Committees

Membership

Chair:

• Charles Bancroft

Members:

• Elizabeth McKee Anderson
• Urs Rohner

Secretary:

• Victoria Whyte

In attendance:

• Dr Vishal Sikka (Non-Executive Director and Technology Expert)
• Company Chair
• Chief Executive Officer
• Chief Financial Officer
• General Counsel
• Head of Audit & Assurance
• Group Financial Controller
• Chief Compliance Officer
• Representatives from the Company’s external auditor
• Other Executives as required

Frequency of meetings:

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

Role:

 The Committee reviews:

• the financial reporting process;
• the integrity of the Company’s financial statements;
• oversight and approval of ESG data assurance;
• 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 Annual Report.

Terms of Reference Audit & Risk Committee PDF - 346kb

Membership

Chair:

• Urs Rohner

Members:

• Elizabeth McKee Anderson
• Charles Bancroft
• Dr Anne Beal

Secretary:

• Victoria Whyte

In attendance:

• Company Chair
• Chief Executive Officer
• Chief People Officer
• Senior Vice President, Reward
• External advisers
• Other Executives as required

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 GSK Leadership Team 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 Chair 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 Annual Report.

Terms Of Reference Remuneration Committee PDF - 232kb

Membership

Chair:

• Sir Jonathan Symonds

Members:

• Charles Bancroft
• Dr Anne Beal
• Urs Rohner

Secretary:

• Victoria Whyte

In attendance:

• Chief Executive Officer
• Chief People Officer
• 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 of the Company’s Directors and other officers

The latest Nominations & Corporate Governance Committee report is included in our Annual Report:

Terms Of Reference Nominations Corporate Governance Committee PDF - 145kb

Membership

Chair:

• Dr Hal Dietz

Members:

• Dr Hal Barron
• Dr Jesse Goodman

In attendance:

• Company Chair
• Chief Executive Officer
• Chief Scientific Officer
• SVP, Development
• SVP, Research
• Independent senior external scientific adviser(s)
• Chief Financial Officer
• Chief Medical Officer
• SVP, Head of Audit & Assurance
• Chief Compliance 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.

Terms Of Reference Science Committee PDF - 144kb

Membership

Chair:

• Dr Anne Beal

Members:

• Dr Jesse Goodman
• Dr Vishal Sikka

Secretary:

• Victoria Whyte

In attendance as required:

• Company Chair
• Chief Executive Officer
• Chief Scientific Officer 
• SVP and General Counsel President, Global Affairs
• SVP, Global Communications and CEO office SVP, Corporate Affairs
• VP, Reputation and Responsible Business
• Chief People Officer
• Chief Commercial Officer 
• President, Global Supply Chain
• CEO ViiV Healthcare and President, Global Health, GSK
• SVP, Head of Audit & Assurance

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 has 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 Annual Report:

Terms Of Reference Corporate Responsibility Committee PDF - 137kb

Membership

Chair:

• Sir Jonathan Symonds

Members:

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

Secretary:

• Company Secretary

Frequency of meetings:

The Chairs' 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.

Terms Of Reference Chairs' Committee PDF - 100kb

Membership

Members:

• Directors
• GLT members
• 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, GSK Leadership Team members and the Company Secretary.

Terms Of Reference Corporate Administration and Transactions Committee PDF - 150KB

Membership

Chair:

• Dame Emma Walmsley

Members:

• Diana Conrad - Chief People Officer
• Iain Mackay - Chief Financial Officer
• James Ford - SVP and Group General Counsel, Legal and Compliance
• Sally Jackson - Senior Vice President, Global Communications and CEO Office
• Luke Miels - Chief Commercial Officer
• Shobie Ramakrishnan - Chief Digital & Technology Officer
• David Redfern - Chief Strategy Officer
• Phil Thomson - President, Global Affairs
• Regis Simard - President, Global Supply Chain
• Deborah Waterhouse - CEO, ViiV Healthcare
• Tony Wood - Chief Scientific Officer

Secretary:

• SVP, Global Communications and CEO Office

Frequency of meetings:

• The GLT meets 11 times per year.

The GLT assists the CEO in the executive management of the company.

Membership

The Risk Oversight and Compliance Council (ROCC) is Co-chaired by the  Group General Counsel, and the Chief Financial Officer, and includes at least three members of the GSK Leadership Team appointed by the CEO. Other members include the Company Secretary and the Head of Audit & Assurance.

Purpose

The ROCC assists the Audit & Risk Committee in its review of activities and helps to ensure that effective internal controls are implemented for all significant risks. The establishment of the ROCC was approved by our Board, guided by the Corporate Compliance Officer.

Reporting line

In accordance with its role, the Audit & Risk Committee reviews information and reports from the ROCC and in turn reports to our Board on these matters.

Responsibility

The ROCC is responsible for carrying out the following tasks:

• Ensure a robust process exists for the business to identify significant risks to which GSK is exposed
• Ensure Enterprise Risk Strategies are fit for purpose, root causes of significant incidents and adverse audit outcomes are understood, and effective corrective and preventive actions are implemented
• Escalate issues, critical audit findings or risks to the GSK Leadership Team and Audit & Risk Committee that require action or where significant exposure to GSK may exist
• Ensure effective communication and reporting of important risk and control information between other key risk committees, GSK Leadership Team and Audit & Risk Committee
• Deliver visible leadership in promoting GSK’s values as part of risk management

Membership

Chair:

• Company Secretary

Members:

• Group Financial Controller
• President, Global Affairs
• Head of Corporate Affairs
• Head of Investor Relations
• Head of Investor Relations US
• Head of Global External and Market Communications
• Associate General Counsel, Legal Operations-Business Development Transactions
• Head of Legal Operations (UK & US) Regional and Dermatology

Secretary:

• Assistant Company Secretary

In attendance:

Representatives from:

• Our external auditors
• Our external legal advisers UK and US
• Our brokers
• Internal experts (including Head of Global Finance Reporting & Analysis)

The Disclosure Committee was established by the CEO and the CFO and has responsibility for considering the materiality of information (information that may affect our stock price), and determining on a timely basis the disclosure of this information. The committee meets as necessary.

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