Corporate Responsibility and Compliance Committee
Corporate Responsibility and Compliance Committee Members
Ronald D. Sugar, Chair
Wanda M. Austin
François de Carbonnel
Rebecca M. Henderson
Charles M. Holley, Jr.
R. Sanders Williams
Corporate Responsibility and Compliance Committee Charter
As amended December 4, 2009
- The Corporate Responsibility and Compliance Committee assists the Board in overseeing the Company’s activities in the areas of corporate responsibility and compliance. The Audit Committee has primary responsibility for financial reporting, financial audit matters and internal controls over financial reporting.
- The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company’s certificate of incorporation or bylaws, or by the Board.
- The Committee shall be composed of at least three (3) members of the Board, one (1) of whom shall be designated by the Board as the Chair of the Committee.
III. Meetings and Procedures
- The Committee shall hold at least four (4) regularly scheduled meetings each year.
- The Committee shall work with Company management to ensure that the Board appoints a Chief Compliance Officer for the Company. The Committee shall meet with the Chief Compliance Officer and, at the discretion of the Chair, the Company’s management and staff. The Committee shall meet periodically with the Chief Compliance Officer in a separate executive session to discuss such matters which the Committee members believe should be considered privately.
- In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace outside advisors to provide independent advice to the Committee.
- The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
- The Chair of the Committee shall report to the Board following meetings of the Committee, and as otherwise requested by the Chairman of the Board.
- The Committee shall oversee the Company’s activities in the area of compliance (“Compliance Program”) that may impact the Company’s business operations or public image, in light of applicable government and industry standards, as well as legal and business trends and public policy issues.
- The Committee shall assess management’s implementation of the Compliance Program elements, including:
- The Chief Compliance Officer’s direct access to senior management and the allocation of sufficient funding, resources and staff to fully perform his or her responsibilities;
- The Company’s Code of Conduct and written compliance policies and procedures that guide the Company and the conduct of its staff in day-to-day operations, and relevant education and training for the Board and all affected staff and the Company’s agents;
- Appropriate mechanisms for staff to seek guidance and to report concerns;
- The Company’s systems and processes that are designed to:
- Periodically assess the Company’s compliance obligations and associated risks;
- Monitor and audit the Company’s systems, processes and transactions;
- Investigate alleged misconduct; and
- Promote and enforce standards through incentive and disciplinary actions;
- Necessary modifications to the Compliance Program; and
- Efforts made to promote an ethical culture.
- The Chief Compliance Officer will report to the Committee any data suggesting significant non-compliance that could affect the Compliance Program or the Company. Any data suggesting significant non-compliance involving any of the Company’s officers shall be reported to the Chair immediately.
- The Committee also shall oversee the Company’s activities in the area of corporate responsibility that may have an impact on the Company’s business operations or public image, in light of political and social trends and public policy issues. The Committee shall assess management’s implementation of the corporate responsibility programs, including:
- The Company’s government affairs activities, including its political contributions and its public policy positions with respect to pending legislative or other initiatives; and
- The processes by which the Company makes charitable contributions, including the activities of the Amgen Foundation.
- The Committee shall conduct an annual evaluation of its effectiveness.
- The Committee shall review and reassess its Charter on a periodic basis and submit any recommended changes to the Board for its consideration.
- The Committee shall perform such other functions and have such other powers as may be necessary or convenient for efficient discharge of its duties.