Eli Lilly 2012 Annual Report Download - page 99

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87
Part III
Item 10. Directors, Executive Officers, and Corporate
Governance
Directors and Executive Officers
Information relating to our Board of Directors is found in our Proxy Statement to be dated on or about
March 25, 2013 (the Proxy Statement) under “Board of Directors” and is incorporated in this report by
reference.
Information relating to our executive officers is found at Item 1, "Business—Executive Officers of the
Company.”
Code of Ethics
We have adopted a code of ethics that complies with the applicable SEC and New York Stock Exchange
requirements. The code is set forth in:
• The Red Book, a comprehensive code of ethical and legal business conduct applicable to all
employees worldwide and to our Board of Directors; and
• Code of Ethical Conduct for Lilly Financial Management, a supplemental code for our chief executive
officer and all members of financial management that focuses on accounting, financial reporting,
internal controls, and financial stewardship.
Both documents are online on our website at http://www.lilly.com/about/compliance/conduct. In the event of
any amendments to, or waivers from, a provision of the code affecting the chief executive officer, chief
financial officer, chief accounting officer, controller, or persons performing similar functions, we intend to
post on the above website within four business days after the event a description of the amendment or waiver
as required under applicable SEC rules. We will maintain that information on our website for at least
12 months. Paper copies of these documents are available free of charge upon request to the company’s
secretary at the address on the front of this Form 10-K.
Corporate Governance
In our proxy statements, we describe the procedures by which shareholders can recommend nominees to our
board of directors. There have been no changes in those procedures since they were last published in our
proxy statement of March 5, 2012.
The board has appointed an audit committee consisting entirely of independent directors in accordance with
applicable SEC and New York Stock Exchange rules for audit committees. The members of the committee are
Michael L. Eskew (chair), Katherine Baicker, R. David Hoover, Douglas R. Oberhelman, and Kathi P. Seifert.
The board has determined that Messrs. Eskew, Hoover, and Oberhelman are audit committee financial
experts as defined in the SEC rules.
Item 11. Executive Compensation
Information on director compensation, executive compensation, and compensation committee matters can be
found in the Proxy Statement under “Directors’ Compensation,” “Compensation Committee Interlocks and
Insider Participation,” "Compensation Discussion and Analysis," and “Executive Compensation.” That
information is incorporated in this report by reference.