Strategic report Governance and remuneration Financial statements Investor information Corporate Governance In this section Chairman’s Governance statement 76 Our Board 78 Our Corporate Executive Team 82 Responsible leadership 84 Division of responsibilities 90 Composition, succession and evaluation 92 Nominations Committee report 92 Audit, risk and internal control 96 Audit & Risk Committee report 96 Science Committee report 107 Corporate Responsibility Committee report 109 Section 172 statement 111 Directors’ report 113 GSK Annual Report 2019 75 Chairman’s Governance statement I am pleased to present our Corporate Governance report for 2019 and an overview of the changes to our governance arrangements for 2020 as we work towards separation of the Group. Last year was an important one for GSK. The Board led by Board governance and architecture Sir Philip Hampton and Emma re-set the strategic direction Given the company is embarking on a period of transition and of the company. I was honoured to have the opportunity to join the last two years in particular have been a period of significant the Board and lead it through the separation to create two new change from a Board and senior executive perspective, we world-class businesses. I was particularly excited to work with decided to undertake an external review to gather the views of Emma. She has brought real clarity to decision making, where a both the Board and CET members to ready us for the task pharma veteran might have been less dispassionate. She has ahead. This review, together with the insights from my also attracted the best in the industry to form her top team. introductory meetings with investors and feedback from the The Board is focused on supporting her and management in employees I have met since joining, has helped us to further transforming the Group and executing our strategy. refine our Board governance and architecture. This will help At the beginning of this important journey for the company and focus and facilitate the Board’s work in support of management, for my tenure at GSK, it was helpful that my first Board meeting to be as effective and efficient as possible in delivering the in September last year included a joint Board and CET Strategy transformation of the Pharmaceuticals and Vaccines business offsite session. Together, we were able to consider the next and the separation of the Consumer Healthcare business. steps for our plans and the way forward. This was a great start. A description of the review process which was carried out by My understanding of GSK has been informed by a robust Jan Hall of No 4 (No 4) follows this statement. induction process, designed by Emma and our Company After the review, the Board agreed its critical objectives for the Secretary, introductory meetings with our investors and the next three years towards separation. The Board then considered Board review we decided to commission. how best to distribute the workload between it and its Induction Committees to ensure optimal effectiveness. The Board will I was keen to learn more about GSK, and started by also increase the time it spends on science given the understanding R&D from Hal and visiting our R&D sites in the importance of the strengthening the pipeline. US and UK, including Tesaro, and meeting with 23andMe, with It was agreed that once the Board has conducted its annual whom we have an important collaboration. I look forward to review into the Group’s enterprise risks, deeper enterprise visiting more of the Group in due course. risk oversight should be undertaken by the Board Committee Since joining, I have met on an individual basis with Board and which focuses on that aspect of the business most closely. CET members and other key executives. I have also attended Enhancements were also considered to the ways of working meetings of each of our Board Committees to assess and and governance architecture of the Board’s Committees. understand our Board culture and dynamics, and the company’s These included: corporate governance arrangements. Audit & Risk Committee (ARC) Introductory meetings with investors The ARC will continue to have a strong focus on financial I wanted to hear what our shareholders think of GSK. I have reporting, as well as monitoring the dashboard of all GSK’s held over 20 meetings with a range of investors making up enterprise risks and the process by which they are identified approximately 30% of our register. They comprised a mix of our and prioritised as part of its oversight of our internal control top UK and US shareholders, plus other key investors. I also led framework. It will conduct the detailed reviews of GSK’s our Annual Governance Meeting in December 2019. I have Financial controls and reporting, Anti-bribery and corruption, noted the following points: Commercial practices, Privacy and Information security enterprise risks, as well as receiving business unit risk reports – Clear support for Emma – Demonstrate pipeline progress on Pharmaceuticals, Vaccines, Consumer Healthcare and our and Hal, and the top team ahead of separation Global Support functions. In addition, it will be responsible for – Support for the separation – Managing capital allocation, debt, oversight of the financial components as we work towards of the Group dividend and business development separation. – Positive progress on – Evidence of a positive shift in our Innovation to date performance culture and our R&D culture has been transformed 76 GSK Annual Report 2019 Strategic report Governance and remuneration Financial statements Investor information Nominations Committee The Board is mindful that the Financial Reporting Council’s The remit of the Nominations Committee will be expanded (FRC) 2018 UK Corporate Governance Code (2018 Code) to encompass Corporate Governance matters, therefore freeing indicates that Non-Executive Directors should not serve for more time at the Board. The Committee will be renamed the more than nine years. However, the Board considers this is the Nominations & Corporate Governance Committee. All Non- most appropriate way to proceed in the long-term best interests Executives will be invited to participate in meetings of the of shareholders and believes, following a rigorous review, that Committee when it considers succession and talent. Judy continues to act with utmost independence, despite her Transformation & Separation Committee length of tenure. A Transformation & Separation Committee will be established The Nominations Committee continues to oversee succession to support and advise management’s work on transforming planning for the Board and the CET. In due course, it will and separating the Group. I will chair this Committee whose consider the needs of the post separation boards. members will include our Senior Independent Director (SID) Non Executive Directors fees and the Chairs of the ARC, Remuneration and Corporate We have reviewed our Non-Executive Directors’ fee Responsibility Committees. It will meet as required and it is arrangements as part of our three year remuneration policy expected that it will be more active as we near separation. review. Our Non-Executive Director fees were last increased R&D at the Board & Science Committee in 2013 and, following a review, we concluded that it was Given the critical importance of strengthening the pipeline, appropriate to make increases to the fees to bring them into line the Board will increase its time spent on R&D strategy, while the with our comparator group. We have also taken the opportunity Science Committee will focus on science at a deeper level to to update our policy to be able to remunerate our Workforce further support the Board’s understanding and provide Engagement Director, for the considerable work she undertakes reassurance and guidance as required. as part of this new and expanding role. The investors we The Science Committee will then have three broad objectives: consulted on these changes were supportive of them. Full the scientific assumptions driving our strategy, technical details can be found on page 140. assurance, and risk oversight. It will support the Board in its I can confirm that during 2019 the company complied with the understanding of our agreed R&D strategy and of any external requirements of the 2018 Code. A copy of the 2018 Code can transactions by performing a deep review of the underlying be found on www.frc.org.uk. scientific assumptions. In addition, it will have oversight of I commend this report to all our stakeholders. R&D’s enterprise and other significant risks. The Board feels that with these enhancements to our governance it will improve further our effectiveness and support Sir Jonathan Symonds us through the separation process. Chairman Succession planning 3 March 2020 My first task as Nominations Committee Chair has been to focus on the search for Judy’s successor as Chair of the ARC. We have made good progress to date and look forward to announcing the conclusion of our search. We considered the ideal transition for this important role. We are very pleased that Judy has confirmed that she will stay on the Board for a further year, despite having served over nine years, and she will now step down from the Board at the 2021 Annual General Meeting. This should facilitate a smooth transition. Judy will continue as its Chair until the 2020 Annual Report is completed, when her successor will then Chair the ARC. GSK Annual Report 2019 77 Our Board Board governance and architecture The Board carries out an evaluation of its performance and There is full commitment from the Board as a whole to support that of its Committees every year. The evaluation is normally the overarching strategy of creating two great companies. facilitated externally every third year. The last external evaluation The Board is confident that the CET is focused on driving was facilitated two years ago by Ffion Hague of Independent performance over the next three years.