Executive Committee Charter Vers. 2. Rev.2 04182003.doc 1
2003 Committee Charter : ATH
Purpose of Committee
The purpose of the Executive Committee (the "Committee") of the Board of Directors
(the "Board") of Anthem, Inc. (the "Company") is assist the Board in discharging its
responsibilities at any times other than during regular or special meetings of the Board.
The Committee shall consist of three or more members of the Board. Members shall be
appointed by the Board and shall serve at the pleasure of the Board and for such term as
the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet in person or telephonically at least once a year at a time and place
as determined by the Committee chairperson, with further meetings to occur, or actions to
be taken by unanimous written consent, when deemed necessary or desirable by the
Committee or its chairperson.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. To exercise the authority of the full Board, subject to the restrictions of
Section 2.13 of the By-laws of the Company;
2. To prepare for the Board a performance evaluation of the Chief Executive
Officer ( the "CEO") and review the evaluation with the CEO;
3. To prepare for the Board an employment agreement for the CEO of the
4. To review and prepare for the Board the results of an annual survey of the
Executive Committee Charter Vers. 2. Rev.2 04182003.doc 2
5. To review and prepare for the Board an emergency and long-term succession
plan for the CEO and executive officers of the Company;
6. To prepare and issue the evaluation required under "Performance Evaluation"
7. To regularly report on its activities to the Board; and
8. To perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.
The Committee shall produce and provide to the Board an annual performance evaluation
of the Committee, which evaluation shall compare the performance of the Committee
with the requirements of this Charter. The performance evaluation shall also recommend
any improvements to the Committee's Charter deemed necessary or desirable by the
Committee. The performance evaluation by the Committee shall be conducted in such
manner as the Committee deems appropriate.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties
and responsibilities, including the authority to select, retain, terminate, and approve the
fees and other retention terms of special counsel or other experts or consultants, as it
deems appropriate, without seeking approval of the Board or management.