• Zoom In
  • Search
  • Search
 
a meSSage to our SharehoLderS From PFizer'S Lead iNdePeNdeNt director

A Message from Pfizer's Lead Independent Director

Dennis A. Ausiello, M.D. photo
Dennis A. Ausiello, M.D.

Dear Shareholders:

It has been my privilege to serve as Pfizer’s Lead Independent Director, working with a group of highly-committed and knowledgeable Board members, and engaging with you, our valued shareholders. Throughout the year, we worked to provide independent oversight of Pfizer’s leaders and engaged in constructive dialogue at Board and Committee meetings concerning corporate strategy, business objectives and potential risks facing the company.

I am pleased to announce that following the 2018 Annual Meeting, and contingent upon his election, Shantanu Narayen will assume the role of Lead Independent Director. During Mr. Narayen’s nearly five years of service on Pfizer’s Board, he has consistently demonstrated strong leadership and risk oversight abilities, and the Board has benefitted from his expertise in technology and innovative product development. We are fully confident in Mr. Narayen’s ability to serve as Lead Independent Director and pleased to have him step into this new role.

Board Oversight of Business Strategy and Risk

The Board is dedicated to its role as your fiduciaries and we believe that our Directors’ diverse skills and backgrounds reflect the expertise essential for effective oversight of the business. The Board uses its deep knowledge in areas such as business leadership, medicine and science, healthcare and pharma, and risk management to oversee management’s execution of corporate strategy, a topic of discussion at nearly every Board meeting. We also discussed significant business and organizational initiatives, our R&D pipeline, capital allocation, business development opportunities and enterprise risk management, including areas posing reputational risk.

Independent Board Leadership; CEO Evaluation Process

As Lead Independent Director, I worked closely with our Chairman and CEO, Ian Read, to ensure that we maintained an active dialogue between our independent Directors and management. I served as the representative for our independent Directors and, in this capacity, contributed to the development and approval of Board meeting agendas, materials and schedules. At each Board meeting, I presided over executive sessions of the independent Directors. I also met with investors, when appropriate, to discuss issues of importance, and to ensure that their views were well represented in the boardroom.

In addition, I was responsible for leading the independent Directors’ evaluation of the effectiveness of Mr. Read. This assessment included our annual evaluation of his performance in leading Pfizer’s business as our CEO, as well as his ability to provide effective leadership and direction to the full Board. During our review, the independent Directors carefully considered whether to change the current Board leadership structure to separate the Chairman and CEO positions, and concluded that having Mr. Read continue to serve as Chairman and CEO is the right leadership structure for Pfizer at this time. Mr. Read’s extensive industry knowledge and exemplary leadership and vision, coupled with the active and engaged role that defines the Pfizer Lead Independent Director position, supported the Board’s recommendation. The Board continues to value having the flexibility of selecting the leadership structure best suited to meet the needs of our business and shareholders at any given time.

Board Refreshment & Committee Composition

In early 2018, the Board was pleased to announce the elections of Dr. Albert Bourla, Pfizer’s Chief Operating Officer, and Dr. Dan R. Littman to the Board of Directors. Dr. Bourla is a proven and trusted leader with over two decades of leadership experience at Pfizer, and a demonstrated track record for delivering strong business results. Dr. Littman is a renowned immunologist and molecular biologist with achievements and recognition in both medicine and science. The Board believes both candidates are excellent additions. The elections of Drs. Bourla and Littman were informed by the Board’s continued focus on its composition and its annual self-evaluation process, which ensures the appropriate balance of skills, diversity, experience and tenure in light of our business needs.

Since 2012, we have added six new Directors to the Board.

We also focused on Committee composition and refreshed leadership, and elected new Chairs to lead the Corporate Governance and Regulatory and Compliance Committees.

After nine years of service, Dr. Frances D. Fergusson and Mr. Stephen W. Sanger will retire from the Board in 2018. We would like to thank them for their service on the Board, valuable insight and strong commitment to Pfizer and its shareholders.

Long-Standing Commitment to Engaging and Responding to Our Shareholders

The Board continues to place a high priority on listening and responding to shareholder feedback. One area of focus for the Board was the vote received at the 2017 Annual Meeting on a shareholder resolution requesting the Board lower Pfizer’s ownership threshold to call a special meeting of shareholders from 20% to 10% of shares outstanding. Although the proposal did not pass, in response to shareholder feedback and an assessment of our corporate governance practices, the Board amended Pfizer’s By-laws to reduce the ownership threshold required for shareholders to call a special meeting to 10%. We believe this action illustrates our steadfast commitment to governance excellence and responsiveness to shareholders’ concerns.

We are committed to serving your interests in 2018 and beyond. Thank you for your continued support.

Sincerely,

Dennis A. Ausiello, M.D. signature
Dennis A. Ausiello, M.D.
Lead Independent Director

   ...Previous
Continue...   
WARNING: JavaScript is disabled. CLICK HERE for help.
  • Go to previous page
  • Go to previous page
Page 4 of 129
  • Go to next page
  • Go to next page