GSK : Governance and Remuneration report 2023

GSK Annual Report 2023

Corporate governance

In this section

The Board and GSK Leadership Team	108
Chair's governance statement	114
Corporate governance architecture	116
Ahead Together - Board oversight	119
Continuous engagement and key decisions	121
Board committee reports	128
Remuneration Committee Chair's annual statement	139
Annual report on remuneration	142
Directors' report	161

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Strategic report | Governance and remuneration | Financial statements | Investor information

GSK Annual Report 2023

The Board

Sir Jonathan Symonds, CBE	Skills and experience
Non-Executive Chair	Jon has extensive international financial, life sciences and governance experience.
Age: 64	Jon served as an Independent Non-Executive Director of HSBC Holdings plc from April 2014 and
as Chairman of the Group Audit Committee from 1 September 2014 and Deputy Group Chairman
Nationality: British
from August 2018, until his retirement from the Board in February 2020. He was previously
Appointed: 1 September 2019
Chairman of HSBC Bank plc, Chief Financial Officer of Novartis AG, Partner and Managing
N	Director of Goldman Sachs, Chief Financial Officer of AstraZeneca plc, and a Partner at KPMG.
	Jon is a Fellow of the Institute of Chartered Accountants in England and Wales.
	External appointments
	Non-Executive Director, Genomics England Limited having previously served as its Chairman;
	Non-Executive Chair, Energy Aspects; Member, European Round Table for Industry; Senior
	Advisor to Chatham House.
Dame Emma Walmsley	Skills and experience
Chief Executive Officer	Before being appointed as GSK's CEO, Emma was the CEO of GSK Consumer Healthcare, a joint
Age: 54	venture between GSK and Novartis, from its creation in March 2015. Emma joined GSK in 2010
from L'Oreal, having worked there for 17 years in a variety of roles in Paris, London, New York and
Nationality: British	Shanghai. Emma was previously a Non-Executive Director of Diageo plc. Emma's position as an
Appointed: 1 January 2017	Independent Director of Microsoft, Inc., further supplements the technology and cyber security
Chief Executive Officer from	experience she brings to the Board.
1 April 2017	Emma holds an MA in Classics and Modern Languages from Oxford University.
	External appointments
	Independent Director, Microsoft, Inc.
Julie Brown	Skills and experience
Chief Financial Officer	Julie has an extensive financial and life sciences background, having been the Group CFO of
Age: 61	Smith & Nephew from 2013 to 2017 and serving as a Non-Executive Director and Audit Chair of
Roche Holding AG from 2016 to 2022. Before this, Julie was Interim Group CFO of AstraZeneca
Nationality: British	plc, having worked in a wide range of commercial, strategic and financial positions across three
Appointed: 3 April 2023	continents over a 25 year period. Julie was also Chief Operating Officer and CFO and Executive
Chief Financial Officer from 1 May 2023	Director of Burberry Group plc from 2017 to 2023, where her responsibilities included Finance,
	Transformation, Information Technology and oversight of cyber security.
	Julie is a Fellow of the Institute of Chartered Accountants and the Institute of Tax.
	External appointments
	Co-Chair, CFO Leadership Network, Accounting for Sustainability (part of the King Charles III
	Charitable Fund Group of Companies); Patron, Oxford University Women in Business; Non-
	Executive Director and Chair of the Audit Committee, Diageo plc (effective 5 August 2024).
Elizabeth (Liz) McKee Anderson	Skills and experience
Independent Non-Executive Director	Liz brings significant experience in commercial biopharmaceuticals and is a seasoned biotech
Age: 66	board member. Her significant experience in commercial biopharmaceuticals, both operationally
and at Board level, as well as her deep understanding of the biotechnology sector and
Nationality: American	application of technology, are invaluable to GSK as a pure biopharma company.
Appointed: 1 September 2022	Before her current roles, Liz served as Worldwide Vice President and commercial leader in
A R	infectious diseases and vaccines and also for immunology and oncology at Janssen
Pharmaceuticals, and as Vice President and General Manager at Wyeth Vaccines. Liz was also
	previously a Board member of Huntsworth Plc and a Board Member and Chair of the Science,
	Technology and Investment Committee of Bavarian Nordic A/S. Liz has a degree in Engineering
	and Technical Management and an MBA in Finance.
	External appointments
	Board Member, BioMarin Pharmaceutical, Inc; Board Member, Revolution Medicines, Inc; Board
	Member, Insmed, Inc; Trustee, The Wistar Institute; Director, Aro Biotherapeutics Company, a
	private company.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

