AMN 2018 Proxy Statement

CORPORATE GOVERNANCE AUDIT COMMITTEE Our Audit Committee Charter, which is reviewed annually and was last amended in September 2016, sets forth the duties of the Audit Committee. Generally, the Audit Committee is responsible for, among other things, overseeing our financial reporting process. In the course of performing its functions, the Audit Committee as provided by our Audit Committee Charter: (1) reviews our internal accounting controls and audited financial statements, (2) reviews with our independent registered public accounting firm the scope of its audit, its audit report and its recommendations, (3) considers the possible effect on the independence of such firm in approving non-audit services requested of it, (4) reviews disclosures made by our CEO and CFO in connection with the certification of our periodic reports, (5) reviews and discusses with management the Company’s process to manage our major risk exposures and the steps taken to monitor, control and manage such exposures, and (6) appoints our independent registered public accounting firm, subject to ratification by our shareholders. CORPORATE GOVERNANCE COMMITTEE Our Corporate Governance Committee Charter, last amended in December 2017, sets forth the duties of the Corporate Governance Committee. Generally, the Corporate Governance Committee: (1) identifies and recommends qualified individuals with diverse backgrounds and experiences to become members of the Board, (2) evaluates periodically the Code of Business Conduct, the Financial Officers Code of Ethics and the Guidelines, (3) reviews the Board’s performance on an annual basis, (4) reviews and evaluates succession planning for the CEO and other members of our executive management team, (5) recommends potential successors to the CEO, oversees our shareholder engagement program as it relates to corporate governance issues and considers feedback provided by our shareholders, and (6) reviews and discusses with our executive team relevant quality metrics, compliance with certification standards and related laws and regulations as well as our enterprise risk management process relating to the quality of our services. With respect to director nominee procedures, the Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or shareholders or it may choose to engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Corporate Governance Committee considers the qualifications set forth in our Guidelines, including judgment, business and management experience (including financial literacy), leadership, strategic planning, reputation for honesty and integrity, diversity and independence from management. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, experience, background and personal characteristics of the Board. The Corporate Governance Committee may engage a third party to conduct or assist with the evaluation. Ultimately, the Corporate Governance Committee seeks to recommend to the Board those nominees whose specific qualities, experience and expertise will augment the current Board’s composition and whose past experience evidences that they will (1) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties, (2) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations, and (3) adhere to our Code of Conduct and Ethics. The Corporate Governance Committee considers shareholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in the Bylaws. To have a nominee considered by the Corporate Governance Committee for election at the 2019 Annual Meeting of Shareholders, a shareholder must submit the recommendation in writing to the attention of our Secretary at our corporate headquarters no later than January 18, 2019 and no sooner than December 19, 2018. Any such recommendation must include the information set forth on Exhibit A to this proxy statement (page A-1). Once we receive the recommendation, we will deliver to the shareholder nominee a questionnaire that requests additional information about his or her independence, qualifications and other matters that would assist the Corporate Governance Committee in evaluating the shareholder nominee, as well as certain information that must be disclosed about him or her in our proxy statement or other regulatory filings, if AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 23