Corporate Responsibility and Compliance Committee of
the Board of Directors Charter
The Corporate Responsibility and Compliance Committee (the "Committee") of the Board of Directors ("Board") assists the Board in overseeing the Company's affairs in the area of corporate responsibility and compliance.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company's certificate of incorporation or bylaws or by the Board.
The Committee shall be composed of at least three (3) members of the Board, one of whom shall be designated by the Board as the Chair.
Meetings and Procedures
The Committee shall hold at least three (3) regularly scheduled meetings each year.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, outside advisors to provide independent advice to the Committee.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall be responsible for:
1. Reviewing the Company's programs in the area of corporate responsibility, including without limitation, ethical conduct, environmental protection, health and safety, human resources, and government affairs.
2. Overseeing the Company's Corporate Compliance Program.
3. Monitoring political, social and environmental trends and public policy issues that may affect the Company's business or public image.
4. Reviewing the Company's political activities, including political contributions and the Company's positions with respect to pending legislative and other initiatives.
5. Reviewing and advising on the Company's charitable contributions and the Amgen Foundation.
6. Monitoring compliance with code(s) of conduct applicable to officers and employees of the Company.
7. Conducting an annual evaluation of the effectiveness of the Committee.
Committee shall review and reassess the Committee's charter on a periodic basis
and submit any recommended changes to the Board for its consideration.
The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.