2003 Committee Charter : UNHUNITEDHEALTH GROUP BOARD OF DIRECTORS COMPLIANCE AND GOVERNMENT AFFAIRS COMMITTEE CHARTER (as amended, May 7, 2003) INTRODUCTION AND PURPOSE UnitedHealth Group (the "Company") is a publicly-held company and operates in a complex, dynamic, highly competitive, and regulated environment. The Company's business involves an environment that is highly regulated at both the federal and state level. To assist the Board of Directors (the "Board") in its responsibilities relating to reviewing the Company's operational compliance with applicable legal requirements and sound ethical standards, the Board has created a Compliance and Government Affairs Committee (the "Committee"). COMPOSITION The Committee shall be comprised of three or more directors, each of whom the Board has determined meets the independence requirements of the New York Stock Exchange ("NYSE") and the Securities and Exchanger Commission (the "SEC"). The members of the Committee are appointed by the Board at the annual organizational meeting of the Board and serve until their successors are duly appointed and qualified. 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. MEETINGS The Committee shall meet at least two times annually or more frequently as circumstances dictate. A majority of the Committee members currently holding office constitutes a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. RESPONSIBILITIES AND DUTIES The Committee shall undertake the following responsibilities and duties: Development of Guidelines and Procedures Oversee the development, issuance, distribution and review of appropriate ethics and legal compliance guidelines and procedures. Oversee the development and implementation of guidelines and procedures to ensure satisfactory relationships with the Company's principal regulatory authorities. Oversee the development and implementation of employee communication and training on ethics and compliance issues. Ensure Adequate Guidance, Reporting and Investigation Processes Monitor and review periodically the systems that management has established to implement the Company's ethics and compliance guidelines. Ensure that the Company maintains clear channels of communication, such as a written process and/or a toll-free telephone line, through which employees may seek advice on application of the Company's compliance guidelines and report potential compliance violations. Oversee and receive periodic reports regarding investigations of compliance violations reported to the Integrity and Compliance Administrator. Ensure that business units have processes in place for receiving and investigating reports of compliance violations, and advising the Committee of these reports.
Review with the Company's General Counsel legal compliance matters, including corporate securities trading policies. Review current/pending litigation or regulatory proceedings bearing on corporate governance in which the Company is a party. Monitor Compliance with Compliance Guidelines and Ethics Policies Ensure that appropriate internal and/or external audits and surveys are conducted to verify adherence to Company compliance guidelines and procedures, and oversee the administration of a certification program for Company employees to ensure that they receive, read, acknowledge, understand and agree to comply with the Company's compliance guidelines and ethical policies. Commission special audits as necessary to verify adherence to the Company's compliance guidelines and procedures. Review periodically with the independent outside auditor, the General Counsel or the Business Risk Management Group the results of monitoring of compliance with the Company's Principles of Integrity and Compliance. Review significant cases of employee conflict of interest and related-party transactions, misconduct, or fraud. Monitor audits/examinations by governmental or other regulatory agencies. Governance and Evaluation Guide the directors in the evaluation of corporate governance as and when appropriate. Develop and recommend to the Board a set of corporate governance principles applicable to the Company and review these principles at least annually. Report to the Board summarizing the Committee's actions and any significant issues considered by the Committee. Perform such other functions as assigned by law, the Company's Articles of Incorporation or Bylaws, or the Board. DELEGATION TO SUBCOMMITTEES The Committee may, in its discretion, form and delegate authority to subcommittees when appropriate. PERFORMANCE EVALUATION The Committee shall conduct an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The performance evaluation shall also include a review of the adequacy of this charter and shall recommend to the Board any revisions to this charter deemed necessary or desirable, although the Board shall have the sole authority to amend this charter. The performance evaluation shall be conducted in such manner as the Committee deems appropriate. 2