Principles and Guidelines

Our corporate governance policies reflect our goal of adopting leading governance practices to promote a high level performance from the Board of Directors and management. We believe our corporate governance practices promote the long-term interests of our shareholders and strengthen Board and management accountability.

Among the practices we adhere to are the following:

• An independent Chair of the Board;
• Majority voting for the election of directors in an uncontested election;
• Proxy access for shareholder-nominated director nominees;
• Right of shareholders to call a special meeting of shareholders;
• Board, committee and director performance evaluations conducted annually, including an evaluation facilitated by an external party;
• Individuals not able to stand for election as directors if age 73 or older as of the March 1st immediately prior to the annual meeting of shareholders at which his or her nomination will be submitted for shareholder approval; this retirement age policy has no exemptions or exceptions;
• A policy limiting service by directors to no more than three other public company boards, and by any director who is a CEO of a public company (including our CEO) to no more than one other public company board;
• Significant director and executive stock ownership requirements and holding restrictions;
• Clawback policy for executive officers’ incentive compensation, including for reputational harm; and
• No change-in-control excise tax gross-ups.

Elevance Health's Board of Directors oversees and guides our business. The primary responsibility of the Board is to further our long-term success, in line with the Board’s fiduciary duty to its shareholders. Within this framework, the Board considers the interests of other stakeholders such as our customers, associates, business partners and the communities in which we operate.

Our eleven member Board includes Gail Boudreaux, Elevance Health’s President and CEO, and ten independent directors. Our Audit, Compensation & Talent, Finance and Governance Committees are composed entirely of independent directors. Our Board has adopted standards to assist it in making determinations of independence and whether or not a director has a material relationship with us. These standards are set forth in our Corporate Governance Guidelines. Our Board has determined that all our directors, other than Ms. Boudreaux, meet these standards, have no material relationship with us and are “independent” as defined by New York Stock Exchange listing standards and the Securities and Exchange Commission’s rules. Each Board committee has a detailed charter and each committee member has appropriate skills to carry out the committee’s functions.

The Board’s directors possess qualifications that meet our strategic needs and have diverse experience with key business, financial and other challenges that face a publicly held health company. The Governance Committee has identified the following skills, experiences, and attributes that are desirable for one or more directors to possess: CEO; COO/executive leadership; insurance industry; finance/capital markets; healthcare industry; marketing/consumer insights; technology; regulatory/public policy; ESG; and gender and racial/ethnic diversity. Our annual proxy statement includes a skills, experiences and attributes matrix identifying which of the desired skills are possessed by each director.

The Board is diverse in gender, race and ethnicity, with five female directors and four racially or ethnically diverse directors. The average director tenure was approximately seven years as of March 31, 2023, as a result of the Board’s refreshment practices and policies.

Elevance Health is an independent licensee of the Blue Cross and Blue Shield Association (BCBSA). These licensee obligations require us to maintain a classified Board structure, whereby directors serve staggered three-year terms (rather than one-year terms). Our Articles of Incorporation, Bylaws and Corporate Governance Guidelines provide that, if the BCBSA requirement for a classified Board structure is eliminated or is no longer applicable to us, the Board will phase in the annual election of directors over a three-year period.

Building positive relationships with our shareholders is critical to our long-term success. For this reason, we spend significant time meeting with our shareholders, listening to their concerns and responding to their feedback. Through our robust outreach and engagement program, we regularly engage with our largest shareholders, representing in aggregate a majority of our outstanding shares. Topics discussed include corporate governance practices, environmental and social matters, Board composition and refreshment and executive compensation.

In addition, our management team regularly meets with shareholders to discuss our strategic plan, consolidated business results, capital structure, and other topics of interest to them. We also participate in numerous investor conferences throughout the year and host a biennial investor day. We value our relationship with our shareholders and believe that we strengthen our ability to lead the company by constructively discussing our business and strategy.

We were pleased that our shareholders overwhelmingly approved the nonbinding advisory vote on our executive compensation in 2022 as approximately 92% of votes cast were in favor of the proposal. Nevertheless, we continue to examine our executive compensation program to ensure alignment between the interests of our executive officers and those of our shareholders.

Our Board of Directors oversees management’s processes by which they identify, assess, monitor and manage our exposure to major risks, to determine whether those processes are functioning as intended and are consistent with our business objectives and strategies and comply with applicable laws, regulations, contractual requirements and policies. The Board reviews certain risk-tolerance levels and action plans regarding major risks. The Board also reviews the Own Risk and Solvency Assessment Summary Report, filed annually with state insurance departments. The Board receives periodic reports from management on various risks, including risks facing our businesses or developments that could affect our risk profile. In addition, the Board delegates to its committees responsibility for assisting in the oversight of categories of risk within their areas of responsibility.

Our purpose is to improve the health of humanity. Our focus on community health and environmental sustainability is demonstrated by our ability to make a positive difference in the health and well-being of our consumers, the communities we serve, our associates and the environment around us. Our Governance Committee monitors our corporate social responsibility and environmental sustainability initiatives and performance. Elevance Health was named to the 2022 Dow Jones Sustainability North America and World Indices (DJSI). This marks the fifth consecutive year we have been recognized by the DJSI for leadership in sustainability.

More information about our ESG practices and performance related to governance, our workplace, community health and the environment is in our Annual Impact Report, which is prepared in accordance with the Sustainability Accounting Standards Board (SASB) and Task Force for Climate-Related Financial Disclosures (TCFD).

Impact Report