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.