Pfizer - Corporate governance

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Pfizer Presentation By Group 4

Transcript of Pfizer - Corporate governance

PfizerPresentation By Group 4

PRESENTERS

PRAJAKTA JOSEPH 136

PRATHAMESH GAWANE 137

SNEHA DUBEY 138

PRASHANSA MISHRA 139

RUTUJA MULVEPARAB 140

About Pfizer

Pfizer, Inc. is an American multinational pharmaceutical corporation headquartered in New York City, and with its research headquarters in Groton, Connecticut, United States.

It is one of the world's largest pharmaceutical companies by revenues.

Provide access to safe, effective and affordable medicines and related health care services to the people who need them.

Leading portfolio of products and medicines that support wellness and prevention, as well as treatment and cures for diseases across a broad range of therapeutic areas

Industry-leading pipeline of promising new products that have the potential to challenge some of the most feared diseases of our time, like Alzheimer's disease and cancer.

Mission Statement We will become the

world's most valued company to patients, customers, colleagues, investors , business partners, and the communities where we work and live.

Vision Statement Pfizer will strive to

achieve and sustain its leading place as the world's premier research-based pharmaceutical company. The company's continuing success benefits patients, customers , shareholders, business partners, families and the communities in which they operate all around the world. Pfizer's mission is to become the world's most valued company to all of these people.

Pfizer Board of Directors

Dennis A. Ausiello M.D.

Our Director since 2006. Chair of our Science and Technology Committee and member of our Audit Committee, our Corporate Governance Committee, and our Regulatory and Compliance Committee.

W. Don Cornwell 

Our Director since 1997. Chair of our Audit Committee and member of our Compensation Committee, our Regulatory and Compliance Committee and our Science and Technology Committee.

Frances D. Fergusson Ph.D.

Our Director since 2009. Chair of our Regulatory and Compliance Committee and a member of our Compensation Committee and our Science and Technology Committee.

Helen H. Hobbs M.D.

Our Director since 2011. Member of our Corporate Governance Committee and our Science and Technology Committee.

Constance J. Horner 

Our Director since 1993 and Lead Independent Director from 2007 until December 2010. Member of our Corporate Governance Committee, our Regulatory and Compliance Committee and our Science and Technology Committee.

James M. Kilts 

Our Director since 2007. Chair of our Compensation Committee and member of our Science and Technology Committee.

Pfizer Board of DirectorsGeorge A. Lorch 

Our Director since 2000 and Chairman of the Board from December 2010 to December 2011. Lead Independent Director since December 2011.

Shantanu Narayen

Our Director since 2013. Member of our Corporate Governance Committee and our Science and Technology Committee.

Suzanne Nora Johnson 

Our Director since 2007. Member of our Audit Committee, our Compensation Committee and our Science and Technology Committee.

Ian C. Read Chairman of the Board and Chief Executive Officer

Our Director since December 2010.Stephen W. Sanger 

Our Director since 2009. Chair of our Corporate Governance Committee and a member of our Audit Committee and our Science and Technology Committee.

James C. Smith 

Our Director since 2014. Member of our Corporate Governance Committee and our Science and Technology Committee.

Marc Tessier- Lavigne Ph.D.

Our Director since 2011. Member of our Regulatory and Compliance Committee and our Science and Technology Committee.

Senior management

Ian C. ReadChairman of the Board and Chief Executive Officer

Albert BourlaGroup President of Vaccines, Oncology and Consumer Healthcare

Frank D'AmelioExecutive Vice President, Business Operations and Chief Financial Officer

Mikael Dolsten, M.D., Ph.D.President, Worldwide Research & Development 

Geno GermanoGroup President, Global Innovative Pharma Business

Chuck HillExecutive Vice President, Worldwide Human Resources

Rady JohnsonExecutive Vice President, Chief Compliance and Risk Officer

Doug LanklerExecutive Vice President, General Counsel

Freda C. Lewis-Hall, M.D., DFAPAChief Medical Officer and Executive Vice President

Anthony J. MaddalunaExecutive Vice President / President, Pfizer Global Supply

Laurie J. OlsonExecutive Vice President, Strategy, Portfolio and Commercial Operations

Sally SusmanExecutive Vice President, Corporate Affairs

John YoungGroup President, Global Established Pharma Business

CORPORATE GOVERNANCE PRINCIPLES OF PFIZER

The Pfizer Board understands and acts on the fundamental principle that good corporate governance is critical to organizational success and the protection of shareholder value.  In 1994, the Pfizer Board took the unprecedented step of creating a corporate governance committee of the Board.  The first act of the Committee was to issue a new set of principles to govern the operation of the Board and its Committees.

