Governance, Ethics & Compliance

Building Trust

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 this ethical expectation.

Corporate Governance

Abbott has long practiced strong, independent corporate governance. This is an essential step in building trust among stakeholders, particularly investors. Among the criteria for board members are a global business perspective and a commitment to global citizenship. We have a history of maintaining the independence of the majority of our Board of Directors. Twelve of the thirteen are independent and elected annually through majority voting, which means shareholders exercise considerable influence over board composition. In 2007, two new directors were elected.

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 the CEO annually.

For more details on Abbott's governance profile, visit www.abbott.com/global.

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.

Details on Abbott's corporate governance structure and committees are available at www.abbottinvestor.com.