ETHICS, COMPLIANCE AND QUALITY OF CARE COMMITTEE CHARTER
The purpose of the Ethics, Compliance and Quality of Care Committee of the Board of Directors (the "Committee") of HCA Inc. (the "Company") is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the Company's compliance with applicable laws and regulations, the Company Code of Conduct, and related Company policies and procedures, including the Corporate Ethics and Compliance Program, and to review the Company's policies and procedures relating to the delivery of quality medical care to patients. The Committee shall maintain communication between the Board and the senior officer with management responsibility for the Company's Ethics and Compliance Department (the "Corporate Ethics and Compliance Officer") and the senior officer with management responsibility for the Corporate Quality Department (the "Corporate Medical Director"). The Committee shall review matters concerning or relating to Code of Conduct, the Corporate Ethics and Compliance Program, the Company's Corporate Integrity Agreement and compliance with the requirements of Federal health care programs. The Committee also has the responsibility to implement the applicable provisions relating to ethics and legal compliance matters set forth in the corporate governance plan approved as part of the settlement of certain litigation (the "Governance Plan"). The Committee shall also review matters concerning or relating to the quality of health care provided and patient safety. The Committee shall make regular reports to the Board of Directors and shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board.
Powers and Duties
The powers and duties of the Committee are as follows:
1. Review the annual plans for the Corporate Ethics and Compliance Program and the Corporate Quality Program.
2. Review the work of the Corporate Ethics and Compliance Officer and other appropriate Company departments to develop standards of conduct and policies and procedures to promote compliance with the Corporate Ethics and Compliance Program.
3. Review the policies and procedures developed by the Corporate Medical Director, the Corporate Quality Department, and other Company departments to promote quality patient care and patient safety.
4. Retain, or approve the recommendation of the Corporate Ethics and Compliance Officer for the retention of, a firm or firms to be employed as the Company's consultants (which shall include the independent review organization as defined by the Corporate Integrity Agreement) concerning regulatory or corporate compliance matters.
5. Review, in conjunction with the relevant Company departments, the Corporate Ethics and Compliance Officer and the Corporate Medical Director, the development of internal systems and controls to carry out the Company's standards, policies and procedures relating to ethics, legal compliance and quality of patient care.
6. Serve as a channel of communication between any regulatory and/or corporate compliance consultant and the Board, and between the Corporate Ethics and Compliance Officer and the Corporate Medical Director and the Board.
7. Review, as appropriate, information relating to the performance of the Quality and Ethics and Compliance Programs.
8. Review, together with the Audit Committee, any known significant disputes between management and the Company's internal or external auditors concerning matters of regulatory or corporate compliance, as well as management's responses to those disputes.
9. Consider, in consultation with the Company's external auditor, the Company's and/or the Board's regulatory and/or corporate compliance consultant, the Senior Vice President of Internal Audit, and the Corporate Ethics and Compliance Officer, the adequacy of the Company's internal regulatory or corporate compliance controls.
10. Take such other actions and perform such services as may be referred to it from time to time by the Board of Directors, including the conduct of special reviews or investigations as it may deem necessary or appropriate to fulfill its responsibilities.
The Committee shall meet at least four times annually and more frequently as necessary or appropriate. Special meetings of the Committee may be called on two hours notice by the Chairman of the Board or the Committee Chairman. A majority of the Committee shall constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members present at the meeting. The Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board.
Composition of the Committee
The Committee shall be comprised of not less than four Board members, all of whom shall be independent as defined in the Governance Plan.
Adopted July 22, 2004