AstraZeneca Annual Report and Form 20-F Information 2011

Board and Board Committee meeting attendance in 2011Name Board Audit Remuneration Nomination and GovernanceDavid Brennan 7 (7)* – – –Bruce Burlington 7 (7) 3 (3) – –Jean-Philippe Courtois 6 (7) 4 (6) – –Jane Henney 1 1 (2) 3 (3) – 1 (1)Michele Hooper 7 (7) 6 (6) – 4 (4)Simon Lowth 7 (7) – – –Rudy Markham 7 (7) 5 (6) 5 (5) –Nancy Rothwell 7 (7) – 5 (5) 3 (3)Louis Schweitzer 7 (7) – 5 (5) 4 (4)Shriti Vadera 7 (7) 6 (6) – –John Varley 7 (7) – 5 (5) 4 (4)Marcus Wallenberg 6 (7) – – –1Jane Henney retired from the Board on 28 April 2011.* Number in brackets denotes number of meetings during the year which Board members are entitled to attend.Time commitmentOur expectation is that Non-Executive Directors should be preparedto commit about 15 days per annum, as a minimum, to the Group’sbusiness. In practice, Board members’ time commitment usuallyexceeds this minimum expectation when all the work that theyundertake for the Group is considered, particularly in the case of theChairman of the Board and the Chairmen of the Board Committees.As well as their work in relation to formal Board and Board Committeemeetings, the Non-Executive Directors also commit time throughoutthe year to meetings and telephone calls with various levels ofexecutive management, visits to AstraZeneca’s sites throughout theworld and, for new Non-Executive Directors, induction sessionsand site visits. The Audit Committee section from page 107 containsinformation about Audit Committee members’ visits to our businessin Brazil, Russia and China during 2011. In addition, Board or BoardCommittee meetings were held at our sites in Wilmington, US,Gaithersburg, US, Mölndal, Sweden, and Alderley Park, UK duringthe year.On occasions when a Director is unavoidably absent from a Boardor Board Committee meeting, for example through illness or where ameeting clashes with his or her existing commitments, he or she stillreceives and reviews the papers for the meeting and typically providesverbal or written input ahead of the meeting, usually through theChairman of the Board or the Chairman of the Board Committee, sothat his or her views are made known and considered at the meeting.In addition, given the nature of the business to be conducted, someBoard meetings are convened at short notice, which can make itdifficult for some Directors to attend due to prior commitments.Information and supportThe Company Secretary is responsible to the Chairman for ensuringthat all Board and Board Committee meetings are properly conducted,that the Directors receive appropriate information prior to meetings toenable them to make an effective contribution, and that governancerequirements are considered and implemented.The Company maintained directors’ and officers’ liability insurancecover throughout 2011. The Directors are also able to obtainindependent legal advice at the expense of the Company, asnecessary, in their capacity as Directors.The Company has entered into a deed of indemnity in favour of eachBoard member since 2006. These deeds of indemnity are still in forceand provide that the Company shall indemnify the Directors to thefullest extent permitted by law and the Articles, in respect of all lossesarising out of, or in connection with, the execution of their powers,duties and responsibilities, as Directors of the Company or any of itssubsidiaries. This is in line with current market practice and helps usattract and retain high-quality, skilled Directors.Performance evaluationDuring the year, the Board conducted the annual evaluation of itsown performance and that of its Committees and individual Directors.The review was facilitated by an external consultancy, Lintstock Ltd(Lintstock), a London-based corporate advisory firm that providesobjective and independent counsel to leading European companies.For a number of years, Lintstock has supplied software and servicesto the Company Secretary’s team for the web-based questionnairesused for internal Board performance evaluations, and for themanagement of insider lists. Other than these limited instances,Lintstock is not a supplier to the Company and was able to actas a robust and independent external facilitator for the Boardperformance evaluation.The 2011 evaluation involved a series of web-based questionnairesand individual meetings between Lintstock and each Board member.Lintstock then prepared and discussed with the Chairman and theCompany Secretary a draft report of their findings. The final reportwas circulated to the full Board and discussed at the Board meetingheld in December. The evaluation covered a range of topics, including:the composition of the Board; the effectiveness of its strategicoversight; Board members’ involvement in the affairs of the Companyoutside Board meetings; decision making and time management; thenature and quality of the information and general support provided tothe Board; its approach to risk management and oversight of internalcontrols; and succession planning and how effectively it prioritisesmatters. Separate questionnaires covered the operation andeffectiveness of the Board’s committees.The review concluded that the Board operates effectively and in anopen manner. Board members have a good level of involvement inmatters between Board meetings. The points to be addressed arisingfrom the review include further improvements in the use of the Board’stime in terms of Board meeting arrangements and how agenda itemsare scheduled and approached; further refinement of the compositionof the Board over time; consideration of a short strategic updateduring the year between the annual strategy days in September; minorimprovements to the information provided to Board members in termsof content and format; more involvement by the Science Committeein assurance work on behalf of the Board; and continuing theimprovements made in 2011 to the review by the Board of SET-levelsuccession plans.As part of the assessment process, each Director responded to aquestionnaire about their individual contribution to the work of theBoard and personal development needs, following which they hadindividual discussions with the Chairman to follow up their responses.Each Director continues to perform effectively and to demonstratecommitment to the role.Corporate GovernanceAstraZeneca Annual Report and Form 20-F Information 2011 Corporate Governance Report 105