Governance, Ethics & Compliance

Investors trust us to make sound business decisions. Patients trust us to make safe and effective products, and society requires us to act ethically and responsibly. Abbott is committed to fulfilling all of these ethical expectations through:

• Corporate Governance;
• Ethics and Compliance;
• Operating Globally, Acting Locally;
• Employee Training and Education; and
• Training and Performance Data.

Corporate Governance

Abbott has long practiced strong, independent corporate governance. This is an essential step in building trust among stakeholders, particularly investors. Our Board of Directors has long had a majority of independent directors; 13 of the current 14 directors are independent. Directors are elected annually through majority voting, which means our shareholders exercise considerable influence over board composition. In 2008, two new directors joined the board. Abbott has established independence standards, governance guidelines and a published procedure enabling shareholders and others to communicate directly with board members. The independent directors review the performance of our CEO annually. Among the criteria for board members are a global business perspective and a commitment to global citizenship.

The charter of the Public Policy Committee of the board includes the review and evaluation of Abbott's policies and practices with respect to social responsibility.

Abbott has a strong corporate governance profile:

• Twelve of the 13 Abbott directors are independent and elected annually.
• The Audit, Compensation, Nominations and Governance, and Public Policy committees are composed solely of independent directors.
• The chairman of the Nominations and Governance committee acts as lead director to facilitate communication with the board and to preside over regularly conducted executive sessions of the independent directors or sessions where the chairman of the board is not present. The lead director reviews and approves matters such as agenda items, schedule sufficiency and, where appropriate, information provided to other board members.
• Directors and officers are subject to stock ownership guidelines.
• Abbott's directors are elected annually through majority voting. Because of the majority vote requirement, shareholders exercise considerable influence over board composition.
• Abbott has established independence standards, governance guidelines and a published procedure enabling shareholders and others to communicate directly with board members.
• The board and each of its committees have complete access to management and the authority to hire independent advisors, as they deem appropriate.
• The independent directors review the performance of the CEO annually.

Additional details on Abbott's corporate governance profile are available at www.abbottinvestor.com.

Our Board's Commitment

Our commitment to good citizenship is valued and championed by our Board of Directors and led by our company's senior management. The charter of the Board's Public Policy Committee includes the review and evaluation of Abbott policies and practices with respect to social responsibility.

Business Conduct Committee

Comprised of business heads, it oversees implementation of our ethics and compliance programs.

Pharmaceutical Policy Committee

Chaired by the Executive Vice President of our Pharmaceutical Products Group and composed of senior executives responsible for pharmaceutical research and businesses, regulatory, legal, public, government affairs and global citizenship, it directs our actions on policy issues.

Nutritional Policy Steering Committee

Chaired by the Executive Vice President of our global nutrition business and composed of senior executives responsible for nutrition research and businesses, regulatory, legal, public, government affairs and global citizenship, it directs our actions on policy issues.

Executive Inclusion Council

Led by our Chairman and CEO, it oversees our diversity and inclusion initiatives.

Global Operations Council

Sets and oversees progress on operating priorities, including Environment, Health & Safety Performance goals for Abbott around the world. The Council includes senior level members from Purchasing and Engineering and is chaired by the Senior Vice President of Global Pharmaceutical Operations.

Global Citizenship Working Group

Improves transparency and reporting of our social, economic and environmental performance. Members include representatives from Corporate Strategy, Corporate Purchasing, Global Environment, Health and Safety, the Office of Ethics and Compliance, Quality and Regulatory Affairs, Human Resources, Investor Relations and Commercial Operations. In 2008, we reviewed and updated membership of this group to better represent Abbott divisions and worldwide locations.

We attempt to weave our core values and commitment to good citizenship into every facet of our business.

Global Citizenship and Policy Department

The primary catalyst in implementing our citizenship vision, it chairs the Global Citizenship Working Group and reports to a corporate officer who, in turn, reports to the Chairman and CEO.