GEISINGER HEALTH SYSTEM FOUNDATION AD HOC BYLAWS REVIEW COMMITTEE FOR PROFIT NON-HEALTHCARE

Transcription

1 1. What is the size of the Board of Not less than 9 and not more than 20 members. At least 10. Board believes 13 to 18 is an appropriate size. 10 must be independent. Not less than 5 and not more than 14. Board believes 9 to 14 members is an appropriate size. The Board periodically evaluates whether a larger or small slate of directors would be preferable. No fewer than 10, no more than 19. Normally, Board is members with 2 to 3 employee directors and 9 to 10 nonemployee directors. Not less than 5 no more than 9. The exact number of directors shall be 8 until changed within the limits specified by a bylaw amendment. 2. What are the Standing Committees and their functions and fiduciary responsibilities? Executive Audit Finance Investment Audit Audit Executive Audit Finance Audit & Finance Medical Affairs Management & Comp Nominating Resource Development (i.e fundraising) Management Develop. & Comp Nominating & Corp. Governance Compensation Governance & Nominating Compensation Board of Affairs Public Issues & Contributions Compensation Nominating & Corp. Governance Geisinger Ventures CMCHS Transaction Compliance HSHS Transaction Compliance Other committees can be authorized by BOD Each committee has delegated authority as described in Committee Charters with reports to full Board. Each committee has delegated authority per charters. Each committee has delegated authority per charters. Regulatory & Public Policy Each committee has delegated authority per charters. Each committee has delegated authority per charters. Governance & Public Affairs Risk Science & Technology 1

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3 3. Does the Parent operate as a holding company or operating company? Holding Holding Holding Holding Holding 4. Are there term limits for Yes as stated in 3.09 and 3.10 herein, the Directors may serve four (4) consecutive, four (4)-year terms, with a maximum continuous service length of four (4) full terms. Eligible to return to serve up to an additional four (4) terms following a one (1)-year absence from the Board. Directors elected/re-elected annually. Directors elected/re-elected annually. Directors elected/re-elected annually. 5. Is there an age limit for No age restriction. Previously, Geisinger did have an age limit of 70, but that was eliminated from 3.07 in Yes age 75. Directors will not be nominated for election to the Board after their 75 th birthday, unless exception under special circumstances. Board believes 75 is an appropriate retirement age for directors. Directors generally will not be nominated for re-election at any annual shareholder meeting following their 75 th birthday. Yes. Mandatory retirement at age 72 unless Board approves exception. Yes. A Director may not stand for re-election after age 75, but ned not resign until the end of his/her term. 6. What are the qualifications for Director appointments? 3.04 Any natural person, whether or not a resident of PA and requires a leadership role in community, business world, and/or profession. Nominating Comm Charter identifies the criteria sought in Diverse Board representing a range of experience at policy-making levels in business, government, education and technology, and in areas relevant to the Company s global activities w/personal characteristics such as integrity Governance & Nominating Committee works with Board annually to determine the appropriate characteristics, skills, and experience for the Board as a whole. Objective is to have a diverse Board with backgrounds and experience in business, government, education and public service with personal Board maintains separate guidelines describing qualifications. Board Affairs Committee reviews annually. Nominating & Corporate Governance Committee is responsible for reviewing qualifications. 3

4 candidates. characteristics such as integrity, high personal and professional ethics. 4

