PANJAB UNIVERSITY

UIAMS
Pfizer Pharmaceuticals
Corporate Governance

Presented by: Omid Samkanai

Mission
Pfizer will become the world's most valued company to patients, customers,
colleagues, investors , business partners, and the communities where Pfizer
work and live.

Vision
Pfizer will strive to achieve and sustain its leading place as the world's premier
research-based pharmaceutical company. The company's continuing success
benefits patients, customers , shareholders, business partners, families and
the communities in which they operate all around the world. Pfizer's mission is
to become the world's most valued company to all of these people.
 Pfizer Board of Directors
Dennis A. Ausiello M.D.
Director since 2006. Chairman of Science and
Technology Committee and member of Audit
Committee, Corporate Governance
Committee, Regulatory and Compliance
Committee.
Frances D. Fergusson Ph.D.
Director since 2009. Chief of Regulatory and
Compliance Committee and a member of
Compensation Committee and Science and
Technology Committee.
Constance J. Horner
Director since 1993 and Lead Independent
Director from 2007 until December 2010.
Member of Corporate Governance
Committee, Regulatory and Compliance
Committee and Science and Technology
Committee.
W. Don Cornwell
Director since 1997. Chair of Audit
Committee and member of Compensation
Committee, Regulatory and Compliance
Committee and Science and Technology
Committee.
Helen H. Hobbs M.D.
Director since 2011. Member of Corporate
Governance Committee and Science and
Technology Committee.
James M. Kilts
Director since 2007. Chair of
Compensation Committee and member
of Science and Technology Committee.
 Pfizer Board of Directors
George A. Lorch Shantanu Narayen

Director since 2000 and Chairman Director since 2013. Member of

of the Board from December 2010 Corporate Governance Committee
to December 2011. Lead and Science and Technology
Independent Director since Committee.
D e c em b e r2 0 11.
Suza nne No raJohnson
Ian C. Read Chairman of
Director since 2007. Member of
the Board and Chief
Audit Committee, Compensation Executive Officer
Committee and Science and
Technology Committee. Director since December
2010.
Stephen W. Sanger

Director since 2009. Chair of

James C. Smith
Corporate Governance Committee
and a member of Audit Committee Director since 2014. Member of
and Science and Technology Corporate Governance Committee
Committee. and Science and Technology
Marc Tessier- Lavigne Ph.D. Committee.

Director since 2011. Member of Regulatory and

Compliance Committee and Science and
Technology Committee.
Senior management
Ian C. Read Albert Bourla Frank D'Amelio
Chairman of the Board and Group President of Vaccines, Executive Vice President,
Chief Executive Officer Oncology and Consumer Business Operations and
Healthcare Chief Financial Officer

Mikael Dolsten, M.D., Geno Germano Chuck Hill

Ph.D. Group President, Global Executive Vice President,
President, Worldwide Innovative Pharma Worldwide Human Resources
Research & Development Business

Rady Johnson Freda C. Lewis-Hall,

Doug Lankler
Executive Vice President, M.D., DFAPA
Executive Vice
Chief Compliance and Risk Chief Medical Officer and
President, General
Officer Executive Vice President
Counsel

Anthony J. Maddaluna Laurie J. Olson Sally Susman

Executive Vice President / Executive Vice President, Executive Vice
President, Pfizer Global Strategy, Portfolio and President, Corporate
Supply Commercial Operations Affairs

John Young
Group President, Global
Established Pharma Business
 CORPORATE GOVERNANCE
PRINCIPLES OF PFIZER
The Pfizer Board understands and acts on the fundamental principle that good
corporate governance is critical to organizational success and the protection of
shareholder value. In 1994, the Pfizer Board took the unprecedented step of creating
a corporate governance committee of the Board. The first act of the Committee was
to issue a new set of principles to govern the operation of the Board and its
Committees.

In keeping with the Board's forward thinking and accountability to shareholders, these
Principles were published in Pfizer's proxy statement almost a decade ago, well
before NYSE mandated guidelines in 2003. The Principles are a living document,
reviewed at least annually and updated periodically in response to changing
regulatory requirements, evolving best practices and concerns of shareholder and all
stakeholders.
 Pfizer Board Committees & Charters
The Pfizer Board maintains the following committees to assist it in
discharging its oversight responsibilities:

 The Audit Committee

 The Corporate Governance Committee
 The Compensation Committee
 The Regulatory and Compliance Committee
 The Science & Technology Committee
 The Executive Committee
 AUDIT COMMITTEE

 The Audit Committee meets at least six times a year,

including periodic meetings held separately with
management, the internal auditor and the independent
auditor.

 Audit Committee represents and assists the Pfizer Board

with the oversight of the integrity of the Company's
financial statements and internal controls, the Company´s
compliance with legal and regulatory requirements
 CORPORATE GOVERNANCE COMMITTEE

 Under the terms of its Charter, the Corporate

Governance Committee is responsible for
considering and making recommendations to
the Board concerning the appropriate size,
function and needs of the Board.
 COMPENSATION COMMITTEE

 Under the terms of its Charter, the

Compensation Committee is directly
responsible for establishing annual
and long-term performance goals and
objectives for our elected officers.
 REGULATORY AND COMPLIANCE
COMMITTEE
 Under the terms of its Charter, the Regulatory and
Compliance Committee is primarily responsible for
overseeing and reviewing the Company's health care law
compliance programs

 The status of compliance with laws, regulations and

internal procedures applicable to pharmaceutical sales
and marketing activities.
Science and Technology
Committee

 Established in 2003.
 This Committee is responsible for periodically examining
management’s direction and investment in the Company’s
pharmaceutical Research & Development as well as in its
technology initiatives.
Executive Committee
Board Policies
Pfizer Board Policies

 1.Lead Independent Director Charter:

 If the offices of Chairman of the Board and Chief Executive Officer are held by the
same person, the independent members of the Board of Directors will annually
elect an independent Director to serve in a lead capacity (the Lead Independent
Director).
 His or her service on outside boards is taken into consideration, among other
factors, due to the demands required of the role. The Lead Independent
Director is generally expected to serve for more than one year
 The Lead Independent Director coordinates the activities of the other non-
management Directors, and performs such other duties and responsibilities as the
Board of Directors may determine.
 1.The specific responsibilities of the
Lead Independent Director are as
follows:
 Presides at Executive Sessions/Committee Meetings
 Calls Meetings of Independent Directors
 Leads Annual Evaluation of Chairman and CEO
 Functions as Liaison with the Chairman and CEO
 Approves appropriate provision of information to the Board such as
board meeting agendas and schedules
 Authorizes Retention of Outside Advisors and Consultants
 Shareholder Communication
2.Code of Business Conduct and Ethics for
Members of the Board of Directors

 CORPORATE OPPORTUNITIES (Directors

are prohibited from)
 CONFLICT OF INTEREST:
1. (Taking for themselves personally or
1. Relationship of Company with third companies with which they are affiliated
parties. opportunities that are discovered through
2. Compensation from non-Company the use of Company property, Company
sources. assets, Company information or their
position as a director;
3. Gifts.
2. Using the Company’s property or
4. Protection and proper use of information or their position as a director
Company assets. for personal gain; or
3. Competing with the Company for business
opportunities. However, if the Company’s
disinterested directors determine that
the Company will not pursue an
opportunity that relates to the Company’s
business, a director may then do so.
2.Code of Business Conduct and Ethics for
Members of the Board of Directors

 COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR

DEALING
 ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOR
 COMPLIANCE STANDARDS
 WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS
3.Board Policy on Pension Benefits for
Executives
 In December 2005, the Pfizer Board approved the adoption of a policy
relating to the payment of pension benefits for senior executives.
 Pfizer Board Policy on Pension Benefits for Executives
 The Board will seek shareholder approval prior to the payment to any senior
executive from the Company's defined benefit pension plans if his or her benefit,
computed as a single life annuity, will exceed 100% of the senior executive's final
average salary, as calculated at the discretion of the Company's Compensation
Committee. This policy will apply prospectively, for all benefit accruals after
January 1, 2006. For purposes of this policy, "final average salary" means the
average of the highest five calendar years' earnings, where earnings includes salary
earned during the year and annual cash incentives (or bonus) earned for the year.
 4.Related Persons Transactions
 This policy applies to any transaction or series of transactions in which Pfizer Inc.
and/or one or more of its subsidiaries is a participant, the amount involved
exceeds $120,000, and a Related Person has a direct or indirect material interest
(a “Related Person Transaction” or “Transaction”).
 It is the responsibility of the Corporate Governance Committee
to administer this policy.
 Company management will be responsible for determining whether a transaction
is a Related Person Transaction requiring review under this policy, including
whether the Related Person has a material interest, based on a review of all facts
and circumstances
 5.Criteria for Selection of a
Compensation Committee Consultant

 Degree of independence
 Familiarity with the business environment
 References from current clients where the consultant
acts in an advisory role similar to the role desired by the
Pfizer Compensation Committee
 Expertise
 No Conflict of interest
 6.Pfizer Board Policy: Prohibition of
Pledging of Pfizer Stock
 In 2013, the Pfizer Board adopted a policy prohibiting Board members
and elected officers of the Company from pledging Pfizer stock.

 No Pledging Policy

 Members of the Board and elected officers of the Company (and others, including
family members, whose Pfizer securities they are deemed to beneficially own) are
prohibited from holding Pfizer securities in a margin account and from
maintaining or entering into any arrangement that, directly or indirectly, involves
the pledge of Pfizer securities or other use of Pfizer securities as collateral for a
loan.
 7.Quality Policy
 Pfizer is committed to the delivery of safe and effective products to patients
and consumers, a fundamental element of our Company’s Purpose and
Mission.
 As part of Pfizer’s commitment to Quality:

1. Pfizer’s business is conducted in compliance with applicable quality regulations,

codes and standards;
2. Division leaders are accountable to ensure procedures are in place that adequately
define the expectations for work that supports, or directly affects, product quality,
product registration and/or data that supports product quality and patient or
consumer safety;
3. All Colleagues and Contingent Workers have the appropriate education, training,
skills and experience to carry out their work competently, in accordance with
applicable regulations and Pfizer policies and procedures;
4. Records, documentation and data are managed in accordance with applicable
regulations. Processes for escalating issues to ensure product integrity and patient
and consumer safety are in place and consistently used; and
5. There is effective oversight of any third party carrying out work on behalf of Pfizer.
 Corporate Social Responsibility
 U.S. Patient Assistance Programs
 Access to medicines is a cornerstone of Pfizer's commitment to health care. For
more than 25 years, Pfizer has offered an array of prescription assistance
programs to help eligible patients get access to their Pfizer medicines.
 Today, this assistance is provided through Pfizer RxPathways
 In last five years Pfizer has helped over 3 million uninsured and underinsured
patients get access to more than 37 million Pfizer prescriptions, valued at more
than $7.3 billion
 Pfizer also provides charitable donations to independent non-profit charitable
organizations which support eligible patients who require help paying their out-of-
pocket expenses, including co-pays or co-insurance. Pfizer donated $7.1 million to
co-pay foundations dedicated to helping patients obtain the life-saving medicines
they need.
 CONCLUSION
 Corporate governance is a system of rules, practices and processes by which a
company is directed and controlled. It essentially involves balancing the interests
of the many stakeholders in a company - these include its shareholders,
management, customers, suppliers, financiers, government and the community.
THANK YOU