Corporate Governance Guidelines
Effective January 1, 2025, the Board adopted new Corporate Governance Guidelines which describe the principles and practices the Board follows in carrying out its responsibilities. These Guidelines, in conjunction with other corporate governance documents, form the framework for the Company’s governance structure.
The Corporate Governance Guidelines can be found here: Corporate Governance Guidelines.
UK Corporate Governance Code
Up to December 31, 2024, the Company complied with the 2018 UK Corporate Governance Code.
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, Compensation Committee, Compliance, Ethics & Sustainability Committee, Nomination Committee and Science Committee. Each of these Committees has certain delegated responsibilities which are set out in their Charters.
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 five executive committees: the Executive Committee, the Compliance Committee, the SEC Disclosure Committee, the UK MAR Disclosure Committee and the Sustainability Committee. More detail about the executive committees can be found here.
