Skip to Content Skip to Search

Committees

Board Committees

Find out who sits on our various Board Committees and what these Committees do

Audit & Risk Committee

Membership

Chair:

  • Charles Bancroft


Members:

  • Dr Anne Beal
  • Dr Laurie Glimcher
  • Urs Rohner


Secretary:

  • Victoria Whyte


In attendance:

  • All Board Directors
  • General Counsel
  • Financial Controller
  • Head of Audit & Assurance
  • Chief Compliance Officer
  • 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 Annual Report.


Annual Report 2021 PDF - 4.8mb

Terms Of Reference Audit & Risk Committee PDF - 198kb

 

Back to top

Remuneration Committee

Membership

Chair:

  • Urs Rohner


Members:

  • Charles Bancroft
  • Dr Anne Beal


Secretary:

  • Victoria Whyte


In attendance:

  • Company Chair
  • 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 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.


Annual Report 2021 PDF - 4.8mb

Terms Of Reference Remuneration Committee PDF - 181kb

Back to top

Nominations & Corporate Governance Committee

Membership

Chair:

  • Sir Jonathan Symonds


Members:

  • Charles Bancroft
  • Dr Anne Beal
  • 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 & Corporate Governance Committee report is included in our Annual Report:

Annual Report 2021 PDF - 4.8mb

Terms Of Reference Nominations Corporate Governance Committee PDF - 145kb

Back to top

Science Committee

Membership

Chair:

  • Dr Jesse Goodman


Members:

  • Dr Hal Barron
  • Dr Hal Dietz
  • Dr Laurie Glimcher


In attendance:

  • Company Chair
  • Chief Scientific Officer
  • 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.


Terms Of Reference Science Committee PDF - 119kb

Back to top

Corporate Responsibility Committee

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 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

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:

Annual Report 2021 PDF - 4.8MB

Terms Of Reference Corporate Responsibility Committee PDF - 137kb

Back to top

Chairs' Committee

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

Back to top

Corporate Administration and Transactions Committee

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 - 128.8KB

Back to top

Other committees

In addition to the Board Committees, certain other committees have been established to perform specific functions.

Find out what the role of each committee is, who sits on them, and how often they meet.

GSK Leadership Team

Membership

Chair:

  • Dame Emma Walmsley

 

Members:

  • Roger Connor - President, Vaccines & Global Health
  • 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.

Back to top

Risk Oversight and Compliance Council (ROCC)

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
Back to top

Disclosure Committee

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)

Back to top

Membership of Board Committees

Please find a list of our different Board Committees and members below:

Board member Audit & Risk Corporate Administration & Transactions Corporate Responsibility Nominations & Corporate Governance Remuneration Science Chairs'
Sir Jonathan Symonds   Member   Chair     Chair
Emma Walmsley  

Member

         
Iain Mackay   Member          
Dr Hal Barron   Member       Member  
Charles Bancroft Chair Member   Member 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
Urs Rohner Member Member   Member Chair   Member
Dr Vishal Sikka   Member Member        

 

Back to top