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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Warner Chilcott Public Limited Company

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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April 14, 2011

Dear Shareholder:

You are cordially invited to attend Warner Chilcott Public Limited Company’s 2011 Annual General Meeting of Shareholders (the “Annual Meeting”). The meeting will be held on Tuesday, May 17, 2011, at 8:00 a.m. (local time), at The K Club, Straffan, Co. Kildare, Ireland.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual General Meeting of Shareholders and the attached Proxy Statement.

Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted at the Annual Meeting. After reading the enclosed Notice and Proxy Statement, please submit your proxy or voting instructions. If you attend the Annual Meeting in person, you may revoke your proxy and vote your shares in person.

Only shareholders and persons holding proxies from shareholders may attend the Annual Meeting. If you are planning to attend the Annual Meeting in person, because of security procedures, you will need to register in advance to gain admission to the Annual Meeting. You can register by checking the appropriate box indicating whether or not you will attend on the enclosed proxy card. All shareholders of record on March 21, 2011 are invited to attend the Annual Meeting. No ticket is required for admission.

In addition to registering in advance, you will be required to present valid government-issued photo identification (e.g., driver’s license or passport) to enter the Annual Meeting. If your shares are registered in your name, you should bring a form of photo identification to the Annual Meeting. If your shares are held in the name of a bank, broker, trustee, custodian or other nominee (“street name”), you will need to bring a proxy or letter from that bank, broker, trustee, custodian or other nominee that confirms that you are the beneficial owner of those shares, together with a form of photo identification.

I look forward to greeting those of you who are able to attend.

Sincerely,

Roger M. Boissonneault

Chief Executive Officer, President and Director

The Company’s Proxy Statement is dated April 14, 2011, and is first being mailed to shareholders on or about April 15, 2011.

YOUR VOTE IS IMPORTANT

Holders of record must vote in accordance with the instructions listed on the enclosed proxy card. In order to ensure their representation at the Annual Meeting, holders of record may submit a proxy by telephone, via the Internet or by completing, signing and dating the enclosed proxy card as promptly as possible and returning it in the enclosed postage-paid, return-addressed envelope (to which no postage need be affixed if mailed in the United States). Beneficial holders whose shares are held in the name of a nominee must vote in accordance with the voting instructions given to them by their bank, broker, trustee, custodian or other nominee. Such beneficial holders may be eligible to submit a proxy electronically or by telephone.

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Warner Chilcott Public Limited Company

Registered in Ireland No. 471506

1 Grand Canal Square,

Docklands,

Dublin 2, Ireland

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 2011

The Annual General Meeting of Shareholders (the “Annual Meeting”) of Warner Chilcott Public Limited Company (the “Company”) will be held on Tuesday, May 17, 2011, at 8:00 a.m. (local time). The meeting will take place at The K Club, Straffan, Co. Kildare, Ireland.

The purposes of the Annual Meeting are:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders. None of the proposals requires the approval of any other proposal to become effective. The close of business on March 21, 2011 is the record date for determining shareholders entitled to vote at the Annual Meeting. Only holders of the Company’s ordinary shares, par value $0.01 per share (the “ordinary shares”), as of the record date are entitled to notice of and to vote on some or all of the matters listed in this Notice of Annual General Meeting of Shareholders. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection at the Company’s offices at 1 Grand Canal Square, Docklands, Dublin 2, Ireland.

Whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted at the Annual Meeting. Holders of record may submit a proxy via the Internet, by telephone or by signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid, return-addressed reply envelope. Holders of record must vote in accordance with the instructions listed on the proxy card. Beneficial holders whose shares are held in the name of a nominee must vote in accordance with the voting instructions given them by their bank, broker, trustee, custodian or other nominee. Such holders may be eligible to submit a proxy electronically or by telephone. Shareholders may revoke a previously delivered proxy prior to the Annual Meeting in the manner described in the Proxy Statement. Any holder of record who is present at the Annual Meeting may vote in person instead of by proxy, thereby canceling any previous proxy. If you are a holder of record entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend,

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speak and vote on your behalf. A proxy is not required to be a shareholder of the Company. A shareholder wishing to name any person other than the individuals specified on the proxy card as his or her proxy holder may do so by crossing out the names of the designated proxy holders specified on the proxy card and inserting the name of such other person to act as his or her proxy. In that case, it will be necessary for the shareholder to sign the proxy card and deliver it to the Company in accordance with the instructions on the enclosed proxy card, with a copy to the person named as his or her proxy holder, and for the person so named to be present to vote at the Annual Meeting.

Please note that if shareholders plan to attend the Annual Meeting in person, they will need to register in advance to be admitted. Holders of record can register in advance by checking the appropriate box on their proxy card. The Annual Meeting will start promptly at 8:00 a.m. (local time).

In addition to registering in advance, shareholders will be required to present a valid government-issued photo identification (e.g. , driver’s license or passport) to enter the Annual Meeting. Holders of record, whose shares are registered in their name, should bring a form of photo identification to the Annual Meeting. Beneficial holders, whose shares are held in the name of a bank, broker, trustee, custodian or other nominee (“street name”), will need to bring a proxy or letter from that bank, broker, trustee, custodian or other nominee that confirms that such holder is the beneficial owner of those shares, together with a valid form of photo identification. Holders of record will be verified against an official list. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of March 21, 2011.

BY ORDER OF THE BOARD OF DIRECTORS

Izumi Hara

Senior Vice President, General Counsel and Corporate Secretary

Dublin, Ireland

April 14, 2011

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WARNER CHILCOTT PUBLIC LIMITED COMPANY

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WARNER CHILCOTT PUBLIC LIMITED COMPANY

PROXY STATEMENT

FOR

ANNUAL GENERAL MEETING OF SHAREHOLDERS

ANNUAL MEETING MATTERS

These proxy materials are provided in connection with the solicitation of proxies by the board of directors of Warner Chilcott Public Limited Company (the “Company”) for the Company’s 2011 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at 8:00 a.m. (local time) on Tuesday, May 17, 2011, at The K Club, Straffan, Co. Kildare, Ireland.

General Information About Voting

General

This Proxy Statement has information about the Annual Meeting and was prepared by our management for our board of directors. This Proxy Statement and the Company’s Annual Report on Form 10-K and our Chief Executive Officer’s (“CEO’s”) annual “Letter to Our Shareholders” (together, the “Annual Report”), are first being mailed to shareholders on or around April 15, 2011. The Proxy Statement, the Company’s Annual Report and the Company’s Irish Statutory Accounts are available online at www.proxyvote.com.

Redomestication

In May 2009, the board of directors of Warner Chilcott Limited announced that it had unanimously approved the redomestication of the Company from Bermuda to Ireland, subject to the approval of a scheme of arrangement by the Company’s stockholders and the approval of the Supreme Court of Bermuda. On August 5, 2009 and August 14, 2009, respectively, the scheme of arrangement was approved by the shareholders of Warner Chilcott Limited and the Supreme Court of Bermuda. At 7:30 p.m. on August 20, 2009, the effective time of the scheme of arrangement, each holder of Warner Chilcott Limited’s outstanding Class A common shares, par value $0.01 per share, received ordinary shares, par value $0.01 per share, of Warner Chilcott Public Limited Company on a one-for-one basis. As a result of the transaction, Warner Chilcott Public Limited Company, a public limited company incorporated and tax resident in Ireland, became the ultimate public holding company of the Warner Chilcott group. On August 21, 2009, the shares of Warner Chilcott Public Limited Company began trading on the NASDAQ Global Market under the symbol “WCRX,” the same symbol under which Warner Chilcott Limited’s shares previously traded.

References in this Proxy Statement to “we,” “our” or the “Company” refer to Warner Chilcott Limited (the “Predecessor”) and/or its subsidiaries prior to the effective time of the scheme of arrangement and to Warner Chilcott Public Limited Company and/or its subsidiaries since the effective time of the scheme of arrangement. In addition, references in this Proxy Statement to “ordinary shares” refer to Warner Chilcott Limited’s Class A common shares, par value $0.01 per share, prior to the effective time of the scheme of arrangement and to Warner Chilcott Public Limited Company’s ordinary shares, par value $0.01 per share, since the effective time of the scheme of arrangement.

Purpose of the meeting

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual General Meeting of Shareholders. Each proposal is described in more detail in this Proxy Statement.

Who can vote?

Our ordinary shares are listed on the NASDAQ Global Market under the symbol “WCRX.” The outstanding shares of the Company at March 21, 2011 consisted of 253,542,336 ordinary shares. Each shareholder of record

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at the close of business on March 21, 2011 is entitled to receive notice of the Annual Meeting. If our records show that you owned the shares on the record date, March 21, 2011, you are entitled to one (1) vote for each ordinary share you held.

How do I vote if I am a beneficial holder whose shares are held in “street name” through a bank, broker, trustee, custodian or other nominee?

If your shares are held in the name of your bank, broker, trustee, custodian or other nominee, that party should give you instructions for voting your shares. Such beneficial holders may be eligible to submit a proxy electronically or by telephone. The instructions set forth below apply to record holders only and not to those whose shares are held in the name of a nominee.

How do I vote if I am a holder of record whose shares are registered in my name?

If you are a holder of record entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy is not required to be a shareholder of the Company. Follow the instructions on the enclosed proxy card for each proposal to be considered at the Annual Meeting. You may submit a proxy via the Internet or by telephone or by signing and dating the proxy card and mailing it in the enclosed postage-paid, return-addressed envelope. The proxy holders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not vote on a proposal, the proxy holders will vote for you on that proposal. Unless you instruct otherwise, the proxy holders will vote in the manner set forth below:

The proxy holders for the shareholders are any of Roger M. Boissonneault, Izumi Hara and Paul Herendeen. A shareholder wishing to name any person other than the individuals specified on the proxy card as his or her proxy holder may do so by crossing out the names of the designated proxy holders specified on the proxy card and inserting the name of such other person to act as his or her proxy. In that case, it will be necessary for the shareholder to sign the proxy card and deliver it to the Company in accordance with the instructions on the enclosed proxy card, with a copy to the person named as his or her proxy holder, and for the person so named to be present to vote at the Annual Meeting.

