UNH » Topics » Board and Board Committees Composition and Performance

This excerpt taken from the UNH DEF 14A filed Apr 23, 2009.

Board and Board Committees Composition and Performance

 

   

We have committed to have five Board seats filled by new independent directors by the end of 2009 in order to bring new experiences, expertise and perspectives onto the Board of Directors. To that end, our Board of Directors has:

 

  ¡  

formed and convened a Nominating Advisory Committee comprised of representatives from the shareholder and medical communities to provide input into the composition of our Board of Directors; and

 

  ¡  

added four new independent directors as follows: Robert J. Darretta (April 2007), Michele J. Hooper (October 2007), Glenn M. Renwick (June 2008) and Kenneth I. Shine, M.D. (February 2009).

 

   

All members of our Audit Committee are required to be financial experts as defined by the SEC.

 

   

A director may not serve on more than four public company boards of directors (including the Company); any of our current directors serving in January 2007 (who are now limited to serving on six boards) will be subject to this four board limit commencing at our 2012 Annual Meeting of Shareholders.

 

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Our directors are required to offer their resignations upon a change in their primary careers.

 

   

Our Board of Directors conducts executive sessions at each regularly scheduled Board meeting. Our Chairman of the Board presides over each executive session. Our Board committees also conduct executive sessions that are presided over by the Committee Chairs of their respective committees.

 

   

Our Board of Directors and Board committees have the authority to retain independent advisors.

 

   

Our Board of Directors and individual directors conduct performance reviews annually.

 

   

All directors are required to attend director education sessions accredited by RiskMetrics.

This excerpt taken from the UNH DEF 14A filed Apr 28, 2008.

Board and Board Committees Composition and Performance

 

   

We have committed to have five Board seats filled by new independent directors by the end of 2009 in order to bring new experiences, expertise and perspectives onto the Board. To that end, our Board has:

 

  ¡  

retained a search firm to assist our search for new directors;

 

  ¡  

formed and convened a Nominating Advisory Committee comprised of representatives from the shareholder and medical communities to provide input into the composition of our Board; and

 

  ¡  

appointed Robert J. Darretta in April 2007 and Michele J. Hooper in October 2007 to serve as independent directors, and nominated Glenn M. Renwick for election at this year’s Annual Meeting as a new independent director of the Company.

 

   

All members of our Audit Committee are required to be financial experts as defined by the SEC.

 

   

A director may not serve on more than four public company boards of directors (including the Company); any of our current directors serving in January 2007 (who are now limited to serving on six boards) will be subject to this four board limit commencing at our 2012 Annual Meeting of Shareholders.

 

12


Table of Contents
   

Our directors are required to offer their resignations upon a change in their primary careers.

 

   

Our Board of Directors conducts executive sessions at each regularly scheduled Board meeting. Our Chairman of the Board presides over each executive session. Our Board committees also conduct executive sessions that are presided over by the Committee Chairs of their respective committees.

 

   

Our Board and Board committees have the authority to retain independent advisors.

 

   

Our Board reviews our chief executive officer (“CEO”) succession plan annually.

 

   

Our Board and individual directors conduct performance reviews annually.

 

   

All directors are required to attend director education sessions accredited by Institutional Shareholder Services (“ISS”).

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