Nominating, Governance & Public Policy Committee Members:
§ William B. Neaves, Ph.D., Chairperson
Nominating, Governance & Public Policy Committee Charter:
The Nominating, Governance & Public Policy Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to provide assistance to the Board, the Chairman and the CEO of Cerner Corporation (the “Corporation”) in the areas of: (i) Board membership nomination, committee membership recommendations and rotation practices, (ii) evaluation of the overall effectiveness of the Board and review and consideration of developments in corporate governance practices, and, (iii) current and emerging political, corporate citizenship and public policy issues that may affect the business operations, performance or public image of the Corporation. The Committee’s goal is to assure that the composition, practices and operation of the Board contribute to value creation and effective representation of the Corporation’s shareholders and to foster Cerner’s commitment to operate its business worldwide in a manner consistent with the rapidly changing demands of society.
The Committee shall be comprised of two (2) or more directors as determined by the Board, each of whom shall be independent directors as defined by the NASDAQ Stock Market. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee shall meet as often as may be deemed necessary or appropriate, with a target of at least two (2) meetings annually. The Committee may invite to its meetings any director, officer of the Corporation or such other person as it deems appropriate in order to assist it in performing its responsibilities.
The responsibilities of the Committee in the areas of nominating, corporate governance and public policy shall be to:
1. Develop a Board which is diverse in nature and provides management with experienced and seasoned advisors in fields related to current or future business directions of the Corporation;
Make recommendations to the Board regarding all nominees for
Board membership, whether for the slate of director nominees to be proposed by
the Board to the shareholders or any director nominees to be appointed by the
Board to fill interim director vacancies;
In considering possible candidates for election as a director, the Committee should be guided by the following principles: (a) each director should be an individual of the highest character and integrity; (b) each director should have substantial experience which is of particular relevance to the Corporation; (c) each director should have sufficient time available to devote to the affairs of the Corporation; and (d) each director should represent the best interests of the shareholders as a whole rather than special interest groups.
3. Review director candidates submitted by shareholders;
4. Conduct the appropriate and necessary inquiries into the backgrounds, qualifications and independence of possible candidates;
5. Review periodically the membership of each committee of the Board and recommend committee assignments to the Board, including rotation, reassignment or removal of any committee member; and
6. Determine, acting through the Chairman and the CEO, the effect of a change in the reputation of character and integrity, interests, or employment status of a director and, if necessary or appropriate, request the Board to consider and accept the resignation of a director.
B. Corporate Governance
1. Regularly review issues and developments related to corporate governance trends and issues and formulate and recommend governance standards to the Board;
2. Adopt and review periodically the qualifications/criteria for the nomination of directors and selection of committee members;
3. Review and make recommendations to the Board regarding the Corporation's responses to shareholder proposals;
4. Make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each Board committee;
5. Annually review and oversee Board and Board committee evaluation process and evaluate and recommend any revisions to Board and committee meeting policies and logistics;
6. Consider and recommend changes in the size of the Board;
7. Review on an annual basis director compensation and benefits;
8. Oversee and review on a periodic basis the orientation program for new directors and the continuing education program for existing directors; and
9. Retain and/or terminate outside advisors, including any search firm to be used to assist the Committee in identifying director candidates, and approve such advisors' or search firm's fees and other retention terms.
C. Public Policy
1. Periodically (or as circumstances warrant) review with management strategic issues relating to current and emerging political, corporate citizenship and public policy issues that may affect the business operations, performance or public image of the Corporation, such as: government relations (including political activity and contributions), equal employment and diversity, corporate social responsibility and philanthropic activities (including charitable contributions); and
Review with management the Corporation’s policies, practices and
programs with respect to public issues of importance to shareholders, the
associates of the Corporation and the general public, to the extent those
matters are not the responsibility of other committees of the Board.
The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine. The Committee shall report regularly to the Board regarding its actions and deliberations. The Committee has the power to retain outside counsel or other consultants or experts to assist or advise the Committee and shall receive funding from the Corporation to engage such advisors.
To the extent permitted by the Corporation's bylaws, applicable law and the rules of the NASDAQ Stock Market, as amended from time to time, the Committee may delegate authority to individual Committee members or such subcommittees as the Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate.
The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.