Board Committees

Membership

Chairman:

• Charles Bancroft

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 

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 2020 Annual Report (PDF-4.9MB).

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

Membership

Chairman:

• Urs Rohner

Members:

• Manvinder Singh (Vindi) Banga
• Dr Vivienne Cox

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 2020 Annual Report (PDF-4.9MB).

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

Membership

Chairman:

• Sir Jonathan Symonds

Members:

• Charles Bancroft
• Manvinder Singh (Vindi) Banga
• Lynn Elsenhans
• 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 2020 Annual Report (PDF-4.9MB).

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

Membership

Chairman

• Dr Jesse Goodman

Members

• Charles Bancroft
• Dr Laurie Glimcher

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)

Membership

Chairman:

• Lynn Elsenhans

Members:

• Dr Anne Beal
• 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; and
• Enterprise Risks determined by the Board to be most relevant to the Committee’s area of expertise and responsibility.

The Corporate Responsibility Committee's latest report is included in our 2020 Annual Report (PDF-4.9MB).

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

Membership

Chairman:

• Sir Jonathan Symonds

Members:

• Charles Bancroft
• Manvinder Singh (Vindi) Banga
• Dr Vivienne Cox
• Lynn Elsenhans
• 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)

Membership

Chairman:

• Sir Jonathan Symonds

Members:

• Senior Independent Director
• Chairs of the Board’s Committees

Secretary:

• Company Secretary

Frequency of meetings:

The Chairman’s Committee shall meet as required.

Role:

The objective of the Committee is to act on behalf of the Board between its scheduled meetings to take decisions on urgent matters in accordance with matters and authority delegated to it by the Board from time to time.

Download the Chairman’s 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)