36 ELI LILLY AND COMPANY Board Committees of the Board of Directors All six committee charters are available online at Lilly.com/who-we-are/governance, or upon request to the company’s corporate secretary. Key responsibilities of each committee are set forth below. AUDIT COMMITTEE FINANCE COMMITTEE Reviews the company’s financial reports, systems of internal Reviews capital structure and strategies, including dividends, share control, and internal and external audit processes. It has sole repurchases, capital expenditures, investments and borrowings. authority to appoint or replace the company’s independent It makes recommendations to the board on major business auditor and assists the board’s oversight of compliance and risk development and mergers and acquisitions. It also oversees assessment and management. financial risk management policies and practices. Members: Jamere Jackson (Chair), Katherine Baicker, Members: Juan R. Luciano (Chair), Jamere Jackson, Michael L. Eskew, Jackson P. Tai, Karen Walker William G. Kaelin, Jackson P. Tai COMPENSATION COMMITTEE PUBLIC POLICY AND COMPLIANCE COMMITTEE Oversees compensation policies; establishes compensation Oversees the company’s non-financial compliance and ethics and administers benefits programs for executive officers; policies and programs. It also reviews, identifies and, and administers the deferred compensation plans, management when appropriate, brings to the attention of the board political, stock plans and incentive bonus plan. It also oversees succession social and legal trends and issues that may have an impact on management for the CEO and senior executives. the business operations, financial performance or public image Members: Ralph Alvarez (Chair), Michael L. Eskew, of the company. J. Erik Fyrwald, Kathi P. Seifert Members: Katherine Baicker (Chair), Carolyn Bertozzi, Marschall S. Runge, Karen Walker DIRECTORS AND CORPORATE GOVERNANCE COMMITTEE SCIENCE AND TECHNOLOGY COMMITTEE Identifies and recommends to the board candidates for Reviews and makes recommendations regarding the company’s membership on the board and board committees and oversees strategic research goals and objectives and pipeline of potential matters of corporate governance, director independence, new medicines. It also reviews new developments, technologies and director compensation and board performance. trends in pharmaceutical research and development and oversees Members: Michael L. Eskew (Chair), Juan R. Luciano, matters of scientific and medical integrity and risk management. Kathi P. Seifert, Jackson P. Tai Members: William G. Kaelin (Chair), Ralph Alvarez, Carolyn Bertozzi, J. Erik Fyrwald, Marschall S. Runge For more information on the Board of Directors, please see the 2020 Proxy Statement.