Throughout the period of the government investigations, Caremark had an internal audit plan
designed to assure compliance with business and ethics policies. In addition, Caremark employed
Price Waterhouse as its outside auditor. On February 8, 1993, the Ethics Committee of Caremark's
Board received and reviewed an outside auditors report by Price Waterhouse which concluded that there were no material weaknesses in Caremark's control structure. Despite the positive findings
of Price Waterhouse, however, on April 20, 1993, the Audit & Ethics Committee adopted a new
internal audit charter requiring a comprehensive review of compliance policies and the compilation
of an employee ethics handbook concerning such policies