A companys board of directors consists of a majority of independent directors. Can the whole board serve as a nominating committee?
No. Listing Rule 5605(e) requires director nomination decisions to be made by independent directors. Under the rule, this can be done either by a majority of the independent directors, or by a committee comprised solely of independent directors. If the company chooses to rely on a vote of a majority of the independent directors, the independent directors must meet alone to make these decisions, such as during the executive sessions of independent directors.
Related Questions
- Where can I find information about the qualifications and other factors that the Governance and Nominating Committee evaluates in selecting nominees to serve as directors?
- A companys board of directors consists of a majority of independent directors. May the whole board serve as a compensation committee?
- How many directors are required to serve on a nominating committee?