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Title: |
Corporate Governance Plan |
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Date: |
2003 |
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Preview shows 7KB of 52KB total |
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Price: |
$42 |
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ID: |
#314125 |
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HCA CORPORATE GOVERNANCE PLAN
I. ADOPTION AND AMENDMENT
A. This Corporate Governance Plan shall be adopted by HCA Inc.
("HCA" or the "Company") pursuant to a stipulation of settlement
among all parties to the action captioned H. Carl McCall, etc.
v. Richard L. Scott, et al., No. 3-97-0838 (the "Action") and
upon approval thereof by the United States District Court for
the Middle District of Tennessee (the "Court").
B. This Corporate Governance Plan may be amended from time-to-time.
An amendment to this Corporate Governance Plan shall be
effective only upon satisfaction of the following procedure:
1. The proposed amendment must be recommended to the
Independent Directors, as defined in Section III.A.2.
below, by a vote of two-thirds of the members of the
Nominating and Corporate Governance Committee, as
defined in Section V.D.2. below;
2. Any proposed amendment must then be approved by a vote
of two-thirds of the Independent Directors;
3. For a period of five years from the date of approval by
the Court of the settlement of the Action, the Company
shall provide notice of any proposed amendment to this
Plan to counsel for the Lead Derivative Plaintiff, and
if such counsel objects to the proposed amendment within
ten business days, such amendment shall not be effective
unless approved by the Court.
II. CORPORATE CONTROL AND COMPLIANCE
A. There shall be a Senior Vice President of Internal Audit who
shall report to the Chief Executive Officer and to the
Chairperson of the Audit Committee. The Senior Vice President of
Internal Audit shall be responsible for examining and evaluating
the adequacy and effectiveness of the Company's internal control
procedures, shall have no other significant Company
responsibilities, and shall not have any Company
responsibilities incompatible with responsibility for the
Company's internal control procedures.
B. There shall be a Senior Vice President of Ethics, Compliance and
Corporate Responsibility who shall report to the Chief Executive
Officer and to the Chairperson of the Ethics and Compliance
Committee. The Senior Vice President of Ethics, Compliance and
Corporate Responsibility shall be responsible for
{PAGE}
developing and implementing the Company's Ethics and Corporate
Compliance Program.
C. There shall be at least an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee, and
an Ethics and Compliance Committee, each as described in Section
V.D. below.
III. COMPOSITION OF NOMINEES TO THE BOARD
A. Independence
1. The incumbent Board shall propose nominees to the Board
such that, should the Company's shareholders elect the
nominees proposed by the Board, a substantial majority
of the Board shall be independent, as defined below in
Section III.A.1.(b).
a. A "substantial majority" of the Board shall be
independent when at least two-thirds of the
Directors are "Independent Directors."
b. An "Independent Director" is a Director who:
(1) is not, or in the past five years has
not been, employed by the Company;
(2) does not, and in the past five years has
not had contracts with the Company
pursuant to which the Director himself
or herself directly performed personal
services for the Company; provided,
however, that nothing in this subsection
shall prohibit any current director from
being an Independent Director so long as
his or her income from personal services
contracts for the Company during the
past five years did not, or in the
future years does not, exceed $8,500 in
any one year;
(3) is not, and in the past five years has
not been, affiliated with or employed by
a present or former independent auditor
of the Company or an affiliate thereof;
(4) is not, and in the past five years has
not been, part of an interlocking
directorate in which an executive
officer of the Company serves on the
compensation committee of another
company that concurrently employs the
Director;
(5) is not a member of the immediate family
(i.e., spouse; parent; child; sibling;
father- or mother-in-law; son- or
daughter-in-law; brother- or
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