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Nancy-Ann M. DeParle, Fernando Aguirre, C. David Brown II, Alecia A. DeCoudreaux, Roger N. Farah, William C. Weldon
Download Nominating and Corporate Governance
Committee Charter
CVS HEALTH CORPORATION
A Delaware corporation
(the "Company")
Nominating and Corporate Governance Committee
Charter
Approved as of January 19, 2023
Purpose
Membership
Procedures
Authority
Responsibilities
Annex A - Director Qualification Criteria
Purpose
The Nominating and Corporate Governance Committee (the
“Committee”) was created by the Board of Directors of the
Company (the “Board”) to:
- identify individuals qualified to become Board members consistent with
the criteria approved by the Board, and recommend to the Board director
nominees for election at the next annual or special meeting of
shareholders at which directors are to be elected or to fill any
vacancies or newly created directorships that may occur between such
meetings;
- recommend directors for appointment to Board committees;
- make recommendations to the Board as to determinations of director
independence;
- oversee the evaluation of the performance of the Board and its
committees;
- consider matters of corporate governance and to review, at least
annually, the Corporate Governance Guidelines of the Company and oversee
compliance with such Guidelines; and
- review and consider the Company’s policies, practices and goals
relating to sustainability and corporate social responsibility,
charitable contributions, political spending practices and significant
public policy matters.
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 (“NYSE”) and the Securities and Exchange
Commission (the “SEC”) as promulgated from time to time for
membership on a company’s nominating and governance committee. In
consultation with the Chair of the Board, the Board shall recommend nominees
for appointment to the Committee annually and as vacancies or newly created
positions occur. Committee members shall be appointed by the independent
members of the Board and may be removed by the Board at any time. The
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
four times a 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 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,
including without limitation any search firm assisting the Committee in
identifying director candidates. 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:
Board/Committee Nominees
- The Committee shall oversee searches for and identify qualified
individuals for membership on the Company’s Board.
- The Committee shall recommend to the Board criteria for Board and Board
committee membership, including as to director independence, and shall
recommend individuals for membership on the Company’s Board and
its committees. In making its recommendations for Board and committee
membership, the Committee shall:
- review candidates’ qualifications for membership on the Board or a
committee of the Board (including making a specific recommendation as to
the independence of each candidate) based on the criteria approved by
the Board (including those criteria set forth in Annex A) and
taking into account any independence, financial literacy and financial
expertise standards that may be required under applicable law, rules and
regulations, including NYSE and SEC rules; and
- periodically review the composition of the Board and its committees,
including the Chairs of each committee in light of all of the factors
the Committee deems relevant.
Evaluating the Board and Its Committees
- At least annually, the Committee shall lead the Board in a
self-evaluation to determine whether it and its committees are
functioning effectively. The Committee shall oversee the evaluation
process and report on such process and the results of the evaluations,
including any recommendations for proposed changes, to the Board.
- At least annually, the Committee shall review the evaluations prepared
by each Board committee of such committee’s performance and
consider any recommendations for proposed changes to the Board.
- The Committee shall periodically review the size and responsibilities of
the Board and its committees and recommend any proposed changes to the
Board.
Corporate Governance Matters
- The Committee shall develop and recommend to the Board the Corporate
Governance Guidelines for the Company. At least annually, the Committee
shall review and reassess the adequacy of such Corporate Governance
Guidelines and recommend any proposed changes to the Board.
- The Committee shall be responsible for any tasks assigned to it in the
Company’s Corporate Governance Guidelines.
- The Committee shall oversee compliance with the Company’s
Corporate Governance Guidelines and report on such compliance to the
Board. The Committee shall also review and consider any requests for
waivers of the Company’s Corporate Governance Guidelines, and
shall make a recommendation to the Board with respect to such request
for a waiver.
- At least annually, the Committee shall review the responsibilities of
the Board and developments in the corporate governance of public
companies.
