Science & Technology Committee Terms of Reference
The Science & Technology Committee (the “Committee”) is established as a committee of the Board of Directors (the “Board”) of Shire plc (the “Company”) with the purpose of periodically reviewing and advising the Board on the Company’s strategic direction and investment in research, development and technology.
2.1 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 Corporate Governance Code and the Nasdaq Stock Market.
2.2 At least one member shall, in the judgment of the Board, have scientific expertise relevant to pharmaceutical research and development.
2.3 Committee members will hold office for an initial period of up to two years, subject to continuing as a director of the Company and will hold office for such duration as may be determined by the Board.
2.4 The Board may elect a Chairman of the Committee and determine the period for which he is to hold office. If no such Chairman shall have been appointed, or if at any meeting the Chairman is not present within a reasonable time from the time appointed for holding the meeting, the members present shall choose one of their number to act as chairman of the meeting.
The Company Secretary or their nominee shall act as Secretary of the Committee.
The quorum necessary for the transaction of the business of the Committee shall be one member. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Frequency of Meetings
The Committee shall meet at least twice annually, or more frequently as circumstances require.
6. Conduct of Business
The Committee shall conduct its business as it thinks fit. Decisions of the Committee shall be by majority decision. In the case of an equality of votes, the Chairman of the Committee shall have a second or casting vote. Save as otherwise required by these terms of reference or agreed by the Committee, all provisions relating to the conduct of business of the Board in the articles of association from time to time of the Company shall equally apply to the conduct of business of the Committee.
7. Attendance at Meetings
Only members of the Committee have the right to attend Committee meetings. Other members of the Board who are not members of the Committee and individuals such as the Head of Human Resources and external advisers may be invited to attend all or part of any meeting, as and when appropriate.
8.1 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;
(f) 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; and
(g) review annually the adequacy of these Terms of Reference.
9.1 The Committee Chairman shall report formally to the Board on the Committee’s proceedings after each meeting.
9.2 The Committee shall, once a year, consider its own performance, membership and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes necessary to the Board for approval.
9.3 The Committee shall make any recommendations to the Board it deems appropriate on any areas within its terms of reference where action or improvement is needed.
10.1 The Committee is authorised to investigate any activity within its terms of reference.
10.2 The Committee is authorised to seek any information it requires from any employee of the Company in order to performs its duties.
10.3 In connection with the performance of its duties, the Committee is authorised to obtain outside legal or other independent professional advice and to secure the attendance of external professional advisers at its meetings if it considers this necessary.
11.1 The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee.
11.2 The Secretary of the Committee shall circulate the minutes of meetings of the Committee to all members of the Committee and as requested, or where relevant, once they have been agreed, to all members of the Board and to other advisers of the Company.