Eli Lilly 2012 Annual Report Download - page 121

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17
Name Board Audit Compensation Directors and
Corporate Governance Finance Public Policy and
Compliance Science and
Technology
Mr. Alvarez Member Member Member Member
Dr. Baicker Member Member Member
Sir Winfried Bischoff Member Member Chair
Mr. Eskew Member Chair Member
Mr. Fyrwald Member Chair Member
Dr. Gilman Member Member Chair
Mr. Hoover Member Member Member
Ms. Horn Member Chair Member
Dr. Kaelin Member Member Member
Dr. Lechleiter Chair
Ms. Marram Lead Director Member Chair
Mr. Oberhelman Member Member Member
Dr. Prendergast Member Member Member
Ms. Seifert Member Member Member
Number of 2012 Meetings 8 10 7 5 6 8 5
Directors and Corporate Governance
Committee Matters
Overview
The directors and corporate governance committee
recommends to the board candidates for membership
on the board and board committees and for lead
director. The committee also oversees matters of
corporate governance, including board performance,
director independence and compensation, and the
corporate governance guidelines.
All committee members are independent as defined in
the NYSE listing requirements.
Director Qualifications
The board seeks independent directors who represent a
mix of backgrounds and experiences that will enhance
the quality of the board’s deliberations and decisions.
Candidates shall have substantial experience with one
or more publicly-traded national or multinational
companies or shall have achieved a high level of
distinction in their chosen fields.
Board membership should reflect diversity in its
broadest sense, including persons diverse in geography,
gender, and ethnicity. The board is particularly
interested in maintaining a mix that includes the
following backgrounds:
• active or retired chief executive officers and senior
executives, particularly those with experience in
operations, finance, accounting, banking,
marketing, and sales;
• international business;
• medicine and science;
• government and public policy; and
• health care system (public or private).
Finally, board members should display the personal
attributes necessary to be an effective director:
unquestioned integrity; sound judgment; independence
in fact and mindset; ability to operate collaboratively;
and commitment to the company, its shareholders, and
other constituencies.
Our board members represent a desirable mix of
backgrounds, skills, and experiences, and they all share
the personal attributes of effective directors described
above. The board monitors the effectiveness of this
approach via an annual internal board assessment as
well as ongoing director succession planning
discussions by the directors and corporate governance
committee. Specific experiences and skills of our
independent directors are included in ”Director
Biographies” above.
Director Nomination Process
The board delegates the director screening process to
the directors and corporate governance committee,
which receives direct input from other board members.
Potential candidates are identified through
recommendations from several sources, including:
• incumbent directors;
• management;
• shareholders; and
• independent executive search firms that may be
retained by the committee to assist in locating and
screening candidates meeting the board’s selection
criteria.
The committee employs the same process for evaluating
all candidates, including those submitted by
shareholders. The committee initially evaluates a