GSK : Corporate governance report 2022

GSK Annual Report 2022

Corporate governance

In this section

The Board and GSK Leadership Team	97
Chair's governance statement	103
Corporate governance architecture	107
Ahead Together - Board oversight	110
Key decisions and engagements	112
Board committee reports	117
Directors' report	130

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	GSK Annual Report 2022
The Board
Sir Jonathan Symonds, CBE	Skills and experience
Non-Executive Chair	Jon has extensive international financial, life sciences and governance experience.
Age: 64	Jon served as an Independent Non-Executive Director of HSBC Holdings plc from April 2014,
and as Deputy Group Chairman from August 2018, until his retirement from the Board in
Nationality: British
February 2020. He was previously Chairman of HSBC Bank plc, Chief Financial Officer of
Appointed: 1 September 2019
Novartis AG, Partner and Managing Director of Goldman Sachs, Chief Financial Officer of
N	AstraZeneca plc, and a Partner at KPMG. His governance experience includes roles as
Non-Executive Director and Chair of the Audit Committees of Diageo plc and QinetiQ
	Group plc, Non-Executive Chair of Proteus Digital Health Inc and Non-Executive Director of
	Rubius Therapeutics, Inc.
	Jon is a Fellow of the Institute of Chartered Accountants in England and Wales.
	External appointments
	Non-Executive Director, Genomics England Limited having previously served as its Chairman;
	Non-Executive Chair, Energy Aspects; Member, European Round Table for Industry; Senior
	Advisor to Chatham House.
Dame Emma Walmsley	Skills and experience
Chief Executive Officer	Prior to her appointment as GSK's CEO, Emma was the CEO of GSK Consumer Healthcare, a
Age: 53	Joint Venture between GSK and Novartis, from its creation in March 2015. Emma joined GSK in
2010 from L'Oreal, having worked for 17 years in a variety of roles in Paris, London, New York and
Nationality: British	Shanghai. Emma was previously a Non-Executive Director of Diageo plc.
Appointed: 1 January 2017	Emma holds an MA in Classics and Modern Languages from Oxford University.
Chief Executive Officer from	External appointments
1 April 2017
Independent director, Microsoft, Inc.
Iain Mackay	Skills and experience
Chief Financial Officer	Prior to joining GSK, Iain was Group Finance Director at HSBC Holdings plc, a position he held
Age: 61	for eight years. A chartered accountant, Iain has lived and worked in Asia, the US and Europe
and before HSBC was at General Electric, Schlumberger Dowell and Price Waterhouse. Iain was
Nationality: British	previously a Trustee of the British Heart Foundation and Chair of its Audit and Risk Committee.
Appointed: 14 January 2019	Iain holds an MA in Business Studies and Accounting and holds an Honorary Doctorate from
Chief Financial Officer from	Aberdeen University in Scotland.
1 April 2019	Iain is a member of the Institute of Chartered Accountants of Scotland.
	Iain will step down as CFO and Executive Director on 1 May 2023. He will continue as an
	employee and leave the company on 31 December 2023.
	External appointments
	Non-Executive Director, Chair of Audit & Risk Committee and member of Remuneration
	Committee, National Grid plc; Member, Court of the University of Aberdeen and Chair of its
	Remuneration Committee; Member, The 100 Group and Chair of its Stakeholder
	Communications and Reporting Committee.
Elizabeth (Liz) McKee Anderson	Skills and experience
Independent Non-Executive Director	Liz brings significant experience in commercial biopharmaceuticals and is a seasoned
Age: 65	biotech board member. Her significant experience in commercial biopharmaceuticals, both
operationally and at Board level, as well as her deep understanding of the biotechnology sector
Nationality: American	are invaluable to GSK as a pure biopharma company.
Appointed: 1 September 2022	Prior to her current roles, Liz served as Worldwide Vice President and commercial leader in
A R	infectious diseases and vaccines and also for immunology and oncology at Janssen
	Pharmaceuticals, and as Vice President and General Manager at Wyeth Vaccines. Liz was also
	previously a Board member of Bavarian Nordic A/S and of Huntsworth Plc.
	External appointments
	Board Member, BioMarin Pharmaceutical, Inc; Board Member, Revolution Medicines, Inc; Board
	Member, Insmed, Inc; Trustee, The Wistar Institute; Director, Aro Biotherapeutics Company.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

Strategic report

Governance and remuneration

Financial statements

Investor information

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GSK Annual Report 2022

The Board continued

Charles Bancroft

Senior Independent Non-Executive Director

Age: 63

Nationality: American

Appointed: 1 May 2020

Senior Independent Non-Executive Director from 18 July 2022

A N R

Skills and experience

Charlie has a wealth of financial and management experience in global biopharma.

