nominating committee

A committee comprised of some of the members of a board of directors with responsibility for finding members of the board of directors and hiring top corporate executives. Under the Sarbanes-Oxley legislation passed in 2002, all members of a company’s nominating committee must be independent from the company, which means that they can’t be board members employed by the company. A grace period until 2004 exists for companies to make certain that all of their members are independent. Companies controlled by another company are not subject to the full-independence requirement. The nominating committee must have a charter that specifies the purpose, responsibilities, and evaluation procedures of the committee.