May I vote in person at the Annual Meeting?

Although we encourage you to complete and return the proxy card to ensure that your vote is counted, you may attend the Annual Meeting and vote your shares in person. If you are a holder of record whose shares are registered in your name and you wish to vote at the Annual Meeting, written ballots will be available at the Annual Meeting. If you are a beneficial holder whose shares are held in the name of a bank, broker, trustee, custodian or other nominee and you decide to attend and vote at the Annual Meeting, you will need to obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. If you vote by

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proxy and also attend the Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote. Note that if you plan to attend the Annual Meeting in person, you must register in advance and present the necessary identification.

What am I being asked to vote on at the Annual Meeting?

How does the board of directors recommend that I vote on the proposals?

The board of directors recommends that you vote your shares as follows:

May I revoke my proxy?

Yes. If you are a shareholder of record, you may revoke your proxy before it is voted at the Annual Meeting by:

If you are a beneficial holder whose shares are held in the name of your bank, broker, trustee, custodian or other nominee, you may submit new voting instructions by contacting your bank, broker, trustee, custodian or other nominee. You may also vote in person at the Annual Meeting if you obtain legal proxy from the shareholder of record.

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How many votes must be present to hold the Annual Meeting?

A “quorum” must be present for the Annual Meeting to be held. Pursuant to the articles of association of the Company, a “quorum” requires at least two (2) persons present in person and representing, in person or by proxy, more than 50% of the total issued voting rights of the Company’s shares. If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

How are votes counted?

Ordinary shares represented in person or by proxy, including shares which abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. The shares of beneficial holders whose shares are held in the name of a nominee, and who do not tell the nominee how to vote their shares, will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. However, abstentions or broker non-votes are not counted in the tally of votes with respect to any proposal.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted if you hold them “beneficially,” even if you do not provide your bank, broker, trustee, custodian or other nominee in whose name the shares are held with voting instructions. These firms have the authority, under applicable regulatory rules, to vote shares for which their customers do not provide voting instructions on certain “routine” matters.

The proposal to approve the selection of PricewaterhouseCoopers LLP, a registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2011, and to authorize the board of directors to determine the auditors’ remuneration (Proposal No. 2) is considered a “routine” matter for which these firms may vote unvoted shares. The proposals to elect directors (Proposal No. 1A and Proposal No. 1B) and approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (Proposal No. 3) and the frequency of the advisory vote on executive compensation (Proposal No. 4) are not considered “routine” matters for which these firms may vote unvoted shares. Accordingly, if you hold your shares “beneficially,” your bank, broker, trustee, custodian or other nominee in whose name the shares are held is not permitted to vote your shares with respect to the election of directors and the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers and the frequency of the advisory vote on executive compensation if you have not provided instructions. This is called a “broker non-vote.” We strongly encourage you to submit your proxy and exercise your right to vote as a shareholder.

Does any shareholder own a majority of the Company’s ordinary shares?

No. As of March 21, 2011, affiliates of Bain Capital Partners, J.P. Morgan Partners (“JPMP”) and Thomas H. Lee Partners, L.P. (collectively, the “Sponsors”) collectively owned approximately 31% of our outstanding ordinary shares, although they do not act together as a group. Each of the Sponsors has separately advised the Company that it intends to be represented at the Annual Meeting either in person or by proxy to vote its shares in favor of the nominees named in this Proxy Statement for election to the board of directors, in favor of the approval of the appointment of PricewaterhouseCoopers LLP, a registered public accounting firm, as the Company’s independent auditors and the authorization of the board of directors to determine the auditors’ remuneration, in favor of the approval of the compensation of the Company’s Named Executive Officers and in favor of the holding of an advisory vote on executive compensation every “1 year.”

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts with brokers or the American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”). Please vote all of these shares. The Company encourages you to have all your shares registered in the same name and address. You may do this by contacting your broker or the Transfer Agent. The Transfer Agent may be reached at 1-800-937-5449.

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May shareholders ask questions?

Yes. Representatives of the Company will answer shareholders’ questions of general interest following the formal agenda of the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted.

What vote is required to approve each proposal?

Under the Company’s articles of association, the nominees for director receiving the affirmative vote of a simple majority of the votes cast in person or by proxy at the Annual Meeting will be elected (Proposal No. 1A and Proposal No. 1B). If you mark your proxy to abstain from voting for a particular nominee on your proxy card, your vote will not count either “for” or “against” the nominee. The approval of the appointment of PricewaterhouseCoopers LLP, a registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2011, and authorization of the board of directors to determine the auditors’ remuneration (Proposal No. 2), the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers (Proposal No. 3) and the approval, on an advisory basis, of the frequency of the advisory vote on executive compensation (Proposal No. 4) each requires the affirmative vote of a simple majority of the votes cast in person or by proxy at the Annual Meeting in order to be approved under the Company’s articles of association. However, with respect to Proposal No. 4, the Company will consider whichever option of “1 Year,” “2 Years” or “3 Years” that receives the highest number of votes to be the shareholders’ preferred frequency of the advisory vote on executive compensation. Because both the votes for Proposal No. 3 and Proposal No. 4 are advisory votes, neither vote will be binding on the Company, the board of directors or any committee thereof.

Will any other matters be voted on at the Annual Meeting?

As of the date of this Proxy Statement, the Company’s management knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this Proxy Statement. If any other matters properly come before the Annual Meeting and call for a vote of shareholders, proxies properly submitted prior to the Annual Meeting will be voted in accordance with the judgment of the proxy holders.

Who is making and paying for this proxy solicitation?

This proxy is solicited on behalf of the board of directors. The Company will pay the cost of distributing this Proxy Statement and related materials. Our officers may solicit proxies electronically or by mail or telephone. Upon request, we will reimburse banks, brokers, trustees, custodians or other nominees for reasonable expenses they incur in forwarding proxy materials to beneficial owners of ordinary shares. The Company may, if appropriate, retain an independent proxy solicitation firm to assist the Company in soliciting proxies. A few of the Company’s officers and employees may participate in the solicitation of proxies without additional compensation.

PRESENTATION OF IRISH STATUTORY ACCOUNTS

The Company’s Irish Statutory Accounts for the fiscal year ended December 31, 2010, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting. The Company’s Irish Statutory Accounts have been approved by the board of directors of the Company. There is no requirement under Irish law that such statements be approved by shareholders, and no such approval will be sought at the Annual Meeting. The Company’s Irish Statutory Accounts are available with the Proxy Statement, the Company’s Annual Report and other proxy materials at www.proxyvote.com.

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PROPOSALS YOU MAY VOTE ON

PROPOSAL NOS. 1A AND 1B:

ELECTION OF CLASS II DIRECTORS

The full board of directors consists of eight directors and is divided into three classes, with Class I and Class II each having two directors and Class III having four directors. The directors in each class serve three-year terms. The terms of each class expire at successive annual general meetings so that the shareholders elect one class of directors at each annual general meeting. In May 2010, Mr. Burgstahler (a Class II director) resigned from the board of directors and was replaced by Mr. Fitzgerald (a Class II director) who was appointed to the board of directors in August 2010. Mr. Burgstahler’s resignation was not the result of a disagreement with the Company.

The following table sets forth the names, ages and positions of our directors as of April 14, 2011.

At its meeting on February 24, 2011, the board of directors approved the recommendation of the Nominating and Corporate Governance Committee that the two current Class II directors be elected for additional three-year terms. The election of two Class II directors will take place at this Annual Meeting. If elected, each of the two Class II director nominees will serve on the board of directors until the annual general meeting in 2014, or until their successors are duly elected and qualified in accordance with the Company’s articles of association. If either of the two nominees should become unable to accept election, the persons named as proxies may vote for other person(s) selected by the board of directors or the named proxies. The Company expects each nominee for election as a director at the Annual Meeting to be able to accept such nomination.

The name, principal occupation and other information concerning each nominee recommended for election at the Annual Meeting to serve as a Class II director and each continuing director, including the reasons for the view of the board of directors that each of the nominees for election and each of the continuing directors should serve as directors at this time, are set forth below. For more information regarding the independence of our directors, please see “Board of Directors and Governance—Independence.”

Class I Directors Serving until the 2013 Annual Meeting

John P. Connaughton, Director, has served as a Managing Director of Bain Capital Partners, LLC (“BCP”) since 1997 and a member of the firm since 1989. Prior to joining BCP, Mr. Connaughton served as a consultant at Bain & Company, Inc. (“Bain & Co.”), where he worked in the healthcare, consumer products and business

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services industries. Mr. Connaughton also serves as a director of Hospital Corporation of America (HCA), CRC Health Group, Quintiles Transnational, Air Medical Holdings, Inc., Warner Music Group, Clear Channel, SunGard Data Systems and the Boston Celtics. He also volunteers for a variety of charitable organizations, serving as a member of the Berklee College of Music Board of Trustees and the University of Virginia McIntire Foundation Board of Trustees. During the prior five years, Mr. Connaughton also served on the boards of AMC Theatres from 2004 to 2009, Cumulus Media Partners from 2006 to 2008, Stericycle, Inc. from 1999 to 2005, M|C Communications (PriMed) from 2004 to 2009, Epoch Senior Living from 2001 to 2007 and ProSiebenSat.1.Media from 2003 to 2007.

Mr. Connaughton was appointed to the board as a designee of one of our Sponsors in connection with our leveraged buyout in 2005. Mr. Connaughton’s significant financial and management advisory expertise, the knowledge of and experience in a variety of industries, including the healthcare industry, that he gained while at BCP and Bain & Co., and his experience as a member of the board of directors of several public companies, including his past performance as a board member of the Company, contributed to the board’s conclusion that Mr. Connaughton should continue to serve as a director of the Company.

