Advanced Medical Optics (EYE)

Audit and Finance Committee

We are managed under the direction of our board of directors. The board of directors has established an audit and finance committee, which is composed of Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff. Mr. Chavez is the designated alternate. The board of directors has determined that none of the committee members nor the alternate has a relationship to the Company that may interfere with the exercise of his or her independence from management and the Company. Consequently, the board of directors has unanimously determined that each of these committee members and the alternate is “independent” under current New York Stock Exchange listing standards and Section 10A(m)(3)(B) of the Securities Exchange Act of 1934. The board of directors has determined that no member of our audit and finance committee serves on the audit committees of more than three public companies.

Each member of the audit and finance committee, including the alternate member, is financially literate, in accordance with the qualifications set forth by the board of directors in its business judgment. In addition, the board of directors has unanimously determined that each of the audit and finance committee members, namely Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff, and the alternate, Mr. Chavez, has the requisite accounting or related financial management expertise to qualify as an “audit committee financial expert,” meaning that each has:

118

Table of Contents

In 2008, the audit and finance committee met seven times.

The board of directors adopted, and in February 2004 amended and restated, a written charter setting forth the authority and responsibilities of the audit and finance committee. Minor updates to accounting standards set forth in the audit and finance committee charter were approved by the board of directors on March 1, 2005, February 7, 2007 and August 4, 2008. The full text of the Audit and Finance Committee Charter has been published in the “Investors” section on the Company’s website at http://www.amo-inc.com. A copy will be provided without charge to any stockholder who requests it. As set forth in its charter, the audit and finance committee:

Our independent registered public accounting firm and our internal financial personnel have regular private meetings and unrestricted access with this committee.

Audit and Finance Committee

We are
managed under the direction of our board of directors. The board of directors has established an audit and finance committee, which is composed of Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff. Mr. Chavez is the
designated alternate. The board of directors has determined that none of the committee members nor the alternate has a relationship to the Company that may interfere with the exercise of his or her independence from management and the Company.
Consequently, the board of directors has unanimously determined that each of these committee members and the alternate is “independent” under current New York Stock Exchange listing standards and Section 10A(m)(3)(B) of the Securities
Exchange Act of 1934. The board of directors has determined that no member of our audit and finance committee serves on the audit committees of more than three public companies.

Audit and Finance Committee

We are
managed under the direction of our board of directors. The board of directors has established an audit and finance committee, which is composed of Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff. Mr. Chavez is the
designated alternate. The board of directors has determined that none of the committee members nor the alternate has a relationship to the Company that may interfere with the exercise of his or her independence from management and the Company.
Consequently, the board of directors has unanimously determined that each of these committee members and the alternate is “independent” under current New York Stock Exchange listing standards and Section 10A(m)(3)(B) of the Securities
Exchange Act of 1934. The board of directors has determined that no member of our audit and finance committee serves on the audit committees of more than three public companies.

Audit and Finance Committee

The Audit and Finance Committee is composed of Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff. Mr. Chavez is the designated alternate. Our board has determined that none of the committee members nor the alternate has a relationship to AMO that may interfere with the exercise of his or her independence from management and the company. Consequently, the board has unanimously determined that each of these committee members and the alternate is “independent” under current New York Stock Exchange (NYSE) listing standards and Section 10A(m)(3)(B) of the Securities Exchange Act of 1934. Our board of directors has determined that no member of our Audit and Finance Committee serves on the audit committees of more than three public companies.

12

Table of Contents

Each member of the Audit and Finance Committee and the alternate is financially literate, in accordance with the qualifications set forth by the company’s board of directors in its business judgment. In addition, the Board has unanimously determined that each of the Audit and Finance Committee members, namely Mr. Heinrich, Dr. Link, Mr. Rollans and Ms. Neff, and the alternate, Mr. Chavez, has the requisite accounting or related financial management expertise to qualify as an “audit committee financial expert,” meaning that each has:

In 2007, the Audit and Finance Committee met seven times.

The board of directors adopted, and in February 2004 amended and restated, a written Charter setting forth the authority and responsibilities of the Audit and Finance Committee. Minor updates to accounting standards set forth in the Audit and Finance Committee Charter were approved by the board of directors on March 1, 2005 and February 7, 2007. The full text of the Audit and Finance Committee Charter has been published in the “Investors” section on our Internet site at www.amo-inc.com. A copy will be provided without charge to any stockholder who requests it. As set forth in its Charter, the Audit and Finance Committee:

Our independent registered public accounting firm and our internal financial personnel have regular private meetings and unrestricted access with this committee.

