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.
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