Name Age Position
Dr James Cavanaugh 68 Non-executive Chairman Matthew Emmens 53 Chief Executive Officer Angus Russell 49 Chief Financial Officer
Dr Barry Price 61 Senior Non-executive Director Ronald Nordmann 63 Non-executive Director The Hon. James Andrews Grant 67 Non-executive Director Robin Buchanan 52 Non-executive Director
David Kappler 57 Non-executive Director
Executive Officers of the Company
Name Age Position
Matthew Emmens 53 Chief Executive Officer Angus Russell 49 Chief Financial Officer
Tatjana May 40 General Counsel and Executive Vice President Global Legal Affairs Dr Eliseo Salinas 49 Chief Scientific Officer and Executive Vice President of Global R&D John Lee 54 Executive Vice President Global Supply Chain & Quality
Joseph Rus 59 Executive Vice President and General Manager, International Greg Flexter 49 Executive Vice President and General Manager, North America Anita Graham 33 Executive Vice President Global Human Resources
Barbara Deptula 50 Executive Vice President of Business Development There is no family relationship between or among any of the directors or executive officers.
The Company’s directors, including non-executive directors (NEDs), are subject to the "retirement by rotation" provisions of the Company’s Articles of Association. These are designed to ensure that all directors are re-elected by shareholders at least every three years, a common practice for UK public companies.
In addition to the requirements of the Articles of Association, the non-executive directors are appointed to office pursuant to individual letters of appointment for a term of two years, subject to invitation to serve further terms at the discretion of the Board. At the expiration of the two-year term, the NEDs are not required to be re-elected by shareholders (unless the expiration of the term coincides with a particular NEDs turn to retire by rotation), but may be re-appointed by the Board. The current two-year terms of the NEDs are as set out below:
Name Date of Term Expiration
Dr James Cavanaugh March 23, 2007
Dr Barry Price January 24, 2006
Ronald Nordmann December 22, 2005
The Hon. James Andrews Grant May 10, 2005
Robin Buchanan July 29, 2005
Biographical details of directors and executive officers of the Company
Dr James Cavanaugh joined the Board of Shire on March 24, 1997 and was appointed as Chairman with effect from
May 11, 1999. Dr Cavanaugh is a general partner of HealthCare Partners, the General Partner of HealthCare Ventures, a venture capital fund devoted exclusively to health care. Formerly he was President of SmithKline & French Laboratories, the US pharmaceutical division of SmithKline Beecham Corporation. Prior to that, he was President of SmithKline Beecham Corporation’s clinical laboratory business and, before that, President of Allergan International. Prior to his industry experience, Dr Cavanaugh served as Deputy Assistant to the President of the US on the White House Staff in Washington, DC. He is non-executive Chairman of Diversa Corporation and Vicuron, Inc. and a non- executive director of MedImmune Inc. and Advancis Pharmaceutical Corporation. Dr Cavanaugh was a member of the Remuneration Committee throughout 2004 and a member of the Audit Committee until November 2004. He acted as Chairman of the Nomination Committee throughout 2004.
Matthew Emmens joined Shire as Chief Executive Officer and member of the Board of Shire on March 12, 2003. Mr
Emmens began his career in international pharmaceuticals with Merck & Co, Inc. in 1974. There he held a wide range of sales, marketing and administrative positions before volunteering in 1992 to help establish Astra Merck, the joint venture between Merck and Astra AB of Sweden. He later became President and Chief Executive Officer. In 1999 he joined Merck KGaA and established EMD Pharmaceuticals, the company’s US prescription pharmaceutical business. He was later promoted to President of the global prescription business and lived in Germany. Mr Emmens is a graduate of Fairleigh Dickinson University (New Jersey, USA) with a BS in Business Management. Mr Emmens is a member of the Board of Directors, and chairman of the Executive and Portfolio Committees.
Angus Russell joined Shire in 1999 as Group Finance Director. Mr Russell previously worked for ICI, Zeneca and
AstraZeneca. His last position was Vice President - Corporate Finance at AstraZeneca PLC. Prior to this, he held a number of positions within the Zeneca Group from 1993 until 1999 including Group Treasurer, and before that in ICI from 1980 until 1992. Mr Russell is a chartered accountant, having qualified with Coopers & Lybrand, and is a fellow of the Association of Corporate Treasurers. Mr Russell is a member of the Executive Committee. He is also a non- executive director of the City of London Investment Trust plc.
Dr Barry Price joined the Board of Shire on January 16, 1996 having spent 28 years with Glaxo holding a succession of
executive positions with Glaxo Group Research. He is Chairman of Antisoma plc and also Biowisdom Ltd and is on the board of directors of Pharmagene plc. Dr Price was Chairman of the Remuneration Committee and a member of both the Audit Committee and the Nomination Committee in 2004.
Ronald Nordmann joined the Board of Shire on December 23, 1999 having previously served as a non-executive
director of Roberts Pharmaceutical Corporation since May 1999. Mr Nordmann has been a financial analyst in healthcare equities since 1971. From September 1994 to January 2000 he was an analyst and partner at Deerfield Management. He is currently Co-President of Global Health Associates and has held senior positions with PaineWebber, Oppenheimer & Co., F Eberstadt & Co., and Warner-Chilcott Laboratories, a division of Warner-Lambert. Mr Nordmann received his undergraduate degree from The Johns Hopkins University and an MBA from Fairleigh Dickinson University. Mr Nordmann is also a director of Guilford Pharmaceuticals Inc., Neurochem Inc. and Par Pharmaceuticals, Inc. Mr Nordmann was Chairman of the Audit Committee until July 2004 and he remains a member of that Committee. He was a member of the Nomination Committee throughout 2004 and he became a member of the Remuneration Committee in April 2004.
