Good governance We know that good corporate governance advances trust among our shareholders, business partners and employees, promotes transparency in our company, and contributes to sustainable growth. We are committed to continually assessing our corporate governance policies and structures to incorporate best practices and believe a balanced corporate governance approach strengthens confidence in our company — both in the capital markets and among the public. We recently enhanced our Political Engagement and Lobbying Policy which now includes, on an annual basis, additional disclosures regarding our lobbying activities. Corporate governance guidelines Our Corporate Governance Guidelines set forth our Board’s goal of building long-term value for our stockholders and are consistent with NYSE listing requirements. Our Guidelines call for the Board to monitor the performance of our company, including with respect to ESG matters. Our Guidelines include: • Director qualification standards • Access to management and independent advisors • Compensation • Director orientation • Continuing education • Management succession Shareholder rights Our Guidelines also establish certain rights for shareholders. These include, but are not limited to: • Proxy access: A group of no more than 20 of our shareholders holding at least 3% of the company’s stock for at least three years can nominate director candidates to fill up to 20% of available Board seats • Right to call special meetings: we also allow record holders who have held at least 15% of our outstanding shares for at least one year to call a special meeting of stockholders • Poison pill: our governance documents do not include “poison pill” provisions to deter an acquisition or takeover of the Company • Supermajority voting: we eliminated supermajority voting requirements for shareholders to amend governing documents. We now have a majority voting standard for uncontested director elections. Introduction Stories Employees Access Equity Climate Operations >Table of Contents | 53 FY21 Impact Report
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