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Additional
Policies and Guidelines
Executive
Severance Benefits
Executive
Compensation in Restatement Situations
Policy on Stockholder Rights Plan
How
to Make Reports of Noncompliance
How to Contact Non-Management Directors
Repricing of Stock Options Policy
Executive
Severance Benefits
It
is the Board of Directors’ Policy to seek stockholder approval
for any future agreements with executive officers and certain other
officers that would provide cash severance payments in an amount
exceeding 2.99 times the sum of the executive’s base salary
plus bonus for the last completed fiscal year. For purposes of this
policy, “future agreements” means any such agreements
the Company may enter into, including any renewals or extensions
of existing contracts, after March 1, 2005. “Cash severance
payments” excludes the value of all other compensation and
benefits that may apply such as the value of any other incentive
compensation accrued to date, any acceleration of outstanding equity
compensation, any continuation of employee benefits, and any increase
in retirement benefits triggered by severance provisions or resulting
from the satisfaction of tax gross-up obligations.
Executive
Compensation in Restatement Situations
It is
the Board of Directors’ Policy that the Company will, to the
extent permitted by governing law, require reimbursement of any
bonus paid to executive officers and certain other officers after
March 1, 2005 where: a) the payment was predicated upon the achievement
of certain financial results that were subsequently the subject
of a restatement, b) in the Board’s view the executive engaged
in misconduct that caused or partially caused the need for the restatement,
and c) a lower payment would have been made to the executive based
upon the restated financial results. In each such instance, the
Company will seek to recover the individual executive’s entire
annual bonus for the relevant period, plus a reasonable rate of
interest.
Policy
on Stockholder Rights Plan
It is
the company's policy to seek stockholder approval prior to its adoption
of a stockholder rights plan, unless the board determines, with
the concurrence of a majority of its independent non-executive members,
that, due to timing concerns, it is in the best interests of the
company's stockholders to adopt a rights plan without delay.
If
a rights plan is adopted without prior stockholder approval, the
plan must provide that it shall expire unless ratified by stockholders
within one year of adoption.
How to Make Reports of Noncompliance
Bristol-Myers
Squibb has established a Corporate Compliance Helpline
by which any person may communicate their concerns about, or
make reports of, potential unethical behavior, suspicions of fraud,
noncompliance with the Standards of Business Conduct and Ethics,
wholesaler inventory levels or accounting matters. The Corporate
Compliance Helpline may be reached by telephone at
1-800-348-5526 (within the United States) or 1-212-546-3406
(outside of the United States) or by sending an email to
business.conduct@bms.com.
Calls can be made anonymously and
without fear of reprisal.
How
to Contact Non-Management Directors
The Committee on Directors and Corporate Governance has created
a process by which stockholders may communicate directly with non-management
directors. Any stockholder wishing to contact non-management directors
may do so in writing by sending a letter to:
[Name
of Director]
c/o Secretary
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
Any
matter relating to the Company's financial statements, accounting
practices or internal controls should be addressed to the Chair
of the Audit Committee. All other matters should be addressed to
the Chair of the Committee on Directors and Corporate Governance.
Repricing
of Stock Options Policy
It is the Board of Directors’ policy that the company will
not, without stockholder approval, amend any employee or non-employee
director stock option to reduce the exercise price (except for appropriate
adjustment in the case of a stock split or similar change in capitalization);
or offer to exchange outstanding employee or non-employee director
stock options for options having a lower exercise price; or offer
to exchange options having an exercise price above the current market
price for cash, restricted stock, or other consideration.
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