Board succession and diversity


The Nomination and Governance Committee (the Committee) oversees succession for both executives and Independent Directors. In terms of executives, the Committee is responsible for the Executive Directors and for ensuring that appropriate arrangements are in place for senior positions below Board level.

Executive Directors

During 2021, the Board reviewed and updated the succession plan and talent development framework that seeks to ensure that we have arrangements to manage executive succession. The medium-term plans have been discussed and developed taking into account views from a wide range of stakeholders within Hikma. These plans were presented to and discussed by the whole Board.

In terms of succession for Executive Directors, the Committee has considered the potential for medium-term change, taking into account the assessment of internal talent, and has the necessary relationships with executive recruitment specialists. As a result, the Committee considers it is well positioned.

Independent Directors

During 2019 and 2020 we welcomed two new directors and in late 2020 we transitioned the Senior Independent Director role and chairs of the Audit Committee and NGC. These changes have allowed us to use 2021 to develop a new plan for the succession of Independent Directors over the medium term. Dr Pamela Kirby is standing down at the Annual General Meeting and Patrick Butler will reach nine years’ service in 2023. Accordingly, we will be looking to find candidates to increase the level of independent representation on the Board during the course of 2022. During this process, the Committee will be mindful of the Board’s commitment to have at least 33% Directors identifying as women. The Committee will also review the additional commitments of Directors in terms of Committee Chairs and other responsibilities with a view to ensuring a smooth transition of responsibilities. The Board considers it is important for those undertaking these additional responsibilities to have sufficient time to build experience of Hikma and relationships with relevant colleagues in advance.

In terms of succession for the chairing of Board Committees, Nina Henderson has kindly agreed to continue Pam’s thoughtful leadership of the Remuneration Committee.

Diversity

The Board approved Hikma’s diversity policy, which applies to the whole Group, including the Board. Hikma’s objective is to continue to ensure that it has an inclusive workplace that welcomes different cultures, perspectives, and experiences from across the globe. Hikma is committed to employing and engaging talented people, irrespective of their race, colour, religion, age, sex, sexual orientation, marital status, national origin, present or past history of mental or physical disability and any other factors not related to a person’s ability to perform the relevant role.

Ethnicity

The Board considers that it has demonstrated strong ethnic diversity since the formation of Hikma and has three Directors identifying as Minority Ethnic representing 30% of the Board, including the Executive Chairman. Accordingly, the Board has achieved and wholeheartedly supports and adopts the Parker recommendation to have at least one Director identifying as minority ethnic.

Gender

Since its founding, Hikma has actively promoted gender diversity across its operations. The NGC was pleased to be able to improve gender diversity in the Boardroom over the past few years. The Board has adopted the Hampton-Alexander target to achieve at least 33% of Board members identifying as women. The processes to enhance the level of independent representation on the Board during the course of 2022 will take into account the desire to achieve this target.