As Approved by the Board on May 28, 2014


The purposes of the Governance Committee (formerly the Committee on Directors and Corporate Governance) (the "Committee") of the Board of Directors (the "Board") of McKesson Corporation (the "Company") shall be to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, compensation, procedures and committees; to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; to oversee the evaluation of the Board; and to administer the Company's Related Party Transactions Policy.


The Committee shall consist of three or more directors each of whom has been determined, in the business judgment of the Board, to qualify as an independent director ("Independent Director") under (a) the rules of the New York Stock Exchange (the "NYSE Rules"), (b) the Company's Corporate Governance Guidelines, and (c) the categorical standards adopted by the Board in accordance with such Guidelines to assist in determining director independence (the "Categorical Standards"). The Board is responsible for the appointment and removal of Committee members.


The Committee may fix its own rules of procedure, which shall be consistent with the By-Laws of the Company and this Charter. The Committee shall meet at least two times annually or more frequently as circumstances or such rules of procedure as it may adopt require. The Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson.

The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may also delegate matters to a subcommittee of the Committee.

Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a summary description of actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.


A. Board Candidates and Nominees

The Committee shall have the following goals and responsibilities with respect to Board candidates and nominees:
(a)To identify individuals qualified to become Board members, consistent with the Board's criteria for selecting new directors. Such criteria shall include the possession of such knowledge, experience, skills, expertise and diversity as may enhance the Board's ability to manage and direct the affairs and business of the Company, including the ability of committees of the Board to fulfill their duties. The Committee shall also take into account, as applicable, the satisfaction of any independence requirements imposed by law, regulation, the NYSE Rules, the Company's Corporate Governance Guidelines and the Company's Categorical Standards.
(b)To recommend to the Board director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the By-Laws of the Company. Any new candidate proposed by the Committee for election to the Board shall be discussed with and receive concurrence from the Board prior to the Chairman of the Board extending a formal invitation to the candidate to join the Board.
(c)To establish procedures for evaluating the suitability of potential director nominees proposed by the Directors, management or shareholders.
(d)To review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.

B. Board Composition and Compensation

The Committee shall have the following goals and responsibilities with respect to the composition and procedures of the Board as a whole:
(a)To review annually with the Board the size and composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board (i) reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and (ii) contains at least the minimum number of Independent Directors required by the NYSE Rules or such greater number or percentage of Independent Directors as the Board may, from time to time, require after taking into account the Committee's recommendation.
(b)To make recommendations on the frequency and structure of Board meetings.
(c)To review on an annual basis the level and form of non-employee Director compensation and recommend to the Board any changes the Committee considers appropriate.
(d)To make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle.

C. Board Committees

The following shall be the goals and responsibilities of the Committee with respect to the committee structure of the Board:
(a)To review the recommendations of the Lead Independent Director, and following such review, to make recommendations to the Board regarding the size, composition and chair of each standing committee of the Board, including the identification of individuals qualified to serve as members of a standing committee, including the Committee, and to recommend to the Board individual directors to fill any vacancy that might occur on a committee, including the Committee.
(b)To monitor the functioning of the standing committees of the Board and to make recommendations for any changes, including the creation and elimination of any standing or special committees.
(c)To review, in consultation with the Lead Independent Director, annually standing committee assignments, and to report any recommendations to the Board.

D. Corporate Governance

The following shall be the goals and responsibilities of the Committee with respect to corporate governance:
(a)To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, which shall be consistent with any applicable laws, regulations and listing standards. At a minimum, the corporate governance guidelines developed and recommended by the Committee shall address the following:
   i.Director qualification standards. The Committee shall recommend to the Board director qualification standards; and such standards must reflect at a minimum the independence requirements of the NYSE Rules. The Committee shall also recommend to the Board policies regarding director tenure, retirement and succession, and may consider whether it is in the best interest of the Company to limit the number of corporate boards on which a director may serve.
   ii.Director responsibilities.
   iii.Director access to management and, as necessary and appropriate, independent advisors.
   iv.Director compensation, including principles for determining the form and amount of director compensation, and for reviewing those principles at least annually.
   v.Director orientation and continuing education.
   vi.Management succession, including policies and processes for the selection and performance review of the chief executive officer, as well as policies regarding succession of the chief executive officer.
(b)To review periodically, and at least annually, the corporate governance guidelines adopted by the Board to assure that they are appropriate for the Company, and to recommend any desirable changes therein to the Board. In formulating its recommendations pursuant to this Charter, the Committee shall consult with the Chairman of the Board of the Company and the Lead Independent Director.
(c)To develop and recommend to the Board, a policy with respect to transactions in which the Company is a participant and involving directors, nominees for director, executive officers of the Company or holders of more than 5% of the Company's common stock or immediate family members of any such person. The Committee shall be responsible for administering the policy.

(d)To monitor emerging corporate governance trends and oversee and evaluate the Company's corporate governance policies and programs and recommend to the Board such changes the Committee believes necessary or desirable, including to its Certificate of Incorporation, By-Laws and other corporate governance principles.

(e)To review shareholder proposals and recommend to the Board proposed Company responses to such proposals for inclusion in the Company's proxy statement.

(f)To review periodically, but not less than annually, persons serving as Company officers and recommend to the Board elections of persons to serve as Company officers and the identification of such officers who shall be designated as "officers" pursuant to Section 16 of the Securities Exchange Act of 1934 ("Exchange Act") and "executive officers" pursuant to Rule 3b-7 under the Exchange Act.