AbbVie 2012 Annual Report Download - page 162

REPORT OF THE AUDIT COMMITTEE
Management is responsible for the preparation and integrity of AbbVie’s consolidated financial
statements. The independent registered public accounting firm is responsible for performing an audit of
the consolidated financial statements and expressing an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States of America. The Audit
Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit
Committee has reviewed and discussed the audited financial statements contained in the 2012 Annual
Report on Form 10-K with AbbVie’s management and its independent registered public accounting firm.
AbbVie’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 does not
include a report of management’s assessment regarding internal control over financial reporting or an
attestation report of our independent registered public accounting firm on the effectiveness of our
internal control over financial reporting due to a transition period established by the rules of the
Securities and Exchange Commission for newly public companies.
The Audit Committee has discussed with the independent registered public accounting firm the
matters required to be discussed pursuant to Auditing Standards Section AU 380 (Communication with
Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board.
The Audit Committee has received the written disclosures and the letter from the independent
registered public accounting firm required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has discussed with the
independent registered public accounting firm the firm’s independence. The Audit Committee has also
considered whether the provision of non-audit services is compatible with maintaining the
independence of the independent registered public accounting firm.
Based on the review and discussions referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in AbbVie’s Annual Report on
Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.
Audit Committee
R. S. Austin, Chair, W. H.L. Burnside, E. J. Rapp, and F. H. Waddell
SAY ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
(ITEM 3 ON PROXY CARD)
Stockholders are being asked to approve the compensation of AbbVie’s named executive officers,
as disclosed under Securities and Exchange Commission rules, including the compensation discussion
and analysis, the compensation tables and related material included in this proxy statement.
The independent compensation committee of the board of directors, with the counsel of its
independent compensation consultant, has thoroughly examined AbbVie’s programs, the company’s
performance related to our industry and high-performing peer group and market factors. The committee
has determined that the specific pay decisions for the named executive officers are appropriate given the
company’s performance, the executives’ contributions, and our stockholders’ interests.
While this vote is advisory and non-binding, the board of directors and the compensation
committee value the opinion of the stockholders and will review the voting results and take them into
account when future compensation decisions are made.
Accordingly, the Board of Directors recommends that you vote FOR the approval of executive
compensation.
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