In accordance with good Corporate Governance standards, the Board of Directors is organized into three sub-committees, with membership determined according to expertise.

ALLOCATION OF TASKS WITHIN THE BOARD OF DIRECTORS

The Board of Directors has adopted the By-Laws (including Charters for the Compensation Committee, the Finance and Audit Committee, and the Nominating and Governance Committee) which define the essential roles and responsibilities of the Board of Directors, the Chairman, the CEO and Executive Committee, and the standing Committees of the Board.

The allocation of tasks within the Board of Directors is determined annually by the Board, following the General Meeting, in accordance with the By-Laws, which are available online at: www.actelion.com/policies-and-charters.

Jean-Pierre Garnier: Chairman

Compensation Committee Finance and Audit Committee  Nominating and Governance Committee 
John Greisch (Chairman)  Michael Jacobi (Chairman)  David Stout (Chairman) 
Jean-Pierre Garnier  Juhani Anttila  Jean-Pierre Garnier 
Herna Verhagen Robert Bertolini  Peter Gruss 
  Jean Malo  John Greisch 
  David Stout  

TASKS AND AREA OF RESPONSIBILITY OF EACH COMMITTEE

 

The Compensation Committee supports the Board of Directors in reviewing and establishing the Company’s compensation strategy and policy. It also monitors Board and Executive compensation to ensure that it remains competitive within the applicable law and company compensation schemes. Within this framework, the Committee is responsible for defining the Group’s compensation strategy, designing compensation plans, making proposals for the compensation of members of the Board and the CEO, and approving the compensation of the latter’s direct reports.

The Committee has appointed New Bridge Street as its independent external advisors to provide guidance on compensation practices and benchmarking.

Board compensation

The Compensation Committee makes proposals for the compensation of the Company’s Non-Executive Directors (NEDs). These recommendations are based on benchmarking and market practice within Actelion’s peer group – with the relevant data being updated at least every three years by an independent external advisor – and they must be approved by the Board of Directors.

Detailed information is provided in the Compensation Report, page 13.

Executive compensation

The CEO’s compensation is approved by the Board of Directors based on the proposal of the Compensation Committee. This, in turn, is based on market data within Actelion’s peer group and performance against predetermined targets during the relevant year. The CEO is not present when any decisions are taken regarding his compensation package.

The compensation of the CEO’s direct reports is approved by the Compensation Committee based on the CEO’s recommendations. These, in turn, are based on market data within Actelion’s peer group and performance against predetermined targets during the relevant year. Targets used to determine payout levels for variable compensation elements such as short-term incentives (STIs) and long-term incentives (LTIs) are approved by the Compensation Committee on an annual basis, prior to the start of the year in which performance is measured.

Detailed information is provided in the Compensation Report, pages 15–21.

In 2016, the Compensation Committee met four times in person. Each meeting took on average three hours.

The Chairman at his discretion can invite any person to attend the meetings.

The Finance and Audit Committee assists the Board in the oversight of the integrity of the financial statements of the Company, the qualifications and independence of the External Auditor (EA), the performance of the Company’s Internal Audit (IA) function, and the Company’s policies and practices with respect to major financial risk exposures.

The Finance and Audit Committee is directly responsible for compensation and oversight of the work of the EA, including: (1) having the authority (subject to shareholder approval) to appoint or replace the EA; (2) approving the compensation of the EA; (3) reviewing the audit scope and audit plan of the EA; (4) reviewing the scope and plan for the EA’s audit of the company’s internal controls over financial reporting; (5) obtaining and reviewing, at least annually, a report from the EA which describes the Company’s internal compliance procedures, the annual inspection of the Company by the Public Company Accounting Oversight Board (PCAOB), or other quality reviews of the EA; and (6) pre‑approving all permitted non-audit services to be performed by the EA, and establishing policies and procedures for the engagement of the EA to provide permitted audit and non-audit services.

The Finance and Audit Committee also oversees the company’s IA function, including: (1) reviewing and approving the internal audit plan, including the plan for testing of internal controls over financial reporting; (2) reviewing significant reports to management prepared by IA (and management’s responses); (3) reviewing the results of the internal controls testing, including any significant deficiencies or material weaknesses identified in the testing (and management’s responses); and (4) discussing the responsibilities, budget and staffing of the IA function.

The Finance and Audit Committee further performs the following tasks related to financial reporting: (1) reviewing key accounting policies, significant accounting estimates and significant related-party transactions, and recommending changes in key accounting policies to the Board of Directors; (2) monitoring the financial reporting process, reviewing the adequacy and effectiveness of the systems of internal controls over financial reporting (including deficiencies and significant changes in internal controls reported to the Finance and Audit Committee) and approving significant changes therein; (3) monitoring the effectiveness of the risk management systems in relation to financial reporting; (4) reviewing, with management and the EA, the annual and quarterly financial results; and (5) reviewing earnings press releases and earnings guidance.

Moreover, the Finance and Audit Committee oversees in material respects the Company’s compliance with applicable financial and securities laws and supervises procedures implemented to ensure compliance with these laws.

The Finance and Audit Committee reports to the full Board of Directors at regular intervals and submits proposals for Board resolutions, if necessary. In 2016, the Finance and Audit Committee met four times in person and held four additional telephone conferences. Each physical meeting took on average four hours.

The Chairman at his discretion can invite any person to attend the meetings.

The Nominating and Governance Committee reviews considerations relating to Board composition, including size of the Board and criteria for membership of the Board of Directors; it identifies, reviews, considers and recommends to the Board qualified candidates to serve as Board members and members of the various Committees of the Board. It further reviews directorships and consulting agreements of Board members for conflicts of interest. In addition, this Committee reviews and recommends Corporate Governance policies and principles for the Company, reviews compliance issues, provides support for Corporate Sustainability projects, oversees an evaluation of the Board of Directors, maintains an orientation program for new Board members and an ongoing education program for existing Board members, and makes related recommendations to the Board. Moreover, the Committee makes such recommendations to the Board of Directors as it may consider appropriate and consistent with its purpose, and takes such other actions and performs such services as may be referred to it from time to time by the Board of Directors, including the engagement of any outside advisor it may deem necessary or appropriate, at the Company’s expense. In 2016, the Nominating and Governance Committee met four times in person. Each meeting took approximately one hour.

The Chairman at his discretion can invite any person to attend the meetings.

Senior Lab Head, Pharmacology &Preclinical Development 

 

"I enjoy working for Actelion because of the culture of communication that provides the basis for creative scientific research."