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<strong>ACTELION'S</strong> <strong>BOARD</strong> <strong>OF</strong> <strong>DIRECTORS</strong>:<br />

<strong>OUR</strong> <strong>BEST</strong> <strong>PRACTICES</strong>,<br />

EXPERTISE AND GOVERNANCE<br />

White Paper<br />

Copyright © 2011 Actelion Pharmaceuticals Ltd


CHAIRMAN’S STATEMENT<br />

Dear Shareholder,<br />

This document provides some detailed information on Actelion’s Board of Directors and our approach towards corporate<br />

governance.<br />

I, as Chairman of the Board, and we, as a Board of Directors, see corporate governance as the underpinning foundation for<br />

maximizing value creation for our shareholders through adoption of and compliance with applicable laws and best practices as<br />

a public company.<br />

The Board of Directors is composed of an outstanding group of people, who bring a wide range of professional expertise from<br />

many facets of corporate life. This expertise, in combination with the Board’s structure, independence, and high level of<br />

engagement, provides a great deal of oversight of the Company and its Management.<br />

Last, as I wrote in the 2010 Annual Report, I reconfirm that the Board has given much attention to directing and reviewing the<br />

Company’s strategy. We are committed to continuing this and look forward to reporting to you on these efforts on a regular<br />

basis. We are well aware that your support as shareholders has been and will remain fundamental to our ongoing success.<br />

Robert E. Cawthorn Chairman of the Board of Directors<br />

2<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper


ACTELION’S <strong>BOARD</strong> <strong>OF</strong> <strong>DIRECTORS</strong><br />

3<br />

1<br />

2<br />

3<br />

Independence, Structure and Best Practices<br />

Experience and Expertise<br />

Focus on Highest Standards of Corporate Governance<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper


SUMMARY<br />

4<br />

1<br />

2<br />

3<br />

Independence, Structure and Best Practices<br />

► Actelion has a highly independent Board, with 8 out of 9 directors being independent from<br />

the Company<br />

► Our Chairman and Vice-Chairman are both non-executive<br />

► The Board actively engages in the operational and financial performance and strategy of<br />

the Company directly and via a number of highly influential committees<br />

Experience and Expertise<br />

► Experienced Board of Directors, with many years of service as CEOs, CFOs, and COOs of<br />

some of the world’s most important biotech and pharmaceutical companies<br />

► Broad range of expertise across industry, drug development, financial and legal areas<br />

Focus on Highest Standards of Corporate Governance<br />

► Actelion is fully compliant with the Swiss Code of Corporate Governance best practices<br />

(one of the most shareholder friendly codes globally)<br />

– Very high standards substantially aligned with those in the UK and the US<br />

– Endorsed by ISS, one of the most authoritative voices in terms of corporate<br />

governance<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper


INDEPENDENCE, STRUCTURE AND <strong>BEST</strong> <strong>PRACTICES</strong><br />

<strong>OUR</strong> <strong>BOARD</strong> –<br />

INDEPENDENT, EVOLVING, DIVERSE AND EXPERIENCED<br />

� Independent<br />

– 8 of the 9 directors are independent of the Company<br />

– Non-executive chairman and vice-chairman<br />

– Nominating, Compensation and Audit Committees comprised solely of independent directors<br />

� Evolving<br />

– Actelion has added two new directors with strong biotech, operating and/or financial experience in the past two<br />

years<br />

• Michael Jacobi and Joseph C. Scodari<br />

� Diverse and Experienced<br />

5<br />

– Our directors bring expertise and experience from years of service as CEOs, CFOs, and COOs of some of the<br />

world’s most important biotech and pharma companies<br />

– Our directors possess deep financial expertise – as former CFOs, bankers and chief investment officers – while<br />

others have served in policy and government<br />

– International diversity – directors from Switzerland, US, UK, France, Germany and Finland<br />

– Recognized as leaders in their fields<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

1


INDEPENDENCE, STRUCTURE AND <strong>BEST</strong> <strong>PRACTICES</strong><br />

FOCUSED AND ENGAGED <strong>BOARD</strong><br />

� Board had eight sessions in 2010, either in person meetings or by telephone<br />

conferences<br />

– Executive sessions occur at every Board meeting (CEO not present during<br />

that time)<br />

– Board has additional ad-hoc meetings or telephone conferences as<br />

�<br />

necessary<br />

Board agenda set by Chairman<br />

� Executive succession plans are periodically reviewed by Board<br />

� Internal controls over financial reporting are voluntarily compliant with Sarbanes-<br />

