ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...
ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...
ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...
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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 />
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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 />
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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 />
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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