Board Committees

Membership

Chairman:

• Judy Lewent

Members:

• Manvinder Singh (Vindi) Banga
• Lynn Elsenhans
• Dr Laurie Glimcher 

Secretary:          

• Victoria Whyte

In attendance: 

• All Board Directors 
• General Counsel
• Financial Controller
• Head of Audit & Assurance
• Head of Global Ethics & Compliance
• Chief Medical Officer
• External auditors

 Frequency of meetings:               

• Not less than six times a year and otherwise as necessary 

The Audit & Risk Committee reviews: 

• the integrity of our financial and internal reporting process
• the integrity of our financial statements
• the external and internal audit processes
• the system of internal controls and the identification and management of risks

The Committee also proposes to shareholders the appointment, re-appointment and removal of external auditors and is directly responsible for their remuneration and oversight of their work.

The Committee consists entirely of Independent Non-Executive Directors.

The Audit & Risk Committee's latest report is included in our 2017 Annual Report.

Download the Audit & Risk Committee's terms of reference (PDF)

Membership

Chairman:

• Urs Rohner

Members:

• Dr Vivienne Cox
• Manvinder Singh (Vindi) Banga
• Judy Lewent

Secretary:

• Victoria Whyte

In attendance:

• Company Chairman
• Chief Executive Officer
• Head of Human Resources
• Head of Reward
• Independent Committee Adviser 

Any Non-Executive Director shall be entitled to attend the Committee meetings.

Frequency of meetings:

At least four times a year and otherwise as necessary.

Role:

Within its terms of reference, and the approved Remuneration Policy, the Remuneration Committee determines the remuneration of the Executive Directors and members of the CET and, with the assistance of external independent advisors, evaluates and makes recommendations to our Board on remuneration policy. The Committee consists of Independent Non-Executive Directors. The Company Chairman and the CEO are entirely responsible for evaluating and making recommendations to the Board on the remuneration of Non-Executive Directors within the terms of the approved Remuneration Policy (PDF).

The Remuneration Committee’s latest Annual Report on Remuneration is included in our 2017 Annual Report.

Download the Remuneration Committee's terms of reference (PDF)

Membership

Chairman:

• Sir Philip Hampton

Members:

• Manvinder Singh (Vindi) Banga
• Lynn Elsenhans
• Judy Lewent
• Urs Rohner

Secretary:

• Victoria Whyte

In attendance:

• Chief Executive Officer
• Head of Human Resources
• External Advisers - as appropriate

Frequency of meetings:

The committee meets at least twice a year to consider succession planning, with other meetings held as required.

Role:

The Nominations Committee reviews the structure, size and composition of our Board and the appointment of members to the Board and the CET. The committee also monitors the planning of succession to the Board and senior management. It is also responsible for considering and, if appropriate, authorising conflicts of interest. The committee consists of Independent Non-Executive Directors and the Company Chairman.

The latest Nominations Committee's report is included in our 2017 Annual Report.

Download the Nominations Committee's terms of reference (PDF)

Membership

Chairman

• Dr Jesse Goodman

Members

• Dr Laurie Glimcher 
• Judy Lewent

In attendance:

• Company Chairman
• Chief Scientific Officer and President, R&D
• President, Global Vaccines 
• Independent senior external scientific adviser(s)
• Chief Financial Officer
• Other Company executives

Secretary

• Company Secretary

Role:

Review the performance of GSK’s R&D, strategy and trajectory and assist the Board in its consideration and oversight of matters relating to R&D.

Download the Science Committee terms of reference (PDF).

Membership

Chairman:

• Lynn Elsenhans

Members:

• Dr Vivienne Cox
• Dr Jesse Goodman

Secretary:

• Victoria Whyte

In attendance as required:

• Company Chairman
• Chief Executive Officer
• Chief Scientific Officer and President, R&D
• President, Global Affairs 
• Head of Corporate Affairs 
• Head of Global Corporate Responsibility 
• General Counsel
• President, Global Pharmaceuticals
• President, Global Vaccines
• CEO, GSK Consumer Healthcare
• President, Global Manufacturing & Supply
• Independent External Corporate Responsibility Adviser

Other executives will be invited to attend the Committee as necessary 

Frequency of meetings:

Three times a year or more frequently as necessary.

Role:

The Corporate Responsibility Committee provides a Board-level forum for the review of external issues that could potentially impact upon our business and reputation. The Committee is also responsible for overseeing our worldwide charitable donations and community support. The Committee consists entirely of Independent Non-Executive Directors.

GSK issues an annual Responsible Business Supplement and the Corporate Responsibility Committee's latest report is included in our 2017 Annual Report.

Download the Corporate Responsibility Committee's terms of reference (PDF)

Membership

Members:

• Directors, CET members and the Company Secretary

Frequency of meetings:

Held as necessary.

Role:

The Corporate Administration and Transactions Committee reviews and approves matters in connection with the administration of our business, and of certain corporate transactions. The committee consists of the directors, Corporate Executive Team members and the Company Secretary.

Download the Corporate Administration and Transactions Committee's terms of reference (PDF)