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This excerpt taken from the UNH DEF 14A filed Apr 7, 2006. Committees and Meetings of the Board of Directors During the year ended December 31, 2005, the Board of Directors held four regular meetings and three special meetings. All of our twelve directors attended at least 75% of the meetings of the Board and any Board committees of which they were members. The Board of Directors has established five standing committees: an Audit Committee, a Compensation and Human Resources Committee, a Nominating Committee, a Compliance and Government Affairs Committee, and an Executive Committee. These committees help the Board fulfill its responsibilities and assist the Board in making informed decisions as to the Company’s operations. Each committee operates under its own charter, and the committees evaluate their respective charters and conduct committee performance evaluations on an annual basis. The Audit Committee consists of Messrs. Ballard (Chair), Leatherdale, and Kean, each of whom is an independent director under the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Board of Directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the Board has determined that Messrs. Ballard and Leatherdale are “audit committee financial experts” as defined by Securities and Exchange Commission rules. The Audit Committee has sole responsibility for the selection and retention of the independent registered public accounting firm, and assists the Board by overseeing financial reporting, public disclosure and compliance activities. The Audit Committee operates as a direct line of communication between the Board and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel. The Audit Committee held eight regular meetings and one special meeting in 2005. The Compensation and Human Resources Committee consists of Messrs. Johnson (Chair) and Spears and Dr. Mundinger, each of whom is an independent director under the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Compensation and Human Resources Committee is responsible for overseeing our compensation, employee benefit and stock-based programs. The Committee also negotiates and administers our employment arrangements with our Chief Executive Officer and President and Operating Officer, performs the annual Chief Executive Officer and President and Chief Operating Officer evaluations, supervises incentive and equity-based compensation programs for our employees, and reviews and monitors director compensation programs. The Compensation and Human Resources Committee held four regular meetings and four special meetings in 2005. The Nominating Committee consists of Messrs. Kean (Chair), Ballard, Leatherdale and Spears, each of whom is an independent director under the rules of the New York Stock Exchange and Securities and Exchange Commission. The Nominating Committee’s duties include identifying and nominating individuals to be proposed for election as directors at each Annual Meeting of Shareholders, filling board vacancies, conducting the director and Board evaluation process, evaluating the categorical standards which the Board uses to determine director independence, and monitoring and evaluating corporate governance. The Nominating Committee held two regular meetings in 2005.
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Table of ContentsThe Compliance and Government Affairs Committee consists of Dr. Wilensky (Chair) and Dr. Shalala. The Compliance and Government Affairs Committee is responsible for the development of guidelines and procedures for ethical and legal compliance, ensuring adequate guidance, reporting and investigation processes, and monitoring compliance with Company guidelines and ethics policies. The Compliance and Government Affairs Committee held two regular meetings in 2005. The Executive Committee consists of Dr. McGuire (Chair) and Messrs. Ballard, Leatherdale and Spears. The Executive Committee is authorized to exercise all of the powers of the Board when the Board is not in session. The Executive Committee did not hold any meetings in 2005. This excerpt taken from the UNH DEF 14A filed Apr 7, 2005. Committees and Meetings of the Board of Directors
During the year ended December 31, 2004, the Board of Directors held four regular meetings and three special meetings. Eleven of our twelve directors attended at least 75% of the meetings of the Board and any Board committees of which they were members. Mr. Kean’s responsibilities as the Chair of the 9/11 Commission caused him to miss several Board meetings between February and April 2004. Mr. Kean was fully informed of the matters to be discussed and acted upon at such meetings, and was updated promptly after these meetings occurred.
The Board of Directors has established five standing committees: an Audit Committee, a Compensation and Human Resources Committee, a Nominating Committee, a Compliance and Government Affairs Committee, and an Executive Committee. These committees help the Board fulfill its responsibilities and assist the Board in making informed decisions as to the Company’s operations. Each committee operates under its own charter, and the committees evaluate their respective charters and conduct committee performance evaluations on an annual basis.
The Audit Committee consists of Messrs. Ballard (Chair), Leatherdale, and Kean, each of whom is an independent director under the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Board of Directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the Board has determined that Messrs. Ballard and Leatherdale are “audit committee financial experts” as defined by Securities and Exchange Commission rules. The Audit Committee has sole responsibility for the selection and retention of the independent registered public accounting firm, and assists the Board by overseeing financial reporting, public disclosure and compliance activities. The Audit Committee operates as a direct line of communication between the Board and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel. The Audit Committee held eight regular meetings and two special meetings in 2004.
The Compensation and Human Resources Committee consists of Messrs. Johnson (Chair) and Spears and Dr. Mundinger, each of whom is an independent director under the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Compensation and Human Resources Committee is responsible for overseeing our compensation, employee benefit and stock-based programs. The Committee also negotiates and administers our employment arrangements with our Chief Executive Officer and President, performs the annual Chief Executive Officer evaluation, supervises incentive and equity-based compensation programs for our employees and reviews and monitors director compensation programs. The Compensation and Human Resources Committee held three regular meetings and one special meeting in 2004.
The Nominating Committee consists of Messrs. Kean (Chair), Ballard, Leatherdale and Spears, each of whom is an independent director under the rules of the New York Stock Exchange and Securities and Exchange Commission. The Nominating Committee’s duties include identifying and nominating individuals to be proposed for election as directors at each annual meeting of shareholders, filling board vacancies, conducting the director and Board evaluation process, and evaluating the categorical standards which the Board uses to determine director independence. The Nominating Committee held two regular meetings in 2004.
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Table of ContentsThe Compliance and Government Affairs Committee consists of Dr. Wilensky (Chair), Mr. Ryan and Dr. Shalala. The Compliance and Government Affairs Committee is responsible for the development of guidelines and procedures for ethical and legal compliance; ensuring adequate guidance, reporting and investigation processes; monitoring compliance with Company guidelines and ethics policies; and monitoring and evaluating corporate governance. The Compliance and Government Affairs Committee held two regular meetings in 2004.
The Executive Committee consists of Dr. McGuire (Chair) and Messrs. Ballard, Leatherdale and Spears. The Executive Committee is authorized to exercise all of the powers of the Board when the Board is not in session. The Executive Committee did not hold any meetings in 2004.
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