Oxley<br />

� Enterprise Risk Management: Annual assessment of strategic and operational<br />

risks, in line with COSO II framework<br />

� Actelion will propose annual “Say-on-Pay” as of next year’s AGM<br />

6<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

1


INDEPENDENCE, STRUCTURE AND <strong>BEST</strong> <strong>PRACTICES</strong><br />

RIGOROUS <strong>BOARD</strong> COMMITTEE OVERSIGHT<br />

� Finance and Audit Committee<br />

– Composed of three non-executive independent members of the Board of Directors<br />

– Majority of the committee (including chairman) has financial experience<br />

– Meets at least eight times per year in person or by telephone, and meets with an external auditor (independent of CEO, CFO<br />

and Head of Company’s Internal Audit) at least once a year<br />

– Tasks: Oversight of financial planning, budget process and financial objectives, finance policy, operations and risk<br />

management framework, periodic accounts, audit process, Internal Audit activities, and compliance<br />

� Compensation Committee<br />

– Composed of three non-executive independent members of the Board of Directors<br />

– Meets at least four times per year<br />

– Appointed independent compensation consultant in order to benchmark Management and Board remuneration<br />

– Tasks: Approval of compensation philosophy and components, CEO compensation, matters related to compensation of top<br />

managers and general employees, benefit policies and HR practices, recommendation of global incentive plans, and<br />

performance evaluation<br />

� Nominating and Governance Committee<br />

7<br />

– Composed of three non-executive independent members of the Board of Directors<br />

– Meets at least four times per year, and the chairman may invite any persons to attend the meeting at his discretion<br />

– Tasks: Reviews Board compensation, identifies / reviews / recommends qualified director candidates to the Board, reviews<br />

directorships and consulting agreements for conflicts of interest, reviews / recommends corporate governance policies and<br />

principles, and oversees a regular evaluation of the Board of Directors and Company<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

1


INDEPENDENCE, STRUCTURE AND <strong>BEST</strong> <strong>PRACTICES</strong><br />

<strong>BOARD</strong> OVERSIGHT <strong>OF</strong> STRATEGY AND FINANCIAL /<br />

OPERATIONAL PERFORMANCE<br />

8<br />

Oversight and<br />

Benchmarking<br />

Strategy<br />

Shareholder<br />

Feedback<br />

External<br />

Analysis<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

Board regularly and rigorously reviews and benchmarks<br />

business, operational, and financial performance<br />

Board frequently reviews pipeline, competition, assesses the<br />

M&A environment, evaluates the financial plan and related<br />

valuation analyses, and determines the best strategy for<br />

shareholder value<br />

Board considers input and feedback from shareholders<br />

Board formally engages financial and legal advisers and<br />

operational and recruitment / compensation consultants as<br />

required<br />

� Board retains independent, external financial advisers<br />

� Board retains independent external operational and strategy<br />

consultants to assist in its assessment of the Company’s strategy<br />

and financial plan<br />

08 March 2011 White Paper<br />

1


EXPERIENCE AND EXPERTISE<br />

OVERVIEW <strong>OF</strong> <strong>BOARD</strong> <strong>OF</strong> <strong>DIRECTORS</strong><br />

Name Position Age Nationality Independent Commentary<br />

Robert E.<br />

Cawthorn<br />

Joseph C.<br />

Scodari<br />

Jean-Paul<br />

Clozel<br />

Juhani<br />

Anttila<br />

Carl<br />

Feldbaum<br />

Werner<br />

Henrich<br />

Michael<br />

Jacobi<br />

Armin<br />

Kessler<br />

Chairman 75 British<br />

Vice<br />

Chairman<br />

58 American<br />

Director 55 French<br />

Director 56 Finnish<br />

Director 67 American<br />

Director 67 French<br />

Director 58<br />

German &<br />

Swiss<br />

Director 72 Swiss<br />

Jean Malo Director 56 French<br />

9<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

► Managing Director of Global Health Partners, DLJ Merchant Banking Partners, 1997-2001<br />

► Chairman and CEO of Rhône-Poulenc Rorer, Inc., 1982-1996<br />

► President of Biogen Inc., 1979-1982<br />

► Worldwide Chairman, Pharmaceuticals, member of the Executive Committee and Corporate Officer of Johnson & Johnson,<br />

2005-2008<br />

► President and Chief Operating Officer, Centocor, 1998-2001<br />

► Member of the Board of Directors of the Biotechnology Industry Organization (BIO) in Washington D.C., 2003-2006. Vice<br />

Chairman of the BIO Board, 2007-2008<br />

► Founder of Actelion in 1997; CEO of Actelion, 2000-Present<br />

► Nominated professor at the Collège de France in Paris (Chair of Technical Innovation) in 2007<br />

