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Donovan

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PFIZER INC.
CORPORATE GOVERNANCE PRINCIPLES

Role and Composition of the Board of Directors
1. General. The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. It selects the Chief Executive Officer and other members of the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance. The function of the Board to monitor the performance of senior management is facilitated by the presence of non-employee Directors of stature who have substantive knowledge of the Company’s business.
2. Succession Planning. The Board also plans for succession to the position of Chief
Executive Officer as well as certain other senior management positions. To assist the Board, the
Chief Executive Officer annually provides the Board with an assessment of senior managers and their potential to succeed him or her. He or she also provides the Board with an assessment of persons considered potential successors to certain senior management positions.
3. Board Leadership. The independent Directors will annually elect a Chairman of the
Board, who may or may not be the Chief Executive Officer of the Company, based on the recommendation of the Corporate Governance Committee as a result of its annual review of the
Company’s Board leadership structure. If the individual elected as Chairman of the Board is the
Chief Executive Officer, the independent Directors shall also elect a Lead Independent Director. The
Chairman of the Board shall preside at all meetings of the shareholders and of the Board as a whole, as well as over executive sessions of the independent Directors, and shall perform such other duties,

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