UNH » Topics » Board of Directors Independence

This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.

Board of Directors’ Independence

 

   

Separated the roles of the Company’s Chairman of the Board and Chief Executive Officer (CEO) and elected Richard T. Burke, an independent director, to serve as non-executive Chairman of the Board.

 

   

Committed to have five Board seats filled by new independent directors over the next three years in order to bring new experiences, expertise and perspectives into its membership.

 

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Retained a search firm to assist our search for new directors.

 

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Formed and convened a Nominating Advisory Committee comprised of representatives from the shareholder and medical communities to provide input into our search for new directors.

 

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Appointed Robert J. Darretta to serve as a new independent director of the Company in April 2007 and nominated him for re-election at the 2007 Annual Meeting.

 

   

Strengthened director independence requirements to exceed the standards of the SEC and the NYSE. For example, a director of the Company will not be regarded as independent if, among other things:

 

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The director received any direct compensation from the Company (other than for Board service) in the past three years. This extends to all independent directors the existing NYSE rule governing the independence of members of audit committees.

 

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The Company made a charitable contribution to any tax exempt institution of which the director or a member of his or her immediate family is a current executive officer in an

 

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amount which, in any of the past three years, exceeds the greater of $1 million or 2% of the institution’s consolidated gross revenue.

 

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The director falls into one of several new categories involving business relationships with management, including any business relationship in which the director or any affiliated entity receives compensation from an executive officer.

See the Company’s “Standards for Director Independence,” which is available on our website (www.unitedhealthgroup.com), for additional details.

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