GlaxoSmithKline plc (the "Company")
Disclosures pursuant to section 430 (2B) of the Companies Act 2006
Sir Andrew Witty & Dr Moncef Slaoui
The following information is provided in accordance with section 430(2B) of the Companies Act 2006, with regard to Sir Andrew Witty and Dr Moncef Slaoui who stood down from the Board on 31 March 2017. As disclosed in the 2016 Annual Report which was published in March 2017:
· No termination payments will be made to Sir Andrew or Dr Slaoui;
· Due to Sir Andrew and Dr Slaoui's termination by mutual agreement, defined benefit pension arrangements and outstanding incentive awards will be treated in accordance with GSK's remuneration policy as approved by shareholders in 2014; and
· Full disclosure of all payments to Sir Andrew and Dr Slaoui following their departure from the Board and the Company will be included in the Company's 2017 Annual Report.
Remuneration element |
Summary of treatment for Sir Andrew Witty and Dr Moncef Slaoui |
2017 Annual bonus |
They will receive on-target bonus payments pro-rated for the proportion of the financial year worked. |
2017 PSP award and DABP matching award |
They will not be granted 2017 Performance Share Plan awards and no Deferred Annual Bonus Plan matching awards will be granted in respect of their 2016 bonuses. |
2016 and 2015 PSP and DABP matching awards |
Will vest at the normal vesting dates, subject to the achievement of performance conditions assessed at the end of the performance periods. |
2016, 2015 and 2014 deferred bonuses |
Awards in respect of deferred bonuses, which relate to performance in prior years, will vest at the normal vesting dates. |
In addition to the above, both Sir Andrew and Dr Slaoui will be required to maintain a shareholding equal to their respective share ownership requirements for at least 12 months after leaving the Company.
From 1 April 2017 until his termination by mutual agreement on 30 June 2017, Dr Slaoui will serve as an advisor to both GSK and the Board. During this period Dr Slaoui will be subject to his existing contractual remuneration arrangements until he leaves the Company.
The above treatment of specific remuneration elements for Dr Slaoui remains subject to confirmation by GSK's Remuneration Committee at the end of June 2017 that the relevant conditions under the Company's termination by mutual agreement policy, as set out in our current remuneration policy, have been satisfied.
Ms Stacey Cartwright
As previously announced Ms Stacey Cartwright, stepped down from the Board as a Non-Executive Director of the Company on 31 December 2016. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Ms Cartwright received payment of fees for service whilst a Director but no other remuneration payment or payment for loss of office has been made in connection with her departure.
V A Whyte
Company Secretary
27 April 2017
With effect from 1 April 2017, the composition of the Board of GSK is as follows:
Sir Philip Hampton |
Non-Executive Chairman |
Ms Emma Walmsley |
Chief Executive Officer |
Mr Simon Dingemans |
Chief Financial Officer |
Dr Patrick Vallance |
President, R&D |
Professor Sir Roy Anderson |
Independent Non-Executive Director |
Mr Vindi Banga |
Senior Independent Non-Executive Director |
Dr Vivienne Cox |
Independent Non-Executive Director |
Ms Lynn Elsenhans |
Independent Non-Executive Director |
Dr Jesse Goodman |
Independent Non-Executive Director |
Ms Judy Lewent |
Independent Non-Executive Director |
Mr Urs Rohner |
Independent Non-Executive Director |
As previously announced, Emma Walmsley succeeded Sir Andrew as Chief Executive Officer on 1 April 2017.
Registered in England & Wales: No. 3888792 |
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Registered Office: 980 Great West Road Brentford, Middlesex TW8 9GS |
