AstraZeneca Annual Report and Form 20-F Information 2008

Nomination and governance committee

The Nomination and Governance Committee’s core remit continues to be (after appropriate consultation with the Chairman and the Chief Executive Officer) to recommend to the Board any new appointments of Directors. Any decisions relating to the appointment of a Director are made by the entire Board. Following a change to its remit during 2008, the Nomination and Governance Committee also advises the Board periodically on significant developments in corporate governance and the Company’s compliance with the UK Combined Code on Corporate Governance. Consequently, the Committee was re-named the Nomination and Governance Committee.

The members of the Nomination and Governance Committee during 2008 were Louis Schweitzer (Nomination and Governance Committee Chairman), Håkan Mogren, Jane Henney, Michele Hooper and John Varley. They are all Non-Executive Directors. With the exception of Håkan Mogren (for the reasons explained in the Principal UK and US Governance Requirements section), the Board considers them all to be independent (Louis Schweitzer was considered independent upon his appointment as Chairman to the Board; in accordance with the UK Combined Code on Corporate Governance, the test of independence is not appropriate in relation to the Chairman after his appointment). The Company Secretary acts as secretary to this Committee.

The Nomination and Governance Committee formally met three times in 2008. Each member attended all of the formal meetings except for Håkan Mogren due to a conflicting appointment. The principal tasks in relation to nomination matters in 2008 related to the appointments of Jean-Philippe Courtois and Rudy Markham to the Board. These appointments further strengthened the Board in terms of significant experience of sales and product marketing in an organisation with global reach, and in-depth financial experience and expertise with international companies. A leading external search consultancy was used for the appointments of both Non-Executive Directors to ensure that the Company had access to candidates with the appropriate set of skills and competencies. In addition to considering these new appointments to the Board, the Nomination and Governance Committee also reviewed the knowledge, experience and balance of the Board overall and considered its likely future requirements given the strategic and business objectives of the Company.

The Nomination and Governance Committee’s remit is available on the Company’s website, astrazeneca.com.

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