The audit committee is composed solely of directors who are independent and
financially literate, as required by the New York Stock Exchange and the Securities Exchange Act of 1934.
At least one member of the committee must have accounting or related financial management expertise. The
functions of this committee include:
- meeting periodically with Hospira management, internal auditors and independent auditors
regarding the company's internal controls, accounting and financial reporting;
- appointing and evaluating the independent auditors;
- reviewing and discussing Hospira's financial statements and financial press
releases with management and independent registered public accounting firm;
- reviewing and discussing Hospira’s major financial risk exposures and the steps management has taken to monitor and control those exposures with management, internal auditors, and independent registered public accounting firm; and
- establishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting matters, and the confidential, anonymous submission by Hospira employees of concerns regarding questionable accounting matters.
Both the independent auditors and the internal auditors will regularly meet privately with
the audit committee and have unrestricted access to the audit committee.
Mr. Bailey (chair), Ms. Bowles , Mr. Dempsey and Dr. Wheeler serve on the audit committee.
The compensation committee is composed solely of independent
directors who are not Hospira employees. The functions of this committee
- reviewing and determining the executive officers' compensation;
- reviewing and, as it deems appropriate, recommending to the board of directors, policies, practices and procedures relating to the compensation of Hospira's officers, other managerial employees and non-employee directors and the establishment and administration of Hospira's employee benefit plans; and
- exercising authority under Hospira's employee equity incentive plan and management incentive plans.
Dr. Fenton (chair), Mr. Hale and Mr. von Prondzynski serve on the compensation committee.
Governance and Public Policy Committee
The governance and public policy committee is composed solely of independent directors. The functions of the committee include:
- developing the general criteria for selecting members of the board of directors and assisting the board in identifying and attracting qualified candidates;
- recommending to the board of directors the nominees for election as directors, considering Hospira's director qualification criteria, and considering any potential nominees recommended by Hospira's shareholders;
- recommending to the board of directors persons to be elected as executive officers;
- reviewing and assessing the adequacy of Hospira's corporate governance guidelines;
- providing general oversight of Hospira's compliance programs, policies and procedures; and
- providing general oversight of Hospira's political and charitable activities.
Ms. Bowles (chair), Mr. Hale, Mr. Sokolov and Mr. Staley serve on the governance and public policy committee.
The quality committee provides assistance to the board in carrying out certain oversight responsibilities of the board relating to product quality and product safety.
Mr. Dempsey (chair), Dr. Fenton, Dr. Sokolov, and Mr. von Prondzynski and Dr. Wheeler serve on the quality committee.
Science and Technology Committee
The science and technology committee provides general oversight of Hospira’s research and development and technology initiatives, as well as oversight of Hospira's quality and safety initiatives.
Dr. Wheeler is chairperson of the committee. All directors currently serve on the science, technology and quality committee.