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Learn about the Governance Committee Charter the Blue KC Board of Directors has approved.

 Blue Cross and Blue Shield of Kansas City (Blue KC)
Governance Committee Charter
Approved by the Board on March 28, 2003
Amended by the Board on May 12, 2004
Reaffirmed by the Board on May 18, 2005
Reaffirmed by the Board May 17, 2006
Amended by the Board on May 16, 2007
Amended by the Board on May 13, 2009

Purpose
The purpose of the Governance Committee is to assist the Board of Directors (the “Board”) in discharging its duties with respect to Board composition and corporate governance, by:

1. Developing the criteria, skill sets, and selection processes required for board membership and officers of the board.
2. Recommending membership to the Board, considering the skills and attributes of the candidate, needs of the Board, value of broad diversity and the geographic representation of Blue KC membership.
3. Establishing programs, processes and procedures to develop the Board to carry out their fiduciary responsibilities to the corporation and to Blue KC members.
4. Developing, recommending to the Board and periodically reviewing corporate governance guidelines applicable to Blue KC.
5. Conducting regular evaluation of the Board's performance.

Authority
The Governance Committee derives its authority from the Bylaws of the Corporation and the Board of Directors as a whole.  In discharging its duties, the Governance Committee shall have sole authority to retain and terminate:  (1) Any search firm or consultant engaged to identify Director candidates; or (2) Any other advisors (including legal counsel or accountants) as the Committee deems necessary to discharge its duties and responsibilities.  The Committee shall have sole authority to approve related fees and retention terms.

Composition
The Governance Committee shall be composed of a minimum of three (3) members (but no maximum) each of whom shall serve staggered terms consisting of one-year, two-year, or three-year terms.  All  members of the Governance Committee must be independent, as defined by the Board in the Blue KC Corporate Governance Guidelines.  Members of the Governance Committee shall be elected by the Board of Directors at the next regular or special meeting following the Annual Meeting.  Such election shall take place by nominations from the floor.  Members of the Governance Committee may be reelected to one (1) full additional term following their initial term.

Meetings
The Committee will meet with the frequency and timing necessary to fulfill its duties prior to the annual meeting for selection and as needed throughout the year for board development.  All Committee members are expected to attend each meeting, in person.  Occasional participation via tele- or video-conference is permitted; however, in person attendance is preferred.  Minutes will be prepared for approval.

Responsibilities
The Governance Committee will carry out the following responsibilities:

1. Development of criteria, skill sets and selection process required for Board membership.
2. Recommend programs for education and development of the board.
3. Recommend candidates for election to the Board of Directors.
4. Consider the recommendation of board members with expiring terms for re-election.
5. Recommend candidates for election to fill unexpired terms.
6. Recommend nominees for the slate of board officers.
7. Recommend nominee for Chairman of the Audit Committee and Chairman of the Investment Committee.
   
8. Annual review of board attendance records.
9. Oversight of the annual board assessment process.
10. Annual review of the Board Charter and recommend any proposed changes to the Board for approval.
11. Develop and maintain the Blue KC Corporate Governance Guidelines; periodically review and recommend revisions; and, review from time to time "best governance practices" relative to industry standards.
12. Obtain input from management relative to business needs of the corporation.
13. Determine annually, the independence of each Director and confirm that at least a majority of the Board are independent directors as defined in the Blue KC Code of Corporate Governance.
14. Conduct an annual performance evaluation of the committee (including its effectiveness and compliance with this charter).
15. Review the Board Committee structure and recommend any proposed changes to the Board for approval.

Reporting Responsibilities

1. This committee will regularly report to the Board of Directors about Committee activities, issues, and related recommendations.
2. Provide an open avenue of communication from Committee to Board and Board to management.
3. Review any other reports the Board or the company issues that relate to this Committee's responsibilities.