The Board of Directors of Cross Country Healthcare, Inc. sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance.
The Company’s Governance Guidelines provide a framework for the Company’s policies and procedures. The Board has also adopted the Code of Conduct and Business Ethics Policy, which applies to all our employees, including executive officers, directors, vendors and suppliers.
Our Board structure provides strong oversight by independent director. Because non-management directors meet separately, the Board is advised of all actions taken by the various committees of the Board, and has full access to all our books, records and reports. Members of the Board also have direct access to the management team who are always available to answer their questions.
Our Board has extensive management experience in business and, specifically, the healthcare industry in which we operate. The continuity and tenure of our Board provides a valuable source of institutional knowledge.
We are committed to comprising our Board with well-rounded individuals possessing an assortment of complementary skills, core-competencies and expertise, as well as diversity with respect to age, gender, national origin and race to ensure its optimal functioning.
Regular attendance at Board and committee meetings is essential to maintain continuity and cohesion in the management and governance of our organization.
While risk management is primarily the responsibility of our management team, the Board is responsible for the overall supervision of our risk management activities, which occurs at both the full Board level and at the committee level.
People, Planet and Practices are the broad themes to our approach toward Corporate Social Responsibility (CSR). Our CSR program is designed to solicit engagement with, and involvement of, our key stakeholders – employees and stockholders, including face-to-face meetings and discussions with investors. Our CSR program’s priority areas are informed by these engagements, reports from ESG rating agencies and the practices of our industry peers.
We take pride in engagement with our stockholders and welcome their insights and feedback, taking their points of view into account when developing our governance practices. The Board firmly believes the mutual trust we build with our stockholders is one of the key components of good governance and is a key element of driving board responsibility and a strong governance culture. We initiated a formal stockholder corporate governance outreach program to supplement our financial-related program and gain feedback from our stockholders.
It is the policy of Cross Country Healthcare, Inc. that all business, including that of its subsidiaries, is to be conducted in strict compliance with all applicable governmental laws, rules, and regulations, and in keeping with the highest level of business ethics. We expect honest and ethical conduct from every director, officer and employee.
The Board has adopted these Corporate Governance Guidelines to reflect their commitment to sound corporate governance practices and to encourage effective policy and decision making at both the Board and management level.
The primary function of the Audit Committee of Cross Country Healthcare is to assist the Board of Directors in fulfilling its oversight responsibilities related to corporate accounting, financial reporting practices and the quality and integrity of financial reports.
The role of the Board Governance and Nominating Committee is to develop and recommend to the Board a set of corporate governance principles applicable to Cross Country Healthcare and review them at least annually; determine the qualifications for Board membership and recommend nominees to the Board for approval by shareholders; and ensure a robust and effective performance evaluation process is in place for the Board, the CEO, and senior management, as well as an effective succession planning process for these positions.
This Guide outlines a compensation committee member’s responsibility, reviews the composition and procedures of the compensation committee and considers important legal standards and regulations that govern compensation committees and their members.