This excerpt taken from the CVS DEF 14A filed Mar 25, 2005.
During 2004, there were eight meetings of the Board of Directors of CVS. All eight of our non-management directors at the time of the Companys 2004 annual meeting of stockholders attended the meeting. Under the Companys corporate governance guidelines, directors are expected to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company. Directors are expected to make every effort to attend the annual meeting of stockholders, all Board meetings and the meetings of the committees on which they serve. Each director attended at least 75% of the meetings of the Board and of committees of which he or she was a member.
One Board meeting was our annual meeting of non-management directors. The non-management directors also regularly hold executive sessions during which the Companys management does not participate. The Chairs of the Audit, Management Planning and Development and Nominating and Corporate Governance Committees, respectively, act as presiding director at meetings or executive sessions of non-management directors (or parts thereof) on a rotating basis.