Stephen P. Murray, Director, is the President and Chief Executive Officer of CCMP Capital Advisors, LLC (“CCMP”), a private equity firm formed in August 2006 when the buyout/growth equity professionals of J.P. Morgan Partners separated from JPMorgan Chase & Co. to form an independent private equity platform. Mr. Murray focuses on investments in consumer and retail services, financial services and healthcare infrastructure. Prior to joining JPMP in 1989, Mr. Murray was a Vice President with the Middle-Market Lending Division of Manufacturers Hanover. Currently, he serves on the board of directors of AMC Entertainment Inc., ARAMARK Corporation, CareMore Medical Enterprises, Chef’s Warehouse, Crestcom, Generac Power Systems, Hanley Wood, Jetro Holdings, Legacy Hospital Partners (Holdings), LLC, Noble Environmental Power, Octagon Credit Investors, Quiznos Subs, Square Trade, Inc. and Strongwood Insurance. During the prior five years, Mr. Murray also served on the board of Cabela’s Incorporated until January 2009.

Mr. Murray was appointed to the board as a designee of one of our Sponsors in connection with our leveraged buyout in 2005. Mr. Murray’s extensive experience in the financial and investment industry, the wealth of management experience and leadership skills he developed while at CCMP, JPMP and Manufacturers Hanover, his service on the boards of directors of a variety of large public companies, including other companies in the healthcare industry, and his past performance as a board member of the Company, contributed to the board’s conclusion that Mr. Murray should continue to serve as a director of the Company.

Class II Nominees Recommended for Election at the Annual Meeting to Serve until 2014

Todd M. Abbrecht, Director, is a Managing Director with Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners in 1992, Mr. Abbrecht was in the Mergers and Acquisitions department of Credit Suisse First Boston. Currently, Mr. Abbrecht serves on the boards of Dunkin’ Brands, Inc., ARAMARK Corporation, Intermedix Corporation and inVentiv Health, Inc. During the prior five years, Mr. Abbrecht also previously served on the boards of Michael’s Foods, Inc., National Waterworks Holdings, Inc. and Simmons Company.

Mr. Abbrecht was appointed to the board as a designee of one of our Sponsors in connection with our leveraged buyout in 2005. Mr. Abbrecht’s extensive financial acumen and business leadership skills, the knowledge of mergers and acquisitions that Mr. Abbrecht gained while working at Credit Suisse First Boston and Thomas H. Lee Partners, L.P., and his experience serving on the boards of a number of other public companies, including his past performance as a board member of the Company, contributed to the board’s conclusion that Mr. Abbrecht should be nominated to serve an additional term as a director of the Company.

Liam M. Fitzgerald, Director, is Chief Executive Officer and a director of United Drug plc (“United Drug”), an international provider of services to pharmaceutical retailers and manufacturers with operations across Europe and the United States. Mr. Fitzgerald joined United Drug in 1993 and has served as Chief Executive Officer since

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2000 and as a director since 1996. Before becoming Chief Executive Officer, Mr. Fitzgerald was Managing Director of United Drug Distributors, the contract distribution outsourcing business of United Drug. Prior to joining United Drug, Mr. Fitzgerald worked at Jefferson Smurfit Group plc. Mr. Fitzgerald has also served as a non-executive director of C&C Group plc since 2004, where he currently is a member of the Audit and Remuneration Committees. In addition, Mr. Fitzgerald serves as a board member of Traidlinks Ltd, a nonprofit organization working with entrepreneurs in developing countries, and as a director of the Smurfit Graduate School of Business at the University College Dublin. Mr. Fitzgerald is also a former chairman of The Marketing Society in Ireland.

Mr. Fitzgerald’s extensive experience in the pharmaceutical industry, including as Chief Executive Officer of United Drug, his leadership skills, operational expertise and financial knowledge, and his service on the boards of directors of other public companies, including on the audit and remuneration committees of C&C Group plc, contributed to the board’s conclusion that Mr. Fitzgerald should be nominated to serve an additional term as a director of the Company.

Class III Directors Serving until the 2012 Annual Meeting

James H. Bloem, Director, is a Senior Vice President and the Chief Financial Officer of Humana Inc. (“Humana”), a position he has held since 2001. Humana is one of the nation’s largest health benefit companies with approximately 10.1 million medical members and approximately 7.0 million specialty-benefit members. Mr. Bloem also currently serves on the board of Rotech Healthcare, Inc. In addition, from 1996 to 2000, he served as a member of the board of directors of one of the Company’s predecessors.

Mr. Bloem’s extensive experience in the healthcare industry, including as an executive officer of Humana, his leadership skills and financial knowledge, which enable him to serve as a financial expert on our Audit Committee, his service on the board of directors of other public companies, including on the audit committee of Rotech Healthcare, and his past service as a board member of one of the Company’s predecessors, including as a member of the audit committee, contributed to the board’s conclusion that Mr. Bloem should continue to serve as a director of the Company.

Roger M. Boissonneault, was appointed Chief Executive Officer, President and Director of the Company as of January 5, 2005. Mr. Boissonneault was appointed Chief Executive Officer and Director of one of the Company’s predecessors in September 2000. From 1996 to 2000, he served as President and Chief Operating Officer of the company acquired by the Company’s predecessor, which was also known as Warner Chilcott PLC, serving as a director from 1998 through 2000. From 1976 to 1996, Mr. Boissonneault served in various capacities with Warner-Lambert (now a part of Pfizer), including as Vice President, Female Healthcare, Director of Corporate Strategic Planning and Director of Obstetrics/Gynecology Marketing.

Mr. Boissonneault has more than thirty-five years of experience working in various capacities within the pharmaceutical industry, which has provided him with a wealth of knowledge in the healthcare sector. Mr. Boissonneault’s in-depth understanding of all aspects of the Company’s business and its history, his demonstrated leadership, management and talent development skills, his track record of successfully implementing core strategies and executing strategic acquisitions and divestitures and his past service as a board member of the Company contributed to the board’s conclusion that Mr. Boissonneault should continue to serve as the Company’s Chief Executive Officer and President and as a director of the Company.

John A. King, Ph.D., Non-Executive Chairman of the Board and Director, who became a Director of the Company in June 2005, is a private investor. Dr. King served in positions of increasing responsibility with the Company’s predecessor for twenty-six years, most recently as Executive Chairman, a position he held from 2000 until January 5, 2005.

Dr. King’s extensive knowledge of the pharmaceutical industry, including a thorough understanding of pharmaceutical research and development practices which dates back to his early experience as a university lecturer, his over thirty years of experience in various roles with the Company and its predecessors, which has

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provided him with in-depth knowledge of all aspects of the Company’s business and operations, and his past service as a board member of the Company contributed to the board’s conclusion that Dr. King should continue to serve as a director of the Company and Non-Executive Chairman of the board.

Patrick J. O’Sullivan, Director, is a pharmaceutical business consultant. Prior to his retirement in 2006, Mr. O’Sullivan served in positions of increasing responsibility with LEO Pharma A/S (“LEO”) for more than thirty years, most recently as the Chief Executive Officer of LEO Pharma Ireland and as a director of LEO. He also served as a director of LEO Pharmaceuticals Ltd. UK, LEO Pharma SA France and The LEO Foundation. Mr. O’Sullivan is a registered pharmacist, a member and honorary fellow of the Pharmaceutical Society of Ireland and a Knight of the Order of the Dannebrog. Currently he serves as the Chairman of the board of directors and Chair of the Compensation Committee of Merrion Pharmaceuticals Plc.

Mr. O’Sullivan’s demonstrated management ability at senior levels within the pharmaceutical industry, his knowledge of the financial, operational and strategic requirements of a successful international business, which he developed as Chief Executive Officer of LEO Pharma Ireland, and his understanding of the fundamentals of the healthcare industry contributed to the board’s conclusion that Mr. O’Sullivan should continue to serve as a director of the Company.

Vote Required for Approval

Each nominee recommended for election at the Annual Meeting to serve as a Class II director that receives the affirmative vote of a simple majority of the votes cast in person or by proxy at the Annual Meeting will be elected to the board of directors to serve until the annual general meeting of shareholders in 2014 or until his successor has been elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE CLASS II DIRECTOR NOMINEES SET FORTH ABOVE.

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PROPOSAL NO. 2:

APPROVAL OF APPOINTMENT OF INDEPENDENT

AUDITORS AND AUDITORS’ REMUNERATION

The Audit Committee is responsible for the appointment, remuneration and retention of the independent auditors. The Audit Committee has selected PricewaterhouseCoopers LLP, a registered public accounting firm, as independent auditors of the Company to audit its consolidated financial statements for the year ending December 31, 2011, and the board of directors asks that the shareholders approve such appointment and authorize the board of directors to determine the auditors’ remuneration. Before selecting PricewaterhouseCoopers LLP, the Audit Committee considered the firm’s qualifications as independent auditors and concluded that based on its prior performance and its reputation for integrity and competence, it was qualified. The Audit Committee also considered whether any non-audit services performed for the Company by PricewaterhouseCoopers LLP would impair PricewaterhouseCoopers LLP’s independence and concluded that they would not.

All services to be rendered by our independent auditors are subject to pre-approval and review by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, with the opportunity to make a statement should they choose to do so, and are expected to be available to respond to questions, as appropriate. PricewaterhouseCoopers LLP has audited the Company’s financial statements since the Company began operations on January 5, 2005, and its affiliate PricewaterhouseCoopers, Dublin, has audited the Company’s 2010 Irish Statutory Accounts.

Vote Required for Approval

The approval of the appointment of PricewaterhouseCoopers LLP, a registered public accounting firm, as the Company’s independent auditors for the year ending December 31, 2011, and the authorization of the board of directors to determine the auditors’ remuneration, require the affirmative vote of a simple majority of the votes cast in person or by proxy at the Annual Meeting in order to be approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” THE APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS

OUR INDEPENDENT AUDITORS AND THAT

THE BOARD OF DIRECTORS

DETERMINE THE AUDITORS’ REMUNERATION.

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PROPOSAL NO. 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The core principles of the Company’s compensation program are to promote the creation of long-term shareholder value, reward performance and assist the Company in attracting and retaining key employees who will contribute to the Company’s long-term success. Based on these objectives, a significant portion of the compensation awarded to the Company’s Named Executive Officers is tied directly to the Company’s performance.

