3. 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.
4. 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.
5. 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.
6. Pfizer Board of Directors
George 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.
7. Senior management
Ian C. Read
Chairman of the Board and
Chief Executive Officer
Albert Bourla
Group President of Vaccines,
Oncology and Consumer
Healthcare
Frank D'Amelio
Executive Vice President,
Business Operations and
Chief Financial Officer
Mikael Dolsten, M.D.,
Ph.D.
President, Worldwide
Research & Development
Geno Germano
Group President, Global
Innovative Pharma
Business
Chuck Hill
Executive Vice President,
Worldwide Human Resources
Rady Johnson
Executive Vice President,
Chief Compliance and Risk
Officer
Doug Lankler
Executive Vice
President, General
Counsel
Freda C. Lewis-Hall,
M.D., DFAPA
Chief Medical Officer and
Executive Vice President
Anthony J. Maddaluna
Executive Vice President /
President, Pfizer Global
Supply
Laurie J. Olson
Executive Vice President,
Strategy, Portfolio and
Commercial Operations
Sally Susman
Executive Vice
President, Corporate
Affairs
John Young
Group President, Global
Established Pharma Business
8. 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.
10. 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
11. 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
12. 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.
13. 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.
14. 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.
15. 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.
18. 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.
19. 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
20. 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.
21. 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
22. 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.
23. 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
24. 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
25. 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.
26. 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.
27. 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.
28. 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.