Quest Diagnostics 2004 Annual Report Download - page 8

Board Nomination Process
The Governance Committee is responsible for reviewing with the Board, on an annual basis,
the composition of the Board as a whole and whether the Company is being well served by the
directors taking into account each director’s independence, skills, experience, availability for service
to the Company and any other factors the Governance Committee deems appropriate. The
Governance Committee is responsible for recommending director nominees to the Board,
including renomination of persons who are already directors, in accordance with the policies and
principles in its charter and the factors discussed above, which are set forth as an attachment to
the corporate governance guidelines. The Governance Committee does not set specific, minimum
qualifications that nominees must meet in order for the Governance Committee to recommend
them to the Board of Directors, but rather believes that each nominee should be evaluated based
on his or her individual merits, taking into account the needs of Quest Diagnostics and the
composition of the Board of Directors.
The Governance Committee considers suggestions from many sources, including stockholders,
regarding possible candidates for director. In order for stockholder suggestions regarding possible
candidates for director to be considered by the Governance Committee for the 2005 annual
meeting of stockholders, the information specified below should be provided no later than
December 12, 2004 to the Lead Independent Director by sending an email to our Lead
Independent Director at [email protected]. The notice should
contain the proposed nominee’s full name, biographical information regarding the proposed
nominee and the proposed nominee’s relationship to the stockholder and should be submitted in
compliance with the procedures set forth in, and along with such other information required by,
the Company’s By-laws. Although the Governance Committee has not received any nominations
from stockholders in the past other than from GlaxoSmithKline plc, the Governance Committee
expects to consider qualified stockholder nominees for director in the same manner as
recommendations it receives from any other source. GlaxoSmithKline plc, which beneficially owns
approximately 21% of the Company’s outstanding common stock, has the right to nominate
certain directors of the Company. See “Certain Relationships and Related Transactions.’’
The process of nominating directors is as follows. First, the Governance Committee identifies a
need to add a new board member who meets specific criteria or to fill a vacancy on the Board.
The Governance Committee then identifies candidates by seeking input from Board members,
hiring a search firm, if appropriate, and considering recommendations for nominees submitted by
stockholders. After the Governance Committee ranks the candidates, the Chairman of the Board
and the Chief Executive Officer interview the candidates selected by the Governance Committee.
The Lead Independent Director (who is the Chairman of the Governance Committee) and other
board members conduct subsequent interviews of these candidates. After the interview process, the
Governance Committee re-assesses the candidates and determines which candidates the Governance
Committee will recommend to the Board for nomination as a director. The Governance
Committee then makes its recommendations to the entire Board, which determines which
candidates are nominated by the Board of Directors or elected to fill a vacancy. A formal offer is
then extended by the Chairman of the Board and the Lead Independent Director to the
candidate(s) nominated or elected to fill a vacancy by the Board of Directors.
Dr. Baldwin is the only nominee for director who is not currently a director of the Company.
He was recommended by the non-management directors of the Company.
Director Independence
The Board of Directors assesses the independence of each director annually in accordance
with the Company’s corporate governance guidelines, the currently applicable NYSE listing
standards and with respect to members of the Audit and Finance Committee, the rules of the
Securities and Exchange Commission (“SEC’’). No director is considered independent unless the
Board of Directors determines that the director has no direct or indirect material relationship with
the Company.
6?Quest Diagnostics Incorporated ?2004 Proxy Statement