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This excerpt taken from the WPI DEF 14A filed Mar 31, 2009. Director
Independence
On an annual basis our Board of Directors reviews the
independence of all directors and affirmatively makes a
determination as to the independence of each director. For a
director to be considered independent, the Board must determine
that the director does not have any direct or indirect material
relationship with Watson. To assist in making this
determination, the Board has adopted independence guidelines
which are designed to conform to, or be more exacting than, the
independence requirements set forth in the listing standards of
the NYSE. You may find these guidelines on our website at
www.watson.com. In addition to applying these guidelines,
the Board considers any and all additional relevant facts and
circumstances in making an independence determination.
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Our Board has determined that at least a majority of its
directors has no direct or indirect material relationship with
us (other than as our director) and such directors are
independent within the meaning of the independence standards
promulgated by the SEC and the NYSE. Specifically, on
March 5, 2009, the Board determined, based on our Director
Independence Standards and the NYSE standards for independence,
that Michael Fedida, Michel Feldman, Albert Hummel, Catherine
Klema, Jack Michelson, Ronald Taylor, Andrew Turner and Fred
Weiss, or eight out of our nine directors, have no relationship
with us that would interfere with the exercise of independent
judgment and are independent directors. Mr. Bisaro was
determined to be not independent, because he is our President
and Chief Executive Officer.
The relationships and transactions reviewed by the Board
included the following:
(i) Mr. Fedida’s ownership of pharmacies that
from time to time purchase pharmaceuticals from Anda, Inc., one
of our subsidiaries, that is a wholesaler distributor,
(ii) Mr. Feldman’s partnership with Seyfarth Shaw
LLP, a law firm which has provided services for us in the past,
(iii) Ms. Klema’s directorship with
Pharmaceutical Product Development, Inc., a contract research
organization that has provided services for us in the
past, and
(iv) Mr. Taylor’s directorship of 3e Company, a
privately-held compliance information services company that has
provided services for us in the past.
The Board has determined that these transactions were made in
the ordinary course, were below the thresholds set forth in our
director independence standards and did not affect the
independence of the directors involved.
This excerpt taken from the WPI DEF 14A filed Apr 7, 2008. Director
Independence
On an annual basis our Board of Directors reviews the
independence of all directors and affirmatively makes a
determination as to the independence of each director. For a
director to be considered independent, the Board must determine
that the director does not have any direct or indirect material
relationship with Watson. To assist in making this
determination, the Board has adopted independence guidelines
which are designed to conform to, or be more exacting than, the
independence requirements set forth in the listing standards of
the NYSE. You may find these guidelines on our website at
www.watson.com. In addition to applying these guidelines,
the Board considers any and all additional relevant facts and
circumstances in making an independence determination.
Our Board has determined that at least a majority of its
directors has no direct or indirect material relationship with
us (other than as our director) and such directors are
independent within the meaning of the independence standards
promulgated by the SEC and the NYSE. Specifically, on
February 26, 2008, the Board determined, based on our
Director Independence Standards and the NYSE standards for
independence, that Michael Fedida, Michel Feldman, Albert
Hummel, Catherine Klema, Jack Michelson, Ronald Taylor,
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Andrew Turner and Fred Weiss, or eight out of our ten
directors, have no material relationship with us and are
independent directors. Dr. Chao was determined to be not
independent, because (a) he was our President and Chief
Executive Officer through September 2007 and (b) he is the
brother-in-law
of Dr. David Hsia, our Senior Vice President, Scientific
Affairs. Mr. Bisaro was determined to be not independent,
because he is our President and Chief Executive Officer.
The relationships and transactions reviewed by the Board
included the following:
(i) Mr. Fedida’s ownership of pharmacies that
from time to time purchase pharmaceuticals from Anda, Inc., a
wholesaler distributor we acquired in 2006,
(ii) Mr. Feldman’s partnership with Seyfarth Shaw
LLP, a law firm which has provided services for us within the
past three years,
(iii) Ms. Klema’s directorship with
Pharmaceutical Product Development, Inc., a contract research
organization that has provided services for us within the past
three years, and
(iv) Mr. Taylor’s directorship of 3e Company, a
privately-held compliance information services company that has
provided services for us within the past three years.
The Board has determined that these transactions were made in
the ordinary course, were below the thresholds set forth in our
director independence standards and did not affect the
independence of the directors involved.
This excerpt taken from the WPI DEF 14A filed Apr 4, 2007. On an annual basis our Board of Directors reviews the independence of all directors and affirmatively makes a determination as to the independence of each director. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with Watson. To assist in making this determination, the Board has adopted independence guidelines which are designed to conform to, or be more exacting than, the independence requirements set forth in the listing standards of the NYSE. These guidelines are attached as Appendix A to this proxy statement. In addition to applying these guidelines, the Board considers any and all additional relevant facts and circumstances in making an independence determination. Our Board has determined that at least a majority of its directors has no direct or indirect material relationship with us (other than as our director) and such directors are independent within the meaning of the independence standards promulgated by the SEC and the NYSE. Specifically, in January 2007, the Board determined, based on the NYSE standards for independence and our independence guidelines, that Michael Fedida, Michel Feldman, Albert Hummel, Catherine Klema, Jack Michelson, Ronald Taylor, Andrew Turner and Fred Weiss, or eight out of our nine directors, had no material relationship with us and are independent directors. Dr. Chao was determined to be not independent, because he is our President and Chief Executive Officer and Dr. David Hsia, our Senior Vice President, Scientific Affairs, is Dr. Chao’s brother-in-law. In the course of its review, the Board also considered (i) Mr. Fedida’s ownership of pharmacies that from time to time purchase pharmaceuticals from Anda, Inc., a wholesaler distributor we acquired in November 2006, (ii) Mr. Feldman’s partnership with Seyfarth Shaw LLP, a law firm which has provided services to us in the past, (iii) Ms. Klema’s directorship with Pharmaceutical Product Development, Inc., a contract research organization that has provided services to us in the past, and (iv) Mr. Taylor’s directorship of 3e Company, a compliance information services company that has provided services for us in the past, 6 and determined that these transactions were made in the ordinary course, were below the thresholds set forth in our director independence standards and did not affect the independence of the directors involved. | EXCERPTS ON THIS PAGE:
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