Governance and Remuneration 2014
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Governance & remuneration reportStrategic In this section Our Board 72 Our Corporate Executive Team 76 Chairman’s letter 78 Corporate governance framework 79 Board report to shareholders Oversight and stewardship in 2014 and future actions 80 remuneration & Governance Leadership and effectiveness 82 Committee reports Audit & Risk 86 Nominations 92 Corporate Responsibility 94 Remuneration report Chairman’s annual statement 96 Annual report on remuneration 97 2014 Remuneration policy report 119 Financial statements Financial Investor information Investor GSK Annual Report 2014 71 Our Board Strategic reportStrategic Diversity Experience International experience Composition Tenure (Non-Executives) % % % % Scientific 19 Global 75 Executive 19 Up to 3 years 39 % % % % Finance 31 USA 100 Non-Executive 81 3-6 years 15 % % % % Industry 50 Europe 94 Male 69 7-9 years 23 % % % EMAP 63 Female 31 Over 9 years 23 Sir Christopher Gent 66 Skills and experience Chairman Sir Christopher has many years of experience of leading global businesses and a track record of delivering outstanding performance Governance & remuneration & Governance Nationality in highly competitive industries. He was appointed Managing Director British of Vodafone plc in 1985 and then became its Chief Executive Officer Appointment date in 1997 until his retirement in 2003. Sir Christopher was also a 1 June 2004 and as Chairman Non-Executive Director of Ferrari SpA and a member of the British on 1 January 2005 Airways International Business Advisory Board. Committee membership External appointments Corporate Responsibility Sir Christopher is a Senior Adviser at Bain & Co. Committee Chairman, Nominations, Remuneration and Finance Sir Philip Hampton 61 Skills and experience Chairman Designate Prior to joining GSK, Sir Philip chaired major FTSE 100 companies including J Sainsbury plc. He has also served as Group Finance Nationality Director at Lloyds TSB Group, BT Group plc, BG Group plc, British British Gas and British Steel plc. Sir Philip was previously appointed an Financial statements Financial Appointment date Executive Director of Lazards and a Non-Executive Director at RMC 1 January 2015. Deputy Group Plc and Belgacom SA. Until 2009, he was Chairman of UK Chairman from 1 April 2015 and Financial Investments Limited, which manages the UK Government’s Non-Executive Chairman from shareholdings in banks. 7 May 2015 External appointments Committee membership Sir Philip is currently Chairman of The Royal Bank of Scotland Group Nominations Committee plc. He is also the Senior Independent Director of Anglo American Plc, Chairman, Finance Chairman of its Remuneration Committee and member of its Audit Committee. Sir Andrew Witty 50 Skills and experience Chief Executive Officer Sir Andrew joined GSK in 1985. He has worked in the UK, South Africa, the USA and Singapore in various senior roles. In 2003, Nationality he was appointed President of Europe and joined GSK’s Corporate British Executive Team. Sir Andrew served as the Lead Non-Executive Board Investor information Investor Appointment date member for the Department for Business, Innovation and Skills to 31 January 2008 and as Chief December 2013. He was also President of the European Federation Executive Officer on 21 May of Pharmaceutical Industries and Associations until July 2013. 2008 External appointments Committee membership Sir Andrew is a member of the Prime Minister’s Business Advisory Finance Group. He is also appointed to the UK Business Ambassador Group and School of Economics & Management Advisory Board (SEM), Tsinghua University, Beijing, China. Sir Andrew is Chancellor of the University of Nottingham. Simon Dingemans 51 Skills and experience Chief Financial Officer Prior to joining GSK, Simon has over 25 years of experience in investment banking at SG Warburg and Goldman Sachs. During this Nationality time, he advised a broad range of large corporates across a number of British industry sectors, including pharmaceuticals and consumer healthcare. Appointment date Simon advised GSK for over a decade before his appointment and was 4 January 2011 and as Chief closely involved in a number of GSK’s key strategic projects. Financial Officer on 1 April 2011 External appointments Committee membership Simon is Chairman of the 100 Group and a member of the Corporate Finance Development Council for the National Theatre. 