In 2010, the Company continued to implement compensation programs intended to incentivize and reward performance that drives long-term shareholder value, including the introduction of performance-based equity incentive awards that vest only upon the achievement of annual performance targets and the use of incentive compensation awards tied to important Company objectives such as the successful integration of the global branded pharmaceuticals business of The Procter & Gamble Company acquired in October 2009.

The Company urges its shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which discusses how the Company’s compensation programs and practices reflect its core compensation principles. The Compensation Committee and the board of directors believe that these compensation programs and practices are effective in implementing the Company’s core compensation principles.

Pursuant to applicable proxy rules, the Company is required to submit a proposal to its shareholders for a non-binding advisory vote to approve the compensation of its Named Executive Officers disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of the Company’s Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executive Officers and the principles, programs and practices described in this Proxy Statement. Accordingly, the Company is providing its shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive Officers as disclosed in this Proxy Statement and submits the following resolution for shareholder vote at the 2011 Annual Meeting:

“RESOLVED, that the shareholders of Warner Chilcott Public Limited Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement for the 2011 Annual Meeting, including the Compensation Discussion and Analysis and the compensation tables and other narrative compensation disclosures.”

As this is an advisory vote, the result will not be binding on the Company, the board of directors or the Compensation Committee, although the Compensation Committee will consider the outcome of the vote when evaluating the Company’s compensation principles, programs and practices. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” the approval of the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL NO. 4:

ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to applicable proxy rules, the Company is required to provide its shareholders with the opportunity to vote, on a non-binding advisory basis, as to whether an advisory vote to approve the compensation of its Named Executive Officers, or “say-on-pay” vote, such as is presented as Proposal No. 3 above, should be submitted to the Company’s shareholders every 1 year, 2 years or 3 years.

Accordingly, the Company is proposing to its shareholders an advisory vote for their preference as to how frequently the Company should seek future advisory votes on the compensation of the Company’s Named Executive Officers. Shareholders may vote as to whether such advisory vote should be held every 1 year, 2 years or 3 years, or may abstain from voting on the matter.

The Company values the opinion of its shareholders and believes that an annual advisory vote on executive compensation will best allow its shareholders to provide the Company with direct and timely input on its compensation principles, programs and practices.

As this is an advisory vote, the result will not be binding on the Company, the board of directors or the Compensation Committee, although the Company will consider the outcome of the vote when evaluating how frequently it should submit to shareholders an advisory vote on the compensation of its Named Executive Officers. Proxies submitted without direction pursuant to this solicitation will be voted for the option of submitting such an advisory vote every “1 YEAR.”

THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE

FOR THE OPTION OF EVERY “1 YEAR” AS THE PREFERRED FREQUENCY

OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

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BOARD OF DIRECTORS AND GOVERNANCE

Composition of the Board of Directors

Our articles of association provide for a minimum of two directors and a maximum of ten directors. Our shareholders may from time to time increase or reduce the maximum number of directors by ordinary resolution, or increase the minimum number of directors by a special resolution amending the articles of association. Currently, the board of directors has fixed the number of directors at eight directors. The board of directors is divided into three classes, with the term of office of one class expiring each year. Each class comprises, as nearly as possible, one-third of the total number of directors constituting the entire board of directors, and all of the directors are designated as either Class I, Class II or Class III directors.

Role of the Board of Directors

The board of directors meets regularly to review significant developments affecting the Company and to act on matters requiring the approval of the board of directors. The board of directors held six board meetings during the year ended December 31, 2010. During the year ended December 31, 2010, each of the directors attended at least 75% of (i) the meetings of the board of directors held during the period that such director served and (ii) the meetings held by the committees of the board of directors on which such director served during the period that such director served.

Corporate Governance

The Company maintains a corporate governance page on its website which includes key information about its Code of Business Conduct and Ethics and charters for each of the committees of the board of directors, including the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The corporate governance page can be found at www.wcrx.com by clicking on “Investor Relations” and then on “Corporate Governance.”

Board Leadership Structure

The leadership structure of the Company’s board of directors is currently headed by our Non-Executive Chairman, Dr. King. Effective February 2010, the board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, established the Non-Executive Chairman position and appointed Dr. King to fill the position. The Non-Executive Chairman position is intended to be filled by an independent director and is separate from the position of CEO. Among his or her other responsibilities, the Non-Executive Chairman is expected to lead and ensure the effectiveness of the board, facilitate the distribution of accurate, timely and clear information to the board of directors, promote effective communication with the Company’s shareholders, and oversee the annual evaluation of the performance of the board of directors and its committees. While the board of directors believes that it is important to maintain flexibility in its board leadership structure, and the Company’s articles of association do not require the establishment of the position of Non-Executive Chairman, the board of directors deemed it to be in the best interests of the Company to establish a more formal leadership structure. The board of directors believes that the formal separation of the position of Non-Executive Chairman and CEO will free the CEO to devote more time to the day-to-day management and performance of the Company, while at the same time enhancing the function of the board of directors and providing it with greater autonomy from the management of the Company. Prior to February 2010, the board of directors operated without a chairman of the board, with the CEO typically chairing the meetings of the board of directors. In addition to the establishment of the Non-Executive Chairman, the board of directors has delegated certain responsibilities to the committees of the board of directors, which currently consist of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each Committee is chaired by an independent director who reports to the full board of directors on the activities and findings of his or her respective committee. The board believes that this delegation of responsibilities facilitates efficient decision-making and communication amongst the directors and management.

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Board Oversight of Risk

The board of directors has responsibility for the oversight of risk management, while the Company’s management has the day-to-day responsibility for the identification and control of risk at the Company. The board of directors, either as a whole or through its committees, regularly discusses with management the Company’s major risk exposures, their potential impact on the Company and the appropriate steps that should be taken in order to monitor and control such exposures. The committees assist the board of directors in fulfilling its risk oversight responsibilities within their respective areas of responsibility. For example, pursuant to its written charter, the Audit Committee oversees the management of financial and accounting risk exposures. The Compensation Committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s compensation policies and programs. The Nominating and Corporate Governance Committee focuses on the management of risks associated with the organization, membership and structure of the Company’s board of directors and the corporate governance structure of the Company. Each committee of the board of directors meets regularly and reports its findings to the board of directors on a regular basis.

Independence

Our board of directors currently consists of eight directors.

The board of directors uses the standards of independence established by the U.S. Securities and Exchange Commission (the “SEC”) and NASDAQ in determining whether its members are independent. The board of directors has affirmatively determined that each of the Company’s eight directors, other than Mr. Boissonneault, is independent under the director independence criteria established by NASDAQ. In addition, the board of directors has determined that each member of the Audit Committee meets the additional independence criteria established by the SEC required for Audit Committee membership.

In evaluating director independence, the board of directors considered the relationship between: (i) the Company and Humana, for which Mr. Bloem, one of the Company’s directors, serves as an executive officer, and (ii) the Company and United Drug, for which Mr. Fitzgerald, one of the Company’s directors, serves as an executive officer and director. The Company’s relationship with Humana consists of a managed care agreement pursuant to which the Company has agreed to pay Humana rebates based on patient utilization of certain Company products. The Company’s relationship with United Drug consists of a distribution agreement with a 50% owned joint venture subsidiary of United Drug, pursuant to which such subsidiary provides the Company with warehousing and distribution services in the United Kingdom. The Company’s agreements with each of Humana and the United Drug subsidiary were negotiated at arms length in the ordinary course of business. The board of directors determined that such relationships were not material, did not constitute related person transactions under the Company’s related person transaction policy or SEC rules and did not impact the independence of Mr. Bloem or Mr. Fitzgerald under applicable NASDAQ and SEC independence standards.

Executive Sessions and Meetings of Independent Directors

The board of directors holds executive sessions of the independent directors following each regularly scheduled in-person meeting of the board of directors. Executive sessions do not include any employee directors of the Company.

Board Attendance at Annual Meetings

The Company encourages members of its board of directors to attend the Company’s annual general meetings, but they are not required to do so. The Company reimburses the travel expenses of any director who travels to attend the annual general meetings. Each director that was a member of the board of directors at the time of the Company’s 2010 annual general meeting of shareholders held on May 13, 2010 attended the annual general meeting.

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Communication with the Board of Directors

The Company’s non-management and independent directors have approved a process for shareholders to communicate with the board of directors. Pursuant to that process, shareholders, employees and others interested in communicating with the board of directors may communicate with the board of directors by writing to the following address:

Warner Chilcott Public Limited Company

c/o Corporate Secretary

1 Grand Canal Square, Docklands

Dublin 2, Ireland

In any such communication, an interested person may also designate a particular director, or a committee of the board of directors, such as the Audit Committee, to which such communication should be directed. Our legal department will forward all correspondence to the board of directors or the particularly designated audience, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements or patently offensive or otherwise inappropriate material. Our legal department may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics as its “code of ethics” as defined by regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act of 1933”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which applies to all of the Company’s directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code of Business Conduct and Ethics is available at the “Investor Relations” and “Corporate Governance” section of the Company’s website at www.wcrx.com. A copy of the Code of Business Conduct and Ethics may also be obtained free of charge from the Company upon a request directed to Warner Chilcott Public Limited Company, c/o Warner Chilcott Corporation, 100 Enterprise Drive, Rockaway, New Jersey 07866, Attention: Investor Relations. The Company will promptly disclose any substantive changes in or waivers, along with reasons for the waivers, of the Code of Business Conduct and Ethics by posting such information on its website at www.wcrx.com under “Investor Relations” and “Corporate Governance.”

