2003 Committee Charter : AMH
AmerUs Group Co.
Nominating and Corporate Governance Committee Charter
The purpose of the nominating and corporate governance committee (committee) of the board of directors
(board) of AmerUs Group Co. (Company) is to identify, evaluate and recommend individuals qualified to
be directors of the Company and to develop and recommend to the board corporate governance guidelines
for the Company.
The committee shall be comprised of three or more directors each of whom:
1. meets the independence requirements of the New York Stock Exchange (NYSE) and
2. qualifies as "independent" under the Securities and Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "Exchange Act"). Determinations as to whether
a particular director satisfies the requirements for membership on the committee shall be made by
The members of the committee shall be appointed by the board on the recommendation of the committee
and shall serve such terms as the board may determine, or until their earlier resignation, or removal by a
majority vote of the board.
The committee shall meet with such frequency and at such intervals as it shall determine is necessary to
carry out it duties and responsibilities, but in any case, not less than three times a year. The board shall
designate one member of the committee to serve as its chairman. The committee will meet at such times as
determined by its chairman or as requested by any two of its members. Notice of all meetings shall be
given. The chairman will preside, when present, at all meetings of the committee. The committee may
meet by telephone or videoconference and may take action by written consent.
Each member of the committee shall have one vote. One-third of the members, but not less than two, shall
constitute a quorum. The committee shall be authorized to take any permitted action only by the
affirmative vote of a majority of the committee members present at any meeting at which a quorum is
present, or by the unanimous written consent of all of the committee members.
The committee shall maintain copies of minutes of each meeting of the committee, and each written
consent to action taken without a meeting, reflecting the actions so authorized or taken by the committee.
The committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a
subcommittee of the committee.
Resources and Authority of the Committee
The committee shall have the resources and authority appropriate to discharge its duties and
responsibilities, including the sole authority to retain, terminate and approve the fees and other retention
terms of any search firm used to identify and evaluate director candidates. The committee shall also have
authority to obtain advice and assistance from any officer or employee of the Company.
Duties and Responsibilities
The following are the duties and responsibilities of the committee:
1. Evaluate periodically the desirability of and recommend to the board any changes in the size and
composition of the board or any committee thereof.
2. Identify individuals whom the committee believes are qualified to become board members in
accordance with the nominating criteria set forth below, and recommend that the board select such
nominee or nominees to stand for election at the next meeting of shareholders of the Company in
which directors will be elected.
3. In the event there is a vacancy on the board, identify individuals whom the committee believes are
qualified to become board members in accordance with the nominating criteria set forth below, and
recommend that the board select such nominee or nominees for appointment to the board.
4. Identify board members qualified to fill a vacancy on a committee of the board in accordance with
the nominating criteria set forth below, and recommend such nominee or nominees to the board for
appointment to such committee.
5. Review and evaluate all shareholder nominees for director in accordance with the nominating
criteria set forth below.
6. Develop and recommend to the board standards to be applied in making determinations on the
types of relationships that constitute material relationships between the Company and a director for
the purposes of determining director independence.
7. Evaluate the qualifications and performance of incumbent directors and determine whether to
recommend them for re-election to the board.
8. Review annually membership of board committees and recommend to the board any changes that
may be appropriate.
9. Develop and recommend to the board a set of corporate governance guidelines applicable to the
Company, taking into account provisions of the Exchange Act, the listing standards of the NYSE,
and any other source the committee deems appropriate.
10. Assist the chairman of the board with the development of meeting schedules and agendas for board
11. Initiate and oversee annually an evaluation of (i) the quality, sufficiency and currency of
information furnished by management to the directors in connection with board and committee
meetings and other activities of the directors. (ii) the board's effectiveness, (iii) the composition,
organization (including its committee structure, membership and leadership) and practices of the
board, (iv) tenure and other policies related to the directors' service on the board, and (v) corporate
governance matters generally including the corporate governance guidelines; and recommend
action to the board where appropriate.
12. Review the level and form of director compensation and recommend changes to the board for
consideration and approval.
13. Monitor the orientation and education needs of directors and recommend action to the board,
individual directors, and management where appropriate.
14. Review at least annually the charitable contributions policies and programs of the Company, and
periodically review donees for potential conflicts of interest, or the appearance thereof, with
directors of the Company.
15. Review and approve, prior to acceptance, the chief executive officer's service on any other public
16. Review periodically the Company's legislative affairs and political action committees activities.
17. Develop and recommend to the board stock ownership guidelines for directors and monitor
18. Conduct an annual performance evaluation to, at a minimum, (i) compare the performance of the
committee to the requirements of this charter and any other duties or responsibilities delegated to
the committee by the board and (ii) recommend to the board any improvements to this charter that
the committee deems to be necessary or appropriate, and report to the board the results of the
evaluation, which may take the form of an oral presentation by a member of the committee to the
19. Perform such other duties or responsibilities consistent with this charter expressly delegated to the
committee by the board.
20. Report regularly to the board on the activities of the committee.
In evaluating candidates for nomination to the board, the committee shall take into account the applicable
requirements for directors under the Exchange Act and the listing standards of the NYSE. The committee may
take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate,
including his or her knowledge, expertise, skills, integrity, diversity, judgment, business or other experience,
and reputation in the business community. The committee may (but is not required to) consider candidates
suggested by management or other members of the board.
In evaluating candidates for nomination to committees of the board, the committee shall take into account
the applicable requirements for members of committees of boards of directors under the Exchange Act and
the listing standards of the NYSE. The committee also shall take into consideration the factors and
requirements set forth in the charter of such committee, if any. The committee may take into consideration
such other factors or criteria that the committee deems appropriate in evaluating a candidate, including his
or her knowledge, expertise, skills and business or other experience relevant to the duties and
responsibilities of the committee.
Effective April 1, 2003