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Corporate Governance 

At Tenet Healthcare Corporation, we believe that sound principles of corporate governance serve the best interests of our shareholders and our other constituents, including patients, physicians, employees, suppliers and communities.  We manage our business with integrity and the highest ethical standards, and we operate with transparency by measuring and communicating our results consistently.

We are committed to continually evolving and adopting appropriate corporate governance best practices.  Please see our Corporate Governance Principles for additional information.

Board of Directors

Tenet’s Board of Directors is elected by the company’s shareholders to oversee management and to assure that the long-term interests of the shareholders are being served.

2013 Fact Sheet

Size of Board

9

Number of Independent Directors

8

Annual Board Elections

Yes

Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Elections

 
 Yes

Annual Review of Independence of Board

Yes

Separate Independent Chairman and CEO

Yes

Independent Audit Committee

Yes

Independent Compensation Committee

Yes

Independent Nominating and Corporate Governance Committee

Yes

Independent Quality, Compliance & Ethics Committee

Yes

Charters for Board Committees

Yes

Number of Audit Committee Financial Experts

3

Corporate Governance Principles Approved by the Board

Yes

Independent Chairman Description of Responsibilities

Yes

Compensation Committee Consultant Independence Policy

Yes

Director and Executive Officer Stock Ownership Guidelines

Yes

Number of Board Meetings Held or Scheduled

18

Independent Directors Meet Without Management Present

Yes

Annual Board Self-Evaluation Required

Yes

Key Committee Self-Evaluations Required

Yes

Annual Equity Grant to Non-Employee Directors

Yes

Board Orientation/Education Program

Yes

Corporate Compliance Program

Yes

Disclosure Committee for Financial Reporting

Yes

Code of Business Conduct

Yes

Corporate Sustainability Report

Yes

Policy on Political Contributions

Yes

 

 


Board Elections
 

   Tenet does not have a classified Board; directors are elected annually.
 

   Any incumbent director who receives, in an uncontested election of directors, a greater number of votes cast “against” his or her election than votes “for” his or her election must submit a letter of resignation to the Board.  In that situation, the Nominating and Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action.  The Board would then act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it promptly. 

Board Engagement

   Directors must make a significant time commitment when they join Tenet’s Board.  Members of the Board and each Committee meet in person for regularly scheduled meetings and hold as many additional telephonic and in-person meetings as necessary to fulfill their responsibilities.  In addition, Board members often work on board matters and with management outside of formal meetings.

 

   Board members who serve as CEOs or in equivalent positions of public companies may not serve on the boards of more than two public companies in addition to Tenet’s Board, and other directors may not serve on the boards of more than three public companies in addition to Tenet’s Board absent a waiver.

 

   Management, working with the Board, provides an orientation process for all new directors.  That orientation process includes background materials on Tenet, its business, strategic plans and goals, prospects and risk profile, and meetings with senior management.
  

   Each director is expected to attend a continuing education program related to their responsibilities as a director at least once every two years.

Board Quality
 

   Tenet is committed to maintaining an active, engaged Board.  The Nominating and Corporate Governance Committee and the Board consider, among other things, the following attributes and criteria when selecting new nominees for election to the Board and determining which of Tenet’s existing directors will stand for re-election to the Board:  experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other factors as the Board considers appropriate in the context of its needs.

 

   Incumbent directors are not automatically re-nominated to stand for election.  Each year, the Nominating and Corporate Governance Committee and Board will carefully consider each director’s qualifications and contributions to the Board and make an informed decision as to which directors will stand for election.

Board Independence
 

   Tenet’s Corporate Governance Principles require that at least two-thirds of the Board consist of “independent” directors.  Currently, the Board has 9 directors and has determined that 8 are independent of the company and its management under the corporate governance standards of the New York Stock Exchange.  The Board annually reviews all commercial and charitable relationships between Tenet and its directors.

 

   Following every regularly scheduled Board meeting and at least once each fiscal quarter, time is set aside for the independent directors to meet in executive session.   The Committees of the Board also meet regularly in executive session.

Independent Chairman
 

   Since 2003, Tenet’s independent directors have designated an independent, non-employee director as Chairman of the Board.

 

   In the event that the Board desires to appoint as Chairman a director who is a member of management, Tenet’s Corporate Governance Principles require the Board to designate an independent, non-employee director as Lead Director to preside over independent directors' executive sessions and to facilitate information flow between the directors and the Chairman.

Board Committees
 

   Only independent directors sit on Tenet’s Audit, Compensation, Nominating and Corporate Governance, and Quality, Compliance & Ethics Committees.  To learn more, visit the Board Committees page. 

Contacting the Board
 

   Shareholders may communicate with the Board by e-mail to boardofdirectors@tenethealth.com or by writing to the Board in care of the Corporate Secretary at the company’s Dallas headquarters.  Matters may be referred to the entire Board, Board Committees, individual members or departments within the company.

 

   Anyone who has a concern about Tenet’s conduct, or about its accounting, internal accounting controls or auditing matters, may communicate that concern, confidentially or anonymously, to the Audit Committee by calling Tenet’s Ethics Action Line at 1-800-8-ETHICS (1-800-838-4427).  All such concerns will be forwarded to the Audit Committee for its review and will be simultaneously reviewed and addressed under the direction of Tenet’s Chief Compliance Officer.  The Audit Committee may direct special treatment, including the retention of outside advisors, for any concern addressed to it.

 

Other Corporate Governance Highlights 
 

Governing Documents

 

   Tenet's Articles of Incorporation set forth general information about the company, and the company's Corporate Bylaws provide the basic framework for the conduct of the company's business.

Political Contribution Policy
 

    We believe that it is important to participate in political, legislative and regulatory processes on issues that affect Tenet’s business and community interests, and are committed to doing so in a way that is consistent with our values, our legal obligations, and our Standards of Conduct. In accordance with our core values of integrity and transparency, Tenet has adopted a policy on Disclosure of Political Expenditures that includes Board oversight and semiannual disclosure of expenditures.  

  

   For additional information regarding our political engagement policy, see the “Advocacy” section of our Corporate Sustainability Report. 

Hedging Policy
 

   Our insider trading policy prohibits any executive officer or any other officer or employee subject to its terms (approximately 70 people) from entering into short sales or derivative transactions to hedge their economic exposure to our stock.  In addition, these officers and employees are prohibited from pledging our stock, including holding our stock in margin accounts.

Contacting the Corporate Secretary
 

   Anyone may communicate with Tenet’s Corporate Secretary by e-mail to corporatesecretary@tenethealth.com or by writing to:  Paul A. Castanon, Vice President, Deputy General Counsel and Corporate Secretary, Tenet Healthcare Corporation, 1445 Ross Avenue, Suite 1400, Dallas, TX 75202.

 

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