Governance Guidelines

IMS Health Incorporated Corporate Governance Principles

(amended and restated as of May 8, 2008)

Role and Composition of the Board of Directors

1. The Board of Directors is elected by and accountable to the shareholders. It is the ultimate decision-making body of the Company except with respect to those matters reserved to the shareholders. It selects the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance.

2. The Board also plans for succession to the position of Chairman of the Board and Chief Executive Officer (“CEO”) as well as certain other senior management positions. To assist the Board, the Chairman and CEO annually provides the Board with an assessment of senior managers and of their potential to succeed him or her. He or she also provides the Board with an assessment of persons considered potential successors to certain senior management positions.

3. It is the policy of the Company that the positions of Chairman of the Board and CEO be held by the same person, except in unusual circumstances. This combination has served the Company well over the years. The function of the Board in monitoring the performance of the senior management of the Company is fulfilled by the presence of outside Directors of stature who have a substantive knowledge of the business.

4. It is the policy of the Company that the Board consists of a majority of Directors who qualify as independent under the listing standards of the New York Stock Exchange and meet the Guidelines for Determining Director Independence adopted by the Board. The Nominating and Governance Committee shall review annually with the Board the relationships that each Director has with the Company (either directly or indirectly). Following such annual review, only those directors who the Board as a whole, by resolution after due deliberation, determines have no material relationship with the Company (either directly or indirectly) and who meet the additional qualifications prescribed under the listing standards of the New York Stock Exchange and the Guidelines for Determining Director Independence will be considered independent. Further, no member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company other than (i) director’s fees, which may be received in cash, stock, restricted stock, restricted stock units, stock options or other in-kind consideration ordinarily available to directors; (ii) a pension or other deferred compensation for prior service that is not contingent on future service; and (iii) any other regular benefits that other directors receive.

5. It is the policy of the Company that the number of Directors be no less than three, as required by the Company’s By-laws, and no more than a number that can function efficiently as a body. The Nominating and Governance Committee, considers and makes recommendations to the Board concerning the appropriate size and needs of the Board. The Nominating and Governance Committee considers candidates to fill new positions created by expansion and vacancies that occur by resignation, by retirement or for any other reason. In considering candidates, the Nominating and Governance Committee shall take into consideration criteria set with the concurrence of the full Board and reevaluated periodically. The criteria weighed in the director selection process include among others: the relevance of the candidate’s experience to the business of the Company and how that experience interplays with that of the other Board members; whether the candidate enhances the diversity of the Board; the candidate’s independence from conflict or direct economic relationship with the Company; and the ability of the candidate to attend Board meetings regularly and devote an appropriate amount of effort in preparation for those meetings. In addition, the Committee will consider candidates who allow the Board to maintain relationships with the Company’s customers and other stakeholder groups and to respond to developments in the market in which the Company operates. It is also expected that director nominees be individuals who possess the character, judgment, skill and reputation and hold positions or affiliations befitting a director of a U.S. publicly held company of the Company’s size. Candidates for director put forward by shareholders shall also be reviewed.

6. Any nominee for Director in an uncontested election who receives a greater number of “against” votes than “for” votes shall promptly tender his or her resignation following certification of the vote. A contested election shall be an election for which (i) the Secretary of the Company receives a notice pursuant to the Company’s By-laws that a stockholder intends to nominate a Director or Directors and (ii) such proposed nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders. The Nominating and Governance Committee shall consider the resignation offer and shall recommend to the Board the action to be taken. Any Director whose resignation is under consideration shall not participate in the Nominating and Governance Committee recommendation regarding whether to accept the resignation. In considering whether to accept such resignation, the Board shall act in the best interest of the Company. The Board shall take action within 90 days following certification of the vote, unless such action would cause the Company to fail to comply with any requirement of the New York Stock Exchange or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Company shall take action as promptly as is practicable while continuing to meet such requirements. The Board will promptly disclose its decision and the reasons therefore, in a Form 8-K furnished to the Securities and Exchange Commission.

