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The Pfizer Board Policies
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The Pfizer Board of Directors implements policies to ensure the ethical conduct and compensation of both its own Board Members as well as the Pfizer Executive Leadership Team. Members of the public may contact our Board of Directors at any time to inquire about policies and other corporate governance information.
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Pfizer Board Policies
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. The specific responsibilities of the Lead Independent Director are as follows:
Presides at Executive Sessions/Committee Meetings
- Presides at all meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent Directors.
- The Lead Independent Director serves as an ex-officio member of each committee and will attend meetings of the various committees regularly.
Calls Meetings of Independent Directors
- Has the authority to call meetings of the independent Directors.
Leads Annual Evaluation of Chairman and CEO
- Leads independent Director evaluation of the CEO’s effectiveness as Chairman and CEO, including an annual evaluation of his or her interactions with the Directors and ability to provide leadership and direction to the full Board.
Functions as Liaison with the Chairman and CEO
- Serves as liaison between the independent Directors and the Chairman and CEO.
Approves appropriate provision of information to the Board such as board meeting agendas and schedules
- Approves information sent to the Board, including the quality, quantity and timeliness of such information, as well as contributing to the development of, and approving meeting agendas.
- Facilitates the Board's approval of the number and frequency of Board meetings, and approves meeting schedules to ensure that there is sufficient time for discussion of all agenda items.
Authorizes Retention of Outside Advisors and Consultants
- Authorizes the retention of outside advisors and consultants who report directly to the Board of Directors on board-wide issues.
- Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries when appropriate.
- If requested by shareholders or other stakeholders, ensures that he/she is available, when appropriate, for consultation and direct communication.
Director Qualification Standards
It is the policy of Pfizer Inc. (the Company) that the Board of Directors (the Board) consist of a majority of independent Directors. The Corporate Governance Committee of the Board has established Director Qualification Standards to assist the Board in determining Director independence, which either meet or exceed the independence requirements of the New York Stock Exchange (NYSE) corporate governance listing standards and all applicable laws and regulations. The Board will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the Director, but also from that of persons or organizations with which the Director has an affiliation.
Determination of Independence
To be considered “independent” for purposes of these standards, a Director must be determined, by resolution of the Board as a whole, after due deliberation, to have no material relationship with the Company other than as a Director. These determinations will be disclosed annually in the Company’s proxy statement relating to the election of Directors. Except as otherwise noted below, the “Company” includes Pfizer Inc. and its consolidated subsidiaries. In each case, the Board shall broadly consider all relevant facts and circumstances and shall apply the following standards:
In no event will a Director be considered "independent" if:
- the Director is, or has been within the last three years, an employee of the Company; or
- an immediate family member1 of the Director is, or has been within the last three years, an executive officer of the Company; or
- the Director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than (A) Director's fees, (B) pension benefits or other forms of deferred compensation for prior service with the Company, provided such compensation is not contingent in any way on continued service, (C) compensation of an immediate family member of the Director who is an employee but not an executive officer of the Company and (D) compensation for former service as an interim chairman, chief executive officer or other executive officer of the Company); or
- (A) the Director or an immediate family member of the Director is a current partner of the firm that is the Company's independent registered public accounting firm; or (B) the Director is a current employee of such firm; or (C) the Director has an immediate family member who is a current employee of such firm and who personally works on the Company's audit; or (D) the Director or an immediate family member of the Director was within the last three years (but is no longer) a partner or employee of such firm and personally worked on the Company’s audit within that time; or
- e. an executive officer of the Company serves or served on the compensation committee of the board of directors of a company that, at the same time within the last three years, employs or employed either the Director or an immediate family member of the Director as an executive officer; or
- the Director is a current employee, or an immediate family member of the Director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of such other company's consolidated gross revenues for that year.
- Audit Committee members may not have any direct or indirect financial relationship whatsoever with the Company other than as Directors, and may not be affiliated persons2 of the Company. Audit Committee members may receive Directors' fees, in the form of cash, stock, stock units, stock options or other in-kind consideration ordinarily available to Directors, and fixed amounts of compensation for prior service with the Company.
- Compensation Committee members must be, in the judgment of the Board, independent in accordance with NYSE listing standards, and all applicable laws and regulations. Specifically the Board should consider all factors, including, but not limited to, the source of the director's compensation and the director's affiliation with the Company.
- No Director, or immediate family member of a Director, may serve as a paid consultant or advisor to the Company or to any executive officer of the Company, or may have a personal services contract with the Company or with any executive officer of the Company.
- The following commercial relationships will not be considered to be material relationships that would impair a Director's independence: (i) if a Director is a current employee, or an immediate family member of a Director of the Company is a current executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company in each of the last three fiscal years were less than one percent of the annual revenues of the company the Director or the Director's immediate family member serves as an executive officer or employee, as applicable; or (ii) if a Director or an immediate family member of a Director of the Company is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than one percent of the total consolidated assets of the company he or she serves as an executive officer.