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GSK Annual Report 2023

The Board continued

Charles Bancroft	Skills and experience
Senior Independent Non-Executive Director	Charlie has a wealth of financial and management experience in global biopharma.
Age: 64		Charlie retired from a successful career at Bristol Myers Squibb (BMS) in March 2020 where he
	held a number of leadership roles in commercial, strategy and finance. Beginning his career at
Nationality: American
BMS in 1984, he held positions of increasing responsibility within the finance organisation and
Appointed: 1 May 2020
had commercial operational responsibility for Latin America, Middle East, Africa, Canada, Japan
Senior Independent Non-Executive Director
and several Pacific Rim countries. He was appointed Chief Financial Officer in 2010, Chief
from 18 July 2022
Financial Officer and Executive Vice President, Global Business Operations in 2016 and Executive
A	N	R	Vice President and Head of Integration and Strategy & Business Development in 2019. As Chief
Financial Officer, Charlie had line management responsibility for Information Technology,
			including cyber security. Charlie successfully steered BMS through a period of strategic
			transformation, including its $74 billion acquisition of Celgene. Charlie also served as a member
			of the Board of Colgate-Palmolive Company from 2017 until March 2020.
			External appointments
			Board Member, Kodiak Sciences Inc; Board Member, BioVector Inc; Advisory Board Member,
			Drexel University's LeBow College of Business.
			The Board determined that Charlie has recent and relevant financial experience and agreed that
			he has the appropriate qualifications and background to be an audit committee financial expert.
Dr Hal Barron	Skills and experience
Non-Executive Director	Hal has had a distinguished career in biosciences, with a strong track record of research and
Age: 61		development (R&D). He joined the Board of GSK in 2018 as Chief Scientific Officer and President,
	R&D, where he brought a new approach to R&D which focused on science related to the immune
Nationality: American	system, the use of human genetics and advanced technologies to help identify the next
Appointed: 1 January 2018	generation of transformational medicines. In August 2022, he transitioned to a Non-Independent
Chief Scientific Officer and	Non-Executive Director, with additional responsibilities to support R&D.
President, R&D from 1 April 2018	Before joining GSK, Hal was President, R&D at Calico LLC (California Life Company), an
Transitioned to the role of Non-Executive
Alphabet-funded company that uses advanced technologies to increase understanding of
Director on 1 August 2022
lifespan biology. Hal was previously Executive Vice President, Head of Global Product
S			Development, and Chief Medical Officer of Roche, responsible for all the products in the
		combined portfolio of Roche and Genentech. At Genentech, he was Senior Vice President of
			Development and Chief Medical Officer. Hal was a Non-Executive Director and Chair of the
			Science & Technology Committee at Juno Therapeutics, Inc until March 2018, when it was
			acquired by Celgene Corporation. He previously served as a Non-Executive Board Director of
			GRAIL, Inc and an Advisory Board Member of Verily Life Sciences LLC.
			External appointments
			CEO and Board Co-Chair, Altos Labs Inc; Associate Adjunct Professor, Epidemiology &
			Biostatistics, University of California, San Francisco.
Dr Anne Beal	Skills and experience
Independent Non-Executive Director	Anne brings extensive healthcare experience to the Board as a physician and entrepreneur, and
Age: 61		combines this with a passion for patient advocacy. She is a recognised health policy expert in the
	development of global and national programmes for improving healthcare access for all patient
Nationality: American	groups and for ensuring the voice of patients is reflected in research programmes.
Appointed: 6 May 2021	Before her current roles, Anne spent six years at Harvard Medical School and Massachusetts
C	N	R	General Hospital, where she was an instructor in paediatrics. She has also held leadership roles at
the Commonwealth Fund and the Aetna Foundation. Anne was previously Deputy Executive

Director and Chief Engagement Officer for The Patient-Centered Outcomes Research Institute in the US and Chief Patient Officer and Global Head of Patient Solutions at Sanofi.

