Corporate Governance

Code of Ethics

CV Therapeutics' high standards for conducting business are grounded in the assumption that in order to remain competitive, we must maintain our focus not only on our goals and strategic objectives, but also on the methods we use to achieve them. While CV Therapeutics' business, science, and operations must be conducted in compliance with law and regulations, our standards include more than just the legal minimum and demonstrate our commitment to quality and excellence.

The Code of Ethics has been approved by the Board of Directors and formally identifies our business standards and ethical practices. Among other things, the Code of Ethics describes multiple avenues for reporting known or suspected violations of the Code of Ethics, other Company policies, or applicable laws, rules or regulations. These avenues include a general CV Therapeutics hotline with both phone and website contacts, and a special Audit Committee hotline (with phone and website contact) for reporting complaints that relate to the Company's financial accounting, internal financial controls, and/or audit matters.

 View Code of Ethics

Comprehensive Compliance Program

The Comprehensive Compliance Program formally confirms CV Therapeutics' implementation of policies to create and maintain an effective compliance program at the Company relating to the commercialization of our products. The Comprehensive Compliance Program document is in addition to the Company's Code of Ethics, described above. A copy of CV Therapeutics' Comprehensive Compliance Program may also be obtained by calling the following number: (888) 263-8778.

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Annual Declaration

The Annual Declaration states CV Therapeutics' compliance with the Company's Comprehensive Compliance Program and with California law (Calif. Health & Safety Code Section 119402 (2005)). A copy of this Annual Declaration may also be obtained by calling the following number: (888) 263-8778.

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Audit Committee

The primary purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audits of our financial statements. A more complete description of the powers and responsibilities delegated to the Committee is set forth in the Audit Committee charter. The Audit Committee is composed of three (3) non-employee directors, Thomas L. Gutshall, Kenneth B. Lee, Jr. and Thomas E. Shenk, PhD. Mr. Lee serves as Chair.

The Audit Committee charter has been approved by the Board of Directors.

 View Audit Committee charter

In conjunction with the special Audit Committee hotline, the Audit Committee and the full Board of Directors have approved the Audit Committee Complaint Procedures.

 View Audit Committee Complaint Procedures

Compensation Committee

The primary purpose of the Compensation Committee is to recommend compensation levels for officers and employees of CV Therapeutics, and to administer the equity incentive and compensation plans adopted by the Company from time to time. A more complete description of the powers and responsibilities delegated to the Committee is set forth in the Compensation Committee charter. The Compensation Committee is comprised of three (3) non-employee directors, Santo J. Costa, Joseph M. Davie, MD, PhD, and Kenneth B. Lee, Jr. Mr. Costa serves as chair.

The Compensation Committee charter has been approved by the Board of Directors.

 View Compensation Committee charter

Nominating and Governance Committee

The primary purpose of the Nominating and Governance Committee is to assist the Board in fulfilling its responsibilities with respect to Board membership and other corporate governance matters. A more complete description of the powers and responsibilities delegated to the Committee is set forth in the Nominating and Governance Committee charter. The Nominating and Governance Committee is composed of three (3) non-employee directors, Thomas L. Gutshall, Santo J. Costa and Kenneth B. Lee, Jr. Mr. Gutshall serves as chair.

The Nominating and Governance Committee charter has been approved by the Board of Directors.

 View Nominating and Governance Committee charter