Board committees
In accordance with the principles of good Corporate Governance and in compliance with the Combined Code, the Board maintains three committees – the Audit Committee, the Nomination Committee and the Remuneration Committee.

The audit committee
The Audit Committee consists of four independent Non-Executive Directors: Mr. Breffni Byrne (Committee Chairman), Mr. Michael Ashton, Sir David Rowe-Ham and Mr. Ronald Good.  The Audit Committee therefore complies with the membership requirements laid out in the Corporate Governance Principles. The Committee met eight times during the past year with full attendance by its members.  

The nomination committee
The Nomination Committee consists of two independent Non-Executive Directors: Sir David Rowe-Ham (Committee Chairman) and Mr. Michael Ashton, and Executive Vice-Chairman, Mr. Mazen Darwazeh.  As required by the Corporate Governance Principles, the majority of the members of the Committee are independent Non-Executive Directors and an independent Non-Executive Director holds the Chairmanship of the Committee.
The Nomination Committee is responsible for succession planning and for ensuring that all appointments to the Board are made based on objective criteria.
The Committee met once during the past year, with full attendance by its members.

The remuneration committee

The Remuneration Committee consists of the Company’s four independent Non-Executive Directors: Mr. Michael Ashton (Committee Chairman), Mr. Breffni Byrne, Sir David Rowe-Ham and Mr. Ronald Goode.  The Remuneration Committee complies with the membership requirements laid out in the Corporate Governance Principles, and is responsible for setting and reviewing executive remuneration and that of the Company Secretary, and is capable of seeking the advice of external consultants when required.  The Committee met five times during the past year with full attendance by its members.

In addition to the Board Committees, the following committees have also been established at Hikma: 

Executive committee
Our Executive Committee is comprised of the Executive Directors and other senior management of the Group.  This committee oversees the day-to-day operation of our major operating subsidiaries, implements the decisions of the Board and makes recommendations for the Board’s approval.

Ethics committee

The Ethics Committee is chaired by Mr. Michael Ashton, an independent Non-Executive Director, and draws its members from the Board and senior management.  The Ethics Committee aims to monitor the ethical integrity of the Group across all areas of our business, and is responsible for the review and approval of statements and policies on ethics, conduct, values and principles within the Group.

Corporate responsibility (CR) committee
The CR Committee draws its members from the Board, senior management and our various operating subsidiaries.  This newly formed committee considers issues relating to CR and oversees the development and implementation of new CR-related policies, the Group’s CR strategy, programmes and activities.