Corporate Governance

We place great value on our governance practices. Our track record of leadership and innovation in corporate governance demonstrates our commitment to excellence and ethics in business. We were among the first companies to adopt innovations that are now required by law or stock exchange rules or are considered best practices, such as holding annual elections of all directors, adopting a majority vote standard for director elections, and appointing a Board-level Corporate Governance Committee comprised solely of independent directors.

Our highly engaged Board of Directors is comprised of a substantial majority of independent directors. Each director brings a unique set of attributes, experiences and skills to our Board and its Committees. Prior to each Board meeting, our directors receive reports from senior leaders and a variety of outside advisers. The Board reviews and considers a wide range of matters that impact shareholder value and affect our other stakeholders, including strategic initiatives and financial performance, as well as compliance, public policy and corporate responsibility initiatives.

In 2010 the Board implemented "say on pay," giving shareholders a non-binding, advisory vote on executive compensation. In 2010 the Board also voted to divide the responsibilities of the Chairman and the CEO, electing George A. Lorch, an independent and highly experienced Board member, as the company's Non-Executive Chairman of the Board, and appointing Ian C. Read as President and Chief Executive Officer. Ian Read was also elected as a director, and is the only employee currently on the Board.

The position of Non-Executive Chairman replaces the role of Lead Independent Director; director Constance J. Horner held that position from 2007. In making this change, the Board determined that separating the offices of Chairman and Chief Executive Officer is the optimal leadership structure for our Company at this time. Consistent with the understanding that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. The independent directors will continue to evaluate the Board's leadership structure on an annual basis to ensure an optimal structure for our Company's then-current circumstances.

The Board of Directors understands its responsibility to engage meaningfully with shareholders and other stakeholders. We invite those with an interest in Pfizer to contact the Board directly by visiting our Web site at: