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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 7
Vote Required
Provided that a quorum is present, the nominees for di-
rector receiving a majority of the votes cast at the Annual
Meeting in person or by proxy will be elected.
Stockholder Communications with Directors
The Board has established a process to receive communications from stockholders. Stockholders may contact any member
or all members of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the
Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to
the Board of Directors or any such individual director or group or committee of directors by either name or title. All such
correspondence should be sent “c/o Corporate Secretary” at Endo, 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317.
All communications received as set forth in the preceding paragraph will be opened by the office of our Secretary for the
sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the
nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the
addressee. In the case of communications to the Board or any group or committee of directors, the Secretary’s office will
make sufficient copies of the contents to send to each director who is a member of the group or committee to which the
envelope or e-mail is addressed.
The Company does not have a policy on director attendance at annual meetings. David P. Holveck, Roger H. Kimmel,
Michael Hyatt, and William P. Montague attended the 2011 Annual Meeting.
Corporate Governance — Board Leadership Structure and Risk Oversight
Board Leadership Structure
We have a board leadership structure under which Mr. Kimmel serves as Chairman of the Board. Following the annual meet-
ing, we will have eight other directors, each of whom is independent with the exception of our President and Chief Executive
Officer, Mr. Holveck. Our Board currently has four standing committees, each of which is comprised solely of independent
directors with a committee chair. In addition, the Board appoints other committees as the Board considers necessary from
time to time.
The Board believes that the Chairman and the role of the President and Chief Executive Officer should be separate and
that the Chairman should not be an employee of the Company. Further, the Board believes this separation serves the
Company’s shareholders best for setting our strategic priorities and executing our business strategy. We believe that our
Board consists of directors with significant leadership, organizational and strategic skills, as discussed above. All of our in-
dependent directors have served as the Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer, or Senior
Executive of other companies. Accordingly, we believe that our independent directors have demonstrated leadership in
large enterprises, many with relevant industry experience, and are well-versed in board processes and corporate gover-
nance. We believe that having directors with such significant leadership skills benefits our Company and our shareholders.
In accordance with our by-laws and our corporate governance guidelines, the Chairman is responsible for chairing Board
meetings and setting the agenda for these meetings. Each director also may suggest items for inclusion on the agenda and
may, at any Board meeting, raise subjects that are not on the agenda for that meeting. As required by our corporate gover-
nance guidelines, our independent directors meet separately, without management present, at each meeting of the Board.
In addition, our Board committees regularly meet without members of management present.
As part of its annual self-evaluation process, the Board evaluates its leadership structure to determine whether the Board
continues to believe that it provides the optimal governance structure and required leadership talent for Endo. We believe
that having a President and Chief Executive Officer for our company with oversight of company operations, coupled with
an experienced independent board Chairman and experienced independent directors, who have appointed four committee
chairs, is the appropriate leadership structure for Endo.
On a regular basis, the Company’s officers who are responsible for monitoring and managing the Company’s risks, includ-
ing our President and Chief Executive Officer, our Chief Operating Officer, our Executive Vice President & Chief Financial
Officer, our Executive Vice President, Chief Legal Officer & Secretary, our Vice President, Controller and Principal Account-
ing Officer and our Senior Director of Internal Audit, make reports to the Audit Committee. The Audit Committee, in turn,
reports to the full Board. While the Audit Committee has primary responsibility for overseeing risk management, our entire
Board is actively involved in overseeing risk management for the Company by engaging in periodic discussions with Com-
pany officers as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its
respective areas of responsibility.
The Board of Directors recommends a vote
FOR the election of these nominees for
election as directors.