The Board has established a formal schedule of matters reserved for its approval and has delegated specific responsibilities to its principal committees, being the Audit Committee, Remuneration Committee, Nomination & Governance Committee and Science & Policy Committee.
Each committee operates under its own clearly defined Terms of Reference, which were reviewed and amended, where necessary, during the year. Terms of Reference for each committee can be found below.
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, Cary Claiborne stepped down as Chief Financial Officer and Mark Crossley was appointed. Also during the year, Tatjana May was appointed as a Non-Executive Director and a member of the Remuneration and Nomination & Governance Committees. When recruiting, the balance of experience and skills of the Board was a key factor taken into consideration.
Throughout the year, the Board continued to review its composition, and that of its principal committees. As a result, Daniel Tassé stepped down from the Nomination & Governance Committee and was appointed to the Science & Policy Committee. Later in the year, he stepped down from this Committee and was appointed to the Remuneration Committee. Lizabeth Zlatkus stepped down from the Remuneration Committee and was appointed to the Science & Policy Committee.
Biographical details of each of the current Directors can be found here: Board of Directors.
Roles and responsibilities of the Board
The Board is collectively 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 Group’s purpose of pioneering life-transforming treatments for patients suffering from addiction and its co-occurrences.
The Board met regularly throughout the year and, 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 ensures that sufficient measures are available to meet the objectives set.
The Board is responsible for:
- approval of the Group’s strategic aims and objectives, and review of 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 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 delegated responsibility for the day-to-day management of the business to the Chief Executive Officer.
Diversity and Inclusion
At Indivior we value our distinctive culture and believe it is a key source of sustainable competitive advantage. We believe inclusion and diversity in its broadest sense enables innovation, continuous improvement of quality, and increased speed and efficiency in meeting the various needs of our patients, customers and stakeholders.
Our Diversity and Inclusion Policy reflects our beliefs and values. Supporting and promoting the diversity of our people is an important priority for the Group and we have focused on developing an inclusive culture that values all employees regardless of their age, disability, gender, race, sexual orientation or other protected characteristics. We achieve this through targeted sourcing of people from diverse backgrounds and cultures and an ongoing focus on creating an environment that allows our talented people to prosper.
Within the Indivior workplace environment, everyone has an equal opportunity to perform at the highest levels and realize their potential. This applies to all aspects of our employment policies and practices.
Our Board and Executive Committee are made up of individuals from a broad, diverse background; comprising 36% women on the Board and 20% on the Executive Committee. At senior leadership level in the organization1, we continue to make good progress at increasing gender diversity, with 44% female representation.
We are focused on continuous challenge and development in this area. During the year, the Indivior Women in Leadership Program was developed and launched in the US headquarters and it is anticipated that this blueprint will be extended across the Group in due course.
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. 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 Group’s business, for implementing strategy and delivering performance against plans. He leads Indivior’s interactions on matters of policy and reform regarding the biopharmaceutical industry.
Throughout the year the Chairman met and maintained contact with the Senior Independent Director, 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. 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 acts as a sounding board for the Chairman and serves as an intermediary for other Directors as necessary. He is also available to shareholders, should a need arise, to convey concerns to the Board which they have been unable to convey through the Chairman of the Board or through the normal channel of the Chief Executive Officer.
During the year, led by the Senior Independent Director, the Non-Executive Directors met to appraise the Chairman’s performance.
The Non-Executive Directors play a key role and bring an independent perspective to Board discussion. The Company has benefited from the broad range of skills and experience which the Non-Executive Directors bring, ranging from business, finance, academic, scientific, private equity and pharmaceutical sectors.
Throughout the year they have constructively challenged and helped develop proposals on strategy, scrutinized the performance of management in meetings, agreed goals and objectives, and monitored the Group’s risk profile and reporting of performance.
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 they remain 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 Secretarial team) acts as Secretary to the Audit and Science & Policy Committees.
Role of the Board committees
The Board is supported by a number of principal committees: the Audit, Nomination & Governance, Remuneration and Science & Policy committees.
The Chair of each principal committee reports on the activities of the committee at the following Board meeting. Copies of all papers and the minutes of meetings of the principal committees are available to all Directors. The reports of the Audit, Nomination & Governance, Remuneration and Science & Policy Committees are set out in the 2017 Annual Report and Accounts.
In addition to the principal committees, the Company also has two further committees:
The Executive Committee is chaired by the Chief Executive Officer. The 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.
The Disclosure Committee is chaired by the Chief Financial Officer. The Committee comprises the Chief Financial Officer, the Chief Commercial & Strategy Officer, the Chief Legal Officer, the Chief Scientific Officer and the Company Secretary. The Committee meets as necessary and has responsibility for oversight of the disclosure of information in accordance with the EU Market Abuse Regulation and the FCA’s Disclosure Guidance and Transparency Rules.