Overview
Our Board committees play a crucial role in guiding our strategic direction, ensuring regulatory compliance, and fostering a culture of integrity and transparency. Each committee is composed of experienced and dedicated members who bring diverse expertise and insights to their respective roles.
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 such as Information and cyber security, and the company’s process for monitoring compliance with laws, regulations and ethical codes of practice. Oversees ESG data reporting and assurance. Initiates audit tenders, the selection and appointment of the external auditor, setting the auditor's remuneration and overseeing its work.
Terms of Reference Audit & Risk Committee (PDF - 185KB).
Chair: Charles Bancroft
Members: Elizabeth McKee Anderson, Wendy Becker
Sets the company’s Remuneration policy having regard to GSK’s workforce remuneration so that GSK is able to recruit, retain and motivate its executives. Regularly reviews the Remuneration policy to make sure that it is consistent with the company’s scale and scope of operations, supports the business strategy and growth plans, is aligned to the wider workforce and helps drive the creation of shareholder value. The Chair and the CEO are responsible for evaluating and making recommendations to the Board about remuneration arrangements and policy for the Non-Executive Directors.
Remuneration Policy (PDF - 143KB)
Administrative Amendments to Remuneration Policy (PDF - 52.7KB)
Terms Of Reference Remuneration Committee PDF - 137KB
Chair: Wendy Becker
Members: Elizabeth McKee Anderson, Charles Bancroft, Dr. Anne Beal
Reviews the structure, size and composition of the Board, the appointment of members to Board committees and the appointment of corporate officers. Makes recommendations to the Board as appropriate. Plans and assesses orderly succession for Executive and Non-Executive Directors and reviews management's succession plan to ensure its adequacy. Is responsible for overseeing, monitoring and making recommendations to the Board on corporate governance arrangements. Reviews Board and GLT conflicts of interest.
Terms of reference Nominations Corporate Governance Committee (PDF - 128KB).
Chair: Sir Jonathan Symonds
Members: Charles Bancroft, Dr. Anne Beal, Dr. Hal Dietz, Wendy Becker
Considers GSK's Trust priority and has oversight of our responsible business approach and ESG strategy, performance and reporting. This reflects the most important issues for responsible and sustainable business growth. Has oversight of the views and interests of our internal and external stakeholders, and reviews issues that could have a serious impact on GSK’s business and reputation.
Terms Of Reference Corporate Responsibility Committee PDF - 153KB.
Chair: Dr. Anne Beal
Members: Dr. Jeannie Lee, Dr. Jessie Goodman, Wendy Becker, Dr. Vishal Sikka
Supports the Board in its understanding of business development transactions and the key strategic themes on which the company's R&D strategy is based, by reviewing underlying scientific assumptions in detail and giving the Board technical assurance. Has in-depth oversight of R&D-related risks
Terms Of Reference Science Committee PDF - 98KB
Chair: Dr. Hal Dietz
Members: Dr. Hal Barron, Dr. Jeannie Lee, Dr. Jessie Goodman
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 - 73KB)
Chair: Sir Jonathan Symonds
Members: Dr. Anne Beal, Wendy Becker, Dr. Hal Dietz, Charles Bancroft
Committee members at a glance
See the members of our Board Committees below.
| Board member | Audit & Risk | Remuneration | Nominations & Corporate Governance | Corporate Responsibility | Science |
|---|---|---|---|---|---|
| Sir Jonathan Symonds | Chair | ||||
| Elizabeth McKee Anderson |
Member | Member | |||
| Charles Bancroft | Chair | Member | Member | ||
| Dr Hal Barron | Member | ||||
| Dr Anne Beal | Member | Member | Chair | ||
| Member | Chair | Member | Member | ||
| Dr Hal Dietz | Member | Chair | |||
| Dr Jesse Goodman | Member | Member | |||
| Dr. Jeannie Lee | Member | Member | |||
| Dr Vishal Sikka | Member |
Other committees
In addition to the Board Committees, several 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.
The Corporate Administration and Transactions Committee reviews, approves and confirms matters in connection with the administration of the Company and its group’s business, and certain corporate transactions.
Its members include:
All GSK plc Board Directors
GLT members
Company Secretary
Terms of reference Corporate Administration and Transactions Committee (PDF - 150KB).
Chair:
- Emma Walmsley
Members:
- Diana Conrad - Chief People Officer
- Julie Brown - 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 - President, Corporate Development
- 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.
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 (GLT) 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.
Chair:
- Company Secretary
Members:
- Group Financial Controller
- President, Global Affairs
- SVP, Corporate Affairs
- SVP, Head of Investor Relations
- VP & Head of Legal, Business Development and Corporate (UK)
- Assistant General Counsel, Litigation, Employment, Digital & Privacy (US)
- SVP Science and Innovation Communications
- Investor Relations Director (US)
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 - 299KB)
