This excerpt taken from the CVS DEF 14A filed Mar 25, 2005.
Under the Companys corporate governance guidelines, the Nominating and Corporate Governance Committee recommends to the Board criteria for Board membership, and recommends individuals for membership on the Companys Board of Directors. Criteria used by the Committee in nominating directors are found in the Nominating and Corporate Governance Committee charter. A copy of Annex A to said charter, the Director Qualification Criteria, is attached to this proxy statement as Exhibit A. When considering current directors for re-nomination to the Board, the Committee takes into account the performance of each director. The Committee also reviews the composition of the Board in light of the current challenges and needs of the Board and the Company, and determines whether it may be appropriate to add or remove individuals after considering, among other things, the need for audit committee expertise and issues of independence, judgment, diversity, age, skills, background and experience. As desired, the Committee may confer with the Chairman of the Board and other directors as to the foregoing matters.
While there are no formal procedures for stockholder recommendations, the Committee will consider nominees recommended by stockholders that meet the stated criteria. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Companys Corporate Secretary or any member of the Nominating and Corporate Governance Committee in writing with whatever supporting material the stockholder considers appropriate prior to the deadline set forth in Stockholder Proposals for our Annual Meeting in 2006 on page 32.
In September 2004, Alfred J. Verrecchia, President and Chief Executive Officer of Hasbro, Inc., a toy and game manufacturer, was elected to the Companys Board of Directors by the members of the Board to fill the vacancy following the death of our director, Mr. Terry Lautenbach, in June 2004. Thomas M. Ryan, the Companys Chief Executive Officer, President and Chairman, initially identified Mr. Verrecchia to the Nominating and Corporate Governance Committee as a potential candidate for election. The Nominating
and Corporate Governance Committee then reviewed Mr. Verrecchias qualifications against the criteria set forth above and in Exhibit A to this proxy statement and recommended Mr. Verrecchias election.
The retirement age for directors is 70. The Companys Corporate Governance Guidelines provide that no director who is or would be over the age of 70 at the expiration of his or her current term may be nominated to a new term, unless the Board waives the retirement age for a specific director in exceptional circumstances. Such a waiver has been granted with respect to Mr. Stanley Goldstein, former Chairman and Chief Executive Officer and one of the Companys founders, who is currently 70, and Dr. William Joyce, chairman of the Companys Audit Committee, who will turn 70 in December of this year. The Board considered waivers of the retirement age in each of these cases appropriate and in the best interests of the Company in light of the experience and exceptional expertise of these individuals.