CHARTER FOR THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF
DIRECTORS OF KINDRED HEALTHCARE, INC.
Mission Statement
The Nominating and Governance Committee (the “Committee”) is appointed by the Board of Directors: (1) to assist the Board by identifying individuals qualified to become Board members, and to approve the Director nominees for the next annual meeting of shareholders and nominees to fill vacancies on the Board; (2) to recommend to the Board Director nominees and chairperson(s) for each committee; (3) to lead the Board in its annual review of the performance of the Board and senior management; and (4) to recommend to the Board the Corporate Governance Guidelines applicable to the Company.
Committee Membership and Organization
The Nominating and Governance Committee shall consist of no fewer than two members. Each member of the Committee shall meet the independence and any other requirements under applicable laws and regulations and the rules of the New York Stock Exchange or such other exchange upon which the Company’s securities are principally traded. The members of the Committee shall be appointed and removed by the Board. The Board of Directors also shall designate a Committee Chairperson. The Committee shall report to the Board of Directors on its findings and matters within the scope of its responsibility.
A quorum at any Committee meeting shall be at least two members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except as specifically provided herein (or where only two members are present, by unanimous vote). Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to the members of the Committee prior to the meeting. The Committee shall maintain minutes of all of its meetings to document its activities and recommendations. The Committee shall review and reassess this Charter at least annually or more frequently as conditions dictate and recommend any proposed changes to the Board for approval. A copy of the current version of this Charter shall be posted on the Company’s website. The Committee shall annually review its own performance.
Committee Authority and Responsibilities
- The Committee shall consider (in consultation with the Chairman of
the Board) and recruit candidates to fill new positions on the Board
of Directors (including as a result of the removal, resignation or retirement
of any Director, or an increase or decrease in the size of the Board
of Directors) and shall consider candidates recommended by the shareholders
of the Company who appear to be qualified to serve on the Board. The
Committee may choose not to consider an unsolicited recommendation if
no vacancy exists on the Board. The Committee may recommend increasing
the size of the Board if it perceives specialized needs for the Board
and if qualified director candidates are identified. In order to avoid
the unnecessary use of the Committee's resources, the Committee may
establish required procedures for the submission of a recommendation
of a director candidate by a shareholder.
- The Committee shall determine whether or not to accept the resignation
of any Director who fails to receive the required vote for election
in any uncontested election as provided in the Company’s By-Laws
and Corporate Governance Guidelines, based on such factors as it deems
appropriate and relevant, and shall submit its recommendation for consideration
by the Board.
- The Committee shall be responsible for conducting, subject to applicable
law, any and all inquiries into the background and qualifications of
any candidate for the Board and such candidate’s compliance with
independence and other qualification requirements established by the
Committee. In connection with its annual approval of a slate of nominees,
the Committee shall assess the contributions of those Directors selected
for re-election. The Committee may establish criteria for Board candidates
in the context of the Board evaluation process and other perceived needs
of the Board. Generally, the Committee will seek directors who possess
integrity, a high level of education and business experience, broad-based
business acumen, an understanding of the Company's business and the
healthcare industry generally, strategic thinking and a willingness
to share ideas, a network of contacts and diversity of experiences,
expertise and background. The Committee shall use the foregoing and
other appropriate criteria to evaluate potential director nominees and
shall not evaluate proposed nominees differently depending upon who
has made the proposal. Final approval of any candidate shall be determined
by the Committee.
- The Committee shall have the sole authority to retain and terminate
any search firm or other outside consultant to be used to identify Director
candidates and shall have sole authority to approve the search firm’s
fees and other retention terms. In discharging its responsibilities,
the Committee shall have full access to any relevant records of the
Company. The Committee also may request that any officer or other employee
of the Company, the Company’s outside counsel or any other person
meet with any members of, or consultants to, the Committee.
- The Committee shall solicit comments from all Directors and report
annually to the Board with an assessment of the performance of the Board
and senior management, the performance of the committees of the Board,
and each individual Board member’s performance, to be discussed
with the full Board.
- The Committee shall review and reassess at least annually the adequacy
of the Corporate Governance Guidelines of the Company and recommend
any proposed changes to the Board for approval.
- The Committee shall make an annual report to the Board on succession
planning. The entire Board will work with the Committee to nominate
and evaluate potential successors to the chief executive officer. The
chief executive officer should at all times make available his or her
recommendations and evaluations of potential successors, along with
a review of any development plans recommended for such individuals.
- The Committee may form and delegate authority to subcommittees when
appropriate. The Committee also shall carry out such other duties that
may be delegated to it by the Board of Directors from time to time.
- The Committee shall take any other actions necessary or advisable from time to time to comply with applicable laws and regulations and all applicable listing standards.