► Head of Drug Discovery Group in the Cardiovascular Department of F. Hoffmann-La Roche Ltd, 1985-1997<br />

► Chairman of Ascom Holding, 2002-Present<br />

► Managing Partner of ValCrea AG, 2004-Present<br />

► CEO of the Swisslog Holding Ltd, 1996-2002<br />

► Chairman of the Executive Board of Nokia (Deutschland) GmbH, Germany, 1990-1995<br />

► President of the Biotechnology Industry Organization (BIO) in Washington, D.C., 1993-2005<br />

► Chief of staff to Senator Arlen Specter (D-PA) of Pennsylvania, 1988-1993<br />

► Various roles within US public administration<br />

► Chairman of the Board of Directors of Basilea Pharmaceutica AG<br />

► Former Head of Global Intellectual Property and Licensing, F. Hoffmann-La Roche Ltd, Basel<br />

► Member of the Board of Directors of Sonova Holding AG and Hilti AG<br />

► CFO of Ciba Specialty Chemicals Inc., 1996-2007<br />

► Member of the Board of Directors of The Medicines Co. and Gen-Probe Inc.<br />

► COO of F. Hoffmann-La Roche Ltd, 1990-1995<br />

► Founding Partner, Houston Global Investors, LLC<br />

► Over 30 years of domestic and international investment management experience<br />

08 March 2011 White Paper<br />

2


EXPERIENCE AND EXPERTISE<br />

THE <strong>BOARD</strong> HAS A WIDE BASE <strong>OF</strong> COMPLIMENTARY<br />

EXPERTISE AND CAPABILITIES<br />

10<br />

Name<br />

Robert E. Cawthorn<br />

Joseph C. Scodari<br />

Juhani Anttila<br />

Jean-Paul Clozel<br />

Carl Feldbaum<br />

Werner Henrich<br />

Michael Jacobi<br />

Armin Kessler<br />

Jean Malo<br />

Public Board<br />

Experience<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

Senior Management<br />

/ Operational<br />

Experience<br />

Pharma Sector<br />

Experience<br />

08 March 2011 White Paper<br />

Finance<br />

Legal / MA<br />

Expertise<br />

Drug<br />

Development<br />

Academic / Medical<br />

& Scientific<br />

2<br />

International<br />

Markets


EXPERIENCE AND EXPERTISE<br />

EXPERIENCE ACROSS KEY AREAS <strong>OF</strong> OPERATIONS<br />

INDUSTRY LEADERSHIP & OPERATING EXPERIENCE<br />

Robert E. Cawthorn<br />

– Managing Director, Global Health Partners, DLJ Merchant Bank (1997-2001)<br />

– Chairman and CEO, Rhône-Poulenc Rorer, Inc. (1982-1996)<br />

– President, Biogen (1979-1982)<br />

Armin Kessler<br />

– COO, Hoffmann-La Roche Ltd, Basel (1990-1995)<br />

– Director of Syntex, Genentech and F. Hoffmann-La Roche<br />

– Director of Pharmaceutical Marketing Worldwide, Sandoz<br />

Juhani Anttila<br />

– Chairman of the Board of Directors of Ascom Holding, 2002-Present<br />

– CEO of the Swisslog Holding Ltd, 1996-2002<br />

– Chairman of the Board of Nokia (Deutschland) GmbH, Germany, 1990-1995<br />

Joseph C. Scodari<br />

– Worldwide Chairman, Pharmaceuticals, Johnson & Johnson (2005-2008)<br />

– President and Chief Operating Officer, Centocor (1998-2001)<br />

– Member of the Board of Directors of the Biotechnology Industry Organization<br />

(BIO) in Washington D.C. (2003-2006). Vice Chairman of the BIO Board<br />

(2007-2008)<br />

DRUG DEVELOPMENT AND SCIENTIFIC LEADERSHIP<br />

Jean-Paul Clozel<br />

– Cardiologist educated in France, with further training in pharmacology and<br />

physiology at the University of Montreal and the University of California<br />

– Founder of Actelion (1997); CEO of Actelion (2000-Present)<br />

– Nominated professor at the Collège de France in Paris (Chair of Technical<br />

