Strong and effective governance practices are essential to UnitedHealth Group’s long-term value creation. Our board has enhanced governance policies over time to align with best practices, drive sustained shareholder value and be responsive to the interests of our shareholders.
To strengthen our governance, the Board of Directors’ Nominating and Corporate Governance Committee reviews corporate governance practices at least annually and recommends modifications to the board for approval.
We believe an effective board consists of a diverse group of individuals who bring a variety of complementary skills and a range of personal and business experience to their positions. The collective experience of our directors covers a wide range of geographies and industries including health care and clinical practice, insurance, consumer products, technology, capital markets and financial services, and roles in academia, corporate governance, government and business leadership. Our directors may serve on no more than three other public company boards and our CEO may serve on no more than one other public company board.
We also strive to maintain a balance of tenure on the board. Since January 2017, six new directors have been appointed and five directors have retired. Independent board leadership is another important component of our governance structure. We separate the positions of CEO and chair, and our bylaws require the company to have either an independent chair of the board or a lead independent director.
We value and respect the rights of our shareholders and have implemented strong shareholder practices. Our directors are elected annually by a majority vote of our shareholders. UnitedHealth Group does not have a dual class share structure and we have no supermajority shareholder approval provisions, as each share of common stock is entitled to one vote.
We do not have a shareholder rights plan, commonly referred to as a ‘‘poison pill.’’ Shareholders have the right to call a special meeting and to act by written consent. Our bylaws also contain proxy access with standard market provisions.
UnitedHealth Group has a long-standing commitment to sustainability. The Public Policy Strategies and Responsibility Committee oversees UnitedHealth Group’s public policy, health care reform and modernization activities, political contributions, and sustainability and social responsibility initiatives. The executive vice president of Corporate Affairs has management responsibility for these activities and engages external stakeholders on ESG initiatives.