CHARTER OF THE
NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
The Board of Directors of Caremark Rx, Inc. (the "Company") has constituted and established a Nominating and Governance Committee (the "Committee") with authority, responsibility and specific duties as described in this Charter.
The primary purposes and responsibilities of the Committee are to assist the Board in fulfilling its oversight responsibilities with respect to (i) identification of individuals qualified to become Board members, consistent with the criteria set forth herein or otherwise approved by the Board of Directors, and recommendation of director nominees to the Board of Directors prior to each annual meeting of shareholders; (ii) developing and recommending to the Board of Directors any revisions to the Company's Corporate Governance Guidelines; and (iii) leadership of the Board's annual evaluations of the performance of the Board and its committees and senior management.
Members of the Committee and its Chairman shall be appointed annually by the Board of Directors, and may be removed from the Committee by the Board in its discretion. The Committee shall be comprised of three or more directors as determined by the Board. Such members shall meet the requirements for "independent" pursuant to the New York Stock Exchange Rules and shall meet the requirements for "non-employee directors" pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
The Committee may, if appropriate, create and delegate its responsibilities to subcommittees.
III. Meetings and Reports to the Board
The Committee shall hold at least two regular meetings each year and such special meetings as it may find appropriate. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following each Committee meeting, accompanied by any recommendations to the Board of Directors approved by the Committee.
IV. Duties and Responsibilities
The Committee's primary duties and responsibilities are to effect the purposes set forth in this Charter. In carrying out its responsibilities, the Board of Directors has determined that the policies and procedures of the Committee should remain flexible, in order to best react to changing circumstances or conditions and to ensure to the Board and shareholders that the nominating and governance practices of the Company are in accordance with all legal and regulatory requirements and best practices.
To fulfill its duties and responsibilities the Committee shall:
In fulfilling its duties and responsibilities, the Committee shall have the authority to obtain advice and assistance from such consultants, accountants, counsel and other advisors as it may deem appropriate, without obtaining any approval of the Board of Directors or management, and the Company shall provide funding for the payment of compensation to such consultants, accountants, counsel and advisors, as reasonably determined by the Committee. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent accountants to attend any meeting of the Committee or to meet with any members of, or advisors to, the Committee.