Thursday, November 5, 2009

Former Schering-Plough Directors Have No Committee Duties -- On New Merck Board


Last night's New Merck Form 8-K (at page 7) contains at least one other interesting tidbit, in the form of a "disclosure, by its absence": none of the Old Schering-Plough directors will have any committee roles, or duties, thus:

. . . .Mr. C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, M.D., directors of Schering-Plough prior to the Mergers, will continue to serve as directors of New Merck. . . .

Often, on larger public pharma companies' boards, you'll see that only the practicing doctors on the board are exempt from committee duties -- where a lot of the actual work of the board gets done.

In this case, however, Patricia Russo used to serve on the Schering-Plough Compensation Committee, and was most recently, its incoming chairwoman (at page 15 of the proxy statement -- as Hans Becherer transitioned off the board). Both Kidder and Thompson also served on the Schering-Plough Compensation Committee.

Is there a message here? You decide.

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