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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 9
A discussion of our current related person transactions appears in this Proxy Statement under “TRANSACTIONS WITH
RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS.”
Committees of the Board of Directors
The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating & Governance Com-
mittee as well as a Transactions Committee. The following table shows the directors who are currently members or Chair-
man of each of these committees.
Audit Committee
The Audit Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board of
Directors. In addition, the Audit Committee reviews, acts on and reports to the Board of Directors with respect to various
auditing and accounting matters, including the selection of the Company’s independent registered public accounting firm,
the scope of the annual audits, fees to be paid to the independent registered public accounting firm, the performance of the
Company’s independent registered public accounting firm and the accounting practices of the Company and the Compa-
ny’s internal controls and legal compliance functions. The Audit Committee operates pursuant to a written charter adopted
by the Board of Directors, which is available on the Company’s website at www.endo.com, under “Investors-Corporate
Governance-Audit Committee.” The charter describes the nature and scope of responsibilities of the Audit Committee.
Management of the Company has the primary responsibility for the Company’s financial reporting process, principles and
internal controls as well as preparation of its financial statements. The Company’s independent registered public account-
ing firm is responsible for performing an independent audit of the Company’s financial statements and expressing an opin-
ion as to the conformity of such financial statements with accounting principles generally accepted in the United States.
Messrs. Kimmel, Delucca, Montague and Spengler currently serve as members of the Audit Committee and subject to their
election at the 2012 Annual Meeting, the Board of Directors currently expects to reappoint Messrs. Kimmel, Delucca, Mon-
tague and Spengler as members of the Audit Committee, effective May 23, 2012. Between January 1, 2011 and December
31, 2011, the Audit Committee met 11 times, including periodic meetings held separately with management, the Company’s
internal auditors and the independent registered public accounting firm. Subject to his election at the 2012 Annual Meet-
ing, the Board currently expects to reappoint Mr. Delucca as Chair of the Audit Committee. The Board has determined
that Mr. Delucca is a “financial expert”, as defined by the SEC regulations, and he has the related financial management
expertise within the meaning of the NASDAQ rules. The Board of Directors has determined that Messrs. Kimmel, Delucca,
Montague and Spengler are “independent” and financially literate in accordance with the criteria established by the SEC
and the NASDAQ.
Compensation Committee
The Compensation Committee of the Board of Directors determines the salaries and incentive compensation of the execu-
tive officers of the Company and provides broad guidance regarding the salaries and incentive compensation of the other
employees of the Company. The Compensation Committee also reviews and acts on any recommendations of the Com-
pany’s management for awards granted under the Endo Pharmaceuticals Holdings Inc. 2010 Stock Incentive Plan. The cur-
rent members of the Compensation Committee are Messrs. Delucca, Nash, Scodari and Spengler and Dr. Hutson. Subject
to their election at the 2012 Annual Meeting, the Board of Directors currently expects to reappoint Messrs. Delucca, Nash,
Scodari and Spengler and Dr. Hutson as members of the Compensation Committee and to re-appoint Mr. Scodari as Chair
of the Compensation Committee, effective May 23, 2012. Each of Messrs. Delucca, Nash, Scodari and Spengler and Dr.
Hutson is “independent” in accordance with the criteria established by the SEC and the NASDAQ. Between January 1, 2011
and December 31, 2011, the Compensation Committee met 8 times. The Compensation Committee operates pursuant to a
written charter adopted by the Board of Directors, which is available on the Company’s website at www.endo.com, under
“Investors-Corporate Governance-Compensation Committee.” The charter describes the nature and scope of responsibili-
ties of the Compensation Committee.
Name Audit Committee
Compensation
Committee
Nominating &
Governance
Committee
Transactions
Committee
Roger H. Kimmel Member - Chairman Member
John J. Delucca Chairman Member - -
David P. Holveck - - - -
Nancy J. Hutson, Ph.D. - Member Member Member
Michael Hyatt - - Member Chairman
William P. Montague Member - Member Member
David B. Nash, M.D., M.B.A. - Member - -
Joseph C. Scodari - Chairman - Member
William F. Spengler Member Member - -