Governance Documents

The purpose of the Audit Committee of the Board of Directors (the “Board”) of R1 RCM Inc. (the “Company”) is to assist the Board’s oversight of:

• the integrity of the Company’s financial statements;
• the Company’s compliance with legal and regulatory requirements;
• the qualifications and independence of the Company’s registered public accounting firm (the “independent auditors”); and
• the performance of the Company’s internal audit function and independent auditors; and to prepare an audit committee report as required by the SEC to be included in the Company’s annual proxy state

1. Members. The Audit Committee shall consist of at least three members of the Board, each of whom shall be independent as defined by Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, if the Company is listed on any national exchange (a “National Exchange”), as defined by the rules of such National Exchange.

 

2. Financial Literacy. Each member of the Audit Committee must be financially literate, as such qualification is interpreted by the Board in its business judgment or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgement. Unless otherwise determined by the Board (in which case disclosure of such determination shall be made in the Company’s annual report filed with the SEC), at least one member of the Audit Committee shall be an “audit committee financial expert” (as defined by applicable SEC rules).

 

3. Chair. Unless the Board elects a Chair of the Audit Committee, the Audit Committee shall elect a Chair by majority vote.

 

4. Compensation. The compensation of Audit Committee members shall be as determined by the Board. No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board or of a committee of the Board.

 

5. Selection and Removal. Members of the Audit Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Unless otherwise determined by the Board (in which case disclosure of such determination shall be made in accordance with National Exchange rules to the extent applicable), no member of the Audit Committee may serve on the audit committee of more than two other public companie The Board may remove members of the Audit Committee from such committee, with or without cause.

The Audit Committee shall discharge its responsibilities and shall assess the information provided by the Company’s management and the independent auditor, in accordance with its business judgment. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining adequate internal control over financial reporting. The independent auditors are responsible for auditing the Company’s financial statements and the Company’s internal control over financial reporting and for reviewing the Company’s unaudited interim financial statements. The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audits, to determine or certify that the Company’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee the independent auditor’s reports.

1. Selection. The Audit Committee shall be directly responsible for appointing, evaluating, retaining and, when necessary, terminating the engagement of the independent auditor. The Audit Committee may, in its discretion, seek stockholder ratification of the independent auditor it appoints.

 

2. Independence. At least annually, the Audit Committee shall assess the independent auditor’s independence. In connection with this assessment, the Audit Committee shall obtain and review a report by the independent auditor describing all relationships between the independent auditor and the Company, including the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee shall discuss with the independent auditor any disclosed relationships or services that might impact the objectivity and independence of the auditor.

 

3. Quality-Control Report. At least annually, the Audit Committee shall obtain and review a report by the independent auditor describing:
   • the firm’s internal quality-control procedures; and
   • any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

 

4. Compensation. The Audit Committee shall be directly responsible for setting the compensation of the independent auditor. The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of the independent auditor established by the Audit Committee.

 

5. Preapproval of Services. The Audit Committee shall preapprove all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor; provided, however, that de minimis non- audit services may instead be approved in accordance with SEC rules, and to the extent applicable, National Exchange rules.

 

6. Oversight. The independent auditor shall report directly to the Audit Committee, and the Audit Committee shall be directly responsible for oversight of the work of the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting. In connection with its oversight role, the Audit Committee shall, from time to time as appropriate:

    

   • receive and consider the reports and communications required to be made by the independent auditor regarding:
     • critical accounting policies and practices;
     • alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Company management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;
     • other material written communications between the independent auditor and Company management; and
     • all other matters required to be communicated by the independent auditor to the Audit Committee under the standards of the PCAOB, including Auditing Standard No. 16, Communications with Audit Committee (“AS 16”).
   • review with the independent auditor:
     • any audit problems or difficulties the independent auditor encountered in the course of the audit work and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management;
     • major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies;
     • analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and
     • the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.

1. Review and Discussion. The Audit Committee shall meet to review and discuss with the Company’s management and independent auditor the Company’s audited financial statements, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the matters required to be discussed by AS 16.

