Board of Directors Guidelines for Director Qualifications and Evaluations | Amgen

Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations

These guidelines set forth (1) the minimum qualifications that the Governance and Nominating Committee of the Board of Directors (the "Committee") of Amgen Inc. ("Amgen") believes are important for directors to possess, and (2) a description of the Committee's process for identifying and evaluating nominees for director, including nominees recommended by stockholders.  These guidelines are only guidelines and may be waived and/or changed by the Committee and/or the Board of Directors as appropriate.

1. Candidate Qualifications

In seeking individuals to join the Board of Directors or to fill director vacancies on the Board of Directors, the Committee considers the following to be minimum qualifications that a candidate must possess:

  • Demonstrated breadth and depth of management and leadership experience, preferably in a senior leadership role in a large or recognized organization;
  • Financial and/or business acumen or relevant industry or scientific experience;
  • Integrity and high ethical standards;
  • Sufficient time to devote to Amgen's business as a member of the Board;
  • Ability to oversee, as a director, Amgen's business and affairs for the benefit of Amgen's stockholders;
  • Ability to comply with the Board's Code of Conduct; and
  • Demonstrated ability to think independently and work collaboratively.

In addition, the Committee may consider the following where necessary and appropriate:

  • A candidate's independence, as defined by The NASDAQ Stock Market, Inc.;
  • A candidate's ability to satisfy the composition requirements for the Audit Committee and the Compensation and Management Development Committee;
  • Maintaining a Board that reflects diversity; and
  • The Board's overall size, structure and composition.

2. Candidate Identification and Evaluation Process

  1. For purposes of identifying nominees for the Board of Directors, the Committee relies on professional and personal contacts of the Committee, other members of the Board of Directors and senior management, as well as candidates recommended by independent search firms retained by the Committee from time to time.  The Committee also will consider candidates recommended by stockholders.  Any director nominations submitted by stockholders will be evaluated in the same manner that nominees suggested by Board members, management or other parties are evaluated.
  2. In evaluating potential candidates, the Committee will determine whether the candidate is qualified for service on the Board of Directors by evaluating the candidate under the guidelines set forth above and by determining if any individual candidate suits the Committee's and the Board of Director's overall objectives at the time the candidate is being evaluated.