RiskManagement reporting <strong>and</strong> assuranceWe provide regular quarterly risk reports to the SET <strong>and</strong> to the Board.Among other things, these summarise our current assessment of theprincipal risks facing the Group, including environmental, social <strong>and</strong>governance risks, senior management accountability <strong>and</strong> ourexpected plans in order to address these risks, to the extent possible.The Audit Committee is comprised of five Non-Executive Directors<strong>and</strong> is accountable, among other things, for assessing the adequacy<strong>and</strong> effectiveness of the risk management systems <strong>and</strong> processesimplemented by management. The Audit Committee receives regularreports from our external auditor <strong>and</strong> the following business functions:> GIA – independent assurance reports on the Group’s riskmanagement <strong>and</strong> control framework.> Global Compliance – compliance programme reports on keycompliance risks, updates on key compliance initiatives,performance against the Global Compliance scorecard, complianceincidents <strong>and</strong> investigations including calls made by employees tothe AZethics <strong>and</strong> our biologics capabilities help-lines.> Financial Control <strong>and</strong> Compliance Group – reports on Sarbanes-Oxley Act compliance <strong>and</strong> the financial control framework.> Management – the Group level risk summary from the annualbusiness planning process <strong>and</strong> QBRs <strong>and</strong> reports on theperformance management <strong>and</strong> monitoring processes.The Audit Committee reviews <strong>and</strong> reports to the Board followingeach Audit Committee meeting on the overall framework of riskmanagement <strong>and</strong> internal controls <strong>and</strong> is responsible for promptlybringing to the Board’s attention any significant concerns about theconduct, results or outcome of internal audits <strong>and</strong> other compliancematters. For further information on the Audit Committee, see the AuditCommittee section from page 107.GIA is an independent assurance <strong>and</strong> advisory function that reportsto, <strong>and</strong> is accountable to, the Audit Committee. GIA’s budget,resources <strong>and</strong> programme of audits are approved by the AuditCommittee annually <strong>and</strong> the findings from its audit work are reportedto, <strong>and</strong> discussed at, each Audit Committee meeting. A core part ofthe audit work carried out by GIA includes assessing how we aremanaging risk <strong>and</strong> reviewing the effectiveness of selected aspectsof our risk control framework, including the effectiveness of otherassurance <strong>and</strong> compliance functions within the business.Principal risks <strong>and</strong> uncertaintiesThe pharmaceutical sector is inherently risky <strong>and</strong> a variety of risks <strong>and</strong>uncertainties may affect our business. Below we describe the principalrisks <strong>and</strong> uncertainties which we consider to be material to ourbusiness in that they may have a significant effect on our financialcondition, results of operations <strong>and</strong>/or reputation.These risks are not listed in any particular order of priority. Other risks,unknown or not currently considered material, could have a similareffect. We believe that the forward-looking statements about<strong>AstraZeneca</strong> in this <strong>Annual</strong> <strong>Report</strong>, identified by words such as‘anticipates’, ‘believes’, ‘expects’ <strong>and</strong> ‘intends’, are based onreasonable assumptions. However, forward-looking statementsinvolve inherent risks <strong>and</strong> uncertainties such as those summarisedbelow. They relate to events that may occur in the future, that may beinfluenced by factors beyond our control <strong>and</strong> that may have actualoutcomes materially different from our expectations.Product pipeline risksFailure to meet development targetsThe development of any pharmaceutical product c<strong>and</strong>idate is a complex, risky <strong>and</strong> lengthyprocess involving significant financial, R&D <strong>and</strong> other resources, which may fail at any stage ofthe process due to a number of factors. These include: failure to obtain the required regulatoryor marketing approvals for the product c<strong>and</strong>idate or its manufacturing facilities; unfavourableclinical efficacy data; safety concerns; failure of R&D to develop new product c<strong>and</strong>idates; <strong>and</strong>failure to demonstrate adequate cost effective benefits to regulators <strong>and</strong> the emergence ofcompeting products.Production <strong>and</strong> release schedules for biologics may be more significantly impacted byregulatory processes than other products. This is due to more complex <strong>and</strong> stringent regulationon the manufacturing of biologics <strong>and</strong> their supply chain.Difficulties of obtaining <strong>and</strong> maintaining regulatory approvalsfor new productsWe are subject to strict controls on the commercialisation processes for our pharmaceuticalproducts, including in their development, manufacture, distribution <strong>and</strong> marketing. Therequirements to obtain regulatory approval based on a product’s safety, efficacy <strong>and</strong> qualitybefore it can be marketed for an indication in a particular country, as well as to maintain <strong>and</strong>comply with licences <strong>and</strong> other regulations relating to its manufacture <strong>and</strong> marketing, areparticularly important. The submission of an application to regulatory authorities (which vary,with different requirements, in each region or country) may or may not lead to the grant ofmarketing approval. Regulators can refuse to grant approval or may require additional databefore approval is given, even though the medicine may already be launched in other countries.The approval of a product is required by the relevant regulatory authority in each country,although a single pan-EU MAA can be obtained through a centralised procedure.In recent years, companies sponsoring new drug applications <strong>and</strong> regulatory authorities havebeen under increased public pressure to apply more conservative benefit/risk criteria. In someinstances, regulatory authorities require a company to develop plans to ensure safe use of amarketed product before a pharmaceutical product is approved, or after approval, if a new <strong>and</strong>significant safety issue is established. In addition, third party interpretation of publicly availabledata on our marketed products has the potential to influence the approval status or labelling ofa currently approved <strong>and</strong> marketed product.ImpactA succession of negative drug project results <strong>and</strong>a failure to reduce development timelines effectivelyor produce new products that achieve commercialsuccess could adversely affect the reputationof our R&D capabilities <strong>and</strong> is likely to materiallyadversely affect our financial condition <strong>and</strong> resultsof operations.ImpactThe predictability of the outcome <strong>and</strong> timing ofreview processes remains challenging, particularlyin the US, due to competing regulatory priorities <strong>and</strong>a continuing sentiment of risk aversion on the part ofregulatory reviewers <strong>and</strong> management.Delays in regulatory reviews <strong>and</strong> approvals couldimpact the timing of a new product launch. Inaddition, the drive for public transparency of thereview processes through the more extensiveuse of public advisory committees increases theunpredictability of the process. For example, in theUS, the approval date for Brilinta was delayed inDecember <strong>20</strong>10 by the issuance of a CompleteResponse Letter by the FDA requesting further data<strong>and</strong> analysis, which led to the product ultimatelyreceiving US approval in the third quarter of <strong>20</strong>11.130 Risk<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
Product pipeline risks continuedFailure to obtain <strong>and</strong> enforce effective IP protectionOur ability to obtain <strong>and</strong> enforce patents <strong>and</strong> other IP rights in relation to our products is animportant element of our ability to protect our investment in R&D <strong>and</strong> create long-term value forthe business. A number of the countries in which we operate are still developing their IP laws ormay even be limiting the applicability of these laws to pharmaceutical inventions. Adversepolitical perspectives on the desirability of strong IP protection for pharmaceuticals in certainemerging <strong>and</strong> even developed markets may limit the scope for us to obtain effective IPprotection for our products. As a result, certain countries may seek to limit or deny effective IPprotection for pharmaceuticals.Delay to new product launchesOur continued success depends on the development <strong>and</strong> successful launch of innovative newdrugs. The anticipated launch dates of major new products have a significant impact on anumber of areas of our business, including investment in large clinical studies, the manufactureof pre-launch product stocks, investment in marketing materials pre-launch, sales force training<strong>and</strong> the timing of anticipated future revenue streams from new product sales. These launchdates are primarily driven by the development programmes that we run <strong>and</strong> the dem<strong>and</strong>s ofthe regulatory authorities in the approvals process, as well as pricing negotiations. Delays toanticipated launch dates can result from a number of factors including adverse findings inpreclinical or clinical studies, regulatory dem<strong>and</strong>s, competitor activity <strong>and</strong> technology transfer.Strategic alliances <strong>and</strong> acquisitions may be unsuccessfulWe seek technology licensing arrangements <strong>and</strong> strategic collaborations to exp<strong>and</strong> our productportfolio <strong>and</strong> geographical presence as part of our business strategy.Such licensing arrangements <strong>and</strong> strategic collaborations are key, enabling us to grow <strong>and</strong>strengthen the business. The success of such arrangements is largely dependent on thetechnology <strong>and</strong> other IP we acquire <strong>and</strong> the resources, efforts <strong>and</strong> skills of our partners. Also,under many of our strategic alliances, we make milestone payments well in advance of thecommercialisation of the products, with no assurance that we will recoup these payments.Furthermore, we experience strong competition from other pharmaceutical companies inrespect of licensing arrangements <strong>and</strong> strategic collaborations, <strong>and</strong> therefore may beunsuccessful in establishing some of our intended projects.We may also seek to acquire complementary businesses as part of our business strategy.The integration of an acquired business could involve incurring significant debt <strong>and</strong> unknownor contingent liabilities, as well as having a negative effect on our reported results of operationsfrom acquisition related charges, amortisation of expenses related to intangibles <strong>and</strong> chargesfor the implementation of long-term assets. We may also experience difficulties in integratinggeographically separated organisations, systems <strong>and</strong> facilities, <strong>and</strong> personnel with differentorganisational cultures.ImpactLimitations on the availability of patent protection orthe use of compulsory licensing in certain countriesin which we operate could have a material adverseeffect on the pricing <strong>and</strong> sales of our products <strong>and</strong>,consequently, could materially adversely affect ourrevenues from those products. More informationabout protecting our IP is contained in the IntellectualProperty section from page 34. <strong>Information</strong> aboutthe risk of patent litigation <strong>and</strong> the early loss of IPrights is contained in the Expiry or loss of, orlimitations on, IP rights section on page 132.ImpactSignificant delays to anticipated launch dates ofnew products could have a material adverse effecton our financial condition <strong>and</strong> results of operations.For example, for the launch of products that areseasonal in nature, delays in regulatory approvalsor manufacturing difficulties may delay launch to thenext season which, in turn, may significantly reducethe return on costs incurred in preparing for thelaunch for that season. In addition, a delay in thelaunch may lead to increased costs if, for example,marketing <strong>and</strong> sales efforts need to be rescheduledor protracted for longer than expected.ImpactIf we fail to complete these types of collaborativeprojects in a timely manner, on a cost effectivebasis, or at all, this may limit our ability to accessa greater portfolio of products, IP, technology <strong>and</strong>shared expertise.Additionally, disputes or difficulties in our relationshipwith our collaborators or partners may arise, oftendue to conflicting priorities or conflicts of interestbetween parties, which may erode or eliminate thebenefits of these alliances.The incurrence of significant debt or liabilities as aresult of integration of an acquired business couldcause deterioration in our credit rating <strong>and</strong> result inincreased borrowing costs <strong>and</strong> interest expense.Further, if, following an acquisition, liabilities areuncovered in the acquired business, the Group maysuffer losses <strong>and</strong> may not have remedies against theseller or third parties. The integration process mayalso result in business disruption, diversion ofmanagement resources, the loss of key employees,<strong>and</strong> other issues such as a failure to integrate IT <strong>and</strong>other systems.Corporate Governance<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>11Risk 131