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Nominating and Governance Committee Charter Quicklinks
Preamble
Purpose of the Committee
Composition and Organization
Meetings
Responsibilities and Duties


I. PREAMBLE

The Board of Directors of Wyeth (the "Corporation") recognizes its oversight and guidance role within Wyeth. The Nominating and Governance Committee is a key committee utilized by the Board of Directors of Wyeth in the fulfillment of this oversight and guidance role.

II. PURPOSE OF THE COMMITTEE

The Nominating and Governance Committee shall provide support for the governance role of the Board of Directors of Wyeth in reviewing and making recommendations on the composition of the Board of Directors, periodically assessing the functioning of the Board of Directors and its Committees, reviewing and making recommendations regarding non-employee director compensation, and making recommendations to the Board of Directors regarding corporate governance matters and practices. The Nominating and Governance Committee will fulfill these responsibilities and duties primarily by carrying out the activities enumerated in this Charter.

III. COMPOSITION AND ORGANIZATION

The Nominating and Governance Committee shall be comprised of three or more directors as determined by the Board of Directors of the Corporation, each of whom shall be an independent director of the Corporation and shall meet the applicable independence requirements of the New York Stock Exchange and shall be selected and retained in compliance with all applicable rules, regulations and statutes. The Nominating and Governance Committee members shall be appointed for one-year terms at the annual meeting of the Board of Directors and shall serve until a replacement for each member is duly elected and qualified or until such member's resignation or removal from the Board of Directors or the Nominating and Governance Committee. The members of the Nominating and Governance Committee may be removed, with or without cause, by a majority vote of the Board of Directors. The Chairman of the Nominating and Governance Committee shall be designated by the Board of Directors. The Nominating and Governance Committee may form and delegate authority to subcommittees in compliance with the applicable law when deemed appropriate by the Nominating and Governance Committee.

IV. MEETINGS

The Nominating and Governance Committee shall meet as needed at stated times without notice, or on notice to all members by the Chairman or one of the other members of the Nominating and Governance Committee, the Chairman or a Vice Chairman of the Board of Directors, the President, or an Executive Vice President of the Corporation. The Nominating and Governance Committee shall hold executive sessions as necessary and/or as convened by the Chairman of the Nominating and Governance Committee. A majority of the Nominating and Governance Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Nominating and Governance Committee, except with respect to recommendations of nominees for election as Directors, which action shall be unanimous. The Nominating and Governance Committee may also take action by unanimous written consent or by conference communication by means of telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. The Nominating and Governance Committee shall keep a record of its actions and proceedings, and the Chairman of the Nominating and Governance Committee shall make a report thereof from time to time to the Board of Directors.

V. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Nominating and Governance Committee, acting in conjunction with the Chairman of the Board at such times as the Committee deems appropriate, shall:

  1. With respect to the selection of Directors, establish criteria and procedures for identifying candidates for the Board of Directors; periodically identify and review potential candidates, including those submitted in accordance with the By-Laws or proxy materials of the Corporation and recommend to the Board of Directors nominees for election as Directors of the Corporation; and have the sole authority to hire and terminate the services of any search firm used in the identification of director candidates and approve such search firm's fees and other terms and conditions of such engagement.

  2. With respect to the functioning of the Board of Directors and the Committees of the Board of Directors,

    • Review and make recommendations to the Board of Directors concerning the types, duties, functions, size, operation and membership of Committees of the Board of Directors;

    • Conduct a review and evaluation annually of the functioning of the Nominating and Governance Committee in such manner as it deems appropriate;

    • In consultation with the full Board of Directors, conduct a review and evaluation annually of the functioning of the standing Committees in such manner as the Nominating and Governance Committee deems appropriate.

    • In consultation with the full Board of Directors, conduct a review and evaluation annually of the functioning of the Board of Directors in such manner as the Nominating and Governance Committee deems appropriate.

  3. With respect to compensation for non-employee members of the Board of Directors, review and recommend to the Board of Directors the amount and form of annual retainer, meeting fees, and other direct and indirect compensation and benefits to be paid or made available to Directors of the Corporation; provided that the review and approval of any Board equity compensation plans shall be the responsibility of the Compensation and Benefits Committee of the Board of Directors in accordance with the terms of its Charter.

  4. Develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Corporation and from time to time, as the Nominating and Governance Committee shall deem appropriate, make other recommendations to the Board of Directors regarding other governance matters and practices for inclusion in the corporate governance principles or otherwise, as appropriate.

  5. Perform any other activities consistent with this Charter and the Corporation's By-Laws as the Nominating and Governance Committee, the Board of Directors, the Chairman of the Board of Directors and/or the Chief Executive Officer of the Corporation, if not the Chairman, deems necessary or appropriate.

  6. Review and reassess, at least annually the adequacy of this Charter and the charters of all the other Committees of the Board of Directors and recommend to the Board of Directors for its consideration any improvements in this Charter or the charters of the other Committees that the Nominating and Governance Committee deems necessary or appropriate.

Effective as of February 23, 2006; amended as of February 23, 2006, March 3, 2005 and January 30, 2003; adopted by the Board of Directors on September 20, 2001.

Committee Members
Chairperson John P. Mascotte
Committee Member John D. Feerick
Committee Member Frances D. Fergusson, Ph.D.
Committee Member Robert Langer, Sc.D.
Committee Member Mary Lake Polan, M.D., Ph.D., M.P.H.
Committee Member Walter V. Shipley
   
 

Legend
Committee Chair = Chairperson
Committee Member = Member
 

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