AMN 2018 Proxy Statement

CORPORATE GOVERNANCE By taking an integrated approach that focuses on both opportunities and risks, we believe our ESG efforts to date and evolving CSR strategy going forward allow us to proactively address key reputational and operational risks that threaten the sustainability of our business. The illustration below provides a brief summary of some of the CSR efforts we have undertaken to mitigate ESG risks that are relevant to our business. ENVIRONMENT Water Conservation LEED Certification Solar Parking Canopies ENERGY STAR-Rated Appliances SMART Corporate-Wide Reduction Strategy Scope 2 or 3 GHG emissions Mass Server Reduction & Energy Consumption Motion Sensor Lighting & Bulb Efficiency Preference for Digital vs. Paper 100% Recycled Paper E-Waste through Local Vendors Bloomberg’s Corporate Equality Index Best and Brightest Companies to Work for HRC Corporate Equality Index Achievers 50 Most Engaged Workplaces (4x) 150 Top Places to Work in Healthcare Training Magazine 2017 Training Top 125 List Leading Ethics and Compliance Programs AMN Healthcare Nursing Scholarship Volunteer Time Off Benefit for Employees Separate Chair and CEO Pay Aligned with Performance 100% of Board Committees are Independent Shareholder Right to Call Special Meeting Shareholder Right to Act by Written Consent Proxy Access No Poison Pill Annual Board and Committee Evaluations Majority Voting Standard No Material Audit Control Deficiencies Energy Conservation Paper Conservation Resource Conservation Emission Reduction Bribery & Corruption Retention of Talent Human Rights Equal Opportunity Community Impact Privacy & Cybersecurity CSR EFFORTS & RESULTS KEY ESG RISKS Management Structure Executive Compensation Shareholder Rights Audit Controls ENVIRONMENT SOCIAL SOCIAL GOVERNANCE GOVERNANCE Our Board’s Role in Risk Oversight The Board, as a whole, is responsible for overseeing our risk exposure as part of determining a business strategy that generates long-term shareholder value. The Board shapes our enterprise-wide risk capacity, appetite and tolerance levels that provide the foundation for our overall business strategy and direction. The Board recognizes that risk mitigation not only preserves value, but also, when managed appropriately, creates value and opportunity. Indeed, purposeful and appropriate risk-taking in certain areas is important for us to be competitive and to achieve our long-term goals. Accordingly, the Board has implemented a comprehensive risk governance framework in which it regularly identifies key risks that face our Company and carefully considers our risk appetite for each issue. Through our enterprise risk management program, the Board and Executive Management balance the opportunities and threats to our business and consider the steps we are willing to take to capitalize on any business opportunities while mitigating against the key risks identified. As part of our annual strategic planning process, we maintain an Enterprise Risk Management Committee that assists the Board in identifying key risks. We typically focus on five to seven risks annually, which may relate to, among other things, business operations, competitive 18 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement CSREFFORTS&RESULTSENVIRONMENTLEEDCertificationSolarParkingCanopiesENERGYSTAR-RatedAppliancesSMARTCorporate-WideReductionStrategyScope2or3GHGemissionsMassServerReduction&EnergyConsumptionMotionSensorLighting&BulbEfficiencyPreferenceforDigitalvs.Paper100%RecycledPaperE-wastethroughLocalVendorsSOCIALBloomberg’sCorporateEqualityIndexBestandBrightestCompaniestoWorkforHRCCorporateEqualityIndexAchievers50MostEngagedWorkplaces(4x)150TopPlacestoWorkinHealthcareTrainingMagazine2017TrainingTop125ListLeadingEthicsandComplianceProgramsAMNHealthcareNursingScholarshipVolunteerTimeOffBenefitforEmployeesGOVERNANCESeparateChairandCEO100%ofBoardCommitteesareIndependentPayAlignedwithPerformanceShareholderRighttoCallSpecialMeetingShareholderRighttoActbyWrittenConsentProxyAccessNoPoisonPillAnnualBoardandCommitteeEvaluationsMajorityVotingStandardNoAuditControlDeficiencies