Why the Nominating Committee Holds the Keys to Governance

What was once simply the “nominating committee” has evolved into one of the most influential bodies in corporate governance. In this episode of the Public Company Series, Doug Chia is joined by Lillian Tsu and Natalia Rezai of Cleary Gottlieb Steen & Hamilton to explore the expanding role of the Nominating and Corporate Governance Committee. From board refreshment and director independence to ESG oversight, shareholder engagement, and AI literacy, the committee’s responsibilities now extend far beyond identifying director candidates.

Lillian and Natalia discuss how governance expectations have shifted since Sarbanes-Oxley, why independence remains foundational, and how committees are thinking proactively about skills matrices, onboarding, and board evaluations. They also examine the growing importance of shareholder engagement and the role this committee plays in navigating activism, evolving ESG scrutiny, and the rapidly emerging risks and opportunities surrounding AI.

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