Role of the Board
Our Board is responsible for the long-term success of GSK and membership includes five Executive Directors and 7 Non-Executive Directors.
The Board is accountable to shareholders for ensuring that GSK is appropriately managed and achieves the strategic objectives it sets. The Board carries out its responsibilities through a programme of six meetings a year, which includes the approval of overall budgetary planning and business strategy.
The Board reviews our internal controls and risk management policies and approves our governance structure and code of conduct. It also appraises and approves major financing, investment and licensing decisions, and evaluates and monitors the performance of GSK as a whole. This includes:
- engaging with and challenging the CEO and other Executive Directors on the financial and operating performance of the group and external issues relevant to the group's prospects
- evaluating progress towards our financial and business objectives and annual plans
- scrutinising the performance of management in meeting these objectives and plans
- monitoring - through reports received directly or from various committees - the key significant risks facing GSK
Our Board has overall responsibility for succession planning for the CEO and other Executive Directors and it gives the CEO broad authority to operate the business of the group. The CEO is therefore accountable for business performance and reports back to the Board.
The Board meets the Corporate Executive Team members on an annual basis to discuss and develop proposals collectively in relation to the group's strategy.
Regarding composition of the Board, our priority is to have diversity in terms of gender, length of tenure, and business experience across developed and emerging markets. We believe that such a diverse balance is in the best long-term interests of shareholders. We set an aspiration to have women represent 25% of the board by the start of 2013 and to maintain or exceed this level. We exceeded this target in 2012 and maintained it since, with a current female board director representation of 31%. We are currently working towards meeting or succeeding an increased target of 33% female board representation by 2020.
The Company Secretary is responsible to the board and is available to individual directors in respect of Board procedures.
The Company Secretary supports the Chairman in the delivery of the corporate governance agenda, in particular the planning of the annual cycle of Board and Board Committee meetings, and ensures that information is made available to Board members in a timely fashion. She also advises the Directors on Board procedures and corporate governance matters.
Our Company Secretary is Victoria Whyte who was appointed in January 2011. She is Secretary to all the Board committees. Victoria is a solicitor and a Fellow of the Institute of Chartered Secretaries and Administrators.