External appointments

Founder and CEO, AbsoluteJOI Skincare; Board Member, AcademyHealth; Board Member,

Prolacta Bioscience.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

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The Board continued

Wendy Becker	Skills and experience
Independent Non-Executive Director	Wendy is a highly experienced Non-Executive Director and has held significant leadership
Age: 58	positions in a wide range of global businesses in public, private and non-profit sectors. She
possesses a wealth of strategic and consumer marketing expertise in particular across the
Nationality: American	technology and life sciences sectors.
Appointed: 1 October 2023	Wendy has strong executive management experience, having been Chief Executive Officer at
A R	Jack Wills Limited, Group Chief Marketing Officer at Vodafone Group plc and Partner at
McKinsey & Company. Wendy's interest in science, healthcare and medical research dates to her
	time at McKinsey, where she worked with a range of healthcare clients in the US and Europe. This
	was furthered during the years that she served on the Board of Cancer Research UK. More
	recently, Wendy spent time as a Non-Executive Director of NHS England and as Chair of the
	British Heart Foundation.
	Wendy has held several Non-Executive Director roles, amongst others, as Chair of the
	Remuneration Committees of Great Portland Estates plc and Ocado Group plc and as a member
	of the Remuneration and Audit Committees of Whitbread plc.
	Through her current and prior roles in technology companies, Wendy adds to the Board's
	experience in cyber security.
	External appointments
	Chair of Logitech International S.A.; Board member and Chair of the Compensation Committee,
	Sony Group Corporation; Senior Independent Director and Chair of the Remuneration
	Committee, Oxford Nanopore Technologies plc; Member of the governing bodies of the
	University of Oxford.
Dr Harry (Hal) C Dietz	Skills and experience
Independent Non-Executive Director	Hal brings extensive experience in the field of human genetics which is central to GSK's approach
and Scientific & Medical Expert	to R&D. He is a former President of the American Society of Human Genetics and is recognised
Age: 65	as the world's leading authority on the genetic disorder known as Marfan Syndrome. He also
brings experience in developing novel therapies, particularly in relation to disease-modifying
Nationality: American	treatments for fibrotic and neurodegenerative diseases. In total, Hal has authored 282 original
Appointed: 1 January 2022	publications in peer-reviewed journals during his career.
	As a physician scientist, he has dedicated his entire career to the care and study of individuals
S	with heritable connective tissue disorders with primary perturbations of extracellular matrix
	homeostasis and function. His lab has identified the genes for many of these conditions, for which
	he uses model systems to explain disease mechanisms.
	Hal has received many prestigious awards including the Curt Stern Award from the American
	Society of Human Genetics, the Colonel Harland Sanders Lifetime Achievement Award in
	Medical Genetics, the Taubman Prize for excellence in translational medical science, the
	Harrington Prize from the American Society for Clinical Investigation and the Harrington
	Discovery Institute, the Pasarow Award in Cardiovascular Research, the InBev-Baillet Latour
	Health Prize from Belgium, and the Research Achievement Award from the American Heart
	Association.
	He is an inductee of the American Society for Clinical Investigation, the American Association for
	the Advancement of Science, the Association of American Physicians, the National Academy of
	Medicine, and the National Academy of Sciences.
	External appointments
	Victor A. McKusick Professor of Paediatrics, Medicine, and Molecular Biology & Genetics in the
	Department of Genetic Medicine, The Johns Hopkins University School of Medicine; Investigator,
	Howard Hughes Medical Institute; Non-Executive Board Director, Altius Institute for Biomedical
	Sciences; Independent Chair, GSK's Human Genetics Scientific Advisory Board.

