An independent board provides vigilant oversight over company executives to mitigate managerial opportunism and promote shareholder value.

As detailed in the Nominating and Governance Committee charter, board independence is an important consideration for potential new Board members.

To determine independence, the board applied the standards listed below.

No director qualifies as "independent" unless he or she has no material relationship with Actelion or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Actelion or any of its subsidiaries)other than the director’s board membership. All relevant facts and circumstances, including the following standards, are being considered:

  • A director is not independent if the director is, or has been within the last three years, an employee of Actelion or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of Actelion or its subsidiaries.
  • A director is not independent if the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than CHF 120,000 in direct compensation from Actelion or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than amounts received by an immediate family member for service as an employee (other than an executive officer).
  • A director is not independent if (A) the director or an immediate family member is a current partner or director of a firm that is Actelion's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on Actelion's or its subsidiaries audit; or (D) the director or an immediate family member was within the last three years a partner, director or employee of such a firm and personally worked on Actelion or its subsidiaries' audit within that time.
  • A director is not independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of Actelion or its subsidiaries at the same time serves or served on that company's compensation committee.
  • A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company, institution or organization that has made payments to, or received payments from, Actelion or its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of CHF 1 million, or 2% of such other company's consolidated gross revenues.
 

Clinical Trial Supply Coordinator, Technical operations 

 

"At Actelion people are really empowered."