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Duties and Responsibilities of the Nomination Committee

E-book Pdf met watermerkbeveiliging Engels 2022 9789051899542
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The duties and responsibilities of Supervisory Boards have evolved in recent years. This is especially true in the case of governance, with themes such as succession planning, talent reviews, diversity and inclusion becoming increasingly important. Because of this development, more emphasis is placed on the role of the Nomination Committee. However, it is unclear whether its position has evolved accordingly.

To answer this question, the International Center for Financial Law & Governance (ICFG) of the Erasmus University Rotterdam, in cooperation with Spencer Stuart,conducted a study into the changing role of the Supervisory Board and Nomination Committee. The research is divided into four parts: (i) a legal framework, (ii) an analysis of annual reports over the year 2020, (iii) an online survey and (iv) ten in-depth interviews with supervisory and non-executive board members. The study ends with an overview of the conclusions, validated through each of the four parts, and several recommended tools which provide a starting point for discussions among board members to bring their own role regarding nomination to a higher level.

The ICFG (International Center for Financial law & Governance) is the multidisciplinary research centre of the Erasmus School of Law in the field of financial law and governance.
The ICFG's ambition is to bring together national and international academics, professionals and students in order to achieve a high-quality exchange of knowledge and experience in the field of financial law and governance at financial enterprises and other parties in the financial markets. The ICFG series contains publications that reflect the research activities of the ICFG and its researchers.


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Chapter 1 Introduction 11
1.1 Growth to adulthood of nomination committees & new research 11
1.2 Aim, focus and design of the study 11
1.3 Overview of methodology 12

Chapter 2 The Legal Framework of the Nomination Committee: lagging behind in a changing world of corporate governance? 15
2.1 Introduction 15
2.2 Fundamental features 16
2.3 Duties and responsibilities of the SB 19
2.4 Duties and responsibilities of the NomCo 21
2.5 Concluding remarks 25

Chapter 3 The Nomination Committee in practice: public data based on analysis of annual reports 27
3.1 Introduction 27
3.2 Methodology 27
3.3 Results 28
3.4 Concluding remarks 32

Chapter 4 Online survey 33
4.1 Introduction 33
4.2 Data and respondents 33
4.3 Composition 35
4.4 General responsibilities 37
4.5 Specific responsibilities 42
4.6 Satisfaction & dilemmas 48
4.7 Proposed statements 49
4.8 Good and bad practices 52
4.9 Lessons learned 55
4.10 Concluding remarks 56

Chapter 5 Observations from the field: ten in-depth interviews 57
5.1 Introduction 57
5.2 The composition of the EB 57
5.3 NomCo responsibilities, talent development and profiles 59
5.4 Diversity and inclusion 61
5.5 Concluding remarks 63

Chapter 6 Conclusion 65
6.1 Findings 65
6.2 Recommendations 67

Bibliography 69

Appendix I. Information about the core editorial team 73
Appendix II. List of interviewees 75
Appendix III. List of 2020 annual reports analysed in Chapter 3 77

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        Duties and Responsibilities of the Nomination Committee