- 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.
Audit CommitteeMarie L. Knowles, ChairAndy D. BryantWayne A. BuddAlton F. Irby IIICompensation CommitteeJane E. Shaw, ChairM. Christine JacobsDavid M. Lawrence, M.D.Edward A. Mueller Committee on Directors and Corporate GovernanceWayne A. Budd, ChairM. Christine JacobsEdward A. MuellerJane E. Shaw Finance CommitteeAndy D. Bryant, ChairAlton F. Irby IIIMarie L. KnowlesDavid 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.