2003 Committee Charter : ATH

Governance Committee Charter Vers. 2. Rev. 1 04172003.doc 1
GOVERNANCE COMMITTEE
CHARTER
Purpose of Committee
The purpose of the Governance Committee (the "Committee") of the Board of Directors
(the "Board") of Anthem, Inc. (the "Company") is to assist the Board in discharging its
responsibilities relating to Board composition and corporate governance by (i) identifying
and recommending individuals to the Board for nomination as members of the Board and
(ii) developing and recommending to the Board a set of corporate governance principles
applicable to the Company.
Committee Membership
The Committee shall consist of three or more members of the Board, each of whom the
Board has determined has no material relationship with the Company and each of whom
is otherwise "independent" under the rules of the New York Stock Exchange (the
"NYSE"). 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 twice a year at a time and place
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 make recommendations to the Board from time to time as to changes that
the Committee believes to be desirable as to the size of the Board;
2. To identify individuals believed to be qualified to become Board members,
and to recommend to the Board the nominees to stand for election as directors
at the annual meeting of shareholders or, if applicable, at a special meeting of
shareholders. In the case of a vacancy in the office of a director (including a
vacancy created by an increase in the size of the Board), the Committee shall
recommend to the Board an individual to fill such vacancy either through
appointment by the Board or through election by shareholders. In nominating
candidates, the Committee shall take into consideration such factors as it
Governance Committee Charter Vers. 2. Rev. 1 04172003.doc 2
deems appropriate. These factors may include judgment, skill, diversity,
knowledge of the health benefits industry, experience with businesses and
other organizations of comparable size, conformity with any requirements of
the Blue Cross and Blue Shield Association, the interplay of the candidate's
experience with the experience of other Board members, and the extent to
which the candidate would be a desirable addition to the Board and any
committees of the Board. The Committee may consider candidates proposed
by management, but is not required to do so;
3. To develop and recommend to the Board standards to be applied in making
determinations as to the absence of material relationship between the
Company and a director and qualification as independent under the rules of
the NYSE;
4. In the case of a director nominee to fill a Board vacancy created by an
increase in the size of the Board, to make a recommendation to the Board as to
the class of directors in which the individual should serve;
5. To establish procedures for the Committee to exercise oversight of the
performance evaluation of the Board;
6. To develop and recommend to the Board a set of corporate governance
guidelines applicable to the Company and to review those guidelines at least
once a year;
7. To oversee the design and implementation of director training and
development programs;
8. To prepare and issue the evaluation required under "Performance Evaluation"
below;
9. To regularly report on its activities to the Board; and
10. To perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time.
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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.
Performance Evaluation
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. With respect
to consultants or search firms used to identify director candidates, this authority shall be
vested solely in the Committee.