Cardinal Health

Executive Summary Cardinal Health is a Fortune 22 company known as the business behind healthcare in America. Cardinal Health helps pharmacies, hospitals and ambulatory care sites focus on patient care while reducing costs, improving efficiency and quality, and increasing profitability. Cardinal Health was founded in 1971 by Robert D. Walter, who initially opened a small distribution center in Columbus, Ohio. In less than ten years, the then-named Cardinal Foods became a prominent regional food distributor until branching into pharmaceutical distribution in 1979. That same year the company purchased a drug distributor based out of Zanesville, Ohio, and re-branded itself as Cardinal Distribution. The company re-branded itself a third time in 1983 while also going public. Following their NYSE debut, the company grew rapidly throughout the 80 's and 90 's with the acquisition of more than a dozen U.S. drug distributors. By 1991, Cardinal Health had reached revenues exceeding $1B. By 1994, Cardinal Health had established itself as a leader in the drug distribution business with a nationwide presence and annual revenues of approximately $6B. Today Cardinal Health boasts $100+B in annual revenue.

Board Composition Cardinal Health 's Board of Directors has remained mostly the same preceding and after Sarbanes-Oxley legislation. The Board is composed of independent industry experts within Healthcare, Technology, and Academic fields. Some of the organizations represented on Cardinal 's Board are The Bing Group, Gardner, Priority Health Group, Bank One, Harvard University, and Akamai Technologies. The one interesting point to note about the Board’s structure is in regards to CEO duality. Cardinal’s CEO and founder Robert D. Walter had also served as the Chairman of the Board since the company’s inception through to 2009 when he retired. The company’s definition of an “independent” board member has always been aligned with the New

References: Business Roundtable 2014 Sustainability Report. (2014). Retrieved August 29, 2014, from http://businessroundtable.org/sites/default/files/Cardinal-Health.pdf Cardinal Health Annual Report Cardinal Health Annual Report. (2013). Retrieved September 2, 2014, from http://ir.cardinalhealth.com/files/doc_financials/annual/2013/2013_annual_report.pdf GRC Capability Model “Red Book” 2.0. (2009). Retrieved August 29, 2014, from http://thegrcbluebook.com/wp-content/uploads/2011/12/uploads_OCEG.RedBook2-BASIC.pdf New York Stock Exchange Listed Company Manual SEC Sues Cardinal Health, Inc. For Fraudulent Earnings and Revenue Management Scheme. (2007). Retrieved September 1, 2014, from http://www.sec.gov/news/press/2007/2007-147.htm