Governance - Committee Charter

Purpose

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.

Composition

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.

Meetings

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.

Duties and Responsibilities

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.
The Committee shall consider CEO succession planning, in collaboration with the incumbent CEO, and shall make such recommendations as it deems necessary or appropriate to the full Board regarding CEO succession, including succession in the event of an emergency.
The Committee shall recommend to the Board a candidate for a new President and CEO when a vacancy shall arise or be imminent, including recommendations on compensation to be offered; in doing so, the Committee or the Chair thereof shall discuss with the Chair of the Compensation Committee compensation to be included in any such recommendation. The Committee shall have the sole discretion and authority to retain any search firm to assist and identify director candidates, or candidates for the position of President and CEO, to retain any internal or external advisors it deems necessary and to approve all related fees and retention terms related thereto.
The Committee shall periodically consider the roles and responsibilities of the Board as a whole, individual Board members, the committee structure of the Board, and Board officers.
The Committee shall be responsible for assuring that there is an education and orientation process in place for new Board members intending to familiarize such persons with the operation of the Board and with the operation of the corporation, with the operation of the Blue Cross and Blue Shield Association, and with the fiduciary obligations of a corporate director.
The Committee shall consider whether to request an offer of resignation in the event a Board member changes his or her profession or ceases to be employed with the same entity with which the director was previously associated, as required by the bylaws, and shall report to the next regularly-scheduled meeting of the Board of Directors such offer of resignation, if requested, and the recommendation of the Committee regarding acceptance of such resignation.
The Committee shall from time to time evaluate the overall performance and structure of the Board and make recommendations relating to self-evaluation processes and continuing education for members of the Board of Directors on the roles and responsibilities of a director and on the health care financing industry.
The Committee shall review with counsel any instances of real or perceived director conflict of interest to determine whether the director may continue to serve on the Board of Directors.
The Committee may recommend such changes in the bylaws or articles of incorporation as it deems useful and necessary for the corporation.
The Committee may propose changes to this charter, but such changes shall be subject to approval by the Board of Directors before they may be effective.
The Governance Committee shall assure that an annual evaluation of the Chief Executive Officer occurs through input from the full Board of Directors and that the same be provided to the Compensation Committee for consideration in salary administration.
The Committee shall review the Governance Guidelines annually, or more frequently if appropriate, and shall recommend changes, if necessary.
The Committee shall conduct a biennial evaluation of its performance and present it to the Board of Directors.
The Committee shall perform such other activities as may be requested by the Board of Directors or by the Chair.