Public Policy and External Affairs Committee

​ Chair Anne M. Finucane, ​ Member C. David Brown II, ​ Member Roger N. Farah, ​ Member J. David Joyner, ​ Member Leslie V. Norwalk,
​ Member Larry Robbins

Download Public Policy and External Affairs Committee Charter

CVS HEALTH CORPORATION

A Delaware corporation
(the "Company")

Public Policy and External Affairs Committee Charter

Approved as of November 19, 2025

Purpose

The purpose of the Public Policy and External Affairs Committee (the “Committee”) is to assist the Board of Directors of the Company (the “Board”) in its oversight and review of (a) the Company’s external positioning with respect to public policy-related matters, including material developments regarding the laws, rules and regulations that apply to the Company’s business, (b) the Company’s policies and practices related to political activities and significant public policy issues and (c) the Company’s key reputation management initiatives, including with respect to the Company’s efforts to simplify the health care experience and drive positive change in the health care industry.

Membership

The Committee shall consist of at least three members and may include both independent and non-independent directors. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, but not less frequently than three times per year. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter. The Committee shall maintain minutes of its meetings and make available copies of such minutes to the Board. The Secretary of the Company shall maintain copies of all minutes as permanent records of the Company.

Authority

The Committee shall have access as it deems appropriate to Company management and personnel. The Committee may delegate its authority to one or more subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.

Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, including the conduct of special reviews as may be necessary or appropriate to fulfill its responsibilities, the Committee is responsible for the oversight and review (in all cases to the extent practicable) of the following matters:

  • the Company’s external positioning with respect to public policy-related matters, including material developments regarding the laws, rules and regulations that apply to the Company’s business, and political, economic and legal trends and public policy issues that affect or could affect the Company’s business activities, performance, public image, brand and reputation;

  • the Company’s policies and practices related to political activities and significant public policy issues, including political contributions and direct and indirect lobbying;

  • the Company’s policies and practices (including expenditures) regarding charitable contributions; and

  • the Company’s key reputation management initiatives, including with respect to the Company’s efforts to (i) simplify the health care experience and drive positive change in the health care industry; (ii) strengthen and protect a mission-oriented, healthy and valuable brand and reputation and (iii) advance alignment between public policy and the Company’s cultural values and character and business strategy.

Reporting to the Board

  • The Committee shall report to the Board periodically and at least annually. These reports shall include a review of any issues that arise with respect to the Committee’s roles and responsibilities and any other matters that the Committee deems appropriate or is requested to be included by the Board.

  • At least annually, the Committee shall evaluate its own performance and the Chair of the Committee shall report to the Board on such evaluation.

  • The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval.