2004 Committee Charter : CNC

CENTENE CORPORATION
Charter of the Nominating and Governance Committee
1. Purpose
The Nominating and Governance Committee (the "Committee") is appointed by the Board of
Directors of Centene Corporation (the "Board) to:
  • assist the Board by identifying individuals qualified to become directors, and to recommend to
    the Board the director nominees for the next annual meeting of shareholders;
  • recommend to the Board the Corporate Governance Guidelines applicable to the Company;
  • lead the Board in its annual review of the Board's performance; and
  • recommend to the Board nominees for each Board committee.
    2. Committee Membership
    The Committee shall consist of such number of directors as the Board shall from time to time
    determine, but in no event, shall it consist of less than 2 members. Except as otherwise permitted by the
    applicable rules of the New York Stock Exchange, each member of the Committee shall be "independent"
    as defined by such rules.
    The compensation of the Committee members shall be as determined by the Board.
    The members of the Committee shall be appointed and replaced by the Board, with or without cause.
    3. Committee Authority and Responsibilities
    The Committee shall have the following authority and responsibilities, together with any additional
    authority or responsibilities delegated to the Committee by the Board from time to time:
  • The Committee shall have the sole authority to retain and terminate any search firm to be used
    to identify director candidates and shall have sole authority to approve the search firm's fees
    and other retention terms. The Committee is empowered, without further action by the Board,
    to cause the Company to pay the compensation of any search firm engaged by the Committee.
    The Committee shall also have authority to obtain advice and assistance from internal or
    external legal, accounting or other advisors.
  • Except where the Company is legally required by contract or otherwise to provide third parties
    with the ability to nominate directors, the Committee shall be responsible for (i) identifying
    individuals qualified to become Board members and (ii) recommending to the Board nominees
    for election as directors at the annual meeting of stockholders and the persons to be elected by
    the Board to fill any vacancies on the Board. The Committee shall consider candidates
    proposed by stockholders. The Committee shall review and evaluate information available to
    it regarding candidates proposed by stockholders and shall apply the same criteria, and shall
    follow substantially the same process in considering them, as it does in considering other
    candidates.
  • The Board's criteria for selecting directors are as set forth in the Company's Corporate
    Governance Guidelines. The Board is responsible for approving such criteria. The Committee
    shall use such criteria and the principles set forth in such Guidelines to guide its director
    selection process. The Committee shall be responsible for reviewing with the Board, on an
    annual basis, the requisite skills and criteria for new Board members as well as the composition
    of the Board as a whole. The Committee may adopt, and periodically review and revise as it
    deems appropriate, procedures regarding director candidates proposed by stockholders.
  • The Committee shall receive comments from all directors and report annually to the Board
    with an assessment of the Board's performance, to be discussed with the full Board following
    the end of each fiscal year.
  • The Committee shall develop and recommend to the Board a set of Corporate Governance
    Guidelines applicable to the Company. The Committee shall, at least annually, review and
    reassess the adequacy of the Guidelines and recommend any proposed changes to the Board for
    approval.
  • The Committee shall oversee an annual report review by the Board on succession planning,
    which shall include transitional Board leadership in the event of an unplanned vacancy.
  • The Committee shall meet as often as it deems necessary in order to perform its
    responsibilities. The Committee shall keep such records of its meetings as it shall deem
    appropriate.
  • The Committee may form and delegate authority to subcommittees when appropriate.
  • The Committee shall make regular reports to the Board.
  • The Committee shall review and reassess the adequacy of this Charter annually and
    recommend any proposed changes to the Board for approval. The Committee shall annually
    review its own performance.