Quest Diagnostics 2004 Annual Report Download - page 10

Contacting the Board of Directors
The Company has adopted a process for communication by the stockholders and other
interested parties with the Company’s Board of Directors. Any stockholder who desires to contact
the Company’s Lead Independent Director or other members of the Company’s Board of
Directors, may do so by sending an email to our Lead Independent Director at
[email protected]. Communications received at this address are
automatically routed to the Company’s Lead Independent Director with a copy to the Company’s
General Counsel and Corporate Secretary. The Lead Independent Director will determine whether
any such communication received from a stockholder should be distributed to other members of
the Board of Directors.
Committees of the Board of Directors
The Board of Directors has five standing committees: an Audit and Finance Committee, a
Compensation Committee, a Governance Committee, a Quality, Safety & Compliance Committee
and an Executive Committee. A copy of the charter of the Audit and Finance Committee is
attached as Appendix A to the proxy statement. The charters of the other committees of the
Board may be found at the Company’s website at www.questdiagnostics.com. The Board of
Directors has determined that all current members of the Audit and Finance Committee, the
Compensation Committee, the Governance Committee and the Quality Safety & Compliance
Committee are independent under the currently applicable listing standards of the NYSE. We have
also determined that the members of the Audit and Finance Committee are independent under
the rules of the SEC. See “Director Independence’’.
The current members of the Audit and Finance Committee are Mr. Flaherty, Ms. Haggerty
and Dr. Stanzione. The Board has determined that Mr. Flaherty is an “audit committee financial
expert’’ within the meaning of the rules of the SEC and has accounting or related financial
management expertise, as required by the NYSE rules, and that each member of the Audit and
Finance Committee is or is expected to become within a reasonable period of time “financially
literate’’, as required by the NYSE rules. The primary responsibilities of the Audit and Finance
Committee are described in the Report of the Audit and Finance Committee.
The Audit and Finance Committee and the Company’s Board of Directors have established a
procedure whereby complaints and concerns with respect to accounting, internal controls and
auditing matters may be submitted to the Audit and Finance Committee. In that connection, the
Company has established a hotline (known as CHEQline) pursuant to which employees can
anonymously report complaints with regard to accounting, internal controls and financial
irregularities (as well as any compliance concerns on other laws). Reports related to accounting,
internal controls or auditing matters are forwarded to the Chair of the Audit and Finance
Committee with a copy to the Secretary and the Internal Audit Director of the Company.
The current members of the Compensation Committee are Mr. Brody, Mr. Buehler and
Mr. Ziegler. The primary responsibilities of the Compensation Committee are to: (i) report to the
Board with respect to, and review and approve, compensation of the Company’s Chief Executive
Officer and other executive officers; (ii) evaluate and make recommendations to the Board
regarding the Company’s cash and equity-based, incentive compensation and retirement plans,
policies and programs; and (iii) administer the Company’s equity-based and executive incentive
compensation plans.
The current members of the Governance Committee are Mr. Brody, Mr. Buehler,
Mr. Flaherty, Dr. Stanzione and Dr. Wilensky. The primary responsibilities of the Governance
Committee are to: (i) assist the Board by actively identifying individuals qualified to become Board
members; (ii) recommend to the Board the director nominees for election at the next annual
meeting of stockholders or, if applicable, at a special meeting of stockholders or to fill a vacancy;
(iii) monitor significant developments in the law and practice of corporate governance and of the
duties and responsibilities of directors of public companies; (iv) lead the Board and each
committee of the Board in its annual performance self-evaluation and lead the Board in its annual
performance evaluation of each individual director, including establishing criteria to be used in
8?Quest Diagnostics Incorporated ?2004 Proxy Statement