Corporate Governance

Strong corporate governance improves performance and inspires trust.  We believe that upholding the highest standards of corporate governance is integral to the effective running of our business and to maintaining the trust that our investors place in us. In this corporate governance section, we provide details on the roles, responsibilities and processes that help us govern the Company. We put Indivior’s values and beliefs into practice in all aspects of our work and encourage others as a demonstration of our commitment to good governance practices.

Leadership

The Board has ultimate responsibility for the management of the Group’s business. It approves the strategic aims and objectives and is responsible for assessing Indivior’s performance against those aims and objectives. The Board’s powers, authorities and duties are vested in it by, and pursuant to, the laws of England and Wales and Indivior’s Articles of Association. Further details on the role of the Board and its various Committees can be found here: Board and its Committees.

The Executive Committee is responsible for the day-to-day management of the Company’s business. Further details on the role of the Executive Committee can be found here: Executive Committee.

Statement of Compliance with the UK Corporate Governance Code

The UK Corporate Governance Code (the “Code”) sets out standards of good practice in relation to leadership and effectiveness, remuneration, accountability and relations with shareholders. We comply with the requirements of the Code and intend to continue to do so.  Further details on the Code can be found on the FRC website: http://www.frc.org.uk/corporate/ukcgcode.cfm.

Board and its Committees

The Board and its Role

The members of the Board are individuals that have skill sets that complement one another and together, as a unitary Board, bring an appropriate balance of innovation, experience independence and challenge to ensure effective decision making.  The Board is made up of the Chairman, the Chief Executive Officer, the Chief Financial Officer and seven independent Non-Executive Directors.

The Board is responsible for the overall conduct of the Group’s business and has the powers, authorities and duties vested in it by, and pursuant to, the relevant laws of England and Wales and the Articles of Association of the Company.  Its role is to:

  • approve Indivior’s strategic aims and objectives and review performance against those aims and objectives;
  • ensure sufficient resources are available to enable Indivior meet those objectives;
  • exercise objective judgment on all corporate matters independent from executive management;
  • understand and meet its obligations to the Company’s stakeholders and be accountable to shareholders for the proper conduct of the business; and
  • lead Indivior within a framework of prudent and effective controls which enable risk to be assessed and managed.

The Board has reserved certain key decisions to itself for the approval of the Board.  The Schedule of the Reserved Matters for the Board is available here: Schedule of the Reserved Matters for the Board.

Photographs of the members of the board, together with their biographies and a description of the skills that they bring to bear, can be found here: Board of Directors, the composition of the committees can be found here: Board Committees.

Role of the Chairman

The role of the Chairman is to lead a unified Board, facilitating meetings, and ensuring that the principles and processes of the Board are maintained in line with good governance practices.

Agendas for our meetings are agreed in consultation with the Chief Executive Officer and Company Secretary, although any director may request that an item be added to the agenda.  The Chairman of the Board, Howard Pien, has authority to act and speak for the Board between its meetings, including engaging with the Chief Executive Officer. Howard reports to the Board and committee chair persons as appropriate on decisions and actions taken between meetings of the Board. He also meets with the Non-Executive Directors without the Executive Directors present, to consider the performance of the Executive Directors and to provide feedback.

There is a clearly established division of responsibilities between the Chairman and the Chief Executive Officer.  The Chairman is responsible for the operation, leadership and governance of the Board, ensuring its effectiveness and setting its agenda. The Chief Executive Officer is responsible for the management of the Group’s business and the implementation of Board strategy and policy.  Such division is enshrined here: Statement of Division of Responsibilities between the Chairman and the Chief Executive Officer.

Senior Independent Director

Daniel Tassé is the Senior Independent Director. He is a member of the Science & Policy Committee and is a member of the Remuneration Committee.

Non-Executive Directors

Non-Executive Directors are appointed to the Board to contribute their individual external expertise and experience in areas of importance to the group such as specialist pharmaceuticals, research and development, corporate finance, general finance, corporate strategy, customer care, environmental and scientific matters and general management. They also provide independent challenge and rigor in the Board’s deliberations and are encouraged to make independent assessments of the Group’s competencies. The Non-Executive Directors, led by Daniel as the Senior Independent Director, will meet without the Chairman at least once a year, where there is an opportunity for them to appraise the Chairman’s performance.

