Our Corporate Governance Principles: Frequently Asked Questions

• How do I contact members of the Board of Directors?
• What does the Corporate Governance Committee look for when reviewing candidates recommended by shareholders?
• Are most of your Directors independent? Where can I find Pfizer’s standards for Director independence?
• Do the outside members of the Board meet in executive session, without any members of Pfizer management present?
• Are the roles of Chairman and CEO split or combined at Pfizer?
• Is Pfizer compliant with Sarbanes Oxley and New York Stock Exchange listing standards?
• Do officers and Directors at Pfizer abide by a code of business conduct and ethics?
• How do I nominate someone for the board or submit a shareholder proposal?
• How many Directors are on the Pfizer board and how long is the term of each Director?

How do I contact members of the Pfizer Board of Directors?

Shareholders may communicate with the Chairs of the Audit Committee, Compensation Committee or Corporate Governance Committee by sending an email to: auditchair@pfizer.com; compchair@pfizer.com; corpgovchair@pfizer.com, or with our Lead Independent Director by sending an email to: leaddirector@pfizer.com

Shareholders may also write to the Lead Independent Director, any of the committee Chairs or to the outside Directors as a group at the following address:
Attn: Matthew Lepore, Vice President and Corporate Secretary, Chief Counsel — Corporate Governance
Pfizer Inc.
235 East 42nd Street
New York, New York 10017

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What does the Corporate Governance Committee look for when reviewing candidates recommended by shareholders?

The Corporate Governance committee looks at the level of qualifications and expertise in various disciplines represented by the current board to determine if there is a need to further enhance the composition of the board to fulfill a specific need. In reviewing candidates recommended by shareholders, the board has established guidelines in the Criteria for Board Membership

Learn more about Criteria for Board Membership.
Visit the Corporate Governance Committee

Are most of your Directors independent? Where can I find Pfizer´s standards for Director independence?

The Board of Directors has determined that every Director with the exception of Mr. Read, our current Chairman of the Board and Chief Executive Officer is independent under New York Stock Exchange Listing Standards and Pfizer Director Qualification Standards.

Do the outside members of the Board meet in executive session, without any members of Pfizer management present?

Executive sessions or meetings of outside Directors without management are held regularly (at least four times a year). The Lead Independent Director presides over the executive sessions. The Board can also hold an Executive Session in conjunction with any regular board meeting, and any board member can call an additional executive session by contacting the Chair of the Corporate Governance Committee.

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Are the roles of Chairman and CEO split or combined at Pfizer?

On December 12, 2011 the Pfizer Board of Directors named Ian C. Read as Chairman of the Board and Chief Executive Officer of Pfizer Inc. Mr. Read succeeds George A. Lorch as Chairman of the Board. The board named Mr. Lorch as Lead Independent Director.

Is Pfizer compliant with Sarbanes Oxley and New York Stock Exchange listing standards?

While Sarbanes Oxley and the New York Stock Exchange have put forth rules and regulations that have clearly raised the bar in the corporate governance area, Pfizer has followed the vast majority of these practices for years. We added some additional procedures to document internal systems, but most practices have been solidly in place for some time.
For example:

• Pfizer has always disclosed its processes on nominating Directors and communicating with shareholders.
• Pfizer has included all three Charters for the Audit, Compensation and Corporate Governance Committees, as well as its Corporate Governance Principles, in the proxy for many years.
• Pfizer’s corporate governance Web site, which has been hailed as a model, has been at the forefront of transparency and accountability well before the current mandated disclosure guidelines were implemented.
• Pfizer implemented two-day electronic filing of SEC Form 4s (officer and Director purchase and sales of company stock) a full year before the SEC made this a mandatory filing requirement.

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Do officers and Directors at Pfizer abide by a code of business conduct and ethics?

All of our colleagues, including our Chairman of the Board and Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, are required to share the privilege and responsibility of upholding the Companies honorable reputation and have been guided for decades by our Standards of Business Conduct, to ensure that our business is conducted in a consistently legal and ethical manner. These Standards form the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and an abiding belief in the integrity of our employees.

The members of our Board of Directors are required to comply with the letter and spirit of the Code of Business Conduct and Ethics for Directors (the Code). The Code covers all areas of professional conduct relating to service on the Pfizer Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict maintenance of confidential information, compliance with all applicable laws and regulations, and oversight of ethics and compliance by employees of the Company.

How do I nominate someone for the Pfizer Board or submit a shareholder proposal?

Under the rules of the SEC, if a shareholder wants us to include a proposal in our proxy Statement and form of proxy for presentation at our 2012 Annual Meeting of Shareholders, the proposal must be received by us at our principal executive offices at 235 East 42nd Street, New York, NY 10017-5755 by November 23, 2011. The proposal should be sent to the attention of the Secretary of the Company.

Under our By-laws, certain procedures are provided that a shareholder must follow to nominate persons for election as Directors or to introduce an item of business at an Annual Meeting of Shareholders. These procedures provide that nominations for Director nominees and/or an item of business to be introduced at an Annual Meeting of Shareholders must be submitted in writing to the Secretary of the Company at our principal executive offices. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2012 Annual Meeting:

• if the 2012 Annual Meeting is being held within 25 days before or after the anniversary of the date of this year's Annual Meeting (April 28, 2011), we must receive notice not less than 90 days nor more than 120 days in advance of the anniversary of the 2011 Annual Meeting; or
• 10 days following the date on which notice of the date of the 2012 Annual Meeting is mailed or the public disclosure of the date of the 2012 Annual Meeting is made, whichever first occurs.

For any other meeting, the nomination or item of business must be received by the tenth day following the date of public disclosure of the date of the meeting.

Our Annual Meeting of Shareholders is generally held on the fourth Thursday of April. Assuming that our 2012 Annual Meeting is held on schedule, we must receive notice of your intention to introduce a nomination or other item of business at that Meeting between December 30, 2011 and January 30, 2012. If we do not receive notice during that time period, or if we meet certain other requirements of the SEC rules, the persons named as proxies in the proxy materials relating to that Meeting will use their discretion in voting the proxies when any such matters are raised at the Meeting.

The nomination must contain the following information about the nominee (amongst other information, as specified in the By-laws):

• name;
• age;
• business and residence addresses;
• principal occupation or employment;
• the class and number of shares of capital stock owned (beneficially and of record) by the nominee;
• the information that would be required under the rules of the SEC in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election as directors pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder; and
• a signed consent of the nominee to serve as a Director of the Company, if elected.

Notice of a proposed item of business must include (amongst other information, as specified in the By-laws):

• a brief description of the substance of, and the reasons for conducting, such business at such Meeting; and
• as to the stockholder proponent and the beneficial owner, if any, on whose behalf the proposal is being made:
  
  • the name and address of each such person and of any holder of record of the stockholder proponent's shares as they appear on our records;
  • the class and number of all shares of capital stock owned by each such person (beneficially and of record) (with supporting documentation where appropriate);
  • any material interest of each such person, or any affiliates or associates of each such person, in such business; and
  • any other information relating to each such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by each such person with respect to the proposed business to be brought by each such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

How many Directors are on the Pfizer board and how long is the term of each Director?

Our Board of Directors currently has 15 members. Each of these Board members stands for election by the shareholders on an annual basis. Each elected Director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement.

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