AstraZeneca Annual Report and Form 20-F Information 2008

Board matters

As part of the business of each meeting of the Board, the Chief Executive Officer typically submits a report on progress of each key area of the business and detailing progress against the goals the Board has approved and their activities. The Board also receives accounting and other management information for the assessment of the Company’s resources, presentations from internal and external speakers on legal, governance and regulatory developments and external perspectives.

The Company Secretary is responsible to the Chairman for ensuring that all Board and Board committee meetings are properly conducted, that the Directors receive appropriate information prior to meetings to enable them to make an effective contribution, and that governance requirements are considered and implemented.

The Board held six scheduled and two other meetings in 2008. All of the Board meetings were held in London or by telephone.

BOARD MEETING ATTENDANCE

Name	Number of meetings attended/ (number of meetings Director was eligible to attend in 2008)
Bo Angelin	8(8)
David Brennan	8(8)
John Buchanan	7(8)
Jean-Philippe Courtois1	6(7)
Jane Henney	7(8)
Michele Hooper	8(8)
Simon Lowth	8(8)
Rudy Markham2	3(3)
Håkan Mogren	5(8)
John Patterson3	8(8)
Nancy Rothwell	6(8)
Louis Schweitzer	8(8)
John Varley	6(8)
Marcus Wallenberg	7(8)

¹Jean-Philippe Courtois was appointed on 18 February 2008 in accordance with the Company’s Articles of Association.

²Rudy Markham was appointed on 12 September 2008 in accordance with the Company’s Articles of Association.

³John Patterson will retire on 31 March 2009.

Given the nature of the business to be conducted, some Board meetings are convened at short notice, which occasionally makes it difficult for some Directors to attend due to prior commitments. In such circumstances, the meeting will proceed as scheduled provided it is quorate. The briefing papers will still be sent to the absent Directors who will typically give their comments and feedback on the business to be discussed at the meeting to the Chairman, to be raised at the meeting.

The Board is currently scheduled to meet six times in 2009, and will meet at such other times as may be required to conduct business.

The Nomination and Governance Committee (formerly the Nomination Committee) recommends the appointment of new Directors to the Board by an established procedure. Appointments are based on the merits of the candidates and the relevance of their background and experience, measured against objective criteria, with care taken to ensure that appointees have enough time to devote to the job. Further details of the type of criteria used to select candidates are set out in the Nomination and Governance Committee section.

In accordance with the Company’s Articles of Association (Articles), all Directors retire at each Annual General Meeting (AGM) and may offer themselves for re-election by shareholders (see below for more details). The Board reviews annually the status of succession to senior positions, including those at Board level, and ensures it has regular contact with, and access to, succession candidates.

During 2008:

• Jean-Philippe Courtois and Rudy Markham were appointed as Non-Executive Directors on 18 February 2008 and 12 September 2008 respectively, in accordance with Article 70 of the Articles.
• On 4 November 2008, the Company announced that John Patterson will retire from the Board on 31 March 2009.

Newly appointed Directors are provided with comprehensive documentation, setting out their obligations and duties as Directors. They also typically attend tailored induction programmes that take account of their individual skills and experience. To develop an understanding of the major shareholders’ views about the Company, the Non-Executive Directors (together with the rest of the Board) regularly receive reports and presentations from the Company’s brokers and meet with senior managers throughout the year. Moreover the Directors actively encourage shareholders to attend the AGM and ask questions.

In accordance with Article 65 of the Articles, all of the Directors will retire at the AGM in April 2009. The Notice of AGM will give details of those Directors presenting themselves for election or re-election at the AGM.

The Company maintained directors’ and officers’ liability insurance cover throughout 2008. The Directors are also able to obtain independent legal advice at the expense of the Company, as necessary in their capacity as Directors.

The Company has entered into a deed of indemnity in favour of each Board member since 2006. These deeds of indemnity are still in force and provide that the Company shall indemnify the Directors to the fullest extent permitted by law and the Articles, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of the Company or any of its subsidiaries. This is in line with current market practice and helps the Company attract and retain high-quality skilled Directors.

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