Cubist Corporate Governance
Cubist Pharmaceuticals (NASDAQ: CBST) is committed to high standards of good corporate governance. That commitment starts with our Board and is shared by our management team.
We have an experienced and talented Board with a rotating lead director. Our Board is active, engaged, and independent. Indeed, our CEO is the only non-independent board member. In addition to providing oversight to our management team, our Board provides invaluable advice and counsel to that team. Each year, the Board schedules five in person meetings and four telephonic meetings, and it convenes additional meetings as necessary.
Good governance is not an isolated aspect of our approach to business but, rather, an intrinsic aspect of it. Our Board is familiar with, has regular contact with, and unfettered access to, members of our management team. It is committed to continuing director education through participation in both internally and externally provided courses. Our Board has adopted a pay-for-performance compensation philosophy for itself that aligns with the pay-for-performance compensation philosophy utilized throughout the company, and it has adopted stock ownership guidelines for itself and our executive officers.
...Good governance is not an isolated aspect of our approach to business but, rather, an intrinsic aspect of it.
Good governance is not an isolated aspect of our approach to business but, rather, an intrinsic aspect of it. Our Board is active, engaged, independent and collectively offers invaluable advice and counsel to our management team.
In addition to its overarching oversight responsibilities, our Board actively utilizes three standing committees: Audit, Compensation, and Corporate Governance & Nominating. The Audit Committee schedules six meetings per year. The Compensation Committee schedules three meetings per year. And the Corporate Governance & Nominating Committee schedules three meetings per year. All committees convene additional meetings as necessary. The Board also forms special committees, as needed, for specific purposes. All of our Board committees are comprised solely of independent directors. Each committee has the authority to retain its own advisors as it sees fit. Each committee has a written charter that is reviewed annually, filed with the SEC, and posted on this website.
We also have Corporate Governance Guidelines, which are also reviewed annually, filed with the SEC, and posted on this website. The Board and its committees regularly convene sessions without management present, and the independent directors regularly convene sessions without the CEO present. The Board and its committees conduct annual self-evaluations.