Procedures and processes
The Board has established a formal schedule of matters reserved for its approval (which can be found here: Schedule of the Reserved Matters for the Board) and has delegated specific responsibilities to its principal committees: Audit Committee, Remuneration Committee, Nomination & Governance Committee and Science & Policy Committee. Each committee operates under its own clearly defined Terms of Reference, which were all reviewed and amended for compliance purposes during the year. Terms of Reference for each committee can be found below.
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 areas of operation.
The Board currently comprises eleven members: the Chairman, Howard Pien, the Chief Executive Officer, Shaun Thaxter, the Chief Financial Officer, Mark Crossley and eight Non-Executive Directors. All Non-Executive Directors are considered independent for the purposes of the Code. The Chairman was considered independent on appointment.
During the year, Adrian Hennah and Rupert Bondy stepped down from the Board and Lizabeth Zlatkus was appointed. When recruiting, the balance of experience and skills of the Board was a key factor taken into consideration.
Following the end of the financial year, Tatjana May and Mark Crossley have been appointed as Directors (on February 1, and February 21, 2017 respectively). Cary Claiborne resigned as a Director on March 7, 2017. The Board has reviewed its composition and that of its committees and, as a result, Daniel Tassé stepped down from the Nomination & Governance Committee and was appointed to the Science & Policy Committee.
Biographical details of each of the current Directors can be found here: Board of Directors.
Diversity and Inclusion
At Indivior we value our distinctive culture and believe it is a key source of sustainable competitive advantage. We believe diversity, in its broadest sense, is important in order for the Board to operate effectively. The Company’s Corporate Diversity and Inclusion Policy was adopted by the Board in 2014 and is reviewed on an annual basis. Its main objective is to ensure that we harness the creative potential that individuals of different backgrounds and abilities bring to their work.
Roles and responsibilities of the Board
The Board is responsible for the long-term success of the Company and for delivering value to shareholders. The Board’s primary focus is to support and further the Company’s purpose of pioneering life-transforming treatments for patients suffering from addiction and its co-morbidities.
Led by the Chairman, it approves the strategy and risk appetite for the Group and reviews and approves Indivior’s product pipeline, capital structure and plans presented by management for the achievement of strategic objectives.
The Board is responsible for:
- approval of the Group’s strategic aims and objectives, and performance against those aims and objectives;
- approval of the Group’s annual budget and corporate plans;
- approval of the Group’s annual, half-yearly and quarterly financial reports;
- approval of the Annual Report and Accounts and the reports included therein;
- approval of the Company’s dividend policy;
- approval of all Board appointments or removals, remuneration arrangements and termination payments;
- approval of the membership and chairmanship of the Board and Committees and succession planning for senior management;
- appointment and removal of the Company Secretary;
- approval of major capital projects, acquisitions or divestments;
- approval of any increase in, or significant variation in, the terms of the borrowing facilities of the Company;
- approval of capital expenditure projects outside the scope of the approved annual budgets and plans; and
- approval of treasury and risk management policies.
The Board has a formal schedule of matters reserved to it and has delegated certain matters to its principal committees. The Board has delegated responsibility for the day-to-day management of the business to the Chief Executive Officer. See Powers delegated to the CEO.
Chairman and Chief Executive Officer
There is a formal division of responsibilities between the Chairman and Chief Executive Officer, which is set out in writing and can be found here: Statement of Division of Responsibilities between the Chairman and the Chief Executive Officer. The Chairman and Chief Executive Officer work together to set the Board’s agenda.
Howard Pien is the Chairman and has led the Board since its inception. He provides leadership to the Board and is responsible for ensuring its effectiveness. He is responsible for maintaining high standards of corporate governance and probity. The Chairman is responsible for, and ensures constructive relations between, the Executive and Non-Executive Directors. He is responsible for setting the tone and culture in the boardroom.
Shaun Thaxter is the Chief Executive Officer. He is responsible for the executive management of the Company’s business, for implementing the Company’s strategy and for delivering performance against plans. He leads Indivior’s interactions on matters of policy and reform with regard to the biopharmaceuticals industry.
Throughout the year the Chairman met and maintained contact with both the Senior Independent Directors who held office during the year, and with all the Non-Executive Directors. A part of each Board meeting is reserved for a meeting of the Chairman and the Non-Executive Directors, without executive management present.
Senior Independent Director
Daniel Tassé is the Senior Independent Director, having taken over from Rupert Bondy in October 2016. He supports the Chairman in his role and leads the annual evaluation of the performance of the Chairman, supported by the Non-Executive Directors. The Senior Independent Director is available to the Directors and to shareholders who have concerns that cannot be addressed through the normal channels of the Chief Executive Officer or Chairman of the Board.
The Non-Executive Directors bring an independent perspective, constructively challenge and help develop proposals on strategy, scrutinize the performance of management in meeting agreed goals and objectives, and monitor the Group’s risk profile and reporting of performance. The Non-Executive Directors bring a broad range of skills and experience from the business, finance, academic, scientific, private equity and pharmaceutical sectors. The Board has considered the independence of each of the Non- Executive Directors against the criteria set out in the Code, and has concluded that all Non-Executive Directors remain fully independent of management and free from any relationship that could interfere with their judgment.
The Company Secretary, Kathryn Hudson, acts as Secretary to the Board and the Remuneration and Nomination & Governance Committees. She supports the Chairman and the Board in the execution of their duties. She advises the Chairman, Chief Executive Officer and senior management on regulatory and governance matters. The Deputy Company Secretary (a suitably qualified member of the Company Secretariat) acts as Secretary to the Audit and Science & Policy Committees.
Role of the Board committees
The Board is supported by a number of committees including the following principal committees: Audit, Nomination & Governance, Remuneration, and Science & Policy.
The Chair of each principal committee reports on the activities of the committee at the following Board meeting and copies of the minutes of the meetings of the principal committees are circulated to all Directors. The Terms of Reference of each of the principal committees can be found below.
The reports of the Audit, Nomination & Governance and Science & Policy Committees are set out on pages 70 to 76 of the 2016 Annual Report and Accounts. The report of the Remuneration Committee is set out on pages 77 to 91 of the 2016 Annual Report and Accounts.
In addition to the principal committees described above, the Company also operates an Executive Committee, which is convened and chaired by the Chief Executive Officer. The Executive Committee comprises key functional leaders from the business and its purpose is to assist the Chief Executive Officer in discharging his duties. The Executive Committee meets monthly. Biographical details of the members of the Executive Committee can be found here: Executive Committee.