- The Committee shall review potential conflicts of interest involving
directors and shall determine whether such director or directors may
vote on any issue as to which there may be a conflict. The Committee
shall also determine whether a conflict may affect a director’s
independence, and take steps to address such a conflict.
- The Committee, or its Chair in exigent circumstances, subject to later
ratification by the full Committee, shall review and approve proposed
new public or private company board memberships and public company audit
committee memberships by the Company’s directors; provided,
however, that approval of private company board memberships shall only
be required where the private company may compete with the Company or
may generate revenue from operations in the same or similar business
lines as the Company.
- The Committee shall periodically review the Company’s Related
Person Transaction Policy and shall review all related person
transactions and determine whether such transactions are appropriate for
the Company to undertake. If so, the Committee is authorized to approve
such transactions in accordance with the Company’s Related Person
Transaction Policy.
- The Committee shall periodically, but not less than annually, review the
Company’s Information Governance Framework, including the
Company’s Privacy and Information Security Programs.
- The Committee shall periodically, but not less than twice annually,
review the cybersecurity aspects of the Company’s Information
Security Program.
- The Committee shall review stockholder proposals received by the
Company, including those relating to public policy issues, and make
recommendations to the Board regarding the Company’s response to
such proposals.
Sustainability and Public Policy Matters
- The Committee shall review and consider the Company’s policies,
practices and goals related to environmental sustainability, community
engagement and significant issues of corporate social responsibility,
including the review of any sustainability or corporate social
responsibility report issued by the Company and the Company’s
progress toward achieving those goals.
- The Committee shall review material developments regarding the laws,
rules and regulations that apply to the Company’s business, as
well as trends in the health care industry.
- The Committee shall review and consider the Company’s policies and
practices (including expenditures) regarding charitable contributions.
- The Committee shall review and consider the Company’s policies and
practices (including its expenditures) regarding political activities,
including political contributions and direct and indirect lobbying.
- The Committee shall review and consider the Company’s policies and
practices regarding significant public policy issues as the Board may
determine from time to time.
Director Orientation and Continuing Education
- The Committee shall oversee the Company’s orientation and
continuing education program for directors.
Reporting to the Board
- The Committee shall report to the Board periodically and at least
annually. These reports shall include a review of any recommendations or
issues that arise with respect to Board or committee nominees or
membership, Board performance, corporate governance or 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
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.
Annex A:
CVS Health Nominating and Corporate Governance
Committee
Director Qualification Criteria
CVS Health Nominating and Corporate Governance Committee
Director Qualification Criteria
In recognition of the fact that the selection of qualified directors is
complex and crucial to the long-term success of the Company, the Nominating
and Corporate Governance Committee (the “Committee”) has
established the following guidelines for the identification and evaluation
of candidates for membership on the Company’s Board of Directors (the
“Board”).
Candidates should be distinguished individuals who are prominent in their
fields or otherwise possess exemplary qualities that will enable them to
effectively function as directors of the Company. While the Committee does
not believe it appropriate at this time to establish any specific minimum
qualifications for candidates, the Committee shall focus on the following
qualities in identifying and evaluating candidates for Board membership:
- Background, experience and skills
- Character, reputation and personal integrity
- Judgment
- Independence
- Diversity
- Viewpoint
- Commitment to the Company and service on the Board
- Any other factor or factors that the Committee may determine to be
relevant and appropriate
Recognizing that the overall composition of the Board is essential to the
effective functioning of the Board, the Committee shall make these
determinations in the context of the existing composition of the Board so as
to achieve an appropriate mix of characteristics. Consistent with this
philosophy, the Committee shall include in each search qualified candidates
who reflect diverse backgrounds, including diversity of gender and race.
In making its determinations, the Committee shall take into account all
applicable legal, regulatory and stock exchange requirements concerning the
composition of the Board and its committees.
The Committee shall review these guidelines from time to time as appropriate
(and in any event at least annually) and modify them as it deems
appropriate.