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

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
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– 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
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