Committees

Board Committees

The Board has established four principal Committees to support it in fulfilling its oversight responsibilities.

 

Audit Committee

In accordance with its Terms of Reference, the Committee’s primary responsibility is to provide effective governance by overseeing the Group’s financial reporting processes including the Internal Audit Function and External Auditor, and to maintain oversight of the Group’s system of internal control and risk management activities.

Members

Terms of Reference

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

 

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

Terms of Reference

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

 

Remuneration Committee

The Committee’s role is to assist the Board of Directors in fulfilling its oversight responsibility by ensuring that Remuneration Policy and practices reward fairly and responsibly; are linked to corporate and individual performance; and take account of the generally accepted principles of good governance.

 Members

Terms of Reference

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

 

Executive Committees

In addition to the principal committees, Indivior has three executive committees.


Executive Committee

The Executive Committee is chaired by the Chief Executive Officer. 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.

The Committee comprises key functional leaders from the business and its purpose is to assist the Chief Executive Officer in discharging his duties. Biographical details of the members of the Executive Committee are recorded here.


Disclosure Committee

The Disclosure Committee is chaired by the Chief Financial Officer. It comprises the Chief Financial Officer, the Chief Commercial and Strategy Officer, the Chief Legal Officer, the Chief Scientific Officer and the Company Secretary. The Committee meets as necessary and oversees the disclosure of information in accordance with the EU Market Abuse Regulation and the FCA’s Disclosure Guidance and Transparency Rules. The Disclosure Committee receives input and advice from relevant individuals and advisors as required. These include the Group’s brokers and external legal counsel.


Compliance Committee

An Executive Compliance Committee was established in January 2019, replacing the existing management compliance committee (which has been reorganized as the Compliance Administration Council, which now reports to the Compliance Committee). The Compliance Committee comprises all members of the Executive Committee and is chaired by the Chief Integrity and Compliance Officer. The Compliance Committee meets monthly and is responsible for overseeing compliance with applicable laws, rules and regulations related to Indivior’s business operations excluding compliance with securities regulations and financial reporting requirements.