Policies and Procedures Dealing with the Review, Approval and Ratification of Related Person Transactions

In August 2009, the board of directors adopted the Company’s current written policy setting forth procedures for the review, approval and ratification of transactions with related persons (the “Policy”). The Audit Committee of the board of directors has been designated as the committee responsible for reviewing, approving or ratifying any related person transactions under the Policy. Pursuant to the Policy, all executive officers, directors, director nominees and any 5% beneficial owners of the Company’s securities are required to notify the Corporate Secretary of any financial transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, involving the Company in which an executive officer, director, director nominee, 5% beneficial owner or any immediate family member of such a person has a direct or indirect material interest. Such officers, directors, nominees, 5% beneficial owners and their immediate family members are considered “related persons” under the Policy. For the above purposes, “immediate family member” includes a person’s spouse, parents, siblings, children, in-laws, step-relatives and any other person sharing the household (other than a tenant or household employee).

The Audit Committee reviews reported transactions or proposed transactions to determine whether the related person involved has a direct or indirect material interest in the transaction. In reviewing the transaction or proposed transaction, the Audit Committee considers all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the

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Company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. The Audit Committee will not approve or ratify a related person transaction unless it determines that, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. Related person transactions not approved or ratified by the Audit Committee will not be entered into or continued by the Company. On an annual basis, the Audit Committee reviews previously approved related person transactions, under the standards described above, to determine whether such transactions should continue. If a member of the Audit Committee has a personal interest in a matter before the Audit Committee, the director must disclose the interest to the Audit Committee, and is required to recuse himself or herself from participation in the discussion and vote on the matter.

Related person transactions during 2010 are discussed under the heading “Related Person Transactions.”

Committees of the Board of Directors

Our board of directors currently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee

Our board of directors has established an Audit Committee that convenes at least four times a year, currently comprised of Messrs. Bloem, Fitzgerald, King and O’Sullivan. Each member of the Audit Committee is independent under Rule 10A-3 of the Exchange Act and the applicable rules of NASDAQ.

The board of directors has also determined that Mr. Bloem, the chairman of the Audit Committee, is an Audit Committee “financial expert” within the meaning stipulated by the SEC.

The Audit Committee recommends the annual appointment of the Company’s independent auditors with whom the Audit Committee reviews the scope of audit and non-audit services and related fees, accounting principles that the Company uses in financial reporting, internal auditing procedures and the adequacy of the Company’s internal control procedures. The Audit Committee’s report begins on page 48.

The Audit Committee operates under a written charter adopted by the board of directors, a current copy of which is available on the Company’s website at www.wcrx.com under “Investor Relations” and “Corporate Governance.” The Audit Committee met eleven times during the year ended December 31, 2010.

Compensation Committee

Our board of directors has established a Compensation Committee consisting of Messrs. Abbrecht, Bloem, Connaughton and Murray, all of whom are independent under applicable NASDAQ rules. The compensation committee, which is chaired by Mr. Murray, evaluates the performance of the Chief Executive Officer and approves the compensation level for the Chief Executive Officer and the other Named Executive Officers, reviews the Company’s overall management compensation and benefits policies, and reviews and recommends employee benefits plans, equity grants and other incentive arrangements. The Compensation Committee’s report is set forth on page 33. For a discussion of the role of management and the use of compensation consultants in determining executive compensation, see the section titled “Compensation Discussion and Analysis.”

The Compensation Committee operates under a written charter adopted by the board of directors, a current copy of which is available on the Company’s website at www.wcrx.com under “Investor Relations” and “Corporate Governance.” The Compensation Committee has the authority to delegate all or a portion of its responsibilities to a subcommittee composed of one or more members of the Compensation Committee. The Compensation Committee met eight times during the year ended December 31, 2010.

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Nominating and Corporate Governance Committee

Our board of directors has established a Nominating and Corporate Governance Committee consisting of Messrs. Abbrecht, Connaughton, Murray and O’Sullivan, all of whom are independent under applicable NASDAQ rules. Mr. Connaughton serves as the chair of the Nominating and Corporate Governance Committee. The primary purposes of the Nominating and Corporate Governance Committee are to: (i) identify individuals qualified to become members of the board of directors and recommend such individuals to the board of directors for nomination for election to the board of directors; (ii) make recommendations to the board of directors concerning committee and Non-Executive Chairman appointments; and (iii) develop, recommend and annually review corporate governance guidelines applicable to the Company. When the board of directors determines to seek a new member, whether to fill a vacancy or otherwise, the Nominating and Corporate Governance Committee may utilize third-party search firms and will consider recommendations from directors, management and others, including the Company’s shareholders. In general, the Nominating and Corporate Governance Committee looks for new members possessing superior business judgment and integrity who have distinguished themselves in their chosen fields of endeavor and who have knowledge or experience in the areas of healthcare or other aspects of the Company’s business, operations or activities. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the board of directors and the Nominating and Corporate Governance Committee believe that it is important that the members of the board of directors represent diverse viewpoints. The Nominating and Corporate Governance Committee reviews annually the composition of the board of directors as a whole, including whether the board of directors reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities. In considering candidates for the board of directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the board of directors are also considered.

The Nominating and Corporate Governance Committee will consider, for director nominees, persons recommended by shareholders, who may submit recommendations to the Nominating and Corporate Governance Committee, care of Warner Chilcott Public Limited Company, 1 Grand Canal Square, Docklands, Dublin 2, Ireland, Attention: Corporate Secretary. To be considered by the Nominating and Corporate Governance Committee, such recommendations must include the name of the nominee or nominees, a statement of the qualifications of the nominee and a consent signed by the nominee evidencing a willingness to serve as a director if elected. Nominees for director who are recommended by shareholders to the Nominating and Corporate Governance Committee will be evaluated in the same manner as any other nominee for director. Nominations by shareholders may also be made at an annual general meeting in the manner set forth under “Shareholders’ Proposals.”

The Nominating and Corporate Governance Committee operates under a written charter adopted by the board of directors, a current copy of which is available on the Company’s website at www.wcrx.com under “Investor Relations” and “Corporate Governance.” The Nominating and Corporate Governance Committee met four times during the year ended December 31, 2010.

Compensation Committee Interlocks and Insider Participation

During 2010, Messrs. Abbrecht, Connaughton and Murray served as members of the Compensation Committee. In addition, Mr. Bloem was appointed to the Compensation Committee effective May 13, 2010 to fill the vacancy created following Mr. Burgstahler’s resignation from the board of directors. None of the Compensation Committee members is or has been a Company officer or employee. None of the Company’s executive officers currently serves on the Compensation Committee or any similar committee of another public company. None of the Compensation Committee members had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

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Director Compensation

The board of directors, upon the recommendation of the Compensation Committee, has established the following compensation policy for our directors. Only directors who are determined to be “independent” in accordance with applicable NASDAQ rules (the “Independent Directors”) are eligible to receive compensation for their service as directors. Each of the Company’s eight directors, other than Mr. Boissonneault, qualify as Independent Directors. Messrs. Abbrecht, Connaughton and Murray qualify as Independent Directors but have waived their right to receive compensation for their service as directors.

The Compensation Committee previously engaged Frederic W. Cook & Co., Inc. (“Frederic W. Cook”) to evaluate the design and competitiveness of the Company’s director compensation program and to make recommendations with respect to director compensation based on market data and trends in director compensation. While the Compensation Committee does not target director compensation at any specified level, the recommendations of Frederic W. Cook were among several factors considered by the board of directors in November 2008 when it, upon the recommendation of the Compensation Committee, increased the cash portion of the annual retainer to $32,500 and the equity portion of the annual retainer to $100,000, payable in nonqualified options (“options”). Such amendments took effect January 1, 2009. In addition, in February 2010, the board of directors appointed Dr. King Non-Executive Chairman of the board of directors. In connection with such appointment, and following discussions with Frederic W. Cook, the board of directors, upon the recommendation of the Compensation Committee, amended the compensation policy to provide for a supplemental annual cash retainer in the amount of $32,500 payable quarterly in equal installments to the Non-Executive Chairman of the board of directors. The amendment took effect on February 25, 2010.

Annual Retainer: Each Independent Director is paid an annual retainer of $132,500 for each year of service on the board of directors. The annual retainer is comprised of (i) a $32,500 cash payment, payable quarterly in equal installments, and (ii) options to purchase our ordinary shares with a value equal to $100,000 (determined in accordance with Black-Scholes or a similar model) having the following material terms:

In the event any Independent Director is appointed to the board of directors subsequent to an annual general meeting, the cash payment and option grant constituting the annual retainer for such Independent Director will be prorated based on the date of appointment.

Board Meeting Attendance Fees: Each Independent Director is paid $2,000 as compensation for his or her attendance (whether telephonically or in person) at each meeting of the board of directors.

Committee Attendance Fees: Each Independent Director is paid $1,000 as compensation for his or her attendance (whether telephonically or in person) at each meeting of any committee of the board of directors on which such Independent Director serves.

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Committee Chairperson Retainer: Each committee chairperson that is an Independent Director is paid an annual retainer of $7,000 ($10,000 in the case of the Audit Committee chairperson), payable quarterly in equal installments. This retainer is prorated based on the date of commencement and termination of the Independent Director’s committee service in any year.

Non-Executive Chairman: Beginning in 2010, any Non-Executive Chairman of the board of directors that is an Independent Director will be paid an annual retainer of $32,500, payable quarterly in equal installments. This retainer is prorated based on the date of commencement and termination of the Independent Director’s service as Non-Executive Chairman in any year.

The Company also reimburses the travel expenses of any director who travels to attend board meetings. Alternatively, directors are permitted to use the Company’s corporate aircraft to travel to board meetings if available. Directors do not have access to the Company’s aircraft for personal use.

The following table sets forth, for the fiscal year ended December 31, 2010, the total compensation paid to the Independent Directors serving on the board of directors.

Other Compensation Information

The Company does not maintain any defined benefit pension plans or nonqualified defined contribution or deferred compensation plans for the members of its board of directors.

