KENILWORTH, N.J., Dec. 15 /PRNewswire-FirstCall/ -- The Board of Directors of Schering-Plough Corporation (NYSE: SGP) today announced new actions in line with the company's long-term commitment to continuously improving its corporate governance.

    The four key actions are:

    *  Ending the company's existing shareholders' rights plan, often known as
       a "poison pill" provision;

    *  Proposing a major reduction in shareholder voting requirements, often
       known as "supermajority" requirements, for key decisions such as the
       removal of a director;

    *  Proposing that directors be elected by a majority of votes cast versus
       a plurality of shareholder votes cast;

    *  Expediting the previously approved change providing for the annual
       election of Directors.

Each key action replaces a long-standing practice that has been in place for many years and existed well before the arrival of the company's new management team in the spring of 2003.

Fred Hassan, chairman of the Board and chief executive officer, said, "We believe it is important to stay in tune with the expectations of our shareowners and our evolving environment. As we continue to advance our work to transform Schering-Plough into a high-performance company for the long term, we plan to take steps to maintain strong corporate governance."

Patricia F. Russo, chairman of the Board's Nominating and Corporate Governance Committee, said, "We invested significant time and resources studying Schering-Plough's corporate governance structure, including conducting a shareholder survey. We believe these actions are the right ones for Schering-Plough and for our shareholders in the current environment."

In addition to ending the existing "poison pill" provision, the Board also amended the Corporate Governance Guidelines to provide that no new shareholder rights plan will be adopted in the future unless the plan is submitted to shareholders for approval within 12 months after its adoption.

On shareholder voting requirements, the Board will recommend that shareholders approve changes to the Certificate of Incorporation and the By- Laws at the 2007 Annual Meeting to reduce the requirements for 80 percent shareholder approval to majority shareholder approval. The 80 percent votes are required to remove a director, to approve certain mergers and acquisitions, and to approve certain amendments to the Certificate of Incorporation and By-Laws.

Finally, although the phasing from Directors being elected for three-year terms to annual elections for one-year terms was set to end in 2008, the Board has agreed to expedite the change to an annual election process. As a result, beginning at the 2007 Annual Meeting, each director will be elected for a one- year term.

Schering-Plough consults continually with its shareholders as the company evolves its governance framework. These consultations, including input from CalPERS and the Sheet Metal Workers National Pension Fund and others, contributed to the decision to move forward on the governance actions announced today. The company appreciates these contributions.

Schering-Plough is a global science-based health care company with leading prescription, consumer and animal health products. Through internal research and collaborations with partners, Schering-Plough discovers, develops, manufactures and markets advanced drug therapies to meet important medical needs. Schering-Plough's vision is to earn the trust of the physicians, patients and customers served by its more than 32,000 people around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.

SOURCE Schering-Plough Corporation