 

2. Recommendation to Board Regarding Financial Statements. The Audit Committee shall consider whether it will recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K.

 

3. Audit Committee Report. The Audit Committee shall prepare the audit committee report required by Item 407(d)(3)(i) of Regulation S-K for inclusion in the proxy statement of the Company relating to its annual meeting of security holders.

1. Independent Auditor Review of Interim Financial Statements. The Audit Committee shall direct the independent auditor to use its best efforts to perform all reviews of interim financial information prior to disclosure by the Company of such information and to discuss promptly with the Audit Committee and the Chief Financial Officer any matters identified in connection with the auditor’s review of interim financial information which are required to be discussed by applicable auditing standards. The Audit Committee shall direct management to advise the Audit Committee in the event that the Company proposes to disclose interim financial information prior to completion of the independent auditor’s review of interim financial information.

 

2. Earnings Release and Other Financial Information. The Audit Committee shall discuss generally the type and presentation of information to be disclosed in the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts, rating agencies and others.

 

3. Quarterly Financial Statements. The Audit Committee shall meet to review and discuss with the Company’s management and independent auditor the Company’s quarterly financial statements, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

1. Oversight. The Audit Committee shall coordinate the Board’s oversight of the Company’s internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics. The Audit Committee shall receive and review the reports of the CEO and CFO required by Rule 13a-14 of the Exchange Act.

 

2. Internal Audit Function. The Audit Committee shall coordinate the Board’s oversight of the performance of the Company’s internal audit function.

 

3. Risk Management. The Audit Committee shall discuss the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled.

 

4. Cybersecurity. The Audit Committee shall review risks discussed by the Compliance & Risk Management Committee of the Board for consideration in its review of the Company’s financial systems control environment, including regular reviews of the cybersecurity program and procedures regarding management of systemic risk, disaster recovery and business continuity as related to financial and reporting systems and controls.

 

5. Hiring Policies. The Audit Committee shall establish policies regarding the hiring of employees or former employees of the Company’s independent auditors.

 

6. Procedures for Complaints. The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

7. Evaluation of Financial Management. The Audit Committee shall coordinate with the Human Capital Committee the evaluation of the Company’s financial management personnel.

 

8. Oversight of Related Person Transactions. The Audit Committee shall review the Company’s policies and procedures for reviewing and approving or ratifying “related person transactions” (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K), including the Company’s Related Person Transaction Policy, and recommend any changes to the Board. In accordance with the Company’s Related Person Transaction Policy, to the extent no other policy or procedure applies to a particular related person transaction under review, the Audit Committee shall have the authority to review and approve or ratify such transaction.

 

9. Review and Approve Swaps. The Audit Committee is authorized to review and approve the Company’s entry into swaps, including transactions in swaps that are subject to mandatory clearing, and to approve use of the end-user exception from clearing. The Audit Committee is also authorized to adopt and shall review annually thereafter a policy relating to the Company’s use of the non-financial end-user exception, and shall report to the Board on the Company’s compliance with and implementation of this policy on at least an annual basis. The Audit Committee may delegate responsibility for implementation of the non-financial end-user policy to the Company’s management, as the Audit Committee deems appropriate.

 

10. Additional Powers. The Audit Committee shall have such other duties as may be delegated from time to time by the Board

1. Meetings. The Audit Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Audit Committee may also act by unanimous written consent in lieu of a meeting. The Audit Committee shall periodically meet separately with: (i) the independent auditor; (ii) Company management and (iii) the Company’s internal auditors. The Audit Committee shall keep such records of its meetings as it shall deem appropriate.

 

2. Subcommittees. The Audit Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member). Any decision of a subcommittee to preapprove audit, review, attest or non-audit services shall be presented to the full Audit Committee at its next scheduled meeting.

 

3. Reports to Board. The Audit Committee shall report regularly to the Board.

 

4. Charter. At least annually, the Audit Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

5. Independent Advisors. The Audit Committee is authorized, without further action by the Board, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its re Such independent advisors may be the regular advisors to the Company. The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Audit Committee.

