SAN FRANCISCO--(BUSINESS WIRE)--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.
Compensation
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.
