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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 10
The primary purpose of the Compensation Committee is to conduct reviews of the Company’s general executive compen-
sation policies and strategies and oversee and evaluate the Company’s overall compensation structure and programs. The
Compensation Committee confirms that total compensation paid to the President and Chief Executive Officer, Executive
Vice President & Chief Financial Officer and those other individuals included in the Summary Compensation Table is rea-
sonable and competitive. All of these individuals are referred to as the NEOs. Responsibilities of the Compensation Com-
mittee include, but are not limited to:
• evaluating and approving goals and objectives relevant to compensation of the President and Chief Executive
Officer and other NEOs, and evaluating the performance of the executives in light of those goals and objectives;
• determining and recommending for approval by the Board of Directors the compensation level of the President
and Chief Executive Officer;
• evaluating and approving compensation levels of the NEOs (and certain other employees);
• evaluating and approving all grants of equity-based compensation to the NEOs (and certain other employees);
• recommending to the Board compensation policies for outside directors;
• providing general compensation oversight on significant issues affecting the Company’s compensation philoso-
phy and/or policies;
• providing input to management on whether compensation arrangements for the NEOs (and certain other employ-
ees) incentivize excessive risk taking;
• reviewing performance-based and equity-based incentive plans for the President and Chief Executive Officer,
other NEOs, and reviewing other benefit programs presented to the Compensation Committee by management;
• reviewing and approving the aggregate amount of dollars, in the case of the annual cash incentive compensation,
and stock options, performance share units and restricted stock units, in the case of the annual long-term incen-
tive compensation, that is available to the Company each year;
• reviewing at least annually the Company’s succession plan relating to NEO positions and make recommendations
to the Board related to the selection of individuals to hold the position of President and Chief Executive Officer;
and
• reviewing and recommending to the Board for approval the annual goals and objectives of the Company as a whole,
which in turn serve as the foundation for incentive compensation.
In August 2008, the Compensation Committee retained, and has continued to utilize throughout 2011, a compensation
consultant from Hay Group for matters related to executive and director compensation. Hay Group is an outside global
human resources consulting firm and does not provide any other services to the Company. Hay Group is asked to provide
independent, third-party advice and expertise in executive compensation issues. The compensation consultant reports
directly to the Committee. Hay Group provides the Compensation Committee with comparative market data and alterna-
tives to consider when making compensation decisions and reviews the recommendations being made by the Company’s
management for executives. The Compensation Committee may retain other consultants and advisors from time to time.
Endo management is required to provide reviews and recommendations for the Compensation Committee’s consideration,
and to manage the Company’s executive compensation programs, policies and governance. Direct responsibilities in this
regard include, but are not limited to:
• providing an ongoing review of the effectiveness of the compensation programs for all employees, including com-
petitiveness, and alignment with the Company’s objectives;
• recommending changes, if necessary, to achieve all program objectives; and
• recommending pay levels, payout and/or awards for NEOs and certain other employees other than the President
and Chief Executive Officer.
The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to the
NEOs.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee during 2011 or as of the date of this Proxy Statement is or has been
an officer or employee of the Company and no executive officer of the Company served on the compensation committee
or board of any company that employed any member of the Company’s Compensation Committee or Board of Directors.
Nominating & Governance Committee
On December 13, 2006, the Board of Directors chartered the Nominating & Governance Committee, which is comprised of
independent directors.
The Nominating & Governance Committee of the Board of Directors identifies and recommends to the Board individuals
qualified to serve as directors of the Company, recommends to the Board directors to serve on committees of the Board
and advises the Board with respect to matters of Board composition and procedures. The Nominating & Governance Com-
mittee also oversees the Company’s corporate governance.
The Nominating & Governance Committee will consider director candidates recommended by stockholders. In considering
candidates submitted by stockholders, the Nominating & Governance Committee will take into consideration the needs of