MCKESSON CORP
For the period ended Jul 31, 2024. Filed Jun 21, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 31, 2024 · Filed Jun 21, 2024
Contents
Evaluating Board Composition, Performance and Effectiveness
Item 1. Election of Directors
Evaluating Board Composition, Performance and Effectiveness
Board evaluations play a critical role in assessing the effective functioning of our Board. The directors or a third-party evaluator conducts an annual evaluation to consider where the Board functions most effectively, and more importantly, to identify areas in which they believe the Board can make a better contribution to the Company. The core elements of our Board’s evaluation process include the following:
| Establish AnnualWorkplan | Conduct AnnualReview | Director Self-Assessments |
|---|---|---|
| Report to Board | Independent Chair Conversations | Enhancements |
| 1 | Establish Annual Workplan | •Our Governance and Sustainability Committee leads the evaluation of the Board and the performance of the Independent Chair of the Board. Each committee is responsible for evaluating its own performance and determining their workplan for the following year. The Governance and Sustainability Committee also establishes a workplan for the Independent Chair and Board, and it reviews periodically the Board’s evaluation process and makes enhancements based on the Company’s evolving business strategies and risks. |
| 2 | Conduct Annual Review | •Each committee annually evaluates its performance against pre-established workplan items. |
| 3 | Director Self-Assessments | •A director self-assessment is disseminated and used as a discussion guide for directors to use in reflecting upon their own performance as a director and overall Board dynamic. |
| 4 | Enhancements | •For FY 2023, an independent third-party facilitator conducted the Board evaluation and provided feedback on Board effectiveness and strengthening Board oversight. |
| 5 | Independent Chair Conversations | •Our Independent Chair also speaks to directors individually. The Governance and Sustainability Committee uses the results of individual director conversations as part of the nomination process for the next annual meeting. |
| 6 | Report to Board | •As a result of its evaluation process, the Board has enhanced its processes in the following areas over the past year:•Board Refreshment •Oversight of Strategy and Risk•Oversight of Cybersecurity and Technology |
| 2024 Proxy Statement | 25 |
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