AbbVie 2012 Annual Report Download - page 125

relative to market practice. The committee negotiates and approves any fees paid to Aon Hewitt for
these services. In 2012, the compensation committee of Abbott’s board authorized payment of
approximately $316,000 to Aon Hewitt for services rendered to the Abbott compensation committee
relating to executive compensation. Separately, Abbott management engaged Aon Hewitt to perform
and paid approximately $6 million for unrelated services, including actuarial work, pension design and
administration, insurance, and general consulting. The Abbott compensation committee was informed
about these services, but its formal approval was not requested. Based on an assessment of internally
developed information and information provided by Aon Hewitt, the compensation committee has
determined that the committee’s independent compensation advisor does not have a conflict of interest.
A copy of the compensation committee report is on page 28.
The nominations and governance committee, whose members are G. F. Tilton, chairman,
R. J. Alpern, W. H.L. Burnside, and R. S. Roberts, did not meet prior to the Separation in 2012. The
committee is governed by a written charter. This committee assists the board of directors in identifying
individuals qualified to become board members and recommends to the board the nominees for
election as directors at the next annual meeting of stockholders, recommends to the board the persons
to be elected as executive officers of AbbVie, recommends to the board the corporate governance
guidelines applicable to AbbVie, oversees the evaluation of the Board and management, and serves in
an advisory capacity to the board and the chairman of the board on matters of organization,
management succession plans, major changes in the organizational structure of AbbVie, and the
conduct of board activities. The process used by this committee to identify a nominee to serve as a
member of the board of directors depends on the qualities being sought. From time to time, AbbVie
engages an executive search firm to assist the committee in identifying individuals qualified to be board
members. Board members should have backgrounds that when combined provide a portfolio of
experience and knowledge that will serve AbbVie’s governance and strategic needs. In the process of
identifying nominees to serve as a member of the board of directors, the nominations and governance
committee considers the board’s diversity of ethnicity, gender, and geography and assesses the
effectiveness of the process in achieving that diversity. Board candidates will be considered on the basis
of a range of criteria, including broad-based business knowledge and relationships, prominence and
excellent reputations in their primary fields of endeavor, as well as a global business perspective,
commitment to good corporate citizenship, and ability to commit sufficient time and attention to the
activities of the board. Directors should have demonstrated experience and ability that is relevant to
the board of directors’ oversight role with respect to AbbVie’s business and affairs.
The public policy committee, whose members are R. S. Roberts, chair, R. J. Alpern, E. M. Liddy,
and E. J. Rapp, did not meet prior to the Separation in 2012. The committee is governed by a written
charter. This committee assists the board of directors in fulfilling its oversight responsibility with
respect to AbbVie’s public policy, certain areas of legal and regulatory compliance, and governmental
affairs and health care compliance issues that affect AbbVie by discharging the responsibilities set forth
in its charter.
COMMUNICATING WITH THE BOARD OF DIRECTORS
Stockholders and other interested parties may communicate with the board of directors by writing
a letter to the chairman of the board, to the lead director, or to the independent directors
c/o AbbVie Inc., 1 North Waukegan Road, AP34, North Chicago, Illinois 60064, Attention: corporate
secretary. The corporate secretary regularly forwards to the addressee all letters other than mass
mailings, advertisements, and other materials not relevant to AbbVie’s business. In addition, directors
regularly receive a log of all correspondence received by the company that is addressed to a member of
the board and may request any correspondence on that log.
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