Key Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

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The Board continued

	Dr Jesse Goodman	Skills and experience
	Independent Non-Executive Director	Jesse brings scientific and public health expertise to the Board's deliberations. He has a wealth of
	and Scientific & Medical Expert	experience spanning science, medicine, vaccines, regulation and public health, and has a proven
	Age: 72	record in addressing pressing public health needs in both the academic and federal sectors.
	Jesse previously served in senior leadership positions at the US Food and Drug Administration
	Nationality: American
	(FDA), including most recently as the FDA's Chief Scientist and previously as Deputy
	Appointed: 1 January 2016
	Commissioner for Science and Public Health and as Director of the Center for Biologics
	S	C	Evaluation and Research (CBER).
	Jesse played a leadership role in developing the FDA's Regulatory Science and Medical
			Countermeasures Initiatives and has worked collaboratively with industry, academia, government
			and global public health and regulatory partners to prepare for and respond to major public
			health threats, including emerging infectious diseases, disasters and terrorism. He led the FDA's
			response to West Nile Virus and to the 2009 H1N1 influenza pandemic and served on the Senior
			Leadership Team for the 2010 White House Medical Countermeasure Review. Jesse was
			previously a member of both the Scientific Advisory Committee and the Regulatory and Legal
			Working Group of the Coalition for Epidemic Preparedness Innovations (CEPI).
			External appointments
			Professor of Medicine and Attending Physician, Infectious Diseases, Georgetown University and
			directs the Georgetown University Center on Medical Product Access, Safety and Stewardship
			(COMPASS); Board Member (formerly President), United States Pharmacopeia (USP); Board
			Member, Scientific Counselors for Infectious Diseases, Centers for Disease Control and Prevention
			(CDC); Board Member, Intellia Therapeutics Inc; Member, US National Academy of Medicine;
			Board Member, Adaptive Phage Therapeutics, Inc.
	Urs Rohner	Skills and experience
	Independent Non-Executive Director	Urs has a broad business, banking and legal background and extensive senior level experience at
	Age: 64	multinational companies.
	Urs has served as Chairman on a number of Boards, most recently for Credit Suisse Group from
	Nationality: Swiss
	2011 until April 2021. Before joining Credit Suisse in 2004, Urs served as Chairman of the Executive
	Appointed: 1 January 2015
	Board and CEO of ProSieben and ProSiebenSat.1 Media AG. This followed a number of years in
	R	A N	private practice at major law firms in Switzerland and the US, having been admitted to the bars
	of the canton of Zurich in Switzerland in 1986 and the state of New York in the US in 1990.
			As a founding partner and Chair of Vega Cyber Associates AG, he brings current technology and
			cybersecurity experience to the Board, further supplemented by digital transformation during his
			time as Chair of Credit Suisse.
			External appointments
			Member, International Advisory Board, Investcorp; Chair, Vega Cyber Associates AG.
	Dr Vishal Sikka	Skills and experience
	Independent Non-Executive Director	Vishal has a distinguished background in technology, particularly in Artificial Intelligence (AI) and
	Age: 56	Machine Learning (ML), which are central to GSK's approach to R&D. He also brings a deep
	understanding of cyber security to the Board. He is the founder and CEO of Vianai Systems, Inc, a
	Nationality: American	Silicon Valley-based company that provides advanced technological software and services in AI
	Appointed: 18 July 2022	and ML to large enterprises around the world.
	C		Before founding Vianai Systems in 2019, Vishal served as CEO of Infosys Limited, where he led an
		innovative strategy to help clients renew existing IT landscapes, using automation, design
			thinking and next-generation technologies to transform customer experiences. He also served as
			a member of the Executive Board of SAP SE, prior to which he was its Chief Technology Officer.
			Vishal has a PhD in AI from Stanford University and has co-authored several research abstracts
			related to AI, technology and database management.
			External appointments
			Founder and CEO, Vianai Systems, Inc; Board Member, Oracle Corporation; Member, Supervisory
			Board, BMW AG; Member of the Advisory Board of Stanford University's AI Center (Center for
			Human-Centered Artificial Intelligence).
Key	Committee Chair C Corporate Responsibility S Science N Nominations & Corporate Governance A Audit & Risk R Remuneration

Directors departing during 2023

Iain Mackay

14 January 2019 to 1 May 2023

Stepped down from the Board on 1 May and retired from the company on 31 December 2023.

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GSK Leadership Team (GLT)

