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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 11
the Board and the qualifications of the candidate. The Nominating & Governance Committee may also take into consider-
ation the number of shares held by the recommending stockholder and the length of time that such shares have been held.
To have a candidate considered by the Nominating & Governance Committee, a stockholder must submit the recommen-
dation in writing and must include the following information:
• The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of
shares owned and the length of time of ownership; and
• The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the
Company and the person’s consent to be named as a director if selected by the Nominating & Governance Com-
mittee and nominated by the Board.
The stockholder recommendation and information described above must be sent to the Secretary at Endo, 100 Endo Bou-
levard, Chadds Ford, Pennsylvania 19317, and must be received by the Secretary not less than 120 days prior to the anni-
versary date of the Company’s most recent annual meeting of stockholders.
While the Board does not have a formal policy with respect to diversity, the Board of Directors and the Nominating &
Governance Committee advocate diversity in the broadest sense. We believe that it is important that nominees for the
Board represent diverse viewpoints and have diverse backgrounds. The Nominating & Governance Committee looks at a
broad array of qualifications and attributes including: experience, skills, expertise, and personal and professional integrity,
character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such
other relevant factors that the Nominating & Governance Committee considers appropriate in the context of the needs of
the Board of Directors. Although not specified in the charter, the Committee actively considers ethnicity and gender when
selecting candidates so that additional diversity may be represented on the Board.
The Nominating & Governance Committee identifies potential nominees by asking current directors and executive officers
to notify the Nominating & Governance Committee if they become aware of persons meeting the criteria described above.
The Nominating & Governance Committee also, from time to time, may engage firms that specialize in identifying director
candidates. As described above, the Nominating & Governance Committee will also consider candidates recommended by
stockholders.
Once a person has been identified by the Nominating & Governance Committee as a potential candidate, the Nominat-
ing Committee may collect and review publicly available information regarding the person to assess whether the person
should be considered further. If the Nominating & Governance Committee determines that the candidate warrants further
consideration, the Chairman or a member of the Nominating & Governance Committee contacts the person. Generally, if
the person expresses a willingness to be considered and to serve on the Board, the Nominating & Governance Committee
requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of
any other candidates that the Nominating & Governance Committee might be considering, and conducts one or more inter-
views with the candidate. Generally, Nominating & Governance Committee members may conduct additional due diligence
of the candidate. The Nominating & Governance Committee’s evaluation process does not vary based on whether or not a
candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number
of shares held by the recommending stockholder and the length of time that such shares have been held.
The current members of the Nominating & Governance Committee are Messrs. Kimmel, Hyatt and Montague and Dr. Hut-
son. The Board has elected Mr. Kimmel as Chairman of the Nominating & Governance Committee. Between January 1,
2011 and December 31, 2011, the Nominating & Governance Committee met 6 times. Subject to their election at the 2012
Annual Meeting, the Board of Directors currently expects to reappoint Messrs. Kimmel, Hyatt and Montague and Dr. Hut-
son as members of the Nominating & Governance Committee and to re-appoint Mr. Kimmel as Chair of the Nominating
& Governance Committee, effective May 23, 2012. The Board of Directors has determined that all of the members of the
Nominating & Governance Committee are “independent” in accordance with the criteria established by the SEC and the
NASDAQ. The Nominating & Governance Committee operates pursuant to a written charter adopted by the Board of Direc-
tors, which is available on the Company’s website at www.endo.com, under “Investors-Corporate Governance-Nominating
& Governance Committee.”
Transactions Committee
On July 31, 2007, the Board of Directors formed a Transactions Committee to provide advice and guidance to the Com-
pany’s management in connection with the exploration of strategic acquisition and licensing opportunities as well as any
overture for merger with the Company, or sale of the Company or other like event. The current members of the Transac-
tions Committee are Messrs. Kimmel, Hyatt, Montague and Scodari and Dr. Hutson. Subject to their election at the 2012
Annual Meeting, the Board of Directors currently expects to reappoint Messrs. Kimmel, Hyatt, Montague and Scodari and
Dr. Hutson as members of the Transactions Committee, and to reappoint Mr. Hyatt as the Chair of the Transactions Com-
mittee, effective May 23, 2012. Between January 1, 2011 and December 31, 2011, the Transactions Committee met 2 times.