Role and composition of our Board
Our Board is accountable to shareholders for ensuring that GSK is appropriately managed and achieves the strategic objectives it sets. The Board carries out its responsibilities through a programme of at least six scheduled meetings a year, which includes the approval of overall budgetary planning, as well as monitoring and scrutinising business strategy, performance and risk.
Our Board also has overall responsibility for succession planning for the CEO and other Executive Directors and it gives the CEO broad authority to operate the business of the group. The CEO is therefore accountable for business performance and reports back to the Board.
To learn more about our Board members access their individual biographies.
Sir Jonathan Symonds is the Chair of our Board. The role of the Chair is to lead and manage the business of the Board to provide direction and focus, while ensuring that there is a clear structure for the effective operation of the Board and its Committees. He sets the agenda for Board discussions to promote effective and constructive debate and to support a sound decision-making process, ensuring that the Board receives accurate, timely and clear information, in particular about the company’s performance.
The Chair and the Board Committee Chairs communicate regularly with the CEO and other GLT members. The division of responsibilities between the role of Chair and the CEO has been set out in writing, agreed by the Board.
Emma Walmsley is our Chief Executive Officer. She has overall responsibility for managing the business, including developing and implementing the Group's strategic direction. She ensures alignment with the annual business plan and leads the executive team to deliver results. She identifies and develops executive leadership talent, as well as communicates with shareholders and external stakeholders and maintains a strong working relationship with our Chair and the Board to address key developments, concerns, and opportunities.
We go above and beyond the Financial Reporting Council's UK Corporate Governance Code that requires at least half of the Board, excluding the Chair, be Non-Executive Directors who are considered independent by the Board. In our most recent annual review, we have determined that all our Non-Executive Directors, except for Dr. Hal Barron, meet the independence criteria outlined in Provision 10 of the Code. Our Chair, Sir Jonathan Symonds, was deemed independent on appointment in accordance with the Code.
Charles Bancroft was appointed Senior Independent Director with effect from 18 July 2022. He acts as a sounding board for the Chair and a trusted intermediary for the other Directors. He is also available as an additional point of contact for shareholders.
The Company Secretary plays a crucial role in supporting the Board and individual Directors with Board procedures. Our Company Secretary, Victoria Whyte, assists the Chair in delivering the corporate governance agenda. This includes planning the annual cycle of Board and Board Committee meetings and ensuring that relevant information is provided to Board members promptly. Victoria is Secretary to all the Board committees and provides advice to the Directors on matters related to Board procedures and corporate governance, Victoria is a Fellow of the Chartered Governance Institute and a solicitor.
Board diversity
We strive to have a Board that encompasses a range and balance of skills, experience and knowledge as well as diversity of ethnicity, gender, sexual orientation, professional and social-economic background, disability, age and independence. This mix is complemented by a diversity of personal attributes, including character, intellect, judgement, honesty and courage. Our goal is to foster an inclusive environment where Board members can collaboratively challenge each other.
To ensure Board diversity, the Nominations & Corporate Governance Committee is responsible for setting measurable objectives in line with regulatory and best practice targets and our aspirations for diversity, equity, and inclusion (DEI).
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Board members from ethnically diverse backgrounds
25%exceeding our target of 8%
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Board positions held by women
50%exceeding our target of 40%
Directors' contracts
Each Executive Director has a contract of service with the company with a notice period on termination of 12 months by the employing company or the executive director.
Non-Executive Directors do not have service contracts. They have a letter of appointment.
Inspection of contracts and letters of appointment
Our Executive Directors' contracts of service and our Non-Executive Directors' letters of appointment with GSK or any of its subsidiaries are available for inspection at GSK House. Please contact the Company Secretary to arrange inspection at the following address:
Company Secretary
79 New Oxford Street
London
United Kingdom
WC1A 1DG
Visits can be arranged during normal business hours 09.00 to 17.00 (UK) (Saturdays, Sundays and public holidays excepted). The documents are also available for inspection at our Annual General Meeting each year for an hour before the meeting commences until the end of the meeting.
Independent external advice
There may be occasions when one or more of the directors require independent legal and/or financial advice regarding our business. GSK will reimburse the costs of obtaining this advice, provided that prior consent is first obtained from one of the following:
- the Chair of the Board
- any Deputy Chair or Senior Independent Director
- the Chair of the Audit & Risk Committee
Once consent is granted, the director must inform the Company Secretary that external advice is being sought. The Company Secretary will communicate any such notification to the Chair.
