Nina Henderson

The Board is pleased to confirm that with effect from 1 October 2016, Nina Henderson is to join the Board as an independent non-executive director. Nina will become a member of the Audit, Remuneration and Nomination Committees.

Nina is a former Corporate Vice President of Bestfoods where she held numerous international general management and executive marketing positions for global consumer branded and food service businesses. During a 30 year career, her positions included President Bestfoods Grocery North America Consumer Division, Corporate Vice President Business Development Global Food Service Division, President Bestfoods Specialty Markets Division, Vice President Bestfoods Baking until 2001.

Nina has served as a Director of Royal Dutch Shell PLC, AXA Financial Inc., The Equitable Companies, Del Monte Foods Company, Hunt Corporation, Pactiv Corporation and Walter Energy Inc. with service on Audit, Investment, Nomination and Governance, Corporate Social Responsibility and Remuneration Committees. She has served as a Lead Director and committee Chair.

Nina is an honours graduate of Drexel University and holds a Bachelor of Science. A member of the Drexel 100, she received the Anthony J. P. Drexel Distinguished Alumni Award in 2010.

Nina is a Director of Regus PLC, where she is Chair of the Remuneration Committee and CNO Financial Group Inc. which owns Bankers Life, Washington National and Colonial Penn insurance companies offering life and health care policies. Nina is a Director of the Visiting Nurse Service of New York Inc. (‘VNSNY’) including VNSNY Choice Health Insurance and VNSNY Home Health Care, the largest home health care provider in the United States. She is a Trustee of Drexel University, including the Drexel College of Medicine, the largest private medical school in the United States, where she is Chair of the Academic Affairs Committee and serves on Executive and Finance committees. Nina is a Director of the Foreign Policy Association and President of the Kent Land Trust Foundation, a nature conservancy.

Board Changes

The Board wishes to confirm its plans for the retirement of two Independent Directors.

Michael Ashton, who joined the Board in November 2005, will step down at the 2017 AGM. Michael chaired the Remuneration Committee until May 2016 and has overseen an orderly transfer of his responsibilities to Dr. Pamela Kirby.

Ron Goode, who joined the Board in December 2006 and chairs the Compliance, Responsibility and Ethics Committee (CREC), will step down at the 2018 AGM.

In addition to their knowledge of Hikma and the committees with which they are involved, the two retiring Directors have substantial pharmaceutical experience which the Board will seek to replace in due course. The Board wishes to an orderly transfer of responsibilities and knowledge.

Committee Changes

The Board has reviewed its structure, including the composition of the Board committees and wishes to announce the following changes:

• The Nomination Committee will be renamed the Nomination and Governance Committee, reflecting the committee’s additional responsibilities.
• Pat Butler, the Chair of the Audit Committee, will become a member of the Remuneration Committee with immediate effect.
• John Castellani will formally take the chair of the CREC at the end of the May 2017 AGM, following a period of shadowing Ron Goode, who will be handing over the CREC chair.

Said Darwazah, Chairman and Chief Executive, said: I am delighted that Nina has agreed to join the Board. She will bring a wealth of executive and leadership experience which will greatly assist us as we take Hikma to the next stage of its development.

Michael and Ron have made invaluable contributions to Hikma, both in their work on their committees and in their expert knowledge of the global pharmaceuticals market. Fortunately, we will continue to benefit from their wisdom for a while longer until they both retire from the Board.