Compliance with the UK Corporate Governance Code
The 2018 UK Corporate Governance Code, published by the Financial Reporting Council (the “Code”), sets out the standards of good practice in relation to: board leadership and company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration. The Group has a comprehensive range of policies and procedures in place to ensure that it is well managed, with effective oversight and controls.
Further Details about Indivior’s compliance with the Code can be found here.
The Board
The Board has a schedule of matters specifically reserved for its decision-making and approval. The key areas reserved to the Board include:
- the Group’s strategic aims and objectives 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 and the reports included therein;
- dividend policy;
- succession planning for the Board and senior management, all Board appointments and removals, remuneration arrangements and termination payments;
- major capital projects, acquisitions or divestments;
- any increase in, or significant variation in, the terms of the borrowing facilities of the Group;
- capital expenditure projects outside the scope of the approved annual budgets and plans;
- routinely reviewing the Group’s confidential reporting hotline facility (EthicsLine) and ensuring that arrangements are in place for investigations and follow-up action;
- establishing an effective method for gathering the views of the Group’s workforce and keeping this mechanism under review; and
- considering the interests of the Group’s shareholders and other key stakeholders in its discussions and decision making.
The matters reserved for approval by the Board are regularly reviewed by the Board.
The Board has delegated responsibility for the day-to-day management of the business to the Chief Executive Officer.
Board Composition
Details of the Board’s composition and the biographical details of each of the Directors can be found here. The Directors have a valuable combination of skills and business, scientific, pharmaceutical and disease experience which continue to be relevant to Indivior.
Board Committees
The Board has established five principal Committees to support it in fulfilling its oversight responsibilities; these are the Audit & Risk Committee, Compliance, Ethics & Sustainability Committee, Nomination Committee, Remuneration Committee and Science Committee. Each of these Committees has certain delegated responsibilities which are set out in their Terms of Reference.
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.
View information on the Board’s Committees.
Executive Committees
In addition to the principal committees, Indivior has four executive committees: The Executive Committee, the Disclosure Committee, the Sustainability Committee and the Compliance Committee. More detail about the executive committee can be found within this website section
