the future. Learn how Diligent's Nominations allows boards to compare board effectiveness and composition metrics across their peer group--and puts a database of qualified candidates at the board's fingertips.
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