Commercial Committee Charter
Last updated 19 March 2009
COMMERCIAL COMMITTEE CHARTER of ELAN CORPORATION, PLC The Commercial Committee (the “Committee”) of Elan Corporation, plc (the “Company”) is appointed by the Board of Directors of the Company (the “Board”). The Committee shall oversee all aspects of the Company’s commercial activities on behalf of the Board and shall advise the Board on matters relating to the commercial business of the Company including the structure and operation of its key commercial partnership arrangements. The Committee is available to act as counsel to the Executive Management of the Company in this regard.
Terms of Reference
The Committee will:
Carry out an annual in-depth review of the performance of currently marketed drugs.
Review the pre-marketing and commercial launch strategies and plans for late-stage development drugs.
Review the contractual relationships with key commercial partners prior to entering into such relationships and assess the effectiveness of the working relationships with key commercial partners on an annual basis thereafter.
Review the organisation structure, management skills, capabilities and resources available to the commercial functions.
Act as counsel to the Chief Executive, President and Chief Commercial Officer as required.
Carry out such other functions as may be agreed by the Board from time to time.
Rules of Procedure
The Committee shall comprise no fewer than three directors; all of whom shall be independent as such terms are defined in the Company’s Corporate Governance Guidelines (the “Guidelines”).
The Chairman and the members shall be appointed to the Committee in accordance with the procedures set forth in the Guidelines. The Board will have the authority to remove any Committee member at any time without cause.
A majority of the members must have expertise or senior experience or have had oversight for the commercialisation or marketing of pharmaceutical or biological products.
Each member, including the Chair, will be appointed to the Committee for a three-year term subject to a maximum of two terms of continuous service. The membership will automatically end at such time as a member ceases to be a board member.
The quorum for Committee meetings will be a minimum of two Committee members.
The Committee will hold at least four meetings per annum. The Committee may meet more frequently as necessary.
The Company Secretary will act as Secretary of Committee meetings. In his or her absence, the Committee may appoint a secretary for the meeting.
The minutes of the Committee meetings will be circulated to the Board and the Committee Chair will report its findings and recommendations directly to the Board.
Any member of the Committee may participate in a meeting thereof conducted wholly or in part by telephonic means whereby all persons participating in the meeting can hear each other speak (and participation in a meeting in this manner will be deemed to constitute presence in person at such meeting).
Reasonable notice shall be required to be given for any meeting of the Committee.
The Chief Commercial Officer, the President and the Chief Executive Officer will be entitled to attend all meetings of the Committee, except when the committee meets in Executive Session.
Additionally the Chairman of the Board will be entitled to attend meetings of the Committee.
The Committee will have authority to access such internal and external resources as deemed necessary or appropriate by the Committee to fulfil its defined responsibilities, including engagement of consultants and other professional advisors. The Committee shall have sole authority to approve fees, costs and other terms of engagement of such outside resources. Generally such independent input will be sought with the knowledge of the Chairman and the Chief Executive Officer.
The Committee shall review, discuss and assess its own performance at least annually. The committee shall also periodically review and assess the adequacy of this Charter, including the Committee’s role and responsibilities as outlined in this Charter, and shall recommend any proposed changes to the Board for its consideration.