AstraZeneca Annual Report and Form 20-F Information 2011

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Directors’ Remuneration ReportGains by Directors on exercise of share optionsThe aggregate gains made by Directors on the exercise of share options during the year and the two previous years are set out below.YearGains made by Directorson the exercise of share options$Gains made by thehighest paid Director$2011 882,089 112,2542010 260,182 11,4542009 – –During 2011, the market price of Ordinary Shares or ADSs was as follows:Stock ExchangeOrdinary Share/ADS market priceat 31 December 2011Range of the Ordinary Share/ADSmarket price during 2011London 2975p 2543.5p to 3194pStockholm 316.0 SEK 269.3 SEK to 328.5 SEKNew York $46.29 $40.95 to $52.40On behalf of the BoardA C N KempCompany Secretary2 February 2012128 Directors’ Remuneration ReportAstraZeneca Annual Report and Form 20-F Information 2011
RiskIn this section we describe our key riskmanagement and assurance mechanisms andthe principal risks and uncertainties which weconsider to be material to our business as theymay have a significant effect on our financialcondition, results of operations and/or reputation.Specific risks and uncertainties are alsodiscussed in the Business Review from page 29,where relevant.Managing riskAs an innovation-driven, global, prescription-based biopharmaceuticalbusiness, we face a diverse range of risks and uncertainties that mayadversely affect our business. Our approach to risk management isdesigned to encourage clear decision making as to which risks wetake and how these are managed, based on an understanding of thepotential strategic, commercial, financial, compliance, legal andreputational implications of these risks.We work continuously to ensure that we have effective riskmanagement processes in place to support the delivery of ourstrategic objectives, the material needs of our stakeholders and ourcore values. We monitor our business activities and external andinternal environments for new, emerging and changing risks to ensurethat these are managed appropriately as they arise.The Board believes that the processes and accountabilities which arein place (described below) provide it with adequate information on thekey risks and uncertainties we face. Further information about theserisks and uncertainties is set out in the Principal risks and uncertaintiessection from page 130.Embedded in business processesWe strive to ensure that sound risk management is embedded withinour strategy, planning, budgeting and performance managementprocesses. The Board has defined the Group’s risk appetite expressingthe acceptable levels of risk for the Group using three key dimensions.These are (i) earnings and cash flow, (ii) return on investment, and (iii)potential impact on our reputation. This definition provides a clearstatement by the Board of its position on risk which enables theGroup, in both quantitative and qualitative terms, to judge the levelof risk it is prepared to take so as to achieve its overall objectives.Annually, the Group develops a long-term business plan to supportthe delivery of its strategy which the Board reviews and confirms that itconforms to its risk appetite. Line management are accountable foridentifying and managing risks, and for delivering business objectivesin accordance with the Group’s risk appetite. Each area for which aSET member is responsible (a SET function) is required to provide acomprehensive assessment of its risks as part of the annual businessplanning process. Identified risks are mapped to AstraZeneca’s risk‘taxonomy’, providing a structured disaggregation of the variouspotential risks facing the Group.The CEO and the CFO undertake quarterly business reviews (QBRs)with each SET function, where the key risks are reviewed. Businessmanagers within each SET function are required to provide quarterlyupdates on their key risks, which are then consolidated to create a listof key risks for that SET function to review at QBRs. The key risks foreach SET function are then aggregated into a Group risk register.The purpose of the risk review is to identify and measure risks, andto define and review risk management and mitigation plans. Riskmanagement standards, guidelines and supporting tools are in placeto support the managers in this process.We develop business resilience plans to provide for situations wherespecific risks have the potential to severely impact our business.Global business resilience plans covering crisis management,business continuity and emergency responses are in place. Theseplans are supported by the provision of training and crisis simulationactivities for business managers.One of our strategic priorities is to ensure that a culture of ethicsand integrity is embedded in all our business practices. Our Codeof Conduct (the Code) and our Global Policies and Standards setmandatory minimum standards of responsible behaviour for allemployees. In addition, all employees receive annual training onthe requirements of the Code, as well as more specific targetedtraining on particular policies and standards if required for their role.Employees are encouraged to raise questions on the practicalapplication of these standards and to report suspected breachesand incidents of non-compliance through the reporting channelsdescribed in the Code.For information about how we identify and manage the risksassociated with ‘responsible business’, see Accountabilities andresponsibilities in the Responsible Business section on page 48.Key responsibilitiesManagement of riskDay-to-day risk management is delegated from the Board to theCEO and through the SET to line managers. SET management areasare accountable for establishing an appropriate line management-ledprocess and for providing the resources for supporting effectiverisk management.Line and project managers have primary responsibility, within thecontext of their functional area, for identifying and managing risk aswell as for putting in place appropriate controls and procedures tomonitor effectiveness.Oversight and monitoringThe SET is responsible for overseeing and monitoring theeffectiveness of the risk management processes implemented bymanagement. Our Global Compliance and Group Internal Audit(GIA) business functions support the SET by advising on policyand standard setting, monitoring and auditing, communication andtraining, as well as reporting on the adequacy of line managementprocesses as they apply to managing our risk.Our compliance organisation is comprised of the Global Compliancefunction together with a wide range of specialist compliance functions.Further information about Global Compliance and the Code can befound in the Global Compliance section on page 43.Corporate GovernanceAstraZeneca Annual Report and Form 20-F Information 2011Risk 129
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healthAstraZeneca Annual Reportand
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Financial summary$33.6bnSales down
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China: We announcedour decision to
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OverviewOperational overview7979 pr