- The following not-for-profit relationship will not be considered to be a material relationship that would impair a Director's independence: if a Director of the Company, or a Director's spouse, serves as an executive officer of a not-for-profit organization, and the Company’s or the Pfizer Foundation’s discretionary charitable contributions to the organization, in the aggregate, are less than two percent (or $1,000,000, whichever is greater) of that organization’s latest publicly available total revenues.
- Annually, the Board will review commercial and charitable relationships of Directors to determine, based upon the recommendation of the Corporate Governance Committee, whether Directors may be considered "independent." Information regarding commercial and charitable relationships that are not considered material relationships under paragraphs 4 or 5, as applicable, will be made available to the Board or such Committee upon request. There is no presumption that relationships exceeding the limits described in paragraphs 4 and 5 are material, and the Board may determine (based upon the recommendation of such Committee) that a Director who has a relationship that exceeds the limits described in paragraph 4 (to the extent that any such relationship would not constitute a bar to independence under the NYSE listing standards) or paragraph 5, is nonetheless independent. In that event, the Company will include the appropriate disclosure in the next proxy statement.
- The Company will not make any personal loans or extensions of credit to Directors or executive officers.
- To help maintain the independence of the Board, all Directors are required to deal at arm's length with the Company and its subsidiaries (and otherwise comply with the Company’s Related Person Transaction Approval Policy and Code of Business Conduct and Ethics for Members of the Board) and to disclose circumstances material to the Director that might be perceived as a conflict of interest.
1 The NYSE defines "immediate family member" to include spouses, parents, children, siblings and family-in-law, and anyone else (other than domestic employees) sharing the Director's home.
2 Rule 10A-3(e)(1)(i) of the Securities Exchange Act of 1934, as amended, defines an affiliate of a company as a person who directly or indirectly controls, is controlled by or is under common control with the company.
The Board of Directors (the Board) of Pfizer Inc. (the Company) has adopted the following Code of Business Conduct and Ethics (the Code) for directors of the Company. This Code is intended to focus the Board and each director on areas of ethical risk; provide guidance to directors to help them recognize and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.
Each director must comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise, or replace the thoughtful behavior of an ethical director. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Corporate Governance Committee.
Directors who also serve as officers of the Company should read this Code in conjunction with our long-standing Code of Conduct, the Summary of Pfizer Policies on Business Conduct (the Blue Book).
Directors must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Corporate Governance Committee. A “conflict of interest” can occur when:
Some of the more common conflicts directors should avoid are listed below:
Directors are prohibited from:
Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.
Directors must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws.
Directors must deal fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors and employees.
Directors should promote ethical behavior and take steps to ensure the Company:
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.
Any waiver of this Code may be made only by the Board or a Committee of the Board and must be promptly disclosed to the Company’s shareholders as required by Securities and Exchange Commission and New York Stock Exchange rules.
CONFLICT OF INTEREST
- A director’s personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole.
- A director, or a member of his or her immediate family, as defined by the New York Stock Exchange1 receives improper personal benefits as a result of his or her position as a director of the Company, or takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.
- Relationship of Company with third parties. Directors may not receive a personal benefit from a person or firm that is seeking to do business or to retain business with the Company. A director shall recuse him or herself from any Company Board decision involving another firm or company with which the director is affiliated.
- Compensation from non-Company sources. Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company.
- Gifts. Directors may not offer, give or receive gifts or other items of value from persons or entities who deal or seek to deal with the Company in those cases where any such gift has the purpose or effect of influencing (or could be perceived as influencing) the directors’ actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest.
- Protection and proper use of Company assets. Directors should oversee the protection of the Company’s assets to ensure their efficient use. Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Corporate Governance Committee or as part of a compensation or expense reimbursement program available to all directors.
- (Taking for themselves personally or companies with which they are affiliated opportunities that are discovered through the use of Company property, Company assets, Company information or their position as a director;
- Using the Company’s property or information or their position as a director for personal gain; or
- 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.
- COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
- Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;
- Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel; and
- Informs employees that the Company will not allow retaliation for reports made in good faith.
- COMPLIANCE STANDARDS
- WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS
1 New York Stock Exchange Rule 303A(2)(b) defines immediate family to include a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who share such person’s home.
Business Ethics Conduct
Pfizer's Standards of Business Conduct help sustain the Pfizer value of Integrity, and is one of the ways we confirm to Pfizer shareholders that their investments are properly managed by the Company. This document includes a summary of information regarding Pfizer policies on the following: Business Conduct and Ethics; Employment; Conflicts of Interest; Intellectual Property and Confidential Information; Use of Electronic Systems; Business Practices; Doing Business Globally; and Corporate Citizenship.
Executive Pension Benefits
Pfizer Board Policy on Pension Benefits for Executives
Related Persons Transactions
As Amended through December 2012
- This policy applies to any transaction or series of transactions in which Pfizer Inc. and/or one or more of its subsidiaries (the “Company”) is a participant, the amount involved exceeds $120,000, and a Related Person (as defined below) has a direct or indirect material interest (a “Related Person Transaction” or “Transaction”).
