Board committees

Membership

Chair:

• Judy Lewent

Members*:

• Manvinder Singh (Vindi) Banga
• Lynn Elsenhans

Secretary:          

• Victoria Whyte

In attendance: 

• Chairman
• Chief Executive Officer
• Chief Financial Officer
• General Counsel
• President, R&D
• Head of Audit & Assurance
• SVP, Global Ethics & Compliance
• Chief Medical Officer
• Representative of external auditors
• Financial Controller

 Frequency of meetings:               

• Not less than four times a year

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.

* On joining the Board as an Independent Non-Executive Director with effect from 1 September 2017, Dr Laurie Glimcher will become a member of the Audit & Risk Committee.  

The Audit & Risk Committee's latest report is included in our 2016 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:

• Chief Executive Officer
• Head of Human Resources
• Head of Reward
• Committee adviser - Deloitte LLP

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

Frequency of meetings:

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 and the Chairman. The Chairman and the CEO are 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 2016 Annual Report.

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

Membership

Chairman:

• Sir Philip Hampton

Members:

• Professor Sir Roy Anderson
• 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 Chairman.

The latest Nominations Committee's report is included in our 2016 Annual Report.

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

Membership

Chairman

• Dr Jesse Goodman

Members*

• Professor Sir Roy Anderson
• Judy Lewent

Generally in attendance at each meeting:

• Chairman
• Chief Executive Officer
• President, R&D
• Head of Vaccines R&D

In attendance as required:

• 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.

* On joining the Board as an Independent Non-Executive Director and a Scientific and Medical Expert with effect from 1 September 2017, Dr Laurie Glimcher will become a member of the Science Committee. 

Download the Science Committee terms of reference (PDF).

Membership

Chairman:

• Lynn Elsenhans

Members:

• Professor Sir Roy Anderson
• Dr Vivienne Cox
• Dr Jesse Goodman

Secretary:

• Victoria Whyte

In attendance as required:

• Chief Executive Officer
• Head of Communications and Government Affairs
• Head of Human Resources
• General Counsel
• Head of Corporate Responsibility and Reporting
• President, Global Pharmaceuticals
• President, R&D
• 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:

Four 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 of Independent Non-Executive Directors and the Chairman.

GSK issues an annual Responsible Business Supplement and the Corporate Responsibility Committee's latest summary is included in our 2016 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)