CHARTER FOR THE COMPLIANCE AND QUALITY COMMITTEE OF THE BOARD OF DIRECTORS
OF KINDRED HEALTHCARE, INC.
Mission Statement
The Compliance and Quality Committee (the “Committee”) is appointed to assist the Board of Directors in monitoring (1) the Company’s compliance with applicable laws, regulations, and policies; (2) the Company’s compliance with its Code of Conduct; and (3) the Company’s programs, policies and procedures that support and enhance the quality of care provided by the Company.
Organization
The Compliance and Quality Committee of the Board of Directors shall be comprised of at least three directors. Each member of the Committee shall meet the independence, experience and expertise 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 meet at least four times annually and 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 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 changes it considers appropriate 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 have the authority and responsibility to:
- Retain and terminate any outside consultant, advisor or counsel it
deems necessary to discharge its responsibilities and shall have sole
authority to approve the fees and other retention terms of such consultant,
advisor or counsel. 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, advisors or counsel to the Committee.
- Evaluate at least annually and review and concur with or reject,
as necessary, management’s appointment, termination, or replacement
of the Company’s Compliance Officer.
- Oversee the Company’s adoption and implementation of policies
and procedures designed to comply with all applicable laws and the Company’s
policies and Code of Conduct.
- Oversee the Company’s adoption and implementation of a system
to allow the Company to respond to federal, state, internal and external
reports of quality of care issues and review periodically whether such
system functions adequately.
- Be available to the Compliance Officer to respond to any issues or
questions that might arise.
- Review with the Compliance Officer the development and maintenance
of internal systems and controls to carry out the Company’s policies
and procedures relating to legal compliance matters and ethics.
- Review with the Compliance Officer the steps the Company is taking
to educate its employees regarding its Code of Conduct and compliance
issues.
- Establish and maintain procedures for (i) the receipt, retention and
treatment of complaints received by the Company regarding compliance
related matters; and (ii) the confidential, anonymous submission by
employees of the Company of concerns regarding compliance and ethical
issues.
- Review with the Compliance Officer the types of issues reported to
the Company through its compliance hotline and the results of any internal
investigations initiated by the Company in response to compliance issues
reported through the hotline or otherwise brought to the Company’s
attention.
- Review with the Company’s General Counsel legal matters that
may have a material impact on the Company’s compliance status
and any material inquiries or reports from regulators or governmental
agencies.
- Investigate, or ask the General Counsel to investigate, any matter
brought to the attention of the Committee within the scope of its duties,
and obtain legal advice for this purpose, if, in its judgment, that
is appropriate.
- Oversee the Company’s adoption and implementation of policies
and procedures designed to provide that each individual cared for in
the Company’s facilities or by its employees receive the appropriate
level of care required by law.
- Monitor the Company’s performance on established internal and
external benchmarking regarding clinical performance and outcomes. In
addition, the Committee should meet annually with the Company’s
clinical leadership to evaluate the Company’s performance.
- Foster enhanced awareness of the Company’s clinical performance
by the Board of Directors and appropriate external sources.
- Review with the Company’s Compliance Officer and financial and
other personnel, the adequacy and effectiveness of the Company’s
internal regulatory or corporate compliance controls, and elicit any
recommendations for the improvement of such internal control procedures
or particular areas where new or more detailed controls or procedures
are desirable. The Committee should review management's response to
any such recommendations.
- Carry out such other duties that may be delegated to it by the Board
of Directors from time to time or as may be required by law.
