7817 Annual Report 2009.qxd - Shire

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40 Shire plc Annual Report and Accounts 2009Corporate governance statementBoard and Committee meetings (1)The attendance of the Directors at Board and Committees meetings held in 2009 was as follows:Audit,Science &DirectorsBoard Board Compliance & Remuneration Nomination Technology(scheduled) (ad hoc) Risk Committee Committee Committee CommitteeMatthew Emmens (2) 5/5 1/2 n/a n/a 5/5 n/aAngus Russell 5/5 2/2 n/a n/a n/a n/aGraham Hetherington 5/5 2/2 n/a n/a n/a n/aDavid Kappler (5) 5/5 1/2 5/5 n/a 5/5 n/aPatrick Langlois 5/5 2/2 5/5 5/5 n/a n/aDr Jeffrey Leiden 5/5 2/2 n/a 5/5 5/5 5/5Kate Nealon (5) 5/5 1/2 5/5 5/5 n/a n/aDavid Stout 1/1 n/a n/a n/a n/a n/aFormer DirectorsDavid Mott (5) 4/4 1/2 5/5 n/a n/a n/aDr Barry Price (3) (5) 4/5 1/2 n/a n/a 4/4 3/5Dr Michael Rosenblatt (4) 4/5 2/2 n/a 1/1 1/1 5/5(1) X/y where ‘x’ is the number of meetings attended and ‘y’ is the number of meetings that could have been attended. For example 2/4 indicates two meetings attended out of a possible four.(2) Matthew Emmens did not attend one ad hoc meeting due to a conflict of interest.(3) Dr Price was unable to attend one scheduled board meeting and one scheduled Science & Technology Committee meeting due to personal reasons and due to prior commitments he wasunable to attend an additional Science & Technology Committee meeting.(4) Dr Rosenblatt was unable to attend one board meeting due to a conflict with a prior commitment.(5) Due to prior commitments a number of Directors were unable to attend one ad hoc board meeting.The Chairman and the Non-Executive Directors met four times during the year without the Executive Directors being present.Supply of informationThe Executive Directors and the Company Secretary are responsible for ensuring that detailed information is provided to Board members in advanceof any scheduled or ad hoc Board meeting. Before decisions are made, consideration is given to the adequacy of information available to the Boardand, if necessary, decisions are deferred if further information is required.Appointment and re-election of DirectorsThe Board has authority to appoint any person to be a Director to either fill a vacancy or as an addition to the existing Board. Any Director so appointedmust retire and offer himself for election at the next AGM.Non-Executive Directors are appointed by the Board ordinarily for a term of two years. At the expiration of the two year term Non-Executive Directorsare not required to be re-elected by shareholders (unless the expiration of the term coincides with a particular Non-Executive Directors turn to retireby rotation), but may be re-appointed by the Board. Non-Executive Directors who have served on the Board for nine years or more are appointedby the Board for one year terms and, in accordance with the Combined Code, are subject to annual re-election by shareholders.No Director serves for more than three years without retiring and offering himself for re-election by shareholders.The terms of appointment of each of the Non-Executive Directors and the service contracts of the Executive Directors are made available for inspectionat the Company’s AGM.Board performance evaluationThe Company engaged an independent external consultant to conduct the Board effectiveness evaluation review in 2009.The Board consideredthe timing of the review to be appropriate, given that Mr Emmens and Mr Russell have been respectively Chairman and Chief Executive Officer of theCompany since June 2008. To ensure that the review was as effective as possible the comments made by Board members were non-attributable.Each Board member completed a confidential questionnaire and then met individually in person with the external consultant. The external consultantalso attended Board and Committee meetings as an observer to review the culture and Board dynamics. The review was broad ranging and includedconsideration of the quality of briefings received from management, whether the Board’s time was well managed and whether sufficient time wasreserved for the key issues facing the Company, the quality of discussion at meetings, the effectiveness of the Chairman, how well the BoardCommittee’s are functioning, views on individual contributions from Board members and the overall composition of the Board. As part of the reviewthe Board considered the transition of Mr Emmens to Chairman and Mr Russell to CEO and it concluded that the transitions had been very successful.The Board also considered whether the Chairman and other members of the Board were able to devote sufficient time to their roles given their othercommitments. The Board concluded that Mr Emmens and the other members of the Board had been able to do so. Each Board member receiveda report aggregating the responses and findings from the review. The Board dedicated a meeting, facilitated by the external consultant, to review anddiscuss the findings of the evaluation.