72 GSK Annual Report 2014 Strategic reportStrategic Dr Moncef Slaoui 55 Skills and experience Chairman, Global Vaccines Moncef joined GSK Vaccines in 1988 where he engineered the development of a robust vaccines pipeline. He then led Worldwide Nationality Business Development for pharmaceutical products before his Moroccan, Belgian & American appointment to lead R&D in 2006. He was given overall responsibility Appointment date for GSK’s Oncology Business in 2010; for GSK Vaccines in 2011; and 17 May 2006 for all Global Franchises in 2012. Moncef has advised the US President’s Council of Advisors on Science and Technology and he was a member of Committee membership the Board of the Agency for Science, Technology & Research (A*STAR) Finance until January 2011. He has a PhD in Molecular Biology and Immunology from Université Libre de Bruxelles and has published more than 100 scientific papers and presentations. Prior to joining GSK, Moncef was Professor of Immunology at the University of Mons, Belgium. External appointments Moncef is a member of the PhRMA and the Biotechnology Industry remuneration & Governance Organization boards in the USA and a member of the Advisory Committee to the Director of National Institutes of Health. He is also an adviser to the Qatar Foundation, and a member of the Qatar Biomedical Research Institute Scientific Advisory Committee. Moncef serves as a Non-Executive Director for the International AIDS Vaccine Initiative (IAVI). Sir Deryck Maughan 67 Skills and experience Senior Independent Sir Deryck has a wealth of international corporate and investment Non-Executive Director banking experience, having previously served as Chairman and Chief Executive Officer of Citigroup International and of Salomon Brothers Nationality Inc. He served as Vice Chairman of the New York Stock Exchange from British 1996 to 2000. Sir Deryck was a former Senior Adviser to, and Partner Appointment date of, Kohlberg Kravis Roberts & Co and previously served as a Non- 1 June 2004 and as Senior Executive Director of Thomson Reuters. Independent Non-Executive External appointments Director on 1 May 2013 statements Financial Sir Deryck is a Non-Executive Director of BlackRock Inc, Trustee of the Committee membership British Museum and of New York University Langone Medical Center. Audit & Risk, Nominations, Remuneration and Finance Professor Sir Roy Anderson 67 Skills and experience Independent Non-Executive Professor Sir Roy is a world-renowned medical scientist with advanced Director & Scientific Expert knowledge of infectious disease epidemiology and is currently Professor of Infectious Disease in the Faculty of Medicine, Imperial Nationality College, London. He is a fellow of the Royal Society, the Academy of British Medical Sciences and the Royal Statistical Society. He is an Honorary Appointment date Fellow of the Institute of Actuaries and a Foreign Associate Member of 1 October 2007 the Institute of Medicine at the US National Academy of Sciences and the French Academy of Sciences. Professor Sir Roy brings scientific Committee membership expertise to the Board’s deliberations. Nominations and Finance External appointments information Investor Professor Sir Roy is a member of the International Advisory Board of Holdingham Group and he is a Trustee of the Natural History Museum, London. He is also a member of the Vaccine International Advisory Board (VACCIAB) of AJ Pharma Holding Sdn. Bhd in Malaysia. Dr Stephanie Burns 60 Skills and experience Independent Non-Executive Stephanie is a recognised global business leader, having served as Director Chairman, President and CEO of Dow Corning Corporation until her retirement at the end of 2011. She has a strong scientific background, Nationality with a PhD in organic chemistry with an organosilicon specialty, and is American an advocate for science education. Stephanie previously sat on the US Appointment date President’s Export Council and was an Officer of the Society of Chemical 12 February 2007 Industry, American Section, as well as the past Honorary President of the UK-based parent society. Stephanie was also an Officer and Chairman Committee membership of the American Chemistry Council. Corporate Responsibility, Remuneration and Finance External appointments Stephanie was appointed a Non-Executive Director of Corning Inc. in January 2012 and a Non-Executive Director of Kellogg Company, in February 2014. GSK Annual Report 2014 73 Our Board continued Strategic reportStrategic Stacey Cartwright 51 Skills and experience Independent Non-Executive Stacey is a Chartered Accountant and has significant experience of Director global consumer businesses and of corporate finance. She served as Executive Vice President, Chief Financial Officer of Burberry Group plc Nationality until July 2013. Prior to joining Burberry Group plc in 2004, Stacey held British the role of Chief Financial Officer at Egg plc between 1999 and 2003, Appointment date and from 1988 to 1999 she worked in various finance-related positions 1 April 2011 at Granada Group plc. Committee membership The Board has determined that Stacey has recent and relevant financial Audit & Risk and Finance