- It is the responsibility of the Corporate Governance Committee (the “Committee”) to administer this policy. In administering this policy, the Committee shall be entitled to rely upon determinations by Company management.
- 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. Upon a determination by management that a transaction is a Related Person Transaction requiring review under this policy, the material facts concerning the Transaction and the Related Person’s interest in the Transaction shall be disclosed to the Committee.
- All Related Person Transactions subject to this policy must be approved or ratified by the Committee. In determining whether to approve or ratify any Transaction, the Committee shall consider all relevant facts and circumstances and shall approve or ratify only those Transactions that are deemed to be in the best interests of the Company.
- If the Related Person having a material interest in a Transaction is a member of the Committee or an Immediate Family Member (as defined below) of a member of the Committee, such Committee member may not participate in the deliberations or vote concerning approval or ratification of such Transaction; provided, however, that such Committee member may be counted in determining the presence of a quorum at the meeting of the Committee at which such Transaction is considered.
- In the event Company management determines that it is impractical or undesirable to wait until a meeting of the Committee to consummate a Related Person Transaction, the Chair of the Committee may approve such Transaction in accordance with this policy. Any such approval must be reported to the Committee at its next regularly scheduled meeting.
- In the event the Company becomes aware of a Related Person Transaction that has not been approved or ratified under this policy, the Transaction shall be reviewed by the Committee as promptly as practicable. The Committee shall consider all relevant facts and circumstances respecting such Transaction and shall evaluate all options available to the Company, including ratification, revision or termination of such Transaction, and the Company shall take such action as the Committee deems appropriate under the circumstances.
Standing Pre-Approval for Certain Transactions. The Committee has reviewed the types of Related Person Transactions described below and determined that each of the following Transactions shall be deemed to be pre-approved by the Committee, even if the aggregate amount involved exceeds $120,000.
Employment of executive officers. Any employment by the Company of an executive officer of the Company, so long as:
- the related compensation is required to be reported in the Company’s proxy statement under applicable compensation disclosure requirements (generally applicable to "named executive officers"); or
- the executive officer is not an Immediate Family Member of another executive officer or Director of the Company, or nominee for Director, and the related compensation would be reported in the Company’s proxy statement under applicable disclosure requirements if the executive officer was a "named executive officer", and the Company’s Compensation Committee approved (or recommended that the Board approve) such compensation.
- Director compensation. Any compensation paid to a Director if the compensation is required to be reported in the Company's proxy statement under applicable compensation disclosure requirements.
- Certain transactions with other companies. Any transaction with another company with which a Related Person's only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company's shares, if the aggregate amount involved does not exceed the greater of $1,000,000, or 2 percent of that company's total annual revenues.
- Certain Company charitable contributions. Any charitable contribution, grant, endowment or pledge by the Company to a charitable organization, foundation or university as to which a Related Person's only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2 percent of the charitable organization's total annual receipts.
- Transactions where all shareholders receive proportional benefits. Any transaction where the Related Person's interest arises solely from the ownership of Pfizer Inc. common stock and all holders of such common stock receive the same benefit on a pro rata basis (e.g., dividends).
- Transactions involving competitive bids. Any transaction involving a Related Person where the rates or charges involved are determined by competitive bids.
- Employment of executive officers. Any employment by the Company of an executive officer of the Company, so long as:
For purposes of this Policy, the following definitions shall apply:
- A "Related Person" is any Director or executive officer of the Company, any nominee for Director, any shareholder owning in excess of 5% of the total equity of Pfizer Inc. and any "Immediate Family Member" of any such person.
- "Immediate Family Member" means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a person, and any person (other than a tenant or an employee) sharing the household of such person.
Compensation Committee Consultant
The Compensation Committee established the following criteria to be used when selecting or obtaining advice of a compensation consultant.
Degree of independence
- Financial independence—measured by dollar volume of other business conducted with Pfizer
- Independent thinking—subjectively assessed by their known work as well as information gathered in screening interviews
- Any other factors, as set forth in Pfizer’s Compensation Committee Charter, as it may be amended from time to time
Familiarity with the business environment
- Knowledge of the pharmaceutical industry and general industry comparator companies
- Specific knowledge of Pfizer, its strategic objectives and its culture, its senior management and the Board of Directors
- Broad knowledge of market trends, investor preferences, proxy advisor policies, compensation risk-management, and any applicable regulations
- Public and investor relations
Particular strengths and/or distinguishing characteristics including, but not limited to:
- Creative thinking
- Strong sense of corporate governance
- Special areas of expertise
- Ability to establish rapport or dynamic presence with groups
References from current clients where the consultant acts in an advisory role similar to the role desired by the Pfizer Compensation Committee
- Conflicts of interest with other clients or Committee Members
- Degree of availability/accessibility
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.