AstraZeneca Annual Report and Form 20-F Information 2008

Remuneration Committee membership and meetings

The members of the Remuneration Committee are John Varley (Chairman of the Committee), John Buchanan, Louis Schweitzer and Nancy Rothwell. They are all Non-Executive Directors. The Board considers them all to be independent (Louis Schweitzer was considered independent upon his appointment as Chairman of 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 independence of the Non-Executive Directors is discussed in more detail in the Directors’ Report. The Company Secretary acts as the secretary to the Remuneration Committee.

The Remuneration Committee met seven times in 2008. Each meeting was attended by all of its members, except that other commitments prevented John Buchanan from attending the meetings on 30 January 2008, 18 March 2008 and 10 December 2008. Nancy Rothwell was also unable to attend the meeting on 18 March 2008. Other commitments prevented Louis Schweitzer from attending the meeting on 10 December 2008.

At the request of the Remuneration Committee, the Chief Executive Officer and certain senior managers were invited to attend meetings of the Remuneration Committee throughout the year. Accordingly, the following attended meetings of the Remuneration Committee in 2008, except where their own remuneration was being discussed: David Brennan (Chief Executive Officer); Lynn Tetrault (Executive Vice-President, Human Resources and Corporate Affairs); and Simon Appleby (Vice-President, Performance and Reward). These individuals provided advice and services that materially assisted the Remuneration Committee during the year. In so doing, they drew on various sources of data concerning directors’ and executives’ salaries, bonus levels and other incentives including general pharmaceutical industry reports and surveys, as well as surveys specifically carried out for the Company, such as those prepared by Towers Perrin.

During 2008, Carol Arrowsmith of Deloitte LLP (Deloitte) was retained by the Remuneration Committee to provide it with independent advice on all matters being considered by it. Deloitte also provided taxation advice and other non-audit services to the Company.

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