Innovation) in 2007<br />

– Head of Drug Discovery Group in the Cardiovascular Department of F.<br />

Hoffmann- La Roche Ltd (1985-1997)<br />

Joseph Scodari (experience, see above)<br />

Armin Kessler (experience, see above)<br />

Werner Henrich (experience, see right box)<br />

11<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

FINANCIAL EXPERTISE<br />

Michael Jacobi<br />

– CFO, Ciba Specialty Chemicals (1996-2007)<br />

– Various executive financial positions in Switzerland, Brazil, and the US<br />

– Program for Management Development, Harvard Business School<br />

– Ph.D. in Business Administration, University of St Gallen<br />

Jean Malo<br />

– Founding Partner, Houston Global Investors, LLC<br />

– Chief Investment Officer, Breen Investors<br />

– Corporate Banker, Banque Indosuez, Saudi Arabia, Houston, and New York<br />

– Chartered Financial Analyst<br />

• Member of the Association for Investment Management Research<br />

• Houston Society of Financial Analysts<br />

GOVERNMENT, LEGAL AND INTELLECTUAL PROPERTY<br />

EXPERTISE<br />

Carl Feldbaum<br />

– Founding president of the Biotechnology Industry Organization (BIO),<br />

Washington, D.C. (1993 -2005)<br />

– Defense Intelligence Inspector, US Department of Defense (1976-1979)<br />

– Assistant Special Prosecutor, Watergate prosecution (1973-1975)<br />

– Law Degree, University of Pennsylvania<br />

Werner Henrich<br />

– Former Head of Global Intellectual Property and Licensing, Roche<br />

– Chemist and European Patent Attorney<br />

2


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION <strong>BOARD</strong> MEETS KEY REQUIREMENTS <strong>OF</strong> THE<br />

SWISS CODE <strong>OF</strong> <strong>BEST</strong> PRACTICE<br />

12<br />

1 Capability to ensure independent decision-making process<br />

2 Capability to critically exchange ideas with the executive management<br />

3<br />

4<br />

Majority of Board members are independent (i.e. non-executive) and<br />

have no conflict of interests with the company<br />

Size of Board should be small enough for efficient decision making and<br />

large enough to contribute experience / knowledge from different fields<br />

5 Long-standing international experience if activities of company are international<br />

6 Term of Board membership should not exceed 4 years<br />

7<br />

Board committees should be composed by a majority of independent /<br />

non-executive members (compensation committee only independent members)<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

3<br />

Actelion Board


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION <strong>BOARD</strong> MEETS INTERNATIONAL GOVERNANCE<br />

STANDARDS<br />

� Rigorous Board committee oversight<br />

– Finance and Audit Committee<br />

• In 2010, met eight times either in person or by telephone conference<br />

– Compensation Committee<br />

• In 2010, met four times in person<br />

– Nominating and Governance Committee<br />

• In 2010, met four times in person<br />

� Ability to hire outside experts<br />

– Board formally engages financial and legal advisers and operational and HR / compensation consultants as<br />

required<br />

� Corporate governance disclosure in the annual report<br />

� Long-standing international experience of Board members<br />

13<br />

• Experienced Board of Directors, with many years of service as CEOs, CFOs, and COOs of some of the<br />

world’s most important biotech and pharmaceutical companies<br />

• Broad range of expertise across industry, drug development, financial and legal areas across the globe<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

3


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

SHAREHOLDER GOVERNANCE STRUCTURE<br />

� The Board of Directors have no cross-involvement<br />

� Board members currently stand for re-election on a rolling three year basis<br />

– However, shareholders can remove any director, even those not standing for<br />

re-election, at every annual meeting<br />

� Simple majority required to approve shareholder Agenda items<br />

� Shareholders may amend the Articles of Association at the Annual Meeting<br />

� Shareholders may call an extraordinary meeting of shareholders if they<br />

represent in aggregate 10% of Share Capital<br />

� Independent Chairman, with fixed-term (current chairman’s term ends in 2012)<br />

� CEO is only non-independent Board member<br />

14<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

3


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION HAS A GOOD TRACK RECORD WITH ISS,<br />

THE LEADING PROXY ADVISORY SERVICE<br />

ISS is the leading independent thought leader on global corporate governance best practices<br />

� At the 2010 AGM, ISS recommended in favor of all three director nominees<br />

(Werner Henrich, Armin Kessler, Jean Malo)<br />

– ISS noted that the Company’s Board currently consists of 10 directors and is in majority independent, as<br />

recommended by the Swiss Code<br />

– ISS noted that “the board’s committees are composed of a majority of independent non-executive directors. The<br />

overall level of independence on the board’s committees is in line with best practice for Switzerland”<br />

� Furthermore, ISS recommended for all four management proposals<br />

– Accept financial statements and statuary reports: ISS noted that the Company "provided an annual report well in<br />

advance of the AGM, allowing ISS to include details on important corporate governance indicators<br />

