px14a6g.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
NOTICE
OF EXEMPT SOLICITATION
1. Name
of the Registrant
Cardinal
Health, Inc.
2. Name
of person relying on exemption
Norges
Bank
3.
Address of person relying on exemption
Bankplassen
2
P.O. Box
1179 Sentrum
Oslo Q8
0107
4.
Written Materials. Attach written material required to be submitted pursuant to
Rule 14a-6(g)(1).
NBIM
Submits a Shareholder Resolution to Cardinal Health Inc Seeking an Independent
Chairman
Norges
Bank Investment Management (NBIM) has submitted a shareholder proposal to the US
company Cardinal Health Inc requiring that the company have an independent
chairman.
NBIM
holds assets in excess of US$400 billion globally, of which US$66 billion is
invested in US equities.
The
general meeting of Cardinal Health Inc will be on 4 November,
2009. At that meeting, shareholders will vote on the proposal
submitted by NBIM to amend the company’s bylaws to require that the chairman of
the board of directors be independent from the company.
“NBIM is
a long term shareholder and makes active use of its ownership rights in order to
help safeguard financial wealth for future generations by promoting good
corporate governance and encouraging high ethical, social and environmental
standards at companies it is invested in,” said Anne Kvam, NBIM’s Global Head of
Corporate Governance.
Sound
corporate governance is a prerequisite for long term value
creation. In that context, the composition of the Board should be
such that it represents all stockholders to whom it is
accountable. The roles of Chairman of the Board and CEO are
fundamentally different and should not be held by the same
person. There should be a clear division of the responsibilities
between these positions to ensure a balance of power and authority on the board.
“This is a fundamental principle of good corporate governance that we seek
globally for our portfolio companies,” said Kvam.
The board
should be led by an independent Chairman and be in a position to make
independent evaluations and decisions, hire management, set a remuneration
policy that encourages good performance, provide strategic direction and have
the support to take long-term views in the development of business
strategies. An independent Chairman is better able to oversee and
give guidance to Corporation executives and help prevent conflict or the
perception of conflict. This will in turn effectively strengthen the system of
checks-and-balances within the corporate structure and protect stockholder
value.
“In our
current challenging markets, we believe that an independent Chairman is
essential. An independent chairman will be an asset to the company
when the board must make the necessary strategic decisions and prioritizations
ahead to sustain a strong share price and to create shareholder value over
time,” said Kvam.