 

6. Investigations. The Audit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the Audit Committee.

 

7. Funding. The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

 

8. Annual Self-Evaluation. At least annually, the Audit Committee shall evaluate its own performance.

The purpose of the Human Capital Committee of the Board of Directors (the “Board”) of R1 RCM Inc. (the “Company”) is to oversee (a) the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers, as such term is defined from time to time in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) the performance evaluation of senior executives, and (c) the review of the Company’s talent development process and culture related items.

1. Number. The Human Capital Committee shall consist of at least two members of the Board.
2. Independence. So long as the Company is listed on any national exchange, then except as otherwise permitted by the applicable rules of such national exchange, each member of the Human Capital Committee shall be independent as defined by such rules.
3. Chair. Unless the Board elects a Chair of the Human Capital Committee, the Human Capital Committee shall elect a Chair by majority vote.
4. Compensation. The compensation of Human Capital Committee members shall be as determined by the Board.
5. Selection and Removal. Members of the Human Capital Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Human Capital Committee from such committee, with or without cause.

1. The Human Capital Committee shall discharge its responsibilities and shall assess the information provided by the Company’s management, in accordance with its business judgment.

 

Human Capital Matters
2. Compensation of Executive Officers. The Human Capital Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”), evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed from time to time by the Board), determine and approve the CEO’s compensation, including annual incentive compensation. The Human Capital Committee shall in consultation with the CEO periodically review and approve, or make recommendations to the Board with respect to, compensation of certain of the Company’s executive officers (other than the CEO), including annual incentive compensation.

 

3. Compensation Philosophy. The Company seeks to attract persons of exceptional talent to serve as executive officers. Therefore, the Company’s policy is to compensate executive officers at least competitively relative to executive officers at comparable companies with comparable expectations for growth and success. The Human Capital Committee shall periodically review the Company’s compensation structures to evaluate their competitiveness relative to such comparable companies, in addition to their alignment with the Company’s overarching compensation philosophy.

 

4. Evaluation of Senior Executives. The Human Capital Committee shall be responsible for overseeing the evaluation of the Company’s senior executives. In consultation with the CEO in the case of all senior executives other than the CEO, and in conjunction with the Audit Committee in the case of the evaluation of the senior financial management, the Human Capital Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare assessments of the performance of the Company’s senior executives, to be discussed periodically with the Board.

 

5. Plan Recommendations and Approvals. The Human Capital Committee shall periodically review and make recommendations to the Board with respect to incentive-compensation and equity-based plans that are subject to approval by the Board. In addition, to the extent the Company is listed on any national exchange, in the case of any plans or amendments adopted pursuant to an exemption from the shareholder approval requirements applicable pursuant to the rules of such national exchange, the Human Capital Committee, or a majority of the Company’s independent directors, shall approve such plans or amendments.

 

6. Administration of Equity-Based Plans. The Human Capital Committee shall exercise all rights, authority and functions of the Board under all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by this charter or a plan or resolution of the Board, the Human Capital Committee shall not be authorized to amend any such plan. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Human Capital Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company. To the extent the Company is listed on any national exchange, the Human Capital Committee, or a majority of the Company’s independent directors, shall approve all equity compensation grants that are made in reliance on an exemption from the shareholder approval requirements applicable pursuant to the rules of such national exchange.

 

7. Director Compensation. The Human Capital Committee shall periodically review and approve director compensation.

 

8. Review and Discussion of Compensation Discussion and Analysis; Recommendation to Board. The Human Capital Committee shall review and discuss annually with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”). The Human Capital Committee shall consider annually whether it will recommend to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C.

 

9. Human Capital Committee Report. The Human Capital Committee shall prepare the annual Human Capital Committee Report required by Item 407(e)(5) of Regulation S-K.

 

10. Compensation Consultants, Legal Counsel and Other Advisors. The Human Capital Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisors. The Human Capital Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Human Capital Committee. The Human Capital Committee is empowered, without further action by the Board, to cause the Company to pay the compensation, as determined by the Human Capital Committee, of any compensation consultant, legal counsel and other advisor retained by the Human Capital Committee. The Human Capital Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor, only after taking into consideration, as applicable, all factors relevant to that person’s independence from management.

