In line with the requirements of the UK Corporate Governance Code (formerly the Combined Code), our Board considers all its Non-Executive Directors to be independent in character and judgement. 

In addition, the Code sets out criteria designed to assist our Board in determining whether there are circumstances that might affect, or could appear to affect, a director’s judgement and therefore their independence.

These criteria are considered annually, and at its last assessment the Board concluded that Professor Sir Roy Anderson, Dr Stephanie Burns, Sir Crispin Davis, Sir Deryck Maughan, Dr Daniel Podolsky, Tom de Swaan and Sir Robert Wilson are independent. Therefore in accordance with the Code, the majority of Board members are independent Non-Executive Directors.

Stacey Cartwright and Judy Lewent, who both joined our Board after the last formal assessment had been conducted, were considered to be Independent Non-Executive Directors upon their appointment.

When Sir Christopher Gent was appointed to the Board as Deputy Chairman, he was judged to be independent. Upon taking up the Chairmanship he was excluded from the determination of whether at least half the Board are Independent Non-Executive Directors. Because he is independent, Sir Christopher is also a member of the Remuneration Committee, as permitted by the Code.

Senior independent director

Sir Robert Wilson was appointed Senior Independent Director with effect from 20 May 2009.

His role is to act as a sounding board for the Chairman and a trusted intermediary for the other Directors. He is also available as an additional point of contact for shareholders.

Independent external advice

There may be occasions when one or more of the directors feel it is necessary to take independent legal and/or financial advice in respect of our business. GSK will reimburse the costs of obtaining such advice, provided that prior consent is first obtained from one of the following:

• the Chairman of the Board
• any Deputy Chairman
• the Chairman of the Audit & Risk Committee

Once consent has been obtained, notice must be given by the director concerned to the Company Secretary that external advice is being sought. The Company Secretary will communicate any such notification to the Chairman.

In most cases, it would be anticipated that the advice being sought would be legal advice, and only in the rarest of cases would independent financial advice be necessary. This is because any financial advice being given to GSK would normally be given to all the directors together. There might however be occasions when a director might feel that s/he needs to take independent legal advice so as not to expose himself/herself to any liability.