This excerpt taken from the UNH 8-K filed Dec 19, 2006.
Corporate Governance
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Separating the roles of chairman of the board and chief executive officer;
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Establishing a position of secretary to the board of directors;
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Recommending that shareholders vote at the 2007 annual meeting to amend the company’s articles of incorporation to declassify its board of directors and remove supermajority
approval requirements;
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Implementing a director resignation policy if any director is not elected by a majority vote;
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Implementing share ownership guidelines for officers and directors;
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Implementing a requirement that all members of the Audit Committee be financial experts;
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Limiting the number of boards of directors on which its directors may serve;
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Requiring all directors to attend director’s education sessions;
UNITEDHEALTH GROUP
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Establishing a Public Responsibility Committee of the board. The Committee will focus on all dimensions of UnitedHealth Group’s corporate social responsibility; and,
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Strengthening director independence requirements to exceed the standards of the SEC and the New York Stock Exchange, including:
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Forming a Nominating Advisory Committee to provide the board with input into its search for five new directors over the next three years. The Committee is composed of
representatives from the shareholder and medical communities; and
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Retaining the firm of Spencer Stuart to assist its search for new directors and retained the firm Russell Reynolds Associates to assist its search for executives for several new
positions. Additional firms may be engaged as the company proceeds to strengthen its administrative capabilities.
