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ELN » Topics » External Appointments and Retention Fees

This excerpt taken from the ELN 6-K filed Mar 30, 2009.
External Appointments and Retention Fees
 
Executive directors may accept external appointments as non-executive directors of other companies and retain any related fees paid to them.
 
The LDCC is pleased to submit this report to our shareholders on these matters.
 
On behalf of the LDCC,
 
Patrick Kennedy
Chairman of the LDCC and Non-Executive Director
27 March 2009

     
Elan Corporation, plc 2008 Annual Report
  105

Table of Contents

 
Report of the Audit Committee
 
 
The current members of the Audit Committee (the Committee) are Mr. Gary Kennedy, Chairman, Mr. Giles Kerr and Mr. Donal O’Connor. They are all non-executive directors of the Company. The board considers each member to be independent under the Combined Code and under the criteria of the NYSE corporate governance listing standards concerning the composition of audit committees. In March 2009, the Company submitted the required annual written affirmation to the NYSE confirming its full compliance with those standards.
 
The board is satisfied that at least one member of the Committee has recent and relevant financial experience. The Committee has determined that Mr. Kennedy is an Audit Committee financial expert for the purposes of the Sarbanes-Oxley Act of 2002.
 
The core responsibilities of the Committee include reviewing and reporting to the board on:
 
•  Matters relating to the periodic financial reporting prepared by the Company;
 
•  The independent auditors qualifications and independence;
 
•  The performance of the internal auditor and the corporate compliance functions;
 
•  Compliance with legal and regulatory requirements including the operation of the Company’s Securities Trading Policy and Code of Conduct;
 
•  The Company’s overall framework for internal control over financial reporting and other internal controls and processes; and
 
•  The Company’s overall framework for risk management.
 
The Committee oversees the maintenance and review of the Company’s Code of Conduct. It has established procedures for the receipt and handling of complaints concerning accounting or audit matters.
 
It appoints and agrees on the compensation for the independent external auditors subject, in each case, to the approval of the Company’s shareholders at general meeting. The Committee maintains policies and procedures for the pre-approval of all audit services and permitted non-audit services undertaken by the independent external auditor. The principal purpose of these policies and procedures is to ensure that the independence of the independent external auditor is not impaired. The policies and procedures cover three categories of work: audit services, audit-related services and non-audit services. The pre-approval procedures permit certain audit, audit-related and non-audit services to be performed by the independent external auditor during the year subject to fee limits agreed with the Audit Committee in advance. Authority to approve, between Committee meetings, work in excess of the pre-agreed fee limits is delegated to members of the Committee if required. Regular reports to the full Committee are also provided for and, in practice, are a standing agenda item at Committee meetings.
 
The Committee held a number of private meetings without management present with both the Company’s head of internal audit and with the engagement partner from the Company’s independent external auditors. The purpose of these meetings was to facilitate free and open discussions between the Committee members and those individuals separate from the main sessions of the Committee, which were attended by the chief financial officer, the group controller and the Company’s general counsel.
 
At each regularly scheduled board meeting, the chairman of the Committee reported to the board on the principal matters covered at the preceding Committee meetings. The minutes of all Committee meetings were also circulated to all board members.
 
The Committee met on eight occasions in 2008. The Committee is scheduled to meet 10 times in 2009.

     
106
  Elan Corporation, plc 2008 Annual Report

Table of Contents

During 2008, the business considered and discussed by the Committee included the matters referred to below.
 
•  The Company’s financial reports and financial guidance were reviewed and various accounting matters and policies were considered;
 
•  Reports were received from the independent external auditors concerning its audit strategy and planning and the results of its audit of the financial statements and from management, the internal audit function and independent external auditor on the effectiveness of the Company’s system of internal controls and, in particular, its internal control over financial reporting;
 
•  The Committee reviewed the operations of the Company’s code of conduct, the employee helpline and email system. No material issues were reported through this route during the year. No waivers to the Code of Conduct were made in 2008;
 
•  The Committee reviewed the progress on the implementation of a comprehensive enterprise-wide risk management process in the Company;
 
•  Matters concerning the internal audit function, corporate compliance function and financial functions were reviewed. The Company’s continuing work to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 was monitored by the Committee;
 
•  The Committee charter and the operation of the Committee were reviewed during 2008. No changes were recommended; and
 
•  The amount of audit and non-audit fees of the independent auditor was monitored throughout 2008. The Committee was satisfied throughout the year that the objectivity and independence of the independent external auditor were not in any way impaired by either the nature of the non-audit work undertaken, the level of non-audit fees charged for such work or any other facts or circumstances.
 
On behalf of the Audit Committee,
 
Gary Kennedy
Chairman of the Audit Committee and Non-Executive Director
27 March 2009

     
Elan Corporation, plc 2008 Annual Report
  107

Table of Contents

This excerpt taken from the ELN 6-K filed Mar 31, 2008.
External Appointments and Retention of Fees
 
Executive directors may accept external appointments as non-executive directors of other companies and retain any related fees paid to them. Dr. Ekman was appointed as a non-executive director of InterMune, Inc. on 18 September 2006. In respect of such position, he retained the fees paid to him for such services. In 2007, this amounted to $61,500 (2006: $12,500).
 
This excerpt taken from the ELN 6-K filed Mar 30, 2007.
External Appointments and Retention of Fees
 
Executive directors may accept external appointments as non-executive directors of other companies and retain any related fees paid to them. Dr. Lars Ekman was appointed as a non-executive director of InterMune, Inc. on 18 September 2006. In respect of such position he retained the fees paid to him for such services. In 2006 this amounted to $12,500.
 

EXCERPTS ON THIS PAGE:

6-K
Mar 30, 2009
6-K
Mar 31, 2008
6-K
Mar 30, 2007

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