	Skills and experience
Emma Walmsley	Emma joined GSK in 2010 and the GLT in 2011. See Board biographies on pages 108 to 111.
Chief Executive Officer
Julie Brown	Julie joined GSK and the GLT in 2023. See Board biographies on pages 108 to 111.
Chief Financial Officer
Diana Conrad	Diana was appointed Chief People Officer and member of the GLT in April 2019. She was
Chief People Officer	previously Senior Vice President, HR, Pharmaceuticals R&D from 2016 where she played a key
	strategic role as leader of the R&D people and culture agenda to support its transformation.
	Diana joined GSK Canada's HR team in 2000 where she held several roles of increasing
	responsibility before becoming Senior Vice President, HR for Consumer Healthcare in 2009.
	Prior to joining GSK, she held HR roles in companies including GE Capital, Gennum Corporation
	and Zenon Environmental Laboratories. Diana has an Honours Bachelor of Arts from McMaster
	University in Canada.
James Ford	James joined the GLT in 2018, when he was appointed Senior Vice President and Group General
SVP & Group General Counsel,	Counsel, later taking responsibility for Compliance, Corporate Security and Investigations in 2021.
Legal and Compliance	He joined GSK in 1995 and has served as General Counsel Consumer Healthcare, General
	Counsel Global Pharmaceuticals, Vice President of Corporate Legal and was Acting Head of
	Global Ethics and Compliance. Prior to GSK, James was a solicitor at Clifford Chance and DLA.
	He holds a law degree from the University of East Anglia and a Diploma in Competition Law from
	King's College. He is qualified as a solicitor in England and Wales and is an attorney at the New
	York State Bar. James is based in London and has practised law and lived in the US, Singapore
	and Hong Kong. James was co-chair of the US-based Civil Justice Reform Group 2019-2022, and
	is a director of the European General Counsel Association and the Association of Corporate
	Counsel.
Sally Jackson	Sally joined the GLT in March 2019 as Senior Vice President, Global Communications and CEO
SVP, Global Communications	Office. She leads our Communications and Government Affairs function globally and is also the
and CEO Office	CEO's Chief of Staff.
	Prior to this, Sally was Senior Vice President, Office of the CEO and CFO and she previously
	served as Head of Investor Relations. She joined GSK in 2001.
	Sally holds a degree in Natural Sciences from the University of Cambridge.
Luke Miels	Luke joined GSK and the GLT in 2017. As Chief Commercial Officer he is responsible for our
Chief Commercial Officer	commercial portfolio of medicines and vaccines. Luke also co-chairs the Portfolio Investment
	Board with Tony Wood and is a member of the ViiV Healthcare Board. Outside of GSK, Luke is
	a member of the Singapore Economic Development Board.
	He previously worked for AstraZeneca as Executive Vice President of their European business
	and, prior to that, was Executive Vice President of Global Product and Portfolio Strategy, Global
	Medical Affairs and Corporate Affairs. Before that, he was head of Asia for Roche, based in
	Shanghai and then Singapore. Prior to that he held roles of increasing seniority at Roche and
	Sanofi-Aventis in the US, Europe and Asia.
	Luke holds a Bachelor of Science degree in Biology from Flinders University in Adelaide and a
	MBA from the Macquarie University, Sydney.
Shobie Ramakrishnan	Shobie joined the GLT in 2021 when she was appointed Chief Digital and Technology Officer. She
Chief Digital and Technology Officer	joined GSK in 2018 and has deep and broad experience in both biotech and hi-tech companies
	and, most recently, has led Digital and Technology for GSK's Global Commercial organisation,
	transforming the company's capabilities in digital, data and analytics and playing a pivotal role
	in establishing a more agile commercial operating model. Before joining GSK, Shobie held senior
	technology leadership roles in organisations including AstraZeneca, Salesforce, Genentech and
	Roche. She is a Non-Executive Director at Deliveroo. She is Board Member Emeritus at
	SustainableIT.org and was formerly a member of the board of directors at Remediant.
	Shobie holds a Bachelor's degree in Electronics Engineering from Vellore Institute of Technology,
	University of Madras, India.

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GSK Leadership Team (GLT) continued