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STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS, MANAGEMENT AND DIRECTORS

The following table and accompanying footnotes show information as of March 21, 2011 regarding the beneficial ownership of the ordinary shares of the Company by:

For purposes of the table below, we deem ordinary shares subject to options or warrants that are currently exercisable or exercisable within sixty days of March 21, 2011, and restricted share units vesting within sixty days of March 21, 2011, to be outstanding and to be beneficially owned by the person holding the options, warrants or restricted share units, as applicable, for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the persons or entities in this table have sole voting and investing power with respect to all of the ordinary shares beneficially owned by them. On March 21, 2011, there were 253,542,336 ordinary shares outstanding. Unless otherwise specified, the address of each director and executive officer is c/o Warner Chilcott plc, 1 Grand Canal Square, Docklands, Dublin 2, Ireland.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The 2010 fiscal year was another productive year for the Company. Among the Company’s notable achievements in 2010 were the U.S. Food and Drug Administration’s approval of the Company’s ATELVIA^TM (risedronate sodium delayed-release tablets) product and two new oral contraceptives, the Company’s acquisition of the U.S. rights to ENABLEX^® (darifenacin extended-release tablets) from Novartis Pharmaceuticals Corporation, the Company’s successful completion of the integration of the global branded pharmaceuticals business (“PGP”) of The Procter & Gamble Company (“P&G”) acquired in October 2009, and an important amendment to the Company’s global collaboration agreement with Sanofi-Aventis U.S. LLC pursuant to which the Company markets its ACTONEL^® products. In addition, in September 2010, the Company paid a special cash dividend of $8.50 per share (the “Special Dividend”), delivering value to its shareholders aggregating approximately $2.14 billion, which the Company funded through the issuance of additional term debt and senior notes totaling $2.25 billion. In 2010, the Company continued to implement compensation programs intended to motivate and reward performance that drives long-term shareholder value. Selected highlights of these changes include:

The following pages contain a discussion of how the Company’s Chief Executive Officer, Roger M. Boissonneault, Chief Financial Officer, Paul Herendeen, and its three other most highly compensated officers, W. Carl Reichel, Anthony D. Bruno and Marinus Johannes (“Hans”) van Zoonen, were compensated with respect to performance in 2010 and describe how this compensation fits within the Company’s executive compensation philosophy. The discussion also describes certain compensation matters with respect to 2011. For purposes of this Proxy Statement, Messrs. Herendeen, Reichel, Bruno and van Zoonen are referred to collectively as the “Senior Executive Officers” and, together with Mr. Boissonneault, as the “Named Executive Officers.”

Compensation Program Objectives and Philosophy

The Company’s compensation program seeks to promote the creation of long-term shareholder value and attract and retain employees by providing a competitive compensation package through a combination of base salary, annual cash incentives, long-term equity incentives and other benefits.

For 2010, an evaluation of the Company’s Senior Executive Officers was performed on a basis substantially consistent with that used to evaluate the Company’s other employees (excepting only the Chief Executive Officer and the Company’s sales forces). The Compensation Committee made compensation decisions after reviewing the performance of the Company and carefully evaluating each Senior Executive Officer’s performance during the year as measured by the Chief Executive Officer against stated goals, core competencies and feedback from colleagues, as described in greater detail below (the “Performance Review Process”). The potential ratings that

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may be assigned to each Senior Executive Officer based on his performance in the prior year range from “unacceptable” to “exceeds expectations” (the “Performance Rating”). These Performance Ratings were used to determine the merit-based salary increases and long-term equity incentive compensation of each Senior Executive Officer, within pre-established ranges approved by the Compensation Committee. The Chief Executive Officer’s 2010 performance was evaluated by the Compensation Committee against achievement of pre-established corporate goals and objectives (the “CEO Review”).

In determining the annual cash incentive of each Named Executive Officer, the Compensation Committee used pre-established criteria based on the Company’s 2010 cash net income, but retained discretion to subject the annual cash incentive of each Named Executive Officer to downward adjustment based on the Senior Executive Officer’s Performance Rating or, in the case of the Chief Executive Officer, the CEO Review.

The Compensation Committee has adopted a flexible approach to compensation that is consistent with its stated compensation philosophy and that allows the Company to respond to the evolving business environment. As a result, the allocation of the components of compensation awarded to the Company’s senior executives is not pre-determined based on a percentage of total compensation, nor is it exclusively determined based on a review of market compensation.

Oversight of the Compensation Program

The Compensation Committee is responsible for establishing, implementing and overseeing the Company’s compensation programs. As part of this responsibility, the Compensation Committee reviews the Company’s compensation and benefits policies; reviews whether the Company’s compensation policies and plans pose material risks; evaluates the performance of the Chief Executive Officer; approves the compensation levels for the Company’s senior executives; and reviews and makes recommendations to the board of directors with respect to the Company’s employee benefits plans, equity-based compensation plans and other incentive arrangements.

Role of the Compensation Committee, Executive Officers and Compensation Consultants in Compensation Decisions

The Compensation Committee makes compensation decisions following the completion of (i) in the case of Messrs. Herendeen, Reichel, Bruno and van Zoonen, the annual Performance Review Process and (ii) in the case of Mr. Boissonneault, the CEO Review.

It is the philosophy of the Compensation Committee that, in order to promote long-term shareholder value, challenging goals and objectives should be established for the Company’s Named Executive Officers. In accordance with this philosophy, each year the Compensation Committee reviews and establishes annual goals and objectives relevant to the compensation of the Chief Executive Officer. In addition, the Chief Executive Officer establishes annual performance objectives for each of the Senior Executive Officers and presents these objectives to the Compensation Committee. At the end of each year, each Named Executive Officer’s performance is evaluated during the annual Performance Review Process or CEO Review, as applicable. Compensation recommendations for the Senior Executive Officers within ranges established by the Compensation Committee are made by the Chief Executive Officer based upon the Performance Ratings assigned to such officers. The Compensation Committee may exercise its discretion to modify any compensation recommended by the Chief Executive Officer. With respect to the Chief Executive Officer, the Compensation Committee establishes performance goals and objectives and, pursuant to the CEO Review at year-end, measures the Chief Executive Officer’s performance relative to these stated goals and objectives.

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The Chief Executive Officer’s recommendations to the Compensation Committee and the Compensation Committee’s determinations of the Chief Executive Officer’s and the Senior Executive Officers’ compensation are based on each Named Executive Officer’s performance against stated goals and objectives. For 2010, the stated goals and objectives for the Named Executive Officers included the following:

More specifically, the 2010 goals and objectives for the Named Executive Officers were as follows: Mr. Boissonneault’s goals were to complete the integration of the PGP and legacy Warner Chilcott businesses, including the establishment of the global infrastructure necessary to support the consolidated organization, terminate the Company’s transition services agreement with P&G, oversee the reorganization and optimization of the Company’s sales forces following the acquisition of PGP to focus on key promotional priorities and to address certain key matters relating to the Company’s product supply chain; Mr. Herendeen’s goals were to complete the integration of the PGP and legacy Warner Chilcott tax, finance and accounting functions, substantially reduce the Company’s reliance on third-party consultants utilized during the integration of PGP and to implement selected other tax and information technology initiatives; Mr. Reichel’s goals were to reorganize the Company’s U.S. sales forces to focus on key promotional priorities, optimize the Company’s U.S. sales operations unit to support the reorganized sales forces, add depth to mid-level U.S. sales force management teams and implement selected other promotional initiatives; Mr. Bruno’s goals were to in-license or acquire new products to complement the existing product portfolio, such as the U.S. rights to ENABLEX, direct the Company’s ANDA litigation matters in a manner consistent with the Company’s strategic objectives, complete the integration of the PGP and legacy Warner Chilcott human resources function and compensation practices, and oversee certain other human resources, legal, procurement and information technology initiatives; and Mr. van Zoonen’s goals were to complete the integration of the PGP and legacy Warner Chilcott research and development functions and European operations, including the establishment of the European infrastructure to support the consolidated organization, reorganize and optimize the Company’s global marketing organization and assess and implement various research and development initiatives in the U.S. and Europe. At the end of 2010, the Compensation Committee reviewed the Chief Executive Officer’s performance against his stated goals and determined the appropriate merit increase in base salary and 2011 equity incentive award for him. The Compensation Committee also reviewed the Chief Executive Officer’s evaluation of the performance of the Senior Executive Officers against their respective goals and their respective Performance Ratings. Based on this review, the Compensation Committee determined appropriate merit increases in base salary and 2011 equity incentive awards for the Senior Executive Officers.

The Compensation Committee may engage or seek the advice of compensation consultants from time to time as the need arises. During 2010, the Compensation Committee engaged Frederic W. Cook to review the market competitiveness of the Company’s long-term equity incentives awarded under its Equity Incentive Plan, including, but not limited to, the target salary multiples and equity vehicle mix. Based upon Frederic W. Cook’s recommendations, the Compensation Committee revised the Company’s long-term equity incentives awarded under its Equity Incentive Plan as described below under “Equity Grant Practices.”

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Elements of Compensation

The Compensation Committee believes that the Company’s executive compensation practices must promote the creation of long-term shareholder value, reward performance and assist the Company in the retention of key employees. Based on these objectives, the Company employs both equity-based compensation mechanisms, in the form of performance shares and share units, restricted shares and share units and option grants, and cash-based mechanisms, in the form of base salaries and cash incentives.

In determining the appropriate mix of cash and equity compensation for the Named Executive Officers, the Compensation Committee considers a number of factors, including: the past performance and contribution of the Named Executive Officers, the desired future performance focus, the dilutive effects of cash- and equity-based compensation, and the retentive value of cash- versus equity-based compensation.

Consistent with the emphasis on direct compensation over indirect compensation, in 2010, the Company did not generally provide the Named Executive Officers with perquisites or benefits not generally available to all employees of the Company, except as described below under “Other Benefits.”

The Company has employment agreements with each of the Named Executive Officers. These arrangements as well as the other key elements of, and factors considered in determining, 2010 compensation are discussed below.

