Corporate Governance and Risk Management

Corporate Governance and Risk Management

At Cigna, we believe that strong corporate governance provides the foundation for financial integrity and shareholder confidence. The Board’s Corporate Governance Guidelines set forth the key governance principles that guide the Board. These Guidelines, together with the charters for the Board’s Audit, Compliance, Corporate Governance, Finance, and People Resources Committees, provide the framework for effective governance.

Cigna's Board of Directors

Our Board, composed of directors with qualifications, characteristics, skills, and experiences to support Cigna's short- and long-term strategy, oversees the Company’s business strategy and provides risk oversight. Twelve directors serve on our Board, each of whom is independent, with the exception of our Chief Executive Officer (CEO).

The Board is committed to fostering diversity at every level of the company, including at the Board level. To this end, diversity is an integral part of our Corporate Governance Guidelines – requiring the Corporate Governance Committee and any search firm it engages to actively consider diversity when recruiting and nominating directors, in part by including women as well as racially and ethnically diverse candidates in the selection pool.

Several board leadership positions are held by diverse directors, and more than half of our independent directors are diverse. Among our directors, three are women and three are racially or ethnically diverse individuals (meaning, an individual who is Black/African American, Hispanic or Latinx, Asian, Pacific Islander, American Indian/Alaskan or who identified as two or more races). Our directors also have diverse backgrounds, with experience gained in corporate, academia, government, public policy, and military settings.

In addition to ensuring that the Board reflects diversity in age, race, ethnicity, gender, global experience, and tenure, the Committee also ensures that the Board is composed of individuals with expertise in fields relevant to Cigna’s business and experience from different professions and industries. This approach has proven beneficial given the complex and dynamic nature of the health services industry. Areas of expertise reflected on the Board include business leadership, finance, health services and delivery systems, global operations, marketing and consumer insights, regulated industry/public policy, risk management, and technology operations.

Please refer to our 2021 Proxy Statement and Corporate Governance Practices  web page for additional information regarding our board leadership structure, board nomination process, and other corporate governance policies and practices.

Corporate Responsibility Oversight

The Board’s Corporate Governance Committee monitors Cigna’s social responsibility and environmental sustainability policies, practices, and initiatives and periodically updates and makes recommendations to the entire Board with respect to such matters. The Corporate Governance Committee reviews the following with respect to Cigna's corporate responsibility function:

  • Cigna Connects CR Platform, strategy, initiatives, and reporting process.
  • Alignment with Cigna’s business strategy, brand promise, and stakeholder interests.
  • Environmental sustainability goals and initiatives.
  • Philanthropic and community investments.

The Corporate Governance Committee is regularly updated on corporate responsibility and sustainability considerations and feedback raised by shareholders, proxy advisory firms, and other stakeholders.

Within the Corporate Responsibility Report, additional information about the Board’s oversight responsibilities can be found in the following sections:  Ethics, Integrity and Human Rights, Diversity, Equity, and Inclusion, Human Capital Development, and  Global Privacy and Information Protection. Similarly, additional information regarding the Cigna Foundation’s Board of Directors can be found in The Cigna Foundation  section.

Cigna Connects Corporate Responsibility Governance Council

To support the Corporate Governance Committee’s oversight of Corporate Responsibility, Cigna has established the Cigna Connects Corporate Responsibility Governance Council to provide input on Cigna’s policies, initiatives, and reporting relative to its corporate responsibility function. The Cigna Connects Corporate Responsibility Governance Council is made up of cross-functional leaders from across the company, including Diversity, Equity, and Inclusion, Ethics and Compliance, Global Real Estate, Risk Management, Supply Chain, Human Resources, and Investment Management.

The Senior Director of Corporate Responsibility is responsible for implementing Cigna’s corporate responsibility strategy and managing our reporting to stakeholders on our environmental, social, and governance (ESG) performance. Cigna's Managing Director of Corporate Real Estate oversees our facilities-related environmental sustainability strategy, performance, and initiatives in addition to managing the Corporate Real Estate team responsible for oversight of energy and emissions targets and reduction activities.

Engagement with Shareholders

The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. We engage with shareholders on issues related to corporate governance, executive compensation, ESG, business strategy, and Company performance.

Risk Management and Board Oversight

Cigna has a strong risk management culture in which employees throughout the organization monitor and manage risk as part of their ordinary day-to-day responsibilities. Our risk management culture is maintained in various ways, including the “tone at the top” from our executive leadership team, mandatory annual ethics training and affirmation for all employees, periodic training on various topics, department-specific training on policies and procedures, and limits of authority for certain decisions or transactions.

As a general matter, Cigna uses a “Three Lines Model” approach to risk management. The first line roles include our business, functional, process, and project leaders, who are each responsible for the day to day management of risks, controls, decision making, and risk evaluation in their area of expertise. The second line roles include oversight from corporate functions, including Enterprise Risk Management, Strategy, Corporate Finance, Compliance, and other areas, which have risk oversight of the first line roles, including recommending changes to procedures or controls, and providing perspective on issues and potential risks. The third line is our internal audit function, which provides independent oversight of the first and second line roles, performs independent audits and reviews, and makes recommendations to enhance our risk management activities.

Cigna’s Enterprise Risk Management framework is overseen by Cigna’s Audit Committee, and Senior Vice President of Audit and Chief Risk Officer, and a dedicated team that is structurally independent from our business units.

The Board of Directors has ultimate responsibility for risk oversight under Cigna’s risk management framework. The Board oversees Cigna’s policies and procedures for assessing and managing risk, while management is responsible for assessing and managing the Company’s risk exposure on a day-to-day basis. The Board executes its duty both directly and through its Audit, Compliance, Corporate Governance, Finance, and People Resources Committees. The Audit Committee oversees and utilizes Cigna’s enterprise risk management (ERM) framework to identify, assess, prioritize, and monitor a broad range of risks in addition to formulating and executing plans to monitor and, to the extent possible, mitigate the effect of those risks.

For additional information regarding the Board’s risk oversight responsibilities, including a summary of each committee’s area of risk oversight responsibility, please refer to the 2021 Proxy Statement.