– Approve allocation of income and omission of dividends: ISS noted that “the company's practice since its IPO in 2000<br />

has been to omit the payment of a dividend and focus on reinvestment and increasing the value of the company's<br />

share, and over the past five years, the company's total shareholder return was 136 percent, good enough for third<br />

amongst companies in the blue chip SMI index. As the company operates in an industry that requires significant<br />

investment in research and development, we recommend a vote in favor of the allocation of income”<br />

– Approve discharge of Board and senior management: ISS is not aware of any specific reasons that would merit the<br />

withholding of discharge for the Board of Directors and senior management for the past financial year<br />

– Ratify Ernst & Young as auditors<br />

� At the 2009 AGM, ISS recommended in favor of all four director nominees<br />

(Robert E. Cawthorn, Joseph C. Scodari, Michael Jacobi, Elias Zerhouni)<br />

15<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper<br />

3


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION’S CORPORATE GOVERNANCE PR<strong>OF</strong>ILE COMPARES<br />

FAVORABLY WITH U.S. STANDARDS<br />

16<br />

Composition<br />

and role of the<br />

Board of<br />

Directors<br />

General<br />

requirements of<br />

shareholder<br />

approval for<br />

many corporate<br />

actions<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

► Both US and Swiss major public companies have Boards consisting predominantly of<br />

accomplished independent directors<br />

► In the United States, it is virtually universal for the Chief Executive Officer to be a member<br />

of the company’s Board of Directors. More recently, US companies have faced pressure to<br />

split the position of the Chairman and the Chief Executive. Those roles have been filled by<br />

different people at Actelion since inception<br />

► Under Swiss law, the major strategy decisions are made by the full Board and are not<br />

delegated to the Chief Executive<br />

► In line with established international practices and the biotech sector specifically, the CEO is<br />

a member of the Board<br />

► In the United States, the types of matters requiring shareholder approval are generally<br />

limited to the election of directors, approval of mergers and other major corporate<br />

transactions, approval of equity compensation plans and amendments of organizational<br />

documents<br />

► A Swiss company is required to seek shareholder approval for many more actions, including<br />

declaring dividends and issuing new equity<br />

08 March 2011 White Paper<br />

3


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION’S CORPORATE GOVERNANCE PR<strong>OF</strong>ILE COMPARES<br />

FAVORABLY WITH U.S. STANDARDS<br />

17<br />

Shareholder<br />

power to call<br />

meetings and<br />

place items on<br />

the Agenda<br />

Shareholder<br />

ability to replace<br />

all directors at<br />

any time<br />

► Swiss shareholders owning a position of at least two million (1.5%) of the shares in Actelion<br />

can submit a proposal for adoption at the Annual General Meeting. Swiss law is very flexible<br />

on the types of matters permitted in these proposals<br />

► This means that it is much easier for shareholders to submit agenda items for action than it<br />

is for shareholders to do so in the United States<br />

► Under Swiss law, directors cannot appoint directors to fill vacancies on the Board. Only<br />

shareholders can fill vacancies. In the United States, the opposite is generally true – Boards<br />

fill vacancies<br />

► Under Swiss law, directors can be removed without cause by a majority of the shares voting<br />

at the meeting. Removal can occur either at the Annual General Meeting or at a Special<br />

Meeting called by 10% of the shares. This gives shareholders a powerful tool to assure their<br />

on-going satisfaction with the Board<br />

► In the United States, it is unusual for stockholders to be able to force a company to call a<br />

special meeting. Also, in many cases, removal of a director in the United States requires a<br />

supermajority vote<br />

© 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper<br />

3


FOCUS ON HIGHEST STANDARDS <strong>OF</strong><br />

CORPORATE GOVERNANCE<br />

ACTELION HAS BEEN RECOGNIZED BY THIRD PARTIES FOR ITS<br />

PRINCIPLES AND EXPERTISE<br />

18<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Actelion named recipient of the 2010 Corporation of the Year Award<br />

� Jean-Paul Clozel ranked #1 for Biotechnology CEOs in the 2010<br />

Institutional Investor All-Europe Executive Team awards<br />

� Andrew J. Oakley ranked #1 for Biotechnology CFOs in the 2010<br />

Institutional Investor All- Europe Executive Team awards<br />

� Roland Haefeli ranked #1 for Biotechnology IR professional in the 2010<br />

Institutional Investor All- Europe Executive Team award<br />

� Actelion ranked #1 Biotechnology company in the 2010 Institutional<br />

Investor All-Europe Executive Team award<br />

� Actelion ranked #3 overall in the 2010 Institutional Investor All-Europe<br />

Executive Team: Most Honored Companies<br />

08 March 2011 White Paper<br />

3


APPENDIX-<br />

DIRECTOR BIOGRAPHIES<br />

19<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

08 March 2011 White Paper


ROBERT E. CAWTHORN – CHAIRMAN<br />

20<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Robert E. Cawthorn is Chairman of the Board of Actelion Ltd and also serves on the<br />