 

11. Review of the Company’s talent development processes.  The Human Capital Committee shall periodically review the Company’s human capital management, including talent assessment and management, employee retention and the promotion of the Company’s Inclusion & Diversity (“I&D”) efforts. The Human Capital Committee shall periodically review professional development, organization and leadership development programs, including programs that are designed to identify, attract and retain organizational talent. In addition, the Human Capital Committee shall periodically review areas related to company culture, including but not limited to employee engagement. The Human Capital Committee shall also periodically review and monitor the composition of the workforce in terms of I&D, as well as the Company’s practices related to I&D.

 

12. Additional Powers. The Human Capital Committee shall have such other duties as may be delegated from time to time by the Board.

1. Meetings. The Human Capital Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Human Capital Committee may also act by unanimous written consent in lieu of a meeting. The Human Capital Committee shall keep such records of its meetings as it shall deem appropriate.

 

2. Subcommittees. The Human Capital Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act and the rules and regulations thereunder, and an “outside director,” as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder).

 

3. Reports to Board. The Human Capital Committee shall report regularly to the Board.

 

4. Charter. The Human Capital Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

5. Annual Self-Evaluation. At least annually, the Human Capital Committee shall evaluate its own performance.

The purpose of the Compliance & Risk Management Committee (the “Committee”) of the Board of Directors (the “Board”) of R1 RCM Inc. (the “Company”) is to assist the Board in overseeing the Company’s compliance with legal and regulatory requirements, and ethical standards; the operation of the Company’s Compliance & Ethics Program (the “CE Program”) and the Company’s Risk Management Program (the “RM Program”); and, the Company’s interactions and relationships with regulatory and enforcement agencies in the United States and other countries.

1. Members. The Committee shall consist of at least three non-employee members of the Board.

 

2. Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.

 

3. Compensation. The compensation of Committee members shall be as determined by the Board.

 

4. Selection and Removal. Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Committee from such Committee, with or without cause.

1. The Committee shall have the authority to, among other things:
   1. require management to conduct audits or reviews of compliance matters;
   2. conduct or oversee reviews or investigations of matters involving legal and regulatory compliance, or business ethics;
   3. determine whether the Committee should be the direct recipient of findings and conclusions in any such audit, review or investigation; and
   4. oversee the Company’s enterprise risk management platform and program.

 

2. The Committee shall oversee, and periodically review, the structure, operation and efficacy of the Program, including the performance of the Company’s Executive Vice President, Compliance & Risk (“EVPCR”) and the Compliance & Risk Department (the “Department”);

 

3. The Committee shall consider and, as appropriate, receive periodic reports on, among other things:
   1. The EVPCR’s span of responsibility, reporting lines and direct access to senior management;
   2. The adequacy of the resources that are dedicated to the CE and RM Programs;
   3. The management of enterprise-wide risks, including the tracking, reporting and defining of action plans/corrective actions, to address potential or known risks;
   4. The work of the Company’s Compliance & Risk Management Oversight Committee, which is chaired by the EVPCR and comprised of designated members of the Company’s management team (“CRMOC”);
   5. The clarity and scope of the Company’s Code of Business Conduct and Ethics and its Compliance Policies and Procedures, including those that pertain to: the duty of all employees to report compliance concerns promptly to the Department; the Company’s prohibition of retaliation and retribution; and, corrective and disciplinary actions;
   6. The effectiveness of the Company’s compliance and business ethics training and education programs;
   7. The Company’s compliance audits and monitoring initiatives;
   8. The communications channels and mechanisms, such as a toll-free Hotline, that the Company has established for the dissemination of compliance guidance and to encourage and facilitate reports of compliance and ethical concerns and matters;
   9. The Company’s process for investigating reports of potential violations of laws, regulations, and/or rules that apply to the Company’s business, and/or the Code of Business Conduct and Ethics or the Company’s Policies and Procedures; and,
   10. The process that the Company has developed for screening individuals and/or entities that are excluded, debarred, suspended or otherwise ineligible to participate in Federal health care program or in Federal procurement or non-procurement programs.

