Changes represent first in a series of modifications based on shareholder engagement
SAN FRANCISCO, Calif., January
21, 2014 –
McKesson Corporation (NYSE: MCK) today announced that its Board of Directors has
implemented the first phase of a number of changes to the Company’s governance guidelines
and compensation policies for fiscal 2014. The Board will continue to review McKesson’s
corporate governance and compensation practices in response to shareholder
input and evaluate additional changes that increasingly align the interests of
the corporation and its investors.
“The views of our shareholders
are extremely important to us and we continually evaluate the feedback we
receive,” said Edward A. Mueller, Lead Independent Director. “As a result of our
ongoing review of our governance and compensation practices, and feedback we
received from our largest institutional investors, labor union funds, pension
funds and our proxy advisors in connection with the Company’s 2013 annual
meeting of shareholders, the Board of Directors is implementing the first of several
changes to address shareholder concerns.”
Corporate
Governance
The Board diligently
exercises its oversight responsibilities with respect to the Company’s business
and affairs. Each year, the Board and its committees review the Company’s
current corporate governance practices, the corporate governance environment
and current trends, and update as appropriate their written charters and
guidelines to ensure the Company remains current with best practices. McKesson today
announced the following changes to its Corporate Governance Guidelines and the
composition of its standing committees.
The
Board approved additional duties and powers of the Board’s Lead Independent
Director to include a number of important new responsibilities and authorities.
Among other responsibilities, the Lead Independent Director’s duties and powers
now include the following:
- Lead the Board’s annual evaluation of directors and the chief executive
officer (“CEO”);
- Lead the Board’s annual evaluation of the CEO succession process, carry
out the responsibilities of the Lead Independent Director specified in the
Company’s CEO Absence Event Management Process, and upon the occurrence of a
temporary or permanent incapacity or disability or other similar temporary or
permanent absence of the Chairman of the Board (the “Chairman”), assume the
day-to-day duties and authorities of the Chairman on an interim basis;
- Recommend to the Committee on Directors and Corporate Governance
membership of various Board committees, as well as selection of committee
chairs;
- Retain, or recommend retention of, independent legal, accounting,
consulting and other advisors; and
- Assist in assuring compliance with, and implementation of, the Company’s
Corporate Governance Guidelines.
The
Board also adjusted the composition of the Board’s standing committees to bring
new perspectives while preserving expertise that has guided the Company’s
outstanding financial performance over the past decade. The new committee assignments are as follows:
Audit Committee
Marie L. Knowles, Chair
Andy D. Bryant
Wayne A. Budd
Alton F. Irby III
Compensation Committee
Jane E. Shaw, Chair
M. Christine Jacobs
David M. Lawrence, M.D.
Edward A. Mueller
Committee on Directors and Corporate Governance
Wayne A. Budd, Chair
M. Christine Jacobs
Edward A. Mueller
Jane E. Shaw
Finance Committee
Andy D. Bryant, Chair
Alton F. Irby III
Marie L. Knowles
David M. Lawrence, M.D.
In
connection with the non-binding 2013 compensation clawback shareholder proposal,
the Board’s Compensation Committee and the Company’s management team undertook
a detailed evaluation of the Company’s Compensation Recoupment Policy and
engaged in constructive discussions with a number of the Company’s
shareholders, including the proponents of the 2013 proposal. As result, the Compensation Committee revised
the Company’s Recoupment Policy, effective January 1, 2014, to fully implement
the terms of the proposal.
The
revised Recoupment Policy reflects two significant changes. First, the
Compensation Committee removed the condition that the misconduct had to be
intentional, or that the negative revision to a financial or operating measure
had to be material, before the Compensation Committee could claw back incentive
compensation. Second, the Recoupment
Policy now requires the Company to publicly disclose the results of any
deliberations about whether to recoup compensation from an executive officer
under the policy, unless, in individual cases and consistent with any legally
mandated disclosure requirements, the Board or the Compensation Committee
concludes that legal or privacy concerns would prevent such disclosure.
About McKesson Corporation
McKesson Corporation,
currently ranked 14th on the FORTUNE 500, is a healthcare services and
information technology company dedicated to making the business of healthcare
run better. McKesson partners with payers, hospitals, physician offices,
pharmacies, pharmaceutical companies and others across the spectrum of care to
build healthier organizations that deliver better care to patients in every
setting. McKesson helps its customers improve their financial, operational, and
clinical performance with solutions that include pharmaceutical and
medical-surgical supply management, healthcare information technology, and
business and clinical services. For more information, visit www.McKesson.com.
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