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Independence of Non-Executive Directors

The Board considers all its Non-Executive Directors to be independent in character and judgement although it determined that Dr Shapiro (who retired from the Board on 17 May 2006) was not 'independent' under the Combined Code on Corporate governance ("Combined Code").

This was due to the remuneration that she received from the group as a member of the GlaxoSmithKline scientific advisory board.

When Sir Christopher Gent was appointed to the Board as Deputy Chairman, he was determined to be independent. Upon taking up the Chairmanship of the Board he was excluded from the determination of whether at least half the Board are Independent Non-Executive Directors.

The Board considers that Professor Anderson, Dr Burns, Mr Culp, Sir Crispin Davis, Sir Deryck Maughan, Dr Podolsky, Sir Ian Prosser, Dr Schmitz, Mr de Swann and Sir Robert Wilson are independent under the Combined Code. A majority of the Board members are Independent Non-Executive Directors, in accordance with the recommendations of the Combined Code.

In the case of Dr Schmitz, the Board agreed in 2005 that he should stand for a further three year term. The Board is satisfied that following its review of Board and Director effectiveness in December 2006 that Dr Schmitz remains independent in character and judgement. He continues to demonstrate the characteristics of independence such as objectively challenging management and taking part in rigorous debate, while at the same time possessing an outstanding knowledge of the company's business and affairs, together with his experience gained as Chairman of the Audit Committee. In a long cycle investment business such as GSK, it is considered to be particularly important to have experienced members on the Board.

Senior independent director
Sir Ian Prosser was appointed Senior Independent Director with effect from 1 January 2004.

Sir Roger Hurn was Senior Independent Director from 1 January 2003 to 5 June 2003.

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