The Board is collectively responsible to the shareholders for the longterm success of the Company. It provides strategic leadership and effective oversight of the Group’s operations, either directly or through the work of its principal committees. The Board has ultimate responsibility for ensuring good governance throughout Indivior. The Board has a schedule of matters that are reserved to it for approval. The schedule of matters reserved was last updated in November 2017.
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. Led by the Chair, it approves the strategy, reviews financial and operational performance, risk management and appetite, the Group’s capital structure and plans proposed by management to implement agreed strategy. The Board ensures that sufficient resources are available to meet the objectives set.
The Board is responsible for approval of:
- the Group’s strategic aims and objectives, including material litigation strategy, and review of performance against those aims and objectives;
- the Group’s annual budget and corporate plans;
- the Group’s annual, half-yearly and quarterly financial reports;
- the Annual Report and Accounts and the reports included therein;
- the dividend policy;
- all Board appointments or removals, remuneration arrangements and termination payments;
- membership and chairship of the Board and committees and succession planning for senior management;
- major capital projects, acquisitions or divestments;
- any increase in, or significant variation in, the terms of the borrowing facilities of the Company;
- capital expenditure projects outside the scope of the approved annual budgets and plans;
- treasury and risk management policies; and
- appointment and removal of the Company Secretary.
The Board has delegated responsibility for the day-to-day management of the business to the Chief Executive Officer.
Details of the Board’s composition and the biographical details of each of the Directors are set out here: Board of Directors. The Directors have a valuable combination of skills and business, scientific, pharmaceutical and disease experience which continue to be relevant to the Group.
Chair and Chief Executive Officer
There is a formal division of responsibilities between the Chair, Howard Pien, and Chief Executive Officer, Shaun Thaxter, which is set out in writing. The Chair and Chief Executive Officer work together to set the Board’s agenda.
The Chair leads the Board and is responsible for ensuring its overall effectiveness. He promotes high standards of corporate governance and probity and fosters constructive relations between the Executive and Non-Executive Directors, and is responsible for setting the tone and culture in the boardroom.
Throughout the year, the Chair worked closely with the Senior Independent Director and the Non-Executive Directors. A part of each Board meeting is reserved for a meeting of the Chair and the Non-Executive Directors, without executive management present.
The Chief Executive Officer is responsible for the day-to-day leadership of the business, including leading and monitoring the performance of senior management. He is responsible to the Board for the performance of the business against agreed strategy and plans. He is supported in this role by the Executive Committee.
Senior Independent Director
Daniel Tassé is the Senior Independent Director. He acts as a sounding board for the Chair and can act as an intermediary between the other Directors and the Chair when required. He also leads the other Non-Executive Directors in the annual performance evaluation of the Chair.
He provides an alternative point of contact for shareholders on matters that would not be appropriate for them to discuss or resolve via the Chair, Chief Executive Officer or Chief Financial Officer.
The Non-Executive Directors bring an independent perspective to Board discussion. The Company has benefited from the broad range of skills and experience which the Non-Executive Directors provide from different businesses and fields, including finance, academic, scientific, private equity and pharmaceutical sectors.
Throughout the year they have constructively challenged and developed the Group’s strategy, scrutinized the performance of management, agreed goals and objectives, and monitored the Group’s risk profile and reporting of performance.
The Company Secretary, Kathryn Hudson, acts as Secretary to the Board and the Remuneration and Nomination & Governance Committees. She supports the Chair and the Board in the execution of their duties. She advises the Chair, 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. Biographical details of the Company Secretary are here.
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, which applies to the Board, its Committees and our workforce, 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.
Our Board and Executive Committee are made up of individuals from a broad, diverse background; this includes strong gender diversity comprising 36% women on the Board and 22% on the Executive Committee. This is consistent across the Group and at senior leadership levels in the organization (Executive Committee and direct reports), where there is 36% female representation.
The Board has four principal committees, to which it has delegated certain responsibilities. These are the: Audit, Nomination & Governance, Remuneration and Science & Policy committees. More information about the roles, composition and work of the principal committees can be found here.
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.
In addition to the principal committees, the Group has three executive committees: The Executive Committee, the Disclosure Committee and the Compliance Committee. More detail about these committees can be found here.