In keeping with the Board's forward thinking and accountability to shareholders, these Principles were published in Pfizer's proxy statement almost a decade ago, well before NYSE mandated guidelines in 2003.  The Principles are a living document, reviewed at least annually and updated periodically in response to changing regulatory requirements, evolving best practices and concerns of our shareholder and all stakeholders.

Committees

Pfizer Board Committees & Charters

The Pfizer Board maintains the following committees to assist it in discharging its oversight responsibilities:

The Audit Committee

The Corporate Governance Committee

The Compensation Committee

The Regulatory and Compliance Committee

The Science & Technology Committee

The Executive Committee

AUDIT COMMITTEE

 The Audit Committee meets at least six times a year, including periodic meetings held separately with management, the internal auditor and the independent auditor.

Audit Committee represents and assists the Pfizer Board with the oversight of the integrity of the Company's financial statements and internal controls, the Company´s compliance with legal and regulatory requirements

CORPORATE GOVERNANCE COMMITTEE

Under the terms of its Charter, the Corporate Governance Committee is responsible for considering and making recommendations to the Board concerning the appropriate size, function and needs of the Board.

COMPENSATION COMMITTEE

Under the terms of its Charter, the Compensation Committee is directly responsible for establishing annual and long-term performance goals and objectives for our elected officers.

REGULATORY AND COMPLIANCE COMMITTEE

Under the terms of its Charter, the Regulatory and Compliance Committee is primarily responsible for overseeing and reviewing the Company's health care law compliance programs

The status of compliance with laws, regulations and internal procedures applicable to pharmaceutical sales and marketing activities.

Science and Technology Committee

Established in 2003. This Committee is responsible for periodically

examining management’s direction and investment in the Company’s pharmaceutical Research & Development as well as in its technology initiatives.

Executive Committee

Board Policies

Pfizer Board Policies:

1.Lead Independent Director Charter:

If the offices of Chairman of the Board and Chief Executive Officer are held by the same person, the independent members of the Board of Directors will annually elect an independent Director to serve in a lead capacity (the Lead Independent Director).

His or her service on outside boards is taken into consideration, among other factors, due to the demands required of the role. The Lead Independent Director is generally expected to serve for more than one year

The Lead Independent Director coordinates the activities of the other non-management Directors, and performs such other duties and responsibilities as the Board of Directors may determine.

1.The specific responsibilities of the Lead Independent Director are as follows:

Presides at Executive Sessions/Committee Meetings

Calls Meetings of Independent Directors

Leads Annual Evaluation of Chairman and CEO

Functions as Liaison with the Chairman and CEO

Approves appropriate provision of information to the Board such as board meeting agendas and schedules

Authorizes Retention of Outside Advisors and Consultants

Shareholder Communication

2.Code of Business Conduct and Ethics for Members of the Board of Directors CONFLICT OF INTEREST:

1. Relationship of Company with third parties.

2. Compensation from non-Company sources.

3. Gifts.

4. Protection and proper use of Company assets.

CORPORATE OPPORTUNITIES (Directors are prohibited from)

1. (Taking for themselves personally or companies with which they are affiliated opportunities that are discovered through the use of Company property, Company assets, Company information or their position as a director;

2. Using the Company’s property or information or their position as a director for personal gain; or

3. Competing with the Company for business opportunities. However, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may then do so.

