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UNH » Topics » Other Corporate Governance Practices

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

Other Corporate Governance Practices

In addition to the corporate governance initiatives implemented in 2006 and 2007, other key corporate governance practices of the Company include:

 

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Our Board size is between nine and twelve directors, which balances the needs for a diversity of perspective with manageable size.

 

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Our Board of Directors and Board committees conduct executive sessions at each quarterly meeting.

 

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Our Chairman of the Board presides over each executive session of the Board, and Committee Chairs preside over executive sessions of their respective committees.

 

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

 

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The majority of our director compensation is paid in Company equity.

 

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

 

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Our directors are required to offer their resignation upon a change in primary career.

 

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Our Board reviews our CEO succession plan on an annual basis.

 

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The only equity plan from which we currently grant equity awards is shareholder-approved.

 

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We have formalized our processes and procedures for granting equity awards. See “Compensation Discussion and Analysis” below for details.

 

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Our independent registered public accounting firm is ratified by our shareholders annually.

 

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The 2006 non-audit fees of our independent registered public accounting firm were less than 10% of total fees paid to that firm by the Company in 2006.

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