AbbVie 2014 Annual Report Download - page 131

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THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors
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The board of directors held seventeen meetings in 2014. The average attendance of all incumbent directors at
board and committee meetings in 2014 was ninety-five percent and each director attended at least seventy-five percent
of the total number of board meetings and meetings of the committees on which he or she served. AbbVie encourages
its board members to attend the annual stockholder meeting. All of AbbVie’s directors attended the 2014 annual
stockholder meeting.
The board has determined that each of the following directors is independent in accordance with the New York
Stock Exchange (NYSE) listing standards: Dr. Alpern, Ms. Austin, Mr. Burnside, Mr. Liddy, Mr. Rapp, Mr. Roberts, Mr. Tilton,
and Mr. Waddell. To determine independence, the board applied the AbbVie Inc. director independence guidelines. The
board also considered whether a director has any other material relationships with AbbVie or its subsidiaries and
concluded that none of these directors had a relationship that impaired the director’s independence. This included
consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which
AbbVie sold products or made contributions or from which AbbVie purchased products and services during the year. This
also included consideration of the fact that some of the directors serve on the board of Abbott Laboratories (Abbott),
AbbVie’s former parent. In making its determination, the board relied on both information provided by the directors and
information developed internally by AbbVie.
The board has risk oversight responsibility for AbbVie and administers this responsibility both directly and with
assistance from its committees.
The board has determined that the current leadership structure, in which the offices of chairman of the board
and chief executive officer are held by one individual and the chair of the nominations and governance committee is
appointed to be the lead director, ensures the appropriate level of oversight, independence, and responsibility is applied
to all board decisions, including risk oversight, and is in the best interests of AbbVie and its stockholders. The lead
independent director is chosen by and from the independent members of the board of directors.
The lead independent director responsibilities include:
1. facilitates communication with the board and presides over regularly conducted executive sessions of the
independent directors or sessions where the chairman of the board is not present;
2. reviews and approves matters, such as agenda items, schedule sufficiency, and, where appropriate,
information provided to other board members;
3. serves as the liaison between the chairman of the board and the independent directors;
4. has the authority to call meetings of the independent directors;
5. if requested by major stockholders, ensures that he or she is available for consultation and direct
communication as needed; and
6. performs such other duties as the board may determine from time to time.
All directors are encouraged to, and in fact do, consult with the chairman on each of the above topics, as well.
The lead director, and each of the other directors, communicates regularly with the chairman of the board and chief
executive officer regarding appropriate agenda topics and other board related matters.
2015 Proxy Statement 11