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This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. AMENDED
AND RESTATED GOVERNANCE & COMPLIANCE COMMITTEE
CHARTER
AS AMENDED THROUGH JULY 26, 2007
1. Purpose. The Governance &
Compliance Committee (the “Committee”) has been
established by the Board of Directors (the “Board”) of
WebMD Health Corp. (the “Corporation”): (a) to
evaluate and make recommendations to the Board regarding matters
relating to the governance of the Corporation; (b) to
assist the Board in coordinating the activities of the
Board’s other standing committees, including with respect
to the Corporation’s compliance programs, and to provide
additional oversight of those compliance programs; and
(c) to provide oversight of senior executive recruitment
and management development.
2. Membership. The Committee shall
consist of the Chairpersons of the Board’s Nominating
Committee, Compensation Committee and Audit Committee. Unless
otherwise determined by the Committee, the Chairperson of the
Nominating Committee shall serve as the Chairperson of the
Committee. Committee members shall serve until the earliest of
their resignation or their replacement or removal by the Board
as Chairpersons of the Nominating, Compensation or Audit
Committee, as the case may be.
1. Meetings. The Committee shall
determine the schedule and frequency of the Committee meetings,
provided that the Committee shall meet at least four times per
year, one of which meetings shall be held in advance of the
Board’s determination regarding proposals to be included in
the Proxy Statement for the Annual Meeting of Stockholders.
2. Agenda; Reports. The Committee shall
determine the agenda for its meetings. The Committee may invite
other Board members, members of management and others to attend
meetings and provide pertinent information and reports, as it
deems necessary. Nothing in this Charter shall be construed to
restrict the reliance by any member of the Committee, to the
full extent permitted by law, on information, opinions, reports
or statements presented to the Committee by any of the
Corporation’s officers or employees, or other committees of
the Board, or by any other person selected with reasonable care
by or on behalf of the Corporation or the Committee as to
matters the Committee member reasonably believes are within such
other person’s professional or expert competence.
3. Report to Board. The Committee shall
report its actions and recommendations to the Board at the next
Board meeting after each Committee meeting or, if so determined
by the Committee, by distribution to the members of the Board of
the minutes of a meeting, a unanimous written consent or other
relevant documents.
1. The Committee shall evaluate and make recommendations to
the Board regarding (a) the governance of the Corporation;
(b) Board procedures; and (c) related matters.
Recommendations may include possible changes to the
Corporation’s Certificate of Incorporation, By-laws, Board
committee charters and other relevant constitutive documents,
policy statements or similar materials.
2. The Committee shall evaluate and make recommendations to
the Board regarding any proposals for which a stockholder has
provided required notice that such stockholder intends to make
at the Annual Meeting of Stockholders, including recommendations
regarding the Board’s response and regarding whether to
include such proposal in the Corporation’s proxy statement.
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3. The Committee may, if it deems it appropriate to do so,
develop and present to the Board for its adoption a set of
“Corporate Governance Guidelines,” which shall set
forth guidelines in areas such as the function and operations of
the Board and its committees.
4. The Committee shall assess the adequacy of this Charter
on at least an annual basis and shall submit any proposed
amendments to this Charter that the Committee recommends be made
to the Board for its approval.
5. The Committee shall, to the full extent permitted by
applicable law and the listing standards of The NASDAQ Stock
Market applicable to the Corporation, be responsible for making
any required determinations regarding the independence of the
members of the Board.
6. The Committee shall assist the Board in coordinating the
activities of the Board’s other standing committees,
including with respect to the Corporation’s compliance
programs, and shall provide additional oversight of those
compliance programs and related matters.
7. The Committee shall provide oversight with respect to
matters relating to recruitment of senior executives of the
Corporation and development of management talent.
8. The Chairperson of the Committee shall coordinate with
the Chairperson of the Governance & Compliance
Committee of HLTH Corporation (the “HLTH Committee”)
on matters for which oversight is provided by both committees
and the Committee is authorized to hold joint meetings with the
HLTH Committee to the extent the Chairperson of the Committee
deems it to be appropriate.
The foregoing list is not intended to be exhaustive, and the
Committee shall, in addition, have such powers as may be
necessary or appropriate in furtherance of the objectives set
forth in this Charter or as may, from time to time, be delegated
by the Board. The adoption of this Charter and any amendments
hereto shall not be construed to reduce any power or authority
previously delegated to the Committee by the Board.
The Committee shall, to the full extent permitted by applicable
law and the listing standards of The NASDAQ Stock Market
applicable to the Corporation, have the power to delegate its
authority to subcommittees or individual members of the
Committee as it deems appropriate.
The Committee shall have the power to retain counsel or other
advisors, as it deems appropriate. The Committee shall have the
sole authority to retain and terminate such advisors or counsel
and to review and approve their fees and other retention terms
and shall have the authority to cause the payment of such fees
by the Corporation.
AMENDED AND
RESTATED
GOVERNANCE &
COMPLIANCE
COMMITTEE
CHARTER –
AS
AMENDED THROUGH
JULY 26, 2007
ANNEX D –
PAGE 2
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