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In January 2009, our Board of Directors adopted the most recent version of our Corporate Governance Guidelines, which meets or exceeds the listing standards adopted by the New York Stock Exchange (NYSE).

Our Corporate Governance Policies

  • Annual election of all directors
  • Conflict of Interest Policy with annual certification
  • Majority voting for uncontested director elections
  • Stock ownership guidelines for all directors and officers
  • Insider Trading Policy with annual certification
  • All stock-based incentive plans have shareholder approval
  • Stockholders ratify auditors
  • Lead independent director
  • Comprehensive Code of Corporate Conduct
  • Ethics Hotline

Board Independence

According to our Corporate Governance Guidelines, the majority of directors must meet the NYSE Bright Line requirements for independence as well as our own categorical standards for director independence. The Board determines the independence of each director in March of each year and will re-evaluate those determinations as needed during the year. This year, 11 of the 12 directors on our Board were determined to be independent. Only directors determined by the Board to meet independent standards serve on the Board’s Audit, Nominating and Corporate Governance, and Management Planning and Development Committees.

Board Attendance

Directors are expected to attend Board and their respective Committee meetings, as well as the annual meeting of stockholders. In 2008, each Director attended at least 75 percent of the Board and Committee meetings of which he or she was a member, with an overall attendance record of 98 percent.

Director Orientation and Continuing Education

All new Directors are strongly encouraged to participate in our Director orientation program and receive a comprehensive briefing on the company, its operations and policies. Ongoing learning opportunities are also available to all Directors. The Nominating and Corporate Governance Committee oversees the orientation and continuing education program for Directors.

Lead Director

Our Board believes that, while all Directors are elected by stockholders and all have an equal voice, it is in the best interests of the company for the Board of Directors to have an independent, non-management Lead Director. The role of Lead Director is independent and separate from the position of Chairman of the Board. The Lead Director presides over meetings of the Board at which the Chairman is not present; has the authority to call and lead non-management Director and independent Director sessions; facilitates communication between the Chairman and independent Directors; and advises the Chairman of the Board’s informational needs, meeting agendas and meeting schedules.

Stockholder Proposals

In accordance with Securities and Exchange Commission (SEC) rules, we reprint properly submitted stockholder proposals and supporting statements, as they were submitted to us, in our annual proxy statement. Once filed, we look to establish a dialogue with the filing parties in order to better understand their concerns. We note that among S&P 500 companies and at CVS Caremark, an increasing number of stockholder proposals have been filed in recent years.