7. Members will be expected to retire from the Board immediately after the first Annual Meeting of Shareholders following attainment of age 72 unless exempted by special circumstances as determined by the Board. The CEO is expected to tender his/her resignation from the Board at the time he/she ceases employment with the Company for any reason. As a general policy, the Board believes that Directors should limit their service to not more than four boards of public companies in addition to that of the Company, but exceptions to this policy will be made by the Board in appropriate cases. When a non-employee Director experiences a significant change in his/her occupation or business affiliation, he/she should volunteer to resign from the Board. The Nominating and Governance Committee shall review the question of whether, under the circumstances of the particular situation, the resignation is appropriate and recommend to the Board the action, if any, that should be taken with respect to the resignation. The Board does not believe it should establish term limits because they would cause the Company lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term limits, the Nominating and Governance Committee will review each director’s continuation on the Board as a regular part of the nominating process.

8. The Board believes that it is important to align the interests of Directors as well as senior management with those of the shareholders and for Directors and senior management to hold equity ownership positions in the Company that are meaningful in their individual circumstances. Therefore, the Board has and will continue to set stock ownership guidelines for each of its Directors and members of its senior management.

9. It is the policy of the Company that the Board as a whole consider all major decisions. As a consequence, the committee structure of the Board is limited to those committees considered to be basic to or required for the operation of a publicly owned company. Currently these committees are the Audit Committee, Human Resources Committee and Nominating and Governance Committee. Membership on these committees is limited to directors who are independent as described in paragraph 4 above. The members and chairs of these committees are recommended to the Board by the Nominating and Governance Committee.

10. The Human Resources Committee is responsible for overseeing the setting of annual and long-term performance goals for the Chairman and CEO and the evaluation of his or her performance against such goals. At the beginning of each year, the Committee meets with the Chairman and CEO to receive his or her recommendations concerning such goals. The goals are then submitted for consideration by the outside Directors of the Board at a meeting or executive session of that group. Near the end of each year, each outside Director evaluates the Chairman and CEO and the Committee then tabulates the evaluations and reports the results to the outside Directors at a meeting or executive session of that group. After the Board approves the Chairman and CEO’s evaluation, the results are provided to the Human Resources Committee.

11. The Human Resources Committee is responsible for setting annual and long-term performance goals and compensation for the direct reports to the Chairman and CEO. These decisions are approved or ratified by action of the outside Directors of the Board at a meeting or executive session of that group.

12. The Chairman and CEO is responsible for establishing effective communications with the Company’s stakeholder groups, i.e., shareholders, customers, company associates, communities, suppliers, creditors, governments and corporate partners. It is the policy of the Company that management speaks for the Company. This policy does not preclude outside Directors from meeting with shareholders, but it is suggested that any such meetings be held with management present.

13. Annually, the Human Resources Committee should review the status of Directors’ compensation in relation to the practices of similar large companies and make recommendations for the following year to be considered by the full Board. The level of compensation paid should take into account the responsibilities and risks of Board service and should be commensurate with the compensation of Directors at similar companies.

14. In furtherance of the foregoing, the Board believes that the Directors should receive a portion of their compensation in stock or other appropriate forms of equity interests. The Company does not provide health or retirement benefits to non-management directors by reason of their Board service.

15. On an annual basis, the Board and each committee is required to conduct a self-evaluation of its performance. The Board evaluation will take place under a formal process approved by the Nominating and Governance Committee.

16. Under the direction of the Nominating and Governance Committee, each new Director is provided an orientation program that includes appropriate materials, meetings with key management and visits to Company facilities. The Board may provide continuing education for Directors, either individually, as a committee, or as the entire Board, when circumstances suggest such education would be of significant benefit to the Director(s).

Functioning of the Board
1. The Board should have at least five regularly scheduled meetings per year. In addition, special meetings may be called from time to time as determined by the needs of the business. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

2. The Chairman of the Board and CEO, together with the Lead Director, sets the agenda for Board meetings with the understanding that certain items pertinent to the advisory and monitoring functions of the Board be brought to it periodically by the Chairman and CEO for review and/or decision. For example, the annual corporate budget is reviewed by the Board. Agenda items that fall within the scope of responsibilities of a Board committee are reviewed with the chair of that committee. Any member of the Board may request that an item be included on the agenda.

3. Board materials related to agenda items are provided to Board members sufficiently in advance of Board meetings where necessary to allow the Directors to prepare for discussion of the items at the meeting. Directors should review these materials in advance of the meetings.

