Governance Committee Charter

I. Purpose of Committee

 The Governance Committee (the “Committee") is a committee of the Corporation’s Board of Directors (“Board”) established to: (i) ensure that the Corporation’s Board, as well as individual Board members, has the skills and competencies necessary to perform at the highest level; (ii) support the Board in fulfilling its responsibility to identify persons for election as officers and directors at-large; and (iii) ensure the Board understands how governance, as related to the Environmental, Social, and Governance (ESG) organizational strategy, supports business outcomes that link to the Corporation’s organizational commitment to health equity, while also providing support and advice on the ESG organizational strategy.

II. Committee Membership

The Committee is chaired by the Secretary of the Board and the Committee shall have at least three (3) members at all times. All members of the Committee shall be voting members of the Board. Committee members serve one-year terms beginning January 1st and ending December 31st of that same year or until the new Committee is appointed by the Chair of the Board.

A sub-committee shall be appointed each year to manage the nominating responsibilities set forth below. Sub-committee membership, including the sub-committee chair, shall be determined by the Chair of the Governance Committee, in consultation with the Chair of the Board, and approved by the Board.

A sub-committee shall be appointed each year to carry out the Committee’s work around the ESG organizational strategy. Sub-committee membership shall be determined by the Committee Chair, in consultation with the Board Chair, and shall be approved by the Board.

Committee and sub-committee membership is restricted to Board members but as needed, external expert ad-hoc individuals may be invited to Committee meetings or workgroups. by the Chair of the Committee to assist with its work. Ad-hoc members are advisory only and are not considered voting Committee members.

III. Committee Authority and Responsibilities

A. Corporate Governance

The Committee will: 

1. Develop and implement a comprehensive Board development plan, which includes methods and tools for identifying, recruiting, orienting, training, educating and evaluating diverse, skilled and knowledgeable Board members;
2. With input from the Board, annually develop a list of selection criteria and competencies needed on the Board. Such criteria shall include the possession of knowledge, experience, skills, expertise, and diversity which enhance the Board’s ability to manage and direct the affairs and business of the Corporation, including the ability of committees to fulfill their duties;
3. Regularly review the Corporation’s Bylaws and recommend changes as needed to the Board; Gov charter
4. Oversee enterprise risk management related to assigned risk areas and submit a report to the Audit & Risk Committee each year;
5. Review and monitor compliance with Board policies assigned to the Committee’s purview.
6. Ensure the Board has adequate information in order to monitor compliance with Board policies and procedures and recommend changes to such procedures as needed to the Board;
7. Regularly review the Corporation’s Board committee structure, including responsibilities and composition, and recommend changes as needed to the Board;
8. At least every two years conduct a Board self-evaluation to measure the Board’s effectiveness and to identify areas for improvement and present the evaluation results and recommendations to the Board;
9. Operate under a charter and review annually for adequacy and recommend any necessary changes for approval by the Board; and
10. Accomplish additional tasks as charged by the Chair of the Board.

B. Nominating

The Committee will:

1. Review director candidates’ qualifications based on the selection criteria and competencies developed by the Committee;
2. Annually prepare a slate of individuals to be considered for election by the Board as officers and directors at-large;
3. Ensure Board composition embraces and exemplifies the principles and core value of diversity and inclusion; and
4. Upon the resignation or removal of an officer or director, recommend a candidate to fill the vacancy to the Board if required.

C. Environmental, Social, and Governance

The ESG sub-committee will:

1. Regularly review the Corporation’s progress towards the ESG organizational strategy, priorities, and goals established by the Board, Committee, or ESG sub-committee from time to time.
2. Periodically propose revisions to the Corporation’s ESG organizational strategy, in consultation with all appropriate stakeholders.
3. Provide periodic updates to the Committee and the Board on the Corporation’s progress towards its ESG operational strategy.
4. Take such other actions as may be directed by the Board or Committee, or that the sub- committee determines are appropriate to comply with the sub-committee’s mandate.

IV. Committee Meetings

The Committee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee members in a timely fashion.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Reports

The Committee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to the Committee membership and the Office of the General Counsel for proper filing. All committee reports, to the extent not confidential, will be posted on the ACS, Inc. Board Portal so all Board members have access to the reports.

VI. Committee Evaluation

At least every two years the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.