CHARTER OF THE
FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
McKESSON CORPORATION
As Adopted by the Board on April 26, 2023
I. PURPOSE OF THE COMMITTEE
The purposes of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of McKesson Corporation (the “Company”) shall be to provide advice and counsel to management regarding the Company’s capital structure and other issues of financial significance as more fully described below.
II. COMPOSITION OF THE COMMITTEE
The Committee shall be comprised of three or more directors a majority of whom has been determined, in the business judgment of the Board, to qualify as an independent director (“Independent Director”) under (a) the rules of the New York Stock Exchange and (b) the Company's Corporate Governance Guidelines.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee may fix its own rules of procedure, which shall be consistent with the By-Laws of the Company and this Charter. The Committee shall meet at least two times annually or more frequently as circumstances may require. The Board may designate one member of the Committee as its Chair and in the absence of any such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chair.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a summary description of actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company. In lieu of a meeting, the Committee may also act by unanimous written consent resolution.
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually conduct a self-assessment and report the results to the Board.
IV. COMMITTEE RESPONSIBILITIES
- Review, not less than annually, the Company’s dividend policy and recommend any changes therein to the Board.
- Review, not less than annually, and assess the adequacy of, the Company’s insurance programs including, but not limited to, its directors and officers liability coverage and report its conclusions to the Board.
- Review with management the long-range financial policies and objectives of the Company.
- Provide advice and counsel to management on the financial aspects of significant acquisitions and divestitures, major capital commitments, proposed financings and other significant transactions of a financial nature, and review annually an acquisition and capital projects post-completion assessment.
- Review and make recommendations concerning significant changes in the capital structure of the Company, including plans or programs for the repurchase or redemption of Company securities.
- Review, from time to time as necessary, the tax policy utilized by management on behalf of the Company.
- Review and, when authorized by resolution of the Board, approve the principal terms and conditions (e.g. price, rate, maturity) of debt or equity securities that may, from time to time, be issued by the Company.
- Perform such other functions or responsibilities as the Board may, from time to time, designate or prescribe.
- The Committee shall have the authority, to the extent it deems necessary or appropriate, at the Company’s expense, to retain independent legal, accounting or other advisors.