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This excerpt taken from the ELN 6-K filed Aug 28, 2009. Directors
The names and functions of the directors are shown on pages 85
to 87 of our 2008 Annual Report. At the 2009 Annual General
Meeting, held on 16 July 2009, Mr. Vaughn Bryson,
Mr. Richard Pilnik and Mr. Jack Schuler were elected
as non-executive directors of the Company. On that date
Dr. Floyd Bloom, Ms. Ann Maynard Gray, Dr. Dennis
Selkoe and Mr. Jeffrey Shames retired as non-exceutive
directors of the Company.
This excerpt taken from the ELN 6-K filed Mar 30, 2009. Directors
The directors may from time to time appoint any person to be a
director either to fill a casual vacancy or as an additional
director. A director so appointed shall hold office until the
conclusion of the Annual General Meeting (AGM) immediately
following their appointment, where they shall retire and may
offer themselves for election.
Directors serve for a term of three years expiring at the AGM in
the third year following their election or as the case may be,
their re-election at the AGM. A director retiring at an AGM
shall retain office until the close or adjournment of the
meeting. No person shall be eligible for appointment or
re-appointment to the office of director at any General Meeting
unless recommended by the directors or proposed by a duly
qualified and authorised member within the prescribed time
period.
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
This excerpt taken from the ELN 20-F filed Feb 26, 2009. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
The names of the directors are shown in Item 6.A.
“Directors and Senior Management.” Mr. Patrick
Kennedy and Mr. O’Connor were appointed as directors
on May 22, 2008. They will seek election at the forthcoming
Annual General Meeting (AGM). Mr. Crowley retired as a
director on May 22, 2008. Under the terms of our Articles
of Association, directors serve for a term of three years
expiring at the AGM in the third year following their
appointment at an AGM or as the case may be, their
re-appointment at the AGM. Additionally, in line with the
provisions of the Combined Code, non-executive directors who
have served on the board for in excess of nine years are subject
to annual re-election by shareholders. Directors are not
required to retire at any set age and may, if recommended by the
board of directors, offer themselves for re-election at any AGM
where they are deemed to have retired by rotation.
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Directors
The directors may from time to time appoint any person to be a
director either to fill a casual vacancy or as an additional
director. A director so appointed shall hold office until the
conclusion of the Annual General Meeting immediately following
their appointment, where they shall retire and may offer
themselves for election.
Directors serve for a term of three years expiring at the Annual
General Meeting in the third year following their election or as
the case may be, their re-election at Annual General Meeting. A
director retiring at an Annual General Meeting shall retain
office until the close or adjournment of the meeting. No person
shall be eligible for appointment or re-appointment to the
office of director at any General Meeting unless recommended by
the directors or proposed by a duly qualified and authorised
member within the prescribed time period.
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
This excerpt taken from the ELN 20-F filed Feb 28, 2008. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
The names of the directors are shown in Item 6.A.
“Directors and Senior Management.” Dr. Bloom and
Mr. Shames were appointed as directors on July 1, 2007
and Mr. Frick and Mr. Kerr were appointed as directors
on September 13, 2007. They will seek election at the
forthcoming Annual General Meeting. Dr. Gillespie retired
as a director on May 24, 2007. Under the terms of our
Articles of Association, directors serve for a term of three
years expiring at the Annual General Meeting in the third year
following their appointment or as the case may be, their
re-appointment at the Annual General Meeting. Additionally, in
line with the provisions of the Combined Code, non-executive
directors who have served on the board for in excess of nine
years are subject to annual re-election by shareholders.
Directors are not required to retire at any set age and may, if
recommended by the board of directors, offer themselves for
re-election at any Annual General Meeting where they are deemed
to have retired by rotation.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
This excerpt taken from the ELN 20-F filed Feb 28, 2007. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
The names of the directors are shown on page 56.
Mr. Rohn was appointed as a director on May 25, 2006
and will seek election at the forthcoming Annual General
Meeting. Ms. Lurker resigned as a director on May 31,
2006 and Dr. Ando resigned as a director on
December 31, 2006. Under the terms of our Articles of
Association directors serve for a term of three years expiring
at the Annual General Meeting in the third year following their
appointment or as the case may be, their re-appointment at the
Annual General Meeting. Additionally, in line with the
provisions of the combined Code, non-executive directors who
have served on the board for in excess of nine years are subject
to annual re-election by shareholders. Directors are not
required to retire at any set age and may offer themselves for
re-election at any Annual General Meeting where they are deemed
to have retired by rotation.
This excerpt taken from the ELN 6-K filed Mar 31, 2006. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. One-third of the board shall
retire at each Annual General Meeting. A director is not
required to retire at any set age and may offer themselves for
re-election at any meeting where they are deemed to have retired
by rotation. There is no requirement for a director to hold
shares.
This excerpt taken from the ELN 20-F filed Mar 30, 2006. Directors
Subject to certain limited exceptions, directors may not vote on
matters in which they have a material interest. In the absence
of an independent quorum, the directors may not vote
compensation to themselves or any member of the board of
directors. Directors are entitled to remuneration as shall, from
time to time, be voted to them by ordinary resolution of the
shareholders and to be paid such expenses as may be incurred by
them in the course of the performance of their duties as
directors. Directors who take on additional committee
assignments or otherwise perform additional services for us,
outside the scope of their ordinary duties as directors, shall
be entitled to receive such additional remuneration as the board
may determine. The directors may exercise all of the powers of
Elan to borrow money. These powers may be amended by special
resolution of the shareholders. There is no requirement for a
director to hold shares.
Under the terms of our Articles of Association, one-third of the
directors or, if their number is not a multiple of three, then
the number nearest to one-third shall retire from office at each
Annual General Meeting. The effect of
Table of Contents
this provision is that each of our directors retires no less
than every third year and, occasionally, after two years.
Directors are not required to retire at any set age and may
offer themselves for re-election at any Annual General Meeting
where they are deemed to have retired by rotation.
In accordance with our Articles of Association, Dr. Armen,
Mr. Crowley, Mr. Daniel, Mr. Martin and Dr.
McIntyre will retire at the 2006 Annual General Meeting. Mr.
Crowley, Mr. Daniel and Mr. Martin, being eligible, offer
themselves for re-election. Dr. Armen and Dr. McIntyre will not
be seeking re-election and so will be retiring from the board
effective from the conclusion of the 2006 Annual General Meeting.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Directors Subject to certain limited exceptions, directors may not vote on matters in which they have a material interest. In the absence of an independent quorum, the directors may not vote compensation to themselves or any member of the board of directors. Directors are entitled to remuneration as shall, from time to time, be voted to them by ordinary resolution of the shareholders and to be paid such expenses as may be incurred by them in the course of the performance of their duties as directors. Directors who take on additional committee assignments or otherwise perform additional services for us, outside the scope of their ordinary duties as directors, shall be entitled to receive such additional remuneration as the board may determine. The directors may exercise all of the powers of Elan to borrow money. These powers may be amended by special resolution of the shareholders. One-third of the board shall retire at each Annual General Meeting. A director is not required to retire at any set age and may offer themselves for re-election at any meeting where they are deemed to have retired by rotation. There is no requirement for a director to hold shares. | EXCERPTS ON THIS PAGE:
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