Nominating and Corporate Governance Committee Charter
(SEC, NYSE, and Nasdaq compliant)

Summary

This template of a charter of the nominating and corporate governance committee of the company’s board of directors satisfies the requirements of the New York Stock Exchange, NASDAQ and certain other national securities exchange which prescribe minimum requirements for nominating and corporate governance committees of companies with securities listed on those exchanges. The federal securities laws do not contain requirements for such committees. This template includes practical guidance, and drafting notes. For a full listing of key content that can be used by in-house counsel to develop, revise, and implement a company's employee and third-party-related policies, see In-House Company Policies Resource Kit. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. For more on IPOs generally, see Initial Public Offerings Resource Kit. For a discussion of governance requirements and NYSE and NASDAQ rules, see NYSE and Nasdaq Board of Directors and Committee Governance Requirements Under Sarbanes-Oxley and Dodd-Frank. For a template charter for the audit committee of the board of directors, see Audit Committee Charter (SEC, NYSE, and Nasdaq Compliant). For diversity considerations relating to board composition, see Memorandum to the Board of Directors on Board Diversity Initiatives.