The corporate governance mission of PharMerica Corporation (the "Company") is to maximize stockholder value while operating in accordance with the law and a high set of ethical standards. Ultimately, the corporate authority to carry out this mission rests with the Company's board of directors (the "Board"), as the representative of the stockholders. While the Board delegates authority to management to implement the Company's mission on a day-to-day basis, the Board retains primary responsibility over the governance of the Company. Specifically, the Board will retain the authority to: (i) recommend candidates to the stockholders for election to the Board; (ii) select and evaluate the CEO; (iii) oversee the Company's succession plan; (iv) determine senior management compensation; (v) ensure the existence of adequate systems, procedures and controls; and (vi) assist in the approval of a financial operating plan and strategic direction. Additionally, the Board provides advice and counsel to senior management.
Requirements for Communications with the Board of Directors
Communications to the Directors must be in writing and sent Certified Mail to the Board of Directors c/o the Chief Financial Officer to the Company's headquarters address (1901 Campus Place Louisville, KY 40299, 502.627.7000)
All communications must be accompanied by the following information:
- if the person submitting the communication is a stockholder, a statement of the type and amount of shares of the Company that the person holds;
- if the person submitting the communication is not a stockholder and is submitting the communication to the non-management Directors as an interested party, the nature of the person's interest in the Company;
- any special interest, meaning an interest not in the capacity of a stockholder of the Company, of the person in the subject matter of the communication; and
- the address, telephone number and e-mail address, if any, of the person submitting the communication.
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