Corporate Governance Guidelines - Bristol Myers Squibb

Corporate Governance Guidelines

We believe that operating the company in a reliable, efficient, transparent and ethical manner enhances our ability to foster sustainable growth and create value for our stockholders. 

Download Corporate Governance Guidelines (PDF)

Corporate Governance Guidelines

Composition and structure of the board

1. Size of the Board

2. Board membership criteria

3. Selection of new directors

4. Unsuccessful incumbent directors in elections

5. Independent directors

6. Chairman of the Board

7. Lead Independent Director

8. Directors who change their present job responsibility

9. Limits on other directorships

10. Term limits

11. Board compensation

12. Stock ownership requirement

13. Retirement age

Board responsibilities

1. Duties of directors

2. Director orientation and continuing director education

3. Evaluating the Board's performance

4. Compliance,ethics and conflicts of interest

Board meeting procedures

1. Frequency of meetings

2. Selection of agenda items for board meetings

3. Board materials distributed in advance

4. Executive sessions of independent directors

Involvement of senior management

1. Attendance of non-directors at Board meetings

2. Board access to management and outside advisors

Committee matters

1. Number, structure and independence of committees

2. Assignment of committee members

3. Committee chairs

4. Frequency and length of committee meetings

5. Committee agendas

Leadership development

1. Annual evaluation of the Chief Executive Officer

2. Approving CEO compensation

3. Succession planning and management development

Periodic review

1. The Committee on Directors and Corporate Governance

Governance resources

View and download governance documents

Our board members

View board member bios and contact information

Our principles

Read and review our Codes of Conduct

Contact our directors

Contact our directors with governance questions