Shire plc Annual Report and Accounts 200941Committees of the BoardThe Board has established the Audit, Compliance & Risk Committee, the Remuneration Committee, the Nomination Committee, the Science &Technology Committee and the recently formed Investment Committee (together ‘the Committees’). Each Committee has written terms of referencewhich have been approved by the Board, with the exception of the Investment Committee whose terms of reference will be tabled for approval at theBoard meeting scheduled for April 2010. The terms of reference of the Committees are available on Shire’s website www.shire.com. Details of eachCommittee are set out below.1 Audit, Compliance & Risk CommitteeThe Audit, Compliance & Risk Committee (the ‘ACR Committee’) has been established for the purpose of overseeing the accounting and financialreporting processes of the Group, the audit of its financial statements and the effectiveness of the Group’s risk management and internal controlframework. It meets at least five times a year. The members of the ACR Committee are all Independent Non-Executive Directors. For furtherinformation about the ACR Committee, its membership and activities for the year ended December 31, 2009, please refer to the ACR Committeereport on pages 46 and 47.2 Remuneration CommitteeThe Remuneration Committee is responsible for developing, reviewing and overseeing the implementation of the Company’s compensation andbenefits policy. The remuneration of the Executive Directors and the Chairman is determined by the Remuneration Committee. The remuneration of theNon-Executive Directors is determined by the Chairman and the Executive Directors. The remuneration of the members of the Leadership Team, otherthan the Executive Directors, is determined by the Chief Executive Officer following discussion with the Remuneration Committee. The members of theRemuneration Committee are all Independent Non-Executive Directors.The Remuneration Committee met on five occasions in 2009. For further information about the Remuneration Committee, its membership andactivities for the year ended December 31, 2009, refer to the Directors’ remuneration report on pages 48 to 61.3 Nomination CommitteeThe Nomination Committee is responsible for identifying and nominating, for the approval of the Board, candidates for the Board. The NominationCommittee also ensures adequate succession planning for the Board. The Nomination Committee met five times in 2009.The Nomination Committee retains the services of executive search consultants to assist it in the discharge of its responsibilities, as it considersnecessary.For further information about the Nomination Committee, its membership and activities for the year ended December 31, 2009 please refer to theNomination Committee report on page 45.4 Science & Technology CommitteeThe Science & Technology Committee is responsible for periodically reviewing and advising the Board on Shire’s strategic direction and investmentin research, development and technology. The Science & Technology Committee met five times in 2009.5 Investment CommitteeThe Investment Committee is responsible for managing the Group’s equity investments. The Investment Committee was established in the latter partof 2009 and met once in 2009.Leadership TeamThe Board has delegated the day-to-day management of Shire to the Leadership Team, which operates within clear and formal parameters. TheLeadership Team reports to and seeks guidance from the Board on a regular basis and normally meets once a month to deliberate on major businessissues. It also considers those matters that are of a size and significance as to require referral to the Board before such matters are referred to theBoard for final consideration and decision.During 2009 the Leadership Team met eleven times. At December 31, 2009 the Leadership Team comprised Mr Angus Russell (Chief Executive Officer)who chaired the Leadership Team, Mr Graham Hetherington (Chief Financial Officer), Mr Mike Cola (President of Specialty Pharmaceuticals), Ms SylvieGrégoire (President of Human Genetic Therapies), Ms Barbara Deptula (Chief Corporate Development Officer), Mrs Anita Graham (Chief AdministrativeOfficer) and Ms Tatjana May (General Counsel).Directors’ remunerationThe Group’s remuneration policy is described in the Directors’ remuneration report on pages 48 to 61. The report details the level of remunerationfor Directors and the basis upon which executive remuneration is determined.Relations with shareholdersThe Group is committed to maintaining constructive relationships with shareholders.The Group announces its financial results quarterly. The Chief Executive Officer and Chief Financial Officer give presentations on the results each quarterby teleconference for institutional investors, analysts and the media. As the Company has securities listed on the NASDAQ Global Select Market inthe US, Shire also files quarterly reports on Form 10-Q and an Annual Report on Form 10-K with the US Securities and Exchange Commission (‘SEC’).
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7817 Annual Report 2009.qxd - Shire

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