Role of the Board
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 at least six scheduled 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 supporting 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 GSK Leadership 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, ethnicity, 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 have set a target to have women represent at least 33% of the Board33%
Currently women represent 27% of the Board27%
We have also set the target that at least one Board Director is ethnically diverse. Currently, two of our Director positions are held by individuals from ethnically diverse backgrounds.
The Company Secretary is responsible to the Board and is available to individual Directors in respect of Board procedures.
The Company Secretary supports the Chair 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 Fellow of the Chartered Governance Institute and a solicitor.
The role of our Chair and Chief Executive Directors
Sir Jonathan Symonds is the Chair of our Board and Emma Walmsley is our Chief Executive Officer (CEO).
The role of the Chair is to lead and manage the business of the Board to provide direction and focus, while ensuring that there is a clear structure for the effective operation of the Board and its Committees. He sets the agenda for Board discussions to promote effective and constructive debate and to support a sound decision-making process, ensuring that the Board receives accurate, timely and clear information, in particular about the company’s performance.
The Chair and the Board Committee Chairs communicate regularly with the CEO and other GLT members. The division of responsibilities between the role of Chair and the CEO has been set out in writing, agreed by the Board.
Membership of Board Committees
|Board member||Audit & Risk||Corporate Administration & Transactions||Corporate Responsibility||Nominations & Corporate Governance||Remuneration||Science||Chairs'|
|Sir Jonathan Symonds||Member||Chair||Chair|
|Dr Hal Barron||Member||Member|
|Dr Anne Beal||Member||Member||Chair||Member||Member||Member|
|Dr Hal Dietz||Member||Member|
|Dr Laurie Glimcher||Member||Member||Member|
|Dr Jesse Goodman||Member||Member||Chair||Member|
|Dr Vishal Sikka||Member||Member|
Each Executive Director has a contract of service with the company with a notice period on termination of 12 months by the employing company or the Executive Director. Dr Hal Barron transitioned from Executive Director to Non-Executive Director on 1 August 2022.
Non-Executive Directors do not have service contracts. They have a letter of appointment.
Inspection of contracts and letters of appointment
Our Executive Directors' contracts of service and our Non-Executive Directors' letters of appointment with GSK or any of its subsidiaries are available for inspection at GSK House. Please contact the Company Secretary to arrange inspection at the following address:
980 Great West Road
Visits can be arranged during normal business hours 09.00 to 17.00 (UK) (Saturdays, Sundays and public holidays excepted). The documents are also available for inspection at our Annual General Meeting each year for an hour before the meeting commences until the end of the meeting.
Independent Non-Executive Directors
GSK complies with and significantly exceeds the requirement of the Financial Reporting Council's UK Corporate Governance Code, that at least half the Board, excluding the Chair, should be Non-Executive Directors whom the Board consider to be independent. Our Board considers all its Non-Executive Directors, with the exception of Dr Hal Barron, to be independent in accordance with the criteria set out in Provision 10 of the Code.
These criteria are designed to assist our Board in determining whether there are circumstances that might impair their independence.
These criteria are considered annually, and at its last assessment the Board concluded that the majority of Board members are independent Non-Executive Directors.
When Sir Jonathan Symonds was appointed to the Board as Chair he was judged to be independent. Upon taking up the Chairship he is now excluded from the determination of whether at least half the Board are Independent Non-Executive Directors.
Charles Bancroft was appointed Senior Independent Director with effect from 18 July 2022.
His role is to act as a sounding board for the Chair and a trusted intermediary for the other Directors. He is also available as an additional point of contact for shareholders.
Independent external advice
There may be occasions when one or more of the directors feel it is necessary to take independent legal and/or financial advice in respect of our business. GSK will reimburse the costs of obtaining such advice, provided that prior consent is first obtained from one of the following:
- the Chair of the Board
- any Deputy Chair
- the Chair of the Audit & Risk Committee
Once consent has been obtained, notice must be given by the director concerned to the Company Secretary that external advice is being sought. The Company Secretary will communicate any such notification to the Chair.
In most cases, it would be anticipated that the advice being sought would be legal advice, and only in the rarest of cases would independent financial advice be necessary. This is because any financial advice being given to GSK would normally be given to all the directors together. There might however be occasions when a director might feel that s/he needs to take independent legal advice so as not to expose himself/herself to any liability.