Other matters

Ethics and compliance
The Company will maintain, and the Audit Committee will oversee compliance with, a code of business conduct and ethics for its employees, including its executive officers, and Directors. The full text of the code will be posted on the Company's website. The Company will disclose on its website future amendments to or waivers from its code for its executive officers and Directors promptly upon any such amendment or waiver. Any waiver from its code for Directors or executive officers must be approved by the Audit Committee of the Board of Directors and promptly disclosed to shareholders.

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

Director compensation
Senior management of the Company reports periodically to the Human Resources and Compensation Committee on the status of the Company's Director compensation practices in relation to other companies of comparable size and the Company's competitors. Changes in Director compensation, if any, are recommended by the Human Resources and Compensation Committee, and approved by the full Board. Non-management Directors receive quarterly fees for service on the Board. Directors who chair committees receive additional quarterly compensation for their service as committee Chairs. In addition, Directors who serve on the Audit Committee and the non-management Presiding Director also receive additional quarterly compensation for such service. In addition to regular compensation paid to the committee Chairs, the members of the Audit Committee and the Presiding Director, Directors may receive additional compensation for the performance of duties assigned by the Board or its committees that are considered beyond the scope of the ordinary responsibilities of Directors or committee members. The form and amount of Director compensation will be 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 will conduct an annual review of Director compensation. 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.