AbbVie 2012 Annual Report Download - page 123

THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors
The board of directors was not fully constituted until immediately prior to the Separation on
January 1, 2013. Throughout 2012, the board acted only by written consent in lieu of holding meetings.
One non-management director was appointed to the board and the audit committee in November 2012.
Prior to that time, the board was composed of officers of Abbott, AbbVie’s former parent.
AbbVie encourages its board members to attend the annual stockholder meeting. AbbVie did not
hold an annual stockholder meeting in 2012.
The board has determined that each of the following directors is independent in accordance with
the New York Stock Exchange listing standards: R. J. Alpern, R. S. Austin, W. H.L. Burnside,
E. M. Liddy, E. J. Rapp, R. S. Roberts, G. F. Tilton, and F. H. 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, 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 and chief executive officer are held by one individual and
the chairman 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
director 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. It is
the role of the lead director to review and approve matters, such as agenda items, schedule sufficiency,
and, where appropriate, information provided to other board members. The lead director is chosen by
and from the independent members of the board of directors, and serves as the liaison between the
chairman and the independent directors; however, 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 and chief executive officer regarding appropriate
agenda topics and other board related matters. The lead director also has the authority to call meetings
of the independent directors and, if requested by major stockholders, ensures that he or she is available
for consultation and direct communication.
AbbVie directors have backgrounds that when combined provide a portfolio of experience and
knowledge that serve AbbVie’s governance and strategic needs. Director nominees are 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
and commitment to good corporate citizenship. They must have demonstrated experience and ability
that is relevant to the board’s oversight role with respect to AbbVie’s business and affairs. Each
director’s biography includes the particular experience and qualifications that led the board to conclude
that the director should serve on the board. The directors’ biographies are in the section of the proxy
captioned ‘‘Information Concerning Director Nominees.’’
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