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.