On the 2023 nom/gov committee agenda

For 2023, the nominating and governance (nom/gov) committee’s role will continue to take on elevated significance. Stakeholder scrutiny of the board’s oversight over a range of issues—such as ESG, human capital management (HCM), technology and cybersecurity, and board and workforce diversity, equity, and inclusion (DEI)—shows no sign of abating, while the “new normal” of an uncertain and volatile geopolitical and economic environment raises the stakes on the board’s ability to quickly pivot along with the company’s strategy.

It is the nom/gov committee’s responsibility to tailor board composition, committee structure, and board processes and procedures so that the board is poised to meet these rising challenges and fulfill its ever-expanding mandate. Shaping the board’s agility, culture, dynamics, and leadership style will also be paramount as the role of the board evolves—and how the company does business is at least as important to its long-term value as its current financial performance. Along with management, nom/gov committees should remain focused on setting the tone for a holistic strategy for engaging with stakeholders and providing disclosures to demonstrate the full breadth of the board’s expertise and diligence in its oversight.

Drawing on our research, insights, and interactions with nom/gov committees and other board members, we highlight seven issues to keep in mind as nom/gov committees consider and carry out their 2023 agendas:

• Enhance the board’s ability to govern through ongoing uncertainty and volatility.
• Address board composition with focus and courage.
• Bolster board diversity disclosures—and board diversity.
• Prioritize board oversight through the lens of ESG.
• Set the tone for purpose-driven leadership.
• Collaborate with the Compensation and Human Capital Committee on stakeholder expectations with respect to DEI.
• Understand the implications of universal proxy and sharpen disclosures accordingly.