Eli Lilly 2013 Annual Report Download - page 111

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Director Qualifications and Nomination Process
Director Qualifications
Experience: The Board seeks independent directors who represent a mix of experiences that will enhance
the quality of the Board's deliberations and decisions. The Board is particularly focused on maintaining a mix
of individuals with CEO, international business, medical/science, government/policy or other health care
experience.
Diversity: The Board considers diversity as an important factor in selecting potential Board candidates but
does not have a stand-alone diversity policy. The Board strives to achieve diversity in the broadest sense,
including persons diverse in geography, gender, ethnicity, and experiences. Although the Board does not
establish specific diversity goals, the Board's overall diversity is a significant consideration in the director
selection and nomination process. The Directors and Corporate Governance Committee assesses the
effectiveness of board diversity efforts in connection with the annual nomination process as well as in new
director searches. The company's current Board includes members whose experiences cover a wide range
of geographies and industries, and includes members with experience in academic research, healthcare, and
governmental consulting. The company's directors range in age from 42 to 72, and include four women and
three ethnically diverse members.
Character: Board members should possess the personal attributes necessary to be an effective director,
including unquestioned integrity, sound judgment, independence, a collaborative spirit, and commitment to the
company, our shareholders, and other constituencies.
Director Nomination Process
The Board delegates the director screening process to the Directors and Corporate Governance Committee,
which receives input from other Board members.
Potential directors are identified from several sources, including incumbent directors, management,
shareholders, and executive search firms. The committee employs the same process for evaluating all
shareholder candidates, including those submitted by shareholders.
The committee employs the same process for evaluating all candidates, including those submitted by
shareholders. The committee initially evaluates a candidate based on publicly available information and any
additional information supplied by the party recommending the candidate. If the candidate appears to satisfy
the selection criteria and the committee’s initial evaluation is favorable, the committee, assisted by
management or the search firm, gathers additional data on the candidate’s qualifications, availability, probable
level of interest, and any potential conflicts of interest. If the committee’s subsequent evaluation continues to
be favorable, the candidate is contacted by the Chairman of the Board and one or more of the independent
directors for direct discussions to determine the mutual levels of interest in pursuing the candidacy. If these
discussions are favorable, the committee makes a final recommendation to the board to nominate the
candidate for election by the shareholders (or to select the candidate to fill a vacancy, as applicable).
Shareholder Recommendations and Nominations for Director Candidates
A shareholder who wishes to recommend a director candidate for evaluation should forward the candidates
name and information about the candidate's qualifications to:
Chair of the Corporate Governance Committee
c/o Corporate Secretary
Lilly Corporate Center
Indianapolis, IN 46285
The candidate must meet the selection criteria described above and must be willing and expressly interested
in serving on the Board.
Under Section 1.9 of the company’s bylaws, a shareholder who wishes to directly nominate a director
candidate at the 2015 annual meeting (i.e., to propose a candidate for election who is not otherwise