Eli Lilly 2013 Annual Report Download - page 116
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18
18
• The integrity of financial information which will be provided to the shareholders and others;
• The systems of internal controls and disclosure controls which management has established;
• The performance of internal and independent audit functions; and
• The company's compliance with legal and regulatory requirements.
The Board of Directors has determined that Mr. Eskew, Mr. Oberhelman, and Mr. Tai are Audit Committee
financial experts, as defined in the SEC rules.
Compensation Committee
• Oversees the company’s global compensation philosophy and policies;
• Establishes the compensation of our chief executive officer and other executive officers; and
• Acts as the oversight committee with respect to the company’s deferred compensation plans,
management stock plans, and other management incentive compensation programs.
The committee delegates authority to the appropriate company management for day-to-day plan
administration and interpretation, including selecting participants, determining award levels within plan
parameters, and approving award documents. However, the committee may not delegate any authority for
matters affecting the executive officers.
Directors and Corporate Governance Committee
• Recommends to the Board candidates for membership on the Board and Board committees and for
lead director; and
• Oversees matters of corporate governance, including Board performance, director independence and
compensation, and the corporate governance guidelines.
Finance Committee
Reviews and makes recommendations to the Board regarding financial matters, including:
• Capital structure and strategies;
• Dividends;
• Stock repurchases;
• Capital expenditures;
• Investments, financings and borrowings;
• Financial risk management; and
• Significant business-development 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;
and
• 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;
• Reviews the progress of the company's new product pipeline; and
• Oversees matters of scientific and medical integrity and risk management.