Eli Lilly 2015 Annual Report Download - page 136

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P20
20
Name Board Audit Compensation
Directors and
Corporate
Governance Finance
Public Policy
and
Compliance
Science and
Technology
Mr. Alvarez Member Member Member
Dr. Baicker Member Member Member
Mr. Eskew Member Chair Member Member
Mr. Fyrwald Member Chair Member
Mr. Hoover Member Member Chair
Ms. Horn Member Chair Member
Dr. Kaelin Member Member Chair
Dr. Lechleiter Chair
Mr. Luciano Member Member Member
Ms. Marram Lead Director Member Chair
Dr. Prendergast Member Member Member
Dr. Runge Member Member Member
Ms. Seifert Member Member Member
Mr. Tai Member Member Member
Number of 2015
Meetings 9 11 8 6 9 4 8
Board Oversight of Compliance and Risk Management
The Board, together with the Audit and Public Policy and Compliance Committees, oversees the processes by
which the company conducts its business to ensure the company operates in a manner that complies with
laws and regulations and reflects the highest standards of integrity.
The company also has an enterprise risk management program overseen by its chief ethics and compliance
officer/senior vice president of enterprise risk management, who reports directly to the CEO. Enterprise risks
are identified and prioritized by management through both top-down and bottom-up processes. The top
priorities are assigned to a Board committee or full Board for oversight. Company management is charged
with managing risk through robust internal processes and controls. The enterprise risk management program
as a whole is reviewed annually at a joint meeting of the Audit and Public Policy and Compliance Committees,
and enterprise risks are also addressed in periodic business unit reviews and at the annual board and senior
management strategy session.
Code of Ethics
The board approves the company's code of ethics, which is set out in:
The Red Book: a comprehensive code of ethical and legal business conduct applicable to all employees
worldwide and to our Board of Directors. The Red Book is reviewed and approved annually by the Board.
Code of Ethical Conduct for Lilly Financial Management: a supplemental code for our CEO and all
members of financial management, in recognition of their unique responsibilities to ensure proper accounting,
financial reporting, internal controls, and financial stewardship.
These documents are available online at: http://www.lilly.com/about/business-practices/ethics-compliance and
https://www.lilly.com/About/Business-practices/Ethics-compliance/Code-of-conduct/code-of-conduct-financial-
management.aspx, or upon request to the company's corporate secretary.
Highlights of the Company’s Corporate Governance
The company is committed to good corporate governance, which promotes the long-term interests of
shareholders and other company stakeholders; builds confidence in our company leadership; and strengthens