Eli Lilly 2010 Annual Report Download - page 109

Download and view the complete annual report

Please find page 109 of the 2010 Eli Lilly annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 164

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164

PROXY STATEMENT
Assessment of Board Processes and Performance
The directors and corporate governance committee annually assesses the performance of the board, its committees,
and board processes based on inputs from all directors. The committee also considers the contributions of individual
directors at least every three years when considering whether to recommend nominating the director to a new
three-year term.
Committees of the Board of Directors
Number, Structure, and Independence
The duties and membership of the six board-appointed committees are described below. Only independent directors
may serve on the committees.
Committee membership and selection of committee chairs are recommended to the board by the directors and
corporate governance committee after consulting the chairman of the board and after considering the backgrounds,
skills, and desires of the board members. The board has no set policy for rotation of committee members or chairs
but annually reviews committee memberships and chair positions, seeking the best blend of continuity and fresh
perspectives on the committees.
Functioning of Committees
Each committee reviews and approves its own charter annually, and the directors and corporate governance
committee reviews and approves all committee charters annually. The chair of each committee determines the
frequency and agenda of committee meetings. In addition, the audit, compensation, and public policy and compliance
committees meet alone in executive session on a regular basis; all other committees meet in executive session as
needed.
All six committee charters are available online at http://investor.lilly.com/governance.cfm.
Audit Committee
The duties of the audit committee are described in the “Audit Committee Report.”
Compensation Committee
The duties of the compensation committee are described on pages 23-24, and the “Compensation Committee
Report” is shown on page 37.
Directors and Corporate Governance Committee
The duties of the directors and corporate governance committee are described in the “Directors and Corporate
Governance Committee Matters” section.
Finance Committee
The finance committee reviews and makes recommendations regarding capital structure and strategies, including
dividends, stock repurchases, capital expenditures, financings and borrowings, and significant business develop-
ment projects.
Public Policy and Compliance Committee
• oversees the processes by which the company conducts its business so that the company will do so in a manner
that complies with laws and regulations and reflects the highest standards of integrity
• reviews and makes recommendations regarding policies, practices, and procedures of the company that relate
to public policy and social, political, and economic issues.
Science and Technology Committee
• reviews and makes recommendations regarding the company’s strategic research goals and objectives
• reviews new developments, technologies, and trends in pharmaceutical research and development
• oversees matters of scientific and medical integrity and risk management.
15