2003 Committee Charter : WC
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;
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.
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.
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.
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.