Quest Diagnostics 2008 Annual Report Download - page 49

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our Code of Business Ethics applies to all employees, executive officers and directors, including our
Chief Executive Officer, Chief Financial Officer and Controller. You can find our Code of Business Ethics
on our internet site, www.questdiagnostics.com. We will post any amendments to the Code of Business
Ethics, and any waivers that are required to be disclosed by the rules of either the SEC or the New York
Stock Exchange, on our internet site. You can request a copy of our Code of Business Ethics, at no cost,
by contacting Investor Relations, 3 Giralda Farms, Madison, New Jersey 07940 (973-520-2700).
Because our common stock is listed for trading on the New York Stock Exchange, in 2008 our Chief
Executive Officer was required to make, and he made, an annual certification to the New York Stock
Exchange stating that he was not aware of any violation by Quest Diagnostics of the corporate governance
listing standards of the Exchange. Our Chief Executive Officer made his certification to that effect to the
New York Stock Exchange on approximately June 13, 2008. In addition, we have filed, as exhibits to this
Annual Report on Form 10-K, the certifications of our Chief Executive Officer and our Chief Financial
Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 to be filed with the SEC regarding
the quality of our Company’s public disclosure.
Information regarding the Company’s executive officers is contained in Part I, Item 1 of this Report
under “Executive Officers of the Company.”
Information regarding the directors and executive officers of the Company appearing in our Proxy
Statement to be filed by April 28, 2009 (“Proxy Statement”) under the captions “Matters to be Considered
at the Meeting – Election of Directors,” “Information about our Corporate Governance – Director
Independence,” “Information about our Corporate Governance – Audit and Finance Committee,” and
“Additional Information Regarding Executive Compensation – Section 16(a) Beneficial Ownership Reporting
Compliance” is incorporated by reference herein.
Item 11. Executive Compensation
Information appearing in our Proxy Statement under the captions “Compensation Discussion and
Analysis,” “Additional Information Regarding Executive Compensation” and “Report of the Compensation
Committee” is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders’ Matters
Information regarding equity compensation plans and security ownership of certain beneficial owners
and management appearing in our Proxy Statement under the captions “Information about our Corporate
Governance – Stock Ownership Information” and “Additional Information Regarding Executive
Compensation – Equity Compensation Plan Information” is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions appearing in our Proxy Statement
under the captions “Information about our Corporate Governance – Related Person Transactions” and
“Information about our Corporate Governance – Director Independence” is incorporated by reference herein.
Item 14. Principal Accounting Fees and Services
Information regarding principal accountant fees and services appearing in our Proxy Statement under
the captions “Fees and Services of PricewaterhouseCoopers LLP” and “Audit and Finance Committee Pre-
Approval Policies and Procedures” is incorporated by reference herein.
37