AstraZeneca Annual Report and Form 20-F Information 2011

Directors’ Remuneration ReportDavid BrennanComponents of remuneration – What was paid to the Chief Executive Officer (%)1321272011FixedBase SalaryVariable*BonusPSPAZIP1220322010FixedBase SalaryVariable*BonusPSPAZIP1819342009FixedBase SalaryVariable*BonusPSPSOP393629* Bonus element is the actual bonus paid for the year in question. PSP, AZIP and SOP elements are on an expected value basis.In this section, we have set ourselves the task of explaining, as simplyas we can, what was paid to the Executive Directors during 2011and why.This Report has been prepared in accordance with the Large andMedium-sized Companies and Groups (Accounts and Reports)Regulations 2008 (Regulations) and meets the relevant requirementsof the Financial Services Authority’s Listing Rules. As required by theRegulations, a resolution to approve this Report will be proposed atthe AGM on 26 April 2012.What was paid to the Executive Directors in 2011 and why?The summaries below set out the quantitative data for each ExecutiveDirector, including certain data for the preceding year to enablecomparison. We follow this with short qualitative comments relatingto base pay, annual bonus or Short Term Incentive (STI), Long TermIncentive (LTI) and benefits, including pension.David BrennanBase pay per annum and % changes over previous year2012 2011 2010£997,223 £997,223 £972,900+0% +2.5% +0%> The Committee reviewed the CEO’s base pay in December 2011and decided to award an increase for 2012 of 2.5%. This was withinthe range of salary increases for employees across the Group. As in2010, the CEO declined to accept any increase.> The CEO was awarded a bonus for performance during 2011 of£1,325,609 (133% of base salary out of a maximum possible awardof 180% of base salary), the cash element of which will be paid in2012 1 . His bonus for performance during 2010, the cash elementof which was paid in 2011, was £1,583,025 (163% of base salary outof a maximum possible award of 180% of base salary) 2 . The 2011bonus was lower than the 2010 bonus by 16%. The reasons for thisare set out in the section below headed Variable elements of theCEO’s and CFO’s remuneration in 2011.> The CEO must defer one-third of any pre-tax bonus into OrdinaryShares or ADSs. These are held for three years before beingreleased. The bonus is not pensionable.> The CEO received an LTI award in 2011 with an expected value of250% of base salary 3 . Full details can be found on page 126. Underthe rules of the PSP and the AZIP, in respect of any financial yearof the Company, the maximum market value of shares that may intheory be put under a PSP or an AZIP share award in respect ofan employee, is 500% of that employee’s base salary.> In respect of the LTI award made in 2011, the distribution betweenthe PSP and the AZIP was in the ratio 75% to 25%.> During 2011, as a result of the vesting of the 2008 share awardunder the PSP, the CEO received 201,932 Ordinary Shares anda cash payment in respect of dividends accrued.> The CEO is entitled to standard non-cash employment benefits,such as healthcare benefits, insurances and car purchasearrangements.> In relation to pension arrangements, the CEO’s pension entitlementis provided through a combination of the AstraZeneca US DefinedBenefit Pension Plan and US defined contribution arrangements.He has an accrued pension at 31 December 2011 of £978,000 perannum (2010: £972,000 per annum) from his defined benefitarrangements. Full details can be found on page 118.> The Committee increased the CEO’s shareholding requirementin January 2012 from 200% to 300% of base salary.> At 31 December 2011, the CEO had a beneficial shareholding of273,263 4 AstraZeneca shares which, at that date, had a valueapproximately equivalent to 815% of his 2011 base salary.1The factors considered by the Committee in assessing performance during 2011 anddetermining the bonus are summarised on page 116.2Each year in January, the Committee determines bonuses for performance in the previous yearand these are paid in February.3The Company estimates the expected value of LTI awards taking account of the likelihood ofperformance conditions and targets being achieved.4This figure includes an estimated 27,089 shares post-tax held in retention in the DeferredBonus Plan.114 Directors’ Remuneration ReportAstraZeneca Annual Report and Form 20-F Information 2011