2003 Committee Charter : DGX
Quest Diagnostics Incorporated
Quality, Safety & Compliance Committee Charter
The primary purpose of the Committee is to provide general oversight of the Corporation's compliance with all legal and regulatory requirements (other than securities and accounting laws and regulations) and the implementation of the Corporation's Legal Compliance Plan. The Committee acknowledges that the Corporation's Audit & Finance Committee will continue to be primarily responsible for oversight of the Corporation's compliance with securities and accounting laws and regulations.
Members. The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three members. The members of the Committee shall be appointed annually by the Board upon the recommendation of the Governance Committee.
Qualifications. Each member of the Committee shall meet all applicable independence and other requirements of law and the New York Stock Exchange.
Chair. The Chair of the Committee shall be appointed by the Board upon recommendation of the Governance Committee.
Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board upon the recommendation of the Governance Committee. In addition, membership on the Committee shall automatically end at such time as the Board determines that a member ceases to meet the independence and other requirements of law and the New York Stock Exchange.
Meetings. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings. At all meetings of the Committee, the presence of a majority of the members of the Committee shall be necessary and sufficient to constitute a quorum for the transaction of business. Except when otherwise required by statute, the vote of a majority of the members of the Committee present and acting at a meeting at which a quorum is present shall be the act of the Committee. In the absence of a quorum, a majority of the members of the Committee present may adjourn the meeting from time to time, until a quorum shall be present. The Committee may also act by unanimous written consent of all the members.
Agenda. The Chair of the Committee shall develop and set the Committee's agenda, in consultation with management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee in advance of each meeting.
Report to Board. At each regular meeting of the Board, the Committee shall report to the Board on any meetings held or actions taken by the Committee since the last regular meeting of the Board with such recommendations as the Committee shall deem appropriate.
Self-Evaluation; Assessment of Charter. The Committee shall conduct an annual self-evaluation of its performance and shall report to the Board the results of the self-evaluation. The Committee shall assess the adequacy of this Charter periodically (not less than annually) and recommend any changes to the Board.
Authority and Duties
In furtherance of its purpose, the Committee shall:
Advise the Board on the adequacy of and implementation status of the Corporation's Legal Compliance Plan and related programs.
Recommend to the Board enhancements and amendments to the Corporation's Legal Compliance Plan.
Advise the Board on the adequacy and effectiveness of policies and programs to ensure the Corporation's compliance with all laws and regulations applicable to its business, including without limitation in the areas of billing compliance, environmental health and safety, equal opportunity employment practices, fraud and abuse and medical quality assurance.
Monitor and report to the Board the status of significant external and internal investigations of the Corporation's business as they relate to possible violations of law by the Corporation or its directors, officers, employees or agents.
Monitor and report to the Board the status of significant legislative, regulatory and legal developments that may affect the business of the Corporation.
Monitor and report to the Board the Corporation's implementation of actions in response to legislative, regulatory and legal developments affecting the business of the Corporation.
Advise the Board on the adequacy of and implementation status of the Corporation's Quality and Safety programs and recommend to the Board enhancements and amendments to such programs.
Clarification of the Committee's Role
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee, as it deems appropriate in accordance with applicable laws and regulations and the requirements of the New York Stock Exchange.
The Committee's responsibility is one of oversight. It is the responsibility of the Company's management to conduct its business in accordance with applicable laws and regulations. Each member of the Committee shall be entitled to rely, to the fullest extent permitted by law, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information, and the accuracy of the information provided to the Committee by such persons or organizations.
The Committee shall have the power to retain counsel, accountants or other advisors as and on such terms as the Committee considers appropriate in carrying out its duties. However, the Committee shall not engage the Company's independent auditors to perform any services without approval of the Audit and Finance Committee. The Committee shall receive appropriate funding, as determined by the Committee, from the Company to pay any such counsel, auditors or other advisors.
William F. Buehler
Gail R. Wilensky
John B. Ziegler