95 GSK Annual Report 2018 Strategic report Governance and remuneration Financial statements Investor information Remuneration In this section Chairman’s annual statement 96 Annual report on remuneration 98 2017 Remuneration policy summary 120 96 GSK Annual Report 2018 Remuneration report Chairman’s annual statement Dear Shareholder the three years to 31 December 2018. The threshold target for On behalf of the Remuneration Committee (the Committee), I am the TSR measure was not met, but the maximum R&D target was pleased to present to you our Remuneration report for 2018. achieved. In reviewing the adjusted free cash flow performance The Annual report on remuneration and this annual statement the target was adjusted upwards to reflect the outperformance will be subject to an advisory vote at our AGM on 8 May 2019. attributable to the timing impact of the loss of Advair exclusivity. This resulted in an overall vesting level of 59%. Further details 2018 performance of the vesting outcome for the 2016 PSP and DABP matching awards are provided on page 103. Overall, 2018 was a year of very good progress for GSK. We saw Group sales growth of 5% CER driven by growth across all three Remuneration policy implementation for 2019 businesses, strong commercial execution of new product launches, especially Shingrix, continued cost discipline and better cash CEO remuneration generation. We also achieved earnings growth with adjusted EPS At the time of Ms Walmsley’s appointment to the role of CEO, the up 12%. It was a significant year for the Group strategically, with the Committee set her remuneration at a level to reflect the fact that this launch of a new R&D strategy focused on immunology, genetics and was her first CEO role, significantly below the previous incumbent new technologies, together with a series of transactions that support and the market. At that time, in the 2016 Annual report on GSK’s strategy and reshape of the Group’s portfolio. remuneration and again in our 2017 report, we highlighted that it was our intention to keep Ms Walmsley’s package under review in the 2018 remuneration outcomes coming years, subject to her development and performance in role. All awards in relation to 2018 were made in accordance with our Ms Walmsley has now been in position for nearly two years and approved Remuneration policy. The key decisions made by the in the Board’s view has already delivered a number of significant Committee were as follows: achievements, including developing and deploying Innovation, Performance and Trust strategic priorities, driving culture change – The bonus outcomes for the Executive Directors were determined across the company and strong financial delivery in 2017 and 2018. by reference to performance against the agreed financial measure, as well as the Committee’s assessment of their individual levels Looking ahead, Ms Walmsley has also set a clear capital allocation of performance. In conjunction with assessment of individual framework for the Group and as part of this delivered the Consumer performance, this has resulted in bonus payments being made Healthcare business buy-out from Novartis in 2018 and announced above target. The Committee adjusted the Adjusted Group PBIT the proposal creation of a Consumer Healthcare Joint Venture with target upwards to reflect the outperformance on this measure Pfizer towards the end of the year. While this remains subject to attributable to the timing impact of the loss of Advair exclusivity. shareholder approval, it has created a clear pathway for the Group The Committee believe the bonus outcomes appropriately reflect to deliver substantial further value for shareholders in the longer term. the overall underlying performance in 2018. Further details of the Given the above, the view of the Board is that Ms Walmsley has bonus outcomes for the year are provided on page 101. established herself successfully and is already demonstrating a track – Vesting of the 2016 Performance Share Plan (PSP) awards and record of delivering strongly against her priorities for the business. We the matching awards under the Deferred Annual Bonus Plan believe it is now the right time to start reflecting this development and (DABP) were based on the pre-agreed measures of R&D new performance in her remuneration. This is consistent with how we product performance, adjusted free cash flow and relative TSR, review the remuneration of all our employees as they develop and each with an equal weighting. Performance was measured over progress in their roles. 