Corporate Governance

Corporate Governance

Principled, Ethical Leadership Guides Our Business and Enhances Our Success

The Board of Directors acts in the best interest of all HealthMarkets stakeholders including, investors/shareholders, customers, employees, regulators, partners and others. HealthMarkets is privileged to share in the knowledge, insights and expertise of the Board as we work together to help fulfill our mission of safeguarding the physical and financial health of Americans.

Our company is defined by honesty, integrity and principled leadership. We are committed to conducting ourselves with the highest standards of business and personal ethics.

HealthMarkets
Code of Conduct

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Related Party Transaction
Policies and Procedures

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Board of Directors

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Overview of Committees of the Board of Directors

 

Audit Committee

Assesses processes related to risk and control; oversees the integrity of financial statements, financial reporting and compliance with related legal and regulatory requirements; and evaluates the audit processes.

Audit Committee Charter

Compliance and Governance Committee

Recommends applicable corporate governance guidelines to the Board; oversees evaluation of the Board and management; reviews succession plans for key executive management positions; and monitors compliance and regulatory functions.

Compliance & Governance Committee Charter

Executive Committee

The Executive Committee has the authority of the full Board of Directors in the management and affairs of the Company, except that the Committee may not effect certain fundamental corporate actions, including (a) declaring a dividend, (b) amending the Certificate of Incorporation or Bylaws, (c) adopting an agreement of merger or consolidation, or (d) imposing a lien on substantially all of the assets of the Company. In practice, the Executive Committee meets infrequently and does not act except on matters that are not sufficiently important to require action by the full Board of Directors.

Executive Compensation Committee

Advises, recommends and approves compensation for officers, key executives and board members to ensure accordance with HealthMarkets total compensation objectives and executive compensation policies.

Executive Compensation Committee Charter

Investment Committee

The Investment Committee coordinates with the Investment/Finance Committees of the Company’s insurance subsidiaries in supervising and implementing the investments of the funds of the Company and its insurance subsidiaries.

Nominating Committee

Identifies individuals qualified to become Board members consistent with criteria approved by the Board and recommends nominees to be voted on at the next annual meeting of shareholders.

Nominating Committee Charter