The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. An independent Board Chairman could also help UnitedHealth (UNH) deal with future headwinds like those that emerged in 2025: UNH faced significant financial setbacks, including cutting and eventually withdrawing its 2025 financial outlook, due to higher-than-expected medical costs, particularly in Medicare Advantage. These issues led to the abrupt resignation of CEO Andrew Witty in May 2025 and a significant drop in the stock price. Senators Ron Wyden and Elizabeth Warren launched a major investigation into UNH?s alleged incentive programs that reward nursing homes for keeping hospitalization rates below a certain threshold, even if it harms vulnerable residents. The U.S. Department of Justice is conducting civil and criminal investigations into UNH for possible Medicare fraud, focusing on whether UNH and its Optum subsidiary inflated the sicknesses of Medicare Advantage members to obtain higher government payments. UNH faced multiple lawsuits, including one from the California Public Employees' Retirement System (CalPERS), which alleged UNH misled shareholders about its illegal billing schemes. Following a major cyberattack in 2024 on its Change Healthcare subsidiary, UNH faced lawsuits from medical providers. The data breach affected over 190 million people. A New York Times investigation revealed UHH had a widespread campaign to suppress negative information, using threats of lawsuits to force news organizations and activists to remove critical reports from Amazon and Vimeo platforms. This drew further public anger following the murder of the UNH CEO in late 2024, which sparked a broader consumer outcry over UNH practices. UNH is facing scrutiny for allegedly steering patients toward its own Optum-owned facilities, a move criticized as anticompetitive. The Federal Trade Commission also sued UNH?s PBM (pharmacy benefit manager) OptumRx over practices that allegedly inflate drug prices. Despite promises to ease prior authorization requirements the American Medical Association reported that little improvement had been seen.