Cvs/Caremark Corporate Compliance Report
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CVS/Caremark Corporate Compliance Report
MBA560 Enterprise Risk
University of Phoenix
CVS Caremark Corporate Compliance
Introduction
Based in Woonsocket, RI, CVS/Caremark (the “Company” or “CVS”) is a leader in the retail drug industry, operating approximately 6,200 retail and specialty pharmacy stores in 43 states and the District of Columbia. The Company serves the healthcare needs of its customers through its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-based health clinic subsidiary, MinuteClinic; and its pharmacy benefit management, mail order and specialty pharmacy subsidiaries, which comprise the PharmaCare business. Due to the breadth and scope of its businesses, the Company faces a wide range of competitive challenges including, but not limited to, other retail drugstore chains, supermarkets, convenience stores, pharmacy benefit managers and other mail order prescription providers, Internet pharmacies and ambulatory care health providers. A primary component of the Companys human resources strategy to ensure high caliber leadership is the identification, recruitment, development and placement of key management and business talent. The CVS Board of Directors (the “Board”) and executive management team believe that a crucial aspect of executing this strategy is a comprehensive, integrated and straightforward executive compensation platform that provides competitive and differentiated levels of pay based on corporate and individual performance while reinforcing the alignment of executive interests with those of stockholders.
Below is a summary of the committee structure and membership of the CVS Board of Directors. To access the committee charters and read more about the functions of the committees click on the headers in the chart below. To learn more about our Directors, click on the individuals name in the chart.
Chairperson
Member
Financial Expert
Audit Committee
Management Planning and Development Committee
Nominating and Corporate Governance Committee
Edwin M. Banks
C. David Brown II
Edwin M. Crawford
David W. Dorman
Kristen E. Gibney Williams
Roger L. Headrick
Marian L. Heard
William H. Joyce
Jean-Pierre Millon
Terrence Murray
C.A. Lance Piccolo
Sheli Z. Rosenberg
Thomas M. Ryan
Richard J. Swift
The Audit Committee shall consist of at least three members, comprised solely of
independent directors meeting the independence and experience requirements of the New York Stock Exchange. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Audit Committee annually and as vacancies or newly created positions occur. Audit 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 Chairman of the Audit Committee.
Executive Directors
Thomas M. Ryan
President and Chief Executive Officer of CVS Caremark Corporation
Chris W. Bodine
Executive Vice President of CVS Caremark Corporation and President of CVS Caremark Health Services
Larry J. Merlo
Executive Vice President of CVS Caremark Corporation and President of CVS Caremark – Retail
Howard A. McLure
Executive Vice President of CVS Caremark Corporation and President of Caremark Pharmacy Services
David B. Rickard
Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Caremark Corporation
Douglas A. Sgarro
Executive Vice President and Chief Legal Officer of CVS Caremark Corporation and President of CVS Realty Co.
William R. Spalding
Executive Vice President – Strategy and Managed Care of CVS Caremark Corporation
V. Michael Ferdinandi
Senior Vice President – Human Resources and Corporate Communications of CVS Caremark Corporation
Paula A. Price
Senior Vice President, Controller & Chief Accounting Officer of CVS Caremark Corporation