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 of Directors, composed of individuals with the qualifications, characteristics, skills, and experience to support Cigna's short- and long-term strategy, oversees the company’s business strategy and provides risk oversight, while focusing on the interest of shareholders. Thirteen directors serve on our Board, each of whom is independent except for our Chief Executive Officer. During 2018, 5 new directors joined the Board 4 of whom were directors of Express Scripts prior to the merger. These new directors enhance the Board’s ethnic and gender diversity as well as the diversity of backgrounds, skills, and experiences on the Board which together support Cigna’s mission and strategy.
Our CEO sets the strategic direction for the Company, working with the Board, and provides day-to-day leadership, while our independent Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO. We believe that having an independent Chairman assists the Board in ensuring independent oversight of the Company and the management team.
The Board remains committed to diversity. Diversity is important because diverse points of view contribute to a more effective, engaged Board of Directors and a thoughtful decision-making process. In 2018, the Board amended its Corporate Governance Guidelines to adopt the “Rooney Rule,” requiring the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates. The Corporate Governance Committee works to ensure that the Board is composed of individuals with expertise in fields relevant to Cigna’s business, experience from different professions and industries, a diversity of age, ethnicity, gender, and global experience and a range of tenures.
Board’s Role in Risk Oversight. The Board of Directors has ultimate responsibility for risk oversight under Cigna’s risk management framework. The Board executes its duty both directly and through its Audit, Compliance, Corporate Governance, Finance, and People Resources Committees. Cigna utilizes a risk enterprise management framework, overseen by the Company’s Audit Committee, to identify, assess, prioritize, and monitor a broad range of risks and formulate and execute plans to monitor and, to the extent possible, mitigate the effect of those risks. The Board and its Committees are regularly briefed on issues related to the Company’s risk profile, such as strategic, operational, financial reporting, succession and compensation, cyber security, compliance, reputational, governance, and other risks. In addition, the Board and its Committees meet in executive session without management present, with key management personnel, and with representatives of outside advisors. For additional information regarding the Board’s risk oversight responsibilities, including a summary of each committee’s area of risk oversight responsibility, see the 2019 Proxy Statement.
The Board evaluated its structure, particularly its committee structure, in light of the Express Scripts merger and, following this review, approved the creation of a standalone Compliance Committee. The Compliance Committee oversees the Company’s key compliance and ethics programs.
Engagement with Shareholders. The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. The Office of the Corporate Secretary engages with shareholders on issues related to corporate governance, executive compensation, and social responsibility, including with respect to matters to be voted on at our shareholder meetings. Senior management, and the Investor Relations team regularly meet with shareholders and respond to their questions and feedback throughout the year. This engagement provides valuable insights into our shareholders’ views and helps shape our governance and disclosure practices.
Further information on our Board of Directors and its Committees can be found on Cigna's Corporate Governance Practices webpage as well as our 2019 Proxy Statement. Additional information about the Board’s oversight responsibilities can be found in other sections of the Corporate Responsibility Report, including Ethics and Integrity and Global Privacy and Information Protection. Information regarding the Cigna Foundation’s Board of Directors can be found in the section titled The Cigna Foundation.
Corporate Responsibility Governance
The Corporate Governance Committee of the Board is responsible for overseeing Cigna’s positions on, and policies with respect to, Cigna’s corporate responsibility efforts around the globe. The Corporate Governance Committee annually reviews Cigna's Corporate Responsibility platform, our corporate responsibility strategy, initiatives, and reporting process, as well as the alignment with Cigna’s business strategy, brand promise, and the interests of stakeholders. The Committee also reviews Cigna's philanthropic and community engagement activities, the focus of our charitable contributions, and employee community involvement.
To support the Corporate Governance Committee’s responsibility, Cigna has established the Cigna Connects Corporate Responsibility Governance Council (the “CR Governance Council”) to provide input on Cigna’s policies, initiatives, and reporting relative to corporate responsibility. The CR Governance Council is comprised of approximately 20 cross-functional leaders from across the company, including civic affairs, ethics and compliance, global real estate, risk management, supply chain, human resources, and the Cigna Foundation. Cigna's Senior Director of Corporate Responsibility is responsible for implementing our Company's corporate responsibility strategy, and coordinating our reporting to stakeholders on environmental, social, and governance performance. Additionally, Cigna's Corporate Services Director oversees our facilities-related environmental sustainability strategy and initiatives and manages the Corporate Real Estate Manager responsible for oversight of energy and emissions targets and reduction activities.
Disclaimer: The report covers calendar year 2018 and unless otherwise noted, excludes the combination with Express Scripts, which closed on December 20, 2018.