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This excerpt taken from the ELN 6-K filed Mar 30, 2009. Board
Committees
Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Gary Kennedy, Chairman,
Mr. Kerr and Mr. O’Connor (appointed
10 September 2008). Mr. Crowley and Mr. Shames
resigned from the Audit Committee on 22 May 2008 and
29 January 2009, respectively. Mr. Gary Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held eight meetings in 2008.
Table of Contents
Further information about the work of the Audit Committee is set
out in the Report of the Audit Committee on pages 106 to
107.
Leadership
Development and Compensation Committee
The LDCC, composed entirely of independent non-executive
directors, reviews our compensation philosophy and policies with
respect to executive compensation, fringe benefits and other
compensation matters. The committee determines the compensation
of the CEO and other executive directors and reviews the
compensation of the other members of the executive management.
The members of the committee are Mr. Patrick Kennedy,
Chairman (appointed as a member 10 September 2008 and then
as chairman on 29 January 2009), Dr. Selkoe and
Mr. Shames (appointed 29 January 2009).
Mr. Crowley resigned from the committee on 22 May
2008. Mr. Rohn replaced Dr. Selkoe as chairman on
10 September 2008 and acted in that role until his
resignation from the committee on 29 January 2009. The
committee held four meetings in 2008. Further information about
the work of the LDCC is set out in the Report of the Leadership
Development and Compensation Committee on pages 97 to 105.
Nominating
and Governance Committee
The Nominating and Governance Committee, composed entirely of
independent non-executive directors, reviews on an ongoing basis
the membership of the board of directors and of the board
committees and the performance of the directors. It recommends
new appointments to fill any vacancy that is anticipated or
arises on the board of directors. The committee reviews and
recommends changes in the functions of the various committees of
the board. The guidelines and the charter of the committee set
out the manner in which the performance evaluation of the board,
its committees and the directors is to be performed and by whom.
The members of the committee are Mr. McGowan, Chairman,
Ms. Maynard Gray and Mr. McLaughlin. The committee
held four meetings in 2008.
Science
and Technology Committee
The Science and Technology Committee advises the board in its
oversight of matters pertaining to our research and technology
strategy and provides a perspective on those activities to the
board. It does so by reviewing the discovery approaches within
our internal research effort and external innovation network and
by reviewing internal and external technology capabilities
against long-term trends and advancements. The members of the
committee are Dr. Ekman, Chairman, Dr. Bloom, and
Dr. Selkoe. Mr. Frick resigned from the committee on
29 January 2009. The committee held two meetings in 2008.
Commercial
Committee
The Commercial Committee was established in January 2009 and
advises the board in its oversight of matters relating to our
commercial business, including the structure and operation of
our key commercial collaboration arrangements. The members of
the committee are Mr. Rohn, Chairman, and Mr. Frick.
Table of Contents
Corporate
Governance Statement
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Board
Committees
Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Kennedy, Chairman,
Mr. Crowley, Mr. Kerr (appointed 31 January
2008) and Mr. Shames. Mr. McGowan resigned from
the Audit Committee on 31 January 2008. Mr. Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held nine meetings during 2007. Further information
about the work of the Audit Committee is set out in the Report
of the Audit Committee on pages 73 to 74.
Leadership
Development and Compensation Committee
The LDCC, composed entirely of independent non-executive
directors, reviews our compensation philosophy and policies with
respect to executive compensation, fringe benefits and other
compensation matters. The committee determines the compensation
of the chief executive officer and other executive directors and
reviews the compensation of the other members of the executive
management. The members of the committee are Dr. Selkoe,
Chairman, Mr. Crowley and Mr. Rohn. The
62 Elan
Corporation, plc 2007 Annual Report
Table of Contents
Corporate
Governance
committee held four meetings during 2007. Further information
about the work of the LDCC is set out in the Report of the
Leadership Development and Compensation Committee on
pages 65 to 72.
Nominating
and Governance Committee
The NGC, composed entirely of independent non-executive
directors, reviews on an ongoing basis the membership of the
board of directors and of the board committees and the
performance of the directors. It recommends new appointments to
fill any vacancy that is anticipated or arises on the board of
directors. The committee reviews and recommends changes in the
functions of the various committees of the board. The guidelines
and the charter of the committee set out the manner in which the
performance evaluation of the board, its committees and the
directors is to be performed and by whom. In December 2007, it
received a report from the lead independent director on his
evaluation of the performance of the board, the board committees
and individual directors, which he conducted through meetings
with each member of the board. The members of the committee are
Mr. McGowan, Chairman, Ms. Gray and
Mr. McLaughlin. The committee held five meetings during
2007.
Science
and Technology Committee
The STC advises the board in its oversight of matters pertaining
to our research and technology strategy and provides a
perspective on those activities to the board. It does so by
reviewing the discovery approaches within our internal research
effort and external innovation network and by reviewing internal
and external technology capabilities against long-term trends
and advancements. The members of the committee are
Dr. Ekman, Chairman, Dr. Bloom, Mr. Frick
(appointed 31 January 2008) and Dr. Selkoe. The
committee held two meetings during 2007.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Board
Committees
Audit
Committee
The audit committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Dr. Gillespie, Chairman,
Mr. Kennedy, and Mr. McGowan. Mr. Kennedy
qualifies as an audit committee financial expert. The audit
committee held eight formal meetings during 2006. Further
information about the work of the Audit Committee is set out in
the Report of the Audit Committee on pages 69 to 70.
Leadership
Development and Compensation Committee
The leadership development and compensation committee (LDCC),
composed entirely of independent non-executive directors,
reviews our compensation philosophy and policies with respect to
executive compensation, fringe benefits and other compensation
matters. The committee determines the compensation of the chief
executive officer and other executive directors and reviews the
compensation of the other members of the executive management.
The members of the committee are Dr. Selkoe, Chairman,
Mr. Crowley and Mr. Rohn (appointed 31 July
2006). The committee held six meetings during 2006. Further
information about the work of the LDCC is set out in the Report
of the Leadership Development and Compensation Committee on
pages 61 to 68.
Nominating
Committee
The nominating committee, composed entirely of independent
non-executive directors, reviews on an ongoing basis the
membership of the board of directors and of the board committees
and the performance of the directors. It recommends new
appointments to fill any vacancy that is anticipated or arises
on the board of directors. The committee reviews and recommends
changes in the functions of the various committees of the board.
The Guidelines and the charter of the committee set out the
manner in which the performance evaluation of the board, its
committees and the directors is to be performed and by whom. The
members of the committees are Mr. McGowan, Chairman,
Ms. Gray and Mr. McLaughlin. The committee held five
meetings during 2006.
58 Elan
Corporation, plc 2006 Annual Report
Table of Contents
Corporate
Governance
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