NYSE and Nasdaq require their listed companies to have a nominating / corporate governance committee

SEC has disclosure requirements
about nominating committees 

Text of Rule

Listed companies to have a nominating committee

• Composed entirely of independent directors
• With a written charter covering committee's responsibilities including to, at a minimum:

• Identify individuals qualified to become board members
• Recommend director nominees
• Develop company's corporate governance principles
• Establish criteria for selecting new directors
• Establish criteria for oversight of management

• Committee charter should also address:

• Committee member qualifications
• Committee member appointment and removal
• Committee's structure and operations
• Committee's reporting to the board
• Authority to retain and terminate director search firms

Committee must produce an annual evaluation of committee's performance

Does not apply to

NYSE FAQs

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Text of Rule

Must have a written charter governing
nomination of directors

Director nominees must either be selected or recommended to the board by either:

• Majority of independent directors, or by
• Nominating committee comprised entirely of
  independent directors

Committee may have one non-independent -- but non-management -- member in certain circumstances

Committee must produce an annual evaluation of committee's performance

Does not apply to:

Archive

See S-K 407(c)

Time Warner  NYSE

• Director Nomination Process

NYSE companies

• Johnson & Johnson
• Citigroup

Director nomination criteria

Director interlock survey

Committee self-assessment

Corporate Governance