Charlie retired from a successful career at Bristol Myers Squibb (BMS) in March 2020 where he held a number of leadership roles in commercial, strategy and finance. Beginning his career at BMS in 1984, he held positions of increasing responsibility within the finance organisation and had commercial operational responsibility for Latin America, Middle East, Africa, Canada, Japan and several Pacific Rim countries. He was appointed Chief Financial Officer in 2010, Chief Financial Officer and Executive Vice President, Global Business Operations in 2016 and Executive Vice President and Head of Integration and Strategy & Business Development in 2019. Charlie successfully steered BMS through a period of strategic transformation, including its $74 billion acquisition of Celgene. Charlie also served as a member of the Board of Colgate- Palmolive Company from 2017 until March 2020.

External appointments

Board Member, Kodiak Sciences Inc; Board Member, BioVector Inc; Advisory Board Member, Drexel University's LeBow College of Business.

The Board determined that Charlie has recent and relevant financial experience and agreed that he has the appropriate qualifications and background to be an audit committee financial expert.

Dr Hal Barron	Skills and experience
Non-Executive Director	Hal joined GSK in 2018 as Chief Scientific Officer and President, R&D. On 1 August 2022, he
Age: 60	transitioned to the role of Non-Executive Director, with additional responsibilities to support R&D.
Prior to joining GSK, Hal was President, R&D at Calico LLC (California Life Company), an
Nationality: American
Alphabet-funded company that uses advanced technologies to increase understanding of
Appointed: 1 January 2018
lifespan biology. Prior to this, Hal was Executive Vice President, Head of Global Product
Chief Scientific Officer and
Development, and Chief Medical Officer of Roche, responsible for all the products in the
President, R&D from 1 April 2018
combined portfolio of Roche and Genentech. At Genentech, he was Senior Vice President of
Transitioned to the role of Non-Executive
Development and Chief Medical Officer. Hal was a Non-Executive Director and Chair of the
Director on 1 August 2022
Science & Technology Committee at Juno Therapeutics, Inc until March 2018, when it was
S	acquired by Celgene Corporation. Hal previously served as a Non-Executive Board Director of
GRAIL, Inc and an Advisory Board Member of Verily Life Sciences LLC.
	External appointments
	CEO and Board Co-Chair, Altos Labs Inc; Associate Adjunct Professor, Epidemiology &
	Biostatistics, University of California, San Francisco.
Dr Anne Beal	Skills and experience
Independent Non-Executive Director	Anne brings extensive healthcare experience to the Board as a physician and entrepreneur
Age: 60	combined with a passion for patient advocacy. She is a recognised health policy expert in the
development of global and national programmes for improving healthcare access for all
Nationality: American	patient groups and in ensuring the voice of patients is reflected in research programmes.
Appointed: 6 May 2021	Prior to her current roles, Anne spent six years at Harvard Medical School and Massachusetts
C N R	General Hospital, where she was an instructor in paediatrics. She has also held leadership roles
at the Commonwealth Fund and the Aetna Foundation. Anne was previously Deputy Executive
	Director and Chief Engagement Officer for The Patient-Centered Outcomes Research Institute
	in the US and Chief Patient Officer and Global Head of Patient Solutions at Sanofi.
	External appointments
	Founder and CEO, AbsoluteJOI Skincare; Board Member, AcademyHealth; Board Member,
	Prolacta Bioscience.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

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The Board continued

Dr Harry (Hal) C Dietz

Independent Non-Executive Director and Scientific & Medical Expert

Age: 64

Nationality: American

Appointed: 1 January 2022

S

Skills and experience

Hal brings extensive experience in the field of human genetics which is central to GSK's approach to R&D. He is a former President of the American Society of Human Genetics and is recognised as the world's leading authority on a genetic disorder known as Marfan Syndrome. He also brings experience in development of novel therapies, in particular in relation to disease-modifying treatments for fibrotic and neurodegenerative diseases. In total, Hal has authored 282 original publications in peer-reviewed journals across his career.

As a physician scientist, he has dedicated his entire career to the care and study of individuals with heritable connective tissue disorders with primary perturbations of extracellular matrix homeostasis and function. His lab has identified the genes for many of these conditions, for which he uses model systems to elucidate disease mechanisms.

Hal has received multiple prestigious awards including the Curt Stern Award from the American Society of Human Genetics, the Colonel Harland Sanders Lifetime Achievement Award in Medical Genetics, the Taubman Prize for excellence in translational medical science, the Harrington Prize from the American Society for Clinical Investigation and the Harrington Discovery Institute, the Pasarow Award in Cardiovascular Research, the InBev-Baillet Latour Health Prize from the country of Belgium, and the Research Achievement Award from the American Heart Association.