	Skills and experience
David Redfern	David joined the GLT as Chief Strategy Officer in 2008 and is responsible for corporate
President, Corporate Development	development and strategic planning. Previously, he was Senior Vice President, Northern Europe
	with responsibility for GSK's pharmaceutical businesses in that region and, before that, he was
	Senior Vice President for Central and Eastern Europe. He joined GSK in 1994. David was
	appointed Chairman of the Board of ViiV Healthcare Limited in 2011 and a Non-Executive
	Director of the Aspen Pharmacare Holdings Limited Board in 2015.
	He has a Bachelor of Science degree from Bristol University and is a Chartered Accountant.
Regis Simard	Regis joined the GLT in 2018, when he became President, Pharmaceuticals Supply Chain.
President, Global Supply Chain	He is responsible for the manufacturing and supply of GSK's medicines and vaccines. In addition,
	he leads Quality and Environment, Health, Safety and Sustainability at a corporate level. Regis
	joined GSK in 2005 as a Site Director in France, rising to become Senior Vice President of Global
	Pharmaceuticals Manufacturing before his current role. Previously, he held senior positions at
	Sony, Konica Minolta and Tyco Healthcare. He is a member of the Board of ViiV Healthcare.
	He is a mechanical engineer and holds an MBA.
Phil Thomson	Phil joined the GLT in 2011. He was appointed President, Global Affairs in 2017, and has
President, Global Affairs	responsibility for the Group's strategic approach to stakeholder engagement, reputation and
	policy development. Previously, Phil was Senior Vice President, Communications and Government
	Affairs. He joined Glaxo Wellcome as a commercial trainee in 1996.
	Phil holds a degree in English, History and Russian Studies from Durham University.
Deborah Waterhouse	Deborah was appointed to the GLT in January 2020. She became Chief Executive Officer of ViiV
CEO, ViiV Healthcare and President,	Healthcare in April 2017. In addition to ViiV, Deborah also leads GSK's Global Health
GSK Global Health	organisation.
	Deborah joined GSK in 1996 and, prior to ViiV, was the Senior Vice President of Primary Care
	within GSK's US business. She has a strong track record of performance in both specialty and
	primary care. Deborah led the HIV business in the UK before heading the HIV Centre of
	Excellence for Pharma Europe and held roles as General Manager of Australia and New Zealand
	and Senior Vice President for Central and Eastern Europe.
	Deborah is a Non-Executive Director of Schroders plc and holds a degree in Economic History
	and English Literature from Liverpool University.
Tony Wood	Tony was appointed Chief Scientific Officer (CSO), Head of R&D and a member of GLT on 1
Chief Scientific Officer	August 2022, following his appointment as CSO designate on 19 January 2022. He joined GSK
	from Pfizer in 2017 as Senior Vice President, Medicinal Science and Technology, responsible for all
	science and technology platforms driving the delivery of new innovation.
	Tony has led large-scale global organisations in drug discovery and development in multiple
	therapeutic areas, including immunology, oncology and infectious diseases. During his time at
	Pfizer, Tony was responsible for the invention of a new antiretroviral medication used to treat HIV
	infection. He is a Fellow of the Academy of Medical Sciences, an Honorary Fellow of the Royal
	Society of Chemistry (RSC), the highest honour given by the RSC, and a Fellow of the Royal
	Society of Biology.
	Tony has a BSc in chemistry and PhD in organic synthesis from the University of Newcastle, and
	was a postdoctoral fellow at Imperial College, London. He is also currently a visiting professor at
	IMCM Oxford.

GLT members departing during 2023

1. Iain Mackay was a member of the GLT and CFO until 1 May 2023. He stepped down from the Board on 1 May and retired from the company on 31 December 2023.

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Chair's governance statement

In 2023 GSK continued to make significant progress as a pure biopharma company. The Board has the skills and capabilities to challenge and support GSK's performance and long-term success.

Board evolution

The Board's composition will continue to evolve, but is now tailored to the pure biopharma company that we are now. We have the relevant skills and experience with deep industry and scientific expertise, as well as broad pharma business and commercial experience.

At the heart of the business is science and the choices we make. We are well equipped with Drs Hal Dietz, Hal Barron and Jesse Goodman who provide a breadth and depth of scientific knowledge which combines well with Vishal Sikka's deep expertise in technology, artificial intelligence and machine learning (AI/ML). Liz Anderson provides strong commercial expertise and Dr Anne Beal brings a strong focus on patients and the patient experience. Charlie Bancroft's extensive expertise as a pharma company executive and CFO means that our Board now meets the needs of GSK today.

At the management level we transitioned CFO from Iain Mackay, who guided us through the separation of Haleon, to Julie Brown, who has deep industry expertise.

Board industry experience

10

8

6

4

2

0

Pharma/Life	Tech	Finance	Consumer/Other
Sciences

• 2022 pre-biopharma Board
• 2023 biopharma Board

Non-Executive Director tenure

•	Up to 3 years: 50%
•	3-6 years: 20%

•	6-9 years: 20%
•	Over 9 years: 10%

Board succession

Two succession processes began in 2023. Urs Rohner, who has chaired the Remuneration Committee since May 2015, reaches just over nine years of service at the 2024 AGM. He will be succeeded following the AGM by Wendy Becker who joined the Board in October 2023. Wendy has a strong background in science, life sciences and technology, but is also a very experienced Remuneration Committee Chair with an understanding of global corporates. She will oversee the next iteration of the Remuneration policy that will be presented at the 2025 AGM.

Our second succession planning focus has been for continued refreshment of the Board's scientific expertise. Dr Laurie Glimcher, who stepped down from the Board in October 2022, was not replaced as we were unsure of precisely what additional skills we needed. As our focus deepens on RNA and oligonucleotides we have undertaken a detailed search for a scientist with deep experience in RNA.

A successor to Dr Jesse Goodman, who is due to retire after nine years' service at our 2025 AGM, will be sought in 2024. His expertise in public health, infectious diseases and regulation has been invaluable and necessary.

Board priorities and focus

GSK is now delivering meaningful and consistent improvement in performance which needs to be sustained through effective capital allocation and strategic choices. This was reflected in the recent upgrade to our longer-term outlooks announced at the beginning of the year.

