2003 Committee Charter : WC

Wellchoice, Inc.

Public Policy Committee Charter

The primary responsibilities of the Public Policy Committee of WellChoice, Inc. are as follows:

To recommend Board action related to the discharge of the Board of Directors' responsibilities with respect to public policy issues;


To review and make recommendations concerning the Company's government and legislative programs and policies, public relations initiatives, and any charitable giving programs;


To perform an annual evaluation of the Committee itself; and


To undertake any other action deemed appropriate or necessary by the Board of Directors or applicable rules or regulations.
The Public Policy Committee has the power and right, subject to Board approval, to hire and rely on independent counsel and advisors. They shall establish procedures for a review of the competence of, and, where appropriate, absence of conflicts for, key advisors that it retains, or oversees.

Wellchoice, Inc.
Committee On Director Affairs
Charter

Purpose

The primary objective of the Committee on Director Affairs (the "Committee") is to assist the Board of Directors (the "Board") in discharging its responsibilities with respect to Board composition and corporate governance, by: (1) developing criteria for selecting qualified candidates for Directors, identifying individuals qualified to become Directors, and recommending candidates for nomination to the Board; (2) developing and periodically reviewing the corporate governance guidelines applicable to the Company; (3) performing regular evaluation of the Board's performance; and (4) performing all appropriate actions and evaluating all matters related to the foregoing.

Membership

The Committee shall be comprised of no fewer than two members, each of whom shall satisfy the independence requirements set forth in the Listing Rules of the New York Stock Exchange (the "NYSE"), and such other requirements as shall be provided in applicable rules or regulations, in the By-Laws or as the Board shall otherwise determine.

The Chairman of the Board shall serve as the Chairman of the Committee provided he or she is an independent Director. The members of the Committee and the Committee Chairman (if the Chairman of the Board is not qualified) shall be appointed, and may be replaced, by the Board. Ordinarily, changes in Committee composition and leadership shall be considered at the annual organizational meeting of the Board. However, the Board reserves the authority to make changes to Committee composition and leadership at any time. Committee members and the Chairman shall serve until they are replaced, they resign or their successors are duly elected and qualified.

Meetings

The Committee shall meet as often as may be deemed necessary or appropriate, generally at least four times annually. The Committee may ask members of management or others to attend meetings and to provide relevant information.

As part of its duties to evaluate board performance and oversee Director qualifications and committee appointments, the Committee shall meet at least once annually with the Board at large to report on its activities and separately with each of the Chairman of the Board (if other than the Committee Chairman), the non-management Directors in executive session and the Chief Executive Officer (if other than the Chairman) to discuss matters under its jurisdiction.

The Chairman of the Committee will convene and chair at least four times each year an executive session of the non-management members of the Board.

Key Responsibilities and Duties

The Committee shall be responsible for matters related to Director nomination and service on the Board, evaluation of Board performance, and associated issues of corporate governance. To fulfill its responsibilities, the Committee shall:

Develop and maintain appropriate criteria for selecting qualified Directors to the Board; periodically review with the Board the criteria and qualification requirements for Board memberships; ensure that such requirements comply with NYSE rules, requirements of the Blue Cross Blue Shield Association (the "BCBSA") and state and federal regulations; and periodically review individual Director qualifications against such criteria.


Recommend increases or decreases in Board size where warranted.


Prior to each annual meeting of stockholders, recommend to the Board the individuals to constitute the nominees of the Board, for whom the Board will solicit proxies. The Chairman of the Committee and the Chairman of the Board (if other than the Committee Chairman) shall jointly communicate an invitation to serve on the Board to a potential nominee, once approved by the Board.


At least 60 days prior to the annual meeting, forward to the Board a list of the Committee's recommended actions for Director nominations.


Determine annually the independence of Directors under standards set by the NYSE, the Company's Certificate of Incorporation and By-Laws, BCBSA standards and any other standards of the Board. Ensure that:


for a period of six years following the effective date of the Company's conversion into a for-profit entity pursuant to the plan of conversion approved by the New York State Superintendent of Insurance in the Opinion and Decision dated October 8, 2002 (the "Opinion and Decision"), at least 71% of the Directors will meet the independence definitions set forth in the proposed requirements of The New York Stock Exchange (the "NYSE"), as submitted to the Securities and Exchange Commission on August 16, 2002 (the "NYSE Proposal") or in accordance with such requirements as may be subsequently adopted;


following the sixth year anniversary of the conversion, at least a majority of the Directors shall meet the independence definitions set forth by the NYSE; and


at all times, at least 80% of the Directors on the Board shall be non-affiliated Directors, as such term is defined in the Certificate of Incorporation, as amended.


Develop and maintain the Board's Corporate Governance Guidelines in accordance with NYSE rules and any applicable regulations; periodically review and recommend revisions, as appropriate, to the Guidelines considering the needs of the Company and continually evolving "best practice" standards.


Review the Company's compliance with the requirements of the Voting Trust and Divestiture Agreement between the Company, the members of the Board of the Public Asset Fund and the Trustee under the agreement.


Evaluate annually the effectiveness of the Board and the Chairman of the Board. The Chairman of the Committee shall communicate the findings of the annual evaluations to the Board. When the Chairman of the Committee also serves as the Chairman of the Board (i.e., the Board Chairman is an independent Director), the Committee shall designate another committee member to perform this role.


After consultation with the Chairman of the Board and Chief Executive Officer and taking into consideration the preferences of individual Directors, recommend to the Board the membership, including the Chairman, of each standing Board committee.


In consultation with the Chairman of the Board and Chief Executive Officer, assure that Directors have access to necessary information in advance of Board meetings and that appropriate issues, including topics suggested by Directors, receive sufficient attention on the Board's agenda.


In conjunction with the Compensation Committee, undertake the annual evaluation of the Chief Executive Officer. The Chairmen of the two Committees shall communicate the Board's annual evaluation of the Chief Executive Officer to that individual.


Regularly review the development of senior management capability and succession with the Chief Executive Officer and report on same to the full Board.


Annually review Committee performance (including its effectiveness and compliance with the Charter) and the adequacy of this Charter, and recommend any proposed changes to the Board for approval.


Regularly report on Committee activities and findings to the Board.


The responsibilities and duties set forth above are meant to serve as a guide, with the understanding that the Committee may diverge from the specific duties enumerated as necessary or appropriate given the circumstances.

Committee Authority

The Committee shall undertake any other action or exercise such other powers, authority and responsibilities as necessary or appropriate to the discharge of the responsibilities and duties set forth in this Charter or Section 3.17 of the By-Laws, or otherwise required by the Listing Rules of the NYSE or other applicable laws, rules or regulations, or as shall otherwise be determined by the Board.

In discharging its responsibilities and duties, the Committee is empowered to investigate any matter brought to its attention that it determines to be within the scope of its authority with full access to all books, records, facilities and personnel of the Company. The Committee has the power to retain outside counsel, auditors, accountants or other consultants or experts for this purpose, or to advise the Committee, and shall receive funding from the Company to engage such advisors.

The Committee shall have the sole authority to retain (and terminate), set retention terms and approve the fees of, the outside auditor and any consultant or other advisor (including but not limited to legal counsel or accounting advisors) it seeks to provide such advice as the Committee shall deem necessary to the discharge of its responsibilities and duties.

The Committee may delegate authority to individuals or subcommittees when it deems appropriate. However, in delegating authority it shall not absolve itself from the responsibilities it bears under the terms of this Charter.