Board Committees
Find out who sits on our various Board Committees and what these Committees do.
Audit & Risk Committee

Membership
Chairman:
- Judy Lewent
Members:
- Charles Bancroft
- 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
Role:
The Audit & Risk Committee reviews the financial reporting process, the integrity of the Company’s financial statements, the external and internal audit process, the system of internal control and the identification and management of risks, and the Company’s process for monitoring compliance with laws, regulations and ethical codes of practice.
The Committee consists entirely of Independent Non-Executive Directors.
The Audit & Risk Committee's latest report is included in our 2019 Annual Report.
Download the Audit & Risk Committee's terms of reference (PDF)
Back to topRemuneration Committee
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 2019 Annual Report.
Download the Remuneration Committee's terms of reference (PDF)
Back to topNominations & Corporate Governance Committee
Membership
Chairman:
- Sir Jonathan Symonds
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:
- reviews the structure, size and composition of the Board, the appointment of members to Board Committees and the appointment of Corporate Officers and makes recommendations to the Board as appropriate
- plans and assesses orderly succession for Executive and Non-Executive directors
- reviews management's Succession Plan to ensure its adequacy
- is responsible for reporting to the Board, overseeing and monitoring corporate governance arrangements and for making recommendations to the Board to ensure the Company’s standards and arrangements are consistent with existing corporate governance standards and emerging best practice
- reviews the Company’s conflicts of interest
The latest Nominations Committee's report is included in our 2019 Annual Report.
Download the Nominations & Corporate Governance Committee's terms of reference (PDF)
Back to topScience Committee
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:
The Science Committee supports the Board in its understanding of the key strategic themes, upon which the Company’s R&D strategy is based, and of any external transactions, by performing in depth reviews of the underlying scientific assumptions to give the Board technical assurance. It also undertakes more in depth risk oversight of R&D related risks.
Download the Science Committee terms of reference (PDF).
Back to topCorporate Responsibility Committee
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 considers GSK’s Trust priority and oversight of progress against the associated Trust commitments which reflect the most important issues for responsible and sustainable business growth. It has oversight of the views and interests of our internal and external stakeholders and reviews issues that have the potential for serious impact upon GSK’s business and reputation.
The Corporate Responsibility Committee's latest report is included in our 2019 Annual Report.
Download the Corporate Responsibility Committee's terms of reference (PDF)
Back to topTransformation & Separation Committee
Membership
Chairman:
- Sir Jonathan Symonds
Members:
- Charles Bancroft
- Manvinder Singh (Vindi) Banga
- Dr Vivienne Cox
- Lynn Elsenhans
- Judy Lewent
- Urs Rohner
Secretary:
- Victoria Whyte
In attendance:
- Chief Strategy Officer
- Chief Executive Officer
- Chief Financial Officer
- General Counsel
- External Advisers - as appropriate
Frequency of meetings:
The Transformation & Separation Committee shall meet as required.
Role:
The Committee has been established to advise and assist on the transformation and separation of the Company and oversee the associated risks in separating the group into a Biopharma and Consumer Healthcare companies.
Download the Transformation & Separation Committee’s terms of reference (PDF)
Back to topCorporate Administration and Transactions Committee
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)
Back to topMore on governance
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Other committees
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Shareholders
Information on reporting to shareholders, such as financial results which are announced on a quarterly basis in April, July, October and February
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Sarbanes-Oxley Act 2002
The Sarbanes-Oxley Act of 2002 established new standards for corporate accountability in the USA. Find out how GSK ensures compliance with the Sarbanes-Oxley
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Global Ethics and Compliance
The Global Compliance function is responsible for supporting the development and implementation of practices that comply with laws and Group policy
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Governance
At GSK we are committed to operating at the highest standards of corporate governance.
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Board of Directors