AstraZeneca Annual Report and Form 20-F Information 2011

Corporate Governance ReportBusiness organisationSenior Executive TeamThe CEO has established and chairs the SET. The SET normallymeets once a month to consider and decide major business issues,or as otherwise required by business needs. Typically, it also reviews,in advance of submission to the Board, those matters that are to besubmitted to the Board for review and decision. Katarina Ageborgjoined the SET as Chief Compliance Officer on 1 July 2011.In addition to the CEO, the SET’s members are: the CFO; thePresident, Global R&D; the Executive Vice-President, GlobalCommercial Operations; the General Counsel; the Chief ComplianceOfficer; the Executive Vice-President, Human Resources & CorporateAffairs; and the Executive Vice-President, Operations & InformationServices. The Company Secretary acts as secretary to the SET.Portfolio Investment Board (PIB)The CEO has established and chairs the PIB, a senior-level,cross-functional governance body, which seeks to maximisethe value of our internal and external R&D investments throughrobust, transparent and well-informed decisions that drivebusiness performance and accountability.Specifically, the PIB has responsibility for:> Reviewing the R&D portfolio, by conducting an objective andtransparent review of R&D performance, product launch profile andalignment with corporate strategy. The review is also an importantstep in reconfirming the R&D three-year budget.> Approving the business plans of the Innovative Medicines Units andthe Global Medicines Development demand forecast, by confirmingthe allocation of resources across early, and late stage elements ofR&D as well as assessing licensing and acquisition opportunities.> Approving late stage (internal and external) investment decisions.> Monitoring environmental events that could have a majortransformational or disruptive impact on our business.In addition to the CEO, the PIB’s members are: the CFO; thePresident, Global R&D; the Executive Vice-President, GlobalCommercial Operations; the Executive Vice-President, InnovativeMedicines; the Executive Vice-President, Biologics R&D; the ExecutiveVice-President, Global Medicines Development; and the Vice-President, Strategic Partnering & Business Development. The PIB hasa permanent secretary and typically meets at around the time of themonthly SET meetings, or as otherwise required by business needs.Disclosure CommitteeOur disclosure policy provides a framework for the handling anddisclosure of inside information and other information of interest toshareholders and the investment community. It also defines the role ofthe Disclosure Committee. The members of the Committee are: theCEO; the CFO, who chairs the Committee; the President, Global R&D;the General Counsel; the Vice-President, Corporate Affairs; theVice-President, Investor Relations; and the Vice-President, GroupFinance. The Deputy Company Secretary acts as secretary to thisCommittee. The Committee meets regularly to assist and inform thedecisions of the CEO concerning inside information and its disclosure.Periodically, it reviews our disclosure controls and procedures and itsown operation as part of work carried out to enable management andthe Board to assure themselves that appropriate processes areoperating for our planned disclosures, such as our quarterly resultsannouncements and scheduled investor relations events.Disclosure of information to auditorsThe Directors who held office at the date of approval of this AnnualReport confirm that, so far as they are each aware, there is no relevantaudit information of which the Company’s auditors are unaware; andeach Director has taken all the steps that he or she ought to havetaken as a Director to make himself or herself aware of any relevantaudit information and to establish that the Company’s auditors areaware of that information.Compliance and Group Internal AuditThe role of the Global Compliance function is to manage and maintainthe compliance programme infrastructure and to help embed a cultureof ethics and integrity in the Group. Global Compliance works closelywith GIA, with whom it provides assurance reporting to the AuditCommittee. During 2012, the Global Compliance function willcontinue to focus on ensuring the delivery of an aligned approachto compliance that addresses key risk areas across the business.During 2011, a new Chief Compliance Officer (formerly designatedGlobal Compliance Officer) was appointed to head the GlobalCompliance function. The reporting of all Global Complianceprogramme resources, including regional and local complianceofficers, is centralised under the Chief Compliance Officer who reportsto the CEO and is a member of the SET. The Chief Compliance Officerheads the Global Compliance leadership team, whose remit is tooversee and coordinate the implementation of an effective globalcompliance programme and evaluate its effectiveness. It does this byassessing key compliance risks within and across the SET functions,working with GIA to ensure coordination of compliance auditing andmonitoring, reviewing results, addressing significant policy violations,and identifying trends.Global Compliance provides direct assurance to the Audit Committeeon matters concerning compliance issues, with a particular focus oncompliance with anti-bribery and anti-corruption legislation as well asIFPMA, EFPIA and PhRMA codes. Complementing this, GIA carriesout a range of audits that include compliance-related audits andreviews of the assurance activities of other Group assurance functions.The results from these activities are reported to the Audit Committee.GIA is an independent appraisal function that derives its authority fromthe Board through the Audit Committee. Its primary role is to providereasonable and objective assurance to the Directors regarding theadequacy and effectiveness of the Group’s risk management andcontrol framework and the internal controls over key business risks,including financial controls and compliance with laws, regulationsand policies.GIA seeks to discharge the responsibilities set down in its charterby reviewing:> The processes for ensuring that key business risks are effectivelymanaged.> The financial and operational controls that help to ensure that theGroup’s assets are properly safeguarded from losses, includingfraud.> The controls that help to ensure the reliability and integrity ofmanagement information systems.> The processes for ensuring compliance with policies andprocedures, external legislation and regulation.In addition to fulfilling its primary remit of assurance to the AuditCommittee, GIA acts as a source of constructive advice and bestpractice, assisting senior management to improve governance,control, compliance and risk management.110 Corporate Governance ReportAstraZeneca Annual Report and Form 20-F Information 2011