Committee Charters
Audit Committee Charter (HTML)
Committee on Directors and Corporate Governance Charter (HTML)
Compensation and Management Development Committee Charter (HTML)
Science and Technology Committee (HTML)
Science and Technology Committee
Purpose
The Science and Technology Committee (“Committee”) is appointed by and acts on behalf of the Board of Directors (“Board”). It is responsible for periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development and technology (“R&D”). Such oversight shall include all aspects of R&D as well as internal and external investments. The Committee is also responsible for identifying and discussing significant emerging trends and issues in science and technology and considering the potential impact of such on the Company.
The Committee shall have the resources and authority appropriate to discharge its responsibilities including the authority to obtain advice and assistance from consultants to advise the Committee and free access to members of management.
Composition
The Committee shall consist of three or more directors designated by the directors of the Company and approved by a majority of the whole Board by resolution or resolutions and the Company’s Chief Scientific Officer. At least one independent director member of the Committee shall, in the judgment of the Board of Directors, have scientific research expertise.
The members of the Committee shall serve one-year terms. The Directors and Corporate Governance Committee shall recommend, and the Board shall designate, one member of the Committee to serve as Chairperson. The members of the Committee shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.
Meetings
The Committee shall meet at least twice annually, or more frequently as circumstances dictate.
Responsibilities and Duties
The Committee shall:
- identify and discuss new and emerging trends in pharmaceutical science, technology and regulation, and assure the Company makes well-informed choices in the investment of its R&D resources.
- review, evaluate and advise the Board regarding the quality, direction and competitiveness of the Company’s R& D programs.
- review, evaluate and advise the Board regarding the Company’s progress in achieving its long-term strategic R&D goals and objectives.
- review and make recommendations to the Board on the Company’s internal and external investments in science and technology. For any external investments in R&D (e.g., potential acquisitions, alliances, collaborations, equity investments, contracts and grants) that require approval by the full Board, the Committee shall provide the Board with its recommendation prior to Board action.
- regularly review the pipeline.
- evaluate its own performance annually.
- review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.
The Committee shall also undertake such additional activities within the scope of its primary functions as the Committee may determine from time to time.
Revised 2/11