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Principles

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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, 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 our shareholder and all stakeholders.

Download Corporate Governance Principles (PDF)

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Pfizer Board Committees

The Audit Committee

Under the terms of its Charter, the Audit Committee meets at least 6 times a year, including periodic meetings held separately with management, the internal auditor, and the independent auditor. The 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, the independent auditor's qualifications and independence, the performance of the Company´s internal audit function, and the independent auditor.

Board Member Independent Position
W. Don Cornwell Yes Member
Joseph J. Echevarria Yes Member
Suzanne Nora Johnson Yes Chair
Stephen W. Sanger Yes Member
James C. Smith Yes Member

The 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.

Board Member Independent Position
W. Don Cornwell Yes Member
James M. Kilts Yes Member
Shantanu Narayen Yes Member
James C. Smith Yes Chair

The 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.

Board Member Independent Position
Joseph J. Echevarria Yes Member
Frances D. Fergusson Yes Member
Helen H. Hobbs Yes Member
Stephen W. Sanger Yes Chair

The Regulatory Compliance Committee

Under the terms of its Charter, the Regulatory and Compliance Committee is primarily responsible for overseeing and reviewing the Company's healthcare law compliance programs and the status of compliance with laws, regulations, and internal procedures applicable to pharmaceutical sales and marketing activities.

Board Member Independent Position
W. Don Cornwell Yes Member
Frances D. Fergusson Yes Chair
Helen H. Hobbs Yes Member
Shantanu Narayen Yes Member
Suzanne Nora Johnson Yes Member

The Science and Technology Committee

The Science and Technology Committee was established in 2003. Under the terms of its Charter, the 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.

The Committee may meet privately with independent consultants and be free to speak directly and independently with any members of management in discharging its responsibilities.

Board Member Independent Position
Dennis A. Ausiello Yes Member
W. Don Cornwell Yes Member
Joseph J. Echevarria Yes Member
Frances D. Fergusson Yes Member
Helen H. Hobbs Yes Chair
James M. Kilts Yes Member
Shantanu Narayen Yes Member
Suzanne Nora Johnson Yes Member
Stephen W. Sanger Yes Member
James C. Smith Yes Member

The Executive Committee

The Executive Committee performs the duties and exercises the powers delegated to it by the Board of Directors.

Board Member Independent Position
Dennis A. Ausiello Yes Member
Frances D. Fergusson Yes Member
Helen H. Hobbs Yes Member
Suzanne Nora Johnson Yes Member
Ian C. Read Yes Chair
Stephen W. Sanger Yes Member
James C. Smith Yes Member

Pfizer Committee Charters (Download PDF)

Committee Assignments

Review a list of Board members and committee assignments.

Lead Independent Director Charter

Review the Lead Independent Director Charter.