Committees of the Board

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Audit

The Audit Committee, composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

  • Assists the Board in oversight of the Company's accounting and financial reporting process and practices.
  • Appoints the independent public auditor and reviews its performance.
  • Oversees the Company’s Internal Audit department and reviews its annual plan.
  • Monitors adequacy of internal accounting procedures and controls.
  • Assists the Board in oversight of the Company’s financial reporting compliance and disclosure procedures.

James G. Cullen, Chairman
Mary Sue Coleman
Ian E.L. Davis
Anne M. Mulcahy
Leo F. Mullin

Compensation & Benefits

The Compensation & Benefits Committee, composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

  • Establishes the Company's executive compensation philosophy and principles, reviews and recommends for approval by the Board the compensation for the Chief Executive Officer and non-employee directors, and approves the compensation for the Company's other executive officers.
  • Reviews the philosophy and policies of the non-Board Management Compensation Committee with respect to management compensation, perquisites and other compensation policies for non-executive employees.
  • Oversees the management of the various retirement, pension, long-term incentive, savings, and health and welfare plans that cover the Company's employees.

Charles Prince, Chairman
Michael M.E. Johns
William D. Perez
Ronald A. Williams

Finance

The Finance Committee exercises the authority of the Board during the intervals between Board meetings. The Finance Committee is composed of the Chairman of the Board and the Presiding Director.

Alex Gorsky, Chairman
Anne M. Mulcahy

Nominating & Corporate Governance

The Nominating & Corporate Governance Committee, composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

  • Oversees corporate governance matters.
  • Reviews possible candidates for Board membership and recommends nominees for election.
  • Oversees the process for performance evaluations of the Board and its committees.
  • Reviews the Company's executive succession plans and executive resources.

William D. Perez, Chairman
James G. Cullen
Anne M. Mulcahy
Charles Prince

REGULATORY, COMPLIANCE & GOVERNMENT AFFAIRS COMMITTEE

The Regulatory, Compliance & Government Affairs Committee, composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

  • Oversees the Company's non-financial compliance programs and systems with respect to legal and regulatory requirements.
  • Oversees compliance with any ongoing Corporate Integrity Agreements or any similar significant undertakings by the Company with a government agency.
  • Reviews the organization, implementation and effectiveness of the Company's health care compliance & ethics and quality & compliance programs.
  • Oversees the Company's Policy on Business Conduct and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers.
  • Reviews the Company's governmental affairs policies and priorities and other public policy issues facing the Company.
  • Reviews the policies, practices and priorities for the Company's political expenditure and lobbying activities.

Leo F. Mullin, Chairman
Susan L. Lindquist
David Satcher*
A. Eugene Washington
Ronald A. Williams
* Not standing for re-election in 2013

SCIENCE, TECHNOLOGY & SUSTAINABILITY COMMITTEE

The Science, Technology & Sustainability Committee, composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange.

  • Monitors and reviews the overall strategy, direction and effectiveness of the Company's research and development.
  • Serves as a resource and provides input, as needed, regarding the scientific and technological aspects of product safety matters.
  • Reviews the Company's policies, programs and practices on environment, health, safety and sustainability.
  • Assists the Board in identifying and comprehending significant emerging science and technology policy and public health issues and trends that may impact the Company's overall business strategy.
  • Assists the Board in its oversight of the Company's major acquisitions and business development activities as they relate to the acquisition or development of new science or technology.

Susan L. Lindquist, Chairman
Mary Sue Coleman
Ian E. L. Davis
Michael M.E. Johns
David Satcher *
A. Eugene Washington
* Not standing for re-election in 2013.