This excerpt taken from the CVS DEF 14A filed Mar 24, 2006.
Progress Begins with One Step
It is important to take one step forward in our corporate governance and adopt the above RESOLVED statement since our 2005 governance standards were not impeccable. For instance in 2005 it was reported (and certain concerns are noted):
D in Overall Board Effectiveness.
D in Board Composition.
D in CEO Compensation.
D in Takeover Defenses.
Overall Governance Risk Assessment = High
1) Stanley Goldstein due to his involvement with Footstar, Inc. filed for Chapter 11 bankruptcy.
2) Marian Heard due to her involvement with the FleetBoston board, which approved a major round of executive rewards even as FleetBoston was under investigation by regulators for multiple instances of improper activity.
3) Terrence Murray For the same reason as Ms. Heard.
4) Thomas Ryan For the same reason as Ms. Heard and Mr. Murray.
With the above room for improvement it is important to take one-step forward and make our Board more accountable by adopting an independent board chairman requirement.