The Board and management agendas are completely aligned with clear focus on the three time periods that management communicate on - financial performance to 2026, pipeline progress and business development to support the growth ambitions to 2031 and the science and technologies that support the long-term growth of the business beyond 2031. The primary focus of the Board's work in 2023 was on building confidence on the growth outlooks to 2031. The significant opportunities that can come from AI/ML have been a theme running through every Board meeting.

2023 Board priorities

Focus on value creation, governance and oversight of Ahead Together strategy

Delivery of performance targets

Execution of R&D pipeline and business development Long-term R&D strategy and approach

End-to-end business impact of AI/technology People/Talent/Culture

ESG leadership

Zantac litigation - defence and mitigation Focus on shareholder value creation

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Chair's governance statement continued

The Board supported the modular communication plan for 2023, which included deep insights into vaccines and infectious disease, HIV, respiratory, immunology and oncology. The Board reviewed all of the strategies and priorities prior to communication to the market. The revised outlooks presented with the 2023 annual results were also reviewed extensively in the second half of the year along with the longer-term strategic plan. In terms of business development, the Board and Science Committee work alongside Emma and the management team to understand the scientific rationale, competitiveness of the asset under consideration and potential returns and value creation. This was a significant activity of the Board in 2023.

Board visits are an important element of our Board programme. In March the Board spent three days visiting our Vaccines site in Wavre, Belgium. Board members had a deep immersion in the vaccines business and the work at the site and were inspired by the passion and commitment of the group of around 150 employees they spent time with during the visit. Similarly, the Board will be holding its March meeting in 2024 in North Carolina for an immersive briefing on our HIV business.

R&D progress and Technology

The longer-term future of the company comes from deep sustainable productivity of internal and externally sourced R&D and from our investment in technology. The path we set out on five years ago was routed in our commitment to transform our productivity through the use of technology.

Last year the Board's R&D updates centred on antibody drug conjugates, Oligonucleotides, AMR, Vaccines and RNA and liver disease. These discussions were supported and validated by prior deep-dives by the Science Committee.

Embracing the potential of AI/ML in every part of the business is crucial to our medium and long-term success. We deliberately have a wealth of tech experience on the Board ranging from Dr Hal Barron's R&D experience at Verily and Google, to Vishal Sikka's unique tech vantage point and expertise in AI and ML. Our CEO also brings unique insights from her role at Microsoft, along with my own experience of the use of technology in biotechs and through the UK's national genomics programmes. Collectively the deep appreciation of the tremendous potential that technology can unlock give us the reassurance to execute with confidence. While our biggest investment has of course been in R&D, every part of GSK now has technology built into optimising their priorities.

Culture & responsibility

The Board receives regular briefings on our people, talent and culture. At every Board interaction, wherever we are, the Board meets between 50 to 100 members of local employee talent.

This enables us to get a first hand impression of our culture and the mood of employees and to hear their views of the company.

Similarly, wherever I go in GSK, and this year my travels included the US, China, the Middle East and Europe, I take the opportunity to meet with local employees at all levels in small groups. It is impressive to hear those I meet all talk with pride in our purpose and our mission towards prevention and improved human health.

ESG continues to be right at the very heart of GSK and its ambition. We are particularly proud of the progress that we are making in DEI in terms of our people, and in the diversity of our clinical trials.

Shareholder perspectives and engagement

The Board and I believe in the importance of maintaining a continuous level of engagement with shareholders. During the year I continued to meet with a range of investors; combined they represented approximately 30% of our share register. This year all our Non-Executive Board members attended our Annual Governance Meeting to hear shareholders views first hand. The feedback shareholders provide is invaluable to the shaping of the Board's work. We appreciate the clarity and efficiency that direct engagement brings and we continue to welcome the opportunity to engage with investors directly on all aspects of GSK and the Board's work.

We welcome the approach taken by the Financial Reporting Council in its updated UK Corporate Governance Code to encourage Boards to be bolder in choosing the right approach for their business and explaining why it is important to do so if necessary.

Shareholder value

We have made progress in 2023 but there is, and will always be, more to do. The key to improved returns is consistency of performance, and consistency in communication. During 2023, I believe management delivered on both, but this all has to be translated into sustained shareholder value creation. We are acutely aware that has not happened yet.

In terms of the Zantac litigation, the Board is deeply involved in the overall strategy with the CEO and General Counsel. In addition, every quarter the Audit & Risk Committee reviews the disclosures with our Auditor to ensure that they are complete, fair and that the accounting judgments are appropriate.