He is an inductee of the American Society for Clinical Investigation, American Association for the Advancement of Science, Association of American Physicians, National Academy of Medicine, and National Academy of Sciences.

External appointments

Victor A. McKusick Professor of Paediatrics, Medicine, and Molecular Biology & Genetics in the Department of Genetic Medicine, The Johns Hopkins University School of Medicine; Investigator, Howard Hughes Medical Institute; Consultant and Chair of Scientific Advisory Board, Aytu Biopharma; Independent Chair, GSK's Human Genetics Scientific Advisory Board; founded and previously Scientific Adviser to Blade Therapeutics.

Strategic report

Governance and

Dr Jesse Goodman

Independent Non-Executive Director and Scientific & Medical Expert

Age: 71

Nationality: American

Appointed: 1 January 2016

S C

Skills and experience

Jesse brings scientific and public health expertise to the Board's deliberations. He has a wealth of experience spanning science, medicine, vaccines, regulation and public health, and has a proven record in addressing pressing public health needs from both the academic and federal sectors.

Jesse previously served in senior leadership positions at the US Food and Drug Administration (FDA), including most recently as the FDA's Chief Scientist and previously as Deputy Commissioner for Science and Public Health and as Director of the Center for Biologics Evaluation and Research (CBER).

Jesse played a leadership role in developing the FDA's Regulatory Science and Medical Countermeasures Initiatives and has worked collaboratively with industry, academia, government and global public health and regulatory partners to prepare for and respond to major public health threats, including emerging infectious diseases, disasters and terrorism. He led the FDA's response to West Nile Virus and to the 2009 H1N1 influenza pandemic and served on the Senior Leadership Team for the 2010 White House Medical Countermeasure Review. Jesse was previously a member of both the Scientific Advisory Committee and the Regulatory and Legal Working Group of the Coalition for Epidemic Preparedness Innovations (CEPI).

External appointments

Professor of Medicine and Attending Physician, Infectious Diseases, Georgetown University and directs the Georgetown University Center on Medical Product Access, Safety and Stewardship (COMPASS); Board Member (formerly President), United States Pharmacopeia (USP); Board Member, Scientific Counselors for Infectious Diseases, Centers for Disease Control and Prevention (CDC); Board Member, Intellia Therapeutics Inc; Member, US National Academy of Medicine; Board Member, Adaptive Phage Therapeutics, Inc.

remuneration

Financial statements

Investor information

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

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The Board continued

Urs Rohner

Independent Non-Executive Director

Age: 63

Nationality: Swiss

Appointed: 1 January 2015

R A N

Skills and experience

Urs has a broad business, banking and legal background and extensive senior level experience at multinational companies.

Urs has served as Chairman on a number of Boards, most recently for Credit Suisse Group from 2011 until April 2021. Prior to joining Credit Suisse in 2004, Urs served as Chairman of the Executive Board and CEO of ProSieben and ProSiebenSat.1 Media AG. This followed a number of years in private practice at major law firms in Switzerland and the US, having been admitted to the bars of the canton of Zurich in Switzerland in 1986 and the state of New York in the US in 1990.

External appointments

Member, International Advisory Board, Investcorp; Chair, Vega Cyber Associates AG.

Dr Vishal Sikka

Independent Non-Executive Director

Age: 55

Nationality: American

Appointed: 18 July 2022

C

Skills and experience

Vishal has a distinguished background in technology and particularly in the field of Artificial Intelligence (AI) and Machine Learning, which is central to GSK's approach to R&D. He is the founder and CEO of Vianai Systems, Inc, a Silicon Valley-based company that provides advanced technological software and services in AI and Machine Learning to large enterprises around the world.

Prior to founding Vianai Systems, Vishal served as CEO of Infosys Limited and as a member of the Executive Board of SAP SE. Vishal has a PhD in Artificial Intelligence from Stanford University and has co-authored several research abstracts related to AI, technology and database management.

External appointments

Founder and CEO, Vianai Systems, Inc; Board Member, Oracle Corporation; Member, Supervisory Board, BMW AG.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

Directors departing during 2022

Manvinder Singh (Vindi) Banga	1 Sept 2016 to July 2022	Retired from the Board on appointment to the Haleon plc Board effective on demerger
Dame Vivienne Cox	1 July 2016 to 18 July 2022
Lynn Elsenhans	1 July 2012 to 18 July 2022	Retired from the Board after nine years of service
Dr Laurie Glimcher	1 Sept 2017 to 10 Oct 2022	Retired from the Board after over five years of service

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