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Risk Oversight Compliance Council (ROCC)

Membership
The Risk Oversight and Compliance Council is chaired by the corporate compliance officer and includes at least three members of the CET appointed by the CEO. Other members include the General Counsel, Company Secretary and the Head of Global Internal Audit.

Additional members may be added by the ROCC Chairman from time to time as appropriate.

Purpose
The ROCC assists the Audit Committee in its review of activities and helps to ensure that effective internal controls are implemented for all significant risks. The board approved the establishment of the ROCC, guided by the Corporate Compliance Officer, with the following terms of reference:

• Identify all significant risks to which the company is exposed;
• Monitor the effectiveness of internal controls implemented to manage those risks; and
• Ensure adequate information and reporting to support the annual review by the directors of such internal controls.

Reporting line
In accordance with its role, the Audit Committee reviews information and reports from the ROCC and in turn reports to the Board on these matters.

Responsibility

• To assess at appropriate frequencies the significant risks to which GlaxoSmithKline is exposed;
• Work with all sectors and functions to ensure a sound system of internal controls for the management of all significant risks, including process, accountability and reward programs;
• Establish and manage a reporting process through which major sectors and functions provide regular reports on internal controls for significant risks affecting their businesses;
• Direct audits, reviews and other methods to monitor the effectiveness of such internal controls; and
• Identify and implement methods to integrate risk management into business process improvement programs, and provide for sharing of best practices among sectors and compliance and audit groups.

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