Quest Diagnostics 2004 Annual Report Download - page 7

John B. Ziegler is the President, Worldwide Consumer Healthcare, of GlaxoSmithKline plc (the
parent of SmithKline Beecham plc). Mr. Ziegler joined SmithKline Beecham in 1991 as the head
of SB Consumer Healthcare-North American Division. He became Executive Vice President of
SmithKline Beecham in 1996 and assumed his current responsibilities in 1998. He has been a
director of Quest Diagnostics since May 2000. Mr. Ziegler was designated by SmithKline Beecham
as a director of Quest Diagnostics pursuant to the Stockholders Agreement with SmithKline
Beecham. See “Certain Relationships and Related Transactions—Stockholders Agreement.’’
The Board of Directors unanimously recommends a vote "FOR" the election of all nominees for
Director.
DIRECTORS
Corporate Governance
The Board of Directors has approved and adopted corporate governance guidelines
addressing, among other things, composition and selection of the Board and committee members,
director independence, selection of a Lead Independent Director, Board and committee self-
assessment, succession planning and evaluation of the Chief Executive Officer and other executive
officers. The Company’s corporate governance guidelines are reviewed by the Governance
Committee of the Board of Directors on a regular basis and any proposed additions or
amendments are reviewed and submitted to the entire Board of Directors for its consideration.
The Board of Directors has also approved a Code of Business Ethics that applies to all directors
and employees of the Company. The corporate governance guidelines and the Code of Business
Ethics may be found at the Company’s website at www.questdiagnostics.com. Please note that the
information contained on the Company’s website is not incorporated by reference in, or
considered to be part of, this proxy statement.
Qualifications of Directors
The overall philosophy of the Board of Directors is that the Board should have members that
represent a wide breadth of experiences and capabilities from the healthcare industry in general
and the private and public sectors, and that all directors should be active participants in providing
oversight of the Company’s activities. The key qualifications established by the Governance
Committee and the Board for nominees are:
•Reputation for highest ethical standards and integrity consistent with Quest Diagnostics’
values of Quality, Integrity, Innovation, Accountability, Collaboration and Leadership; and
•Relevant Experience such as:
•Chief Executive Officer or Chief Operating Officer (or similar responsibilities) current, or
past; or
•Demonstrated expertise in business function(s) such as sales, operations, finance, strategy,
legal or human resources; or
•Medical practitioners and/or science and health thought leaders.
Other factors considered by the Governance Committee and the Board are the following:
•At least a majority of directors meet the criteria for independence under the New York
Stock Exchange (“NYSE’’) listing standards and any categorical standards established by the
Board.
•Prior experience as a director or executive officer of a public company.
•Number of current board positions and other time commitments.
•Overall range of skills, experiences and seniority represented by the Board as a whole.
Quest Diagnostics Incorporated ?2004 Proxy Statement ?5