Eli Lilly 2012 Annual Report Download - page 120

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16
Committees of the Board of
Directors
Number, Structure, and Independence
The duties and membership of the six board-appointed
committees are described below. Only independent
directors may serve on the committees.
Committee membership and selection of committee
chairs are recommended to the board by the directors
and corporate governance committee after consulting
the chairman of the board and after considering the
backgrounds, skills, and desires of the board members.
The board has no set policy for rotation of committee
members or chairs but annually reviews committee
memberships and chair positions, seeking the best
blend of continuity and fresh perspectives.
Functioning of Committees
Each committee reviews and approves its own charter
annually, and the directors and corporate governance
committee reviews and approves all committee charters
annually. The chair of each committee determines the
frequency and agenda of committee meetings. The
audit, compensation, and public policy and compliance
committees meet alone in executive session on a
regular basis; all other committees meet in executive
session as needed.
All six committee charters are available online at http://
investor.lilly.com/governance.cfm, or upon request to
the company's corporate secretary.
Audit Committee
The duties of the audit committee are described in
“Audit Committee Matters” below.
Compensation Committee
The duties of the compensation committee are
described in “Compensation Committee Matters”
below.
Directors and Corporate Governance Committee
The duties of the directors and corporate governance
committee are described in “Directors and Corporate
Governance Committee Matters” below.
Finance Committee
The finance committee reviews and makes
recommendations regarding capital structure and
strategies, including dividends, stock repurchases,
capital expenditures, investments, financings and
borrowings, financial risk management, and significant
business-development projects.
Public Policy and Compliance Committee
The public policy and compliance committee:
• oversees the processes by which the company
conducts its business so that the company will do
so in a manner that complies with laws and
regulations and reflects the highest standards of
integrity; and
• reviews and makes recommendations regarding
policies, practices, and procedures of the company
that relate to public policy and social, political, and
economic issues.
Science and Technology Committee
The science and technology committee:
• reviews and makes recommendations regarding the
company’s strategic research goals and objectives;
• reviews new developments, technologies, and
trends in pharmaceutical research and
development;
• reviews the progress of the company's new product
pipeline; and
• oversees matters of scientific and medical integrity
and risk management.
Membership and Meetings of the Board and Its
Committees
In 2012, each director attended more than 85 percent of
the total number of meetings of the board and the
committees on which he or she serves. In addition, all
board members are expected to attend the annual
meeting of shareholders, and all the directors attended
in 2012. Current committee membership and the
number of meetings of the board and each committee in
2012 are shown in the table below.