 

4. The Committee shall receive periodic reports from the EVPCR and/or other members of management on:
   1. The development and implementation of the Department’s Annual Work Plan;
   2. The Compliance Risk Assessment process overseen by the CRMOC;
   3. Findings and conclusions of compliance audits and monitoring activities;
   4. Complaints and reports of potential compliance violations received through the Hotline and other communications channels;
   5. Retaliation claims, lawsuits alleging retaliation, settlements of retaliation claims, and reports of alleged retaliation to the Department and/or any ombudsperson program established by the Company;
   6. Pending and recently concluded compliance investigations;
   7. Corrective and disciplinary actions taken to address compliance and business ethics concerns;
   8. Corrective actions taken to address enterprise risks, including but not limited to: operational, financial, legal, compliance, regulatory, information technology (“IT”) and IT Security, data privacy, human resources, reputational, strategic, market, security, property, and other risks;
   9. The Company’s data security and privacy programs, including cyber security and procedures regarding management of systemic risk, disaster recovery and business continuity, to ensure that management has established processes to monitor compliance with data security and privacy programs and test preparedness;
   10. Internal or external audits, assessments or reviews of: (1) compliance or risk management matters; and, (2) the Company’s CE and/or RM Programs;
   11. Correspondence and inquiries from enforcement and regulatory agencies;
   12. Audits, reviews and investigations initiated by any enforcement or regulatory agency; and,
   13. The employment or engagement of any person or entity who or which has been excluded, debarred, suspended, or otherwise deemed ineligible to participate in Federal health care, procurement or non-procurement program.

 

5. The Committee shall provide oversight of the Company’s environmental, social and governance (“ESG”) strategy and reporting. Such oversight may include, but is not limited to, Company initiatives relating to corporate social responsibility and the Company’s relationships and visibility as a corporate citizen, both locally where it does business and globally, and making appropriate recommendations to the management team and Board for approval.

 

6. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s Code of Integrity (or any similarly situated and identified Code of Conduct) and adherence to professional integrity, and recommend any proposed changes to the EVPCR and/or Board for approval.

 

7. The Committee shall, at least annually, receive from management, and/or any external counsel or advisors the Committee deems appropriate, briefings on legislative and regulatory developments that may affect the Company’s business.

 

8. The Committee shall review the procedures established by the Company for the receipt, retention, preliminary assessment, and investigation of complaints received by the Company regarding compliance, ethical, and regulatory matters (other than accounting, internal accounting controls or other auditing matters which shall be handled by the Audit Committee of the Board).

 

9. Periodically, the Committee shall convene an executive session with the EVPCR, with no other members of management present, to discuss such matters that the Committee may deem appropriate.

 

10. The Committee shall have such other duties as may be delegated from time to time by the Board.

1. Meetings. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.

 

2. Subcommittees. The Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member).  Any decision and/or finding of a subcommittee shall be presented in a timely manner to the Committee and no later than the next regularly scheduled Committee meeting.

 

3. Reports to Board. The Committee shall report regularly to the Board.

 

4. Charter. At least annually, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. This Charter shall not be amended except upon approval of a majority of the Company’s non-management members of the Board or as otherwise required by law or regulation.

 

5. Advisors. The Committee is authorized, without further action by the Board, to engage such legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.

 

6. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

 

7. Funding. The Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

8. Annual Self-Evaluation. At least annually, the Committee shall evaluate its own performance.

The Audit Committee shall retain all those responsibilities as are outlined in the Audit Committee Charter. As part of its responsibilities, the Audit Committee may receive complaints regarding financial compliance and non-financial compliance matters. The Audit Committee shall retain oversight responsibility for all such financial compliance matters. Oversight of non-financial compliance matters, including those relating to enterprise-wide risks, shall be the responsibility of this Committee.

