In this episode, Matt Kelly and I take a deep dive into the Cardinal Health corporate governance imbroglio. In it, a disgruntled shareholder, the Teamsters Pension fund brought a motion to have the CEO stripped of his title as Chairman of the Board. Although the motion failed, the Teamsters prevailed as the company took the requested step and separated the position. This matter included complaints about GC/CCO pay where those roles were held by one person who received a sizeable bonus even though the company did not meet its financial goals.

We consider the joint role of a GC-CCO and the potential corporate governance issues involved when the roles are held by one person. Does this create an irreconcilable conflict? What are the different functions of the General Counsel and the Chief Compliance Officer and how should we interpret a bonus payment? Should it be for one role or both roles. How does a joint GC-CCO role impeded the work of each corporate function individually? Finally, we consider how shareholder activism may now impact not only corporate governance but also corporate structures in functions such as compliance. What does this mean for the compliance function and Chief Compliance Officers going forward.

We also touch on the role of compliance in drug distribution companies which have been drug into the opioid crisis. Cardinal Health shipped drugs totaling up to 55 pills for every person in the state of West Virginia to one town in that state. What, if anything, should the compliance function do in such a situation?

This case makes a fascinating case study in corporate governance and much more.

For more information, see Matt Kelly’s blog posts

Compliance Lessons in the Cardinal Governance Fight and

Teamsters Blast Cardinal Health Compliance Efforts