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Independence of Non-Executive Directors

The Board considers all its Non-Executive Directors to be independent in character and judgement.

Dr Schmitz has served on the Board for more than ten years, having been appointed to the Board of Glaxo Wellcome plc on 1st January 1997. During consideration of the Annual Review of Board effectiveness at its meeting in January 2009, the Board concluded that Dr Schmitz remained independent, notwithstanding his length of service.

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. Sir Christopher Gent is a member of the Remuneration Committee, as permitted by the Combined Code, in light of his independence upon appointment as Chairman.

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.

Mr James Murdoch joined the Board with effect from 20th May 2009 and the Board determined that he will be an independent Non-Executive Director in accordance with the Combined Code.

Sir Ian Prosser and Dr Schmitz retired from the Board following the AGM in May 2009.

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

Sir Ian Prosser was Senior Independent Director from 1 January 2004 to 20 May 2009.

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

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