AbbVie 2014 Annual Report Download - page 123

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Corporate Governance Highlights
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Our board of directors is committed to strong corporate governance tailored to meet the needs of AbbVie and
its stockholders to enhance stockholder value. Highlights of our governance include:
Governance Practice For more information
Independent lead director with robust responsibilities is selected p. 11
by the Board
8 of 9 directors are independent and regularly meet in executive p. 11
session
All members of the audit, compensation, nominations and p. 12
governance and public policy committees are independent
Policy prohibiting hedging and pledging p. 31
Robust stock ownership guidelines p. 31
Disclosure of our corporate political contributions and our trade http://www.abbvie.com/responsibility/
association dues and oversight process transparency-policies/corporate-political-
participation.html
Clawback authority in the event of financial restatement to p. 31
recover incentive plan awards
Related person transaction policy to ensure appropriate oversight p. 52
We do not have a shareholder rights plan or ‘‘poison pill’’ Certificate of Incorporation and By-Laws
Our directors are elected by a majority vote of our stockholders p. 7
for uncontested elections and we have a resignation policy if the
director fails to receive a majority of the votes cast
We hold an annual say-on-pay advisory vote on executive p. 51
compensation
Our governance guidelines restrict the number of boards our Corporate Governance Guidelines
directors may serve on to prevent overboarding
Annual board and committee self-assessments and annual Corporate Governance Guidelines
succession planning
We are guided by strong ethics programs and supplier guidelines http://www.abbvie.com/responsibility/
home.html
For inclusion on the Board, the Nominations and Governance pp. 13-14
Committee considers diversity of ethnicity, gender, and geography
Executive Compensation Highlights
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At AbbVie, the board believes a well-designed compensation program should align executive interests with the
drivers of profitable growth and stockholder returns, support achievement of the company’s primary business goals, and
attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder
value. Consequently, the compensation committee of the board has designed and implemented an executive
compensation program in which a substantial majority of named executive officer (NEO) compensation at AbbVie is
performance-based.
When determining the compensation levels of the NEOs, the committee first considers the median of the
competitive marketplace (as derived primarily from the health care peer group approved by the committee) as an initial
benchmark for assessing compensation. The committee then takes into account the company’s overall performance
against the financial, operating and strategic objectives that were established at the start of the performance period.
Finally, specific pay determinations are made for each NEO based on his or her individual performance and contributions
to the short- and long-term performance of the company.
2015 Proxy Statement 3
PROXY STATEMENT SUMMARY