Base Salary

The employment agreements with the Named Executive Officers (other than Mr. van Zoonen) specify minimum base salaries and provide that base salaries may not be reduced below these minimum amounts ($800,000 for Mr. Boissonneault, $375,000 for Messrs. Herendeen and Bruno and $391,406 for Mr. Reichel). Mr. van Zoonen’s employment agreement, which was assumed by the Company in October 2009 in connection with its acquisition of PGP, provides for basic terms of employment, including base salary. In addition, under the purchase agreement pursuant to which the Company acquired PGP, for a period of two years following the closing of the acquisition, the Company agreed to provide non-U.S. PGP employees, including Mr. van Zoonen, with at least the same base salary that they were provided by P&G immediately prior to the closing of the transaction.

The base salaries paid to the Named Executive Officers in 2010 were as follows: Mr. Boissonneault, $1,000,000; Mr. Herendeen, Mr. Reichel and Mr. Bruno, each $483,040; and Mr. van Zoonen, 510,000 Swiss Francs (or $546,210 based on the Swiss Franc to U.S. dollar exchange rate as of December 31, 2010). These amounts are shown in the “Salary” column of the Summary Compensation Table. The Compensation Committee annually determines merit increases in base salary. Compensation decisions are made after the annual Performance Review Process or CEO Review, as applicable, for the Named Executive Officer is completed. As discussed above, the Performance Review Process yields a Performance Rating for each Senior Executive Officer. These Performance Ratings are used to determine merit-based salary increases, if any, for the Senior Executive Officers, and the Compensation Committee’s assessment of the CEO’s performance pursuant to the CEO Review is used to determine the merit-based salary increase, if any, for Mr. Boissonneault. With respect to 2010 performance, the Compensation Committee determined that each Named Executive Officer be awarded a

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2011 merit base salary increase equal to 3.25% of such Named Executive Officer’s 2010 base salary. In determining the increases for 2011, the Compensation Committee took note of the substantial contributions of such officers to the integration of PGP, the approval of three new products in the U.S., the Special Dividend transaction and the other significant transactions completed during 2010.

Annual Cash Incentives

Annual cash incentives are a core component of the Company’s compensation program. Each participating Named Executive Officer’s 2010 annual cash incentive was based on the Company’s achievement of the 2010 cash net income target (“Target CNI”) established by the Compensation Committee (as more fully discussed below), subject to the reduction of any such awards by the Compensation Committee based on its assessment of the executive officer’s personal performance or such other factors as the Compensation Committee might determine warrant an incentive reduction.

Under the terms of their employment agreements, each Named Executive Officer (other than Mr. van Zoonen) has a minimum target annual cash incentive opportunity expressed as a percentage of base salary (85% for Mr. Boissonneault and 50% for Messrs. Herendeen, Reichel and Bruno). At the beginning of 2010, the Compensation Committee established annual cash incentive targets with respect to 2010 for the Named Executive Officers and principles for determining performance-dependent multipliers to be applied to those targets under the Company’s Management Incentive Plan approved by the Company’s shareholders in August 2009. Under the Management Incentive Plan, the Compensation Committee may make annual and long-term incentive awards to the Named Executive Officers that, assuming compliance with the terms of the plan, qualify as “performance-based compensation” that the Company may deduct under Internal Revenue Code Section 162(m). With respect to 2010, the Compensation Committee approved the following annual cash incentives targets for the Named Executive Officers, expressed as a percentage of such officer’s 2010 base salary:

Each Named Executive Officer was eligible to receive his threshold incentive award upon achievement of 85% of the Target CNI, and his maximum incentive award upon achievement of 120% of the Target CNI.

In March 2010, the Compensation Committee set 2010 Target CNI at $894.1 million for the 2010 fiscal year, and established that actual adjusted 2010 cash net income (“Actual CNI”) for purposes of measurement against Target CNI will be calculated as follows: reported net income of the Company under U.S. GAAP, plus (A) the expense reported for amortization or write-down of identified intangible assets multiplied by one minus the marginal tax rate specifically associated with such book amortization or write-down of intangible assets, plus (B) the amount of interest expense attributable to the amortization of deferred financing costs multiplied by one minus the marginal tax rate specifically associated with such amortization of deferred financing costs, as adjusted to eliminate the after-tax impact of (i) litigation or regulatory settlements, (ii) non-budgeted business development transactions and (iii) extraordinary or non-recurring items such as strategic decisions intended to enhance future performance. The Compensation Committee determined that cash net income was the appropriate metric for the determination of the 2010 annual cash incentives paid to the Named Executive Officers based, in large part, on the fact that as a result of the Company’s historically significant annual non-cash amortization and deferred financing expenses, cash net income is one of the primary financial metrics reported by the Company and used by the investment community to assess the Company’s performance.

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Based on 2010 Actual CNI relative to 2010 Target CNI and the Compensation Committee’s assessment of the individual performance of each Named Executive Officer during 2010, the Compensation Committee awarded Mr. Boissonneault a 2010 annual cash incentive of $1,100,000, equal to 110% of his 2010 base salary. Messrs. Herendeen, Reichel and Bruno were each awarded a 2010 annual cash incentive of $398,508, equal to 82.5% of their respective 2010 salaries. Mr. van Zoonen was awarded a 2010 annual cash incentive of 420,750 Swiss Francs (or $450,623 based on the Swiss Franc to U.S. dollar exchange rate as of December 31, 2010), equal to 82.5% of his 2010 base salary. Payment of these awards was made in March 2011. The annual cash incentives paid to the Named Executive Officers with respect to 2010 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Long-Term Equity Incentives

Equity incentive awards are granted to the Company’s Named Executive Officers under its Equity Incentive Plan. The Company’s Equity Incentive Plan provides that awards may be granted to participants in, among others, the following forms, subject to such terms, conditions and provisions as the Compensation Committee may determine: (i) options, (ii) stock appreciation rights, (iii) share awards, (iv) share units and (v) dividend equivalent rights.

Equity Grant Practices

The Compensation Committee believes that the use of equity incentives as a significant part of total compensation promotes the creation of long-term shareholder value, supports the Company’s compensation philosophy of rewarding performance and increases retention. Under the Company’s annual equity award program, the Compensation Committee acts each year to review and approve grants of restricted ordinary shares, share units or stock options to purchase ordinary shares to employees.

With respect to equity grants to the Senior Executive Officers, the Compensation Committee annually reviews and establishes performance-based multipliers to be applied to the annual target equity grant established at the beginning of each year for the Senior Executive Officers. As discussed above, the Performance Review Process measured the performance of each Senior Executive Officer against such Senior Executive Officer’s stated goals and objectives, resulting in a Performance Rating that is used to establish the Senior Executive Officer’s performance-based multiplier to be applied to his target equity grant. Based upon current multipliers, the actual equity incentive award that will be granted to each Senior Executive Officer may range from zero to 150% of such Senior Executive Officer’s target equity grant depending on the Performance Rating received by each Senior Executive Officer. Mr. Boissonneault’s multiplier, if any, is determined by the Compensation Committee’s annual assessment of his performance against his stated goals and objectives as part of his CEO Review.

The equity awards made to the Named Executive Officers in 2010 with respect to 2009 performance consisted of 50% restricted ordinary shares and 50% options to purchase ordinary shares. The Compensation Committee, based upon the recommendation of the Hay Group made in 2009, determined that this allocation effectively served to attract, retain and motivate senior executive officers and further the purposes of the Company’s compensation program. Based on the recommendation of Frederic W. Cook made in 2010 that the incorporation of performance awards into the equity vehicle mix would better serve the goals of the Company’s compensation program, the Compensation Committee altered the mix of equity awarded to the Named Executive Officers in 2011 with respect to 2010 performance to consist of 34% restricted ordinary shares or share units, 33% performance ordinary shares or share units and 33% options to purchase ordinary shares. In addition, based upon the recommendation of Frederic W. Cook, the Compensation Committee increased the salary multiples for annual awards applicable to the Named Executive Officers under the Company’s Equity Incentive Plan and amended its Equity Incentive Plan to provide that awards granted after June 2010 will not automatically vest upon a change in control of the Company, but instead will vest only in the event of certain qualifying terminations of employment within one year after a change in control.

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Once the Compensation Committee establishes the dollar value of an officer’s award, the Company uses the Black-Scholes value of the options to determine how many options to grant and the closing stock price of the ordinary shares on the NASDAQ Global Market on the grant date to determine how many restricted ordinary shares or share units and, in the case of awards made in 2011, performance ordinary shares or share units to grant. The exercise price of each option awarded is equal to the closing price of the ordinary shares on the date of grant. In connection with the Company’s payment of the Special Dividend, the Compensation Committee adjusted the exercise price of outstanding option awards pursuant to the terms of the Company’s Equity Incentive Plan.

Newly hired senior executives who are eligible to receive equity awards are generally granted their awards on the earliest to occur of the June 30th or December 31st following the date on which the employee was hired, but may receive such grants on another date if specifically approved by the Compensation Committee.

2010 Equity Incentive Awards

In January 2010, the Compensation Committee granted to each Named Executive Officer an equity incentive award in respect of his 2009 performance, with 50% of the value denominated in restricted ordinary shares or share units and 50% of the value denominated in options to purchase ordinary shares. Mr. Boissonneault was granted 87,820 restricted ordinary shares and 216,810 options to purchase ordinary shares. On the date of the grant, the aggregate fair value of the award was approximately $4,800,000. Messrs. Herendeen, Reichel and Bruno were each granted 22,970 restricted ordinary shares and 56,710 options to purchase ordinary shares. On the date of grant, the aggregate fair value of each such award was approximately $1,255,500. As Mr. van Zoonen did not commence employment until October 2009, his initial 2010 annual equity award was not based on a Company-based equity grant target or performance-based multiplier. Instead, his initial 2010 annual equity award was made in accordance with the Company’s obligations to compensate legacy employees of P&G under the purchase agreement pursuant to which it acquired PGP. Mr. van Zoonen was initially granted 17,721 restricted ordinary share units and 43,749 options to purchase ordinary shares. On the date of grant, the aggregate value of the award was approximately $968,500. In order to bring Mr. van Zoonen’s 2010 equity incentive award into alignment with the 2010 equity incentive awards made to the other Senior Executive Officers, in March 2010, the Compensation Committee granted to Mr. van Zoonen an additional 5,621 restricted ordinary share units and 13,726 options to purchase ordinary shares. On the date of grant, the aggregate fair value of Mr. van Zoonen’s additional award was approximately $287,000. Each of these awards granted in January and March 2010 to the Named Executive Officers vests ratably over four years. These equity awards are reflected in the Grants of Plan-Based Awards Table.

