Directors’ Remuneration <strong>Report</strong>Summary of other plans<strong>AstraZeneca</strong> Share Option PlanThe Share Option Plan (SOP) was approved by shareholders for a period of 10 years <strong>and</strong> expired in May <strong>20</strong>10.Details of outst<strong>and</strong>ing grants of option awards (Option Awards) granted to Executive Directors are shown in the Share option plans table on page 127.The Committee imposed performance conditions in respect of the exercise of such Option Awards by SET members (including the ExecutiveDirectors) which, in the view of the Committee, were considered appropriately stretching. In order for Option Awards to vest, the EPS of theGroup must increase at least in line with the UK Retail Prices Index plus 5% per annum on average, over a three-year period, the base figurebeing the EPS for the financial year preceding the date of grant, with no retesting. In addition, since the review of executive remuneration in<strong>20</strong>04, the Committee has included a condition that, if an event occurs which causes material reputational damage to the Company, such thatit is not appropriate for the Option Awards to vest <strong>and</strong> become exercisable, the Committee can make a determination to reflect this. No suchdetermination was made in <strong>20</strong>11.Global Restricted Stock PlanThe <strong>AstraZeneca</strong> Global Restricted Stock Plan (GRSP) was introduced in <strong>20</strong>10 <strong>and</strong> provides for the grant of restricted stock awards (StockAwards) over Shares. The GRSP is operated for below SET-level employees only.In <strong>20</strong>11, Stock Awards were made under the GRSP on 28 March, with other Stock Awards approved by the Committee in relation to, forexample, new appointments, promotions <strong>and</strong> assignments being granted on 26 August. Stock Awards granted under the GRSP do not involvethe issue <strong>and</strong> allotment of new Ordinary Shares but rather rely on the market purchase of Ordinary Shares that have already been issued. Thereis no increase in the overall quantum of awards applicable to target employees through the introduction of the GRSP.Restricted Share PlanThe <strong>AstraZeneca</strong> Restricted Share Plan (RSP) was introduced in <strong>20</strong>08 <strong>and</strong> provides for the granting of restricted share awards (RS Awards)to key employees, excluding Executive Directors. RS Awards are made on an ad hoc basis with variable vesting dates <strong>and</strong> may not operate inrespect of Ordinary Shares which are newly issued or transferred from treasury. The RSP was used seven times in <strong>20</strong>11 to make RS Awards toa limited number of key senior executives in specific situations considered by the Committee. The Committee has responsibility for agreeing anyRS Awards under the RSP <strong>and</strong> for setting the policy for the way in which the RSP should operate.Other plansIn addition to the plans described above, the Company operates the <strong>AstraZeneca</strong> Savings-Related Share Option Plan <strong>and</strong> the <strong>AstraZeneca</strong>All-Employee Share Plan in the UK, both of which are HM Revenue & Customs approved plans. Certain Executive Directors <strong>and</strong> other SET membersare eligible to participate in these plans, more detailed descriptions of which can be found in Note 24 to the Financial Statements from page 176.Dilution under share plansOther than the <strong>AstraZeneca</strong> Savings-Related Share Option Plan <strong>and</strong> the <strong>AstraZeneca</strong> All-Employee Share Plan, which operate in the UK only,<strong>and</strong> the SOP, none of the Company’s share plans has a dilutive effect because they do not involve the issue <strong>and</strong> allotment of new OrdinaryShares but rather rely on the market purchase of Ordinary Shares that have already been issued.Terms of employment for Executive DirectorsService contractsDetails of the service contracts for each of the Executive Directors are set out below. Either the Company or the Executive Director mayterminate the service contract on 12 months’ notice. It is the Committee’s intention that, in the event of early termination of an ExecutiveDirector’s employment, any compensation payable under his/her service contract should not exceed the salary <strong>and</strong> benefits that would havebeen received had the contractual notice period been worked <strong>and</strong> this may be further reduced in line with the Executive Director’s duty tomitigate losses. None of the Executive Directors has any provision in their service contracts giving them a right to liquidated damages or anautomatic entitlement to bonus for the duration of their notice period. Compensation for any bonus entitlement will be assessed initially as‘on target’ but subject to adjustment by the Committee to take account of the particular circumstances of the termination.Details of Executive Directors’ service contracts at 31 December <strong>20</strong>11 are shown in the table below:Executive DirectorDate of service contractUnexpired term at31 December <strong>20</strong>11NoticeperiodDavid Brennan 1 January <strong>20</strong>06 12 months 12 monthsSimon Lowth 5 November <strong>20</strong>07 12 months 12 monthsPolicy on external appointments <strong>and</strong> retention of feesSubject to specific Board approval in each case, Executive Directors <strong>and</strong> other SET members may accept external appointments as non-executivedirectors of other companies <strong>and</strong> retain any related fees paid to them, provided always that such external appointments are not consideredby the Board to prevent or reduce the ability of the executive to perform their role within the Group to the required