The Board of Directors has the following committees: Audit; Clinical Quality; Executive; Investment; Nominating, Governance & Sustainability; Organization & Compensation; and Technology. Only directors meeting the Securities and Exchange Commission’s ("SEC") and the New York Stock Exchange’s ("NYSE") director independence standards may serve on the Audit Committee, the Nominating, Governance & Sustainability Committee and the Organization & Compensation Committee.
The Board of Directors has determined that each member of the Audit Committee, the Nominating, Governance & Sustainability Committee and the Organization & Compensation Committee is independent according to SEC and NYSE requirements. Additionally the Board of Directors has determined that each member of the Audit Committee is “financially literate,” as defined in the NYSE listing standards, and that Messrs. D’Amelio and Garratt and Dr. Bono meet the definition of “SEC Audit Committee Financial Expert,” as defined by the SEC.
The Board of Directors has established a policy under which non-employee directors must retire at the first annual meeting following his or her seventy-third birthday. To encourage director refreshment, there are no exemption or conditions in this policy.