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Nomination committees

Guidance for corporate governance professionals working on nomination committees.

In this section

Articles and features


FSA relaxes scrutiny of NED appointments

The Financial Services Authority (FSA) is relaxing its scrutiny of non-executive recruits to banks and other financial services groups amid company complaints that the tests hinder them in making appointments.

Getting the best person for the job

Professor Colin Coulson-Thomas FCA, author of the books Developing Directors and Winning Companies; Winning People, argues that companies should choose from a wider field of candidates when appointing directors.

Webinars and other recordings

Succession planning for Boards, Executives and NEDs… it’s now a must have not a nice to have!

Succession planning for board members, both senior executives & NEDS – it’s an area that is often on the to do list but needs to be documented, shared and reviewed. A panel of respected board members and specialist advisors consider the current state of play and what organisations need to do to be on the front foot.

How succession planning led us to employee ownership

Hear how family-run manufacturing businesses made successful succession plans; retaining their business brand, values, employees, customers and suppliers while creating a culture that drives productivity.

How to choose the right NED

Join Oliver Cummings of nurole.com as he takes us through the steps needed to choose the right Board member. Oliver will take the perspective of an existing Board member and give listeners the inside track on how to fill Board positions, and ensure this vital decision goes as smoothly as possible.


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Boards that lead

This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter looks at board leadership and maps out what active leadership from the board should look like. Includes a section on recruiting directors who add value and a checklist for recruiting new board members.

CEO Succession planning

This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter reviews the process of hiring, evaluating and occasionally removing or replacing the CEO.

CEO Succession: An owner's guide for directors

This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter looks as the reality of succession, rather than the theory, looking at ways in which the succession process can go wrong.

Maintaining an effective board

Chapter 9 looks at the board and good governance, which includes the work of the nomination committee. Board diversity, corporate culture, succession planning and recruitment to the board, director induction and development and board evaluation are all covered.

Model terms of reference for a nomination committee

An introduction to governance for directors and executives. Appendix 5 contains Model terms of reference for a nomination committee

The board structure and its committees

Chapter 3 deals with the structure of the board, its governance role and responsibilities. It also gives brief overviews of the different types of board committees, including: audit; nomination; remuneration; and risk committees. These are dealt with in more detail in later chapters.

The nomination committee

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 6 of the handbook covers the role and work of the nomination committee and contains a Checklist for the nomination committee.

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The Library & Information Service provides a collection of articles as a benefit of membership. Please log in to view these articles. If you are unable to access the articles, please see our Help and support page or contact library@icaew.com.

Revised Corporate Governance Code: what you need to know

The article examines whether the 2018 Corporate Governance Code of Great Britain will be able to prevent corporate failures with the introduction of changes such as the provision to encourage greater engagement of the board and the nine-year rule for directors on the company board. Topics covered include flexibility offered by the Financial Reporting Council (FRC) for the enforcement of the Code, succession planning and development of a diverse board, and excessive executive pay. * For full article please contact the Library. *

From board seat to c-suite

The article focuses on the corporate practice of CEO (chief executive officer) succession, discussing the role of the board of directors in naming the CEO and the procedure strategic planning.

Set a high bar for successors

A collection of practical tips for finding and introducing an effective successor for your accounting firm.

Terms of use: You are permitted to access articles subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

Useful links

Composition, succession and evaluation

Published by the FRC in July 2018, the revised Guidance on board effectiveness looks at the role of the nomination committee in section 3 Composition, succession and evaluation.

Corporate Governance Review

Grant Thornton's review of the annual reports of 297 of the UK’s FTSE 350 companies with years ending between April 2017 and April 2018. The section on nomination committees looks at how successfully the annual report cover the scope and focus of the committee's work, including board composition, independence, diversity and the board evaluation process.

Governing culture: practical considerations for the board and its committees

11 page paper from EY that looks into the role of boards and committees in governing culture. Separate sections look at the Nomination Committee, Remuneration Committee and Audit Committee and give questions on culture for each committees' reflection, as well as the board itself.

Nomination and remuneration

KPMG Board leadership centre - guidance and resources to help facilitate the skills and knowledge required by both nomination committee and remuneration committee members.

Nomination committee terms of reference

Guidance note by the Institute of Chartered Secretaries and Administrators (ICSA), last updated in July 2013. States 'This guidance is for a company seeking to comply fully with the requirements of the UK Corporate Governance Code, published September 2012 (the Code)'.

The nomination committee - coming out of the shadows

ICSA / EY report from May 2016, structured into three main sections - Looking deeper into the company to identify and help to develop its future leaders; Casting the net wider to identify potential directors; Thinking further ahead than the immediate replacement of a retiring board member. Points for boards and nomination committees to consider are highlighted.

UK board succession planning

FRC discussion paper from October 2015 which focuses on board succession for executives and non-executives of those companies to which the Corporate Governance Code applies. It may also be relevant to other organisations. The aim of the paper is to look at key issues, make suggestions for best practice and to look at how the nomination committee can be most effective. Includes responses to discussion paper and the feedback statement.

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