The Governance Committee is a standing committee of the Board of Directors of Blue Cross and Blue Shield of Kansas. Its purposes are to consider and make recommendations to the Board regarding the strategic direction of the corporation, Board performance, corporate structure and Board structure, and persons to be voted upon by the members of the corporation for election to the Board of Directors, as well as to consider and make recommendations to the Board regarding other matters as may be assigned to the committee from time to time by the Chair or by the Board of Directors as a whole.
The Governance Committee is composed of the Chair, the Vice-Chair, and three other persons, to include the immediate past-Chair (if still serving on the Board of Directors) and two other persons to be named by the Chair. No member of the Committee may be an employee of the corporation.
The Governance Committee shall meet as often as necessary to carry out its responsibilities. In particular, it shall at a minimum meet once each year to nominate persons to fill terms on the Board of Directors which are expiring at the time of the annual meeting of members in May. The Chair shall initiate all meetings, but any Committee member may request the Chair to call a meeting. The Chair shall report on any Committee meeting held at the next regularly-scheduled Board meeting following the Committee meeting. The Committee shall establish its own rules of procedure at its meetings. The Committee need not require a majority to constitute a sufficient number to take action provided reasonable notice of a meeting of the Committee has been given to members. The Committee may invite members of management, staff, other directors, or others to attend its meetings to provide pertinent information, as appropriate. It may hold meetings in executive session, without staff, as it deems necessary.
The Governance Committee shall recommend persons to the full Board of Directors to be nominated for election to the Board by the members of the corporation. The Governance Committee may also make recommendations to the Board for nominations for persons to be elected to any office of the corporation. Prior to nominating any person to the Board of Directors, the Committee shall consider and review such person’s background and qualifications compared to those set forth in the Bylaws of the corporation. The Committee shall assure itself, through such means as it feels appropriate, including personal interviews if it so desires, that any person, whether an existing Director or otherwise, considered for nomination to the Board possesses personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective Director in conjunction with the full Board in collectively serving the long-term interests of the company’s policyholders. Additionally, the committee shall assure itself that such person’s background is such that such person would not be disqualified from service by reason of state or federal legal restrictions (including the federal insurance fraud statutes) or by reason of having been found disqualified to serve on a board under the Securities Exchange Act. Prior to nominating an existing director for re-election to the Board, the Committee shall consider and review the existing director’s board and committee meeting attendance and performance, length of Board service, and experience, skills and contributions that the existing director brings to the Board.
In the event that a director vacancy arises, the Committee may seek and identify a qualified director nominee to be recommended to the Board for appointment to serve the remainder of the term of the director position that is vacant; nothing, however, shall require that such a vacancy be filled prior to the date on which the term of such director would otherwise expire.