AbbVie 2013 Annual Report Download - page 134

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negotiates and approves any fees paid to Aon Hewitt for these services. In 2013, the compensation
committee of AbbVie’s board authorized payment of approximately $300,000 to Aon Hewitt for services
rendered to the compensation committee relating to executive compensation. Separately, AbbVie
management engaged Aon Hewitt to perform and paid approximately $1.8 million for unrelated
services, including actuarial work, pension design and administration, insurance, and general consulting.
The AbbVie compensation committee was informed about these services, but its formal approval was
not requested. Based on an assessment of internally developed information and information provided
by Aon Hewitt, the compensation committee has determined that the committee’s independent
compensation advisor does not have a conflict of interest. A copy of the compensation committee
report is included in the section of this proxy statement captioned ‘‘Compensation Committee Report.’’
The nominations and governance committee members are Mr. Tilton, chair, Dr. Alpern,
Mr. Burnside, and Mr. Roberts. The committee is governed by a written charter. This committee assists
the board of directors in identifying individuals qualified to become board members and recommends
to the board the nominees for election as directors at the next annual meeting of stockholders,
recommends to the board the persons to be elected as executive officers of AbbVie, recommends to the
board the corporate governance guidelines applicable to AbbVie, oversees the evaluation of the board
and management, and serves in an advisory capacity to the board and the chairman of the board on
matters of organization, management succession plans, major changes in the organizational structure of
AbbVie, and the conduct of board activities. The process used by this committee to identify a nominee
to serve as a member of the board of directors depends on the qualities being sought. From time to
time, AbbVie engages an executive search firm to assist the committee in identifying individuals
qualified to be board members. Board members should have backgrounds that when combined provide
a portfolio of experience and knowledge that will serve AbbVie’s governance and strategic needs. In
the process of identifying nominees to serve as a member of the board of directors, the nominations
and governance committee considers the board’s diversity of ethnicity, gender, and geography and
assesses the effectiveness of the process in achieving that diversity. Board candidates will be 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, commitment to good corporate citizenship, and ability to commit sufficient time and
attention to the activities of the board. Directors should have demonstrated experience and ability that
is relevant to the board of directors’ oversight role with respect to AbbVie’s business and affairs.
The public policy committee members are Mr. Roberts, chair, Dr. Alpern, Mr. Liddy, and
Mr. Rapp. The committee is governed by a written charter. This committee assists the board of
directors in fulfilling its oversight responsibility with respect to AbbVie’s public policy, certain areas of
legal and regulatory compliance, and governmental affairs and health care compliance issues that affect
AbbVie by discharging the responsibilities set forth in its charter.
COMMUNICATING WITH THE BOARD OF DIRECTORS
Stockholders and other interested parties may communicate with the board of directors by writing
a letter to the chairman of the board, to the lead director, or to the independent directors
c/o AbbVie Inc., 1 North Waukegan Road, AP34, North Chicago, Illinois 60064, Attention: corporate
secretary. The corporate secretary regularly forwards to the addressee all letters other than mass
mailings, advertisements, and other materials not relevant to AbbVie’s business. In addition, directors
regularly receive a log of all correspondence received by the company that is addressed to a member of
the board and may request any correspondence on that log.
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