Boards of certain private companies and not-for-profit institutions. These include The<br />

March Group, Biodesix and the Bermuda Institute of Ocean Sciences (Trustee Emeritus)<br />

� Mr. Cawthorn has an extensive experience in corporate Boards both in the US and in<br />

Europe, where he has put an emphasis on growing the businesses and good corporate<br />

governance. He has served over the years on the Boards of Biotech, Mid and Large Cap<br />

Pharma, healthcare services businesses, as well as on the Board of other large<br />

corporations (examples include Vanguard Mutual Fund Companies, CBS, and Sunoco)<br />

and banks<br />

� Mr. Cawthorn has rich experience in running businesses worldwide, particularly in the<br />

US and Europe. He retired in 2001 as a Managing Director of Global Health Care<br />

Partners of DLJ Merchant Banking Partners, specializing in private equity investment in<br />

health care businesses worldwide. He retired as Chief Executive Officer of Rhône-<br />

Poulenc Rorer Inc. in May 1995 and as Chairman in May 1996, after nearly four decades<br />

in the pharmaceutical, biotechnology and animal health industries<br />

� Mr. Cawthorn is generally credited with transforming Rorer from a small, primarily overthe-counter<br />

pharmaceutical company into a major research-driven pharmaceutical<br />

company, largely through acquisitions and mergers, culminating in the successful<br />

merger which created Rhône-Poulenc Rorer in 1990<br />

� Mr. Cawthorn was an executive with Pfizer International for 17 years and was the first<br />

president of Biogen Inc. before joining Rorer Group in 1982<br />

� Mr. Cawthorn has also evaluated and invested in many smaller healthcare companies<br />

� Mr. Cawthorn is a graduate of Cambridge University, England and lives in Bermuda and<br />

London, England<br />

08 March 2011 White Paper


JOSEPH C. SCODARI – VICE CHAIRMAN<br />

21<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Joseph C. Scodari, a citizen of the U.S., was Worldwide Chairman, Pharmaceuticals,<br />

member of the Executive Committee and Corporate Officer of Johnson & Johnson<br />

from February 2005 until March 2008. Joe joined Johnson & Johnson in 1999 as<br />

President of Centocor, Inc. when Johnson & Johnson acquired Centocor. At the time<br />

of that acquisition, he had been the President and Chief Operating Officer of<br />

Centocor and a member of Centocor's Board of Directors since December 1997. In<br />

2001, he was named Company Group Chairman for the North American<br />

pharmaceutical business, and became a member of the Pharmaceuticals Group<br />

Operating Committee. In 2003, Joe was named Company Group Chairman, Global<br />

Biopharmaceutical Businesses<br />

� Prior to his appointments at Centocor and Johnson & Johnson, Joe was Senior Vice<br />

President, General Manager – Americas at Rhône-Poulenc Rorer Pharmaceuticals<br />

Inc. and previously served in various executive positions at Rhône-Poulenc Rorer<br />

and Sterling Drug Inc.<br />

� From 2003 to 2006, Joe served on the Board of Directors of the Biotechnology<br />

Industry Organization (BIO) in Washington, D.C., and served as Vice-Chairman of<br />

the Board and Member of the Executive Committee from 2007 until February 2008.<br />

BIO represents more than 1,000 biotechnology companies, academic institutions,<br />

state biotechnology centers and related organizations in all 50 U.S. states and 33<br />

other nations. BIO members are involved in the research and development of health<br />

care, agricultural, industrial and environmental biotechnology products<br />

� In 2009, Joe won the Hubert J.P. Schoemaker Leadership Award, which recognizes<br />

the leader in the biosciences community who best exemplifies the spirit of innovation<br />

in the Commonwealth of Pennsylvania<br />

� Joe received a Bachelor's of Arts degree from Youngstown State University,<br />

Youngstown, Ohio, USA. He resides in Pennsylvania, USA<br />

08 March 2011 White Paper


JUHANI ANTTILA<br />

22<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Juhani Anttila has been an active Chairman or Member of the Board at listed<br />

companies in Zurich, London and Frankfurt since 1996. Previously, he either served<br />

as Chairman or Member of the Board at Nokia owned companies in Europe for 10<br />

years<br />

� Mr. Anttila has 7 years of top executive experience in Germany and has acted for<br />

some 9 years as a public company CEO in Switzerland. All these companies have<br />

strong global footprint<br />

� In 1985, Mr. Anttila was appointed Managing Director of Nokia GmbH, Zurich, and<br />

responsible for various activities for the Nokia Group. From 1990 until 1995, he<br />

served as Chairman of the Executive Board of Nokia (Deutschland) GmbH in<br />

Pforzheim. From 1996 until 2002, Juhani served as CEO of the Swisslog Group.<br />

