Blue Cross and Blue Shield of Kansas Board Compensation Committee Charter
To assist the Board in discharging its responsibilities relating to compensation and benefits of the Company's employees; review and evaluate the CEO's performance and recommend to the Board the CEO's compensation level based on this evaluation; make recommendations to the Board with respect to incentive compensation plans; evaluate and make recommendations to the Board on compensation for the Board.
In performing its duties, the Committee will maintain effective working relationships with the Board, management and Committee advisors. The Committee shall have the authority to retain consultants of its selection to advise it with respect to the Company's salary and incentive compensation and benefits programs.
Blue Cross and Blue Shield of Kansas will compensate all employees fairly, equitably, and competitively to achieve the organization's objective of providing excellent service to customers while maintaining adequate financial controls and quality operations. This philosophy is based on the following principles:
- Compensation will be distinctive and opportunity based, in order to reinforce the Plan's business strategies, corporate culture, and management processes.
- Compensation programs will be designed to reward excellence in performance and achievement, both individually and collectively.
- Compensation programs will include base salary levels that reward all employees fairly and competitively, commensurate with individual skills, performance, job contribution, and market conditions as well as performance-based incentive plans and other variable compensation programs.
The ultimate total compensation (base salary plus variable compensation plus benefits) goal is:
- Median (50th percentile) of the health insurance industry.
- Actual total case compensation paid out depends on Plan performance.
- Target awards assume base salary at midpoint and annual incentive awards at target level.
- Benefits are valued and compared to the market separately as necessary to ensure a median position.
The Committee shall consist of no less than five members of the Board who are not employees of, nor directly related to employees of, the Company, its affiliates or subsidiaries. The Chairperson and members of the Committee shall be appointed by the Chairperson of the Board and shall continue to serve while the Chairperson remains in office.
Each member of the Committee shall have an understanding of the responsibilities and duties of the Committee as set forth in this Charter and an understanding of the business, operations and risks of the Company.
All members of the Board who are not members of the Committee may attend the regular meetings of the Committee, but such members are not entitled to a vote on any matter brought before the Committee.
The Committee shall fix its own rules of procedure and shall meet as provided by such rules or at the call of the Chairperson of the Committee or a majority of the Committee. The Committee shall conduct at least one meeting per year, with minutes taken at the meeting. The Committee shall hold such additional meetings as the Committee deems necessary or advisable to perform its duties. A majority of the Committee shall constitute a quorum. The action of a Blue Cross and Blue Shield of Kansa majority of those present at a meeting at which a quorum is present will be the act of the Committee. If all of the Committee members shall severally or collectively consent in writing to any action to be taken, such action shall be as valid as action as though it had been authorized at a meeting of the Committee.
The Committee will invite members of management, staff or others to attend meetings and provide pertinent information, as appropriate. It will hold meetings in executive session, with or without staff, as appropriate. Meeting agendas will be prepared and provided to the Committee members in advance of meetings, along with other information pertinent to the meeting. Minutes will be taken at the meetings and the same reported to the Board at its next meeting
RESPONSIBILITIES AND DUTIES
The responsibilities and duties of the Committee include the following:
- Review and approve the Company compensation philosophies and oversee the development and implementation of compensation programs.
- Review at least triennially all senior executive compensation and benefit programs, which review shall include an analysis of the competitiveness of the programs and the extent to which the compensation packages are designed to motivate and reward performance; as used herein, "senior executive" means the CEO and his or her executive level direct reports who are officers of the corporation.
- Review and recommend to the Board (i) corporate goals and objectives relevant to CEO compensation; and (ii) the CEO's compensation level based on the Board's evaluation of the CEO's performance in light of those goals and objectives.
- Review and recommend to the Board the annual employee incentive compensation program(s). Annually determine the corporate goals and objectives for incentive program(s) and make recommendations to the Board
- Review and recommend to the Board for approval as necessary the terms and conditions of employment agreements, severance arrangements, and change in control agreements/provisions, and any special or supplemental benefits for the CEO and such other senior officers and executives of the Company as the Board shall determine.
- Review the proposed adoption material amendment or termination of an employee health/welfare benefit plan (e.g., health plans, tuition plan, flexible spending account, retirement plans, and retirement health plan) sponsored by the company for its CEO, executive officers and employees and present its recommendations to the Board for consideration and/or approval.
- Review general employee salary levels and ranges to assure a total compensation viewpoint and that the Company maintains its competitive position with respect to the same.
- Review and recommend to the Board for approval compensation and expense reimbursement arrangements for directors
- Review matters brought to the Committee's attention regarding employment policy issues.
- Regularly report on Committee activities and findings to the Board.
- Perform such other functions as assigned by the Board.
- Review and assess the adequacy of the committee charter, requesting Board approval for proposed changes.
- Evaluate the Committee's performance and report the results to the Board.
The duties and responsibilities set forth above are meant to serve as a guide, with the understanding that the Committee may diverge from the specific duties enumerated as necessary or appropriate given the circumstances.
The Committee shall undertake any other action or exercise such other powers, authority and responsibilities as necessary or appropriate to the discharge of the responsibilities and duties set forth in this Charter or the Bylaws of the Company; required by applicable laws, rules and regulations; or determined by the Board.
In discharging its responsibilities and duties, the Committee is empowered to investigate any matter brought to its attention that it determines to be within the scope of its authority, with full access to all books, records, facilities and personnel of the Company.
The Committee shall have the sole authority to retain (and terminate), set retention terms and approve the fees of, any compensation firm, consultant or other advisor (including but not limited to legal counsel), to be used to assist in the evaluation of appropriate compensation levels, or to otherwise provide such advice as the Committee shall deem necessary to the discharge of its responsibilities and duties.
The Committee may request members of management of the Company to perform specified tasks to assist in fulfilling the Committee's responsibilities and duties. In addition, the Committee may delegate authority to individuals or subcommittees it deems appropriate to fulfill its responsibilities and duties. However, the delegation of authority to such individuals or subcommittees shall not absolve the Committee and its members from the responsibilities and duties of the Committee and its members.