Complying with the Sarbanes-Oxley Act 2002

Following a number of corporate and accounting scandals in the USA, Congress passed the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). Sarbanes-Oxley established new standards for corporate accountability in the USA. Although our corporate governance structure was believed to be robust and in line with best practice, certain changes were necessary to ensure compliance with Sarbanes-Oxley.

The Sarbanes-Oxley code of ethics

Sarbanes-Oxley requires GSK to have a code of ethics "applicable to its Principal financial officer and controller or Principal accounting officer, or persons performing similar functions".
The code is defined as having standards that promote:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships      
  • full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer
  • compliance with applicable governmental rules and regulations

GSK formulated a Sarbanes-Oxley code of ethics around seven policies:

  • Code of conduct
  • Company assets and proprietary information
  • External communications to investors and media; external speaking engagements and publications
  • Political contributions
  • Preventing corrupt practices and maintaining standards of documentation
  • Risk management and legal compliance
  • Share dealing

Our code of ethics goes beyond the requirements of Sarbanes-Oxley, in that it is applicable to all employees. The Chief Executive Officer and Chief Financial Officer have both signed statements certifying their compliance with the code of ethics, as have the Senior Vice President, Financial Controller and the Senior Vice President, Finance Services.

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