KENILWORTH, N.J., Dec. 15 /PRNewswire-FirstCall/ -- Schering-Plough's Board of Directors unanimously agreed to recommend to shareholders that the company's charter and bylaws be amended to provide for the annual election of directors. A shareholder vote on this matter will be included on the agenda for the 2006 annual meeting of shareholders.
Schering-Plough's Board of Directors has also decided to revise its corporate governance guidelines to provide that, should a director receive a majority of votes cast at a meeting as "withhold votes," then the director will submit an offer to resign to the Nominating and Corporate Governance Committee, which will determine what action is best for the company in light of the then current facts and circumstances. The revisions to the corporate governance guidelines will be finalized prior to the 2006 annual meeting of shareholders. In the company's history, no director has ever received a majority of votes cast as withhold votes.
These changes are the result of the periodic consideration of governance matters by the Nominating and Corporate Governance Committee and also follow a majority vote of the company's shareholders last year on a shareholder proposal to declassify the Board.
Fred Hassan, chairman and CEO of the company, said, "We listened to our shareholders, both last year at the vote on the classified board and in our ongoing continuous dialogue with shareholders. I appreciate the hard work of the Nominating and Corporate Governance Committee in formulating a recommendation to the Board on these matters and believe these governance enhancements are consistent with our work to build the new Schering-Plough."
Patricia F. Russo, chairman of the Nominating and Corporate Governance Committee, said, "We have considered the classified board and the voting standard for the election of directors from time to time and believe that it is best for the company and its shareholders to implement these changes at the next annual meeting." The Committee consists of only directors who are independent under both the New York Stock Exchange corporate governance listing standards and the more restrictive Schering-Plough Director independence standard.
Schering-Plough is a global science-based health care company with leading prescription, consumer and animal health products. Through internal research and collaborations with partners, Schering-Plough discovers, develops, manufactures and markets advanced drug therapies to meet important medical needs. Schering-Plough's vision is to earn the trust of the physicians, patients and customers served by its more than 30,000 people around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.
Schering-PloughCONTACT: Media - Steve Galpin, Jr., +1-908-298-7415; Investor - AlexKelly, +1-908-298-7436, both for Schering-Plough
Web site: http://www.schering-plough.com/
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