The report of the committee begins on page 61.

Audit and Finance Committee

The Audit and Finance Committee is composed of Dr. Link, Mr. Rollans and Ms. Neff. Mr. Chavez is the designated alternate. Our board has determined that none of the committee members nor the alternate has a relationship to AMO that may interfere with the exercise of his or her independence from management and the company. Consequently, the board has unanimously determined that each of these committee members and the alternate is “independent” under current New York Stock Exchange (NYSE) listing standards and Section 10A(m)(3)(B) of the Securities Exchange Act of 1934. Our board of directors has determined that no member of our Audit and Finance Committee serves on the audit committees of more than three public companies.

Each member of the Audit and Finance Committee and the alternate is financially literate, in accordance with the qualifications set forth by the company’s board of directors in its business judgment. In addition, the board has unanimously determined that each of the Audit and Finance Committee members, namely Dr. Link, Mr. Rollans and Ms. Neff, and the alternate, Mr. Chavez, has the requisite accounting or related financial management expertise to qualify as an “audit committee financial expert,” meaning that each has:

In 2006, the Audit and Finance Committee met seven times.

The board of directors adopted, and in February 2004 amended and restated, a written Charter setting forth the authority and responsibilities of the Audit and Finance Committee. Minor updates to accounting standards set forth in the Audit and Finance Committee Charter were approved by the board of directors on March 1, 2005 and February 7, 2007. The full text of the Audit and Finance Committee Charter has been published in the “Investors” section on our Internet site at www.amo-inc.com. A copy will be provided without charge to any stockholder who requests it. As set forth in its Charter, the Audit and Finance Committee:

Our independent auditors and our internal financial personnel have regular private meetings and unrestricted access with this committee.

The report of the committee begins on page 49.

13

Table of Contents

Audit and Finance Committee

The Audit and Finance Committee is composed of Dr. Link, Messrs. Rollans and Grant and Ms. Neff. Our board has determined that none of the committee members has a relationship to AMO that may interfere with the exercise of his or her independence from management and the company. Consequently, the board has unanimously determined that each of these committee members is “independent” under

10

current New York Stock Exchange (NYSE) listing standards and Section 10A(m)(3)(B) of the Securities Exchange Act of 1934. Our board of directors has determined that, as of February 9, 2006, no member of our Audit and Finance Committee serves on the audit committees of more than three public companies, with the exception of Mr. Grant, who serves on four audit committees, including AMO’s Audit and Finance Committee. The board of directors has considered and approved Mr. Grant’s simultaneous service on four audit committees, and has determined that such service does not impair his ability to serve on AMO’s Audit and Finance Committee.

Each member of the Audit and Finance Committee is financially literate, in accordance with the qualifications set forth by the company’s board of directors in its business judgment. In addition, the board has unanimously determined that each of the Audit and Finance Committee members, namely Dr. Link, Messrs. Rollans and Grant and Ms. Neff, has the requisite accounting or related financial management expertise to qualify as an “audit committee financial expert,” meaning that each has:

·       an understanding of generally accepted accounting principles and financial statements;

·       the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

·       experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by AMO’s financial statements, or experience actively supervising one or more persons engaged in such activities;

·       an understanding of internal control over financial reporting; and

·       an understanding of audit committee functions.

In 2005, the Audit and Finance Committee met seven times.

The board of directors adopted, and in February 2004 amended and restated, a written Charter setting forth the authority and responsibilities of the Audit and Finance Committee. A minor update to an accounting standard set forth in the Audit and Finance Committee Charter was approved by the board of directors on March 1, 2005. The full text of the Audit and Finance Committee Charter has been published in the “Investors” section on our Internet site at www.amo-inc.com. A copy will be provided without charge to any stockholder who requests it. As set forth in its Charter, the Audit and Finance Committee:

·       reviews the scope of the audit by the independent auditors;

·       inquires into the effectiveness of our accounting and internal control functions;

·       recommends to the board of directors any changes in the appointment of independent auditors that the committee may deem to be in the best interests of the company and its stockholders;

·       assists the board of directors in establishing and monitoring compliance with the ethical business practice standards of the company; and

·       has a finance oversight role, including the periodic evaluation of our finance function, capital structure and debt and equity policies and programs.

Our independent auditors and our internal financial personnel have regular private meetings and unrestricted access with this committee.

The report of the committee begins on page 31.

11