Elan is committed to the adoption and maintenance of the highest standards of corporate governance and compliance. The Company complies with the provisions of the Combined Code, which was issued in June 2006 and subsequently adopted by the Irish stock exchanges. One of the requirements of the Combined Code is that listed companies make a statement in relation to how they have complied with this code. The Company believes it is in compliance with the Combined Code.
In May 2002, following a review with external legal counsel, the board of directors adopted a set of corporate governance guidelines (“the Guidelines”) and restructured the existing three board committees into four board committees, the executive committee, audit committee, compensation committee (now the leadership development and compensation committee) and nominating committee and adopted a written charter for each committee (collectively the “Committee Charters”). The executive committee was subsequently abolished on 3 February 2005.
The Guidelines and The Committee Charters were revised and updated in November 2003 to incorporate the requirements of the Sarbanes Oxley Act, 2002, the revised listing rules of the NYSE and certain measures agreed as part of the settlement of the derivative action. In addition, in November 2003 we formally adopted a Code of Conduct that applies to all employees and to the board of directors. The Guidelines and Committee Charters were most recently revised and updated in May 2010.
The roles of chairman and chief executive officer are separate. Under the Company’s Corporate Governance Guidelines, it has committed that two-thirds of the board will be independent. The board currently includes twelve independent, non-executive directors who constitute in excess of two-thirds of the board. The Company's definition of independence is based on the rules of the NYSE, the exchange on which the majority of the Company’s shares are traded.