REG - GlaxoSmithKline PLC - Appointments to Designate Haleon Board

GSKAnnouncement

15/03/2022 10:00

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RNS Number : 8160E  GlaxoSmithKline PLC  15 March 2022

Issued: 15 March 2022, London UK

 

GSK announces appointments to Designate Haleon Board

 

Demerger and listing of Haleon expected in July 2022

 

 

GlaxoSmithKline plc (GSK) (LSE/NYSE: GSK) today announced the appointment of
six directors to the designate Board of Haleon, the new independent company to
be formed following the demerger of the GSK Consumer Healthcare business,
expected in July 2022.

 

Haleon will be a new global-leading company in Consumer Health, and is
strongly positioned to deliver better everyday health, sustainable
above-market growth and attractive returns to shareholders.

 

The new Board appointments follow the appointment of Sir Dave Lewis as Chair
Designate in December 2021 and represent further progress to create a new,
qualified Board for Haleon with the appropriate mix of skills, experience,
diversity, and continuity. The appointments include the transition of two GSK
Non-Executive Directors and three new external appointees. In addition, it is
also confirmed that Tobias Hestler, CFO Designate, Haleon, will join Brian
McNamara, CEO Designate, Haleon, on the Board as an Executive Director.

 

Appointments to Designate Haleon Board:

 * Manvinder Singh (Vindi) Banga will become Senior Independent Non-Executive
Director. Vindi is currently Senior Independent Non-Executive Director of
GSK.

 * Tracy Clarke will become an independent Non-Executive Director and Chair of
the Remuneration Committee.

 * Dame Vivienne Cox will become an independent Non-Executive Director. Vivienne
is currently an independent Non-Executive Director at GSK.

 * Deirdre Mahlan will become an independent Non-Executive Director and Chair of
the Audit & Risk Committee.

 * John Young has been nominated as a Non-Executive Director by Pfizer as one of
its two appointees under our joint venture arrangements. John is currently a
director of the GSK/Pfizer Consumer Healthcare Joint Venture company.

 * Tobias Hestler, CFO Designate, Haleon, will become an Executive Director.

 

Sir Dave Lewis, Chair Designate, Haleon, said: "We are delighted to be
welcoming Vindi, Tracy, Vivienne, Deirdre and John as Non-Executive Directors
to the future Board of Haleon. Together they bring considerable Board
experience to support Haleon as a publicly listed company. They will also add
in-depth understanding of the global consumer sector, with particular
experience operating in the US, China, India and Europe. This is a significant
step forward in creating the Haleon Board. We will look to add three more
directors in due course. Two will be non-executives with relevant innovation
and Asia experience and the third will be an additional non-executive
nominated by Pfizer. It is an exciting time for everyone at Haleon and I look
forward to working with new board colleagues to support Brian and his team to
unleash the potential of this unique business."

 

As previously stated, and building on recent non-executive
appointments, further appointments to the GSK Board are also expected prior
to the demerger. These appointments will reflect the appropriate skills and
experience required for GSK's new status as a focused biopharmaceutical
company.

 

The separation of GSK Consumer Healthcare, to form Haleon, is subject to
approval from shareholders and will be by way of a demerger of at least 80% of
GSK's 68% holding in the Consumer Healthcare business to GSK shareholders (the
Consumer Healthcare business is a Joint Venture between GSK and Pfizer, with
GSK holding a majority controlling interest if 68% and Pfizer holding 32%).
Haleon shares are expected to attain a premium listing on the London Stock
Exchange with ADRs listed in the US.

 

Notes to Editors:

 

Appointment and selection process

An extensive search and selection process has been conducted for Non-Executive
appointments, including use of an external search firm, which is a signatory
of the Voluntary Code of Conduct for Executive Search Firms. The external
search firm provided a diverse list of candidates who were approached,
evaluated and interviewed, against an agreed set of criteria, to identify the
most suitable candidates for appointment.

 

Vindi, Tracy, Vivienne and Deidre are expected to be determined to be
independent Non-Executive Directors of Haleon.  Each Non-Executive Director
will have a Letter of Appointment and details of their fees will be provided
in the Prospectus published before demerger.

 

Appointment timings

Vindi and Vivienne will remain on the GSK Board until demerger. Tobias is
expected to be appointed a director of Haleon prior to the demerger.  All the
other appointments announced today will become effective from the demerger.

 

Deirdre and Tracy will join GSK Consumer Healthcare as consultants from March
2022 to help prepare Haleon for the demerger.

 

Biographical details

 

Manvinder Singh (Vindi) Banga

Vindi is currently Senior Independent Director at GSK. He has been Chairman of
UK Government Investments Limited (UKGI) since September 2021.

 

Vindi has many years of commercial experience and a track record of delivering
outstanding performance in highly competitive global consumer-focused
businesses. Vindi spent 33 years at Unilever plc, where his last role was
President of the Global Foods, Home and Personal Care businesses, and a member
of the Unilever Executive Board. Vindi sat on the Prime Minister of India's
Council of Trade & Industry from 2004 to 2014 and was on the Board of
Governors of the Indian Institute of Management (IIM), Ahmedabad.

