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Chair Jeffrey R. Balser, M.D., Ph.D.,
Member Alecia A. DeCoudreaux,
Member Nancy-Ann M. DeParle
Member J. Scott Kirby
Member Jean-Pierre Millon,
Member Mary L. Schapiro
Download Health Services and Technology Committee Charter
CVS Health Corporation
A Delaware corporation
(the “Company”)
Health Services and Technology Committee
Approved as of March 21, 2024
Purpose
The purpose of the Health Services and Technology Committee (the “Committee”) is to assist the Board of Directors of
the Company (the “Board”) in its oversight of the Company’s pharmacy and health services strategies and initiatives,
and matters relating to (1) the advancement of quality pharmacy and medical care, patient and colleague safety,
patient experience and clinical practices and policies, (2) the enhancement of access to cost-effective quality
health care, (3) promoting member health and health equity and (4) overseeing matters related to the Company’s
technological and digital innovation and transformation strategies.
Membership
The Committee shall consist of at least three members, comprised solely of independent directors meeting the
independence requirements of the New York Stock Exchange as promulgated from time to time.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
General
The Committee shall have access as it deems appropriate to Company personnel.
The Committee has the sole authority to retain and terminate legal, financial or other advisors that the Committee
may consider necessary, without conferring with or obtaining the approval of management or the full Board.The
Committee has the sole authority to approve all of such advisors’ fees and other retention terms and shall have
available appropriate funding from the Company.The Committee is directly responsible for the appointment,
compensation and oversight of any such advisor’s work.
Delegation
The Committee may delegate its authority to 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, the Committee is
responsible for the following matters:
- The Committee shall review significant pharmacy and health services-related strategies and initiatives of the
Company, and matters concerning efforts to (1) advance the quality of pharmacy and medical care, patient and
colleague safety, patient experience, and clinical practices and policies, (2) enhance access to cost-effective
quality health care, and (3) promote member health and health equity.
- The Committee shall review the Company’s pharmacy and health services strategies and initiatives designed to
foster health care innovation, lower patient costs and to improve the delivery of clinic, in-home, and other
health care solutions.
- The Committee shall review matters and receive reports concerning (1) the Company’s pharmacy and health services
practices, including quality, key clinical trends, priorities and risks; (2) patient and colleague safety and
patient experience; (3) the Company’s health, safety and environment program, and (4) the Company’s
technological and digital innovation and transformation strategies.
- The Committee shall also (i) review the competitive position of the Company’s technology and digital portfolio
and the Company’s technological and digital asset procurement and/or development efforts, and (ii) receive
reports from management regarding significant developments in technologies that may be expected to advance the
Company’s businesses and strategies.
- The Committee shall take such other actions and perform such services as may be referred to it from time to time
by the Board, including the conduct of special reviews as it may deem necessary or appropriate to fulfill its
responsibilities.
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 delivery of quality pharmacy and medical care, patient and
colleague safety, patient experience, clinical practices and policies, member health and health equity, matters
related to the Company’s technological and digital innovation and transformation strategies, 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 this 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.