4. At the invitation of the Board, members of senior management recommended by the Chairman and CEO may attend Board meetings or portions thereof for the purpose of participating in discussions. Generally, presentations of matters to be considered by the Board are made by the manager responsible for that area of the Company’s operations. In addition, Board members have free access to all other members of management and employees of the Company.

5. Executive sessions or meetings of outside Directors without management present are held at each regular Board meeting in order to, among other things, review the report of the outside auditors, the criteria upon which the performance of the Chairman and CEO is based, the performance of the Chairman and CEO against such criteria, and the compensation of the Chairman and CEO. Additional executive sessions or meetings of outside Directors may be held from time to time as required or requested by an outside Director. Further, in the event that the Company’s group of non-management Directors includes any directors who are not considered independent, at least once annually an executive session of solely the Company’s independent Directors shall be held. The Lead Director will serve as chair of such executive sessions. The Lead Director will prepare the agenda for each such session and management will be available to assist. Executive sessions or meetings are held from time to time with the Chairman and CEO for a general discussion of relevant subjects including the performance criteria and compensation of senior managers other than the Chairman and CEO.

6. It is the policy of the Company that a Lead Director shall be elected annually to preside over executive sessions of the Company's non-management/independent Directors, to facilitate information flow and communication between the Directors and the Chairman, and to perform such other duties specified by the Board and outlined in the Charter of the Lead Director.

7. The Board and each of its committees has complete authority to retain and terminate such independent consultants, counselors or advisors to the Board and/or such committee as it shall deem necessary or appropriate, at the expense of the Company, including determining the fees and other terms of such retentions or terminations.

Functioning of Committees
1. The frequency, length and agenda of meetings of each of the committees are determined by the chair of the committee. Sufficient time to consider the agenda items is provided. Materials related to agenda items are provided to the committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting.

2. The responsibilities of each of the committees are determined by the Board from time to time.

Policy on Shareholder Rights Plans
The Board amended The Company's Shareholder Rights Agreement, or “Poison Pill,” to cause the Agreement to expire on February 16, 2006.

The Board has adopted a statement of policy that it will only adopt a shareholder rights plan if either:

(1) the Company’s shareholders have approved the adoption of the shareholders rights plan in advance; or

(2) a majority of the independent directors on the Company’s Board, in the exercise of their fiduciary responsibilities, determines that it is in the best interests of the shareholders under the circumstances to adopt a shareholders rights plan without the delay in adoption that would result from seeking advance shareholder approval. The Board is required to submit any shareholder rights plan adopted under this clause (2) to a shareholder ratification vote within 12 months after it is adopted. If the shareholder rights plan is not then approved by a majority of the votes cast on the matter, the shareholder rights plan will immediately terminate.

For purposes of this Policy, the term “shareholder rights plan” refers generally to a plan providing for the distribution of preferred stock, rights, warrants, options or debt instruments to the shareholders of the Company designed to deter non-negotiated takeovers by conferring certain rights on shareholders upon the occurrence of a “triggering event,” such as an unsolicited tender offer or third party acquisition of a specified percentage of stock.

Other Matters
The Company has set high ethical and professional standards for its employees, which it has codified in its Policy on Business Conduct. Compliance with that Policy is mandatory for all Company employees, and, where applicable, to its outside Directors. In addition, the Company’s Chairman and CEO and senior financial officers must comply with the enhanced standards set forth in the Company’s Code of Ethics for Principal Executive Officer and Senior Financial Officers.

Each proposal to waive the Company’s Policy on Business Conduct or Code of Ethics for Principal Executive Officer and Senior Financial Officers for any Director or Executive Officer must be approved in advance by the Board and promptly disclosed as required by New York Stock Exchange rules and applicable law.

Periodic Review
It is the intention of the Board that the foregoing Principles provide a framework and basis for the governance of the Company and the Board. The Board recognizes, however, that in order to permit the Company to respond effectively to ever changing developments, the foregoing Principles are intended to be guidelines and not rigid rules and exceptions may be made from time to time. Moreover, these Principles will be reviewed periodically by the Nominating and Governance Committee and may be revised and amended by the Board in the future.