2003 Committee Charter : CVH

COVENTRY HEALTH CARE, INC.
NOMINATING/CORPORATE GOVERNANCE
COMMITTEE CHARTER
Purpose of the Nominating/Corporate Governance Committee
The Board of Directors has established the Nominating/Corporate Governance
Committee of the Board to (1) identify individuals qualified to become members of the
Board, (2) consider nominees made by shareholders in accordance with the Company's
bylaws, (3) select, or recommend to the Board, the directors nominees for the next annual
shareholders meeting, and (3) develop and recommend to the Board a set of corporate
governance principles applicable to the corporation.
Members of the Nominating/Corporate Governance Committee
The Committee must be comprised of at least three and no more than five members of the
Board. The Committee must be comprised solely of independent directors.
An independent director must not be an officer or employee of the Company or its
subsidiaries and must not have any relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of
a director and shall otherwise satisfy the applicable membership requirements set out in
the rules of the New York Stock Exchange.
No Committee member shall have an interest in the Company that would preclude his or
her ability to act on behalf of all the shareholders of the Company. The Committee
member shall receive the compensation paid to him or her in his or her capacity as a
member of the Board and as a member of the Committee, in each case as recommended
by the Compensation Committee and approved annually by the Board.
No Committee member may participate in any discussion with respect to, or vote on, any
matter in which he or she is not independent. If there is any basis for believing a
Committee member is not independent, the facts and circumstances should be reported to
the General Counsel and the Board, and the member should recuse himself or herself
until the Board, or a committee of independent directors, has determined that the
Committee member is independent.
The members of the Committee shall be nominated and elected by the Board. Each
member of the Committee shall serve until such member's successor is elected and
qualified or until such director's earlier resignation or removal. Any member may resign
his or her position as a member of the Committee upon notice given in writing or by
electronic transmission to the Board. A member may be removed from the Committee
upon the majority vote of the Board. If a Chair of the Committee is not appointed by the
Board, the members of the Committee may designate a Chair by majority vote of the full
Committee membership.
Responsibilities of the Nominating/Corporate Governance Committee
The responsibilities of a member of the Committee are in addition to those
responsibilities set out for a member of the Board. The General Counsel will prepare a
memorandum on a regular basis setting forth the standards applicable to the members of
the Committee under applicable laws and regulations.
In addition to the matters set forth herein, the Committee will perform such other
functions as required by law, the listing requirements of any stock exchange on which the
Company's securities are listed, the Company's Certificate of Incorporation or Bylaws,
and Board resolution.
The Committee is responsible to the Board for the following activities:
  • Establishing the criteria for selecting new members of the Board, which
    criteria shall include, among other factors that the Committee may deem
    appropriate, the person's experience as a director, current and past
    employment, and knowledge of the Company's business and industry;
  • Retaining and terminating search firms for the purpose of identifying director
    candidates;
  • Approving such search firm's fees and the terms of their engagement;
  • Actively seeking persons qualified to be members of the Board and
    nominating them to the Board;
  • Interviewing prospective candidates and recommending to the Board, the
    director nominees for the next shareholder meeting and nominees for any
    vacancies arising between shareholder meetings (subject to any contractual or
    other rights granted by the Company to third parties to nominate directors) ;
  • Recommending to the Board whether to increase the number of directors, or,
    in the event of the death, disability, resignation, refusal to stand for reelection
    or removal of a director, whether to decrease the number of directors;
  • Adopting and subsequently reviewing the Corporate Governance Guidelines
    of the Company and recommend appropriate changes to the Board;
  • Reviewing the composition of the Board and the Committee at least annually
    to ensure that the Board and the Committee complies with all applicable laws,
    regulations, and listing requirements;
  • Reviewing the skills, characteristics, and qualifications of the members of the
    Board and all committees at least annually;
  • Review the appropriateness of continued Board membership of a member who
    experiences a change in employment, board membership of another company,
    or other relevant matter; and
  • Preparing Board evaluation forms for all Board members and all committees
    and receiving, at least annually, comments from all members of the Board and
    report to the Board with an assessment of the Board's performance.
    Meetings
    The Committee shall meet at least on a quarterly basis and may from time to time require
    specially called meetings, as deemed necessary by the Chair of the Committee. The
    Chair of the Committee will preside at each meeting of the Committee and shall set the
    length of each meeting and the agenda of items to be addressed at each meeting.
    Subcommittees
    The Committee may, by resolution passed by a majority of the Committee, designate one
    or more subcommittees, each subcommittee to consist of one or more of the members of
    the Committee. The Committee may delegate such authority to a subcommittee as the
    Committee deems appropriate.
    Reporting
    The Committee shall maintain written minutes of all meetings and consent actions, which
    shall be recorded or filed with the books and records of the Company and made available
    to the Board. The Committee will make regular reports to the Board with respect to its
    activities. Reports of significant matters presented at meetings of the Committee will be
    given by the Chair of the Committee to the Board, as required by law, regulations, or
    applicable stock exchange listing requirements.
    Assistance from Others
    The Committee may engage external advisors and compensation consultants, to the
    extent determined appropriate by the Committee, to facilitate the performance of the
    functions of the Committee. All external advisors engaged by the Committee shall report
    directly to the members of the Committee. Specifically, the Committee shall have the
    sole authority to retain and terminate any consultant to be used to assist in the search and
    evaluation of potential directors and members of Board committees and shall have the
    sole authority to approve the consultant's fees and other retention terms. The Committee
    has the same authority to retain other experts to advise or assist it, including independent
    counsel or others. The Committee may also request reports from the Chief Executive
    Officer, the Chief Financial Officer, the Vice President of Human Resources or any other
    officer of the Company.
    Performance Evaluation
    Each year, the Committee shall review and assess the adequacy and appropriateness of
    this charter and the Committee's own performance. The results of such evaluation and
    any proposed changes shall be presented to the full Board.
    2333332.1