Our opioid response: Governance

Our Board is committed to ensuring that we are developing solutions to prescription opioid abuse through expanded education, safe prescription drug disposal, utilization management, funding for treatment and recovery programs and advocating for legislative and regulatory changes. Within the Board, the Audit Committee, Medical Affairs Committee, the Nominating and Corporate Governance Committee and the Management Planning and Development Committee each play a significant role in the Board’s oversight efforts.

Audit Committee

Our Audit Committee oversees our compliance program, which includes matters related to our anti-diversion program, suspicious order monitoring and other controls related to opioid misuse and abuse. The Audit Committee also reviews matters related to compliance with federal health care program requirements and oversaw compliance with our Corporate Integrity Agreement, or CIA. In January 2022, the Committee provided the final required annual certification of compliance with the Company’s 2016 CIA, which related to our institutional pharmacy services (long-term care) operations, and to conduct that occurred prior to our August 2015 acquisition of Omnicare.

The General Counsel also provides regular reports to the Audit Committee about litigation and investigations, which include significant government investigations, regulatory and legal matters related to prescription opioid misuse and abuse. The Chief Compliance Officer provides regular reports to the Audit Committee regarding compliance matters related to opioids. The General Counsel has regularly updated the Audit Committee and the Board on the Multi-District Litigation in the U.S. District Court of the Northern District of Ohio and other opioid-related matters. The General Counsel and other members of senior management participate in these reports to the Audit Committee and the Board, as appropriate.

Medical Affairs Committee

The Medical Affairs Committee oversees the Company’s medical- and pharmacy-related strategies and initiatives, including programs related to combatting prescription opioid abuse.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for oversight of our corporate governance matters, including review and consideration of our public policy and government affairs practices, policies and practices on issues relating to corporate social responsibility and other significant public policy issues.

Management Planning and Development Committee

The Management Planning and Development Committee oversees our compensation and benefits policies and programs, including the performance of designated senior executives and our Chief Executive Officer. As part of its review, the Management Planning and Development Committee performs a comprehensive assessment of all major components of our compensation programs, including our recoupment policy. Since 2009, we have maintained a recoupment policy that applies to all annual and long-term incentive awards granted to executive officers. The policy applies in cases where financial or operational results used to determine an award amount are meaningfully altered based on fraud or material financial misconduct. In March 2019, we amended our recoupment policy to further increase transparency. The amendment requires us to publicly disclose the circumstances of any recoupment from any executive officer to the extent the underlying event has already been publicly disclosed, would not violate applicable law or is likely to result in litigation, investigation or proceedings against us.

Information about the Board, its Committees, including membership and charters, can be found on the Investor Relations site and in the 2022 Proxy Statement (PDF).

Read more information on our comprehensive opioid action plan