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Chairman’s StatementI would like
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Chief Executive Officer’s ReviewA
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The process of getting a drug to ma
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OverviewnovationInnovation drives p
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Our Strategy and PerformanceMore pe
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Using the full range of innovative
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Our strategyMissionto make the most
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Our strategic priorities to 2014Our
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Our performance in 2011Our performa
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Business shapePeopleResponsible bus
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Strategy and PerformanceaborationIm
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Delivering our strategyOur strategy
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Development projects20112010 129342
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Investing in capabilitiesA core com
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Patent expiries for our key markete
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our Established Markets footprint i
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Product qualityWe are committed to
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We have a global approach, supporte
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ComplianceWe ensure a culture of et
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tegrityBusiness ReviewWe are dedica
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Delivering our strategyResponsible
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India has the fastest growing numbe
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ProtestsAstraZeneca acknowledges th
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Also in 2011, the DIHR in collabora
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healthcollaborationRaising breast c
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Pipeline by Therapy Area at 31 Dece
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Therapy Area ReviewIn September, we
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Therapy Area ReviewGastrointestinal
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Therapy Area ReviewInfectionTherapy
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Therapy Area ReviewIn the pipelineI
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Therapy Area ReviewOur financial pe
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Therapy Area ReviewOncologyTherapy
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Therapy Area Reviewendpoints of pro
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Therapy Area ReviewOur financial pe
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healthinnovationReducing the number
Page 80 and 81: Geographical ReviewUSAstraZeneca is
Page 82 and 83: Geographical ReviewEmerging Markets
Page 84 and 85: Disciplined execution of our strate
Page 86 and 87: Financial ReviewMeasuring performan
Page 88 and 89: Financial ReviewResults of operatio
Page 90 and 91: Financial ReviewFinancial position
Page 92 and 93: Financial ReviewCapitalisation and
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Page 96 and 97: Financial ReviewSensitivity analysi
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Page 100 and 101: healthcollaborationFighting the ris
Page 102 and 103: Board of Directors and Senior Execu
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Page 106 and 107: Corporate Governance ReportOperatio
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Page 114 and 115: Corporate Governance ReportPolitica
Page 116 and 117: Directors’ Remuneration ReportDav
Page 118 and 119: Directors’ Remuneration ReportVar
Page 120 and 121: Directors’ Remuneration ReportAdd
Page 122 and 123: Directors’ Remuneration ReportSum
Page 124 and 125: Directors’ Remuneration ReportSum
Page 126 and 127: Directors’ Remuneration ReportIn
Page 128 and 129: Directors’ Remuneration ReportPer
Page 132 and 133: RiskManagement reporting and assura
Page 134 and 135: RiskCommercialisation and business
Page 136 and 137: RiskCommercialisation and business
Page 138 and 139: RiskSupply chain and delivery risks
Page 140 and 141: RiskEconomic and financial risks co
Page 142 and 143: Financial StatementsPreparation of
Page 144 and 145: Financial StatementsConsolidated St
Page 146 and 147: Financial StatementsConsolidated St
Page 148 and 149: Financial StatementsGroup Accountin
Page 150 and 151: Financial StatementsProperty, plant
Page 152 and 153: Financial StatementsNotes to the Gr
Page 154 and 155: Financial Statements3 Finance incom
Page 156 and 157: Financial Statements4 Taxation cont
Page 158 and 159: Financial Statements6 Segment infor
Page 160 and 161: Financial Statements9 Intangible as
Page 162 and 163: Financial Statements10 Other invest
Page 164 and 165: Financial Statements15 Financial in
Page 166 and 167: Financial Statements15 Financial in
Page 168 and 169: Financial Statements18 Post-retirem
Page 170 and 171: Financial Statements18 Post-retirem
Page 172 and 173: Financial Statements20 Share capita
Page 174 and 175: Financial Statements23 Financial ri
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Page 178 and 179: Financial Statements24 Employee cos
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Financial Statements24 Employee cos
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Financial Statements24 Employee cos
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Financial Statements25 Commitments
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Financial Statements26 LeasesTotal
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Financial StatementsIndependent Aud
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Financial StatementsCompany Account
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Financial Statements4 ReservesShare
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Financial StatementsGroup Financial
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Development PipelineNCEsPhase III/R
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Development PipelineNCEsPhases I an
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Shareholder Information> For shares
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Shareholder InformationDocuments on
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Corporate InformationHistory and de
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GlossaryThe following abbreviations
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Index2011 performance summary 23Acc
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Contact informationRegistered offic
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AstraZeneca Annual Report and Form 20-F Information 2011

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