Abstract/Summary

The revised 2018 UK Corporate Governance Code came into effect in January 2019 and both extended the remit and empowered nomination committees. The consultation for review will open in mid-2022. This is the context for this exploratory study investigating strategic value from UK nomination committees. The role of the nomination committee chair is examined to understand how they engage with committee members, both inside and outside of formal meetings, to realise strategic value to the board. Nomination committees and their chairs are the least researched committees and committee chairs. They are typically responsible for the recruitment and selection of executive and non-executive directors, succession planning and diversity. In over 80% of FTSE 350 companies, the board chair is the nomination committee chair as permitted by the UK Code. Thirty-three FTSE All Share board directors were interviewed and data was thematically analysed focussing on engagement, strategic value, future governance regulation and impact from Covid-19. Strategic value was found to be realised through a holistic interpretation which takes the broadest definition of diversity, goes deep into the organisation for succession planning and entails long-range forecasting of skills for board and committee composition. This contributes to knowledge about the dynamics of nomination committees, the committee chair role and how it can be optimised to realise strategic value to the board via an emergent model. Role theory is extended to better understand role overload by non-executive directors, role duality when the board chair is also nomination committee chair, and role conflict for the CEO on workforce engagement.