Operation of the Board
The Board is responsible for the Group's corporate governance, sets the Group's strategy and policies, has overall responsibility for the oversight of risk and also monitors progress towards meeting its objectives and annual plans. The Board discharges these responsibilities through a programme of meetings that includes a formal, annual strategy review. The Board also assesses whether or not and to what extent its obligations to the Company's shareholders and others are understood and met. This includes regular reviews of the Group's financial performance and critical business issues.
In the view of the Board, at least half of the Board are, for the purposes of the Combined Code and the corporate governance listing standards of the NYSE (Listing Standards), independent Non-Executive Directors.
Prior to the publication of this Annual Report, the Board conducted the annual evaluation of its own performance and that of its committees. This was carried out internally, using a series of web-based questionnaires that covered a range of topics, including the nature and level of the Board's interaction with the Group's management; the quality, quantity and scope of information which flows to the Board from management, and the way in which it flows; the content of and presentations to Board meetings; the composition of the Board; the practical arrangements for the work of the Board; and the work and operation of the Board's committees. Overall, it was concluded that the Board and its committees were operating in an effective and constructive manner.
As part of the assessment process, each Non-Executive Director received feedback about his or her individual performance. The Non-Executive Directors reviewed the performance of the CEO and CFO in their absence. In addition, the Board, under the chairmanship of the senior independent Non-Executive Director, reviewed the performance of the Chairman in his absence. Each Director continues to perform effectively and demonstrate commitment to the role.
Board matters
As part of the business of each meeting of the Board, the CEO typically submits a progress report on each key business area, giving details of progress against the goals the Board has approved and their activities. To ensure that the Board has good visibility of the key operating decisions of the business, members of the SET routinely attend Board meetings on a rotational basis and the Board regularly meets and consults other senior employees throughout the year. The Board also receives accounting and other management information about the Group's resources, presentations from internal and external speakers on legal, governance and regulatory developments and external perspectives. At the end of Board meetings, the Non-Executive Directors usually meet without the Executive Directors present, to review and discuss any matters that have arisen during the meeting and/or such other matters as may appear to the Non-Executive Directors to be relevant in properly discharging their duty to act independently.
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 ad hoc meetings in 2009. It also held a strategy review day, which was attended by all the SET members. With the exception of the September Board meeting and the strategy day, which were held in Södertälje, Sweden, all of the meetings were held in London, UK or by telephone. The Board is currently scheduled to meet six times and hold a strategy review day in 2010, and will meet at such other times as may be required to conduct business.
On those occasions when a Board or Board Committee member was unavoidably absent from a meeting, for example through illness or where a meeting clashed with his/her existing commitments, he/she still received and reviewed the papers for the meeting and provided verbal or written input ahead of the meeting, typically through the Chairman of the Board or the Chairman of the Board Committee, so that his/her views were made known and considered at the meeting.
In addition, given the nature of the business to be conducted, some Board meetings were convened at short notice, which made it difficult for some Directors to attend due to prior commitments.
As well as their work in relation to formal Board and Board Committee meetings, the Non-Executive Directors also continued to commit time throughout the year to meetings and telephone calls with various levels of executive management, visits to AstraZeneca's sites throughout the world and, for new Non-Executive Directors, induction sessions, meetings and site visits. In 2009, for example, various Non-Executive Directors made individual visits to AstraZeneca's sites in the UK, Sweden, the US, Canada, China, Japan and Vietnam.
In January 2010, on his appointment as Non-Executive Chairman of Volvo AB, the Chairman consulted the Company and considered this new commitment against his ability to continue to commit sufficient time to the Company; it is not anticipated that his availability for the Company will be reduced.
Board and Committee meeting attendance in 2009
| Number of meetings attended/(number of meetings Director was eligible to attend in 2009) | ||||
|---|---|---|---|---|
| Name | Board | Audit Committee | Remuneration Committee | Nomination and Governance Committee |
| Bo Angelin | 8 (8) | - | - | - |
| David Brennan | 8 (8) | - | - | - |
| John Buchanan | 5 (8) | 3 (4) | 3 (6) | - |
| Jean-Philippe Courtois | 7 (8) | 4 (4) | - | - |
| Jane Henney | 7 (8) | 3 (4) | - | 2 (2) |
| Michele Hooper | 8 (8) | 4 (4) | - | 2 (2) |
| Simon Lowth | 8 (8) | - | - | - |
| Rudy Markham | 7 (8) | 4 (4) | - | - |
| Håkan Mogren1 | 1 (2) | - | - | 0 (1) |
| John Patterson2 | 1 (1) | - | - | - |
| Nancy Rothwell | 6 (8) | - | 6 (6) | - |
| Louis Schweitzer | 8 (8) | - | 6 (6) | 2 (2) |
| John Varley | 8 (8) | - | 6 (6) | 2 (2) |
| Marcus Wallenberg | 6 (8) | - | - | - |
- 1
- Håkan Mogren retired from the Board on 30 April 2009.
- 2
- John Patterson retired from the Board on 31 March 2009.
