AMN 2018 Proxy Statement

CORPORATE GOVERNANCE CORPORATE GOVERNANCE Overview of Our Corporate Governance Program Our Board and executive leaders are stewards of the interests of our shareholders and believe that strong and effective corporate governance is essential to our success. A cornerstone of our corporate governance program is transparent disclosure to our shareholders on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, a comprehensive enterprise risk management program, an ongoing shareholder engagement program, sound financial and legal compliance functions and a commitment to responsibility. Our holistic strategy focuses on delivering long-term shareholder value and has been recognized as producing the highest standards of governance. The following chart highlights the key aspects of our corporate governance program. Board Composition Shareholder Rights Key Policies Company Strategy Recognition ✓ 88% of Board is Independent ✓ Shareholder Right to Call a Special Meeting with No Material Restrictions ✓ Pay-For-Performance Executive Compensation Philosophy ✓ Five Year Strategic Growth Plan to Expand Workforce Solutions ✓ #11 of Fortune 100 Fastest Growing Companies (2017) ✓ Independent Board Chairman ✓ Proxy Access ✓ Stock Ownership Guidelines ✓ Defined and Transparent Long-Term Financial Targets ✓ Bloomberg Gender- Equality Index (2017) ✓ Independent Audit, Governance and Compensation Committees ✓ Annual Election of Directors & No Staggered Board ✓ Anti-Hedging Policy ✓ Recognized Leader and Innovator in Healthcare Workforce Solutions ✓ Human Rights Campaign Corporate Equality Index (2018) ✓ Engaged & Diverse Board with 25% Female Directors ✓ Majority Voting in Uncontested Elections ✓ Formal Shareholder Engagement Program ✓ Corporate Social Responsibility Report ✓ Largest Healthcare Staffing Firm in the U.S. Staffing Industry Analysts (2017) ✓ Annual Board & Committee Evaluations ✓ Shareholder Right to Act by Written Consent ✓ Clawback Policy ✓ Active Enterprise Risk Management Program ✓ The Achievers 50 Most Engaged Workplaces (2016) ✓ Two “Financial Experts” on the Audit Committee ✓ No Poison Pill in Effect ✓ Anti-Pledging Policy ✓ Annual Ethics & Engagement Survey ✓ NYSE Governance, Risk and Compliance Leadership Awards (2015) In addition to the highlights summarized above, we regularly review, benchmark and update our current corporate governance policies and procedures to ensure best practices. Below are some examples of recent steps we have taken as a result of our efforts to continually evolve our governance program to reflect best practices. • In 2016, we instituted a formal shareholder corporate governance outreach program to elicit the views of our investors on matters that interested them. As a foundational element to this program, the Board adopted a policy on shareholder engagement, which we have continued to build on in 2017. • In 2017, we amended the Company’s Bylaws to implement “proxy access,” which allows a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding Common Stock for at least three years, to nominate and include in the our annual meeting proxy materials, directors constituting the greater of two individuals or 20% of the Board. Our engagement with shareholders in 2016 and 2017 played a significant role in our Board’s decision to adopt proxy access. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 15