I believe 2023 was a year of significant progress across all of the time periods to 2026, 2026 to 2031 and beyond 2031. We have a clear and aligned work programme for 2024. The Board is very different to what it was two years ago. I am really delighted not just with the progress Emma and the management team have made, but the performance of the Board too.

I encourage you to read my Board colleagues' committee updates (which follow on pages 128 to 138) and provide greater detail on their work during 2023.

Thank you for your continued support and I look forward to connecting with you during the year, whether at our Annual General Meeting in May, or otherwise.

Sir Jonathan Symonds

Chair

27 February 2024

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Strategic report | Governance and remuneration | Financial statements | Investor information

GSK Annual Report 2023

Corporate governance architecture

Our corporate governance architecture is a framework designed to improve the Board's effectiveness and to support its oversight of the GSK Leadership Team (GLT) as it delivers the company's strategy. This framework continues to evolve to support our infrastructure and priorities as a pure biopharma business.

GSK's internal control and risk management arrangements are integral to our overall corporate governance framework and are described on pages 57 to 76 and pages 134 and 135.

To ensure the framework's optimal effectiveness, it has:

• a clear division of responsibilities for individual and collective Board roles, as described on page 117
• the appropriate distribution of workload to the Board committee with the requisite focus and skills
• highly committed Board Directors who are motivated to carry out their roles and responsibilities for the success of the company
  Committee roles

			Committee
			report
Committee	Role and focus	Membership	on page

Chairs'	Acts on behalf of the Board between its scheduled meetings to take decisions on urgent
	matters in accordance with matters and authority delegated to it by the Board from time to
	time

Sir Jonathan Symonds	-
(company Chair)
Senior Independent
Director
Chairs of the Board's
committees

Corporate	Considers GSK's Trust priority and has oversight of our responsible business approach and	Dr Anne Beal (Chair)	128-129
Responsibility	ESG strategy, performance and reporting. This reflects the most important issues for	Dr Jesse Goodman
	responsible and sustainable business growth. Has oversight of the views and interests of our	Dr Vishal Sikka
	internal and external stakeholders, and reviews issues that could have a serious impact on
	GSK's business and reputation
Science	Supports the Board in its understanding of business development transactions and the key	Dr Hal Dietz (Chair)	129-130
	strategic themes on which the company's R&D strategy is based, by reviewing underlying	Dr Jesse Goodman
	scientific assumptions in detail and giving the Board technical assurance. Has in-depth	Dr Hal Barron
	oversight of R&D-related risks

Nominations Reviews the structure, size and composition of the Board, the appointment of members to

• Corporate Board committees and the appointment of corporate officers. Makes recommendations to Governance the Board as appropriate. Plans and assesses orderly succession for Executive and Non-
  Executive Directors and reviews management's succession plan to ensure its adequacy

Is responsible for overseeing, monitoring and making recommendations to the Board on corporate governance arrangements. Reviews Board and GLT conflicts of interest

Sir Jonathan Symonds

131-132

(Chair)

Charles Bancroft Dr Anne Beal Urs Rohner

Audit & Risk Reviews the financial reporting process, the integrity of the company's financial statements, the external and internal audit process, the system of internal control, and the identification and management of risks such as Information and cyber security, and the company's process for monitoring compliance with laws, regulations and ethical codes of practice

Oversees ESG data reporting and assurance. Initiates audit tenders, the selection and appointment of the external auditor, setting the auditor's remuneration and overseeing its work

Charles Bancroft

133-138

(Chair) Elizabeth McKee Anderson Wendy Becker Urs Rohner

Remuneration Sets the company's Remuneration policy having regard to GSK's workforce remuneration so that GSK is able to recruit, retain and motivate its executives

Regularly reviews the Remuneration policy to make sure that it is consistent with the company's scale and scope of operations, supports the business strategy and growth plans, is aligned to the wider workforce and helps drive the creation of shareholder value

(The Chair and the CEO are responsible for evaluating and making recommendations to the Board about remuneration arrangements and policy for the Non-Executive Directors)

Urs Rohner (Chair)

139-160

Wendy Becker (Chair

Designate)

Charles Bancroft

Dr Anne Beal

Elizabeth McKee

Anderson

Each Board committee has written terms of reference that are approved by the Board and reviewed at least annually to make sure they comply with the latest legal and regulatory requirements and reflect best practice developments. Terms of reference of each Board committee are available at gsk.com.

116