The Board has reviewed the independence of the Non-Executive Directors and considers them all to be independent as defined by the Code.

Chief Executive Officer

The Chief Executive Officer, Shaun Thaxter, has day-to-day responsibility for achieving Indivior’s strategy. He is empowered to take all decisions and actions that further the Company’s strategy and which in his judgment are reasonable, having regard to the Chief Executive limits set out in the Powers delegated to the CEO.

Role of the Company Secretary

All directors have access to the advice and services of the Company Secretary, Kathryn Hudson. The Company Secretary is responsible for ensuring that the board operates in accordance with the governance framework it has adopted and that there are effective information flows to the Board and its committees and between senior management and the Non-Executive Directors facilitating effective decision making and the delivery of organizational objectives.

The appointment and resignation of the Company Secretary is a matter for consideration by the board as a whole.

Board Committees 

The Board has established an Audit Committee, Nomination & Governance Committee, Remuneration Committee and a Science & Policy Committee.  Each Committee has formal terms of reference approved by the Board.  The Audit Committee, Nomination & Governance Committee and Remuneration Committee are all compliant with the relevant terms of the UK Corporate Governance Code.

Audit Committee

The Committee is required, amongst other things, to monitor the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process.

Members

Christian S. Schade (Chair)
Yvonne Greenstreet
Daniel Tassé
Lizabeth Zlatkus

Terms of Reference

The terms of reference for the Audit Committee can be found here: Audit Committee Terms of Reference.

Remuneration Committee

The Committee is responsible to the Board for the assessment and recommendation of policy on executive remuneration and packages for individual Executive Directors.

Members

Daniel J. Phelan (Chair)
Tatjana May

Lorna Parker
Lizabeth Zlatkus

Terms of Reference

The terms of reference for the Remuneration Committee can be found here: Remuneration Committee Terms of Reference.

Nomination & Governance Committee

The Committee is responsible for ensuring that the Board comprises individuals with the requisite skills, knowledge and experience to effectively discharge their responsibilities. It recommends to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees.

Members

Lorna Parker (Chair)
Tatjana May
A. Thomas McLellan
Daniel J. Phelan

Terms of Reference

The terms of reference for the Nomination & Governance Committee can be found here: Nomination & Governance Committee Terms of Reference.

Science & Policy Committee

The Committee assists and advises the Board on the oversight of the Company’s research and development pipeline, programs and policies.  The Committee evaluates emerging issues and trends in science and policy matters including the potential impact of wider government policy that may affect the Company’s overall business strategy.

Members

Yvonne Greenstreet (Chair)
A. Thomas McLellan
Christian S. Schade
Daniel Tassé

Terms of Reference

The terms of reference for the Science & Policy Committee can be found here: Science & Policy Committee Terms of Reference.

Procedures and Processes

The Board is supplied with information in a form and quality to enable it to take informed decisions and to discharge its duties. All Directors are encouraged to make further enquiries as they consider appropriate of the Executive Directors or management. Directors are provided with detailed briefings on the Group’s business, the markets in which they operate and the overall economic and competitive environment. Other areas addressed include legal issues and responsibilities of Directors, the Group’s governance arrangements and its Investor Relations program.

In the case of newly appointed Directors, an induction programme, which includes training on the responsibilities of a Director, occurs prior to or immediately following their appointment to the Board, if that appointment was the first occasion that they have been appointed to the Board of a listed company. A tailored induction programme is provided for Non-Executive Directors on appointment, co-ordinated by the Company Secretary in accordance with guidelines issued by the Institute of Chartered Secretaries and Administrators. Non-Executive Directors are encouraged to visit the Group’s operations and to spend time with our Clinical Liaison Officers to enable them to gain a greater understanding of the Group’s business. In addition, one Board meeting each year is held at an ‘off-site’ location which incorporates a visit to one of the Group’s principal area of operation.

Internal control and risk management

The Board is responsible for the Group’s system of internal control. This has been designed to manage, rather than eliminate, the risk of any failure to meet business objectives. It can only provide reasonable assurance against material misstatement or loss. The Board’s approach to risk management is supported by an oversight structure which includes the Audit Committee. The Group’s risk management process is embedded throughout the organisation.

