At Bristol Myers Squibb, we are in the business of breakthroughs—the kind that transform patients’ lives. Our talented workforce comes to work every day dedicated to our mission of discovering, developing and delivering innovative medicines that help patients prevail over serious diseases. This passion and commitment are based on a foundation of robust governance and risk management.
We recognize that good governance is fundamental to our success in building long-term value for our shareholders while at the same time maximizing our benefit to society. Our Board of Directors is composed of diverse, independent individuals who have deep expertise, a broad range of skills and a strong sense of integrity.
Our strong governance profile includes Board management and direct oversight by our Committee on Directors and Corporate Governance of ESG risk assessment and disclosure. This ensures our ability to operate with the highest levels of quality, integrity and ethics. The company is committed to high standards of corporate governance, including taking steps to achieve greater transparency and accountability to our shareholders.
Our business is managed under the direction of the Board of Directors pursuant to the Delaware General Corporation Law and the Company’s Bylaws. The Board selects the senior management team that is responsible for the day-to-day operations of the Company and for keeping the Board advised of the Company’s business. Working together with the senior management team, the Board of Directors provides critical oversight over the establishment of broad corporate policies and is responsible for the overall performance of our company.
The Board keeps itself informed through regular written reports and analyses and regular discussions with the CEO and other company officers; by reviewing materials provided by management and outside advisors; and by participating in Board and Board Committee meetings. The Board has adopted Corporate Governance Guidelines that govern its operation and that of its Committees. Through the Committee on Directors and Corporate Governance, the Board annually reviews the Corporate Governance Guidelines and, from time to time revises them in response to changing regulatory requirements, evolving best practices and feedback from our shareholders and other constituents.
Our Board administers its oversight responsibility for governance, including strategic planning and risk oversight function as a whole and through its Board Committees. For example, our Compensation and Management Development Committee regularly reviews and discusses with management the components of our executive compensation program to determine whether incentive pay encourages excessive or inappropriate risk-taking.
The Board’s culture is open and promotes transparent dialogue and rigorous discussion. It deliberates on all major decisions with and without management present and effectively utilizes executive sessions with the leadership of the Lead Independent Director to drive Board alignment. The Board believes this structure provides an effective, high-functioning Board, as well as appropriate safeguards and oversight. Our Board will continue to evaluate its leadership structure in light of changing circumstances and will do so on at least an annual basis and make changes at such times as it deems appropriate. Our Board administers its strategic planning and risk oversight function as a whole and through its Board Committees.
The Board is focused on composition and refreshment to ensure that it has the best mix of skill sets, proficiencies and perspectives to deal with the ever-changing business dynamics of the company and external environment. The Board is committed to increasing diversity and inclusion, both at the Board level and across the company. In particular, it is focused on identifying and evaluating highly qualified women and underrepresented ethnic group candidates as well as candidates with other diverse backgrounds, industry experience and other unique characteristics. In addition, the Board will continue to rely on our robust Board assessment process to review and evaluate the performance and contributions of Directors, which improves the overall effectiveness of the Board.
Our Board meets on a regularly scheduled basis during the year to review significant developments affecting Bristol Myers Squibb and to act on matters requiring Board approval. It also holds special meetings when important matters require Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. The Board of Directors has been active during the pandemic, adapting like our global workforce, holding virtual Board meetings and receiving regular updates from management as we navigated the many challenges presented by the pandemic.
Learn more:
See our 2021 Proxy Statement for more on how our Board is organized, Board Committees and stakeholder engagement.
In 2020, the Board met 13 times. The average aggregate attendance of Directors at Board and committee meetings was over 98%. No Director attended fewer than 96% of the aggregate number of Board and committee meetings during the period they served. In addition, our Independent Directors met eight times during 2020 to discuss such topics as our Independent Directors determined, including the company’s response to the COVID-19 pandemic and the evaluation of the performance of our current Chief Executive Officer. The Board and Board Committees held numerous information sessions throughout 2020, which supplemented the regularly scheduled Board and Committee meetings. These information sessions were especially important during 2020 and allowed the Board to provide effective oversight and support to our management team during the ongoing pandemic.
The company is committed to high standards of corporate governance, including taking steps to achieve greater transparency and accountability to our shareholders. The Board has put in place robust corporate governance policies that promote Board accountability and provide shareholders with a meaningful voice to communicate their priorities to the Board and company management.
We continued to place a high priority on our proactive engagement with our shareholders in 2020, reaching out to over 50 of our top shareholders, representing nearly 49% of our shares outstanding. In 2020, management and members of the Board, including our Lead Independent Director, met with many of our shareholders and had a productive dialogue on a number of topics, including the company’s response to COVID-19, board composition, company strategy and execution, diversity and inclusion, our ESG strategy, sustainability and risk oversight, as well as executive compensation. The feedback received was generally positive and was shared with the entire Board and members of senior management.
