CORPORATE GOVERNANCE AT ZOETIS
CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES
DIRECTOR INDEPENDENCE
It is the policy
of our company, and a requirement under New York Stock Exchange (NYSE) listing standards, that a majority of our Board consists of independent directors. To assist it in determining director independence, our Board has adopted
categorical independence standards, referred to as our Director Qualification Standards, which meet the independence requirements of the NYSE. Our Director Qualification Standards can be found on our website at www.zoetis.com under About
UsCorporate Governance.
To be considered independent under our Director Qualification Standards, a director must be determined by our Board to
have no material relationship with the company other than as a director. In addition, under our Director Qualification Standards, a director is not independent if the director is, or has been within the last three years, an employee of the company
or an employee of any subsidiary of the companys consolidated group for financial reporting.
From January 1, 2019 to October 1, 2019, our Board of
Directors consisted of eleven directors: Juan Ramón Alaix, Paul M. Bisaro, Frank A. DAmelio, Sanjay Khosla, Michael B. McCallister, Gregory Norden, Louise M. Parent, Willie M. Reed, Linda Rhodes, Robert W. Scully and William C. Steere,
Jr. On October 2, 2019, the Board was expanded in size to twelve directors and Kristin C. Peck was elected to serve on our Board.
On February 11, 2020,
our Board completed its annual review of director independence and affirmatively determined that Ms. Parent, Dr. Reed, Dr. Rhodes, and Messrs. Bisaro, DAmelio, Khosla, McCallister, Norden, Scully and Steere are independent under
NYSE listing standards and our Director Qualification Standards. The only non-independent directors under NYSE listing standards and our Director Qualification Standards are Mr. Alaix, due to his prior
employment as the companys CEO and current service as an advisor to the company through December 31, 2020, and Ms. Peck, due to her current employment as the companys CEO and prior service as a Zoetis executive officer.
BOARD LEADERSHIP STRUCTURE
Our Corporate
Governance Principles, which can be found on our website at www.zoetis.com under About UsCorporate Governance, provide the Board flexibility in determining its leadership structure. Currently, Kristin C. Peck serves as our CEO and
Michael B. McCallister serves as Chairman of our Board. The Board believes that this leadership structure, which separates the CEO and the Board Chair roles, is optimal at this time because it allows Ms. Peck to focus on operating and managing
our company, while Mr. McCallister can focus on the leadership of the Board. The Board Chair presides over all meetings of our shareholders and of the Board as a whole, including its executive sessions, and performs such other duties as may be
designated in our By-laws or by the Board. The Board periodically evaluates our leadership structure and will determine whether continuing the separate roles of CEO and Board Chair is in the best interest of
the company and its shareholders based on circumstances existing at the time.
DIRECTOR ATTENDANCE
During 2019, our Board met ten times. Each of our directors attended at least 75% of the meetings of the Board and Board committees on which he or she served during
2019.
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ZOETIS 2020 PROXY STATEMENT
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