AbbVie 2013 Annual Report Download - page 132

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THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors
The board of directors held eleven meetings in 2013. The average attendance of all incumbent
directors at board and committee meetings in 2013 was ninety-eight 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 2013 annual stockholder meeting.
The board has determined that each of the following directors is independent in accordance with
the New York Stock Exchange 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, 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 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 of the board 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 of the board 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 this proxy
statement captioned ‘‘Information Concerning Director Nominees.’’
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