5 7. Are members of management (the CEO or others) permitted to be voting Yes. By virtue of title, the CEO is an ex officio voting member of all GHS Boards and their standing committees. CEO serves as Chairman of the Board. However voting rights are not mentioned. CEO & Management voting rights are not specifically addressed in bylaws. The Board intends that a majority of the Board will be independent, except during periods of temporary vacancies. Chairman & CEO serves as Chairman of the Board. However, bylaws do not mention voting rights of management. Chairman & CEO shall preside at meetings of shareholders and, in the absence of the Chairman of the Board of Directors and a Lead Director or if there be no Chairman of the Board of Directors or Lead Director, at all meetings of Directors. Does not mention voting. 8. Are management Directors (like the CEO) voting members of any, all or only specific committees? Yes. By virtue of title, the President and CEO is a voting member exofficio of all Standing Committees. No mention of voting rights of management directors in bylaws. The Audit, Compensation, Governance and Nominating, and Regulatory and Public Policy committees consist solely of independent directors. The Board is responsible for the appointment of committee members and committee chairs according to criteria that it determines to be in the best interest of the Company and its shareholders. 9. Can non Directors be added as ad hoc voting members to Standing Committees? Yes. Non-Directors shall have voting privileges and shall possess the expertise required to guide the Standing Committees in fulfilling their respective purposes and functions, as long as the majority of any Standing Committee s membership consists of Directors. The Audit, Compensation, Governance and Nominating, and Regulatory and Public Policy committees consist solely of independent directors. The Board is responsible for the appointment of committee members and committee chairs according to criteria that it determines to be in the best interest of the Company and its shareholders. Board will appoint from among its members. Board of Affairs, Audit and Compensation Committees consist solely of independent Directors. With the exception of Executive and Finance Committees where Chairman of Board will also be Chair, the Board Affairs Committee will recommend committee Chairs to full Board. There are non-employee director executive sessions normally held after each full Board meeting. 5

6 10. Are there minimum attendance requirements for Directors must devote sufficient time in carrying out their duties. There are restrictions for service on other boards: Directors who also serve as CEOs or in equivalent positions shall not serve on more than 2 boards of public companies in addition to GE Board. When a director s principal occupation or job responsibilities change significantly during his/her tenure as a Director, that director shall tender his/her resignation for consideration by the Governance & Public Affairs Committee. Directors are expected to attend meetings, except if unusual circumstances make attendance impractical. Expected that each Director will make every effort to attend annual meeting of Shareholders. Yes. Directors are expected to prepare for, attend and participate in all Board and applicable committee meetings, and to spend the time needed to meet as often as necessary to discharge their obligations properly. A director who also serves as the CEO of the Corporation should not serve on more than 2 boards of other public companies in addition to the Corporation s Board. Directors other than the CEO of the Corporation should not serve on more than 4 boards of other public companies in addition to the Corporation s Board. All Directors are expected to attend the Corporation s annual meeting of the shareholders. 11. Is there a formal process for removal of No formal process for Foundation Directors. Foundation bylaws do not specify the basis or process for removal of Directors, other than to state the CEO, Chair and committee members may be removed with or without cause ( 3.07, 4.08 & 5.05). In the case of the HSHS Designee to the GHSF Board, that individual may not be removed except in accordance with Yes. By affirmative vote of a majority of the outstanding shares entitled to vote. 6

7 provisions of the Definitive Agreement ( 5.05). 12. What are the qualifications for Committee appointments? Not mentioned in Bylaws. All members of committees must be independent directors, with the exception of Science & Technology. The Audit, Compensation, Governance and Nominating, and Regulatory and Public Policy committees consist solely of independent directors. Audit, Compensation, Board Affairs & Public Issues and Contributions Committees must be independent directors. Finance Committee should be suitably knowledgeable in matters pertaining to corporate finance. All members of the standing committees must be independent directors. Members of Committees shall meet other criteria as set forth in the respective charters. At least one member of the Compensation Committee will not serve simultaneously on the Audit and Finance Committee. 13. Where available, do the committee charters provide any insight that could improve the efficiency and effectiveness of our committees? Audit Committee meets in conjunction of the full Board so all Directors may participate in the review of the annual financial statements and management s discussion and analysis of financial condition and results of operations. (Discuss intent of question and possible rephrasing) 14. Do committees have the ability to hire and oversee their own independent consultants? Not mentioned in Bylaws or Charters except Audit Comm. In addition, Management & Comp. Comm. Does directly retain the compensation consultant and legal counsel to opine on Yes. Yes. The Governance & Nominating Committee retains such firms. Yes. Yes. 7

8 CEO compensation and benefits. 15. Is there a mechanism for creating classes of Directors with overlapping terms of office? Yes. The Directors shall be divided into four (4) classes of approximately equal number. The seats of one (1) class of Directors shall be up for election each year on a rotating basis. \\geisinger.edu\dfs\0004\0038\38001\legal services_pub\bod\governance review committees 2015\bylaws review committee\governance committee bylaws review - forprofit non health care revd.docx 8