The Hon James Grant joined the Board of Shire on May 11, 2001 as a non-executive Director. Prior to its merger with
Shire, Mr Grant had been a director of BioChem Pharma Inc. since 1986. He is a partner and Chair Emeritus with the law firm Stikeman Elliott in Montreal. Mr Grant sits on the boards of two Canadian public corporations, in addition to other private corporations and foundations and councils that are not-for-profit organizations. He attended McGill University receiving a BA in arts in 1958 and a BCL in Law in 1961. Mr Grant was a member of the Nomination Committee in 2004.
Robin Buchanan joined the Board of Shire on July 30, 2003. He is the Senior Partner of the UK operations and
Director of the global business consultants Bain & Company Inc. and a member of the firm’s worldwide management committee. Prior to his career with Bain & Company Inc., Mr Buchanan worked for American Express International Banking Corporation in New York, McKinsey & Company and Deloitte & Touche where he qualified as a Chartered Accountant (FCA). Mr Buchanan currently serves as a non-executive director of Liberty International plc. Mr Buchanan has an MBA with Distinction (Baker Scholar) from Harvard Business School. Mr Buchanan was a member of the Remuneration Committee in 2004.
David Kappler joined the Board of Shire as a non-executive Director on April 5, 2004. Mr Kappler retired as Chief
Financial Officer of Cadbury Schweppes plc, the FTSE and NYSE listed global confectionery and beverages group in April 2004, having held that position since 1995. He worked for the Cadbury Schweppes group between 1965 and 1984
1995 he held a number of senior positions in Cadbury Schweppes, including Director of Corporate Finance. Mr Kappler has served on a number of other boards around the world in which Cadbury Schweppes held interests. He was a director of Camelot Group plc from 1996 to 2002 and he currently serves as a non-executive director and Chairman of the Audit Committee at HMV Group plc and Intercontinental Hotels Group plc. Additionally, he is non-executive Chairman at Premier Foods plc. Mr Kappler is a fellow of the Chartered Institute of Management Accountants. Mr Kappler became a member of Shire’s Audit Committee upon his appointment to the Board and took over the Chairmanship of that Committee in July 2004.
Tatjana May joined Shire in 2001 from AstraZeneca plc (formerly Zeneca Group) where she occupied the position of
Assistant General Counsel in Corporate Headquarters. Prior to joining AstraZeneca in 1995, Ms May worked at Slaughter and May.
Dr Eliseo Salinas joined Shire in June 2004 from Wyeth Research, one of the world’s leading pharmaceutical
companies, where he was Head of Global Central Nervous Systems and Vice President for Regional Clinical Research & Development.
John Lee joined Shire in April 2000 from Schwarz Pharma, where he was Vice President, Operations. Prior to this he
held supply chain responsibilities for Central Pharmaceuticals, The Vitarine Company (now Eon) and Glenwood Laboratories. He brought with him 31 years experience in the Pharmaceutical Industry.
Joseph Rus joined Shire in 1999 following more than 25 years experience with other leading international
pharmaceutical companies both in Canada and abroad. With the merger of Shire Pharmaceuticals and BioChem Pharma in May 2001, he was appointed President and CEO of Shire BioChem Inc.
Greg Flexter joined Shire in April 2001 from Novartis Pharmaceuticals where he was Vice President and Head of the
Neuroscience Business Unit with accountability for US Marketing, Sales and Medical Research. Mr Flexter brought with him over 22 years of experience in global and domestic marketing, business development and R&D and is also a qualified pharmacist.
Anita Graham joined Shire in January 2004 from Cytyc Corporation where she occupied the position of Vice President
of Human Resources. Prior to this, she held senior HR positions with Serono, Inc. and Scudder Kemper Investments, Inc (now part of Deutsche Bank). Her experience spans all aspects of HR including managing mergers and acquisitions, organizational development, employee relations and compensation and benefits. She has worked both in Europe and in the United States.
Barbara Deptula joined Shire in September 2004 from Sicor Inc where she occupied the position of President of the
biotechnology division. Prior to joining Sicor, Ms Deptula was the Senior Vice President for commercial and product development at Coley Pharmaceutical Group in Wellesley, MA with responsibility for key operations and business development activities. She has held various senior management positions focused on licensing and business development with US Bioscience, Schering-Plough, American Cyanamid, and Genetics Institute.
Audit Committee and Audit Committee Financial Expert
Shire has a separately designated standing Audit Committee. The members of the Audit Committee are David Kappler, Ronald Nordmann and Dr. Barry Price.
The Board of Directors has determined that David Kappler is the serving member of the Audit Committee who is an Audit Committee financial expert and that he is independent as defined under applicable SEC rules. A description of Mr Kappler’s relevant experience is provided above.
Code of Ethics
Shire’s Board of Directors has adopted a Code of Ethics that applies to all its directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and Group Financial Controller. The Code of Ethics is posted on Shire’s internet website at www.shire.com.