st<strong>and</strong>ard. Simon Lowth is aNon-Executive Director of St<strong>and</strong>ard Chartered PLC. In respect of such position, he received fees of £105,000 for his services in <strong>20</strong>11.Non-Executive DirectorsNone of the Non-Executive Directors has a service contract but all have letters of appointment. In accordance with the Company’s Articles,following their appointment, Directors must retire at each AGM <strong>and</strong> may present themselves for election or re-election. None of the Non-ExecutiveDirectors has any provision in their letter of appointment giving them a right to compensation payable upon early termination of their appointment.They are not eligible for performance-related bonuses or the grant of share awards or options. No pension contributions are made on their behalf.The annual Board fees applicable to Non-Executive Directors, including the Non-Executive Chairman, are set out in the Non-ExecutiveDirectors’ fees table on page 123. In addition to the m<strong>and</strong>atory shareholding requirement imposed on all Directors under the Articles describedin the Directors section on page <strong>20</strong>8, the Board encourages each Non-Executive Director to build up, over time, a shareholding in the Companywith a value approximately equivalent to the basic annual fee for a Non-Executive Director (£75,000) or, in the case of the Chairman,approximately equivalent to his annual fee (£500,000).122 Directors’ Remuneration <strong>Report</strong><strong>AstraZeneca</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>Information</strong> <strong>20</strong>11
Non-Executive Directors’ fees£Chairman’s fee 500,000Basic fee 75,000Senior independent Non-Executive Director 30,000Membership of the Audit Committee <strong>20</strong>,000Membership of the Remuneration Committee 15,000Chairman of the Audit Committee or the Remuneration Committee 1 <strong>20</strong>,000Membership of the Science Committee 10,000Chairman of the Science Committee 1 7,0001This fee is in addition to the fee for membership of the relevant Committee.Directors’ emoluments in <strong>20</strong>11The aggregate remuneration, excluding pension contributions <strong>and</strong> the value of shares under option <strong>and</strong> shares subject to Share Awards,paid to or accrued for all Directors for services in all capacities during the year ended 31 December <strong>20</strong>11 was £6,535,000 ($10,458,000).The remuneration of individual Directors is set out below in pounds sterling <strong>and</strong> US dollars. All salaries, fees, bonuses <strong>and</strong> other benefits forDirectors are established in pounds sterling.Directors’ remuneration – pounds sterlingNameSalary<strong>and</strong> fees£000Bonuscash£000BonusShares 1£000Taxablebenefits£000Otherpayments<strong>and</strong>allowances£000Total<strong>20</strong>11£000Total<strong>20</strong>10£000Total<strong>20</strong>09£000Louis Schweitzer 500 – – – – 500 456 325David Brennan 997 2 884 442 24 1,023 3 3,370 3,044 3,186Simon Lowth 636 513 257 6 373 4 1,785 1,642 1,426Bruce Burlington 98 – – – – 98 33 –Jean-Philippe Courtois 95 – – – – 95 80 75Michele Hooper 145 – – – – 145 1<strong>20</strong> 100Rudy Markham 110 – – – – 110 90 75Nancy Rothwell 107 – – – – 107 96 92Shriti Vadera 95 – – – – 95 – –John Varley 110 – – – – 110 99 95Marcus Wallenberg 85 – – – – 85 71 60<strong>Form</strong>er DirectorsJane Henney 35 5 – – – – 35 90 85Others – – – – – – 59 659Total 3,013 1,397 699 30 1,396 6,535 5,880 6,178Directors’ remuneration – US dollarsNameSalary<strong>and</strong> fees$000Bonuscash$000BonusShares 1$000Taxablebenefits$000Otherpayments<strong>and</strong>allowances$000Total<strong>20</strong>11$000Total<strong>20</strong>10$000Total<strong>20</strong>09$000Louis Schweitzer 800 – – – – 800 705 504David Brennan 1,596 2 1,415 707 38 1,637 3 5,393 4,705 4,937Simon Lowth 1,018 821 411 10 597 4 2,857 2,537 2,<strong>20</strong>9Bruce Burlington 157 – – – – 157 51 –Jean-Philippe Courtois 152 – – – – 152 124 116Michele Hooper 232 – – – – 232 185 155Rudy Markham 176 – – – – 176 139 116Nancy Rothwell 171 – – – – 171 148 143Shriti Vadera 152 – – – – 152 – –John Varley 176 – – – – 176 153 147Marcus Wallenberg 136 – – – – 136 110 93<strong>Form</strong>er DirectorsJane Henney 56 5 – – – – 56 139 132Others – – – – – – 92 1,021Total 4,822 2,236 1,118 48 2,234 10,458 9,088 9,573Corporate Governance1These figures represent that portion of the <strong>20</strong>11 bonuses required to be deferred into Ordinary Shares to be held for a three-year period under the Deferred Bonus Plan.2This figure includes a sum of £447,000 ($719,000) in respect of member contributions to the 401(k) plan <strong>and</strong> to the <strong>AstraZeneca</strong> Executive Deferred Compensation Plan which was paid into the plans bymeans of a salary sacrifice (see the Defined contribution arrangements section on page 118 for further details).3Relates to relocation allowances, a car allowance <strong>and</strong> cash of £880,000 ($1,408,000) on the vesting of a PSP Share Award <strong>and</strong> £73,000 ($117,000) on the release of Ordinary Shares under the DeferredBonus Plan, in each case paid in respect of dividends accrued.4Relates to remaining cash following selection of benefits within <strong>AstraZeneca</strong>’s UK flexible benefits programme <strong>and</strong> cash of £318,000 ($509,000) on the vesting of a PSP Share Award <strong>and</strong> £6,000($10,000) on the release of shares under the Deferred Bonus Plan, in each case paid in respect of dividends accrued.5Part-year only as ceased to be a Director on 28 April <strong>20</strong>11.<strong>AstraZeneca</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>Information</strong> <strong>20</strong>11Directors’ Remuneration <strong>Report</strong> 123