Corporate Governance Guidelines
McKESSON CORPORATION
CORPORATE GOVERNANCE GUIDELINES
As amended effective April 22, 2026
The following Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of ²ÝÝ®ÊÓƵ (the “Company”) to assist the Board in the exercise of its responsibilities. These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy-making and decision-making both at the Board and management level and provide the framework for the governance of the Company. These Guidelines are subject to modification from time to time by the Board.
THE BOARD
Role of Directors
The business and affairs of the Company shall be conducted under the direction and oversight of the Board. The members of the Board are elected by the stockholders to oversee management for the benefit of the long-term interests of the stockholders of the Company. Directors are expected to spend the time and effort necessary to properly discharge their responsibilities.
The Board’s Goals
The Board’s goal is to build long-term value for the Company’s stockholders and to assure the vitality of the Company for its customers, employees and the other individuals and organizations that depend on the Company.
To achieve these goals the Board will monitor both the performance of the Company (in relation to its financial objectives, major goals, strategies, competitors, and sustainability matters) and the performance of the Company’s Chief Executive Officer (“CEO”) and offer constructive advice and feedback. The Board plays a key role in the oversight of the Company’s culture, setting the tone at the top and holding management accountable for maintaining policies and practices that encourage ethical and compliant conduct and foster an inclusive culture.
The Board will participate in the selection, evaluation and, where appropriate or necessary, replacement of the CEO and provide input to the CEO with respect to the selection and evaluation of the Company’s principal senior executives.
Selection of Directors and Board Membership Criteria/Qualifications
The Board shall be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Governance and Sustainability Committee periodically assesses the appropriate size and composition of the Board and is responsible for recommending candidates for Board membership. The Governance and Sustainability Committee will consider candidates who may be identified by any one of the following sources: current or former Board members, a professional search firm retained by the Governance and Sustainability Committee, or Company executives and stockholders. In evaluating candidates, the Governance and Sustainability Committee will assess each candidate’s independence, skills, experience, and expertise, against the criteria adopted by the Board.
The Board believes that its members should have the highest professional and personal ethics, integrity, and values, consistent with the Company’s values, and seeks candidates who have a variety of relevant expertise. They should have broad experience at the policymaking level in business, technology, healthcare, or public interest, or have achieved prominence in a relevant field.
The Governance and Sustainability Committee will consider whether the candidate’s background and experience demonstrate the ability to make the kind of important and sensitive judgments that the Board is called upon to make, and whether the nominees’ skills are complementary to the existing Board members’ skills. Board members must take into account and balance the legitimate interests and concerns of all of the Company’s stockholders and other stakeholders. In addition, Board members must be able to devote sufficient time and energy to the performance of their duties as a director and must be open to hearing different perspectives. Insofar as a substantial majority of members is concerned, directors must manifest independence as defined by the New York Stock Exchange.
Stockholders who wish to recommend a director candidate for consideration by the Governance and Sustainability Committee may do so by submitting the candidate’s name, resume and biographical information and qualifications to the attention of the Corporate Secretary’s Office, ²ÝÝ®ÊÓƵ, 6555 State Highway 161, Irving, TX 75039, or CorpSecretary@²ÝÝ®ÊÓƵ.com. All recommendations received by the Corporate Secretary will be presented to the Governance and Sustainability Committee for its consideration.
Independence of the Board
The Board shall consist of a substantial majority of directors who, in the business judgment of the Board, qualify as independent directors (the “Independent Directors”) under the listing standards of the New York Stock Exchange. The Board shall review annually the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).
Following such annual review, only those directors whom the Board affirmatively determines have no material relationship with the Company will be considered Independent Directors. The Board may adopt and disclose on its website standards to assist it in determining director independence.
All members of the Board have a fiduciary responsibility to represent the best interests of the Company and its stockholders.
Financial Expertise
The Board shall determine which, if any, of the members of the Audit Committee: (i) qualify as a “financial expert” and (ii) shall be designated in the Company’s annual report as an “audit committee financial expert”, based on whether such person or persons possess the appropriate degrees of knowledge and experience to so qualify, as set forth in the applicable rules of the Securities and Exchange Commission.
Size of the Board
The Company’s By-Laws provide that the number of directors shall be within a range of 3 to 15, with the exact number to be fixed by resolution of the Board. The Governance and Sustainability Committee periodically reviews the size of the Board, which could be increased or decreased if determined to be appropriate by the Board.
Majority Voting for Election of Directors
The Company’s By-Laws provide that with respect to elections that are not Contested Elections, directors are elected by a Majority Vote. In order for any director to become a nominee of the Board, with respect to an election that is not a Contested Election, such director must submit an irrevocable resignation, contingent on (A) that director not receiving a Majority Vote for re-election and (B) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purposes. A “Majority Vote” means that the number of votes cast in favor of a nominee exceed the number of votes cast against that nominee's election. A “Contested Election” means an election of directors where the number of nominees for election of directors exceeds the number of directors to be elected.
If a nominee fails to receive a Majority Vote, the Governance and Sustainability Committee will consider the tendered resignation and will make a recommendation to the Board concerning the acceptance or rejection of such resignation, after considering all factors deemed relevant by the Governance and Sustainability Committee. The Board will act on the Governance and Sustainability Committee’s recommendation no later than 90 days following the receipt of the stockholder vote pertaining to such election.
The nominee who fails to receive a Majority Vote will be recused from any Governance and Sustainability Committee or Board determinations. If a majority of the members of the Governance and Sustainability Committee fails to receive Majority Votes, then the Independent Directors who were elected by a Majority Vote will appoint an ad hoc committee of the Board, consisting of such number of directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the Board with respect to the tendered resignations. Within four business days following acceptance or rejection of the resignation, the Company will file a Current Report on Form 8-K in which it will publicly disclose its determination.
COMMITTEE MATTERS
Board Committees: Composition
The Company currently has five standing Board committees: the Audit Committee, Compensation and Talent Committee, Compliance Committee, Finance Committee and Governance and Sustainability Committee. The purpose and responsibilities for each of these committees shall be delineated in committee charters approved and adopted by the Board.
CEO AND SENIOR MANAGEMENT
Selection of the Chief Executive Officer
The Board shall be responsible for identifying potential candidates for, and selecting, the CEO.
Evaluation of Chief Executive Officer
The CEO develops and provides to the Board an annual self-evaluation against previously established goals and objectives.
Succession Planning
The Compensation and Talent Committee will oversee and facilitate an annual review of CEO and senior management succession plans.
Management Development
The Compensation and Talent Committee shall review the process for the education, development, and succession of senior management throughout the Company.
SUSTAINABILITY
The Board and its committees review sustainability matters relevant to the Company’s strategy.
OTHER
Compliance Oversight
The Company is committed to compliance with applicable laws and regulations.
Outside Advisors
The Board and each Board committee have the authority to retain advisors as needed.