Board roles and responsibilities

Board responsibility

The Board is the ultimate decision-making oversight and control authority in Hikma. The Board sets the strategic direction, monitors financial performance and challenges management ideas and performance. The Board promotes good governance within the Group, and seeks to ensure that Hikma meets its responsibilities to shareholders, employees, suppliers, customers and other stakeholders.

The Board is assisted in the delivery of its responsibilities by the Executive Committee, the Company Secretary and the following external advisers:

External adviser

Nature of advice

Bank of America Merrill Lynch

Broker

Centerview Partners

Investment adviser

Citigroup

Broker

EY

Internal audit

Lintstock

Board evaluation

PricewaterhouseCoopers

Auditor

Slaughter and May

Legal adviser

Willis Towers Watson

Remuneration adviser

 

Board roles

Chairman and Chief Executive

The Board has approved separate statements of the Chairman and Chief Executive responsibilities in writing, which are reviewed annually and include:

Chairman

  • Being an ambassador for the Group
  • Providing an appropriate environment for the Board to scrutinise and challenge the actions of management in a constructive manner
  • Setting the agenda for the Board, in consultation with the Senior Independent Director
  • Ensuring that the opinions of Directors and executives are fully taken into account
  • Keeping the Senior Independent Director fully informed of all matters of importance to the Group
  • Ensuring that the Board considers all matters that are relevant to it and has appropriate information

Chief Executive

  • Providing the strategic vision and implementation capability to ensure the Company achieves its full potential
  • Leading the executive team and supporting the business heads in the delivery of the divisional strategies
  • Identifying and executing new business opportunities inside and outside the current core activities
  • Ensuring effective implementation of Board decisions

Senior Independent Director

The Senior Independent Director's responsibilities include:

  • Involvement in setting the Board agenda, actions points and the minutes
  • Leading the Board in matters of board composition, effectiveness and evaluation, particularly in relation to the performance of the Chairman and Chief Executive
  • Providing a communication channel between the Chairman and Chief Executive and the Non-Executive Directors
  • Non-Executive Directors to assess the appropriateness of the governance structure and safeguards for shareholders
  • Acting as an alternate point of contact for shareholders and maintaining contact with principal investors and representative bodies

Executive Vice Chairman

When required, the Executive Vice Chairman acts as alternate to the Chairman and Chief Executive and is another point of contact and sounding board for management and Directors.

Non-Executive Directors

The Independent Non-Executive Directors scrutinise the strategy, risk planning and operations of executives, providing advice and external perspective. They engage with management across the Group to ensure they are fully aware of the Group’s activities and the issues it faces. The Independent Non-Executive Directors also keep Hikma’s governance structure under review and ensure that appropriate safeguards are in place. The Board holds meetings without the executive management present to discuss issues affecting the Group.

Company Secretary

The Company Secretary reports to the Chairman and Chief Executive and supports him and the Senior Independent Director in the delivery of their roles, particularly in relation to information flow and setting the Board agenda.