Between January 2003 and May 2004, he served as CEO of the Ascom Group. In<br />

May 2002, he was appointed Chairman of the Board of Directors of Ascom Holding<br />

Ltd. Since 2005, Juhani holds the position of Managing Partner of ValCrea AG, Zug<br />

� Mr. Anttila has managed high profile turnaround and strategic re-orientation cases in<br />

Switzerland, Germany, Holland and Sweden either as Chairman of the Board or as<br />

CEO. He has also gained vast experience in international M&A transactions in the<br />

last 30 years<br />

� He studied law at the University of Helsinki, Finland, before he served as Managing<br />

Partner at CA Corporate Advisers, Zurich (1981 – 1985)<br />

08 March 2011 White Paper


JEAN-PAUL CLOZEL<br />

23<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Jean-Paul Clozel is a cardiologist educated in France, with further training in<br />

pharmacology and physiology at the University of Montreal, Canada, and the<br />

University of California, San Francisco. After eleven years as a clinician, he decided<br />

to move to applied research. During his 12 years at F. Hoffmann-La Roche Ltd, he<br />

was responsible for the selection of the first T-channel blocker. He also participated<br />

in the characterization of renin inhibitors as well as several endothelin receptor<br />

antagonists such as bosentan and clazosentan. Overall, the group he was heading<br />

discovered seven compounds that entered clinical trials<br />

� During his 25-year-career in cardiology, he has published widely in peer-reviewed<br />

medical and scientific journals. At the same time, his passion has remained<br />

unchanged: being involved as closely as possible in bringing innovative medicine to<br />

"his" patients. He has developed various, novel experimental models allowing the<br />

differentiation of these drugs, work honored with the 1997 Hoffmann-La Roche<br />

Research Prize. In 2007, he was nominated professor at the Collège de France in<br />

Paris, France (Chair of Technical Innovation)<br />

� At the end of 1997, Jean-Paul founded Actelion, together with his wife, Martine, and<br />

work colleagues and friends Walter Fischli, Thomas Widmann and André J. Mueller.<br />

First mainly focusing on Research and Development, he became CEO of the<br />

company to bring Actelion to the public in April 2000<br />

� A key achievement of Jean-Paul is building Actelion from a start-up to a multi-billion<br />

market capitalization company in a highly competitive and complex sector. Jean-Paul<br />

has been the driving force that enabled Actelion to become one of the biotechnology<br />

industry’s most recognized global success stories<br />

08 March 2011 White Paper


CARL FELDBAUM<br />

24<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� After receiving a bachelor's degree in biology from Princeton University and a law<br />

degree from the University of Pennsylvania Law School, Carl Feldbaum went to<br />

Washington D.C. in 1973 as an assistant special prosecutor for the Watergate<br />

special prosecution force<br />

� Carl was the founding president of the Biotechnology Industry Organization (BIO) in<br />

Washington, D.C. from its founding in 1993 to January 2005. The BIO represents the<br />

biotechnology community in government affairs, legislation, regulatory reform,<br />

communications and business development. The BIO became the world's largest<br />

association of biotechnology companies during Carl’s 12-year tenure as its leader<br />

� In 2001, Mr. Feldbaum was elected by over 200 biotech CEOs to the Biotechnology<br />

Hall of Fame<br />

� Earlier roles concluded president and founder of the Palomar Corporation, a national<br />

security "think tank" in Washington, D.C. He also served as assistant to the<br />

Secretary of Energy and as the Inspector General for defense intelligence in the U.S.<br />

Department of Defense<br />

� In 1979, Carl was awarded the Distinguished Civilian Service Medal by Defense<br />

Secretary Harold Brown<br />

08 March 2011 White Paper


WERNER HENRICH<br />

25<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Werner Henrich was born 1943 and is a French citizen. His educational background<br />

is as a chemist and European patent attorney<br />

� Werner worked for F. Hoffmann-La Roche Ltd in Basel for more than 30 years,<br />

where he held various positions, including Head of Global Intellectual Property and<br />

Pharmaceutical Licensing for more than 12 years. He was also a member of the<br />

