Athena In Action October 24, 2019

Salon Highlights: The Nom/Gov Committee—The On-Ramp, Guide-rails, and Off-Ramp

By The Athena Alliance

Athena members joined Pioneer Beatriz Infante for an illuminating discussion on the Nom/Gov Committee of the board of directors. Athena Pioneers are experienced board directors who offer their expertise in virtual salons exclusively for Athena members.

Read our key takeaways from the salon:

  1. The role of the Nom/Gov committee is to serve as the on-ramp and off-ramp for board directors, including recruiting and onboarding. Beatriz emphasized that the committee serves as a guide rail (not a guardrail), providing governance guidelines and documentation for best behavior, what to do, and what not to do. Ultimately, the board is responsible for implementing those best practices and guarding the organization.
  2. The responsibilities of the Nom/Gov committee include:
    a. Overseeing the development and operation of company’s corporate governance guidelines
    b. Providing leadership in determining the structure and composition of the board and recommending changes to the full board
    c. Reviewing and recommending the appropriateness of the size, number, and composition of committees
    d. Leading the board self-evaluation process
    e. Identifying areas for ongoing director education and overseeing implementation
    f. Determining director compensation (may be in compensation committee depending on the board’s individual committee charter)
  3. Your committee should complete a board competency matrix to ensure you are recruiting and retaining the best talent to move the organization’s strategy forward. Board leaders, alongside the Nom/Gov committee, should identify what areas of expertise are needed for their long-term success—finance, mergers and acquisitions, sales, international business, marketing, or technology to name a few. You can use this matrix to identify missing talent and spur conversations with members whose expertise no longer fits the needs or direction of the board. This process drives board quality and ensures shareholder value.
  4. Common pitfalls of Nom/Gov committees include:
    a. Planning for today’s skill needs rather than tomorrow’s
    b. Adding one director to solve a general board skills issue
    c. Misalignment between the expertise needed for a successful board and your company’s ability to attract qualified candidates
    d. Lack of director alignment around candidate skillset
    e. Lack of director alignment around the need for additional skillsets
    f. Looking for “a woman”

Athena members can view the virtual salon in its entirety in the member resource library. Interested in unlocking access to our exclusive, curated events? Learn more about Athena’s executive development program for women leaders.