Other matters

Stock Ownership. Under the Cardinal Health Guidelines for Share Ownership adopted by the Board of Directors, each executive officer and non-management Director must accumulate and hold a certain dollar value of Company shares by the later of June 30, 2012 or three years after joining the Company or the Board. The specific share ownership requirements for Directors are: five times base salary for the Chairman and Chief Executive Officer; four times base salary for Segment Chief Executive Officers and the Chief Financial Officer; three times base salary for other executive officers; and four times the annual cash retainer for non-management Directors.

Ethics and Compliance. The Company maintains an ethics and compliance program that is designed to be effective in the context of the Company’s business and operations, including but not limited to appropriate standards of business conduct and ethics. The Board shall be briefed upon and be provided information so that it may remain knowledgeable about the content and operation of the ethics and compliance program and shall exercise appropriate oversight with respect to the implementation and effectiveness of the compliance and ethics program. The Audit Committee oversees compliance with standards of business conduct and ethics for its employees, including its executive officers, and Directors. The full text of the standards is posted on the Company’s website. The Company will disclose on its website future amendments to or waivers from the standards for its executive officers and Directors promptly upon any such amendment or waiver. Any waiver from its standards for Directors or executive officers must be approved by the Audit Committee of the Board of Directors.

Review of Strategic Plans. The Board reviews and evaluates at least annually the long-term strategic and business plans of the Company.

Director Compensation. The form and amount of Director compensation is recommended by the Human Resources and Compensation Committee in accordance with the policies and principles set forth in its charter and any New York Stock Exchange or other applicable rules, and that committee conducts an annual review of Director compensation. Changes in director compensation, if any, are recommended by the Human Resources and Compensation Committee and approved by the full Board. To more closely align the interest of the Directors with those of Cardinal Health’s shareholders, typically, a portion of Directors’ fees is paid in the form of Company common shares or options to purchase Company common shares. No additional compensation is paid to members of management for serving on the Board.