CORPORATE GOVERNANCE AT ZOETIS
Since the initial public offering of our stock in 2013, seven directors have been
elected to our Board: Sanjay Khosla, Robert W. Scully, Louise M. Parent, Willie M. Reed, William F. Doyle (director from February 3, 2015 through May 11, 2016), Paul M. Bisaro and Linda Rhodes. Dr. Rhodes was identified as a
potential director candidate by an executive officer of the company. The Corporate Governance Committee also retained a third-party search firm that worked with the Committee to identify other director prospects, vet director candidates, verify
candidate credentials, and assess interest and willingness to serve on the Zoetis Board.
BOARD REFRESHMENT
Board development and director succession is an integral part of the companys long-term strategy. Our Board maintains a rigorous board refreshment process,
spearheaded by the Corporate Governance Committee, focused on identifying and evaluating potential board candidates. Information about how we select our director nominees can be found in the section titled Director Nominations.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Under our Corporate Governance Principles, our CEO is responsible for establishing effective communications with the companys stakeholder groups, including
shareholders, customers, employees, communities, suppliers, creditors, governments, corporate partners and other interested parties. While it is our policy that management speaks for the company,
non-employee
directors, including the Board Chair, may meet with stakeholders, but in most circumstances such meetings will be held with management present.
Stakeholders and
other interested parties may communicate with the following Board and committee Chairs at the following email addresses:
Stakeholders and other interested parties may also write to any of our outside directors, including the Board and committee Chairs,
by directing the communication to Katherine H. Walden, Vice President, Chief Governance Counsel and Assistant Secretary, Zoetis Inc., 10 Sylvan Way, Parsippany, NJ 07054.
Communications are distributed to the Board, or to any individual director as appropriate, depending on the facts and circumstances outlined in the communication, but
excluding spam, junk mail and mass mailings, product complaints, product inquiries, new product suggestions, job inquiries, surveys and business solicitations or advertisements. Material that is unduly hostile, threatening, illegal or similarly
unsuitable will also be excluded. However, any communication that is filtered out under our policy will be made available to any director upon his or her request.
ATTENDANCE OF DIRECTORS AT ANNUAL MEETING OF SHAREHOLDERS
We believe that it is important for directors to directly hear concerns
expressed by stakeholders and other interested parties. It is our policy that all Board members are expected to attend the Annual Meeting of Shareholders. All Board members attended our 2017 Annual Meeting of Shareholders.
CODE OF ETHICS
All of our employees, including
our CEO, Chief Financial Officer and Controller, are required to abide by our policies on business conduct to ensure that our business is conducted in a consistently legal and ethical manner. A copy of the Code of Conduct can be found on our website
www.zoetis.com under
About UsCorporate Compliance
. We have also
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ZOETIS 2018 PROXY STATEMENT
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