• | selecting, or recommending that our Board select, candidates for election to the Board at the next annual meeting of shareholders, or to fill vacancies on our Board as necessary; |
• | evaluating and approving independent director compensation; |
• | overseeing
the evaluation of our Board and our management; and |
• | overseeing the succession planning of the Chief Executive Officer and senior executive officers. |
This Committee met one time in 2021.
Government Affairs Committee
The members of the Government Affairs Committee are R. Dirk Allison, Darin J. Gordon, Veronica
Hill-Milbourne, Jean Rush and Susan T. Weaver, M.D., FACP. Mr. Gordon serves as chairperson of the Government Affairs Committee.
The primary responsibilities of the Government Affairs Committee are to oversee our governmental, legislative and regulatory affairs programs, processes and procedures, and to monitor our performance with respect to advocacy and awareness of governmental activities impacting our healthcare business operations.
This Committee met one time in 2021.
Risk Oversight
Together
with the Board’s standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. The Board and its committees regularly review material operational, financial, cybersecurity, compensation and compliance risks with senior management. For example, the Compensation Committee considers risk in connection with its design of compensation programs for our executives. As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for overseeing the quality and integrity of
the Company’s financial statements and other financial information, financial reporting process, internal controls and procedures for financial reporting and internal audit function. In addition, the Audit Committee strives to provide an open avenue of communication among
the
Company’s independent auditor, management and the Board.
The Board also receives regular updates from our Chief Information Officer concerning our information security and cyber risk strategy, cyber defense initiatives, cyber event preparedness, and cybersecurity risk assessments. We employ a risk management framework to identify, assess, monitor, and test cyber risk and controls, and performs comprehensive due diligence and ongoing oversight of third-party relationships, including vendors. The Audit Committee also oversees
the Company’s consultation with outside parties with an expertise in cybersecurity that we engage and retain to review and assess our information security program. We have made and will continue
to make ongoing investments in developing and enhancing our security processes and controls and in maintaining our technology infrastructure, including the maintenance of a business continuity and disaster recovery program, which is tested on a regular basis. We also provide regular education and training to our employees and contractors on cybersecurity and the protection of our information systems in order to mitigate risk associated with protection against threats to the confidentiality, availability, and integrity of our information systems.
Each committee regularly reports to the Board.
Environment-Social-Governance (ESG)
We
address ESG, or sustainability, through a set of practices and principles of corporate citizenship that promote long-term, sustainable value creation for
the Company, our stakeholders, our employees, and our communities at large. Our approach recognizes the links between our corporate leadership, supporting Addus employees and their well-being, and providing homecare and healthcare services to support individuals and their families, all of which result in positive sustainable impacts on our local communities.
Social services are at the heart of our mission, providing high quality care for the elderly, disabled and chronically ill, supporting independence and dignity for the people we serve. With over 33,000 employees, we
are among the largest employers in the United States, and we believe employment and job creation is one of the key drivers of economic growth, dignity and prosperity for individual employees and their communities.
Governance at Addus HomeCare begins with clearly establishing our purpose as an organization devoted to service and then creating the structure for oversight and accountability to guide us. We pride ourselves on our