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

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INDEPENDENCE, STRUCTURE AND BEST PRACTICES FOCUSED AND ENGAGED BOARD � Board had eight sessions in 2010, either in person meetings or by telephone conferences – Executive sessions occur at every Board meeting (CEO not present during that time) – Board has additional ad-hoc meetings or telephone conferences as � necessary Board agenda set by Chairman � Executive succession plans are periodically reviewed by Board � Internal controls over financial reporting are voluntarily compliant with Sarbanes- Oxley � Enterprise Risk Management: Annual assessment of strategic and operational risks, in line with COSO II framework � Actelion will propose annual “Say-on-Pay” as of next year’s AGM 6 © 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper 1
INDEPENDENCE, STRUCTURE AND BEST PRACTICES RIGOROUS BOARD COMMITTEE OVERSIGHT � Finance and Audit Committee – Composed of three non-executive independent members of the Board of Directors – Majority of the committee (including chairman) has financial experience – Meets at least eight times per year in person or by telephone, and meets with an external auditor (independent of CEO, CFO and Head of Company’s Internal Audit) at least once a year – Tasks: Oversight of financial planning, budget process and financial objectives, finance policy, operations and risk management framework, periodic accounts, audit process, Internal Audit activities, and compliance � Compensation Committee – Composed of three non-executive independent members of the Board of Directors – Meets at least four times per year – Appointed independent compensation consultant in order to benchmark Management and Board remuneration – Tasks: Approval of compensation philosophy and components, CEO compensation, matters related to compensation of top managers and general employees, benefit policies and HR practices, recommendation of global incentive plans, and performance evaluation � Nominating and Governance Committee 7 – Composed of three non-executive independent members of the Board of Directors – Meets at least four times per year, and the chairman may invite any persons to attend the meeting at his discretion – Tasks: Reviews Board compensation, identifies / reviews / recommends qualified director candidates to the Board, reviews directorships and consulting agreements for conflicts of interest, reviews / recommends corporate governance policies and principles, and oversees a regular evaluation of the Board of Directors and Company © 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper 1
Page 1 and 2: ACTELION'S BOARD OF DIRECTORS: OUR
Page 3 and 4: ACTELION’S BOARD OF DIRECTORS 3 1
Page 5: INDEPENDENCE, STRUCTURE AND BEST PR
Page 9 and 10: EXPERIENCE AND EXPERTISE OVERVIEW O
Page 11 and 12: EXPERIENCE AND EXPERTISE EXPERIENCE
Page 13 and 14: FOCUS ON HIGHEST STANDARDS OF CORPO
Page 19 and 20: APPENDIX- DIRECTOR BIOGRAPHIES 19
Page 21 and 22: JOSEPH C. SCODARI - VICE CHAIRMAN 2
Page 23 and 24: JEAN-PAUL CLOZEL 23 © 2011 Actelio
Page 25 and 26: WERNER HENRICH 25 © 2011 Actelion
Page 27 and 28: ARMIN KESSLER 27 © 2011 Actelion P

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

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