Role of the Board

The Board serves as the representative and acts on behalf of all of the shareholders of Cardinal Health. In representing Cardinal Health’s shareholders, the basic responsibility of the Directors is to exercise their business judgment in good faith to act in what they reasonably believe to be the best interests of the Company. In discharging that obligation, Directors should be entitled to rely on the honesty and integrity of their fellow Directors and of the Company’s senior executives, outside advisors and outside auditors. The Board, operating directly and through its committees, fulfills the following primary functions:

• Oversee management in the conduct of Cardinal Health’s businesses;
• Oversee management’s efforts to establish and maintain for the Company high standards of legal and ethical conduct in all of its businesses, including conformity with all applicable laws and regulations;
• Review, evaluate and, where appropriate, approve, the Company’s major strategies and long-term plans and its performance against broad financial objectives;
• Select, evaluate and compensate the Chief Executive Officer and other senior officers and plan for management succession;
• Oversee management’s efforts to protect the assets of Cardinal Health through the maintenance of appropriate accounting, financial reporting and financial and other controls;
• Oversee the Company’s policies and procedures for assessing and managing risk;
• Provide advice and counsel to senior management;
• Evaluate the overall effectiveness of the Board and its committees; and
• Evaluate, select and recommend an appropriate slate of candidates for election as Directors.