Nothing in this Charter shall expand the duties and liabilities of any Company directors or officers beyond any duties and liabilities otherwise imposed by law. Notwithstanding the responsibilities and powers set forth in this Charter, the Committee and the Board must rely on the expertise and knowledge of management, including the EVPCR and the Company’s General Counsel and other in-house professionals. Accordingly, it is the responsibility of management of the Company to ensure compliance with applicable laws, rules, and regulations.

The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of R1 RCM Inc. (the “Company”) is to:

• identify individuals qualified to become Board members;
• recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;
• recommend to the Board the directors to be appointed to each committee of the Board;
• develop and recommend to the Board corporate governance guidelines and a Code of Business Conduct and Ethics applicable to the Company and its personnel; and
• oversee the evaluation of the Board.

1. Number. The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.

 

2. Independence. So long as the Company is listed on any national exchange, then except as otherwise permitted by the applicable rules of such national exchange, each member of the Nominating and Corporate Governance Committee shall be independent as defined by such rules.

 

3. Chair. Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote.

 

4. Compensation. The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board.

 

5. Selection and Removal. Members of the Nominating and Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Committee. The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause.

 

The Nominating and Corporate Governance Committee shall discharge its responsibilities and shall assess the information provided by the Company’s management, in accordance with its business judgment.

1. Selection of Director Nominees. Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria and shall follow substantially the same process in considering them, as it does in considering other candidates.

 

2. Criteria for Selecting Directors. The Board is responsible for approving criteria for selecting directors. The Nominating and Corporate Governance Committee shall use such criteria and the principles set forth in the Company’s Corporate Governance Guidelines to guide its director selection process. This criteria shall also reflect factors including but not limited to integrity, leadership and diversity along multiple dimensions, including gender, race, ethnicity, sexual orientation, disability, and professional expertise and experience. In addition, the current composition of the Board should be considered when establishing selection criteria. The Committee shall structure the nomination process to draw from a rigorously diverse pool of qualified candidates. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.

 

3. Search Firms. The Nominating and Corporate Governance Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.

 

4. Selection of Committee Members. The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.

 

Corporate Governance

 

5. Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

 

6. Composition and Function of the Board. The Nominating and Corporate Governance Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

 

Evaluation of the Board; Succession Planning

 

7. Evaluation of the Board. The Nominating and Corporate Governance Committee is responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.

 

8. Management Succession. The Nominating and Corporate Governance Committee shall, at the request of the Board, periodically review and make recommendations to the Board relating to management succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO.

 

Additional Powers

 

9. Additional Powers. The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board.

1. Meetings. The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.

 

2. Subcommittees. The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.

 

3. Reports to the Board. The Nominating and Corporate Governance Committee shall report regularly to the Board.

 

4. Charter. The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

5. Annual Self-Evaluation. At least annually, the Nominating and Corporate Governance Committee shall evaluate its own performance.

1. Equity Awards to Executive Officers.In the event that any members of the Compensation Committee are not “non-employee directors” for purposes of Rule 16b-3, the Section 16 Subcommittee shall approve equity awards under the Company’s equity incentive plans to the Section 16 reporting persons.

 

2. Other Activities.The Section 16 Subcommittee shall perform any other activities consistent with this Charter and as may be delegated to it from time to time by the Compensation Committee or the Board of Directors.

 

1. Meetings.The Section 16 Subcommittee shall meet as often as it deems necessary in order to perform its responsibilities. The Section 16 Committee may also act by unanimous written consent in lieu of a meeting. The Section 16 Subcommittee shall keep such records of its meetings as it shall deem appropriate.

 

2. Subcommittees.The Section 16 Subcommittee may not delegate any of its responsibilities to any member or members of the Board or any other committees of the Board.

 

3. Reports to Board.The Section 16 Subcommittee shall report regularly to the Board.

 

4. Charter.The Section 16 Subcommittee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Compensation Committee for approval.

 

5. Annual Self-Evaluation.At least annually, the Section 16 Subcommittee shall evaluate its own performance.