Roche Pharmaceutical Division Executive Board. In this capacity, Werner was<br />

responsible for the intellectual property activities of all Roche divisions, and for major<br />

pharmaceutical transactions including research collaborations, patent settlements,<br />

licensing-in and -out, and product acquisitions. He retired from Roche in November<br />

2003. Werner has wide experience in the pharmaceutical industry, both with startups<br />

and large pharmaceutical companies<br />

� In 2010, Werner contributed, as its Chairman, to the acquisition of Preglem in<br />

Geneva by Gedeon Richter<br />

� Werner is Chairman of the board of Basilea Pharmaceutica Ltd and a member of the<br />

board of directors of Actelion Ltd, Allschwil and Addex Pharmaceuticals Ltd, Geneva,<br />

Swiss biopharmaceutical companies listed on the SWX Swiss Exchange. He acts as<br />

a consultant for several biopharmaceutical companies on a part-time basis<br />

08 March 2011 White Paper


MICHAEL JACOBI<br />

26<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Dr. Michael Jacobi, a German citizen, was Chief Financial Officer at Ciba<br />

Specialty Chemicals Inc. from 1996 until 2007. Michael joined the Ciba Group<br />

in 1978 and subsequently held various executive positions in the financial area<br />

in Switzerland, Brazil and the U.S.<br />

� Since 2003, Michael serves on the Board of Directors of Sonova Holding AG,<br />

formerly Phonak AG, since 2004 as the Head of the Audit Committee. Sonova,<br />

located in Staefa/Zurich, is a leading provider of innovative hearing healthcare<br />

solutions and the market leader in wireless communication systems for<br />

audiology applications. Furthermore, Michael serves on the Board of Directors<br />

of Hilti AG since 2007. Hilti, located in Schaan (Liechtenstein), provides<br />

leading-edge technology to the global construction industry. Since 2008,<br />

Michael is also a member of the Board of Trustees of the Martin Hilti Family<br />

Trust<br />

� In 2004, he was elected best CFO of the European Chemical industry by<br />

Institutional Investor<br />

� In 1999 he won the European CFO excellence award<br />

� Michael received a PhD in Business Administration from the University of St.<br />

Gallen (HSG), St. Gallen, Switzerland, continued his studies at the University<br />

of Washington, Seattle, USA, and completed a Program for Management<br />

Development at Harvard Business School, Boston, USA<br />

08 March 2011 White Paper


ARMIN KESSLER<br />

27<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Armin Kessler received a degree in Physics and Chemistry from Pretoria University<br />

in South Africa, a degree in Chemical Engineering from the University of Cape Town,<br />

South Africa, a Juris Doctorate from Seton Hall University, New Jersey, and Dr. h.c.<br />

in Business Administration from the University of Pretoria<br />

� Armin served as Chief Operating Officer of F. Hoffmann-La Roche Ltd in Basel<br />

Switzerland from 1990 to 1995. Prior to being appointed COO, he held several senior<br />

positions at Roche, including head of the pharmaceutical and diagnostic divisions.<br />

Earlier positions in his career include Director of Pharmaceutical Marketing<br />

Worldwide for Sandoz (now Novartis), and President of Sandoz KK in Tokyo<br />

� From 1992 to 1995, Armin was President of the European Federation of<br />

Pharmaceutical Industry Associations (EFPIA)<br />

� He currently serves on the board of The Medicines Company and Gen-Probe, and<br />

has served on the boards of F. Hoffmann-La Roche, Syntex and Genentech<br />

08 March 2011 White Paper


JEAN MALO<br />

28<br />

© 2011 Actelion Pharmaceuticals Ltd<br />

� Jean Malo received an MBA from Essec, Paris France, in 1977. He is a Chartered<br />

Financial Analyst, and a member of the Association for Investment Management and<br />

Research, and the Houston Society of Financial Analysts<br />

� Jean joined Breen Investors L.P., a Houston-based investment advisor, in 2000<br />

where he served as a Senior Partner and Chief Investment Officer until 2008. He<br />

was Chief Investment Officer for Vaughan Nelson Scarborough and McCullough, a<br />

Houston-based affiliate of Metropolitan Life, managing $5 billion of assets between<br />

1997 and 2000<br />

� From 1989 to 1997, Jean managed both equity and fixed income portfolios for Daniel<br />

Breen and Company, an affiliate of Banque Indosuez (a French merchant bank), in<br />

Houston. From 1978 to 1989, he was a corporate banker for Banque Indosuez in<br />

Saudi Arabia, then in Houston, and finally in New York, where he was in charge of<br />

fixed income derivatives sales. Between 1977 and 1978, he was a financial analyst<br />

at the French Embassy in Singapore<br />

08 March 2011 White Paper

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