This excerpt taken from the UNH DEF 14A filed Apr 23, 2009.
STANDARDS FOR DIRECTOR INDEPENDENCE
The UnitedHealth Group Board of Directors (the Board) will be composed of a majority of directors who are independent and its nominating, compensation and audit committees will be composed entirely of directors who are independent for purposes of the New York Stock Exchange (NYSE) Corporate Governance Rules. For a director to be deemed independent, the Board will affirmatively determine, based on all relevant facts and circumstances, that the director has no material relationship with UnitedHealth Group Incorporated (together with its subsidiaries, the Company), either directly or as a director, partner, shareholder and/or officer of an entity that has a relationship with the Company. The Company will identify which directors are independent and disclose the basis for that determination in its annual proxy statement for the election of directors. The Board, pursuant to the recommendation of its nominating committee, has adopted the following guidelines to assist in determining independence.