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). In the past two years, six new directors have joined our Board, including four who previously served on the now dissolved board of Express Scripts.
We currently separate the roles of the Chairman of the Board and CEO. Our CEO sets the strategic direction for the Company in conjunction with the Board and provides day-to-day leadership. 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 is vital to ensuring that the Board has independent oversight of the Company and its management team.
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 and minority candidates in the selection pool.
In addition to ensuring that the Board reflects diversity in age, ethnicity, gender, global experience, and a range in tenures, the Committee also ensures that the Board is composed of individuals with expertise in fields relevant to Cigna’s diverse lines of business and experience from different professions and industries. This approach has proven beneficial given the complex and dynamic nature of the health services industry.
Role in Risk Oversight – 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.
The Board and its Committees are regularly briefed on issues related to the Company’s risk profile, such as strategic, operational, financial reporting, succession, compensation, cyber security, compliance, reputational, and governance risks. Further, in executive session the Board and its Committees meet with key management personnel and representatives of outside advisors without management present.
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 2020 Proxy Statement.
Engagement with Shareholders – The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. Cigna's Board of Directors and management engage with shareholders on issues related to corporate governance, executive compensation, corporate responsibility, business strategy, and Company performance.
Within the Corporate Responsibility Report, additional information about the Board’s oversight responsibilities can be found in the following sections: Ethics and Integrity, 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. Externally, further information on our Board of Directors and its Committees can be found on Cigna's Corporate Governance Practices webpage and in our 2020 Proxy Statement.
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 the following in regard to Cigna's corporate responsibility function:
- Platform, strategy, initiatives, and reporting process;
- Alignment with Cigna’s business strategy, brand promise, and stakeholder interests;
- Philanthropic and community investments;
- Focus of charitable contributions; and
- Employee volunteerism and engagement initiatives.
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 comprised of 20 cross-functional leaders from across the company, including Diversity 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.