Cvs/Caremark Corporate Compliance Report

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 Company's 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 individual's 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. http://media.corporate-ir.net/media_files/irol/99/99533/corpgov/audit.pdf

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