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This excerpt taken from the ELN 20-F filed Feb 26, 2009. Report
of the Leadership Development and Compensation
Committee
The terms of reference for the committee are, amongst other
things, to determine the compensation, terms and conditions of
employment of the chief executive officer and other executive
directors and to review the recommendations of the chief
executive officer with respect to the remuneration and terms and
conditions of employment of our senior management. The committee
also exercises all the powers of the board of directors to issue
Ordinary Shares on the exercise of share options and vesting of
RSUs and to generally administer our equity award plans.
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Each member of the committee is nominated to serve for a
three-year term subject to a maximum of two terms of continuous
service.
This excerpt taken from the ELN 20-F filed Feb 28, 2008. Report
of the Leadership Development and Compensation
Committee
The terms of reference for the committee are to determine the
compensation, terms and conditions of employment of the chief
executive officer and other executive directors and to review
the recommendations of the chief executive officer with respect
to the remuneration and terms and conditions of employment of
our senior management. The committee also exercises all the
powers of the board of directors to issue Ordinary Shares on the
exercise of share options and vesting of RSUs and to generally
administer our equity award plans.
Each member of the committee is nominated to serve for a
three-year term subject to a maximum of two terms of continuous
service.
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This excerpt taken from the ELN 20-F filed Feb 28, 2007. Report
of the Leadership Development and Compensation
Committee
The terms of reference for the committee are to determine the
compensation, terms and conditions of employment of the chief
executive officer and other executive directors and to review
the recommendations of the chief executive officer with respect
to the remuneration and terms and conditions of employment of
our senior management. The committee also exercises all the
powers of the board of directors to issue Ordinary Shares on the
exercise of share options and vesting of RSUs and to generally
administer our equity award plans.
Each member of the committee is nominated to serve for a
three-year term subject to a maximum of two terms of continuous
service.
This excerpt taken from the ELN 6-K filed Mar 31, 2006. Report of the Leadership Development
and Compensation Committee
The terms of reference for the committee are to determine the
compensation, terms and conditions of employment of the chief
executive officer and other executive directors and to review
the recommendations of the chief executive officer with respect
to the remuneration and terms and conditions of employment of
our senior management. The committee also exercises all the
powers of the board of directors to issue Ordinary Shares on the
exercise of share options and to generally administer our share
option plans.
Each member of the committee is nominated to serve for a
three-year term subject to a maximum of two terms of continuous
service.
Remuneration Policy
Our policy on executive directors’ remuneration is to set
remuneration levels that are appropriate for our senior
executives having regard to their substantial responsibilities,
their individual performance and our performance as a whole. The
committee sets remuneration levels after reviewing remuneration
packages of executives in the pharmaceutical industry. The
committee takes external advice from independent benefit
consultants and considers Section B of the Code of Best
Practice of The Combined Code as issued by the London and Irish
Stock Exchanges.
The typical elements of the remuneration package for executive
directors include basic salary and benefits, annual cash
incentive bonus, pensions and participation in share option
plans.
The committee grants options to encourage identification with
shareholders’ interests and to link performance to the
long-term share price performance of Elan.
Executive Directors’ Basic
Salary
The basic salaries of executive directors are reviewed annually
having regard to personal performance, company performance and
market practice.
Elan Corporation, plc 2005 Annual Report 69
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This excerpt taken from the ELN 20-F filed Mar 30, 2006. Report
of the Leadership Development and Compensation
Committee
The terms of reference for the committee are to determine the
compensation, terms and conditions of employment of the chief
executive officer and other executive directors and to review
the recommendations of the chief executive officer with respect
to the remuneration and terms and conditions of employment of
our senior management. The committee also exercises all the
powers of the board of directors to issue Ordinary Shares on the
exercise of stock options and to generally administer our stock
option plans.
Each member of the committee is nominated to serve for a
three-year term subject to a maximum of two terms of continuous
service.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Report of the Leadership Development and Compensation Committee The terms of reference for the committee are to determine the compensation, terms and conditions of employment of the chief executive officer and other executive directors and to review the recommendations of the chief executive officer with respect to the remuneration and terms and conditions of employment of our senior management. The committee also exercises all the powers of the board of directors to issue Ordinary Shares on the exercise of share options and to generally administer our share option plans. The chief executive officer attends meetings of the committee except when his own remuneration is being considered. Each member of the committee is nominated to serve for a three-year term subject to a maximum of two terms of continuous service. Remuneration Policy Our policy on executive directors’ remuneration is to set remuneration levels that are appropriate for our senior executives having regard to their substantial responsibilities, their individual performance and our performance as a whole. The committee sets remuneration levels after reviewing remuneration packages of executives in the pharmaceutical industry. The committee takes external advice from independent benefit consultants and considers Section B of the Code of Best Practice of The Combined Code as issued by the London and Irish Stock Exchanges. The typical elements of the remuneration package for executive directors include basic salary and benefits, annual cash incentive bonus, pensions and participation in share option plans. The committee grants options to encourage identification with shareholders’ interests and to link performance to the long-term share price performance of Elan. Executive Directors’ Basic Salary The basic salaries of executive directors are reviewed annually having regard to personal performance, company performance and market practice. Annual Cash Incentive Bonus An annual cash incentive bonus, which is not pensionable, is paid on the recommendation of the committee to executive directors. Bonus determination is not based on specific financial or operational targets, but on individual and company performance. Share Option Plans It is the committee’s policy, in common with other companies operating in the pharmaceutical industry, to award share options to management and employees. The options generally vest between one and five years. These plans do not contain any performance conditions.
Employee Equity Purchase Plans In June 2004, our shareholders and board of directors approved a qualified Employee Equity Purchase Plan (the “U.S. Purchase Plan”), under Sections 421 and 423 of the Internal Revenue Code (“IRC”), which became effective on 1 January 2005 for eligible employees based in the U.S. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions. Also in June 2004, in connection with the U.S. Purchase Plan, our shareholders and board of directors approved the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (the “Irish/U.K. Sharesave Plans”). As at 31 December 2004, 1,500,000 shares have been reserved for issuance under the Irish/U.K. Sharesave Plans and U.S. Purchase Plan combined. The Irish/U.K. Sharesave Plans allow eligible employees to purchase at no lower than 85% of the fair market value at the start of the thirty-six month offering period. The plans allow eligible employees to save up to 320 Euro per month under the Irish Scheme or 250 pounds Sterling under the U.K. Plan and they may purchase shares anytime within six months after the end of the savings period. Directors’ Service Contracts See Directors’ Report. The compensation committee is pleased to submit this report to our shareholders on these matters. Composition of Leadership Development and Compensation Committee Dennis J. Selkoe, MD, Chairman Laurence G. Crowley Kevin M. McIntyre, MD
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