2004 Committee Charter : CNC
Charter of the Nominating and Governance Committee
The Nominating and Governance Committee (the "Committee") is appointed by the Board of
Directors of Centene Corporation (the "Board) to:
the Board the director nominees for the next annual meeting of shareholders;
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:
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.
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
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.
with an assessment of the Board's performance, to be discussed with the full Board following
the end of each fiscal year.
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
which shall include transitional Board leadership in the event of an unplanned vacancy.
responsibilities. The Committee shall keep such records of its meetings as it shall deem
recommend any proposed changes to the Board for approval. The Committee shall annually
review its own performance.