 

His prior non-executive roles include Non-Executive Director of the
Confederation of British Industry (CBI) and Thomson Reuters Corp, Chairman of
the Supervisory Board of Mauser Group, Chairman of Kalle GmbH, Senior
Independent Director of Marks & Spencer Group plc and Chair, Exec
Committee, Diversey Inc.

 

Vindi's external appointments include: Partner, Clayton Dubilier & Rice;
Non-Executive Director, The Economist Newspaper Limited; Member, Holdingham
International Advisory Board; Board Member, International Chamber of Commerce
UK; Member, Governing Board of the Indian School of Business, Hyderabad;
Member, Global Leadership Council of Saïd Business School, Oxford; Member,
Indo UK CEO Forum, and Chair of the Board of Trustees, Marie Curie.

 

Tracy Clarke

Tracy is currently Non-Executive Director and Chair of Remuneration at TP ICAP
plc, Starling Bank and the All England Netball Association. She is also Chair
of a start up called SchoolOnline and Advisor and Non Executive Director at
Acin Ltd.

 

Tracy brings considerable international banking, financial services,
commercial and leadership experience, having held a range of senior executive
positions over 30 years at Standard Chartered Bank, where her last role was
Private Bank CEO and Regional CEO, Europe & Americas. During her time at
Standard Chartered she served as a director of Standard Chartered Bank UK, a
Non-Executive director of Standard Chartered First Bank in Korea, director of
Zodia Holdings Limited and Zodia Custody Ltd. She also chaired the Supervisory
Board of Standard Chartered Bank AG and Standard Chartered Yatirim Bankasi
Turk A.S.

 

Tracy is an experienced remuneration committee chair and non-executive
director. Her prior non-executive roles include Chair of the Remuneration
Committees of Sky plc and Eaga plc and Non-Executive Director and Remuneration
Committee member of Inmarsat plc. She has also served on the boards of the
China Britain Business Council and TheCityUK.

 

Dame Vivienne Cox

Vivienne is currently an independent Non-Executive Director, and Workforce
Engagement Director at GSK.

 

Vivienne has wide experience of business gained in the energy, natural
resources and publishing sectors. She also has a deep understanding of
regulatory organisations and government. Vivienne worked for BP plc for 28
years, in Britain and Continental Europe, in posts including Executive Vice
President and Chief Executive of BP's gas, power and renewable business and
its alternative energy unit. Vivienne was previously a Non-Executive Director
of BG Group plc and Rio Tinto plc, the Senior Independent Director of Pearson
plc, Chairman of the Supervisory Board of Vallourec and the Lead Independent
Director at the UK Government's Department for International Development.

 

Vivienne's external appointments include: Chair, Victrex plc; Non-Executive
Director, Stena AB; Advisory Board Member, African Leadership Institute; Vice
President, Energy Institute; Advisory Board Member, Montrose Associates;
Investment Advisor, QantX Ventures; Chair, Rosalind Franklin Institute; Vice
Chair, Saïd Business School, Oxford and member of its Global Leadership
Council, and Patron, Hospice of St Francis.

 

Tobias Hestler

Tobias was appointed CFO Designate of Haleon in December 2021, having been CFO
of the division since 2017. Prior to joining GSK, Tobias was the Chief
Financial Officer at Sandoz - Novartis' Generics Division. In 2010, he was
named Chief Financial Officer for the former Novartis Consumer Health
Division, a position that evolved into Tobias' role as CFO for the Novartis
OTC division. Earlier in his career he held both local and global finance
leadership roles at Novartis in the US, Germany and Switzerland, including as
Global Head of Finance for the Animal Health business, Global Controller for
Sandoz and CFO for Hexal.

 

Deirdre Mahlan

Deirdre is Chair of the Audit Committee at Experian plc, Non-Executive
Director at Kimberly-Clark Corporation and Chair of the Audit Committee of The
Duckhorn Portfolio, Inc.

 

Deirdre has deep finance and consumer product experience and is a qualified
accountant. She held a number of senior finance and general management roles
over her 27 year career at Diageo, including President of Diageo North
America, Chief Financial Officer, Deputy Chief Financial Officer, Head of
Tax and Treasury at Diageo plc, Senior Vice President, Chief Financial
Officer at Diageo North America, and Vice President of Finance at Diageo
Guinness USA. She has also held various senior finance roles in Joseph
Seagram and Sons, Inc. and PwC.

 

 John Young

John has had an extensive career at Pfizer over 34 years. He is currently the
Group President and Special Adviser to the CEO of Pfizer following his
previous role as Chief Business Officer where he played an important role in
cultivating the collaborations that led to the successful development and
delivery of the Pfizer-BioNTech COVID-19 vaccine. John has led many
large-scale transformations, including the closing of the joint venture with
GSK to create a premier global consumer healthcare business in 2019. John has
extensive healthcare, commercial and international experience.

 

About GSK

GSK is a science-led global healthcare company. For further information please
visit www.gsk.com/about-us (https://www.gsk.com/en-gb/about-us/) .

 

 

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Cautionary statement regarding forward-looking statements

GSK cautions investors that any forward-looking statements or projections made
by GSK, including those made in this announcement, are subject to risks and
uncertainties that may cause actual results to differ materially from those
projected. Such factors include, but are not limited to, those described in
the Company's Annual Report on Form 20-F for 2021, and any impacts of the
COVID-19 pandemic.

 

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