2.Code of Business Conduct and Ethics for Members of the Board of Directors CONFIDENTIALITY COMPLIANCE WITH LAWS, RULES AND

REGULATIONS; FAIR DEALING ENCOURAGING THE REPORTING OF ANY ILLEGAL OR

UNETHICAL BEHAVIOR COMPLIANCE STANDARDS WAIVER OF CODE OF BUSINESS CONDUCT AND

ETHICS

3.Board Policy on Pension Benefits for Executives In December 2005, the Pfizer Board approved the adoption of a

policy relating to the payment of pension benefits for senior executives.

Pfizer Board Policy on Pension Benefits for Executives

The Board will seek shareholder approval prior to the payment to any senior executive from the Company's defined benefit pension plans if his or her benefit, computed as a single life annuity, will exceed 100% of the senior executive's final average salary, as calculated at the discretion of the Company's Compensation Committee. This policy will apply prospectively, for all benefit accruals after January 1, 2006. For purposes of this policy, "final average salary" means the average of the highest five calendar years' earnings, where earnings includes salary earned during the year and annual cash incentives (or bonus) earned for the year.

4.Related Persons Transactions

This policy applies to any transaction or series of transactions in which Pfizer Inc. and/or one or more of its subsidiaries is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest (a “Related Person Transaction” or “Transaction”).

It is the responsibility of the Corporate Governance Committee to administer this policy.

Company management will be responsible for determining whether a transaction is a Related Person Transaction requiring review under this policy, including whether the Related Person has a material interest, based on a review of all facts and circumstances

5.Criteria for Selection of a Compensation Committee Consultant Degree of independence

Familiarity with the business environment

References from current clients where the consultant acts in an advisory role similar to the role desired by the Pfizer Compensation Committee

Expertise

No Conflict of interest

6.Pfizer Board Policy: Prohibition of Pledging of Pfizer Stock

In 2013, the Pfizer Board adopted a policy prohibiting Board members and elected officers of the Company from pledging Pfizer stock.

No Pledging Policy

Members of the Board and elected officers of the Company (and others, including family members, whose Pfizer securities they are deemed to beneficially own) are prohibited from holding Pfizer securities in a margin account and from maintaining or entering into any arrangement that, directly or indirectly, involves the pledge of Pfizer securities or other use of Pfizer securities as collateral for a loan.

7.Quality Policy Pfizer is committed to the delivery of safe and effective products to patients and

consumers, a fundamental element of our Company’s Purpose and Mission.

As part of Pfizer’s commitment to Quality:

1. Pfizer’s business is conducted in compliance with applicable quality regulations, codes and standards;

2. Division leaders are accountable to ensure procedures are in place that adequately define the expectations for work that supports, or directly affects, product quality, product registration and/or data that supports product quality and patient or consumer safety;

3. All Colleagues and Contingent Workers have the appropriate education, training, skills and experience to carry out their work competently, in accordance with applicable regulations and Pfizer policies and procedures;

4. Records, documentation and data are managed in accordance with applicable regulations. Processes for escalating issues to ensure product integrity and patient and consumer safety are in place and consistently used; and

5. There is effective oversight of any third party carrying out work on behalf of Pfizer.

Corporate Social Responsibility

U.S. Patient Assistance Programs

Access to medicines is a cornerstone of Pfizer's commitment to health care. For more than 25 years, Pfizer has offered an array of prescription assistance programs to help eligible patients get access to their Pfizer medicines.

Today, this assistance is provided through Pfizer RxPathways

In the last five years (2009-2013), Pfizer has helped over 3 million uninsured and underinsured patients get access to more than 37 million Pfizer prescriptions, valued at more than $7.3 billion

Pfizer also provides charitable donations to independent non-profit charitable organizations which support eligible patients who require help paying their out-of-pocket expenses, including co-pays or co-insurance. In 2013, Pfizer donated $7.1 million to co-pay foundations dedicated to helping patients obtain the life-saving medicines they need.

CONCLUSION

Corporate governance is a system of rules, practices and processes by which a company is directed and controlled. It essentially involves balancing the interests of the many stakeholders in a company - these include its shareholders, management, customers, suppliers, financiers, government and the community.

THANK YOU