Scientific & Technology Committee Terms of Reference
The Science & Technology Committee (the “Committee”) is a committee of the Board of Directors (the "Board") of Shire plc (the "Company") and the Committee shall have the responsibility, authority and duties described in these Terms of Reference.
1. Composition
The Committee shall consist of at least two members of the Board. At least one member of the Committee shall satisfy the independence requirements of the UK’s Combined Code on Corporate Governance and the Nasdaq Stock Market. At least one member shall, in the judgment of the Board, have scientific expertise relevant to pharmaceutical research and development. The Board may designate one member of the Committee as Chairman.
2. Purpose
The Committee is responsible for periodically reviewing and advising the Board on the Company’s strategic direction and investment in research, development and technology.
3. Responsibilities and Duties
3.1 The Committee shall:
(a) provide strategic advice to the Board regarding emerging science and technology issues and trends;
(b) provide assurance to the Board, from time to time, on the overall quality and expertise of medical and scientific talent in the Company ;
(c) provide assurance to the Board, from time to time, on the quality and competitiveness of the Company’s research and development programs and technology initiatives from a scientific perspective. The Committee will not be expected to review individual research projects and programs;
(d) for any major external investments in R&D e.g. potential acquisitions or in licenses that require approval of the Board, provide the Board with its views on the scientific/technical/medical merit prior to Board action on the investment;
(e) evaluate its own performance annually; and
(f) review the adequacy of these terms of reference annually and recommend any proposed changes to the Board.
3.2 The Committee shall have the authority to retain consultants, outside counsel, and other advisors, as the Committee may deem appropriate. The Committee shall have sole authority to approve related fees and retention terms for any such advisors.
3.3 The Committee shall have the authority to delegate any of its responsibilities to individual members of the Committee to the extent deemed appropriate by the Committee in its sole discretion, but subject always to the general oversight of the Board.
4. Meetings
The Committee shall meet at least twice annually, or more frequently as circumstances require. The quorum necessary for the transaction of the business of the Committee shall be one member.
June 2010
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