Corporate Governance
Baxter is operated under the direction of the company's board of directors. Eleven independent directors and Baxter's chief executive officer (CEO) comprise Baxter's 12-person board. Baxter's CEO serves as the chairman of the board, which the board believes provides for a single vision for the company. The board also has an independent lead director, who presides at executive sessions of the board and otherwise serves as a liaison for the independent directors.
The board actively oversees the company's strategic and succession planning. The board also fosters and encourages an environment of strong controls, fiscal accountability, high ethical standards and sound compliance practices.
In addition to the customary board committees focused on audit, compensation and governance, Baxter's board has Finance and Public Policy Committees as well. The Finance Committee oversees significant financing proposals, capital expenditures, acquisitions, divestitures and similar matters. The Public Policy Committee helps ensure that the company's policies and practices are consistent with the company's responsibility to act with integrity as a global corporate citizen to employees, to customers and to society. This committee conducts an annual sustainability review and reports on it to the full board.
In 2006, reflecting the company's commitment to sound corporate governance, Baxter's board elected to amend the company's bylaws to adopt majority voting for the election of directors in uncontested elections. The board also restated its long-standing corporate governance guidelines, which set standards for the company's board of directors in areas such as fiduciary oversight, strategic planning, social responsibility, succession planning and board elections. The guidelines also address the operation of the board and its committees, director qualifications, director independence, stock ownership for independent directors and director compensation.
The board met nine times in 2006 and board committees held a total of 34 meetings. The board meets in executive session at each regularly scheduled meeting.
View more information on the board's activities and responsibilities.