2011 Equity Incentive Awards

In February 2011, the Compensation Committee granted to each Named Executive Officer an equity incentive award in respect of his 2010 performance, with 34% of the value denominated in restricted ordinary shares or share units, 33% of the value denominated in performance ordinary shares or share units and 33% of the value denominated in options to purchase ordinary shares. Mr. Boissonneault was granted 59,660 restricted ordinary shares, 57,910 performance ordinary shares and 143,240 options to purchase ordinary shares. On the date of the grant, the aggregate fair value of the award was approximately $4,388,500. Messrs. Herendeen, Reichel and Bruno were each granted 20,490 restricted ordinary shares, 19,880 performance ordinary shares and 49,180 options to purchase ordinary shares. Mr. van Zoonen was granted 20,490 restricted ordinary share units, 19,880 performance ordinary share units and 49,180 options to purchase ordinary shares. On the date of the grant, the aggregate fair value of each of the awards of Messrs. Herendeen, Reichel, Bruno and van Zoonen was approximately $1,507,000.

Each award vests ratably over four years, subject, in the case of performance awards, to the achievement of annual performance targets. These equity awards are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table as such tables address only equity compensation awards granted during 2010, but will be reflected in the Company’s 2012 proxy statement.

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Transaction and Integration Incentive Program

The Named Executive Officers participated in the Company’s P&G Pharmaceuticals Business Transaction and Integration Incentive Program (the “Transaction and Integration Incentive Program”) designed to reward individuals involved in the Company’s acquisition and integration of PGP. The Compensation Committee, upon the recommendation of the Hay Group, determined in 2009 that in light of the complexity and size of the acquisition of PGP, it was appropriate to reward key employees of the Company, including the Named Executive Officers, for their substantial efforts integrating the consolidated company following this transaction. Under the Transaction and Integration Incentive Program adopted by the Compensation Committee, the Compensation Committee established for each Named Executive Officer an integration incentive award that could be paid in the form of cash or a Company equity award subject to achievement of applicable integration goals. Goals included the successful integration of all essential Company and PGP functions including finance, legal, human resources, research and development, regulatory, sales and manufacturing; the reorganization and optimization of the P&G sales force; meeting internal product development timelines with respect to PGP pipeline products; the achievement of promotional objectives with respect to PGP products; the timely transfer from P&G to the Company of the French operations of PGP; the establishment of the Company’s new corporate headquarters in Dublin, Ireland; the development and implementation of a global marketing function; obtaining local tax approvals for the consolidated business in various jurisdictions; the establishment of an employee review and merit increase system; and the implementation of controls and procedures to ensure timely and accurate reporting and SOX compliance. Based upon each Named Executive Officer’s efforts in this regard, the Compensation Committee awarded to Mr. Boissonneault, an integration incentive payment of $550,000 and to each of Messrs. Herendeen, Reichel, Bruno and van Zoonen, an integration incentive payment of $250,000. These integration incentive payments were disclosed in the “Grants of Plan-Based Awards Table” in our 2010 proxy statement and are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Other Benefits

Retirement Plans

The Named Executive Officers (other than Mr. van Zoonen), are eligible to participate in the Company’s tax-qualified 401(k) Savings Plan. In accordance with the terms of the Company’s 401(k) Savings Plan and subject to certain limitations imposed by the Internal Revenue Service, the Company matches, in cash, 75% of amounts contributed to the plan by each plan participant, up to 6% of such participant’s base salary. The matching contributions paid to the Named Executive Officers (other than Mr. van Zoonen) in 2010 are included in the “All Other Compensation” column of the Summary Compensation Table. Under the purchase agreement pursuant to which the Company acquired PGP from P&G, the Company assumed certain P&G pension plans for non-U.S. legacy P&G employees, including Mr. van Zoonen. The AXA LPP Foundation operates a pension scheme in Switzerland, in which Mr. van Zoonen is a participant. The Foundation ensures the plan meets at least the mandated requirements for minimum pension benefits. This plan is a cash balance formula, with contributions made both by the Company and Mr. van Zoonen. The plan is more fully described in the footnotes to the Summary Compensation Table and Pension Benefits Table.

Perquisites

The Compensation Committee has approved an annual housing allowance for Mr. Boissonneault in the amount of $50,000, net of tax, to reimburse him for expenses he incurs as a result of the substantial time that he is required to spend managing Company operations in Ireland. In addition, under the purchase agreement pursuant to which the Company acquired PGP, for a period of two years following the closing of the acquisition, the Company agreed to provide PGP employees, including Mr. van Zoonen, with benefits comparable in the aggregate to the benefits they received from P&G as of the date of the purchase agreement. As a result, during 2010, Mr. van Zoonen received meal and product allowances, tuition reimbursement for his children and other expenses that were covered by P&G prior to the closing of the transaction. Named Executive Officers are also

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provided with automobiles and are permitted to use the corporate aircraft for business travel. Since Named Executive Officers do not have access to the corporate aircraft for personal use, it is not considered a perquisite. However, depending on seat availability, family members may travel on the Company’s aircraft to accompany executives who are traveling on business. There is de minimis incremental aggregate cost to the Company for this perquisite.

Employment and Severance Agreements

As discussed earlier, the Named Executive Officers have employment agreements that specify minimum base salaries and, other than in the case of Mr. van Zoonen, annual incentive opportunities. The agreements with Messrs. Boissonneault, Herendeen, Reichel and Bruno were adopted and approved by the Sponsors at the time of the 2005 leveraged buyout. The agreement with Mr. van Zoonen was entered into in February 1989 with S.A. Norwich Eaton N.V., a predecessor entity to Warner Chilcott Pharmaceuticals BVBA, the Belgian subsidiary of the Company. In connection with the acquisition of PGP, the Company agreed to honor Mr. van Zoonen’s agreement.

The agreements of Messrs. Boissonneault, Herendeen, Reichel and Bruno provide for certain payments in the event of a termination of employment by the Company without cause or by reason of death or disability, or a termination by the executive officer for good reason, or a termination by the Company without cause or by the executive officer for good reason following a change of control. The agreements also contain substantial restrictive covenants. In addition, the equity award agreements that govern stock options and restricted share and share unit grants to the Named Executive Officers contain provisions regarding forfeiture. The Company believes these arrangements benefit the Company by clarifying the terms of employment and ensuring that the Company is protected by noncompete, nonsolicitation and nondisclosure provisions. Where a change of control is a possibility, they also serve to minimize the distraction that can be caused by a potential transaction and reduce the risk that critical executive officers will leave the organization before a transaction closes. As noted above, in June 2010, the Compensation Committee amended the Company’s Equity Incentive Plan to provide that future awards granted under the plan will not automatically vest upon a change in control of the Company, but instead will vest only in the event of certain qualifying terminations of employment within one year after a change in control. Under the purchase agreement pursuant to which the Company acquired PGP from P&G, for a period of two years following the closing of the acquisition, the Company agreed to provide PGP employees, including Mr. van Zoonen, with specified severance payments and benefits if terminated within such two-year period. The provisions of the agreements noted above are described and quantified under the heading “Potential Payments and Benefits upon a Termination of Employment or a Change of Control” in this Proxy Statement.

Material Tax and Accounting Considerations

In designing its compensation programs, the Compensation Committee takes into consideration the potential tax and accounting effect that each element will or may have on the Company, the executive officers, the other employees as a group and the Company’s shareholders. The Company aims to keep the expense related to its compensation programs as a whole within certain affordability levels. The number and class of shares available under the Company’s Equity Incentive Plan and/or subject to outstanding equity awards will also be adjusted by the Compensation Committee to prevent dilution or enlargement of rights in the event of various changes in the Company’s capitalization.

The Company has adopted the provisions of ASC 718 (formerly referred to as SFAS 123R). All share-based payments to employees, including grants of employee options, restricted shares and share units, are measured at fair value on the date of grant and recognized in the statement of operations as compensation expense over their vesting periods. For a description of assumptions used in calculating annual recognition of share-based compensation, see “Note 14” to the Notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2010, included in the Annual Report.

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Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction to public companies for certain compensation in excess of $1 million paid to the company’s chief executive officer and the three other most highly compensated executive officers (other than the chief financial officer), unless such amount qualifies as “performance-based compensation” pursuant to certain specified requirements. The Company expects that payments to each of the Company’s executive officers will generally comply with the rules of Section 162(m) and, in that regard, its policy is to structure compensation to be deductible to the extent feasible and consistent with its overall compensation objectives. However, maintaining tax deductibility is not the sole consideration taken into account by the Compensation Committee in determining what compensation arrangements are in the best interests of the Company and its shareholders. The Compensation Committee can and does approve payments that are not deductible when, in its judgment, such payments are necessary to achieve the Company’s compensation objectives and safeguard shareholder interests, which is the case, for example, with respect to certain of the restricted share awards awarded in 2010.

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Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Respectfully submitted by the Compensation Committee,

Stephen P. Murray, Chairman

Todd M. Abbrecht

James H. Bloem

John P. Connaughton

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Summary Compensation Table for 2010

The following table sets forth, for the years ended December 31, 2008, 2009 and 2010, information regarding the compensation of the Named Executive Officers.

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Grants of Plan-Based Awards Table for 2010

The following table sets forth information concerning the Named Executive Officers’ 2010 annual cash incentive award opportunities and 2010 grants of ordinary shares or share units and stock options under the Warner Chilcott Equity Incentive Plan.

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Outstanding Equity Awards at Fiscal Year-End Table for 2010

The following table sets forth information concerning unexercised options and unvested restricted ordinary shares and share units for each of the Named Executive Officers outstanding as of December 31, 2010. The market value of the shares and share units is based on the closing market price of the ordinary shares on December 31, 2010 ($22.56).