2018 at a glance 2018 Total Remuneration The following shows a breakdown of total remuneration paid to Executive Directors in office at 31 December 2018, in respect of 2018 and 2017. Emma Walmsley Simon Dingemans Dr Hal Barron(1) CEO CFO Chief Scientific Officer and President, R&D £6m US$8m 75% 79% 71% US$6m 46% £4m 76% US$4m 54% £2m US$2m 25% 29% 21% 24% £0m US$0m 2018 2017 2018 2017 2018 Fixed pay – salary, benefits and pension (1) Dr Hal Barron was appointed to the Board on Performance pay – 2018 annual bonus and LTIs earned in respect 1 January 2018. of the three year performance period to the end of 2018 97 GSK Annual Report 2018 Strategic report Governance and remuneration Financial statements Investor information Following consultation with some of our major shareholders, the In August 2018, we announced the appointment of Iain Mackay to Committee has considered how to address this and has taken the the role of Chief Financial Officer from 1 April 2019. He joined the feedback from shareholders into account in deciding to implement CET and Board on 14 January 2019. Iain’s remuneration package is a two-step salary increase for Ms Walmsley’s as follows: fully in line with the Remuneration policy approved by shareholders in 2017. His base salary will be £850,000, which the Committee – An 8% increase from 1 January 2019 that results in a base felt was appropriate to reflect his experience and qualifications salary of £1,110,348 (currently £1,028,100); and and his total compensation was also validated as being within the – An 8% increase from 1 January 2020, subject to continued competitive range seen among our UK cross-industry comparator development and sustained performance in role. This would group. result in a base salary from 2020 of £1,199,176. This phased approach will enable the Committee to monitor Looking ahead sustained performance as well as any market developments. The Committee has reviewed its current practices against the revised Incentive measures UK Corporate Governance Code (the 2018 Code) published by the Following careful consideration, the Committee has determined Financial Reporting Council (FRC) and we will report in 2020 on that no changes to our LTI measures will be made in 2019. how we complied with the 2018 Code during 2019. As such, PSP awards granted in 2019 will be subject to the same In line with the commitment we made in our 2017 report we have performance conditions as in previous grants: R&D new product disclosed our CEO pay ratio this year, ahead of the reporting performance, adjusted free cash flow and relative TSR. Further requirement, in line with the methodology prescribed in the details on our implementation for 2019 are set out on page 108. secondary legislation published by the UK Government in 2018. However, we are taking this opportunity to respond to feedback from Given that our Remuneration policy will expire at our 2020 AGM, some of our shareholders to reduce the threshold level of vesting this year the Committee will be undertaking a review of GSK’s under the TSR element of our PSP from 30% to 25% of the remuneration arrangements, taking into consideration the maximum. Accordingly, all our performance measures for future governance developments during the period since our current awards will now vest at 25% of the maximum opportunity for policy was approved. threshold performance. We plan to continue our regular dialogue with shareholders and New appointments to the Board will hold our annual meeting with GSK’s largest investors later in the year to listen to their views and feedback. In May 2018, Simon Dingemans announced that he would retire from the company. He is a voluntary leaver and therefore will not receive AGM any severance payment when he leaves the company after the AGM on 8 May 2019. Finally, I would like to thank shareholders for their ongoing input and engagement and I welcome all shareholders’ feedback on this report. Simon will continue to receive his base salary until he leaves We look forward to receiving your support for our Annual report on GSK. He was also eligible to receive a bonus for 2018 based on remuneration at our AGM on 8 May 2019. a combination of business and individual performance. He will not receive any bonus for the portion of 2019 for which he will be Urs Rohner employed and any PSP and DABP matching awards which have Remuneration Committee Chairman not already vested prior to his departure will lapse when he leaves. 11 March 2019 He was not eligible to receive an LTI award in 2019. Pay for performance 2018 Annual bonus: financial performance 2016 LTI outcome: performance period ended 31 December 2018 Overall vesting 59% Maximum (105% of target) 104% [•]% Relative R&D new Target TSR products 1/3rd 33.33% 1/3rd Threshold 59.00% (95% of target) Adjusted Group PBIT 25.67% Maximum performance target Lapsed Performance achieved Vested Adjusted free cash flow 1/3rd 98 GSK Annual Report 2018 Annual report on remuneration 2018 Total remuneration (audited) Vesting Annual Total Salary Benefits Pension of LTI bonus remuneration awards A. Fixed pay B.