Overview of a Terms of Reference for Nomination Committee

What is a Terms of Reference for Nomination Committee?

A Terms of Reference for Nomination Committee is a document that helps the company improve its corporate governance by establishing a nomination committee that will formulate the nomination policy of the company and identify suitable candidates for directorship.

Before establishing this committee, you need to engage a sufficient number of non-executive directors to carry out the functions of this committee.

What is the purpose of forming the Nomination Committee?

A Nomination Committee is formed in an organization to evaluate the performance, skills, and expertise of the board members for checking whether they are skilled enough to become the board of directors or senior management. Generally, these committees are tasked with different responsibilities according to the nature of business however the prime objective of forming such a committee inside an organization is to fill different important positions in a company including its board of directors and other senior management positions.

When should you use Terms of Reference for Nomination Committee?

You need the Terms of Reference for Nomination Committee to govern the composition and procedures of this committee, set out details of its duties, and clearly define its authority (e.g., to have access to sufficient resources in order to carry out its duties and to seek independent advice at the company’s expense where necessary).

What are the components of a Terms of Reference for Nomination Committee?

When drafting a Terms of Reference for Nomination Committee, it is important to focus on a number of key clauses, in particular:

Purpose of setting up this committee: This includes a well-written description for forming such committees.

A number of members of this committee: Number of members who are part of the community and actively working for improving corporate governance.

Number of members to constitute a quorum for a meeting of this committee: The required number of people for calling a meeting to discuss an important agenda in an organization.

Details of the duties and authority: This includes the detailed duties and authority of each individual inside this committee. This will help to avoid confusion and settle down disputes in case they arise in the future.

Reporting responsibilities: The main purpose of forming such a committee is to appoint the right person in the right place. After reviewing candidates, the committee should report to higher authorities for the implementation. So, a clear description of reporting responsibilities will avoid delays and improve the overall productivity of the organization.


A Terms of Reference for Nomination Committee is written to improve the overall corporate governance by placing the right person in the right place. By forming such a committee inside an organization, a company can improve its productivity and leadership abilities.

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