Our internal control and risk management systems aim to help us understand the risks to which we are exposed.  The Audit Committee is responsible for assessing the scope and effectiveness of the systems established by management to identify, assess, manage and monitor internal financial controls, non-financial controls and risks. The Audit Committee is also responsible for reviewing and approving the role and effectiveness of our internal audit function in the overall context of our risk management system.

Good Conduct

We have internal policies requiring, encouraging and promoting good, fair and ethical conduct.  Our principal policies are set out in our Code of Business Conduct and this is reinforced by a variety of policies covering specific topics such as bribery, diversity and whistleblowing.  More information can be found here: Good Conduct.

Executive Committees

Under specific delegation from the Board, the Chief Executive Officer has power to authorize expenditure on behalf of Indivior in the ordinary course of business, to acquire and dispose of businesses subject to limits set by the Board and to instigate legal proceedings.  The full delegated authority can be found here: Powers Delegated to the CEO.

Included in the delegated authority of the Chief Executive Officer is the power to delegate the day-to-day running of the business to the Executive Committee, to which the Chief Executive Officer also has the power to control appointments.  The Executive Committee consists of the following individuals.

Disclosure Committee

We have a Disclosure Committee, consisting of members of management, which is responsible for monitoring the existence of inside information and its disclosure to the market.

Our disclosure policy requires officers and employees to keep the Disclosure Committee fully informed of information that may constitute “inside information”.  Upon receipt of that information, the Disclosure Committee will make a prompt determination as to whether or not such information actually constitutes “inside information” and, accordingly, the means by which such information will be disclosed (and whether there are any valid reasons for delaying disclosure or not).

Overall responsibility for compliance with our disclosure obligations rests with the Board.  Where appropriate, the members of the Disclosure Committee will decide to refer particular disclosure issues to the Board for its consideration.

Good Conduct

Code of Business Conduct

We are committed to responsible corporate behaviour which includes high standards of business conduct in our relationships with employees, contractors, customers, shareholders, suppliers, governments, competitors and the local communities in which we operate.

We have put in place a Code of Business Conduct with which all of our employees and contractors are required to comply. The Code of Business Conduct requires our employees and contractors to conduct business ethically and fairly, to comply with laws and regulations and to avoid situations where their personal interests might conflict with the Group’s interests.

Compliance with the Code and associated polices is critical to the success of the Company. As such, adherence to the Code of Business Conduct along with any associated polices and training requirements will be considered in each employee’s annual performance appraisal. Where appropriate, the Company may assign global compliance objectives to employees as part of the annual performance appraisal.

The Code of Business Contact also requires our employees and contractors to comply with the various company policies, which include the key policies referred to below.

The complete Code can be found here: Indivior Code of Business Conduct.

Anti-Bribery Policy

We are committed to observing the laws and regulations which govern our operations in every country in which we do business. Our employees and contractors are required to comply with our Anti-Bribery Policy, which sets out the responsibilities of individuals, rules relating to gifts and hospitality and facilitation payments, political and charitable contributions, as well as potential “red flag” issues.

The complete policy can be found here: Indivior Anti-Bribery Policy.

Diversity and Inclusion Policy

We believe that a diverse workforce enables more relevant innovation, improved quality, and increased speed and efficiency in meeting the various needs of our global patients, customers and stakeholders.  We are committed to equality of opportunity in all areas of employment and business regardless of personal characteristics including but not limited to gender, race, nationality, age, disability, sexual orientation or religion. Our policy on diversity is set out in its Diversity and Inclusion Policy, which sets out the key outcomes and practices in relation to diversity and inclusion.

The complete policy can be found here: Indivior Diversity and Inclusion Policy.

Whistleblower Policy

Our Whistleblower Policy is designed to enable all employees to raise concerns internally and at a senior level and to disclose information which the individual believes shows malpractice or impropriety within the group.  These concerns include:

  • Financial malpractice, impropriety or fraud
  • Failure to comply with legal obligations
  • Dangers to health and safety or the environment
  • Criminal activity
  • Improper conduct or unethical behavior
  • Significant breaches of the Code of Business Conduct
  • Attempts to conceal any of these once they have occurred.

The complete policy can be found here: Indivior Whistleblower Policy.