Roles and Responsibilities Division of Responsibilities between the Chairman, the Senior Independent Director, the Chief Executive Officer, Non-Executive Directors and the Company Secretary Chairman Reporting Lines Reports to the Board. General Responsibilities Principal responsibility is the effective running of the Board including the effectiveness of individual directors. Developing a constructive working relationship with the Executive Committee and the Chief Executive Officer in particular, offering support and guidance while respecting executive responsibility. Facilitate the effective contribution of Non-Executive Directors and encourage active engagement by all members of the Board. Responsible for leading the Board and ensuring that the Board as a whole plays a full and constructive part in supporting the development of the Company s strategy and overall commercial objectives. Responsible for chairing General Meetings of the Company and meetings of the Board and the Nomination & Governance Committee. Chief Executive Officer Reports to the Chairman (acting on behalf of the Board) and to the Board directly. Responsible for all executive management matters affecting the Group and all members of the Executive Committee report, either directly or indirectly, to the Chief Executive Officer. Responsible for overseeing the running of the Group s business and acting as intermediary between the Board and management. Responsible for proposing and developing the Group s strategy and overall commercial objectives in close consultation with the Chairman and the Board. Responsible for proposing an annual budget and long-range financial plan in close consultation with the Chairman and the Board. Responsible for managing the Group s risk profile, including health and safety performance, in accordance with the risk management framework as determined by the Board. Responsible with the executive team for implementing Company strategy, Board and Committee decisions and policies. Approved by the Board on February 12, 2018 Page 1 of 7
Is guardian of the Board s decision making process. Responsible for demonstrating and promoting the highest standards of probity, integrity and corporate governance throughout the Company and particularly at Board level. Specific Responsibilities Responsible for setting the Board agenda and ensuring directors receive information in an accurate, clear and timely manner, in conjunction with the Secretary. Ensuring the Board agendas take full account of the important issues and significant risks facing the Company, as well as the concerns of all Board members. Focusing the agenda on strategy, performance, value creation, accountability and Board Reserve Powers. Responsible for promoting and conducting the affairs of the Group in accordance with the values of the Group and with the highest standards of integrity, probity and corporate governance. Setting an example to the Group s employees and communicating the Group s expectations in relation to its culture, values and behaviours. Providing input to the Board s agenda. Ensuring the Executive Committee prioritize providing reports to the Board that are accurate, timely and clear. Ensuring a dialogue is maintained with the Chairman on all strategic and important matters facing the Company and proposing agenda items that reflect these. Encouraging Non-Executive Directors to test and constructively challenge the proposals of the Executive Committee. Fostering a culture of openness, mutual respect and debate. Responsible for ensuring sufficient frequency of Board and Committee meetings and that adequate time is available for the discussion of all agenda items. Ensuring compliance with the Board s approved procedures, including the Board Reserve Powers and each Committee s Terms of Reference. Ensuring the Board s Committees are properly structured with appropriate Terms of Reference. Proposing to the Board, in consultation with the Chief Executive Officer, Secretary and Committee Chairs as appropriate: Ensuring, in consultation with the Chairman, compliance with the Board s approved procedures, including Board Reserve Powers and each Committee s Terms of Reference. Providing input to the Chairman and Secretary on appropriate changes to the Board Reserve Powers and Committee Terms of Reference. Changes to the Board Reserve Powers; Approved by the Board on February 12, 2018 Page 2 of 7
Changes to the Terms of Reference for each Committee; and Other Board policies and procedures. Arranging meetings of the Directors, including meetings of the Non-Executive Directors at which the executive directors are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues. Responsible for receiving and circulating to the Board any written statement provided by a Non-Executive Director expressing concerns about the running of the Company. Alongside the Nomination & Governance Committee, oversee the process of Board appointments and Board succession planning except when dealing with the appointment of the successor as Board Chairman. Ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues affecting the Company of which they might not otherwise be aware. Providing information and advice on succession planning, to the Chairman of the Nomination Committee and other members of the Board particularly in respect of the Executive Committee. Responsible for reviewing and developing the management structures / arrangements (including senior management succession planning) to ensure effective and efficient operation of the Company s business. In conjunction with the Chief Human Resources Officer, responsible for identifying and developing management talent to ensure effective and efficient operation of the Group and execution of its strategy. Proposing the membership of the Board Committees and their Chairmen. Ensuring that there is effective communication by the Company with its shareholders, including by the Chief Executive Officer, the Chief Financial Officer and the other members of the Executive Committee. Make recommendations on remuneration policy, executive remuneration and terms of employment of the Executive Committee to the Remuneration Committee. Attending as required the Board Committees and providing reports and information as required to the Committees. Responsible for developing positive relationships with the Company s stakeholders including the communication program with shareholders and ensuring that the business strategies and activities are effectively communicated and promoted Approved by the Board on February 12, 2018 Page 3 of 7
Ensuring the Board as a whole develops an understanding of the views of the major shareholders and other key stakeholders. Responsible for leading a properly constructed induction program for new directors, facilitated by the Secretary. Responsible for ensuring the performance of the Board, its Committees and individual directors are evaluated on an annual basis and, where appropriate, findings acted upon. Regularly reviewing training and development needs of each director with them. Ensuring that all directors (including the Chairman) continue to update their skills, knowledge and familiarity with the Company. within and outside the business. Commenting on the induction program for new directors and ensuring appropriate management time is made available for the process. Ensuring that performance reviews are carried out at least once a year for each of the Executive Committee. Providing input to the wider evaluation process. Ensuring the development needs of the Executive Committee and other senior management reporting to the Chief Executive Officer are identified and met. Approved by the Board on February 12, 2018 Page 4 of 7
The Senior Independent Director It is the responsibility of the Senior Independent Director to: Shareholders be available to shareholders if they have concerns which have not been, or cannot be, resolved through contact with the Chairman, Chief Executive Officer or Chief Financial Officer, or for which such contact is not appropriate; attend sufficient meetings with major shareholders and financial analysts to gain a balanced understanding of their views and any concerns that they may have; Chairman lead the Non-Executive Directors in evaluating annually, and on such other occasions as is deemed appropriate, the performance of the Chairman, and in doing so, taking account of the views of the Executive Directors; chair the Nomination & Governance Committee when it is considering succession to the role of Chairman; take responsibility for an orderly succession process for the Chairman; provide a sounding board for the Chairman; Board to intervene when the Board is undergoing a period of stress, such as a dispute between the Chairman and the Chief Executive Officer; and serve as an intermediary for Directors as necessary. Approved by the Board on February 12, 2018 Page 5 of 7
Non-Executive Directors It is the responsibility of Non-Executive Directors to: Strategy act as a constructive critic when reviewing the strategic objectives and plans devised by the Chief Executive Officer and the executive team; Executive Management Performance monitor the performance of executive management, especially with regards to the progress made towards achieving the determined strategy and objectives; consider succession planning, appointments and, where necessary, removal of Executive Committee members; Remuneration determine appropriate levels of remuneration of Executive Committee members; Communication be familiar with Shire and the issues relevant to the business and, as necessary, to represent Shire externally; be familiar with the views of shareholders and other stakeholders; connect Shire and the Board with networks of potentially useful people and organizations; Risk Audit satisfy themselves of the integrity of financial information and that financial controls and systems of risk management are robust and defensible; ensure that concerns about the running of the Company or a proposed action are recorded in the Board minutes where they cannot be resolved; provide a written statement to the Chairman upon resignation, for circulation to the Board, in the event that they have any unresolved concerns; and ensure that the Company accounts properly to its shareholders by presenting a true and fair reflection of its actions and financial performance and that the necessary internal control systems are implemented and monitored regularly and rigorously. Approved by the Board on February 12, 2018 Page 6 of 7
The Company Secretary It is the responsibility of the Company Secretary, under the direction of the Chairman, to: promote the highest standards of corporate governance, seeking compliance with the UK Corporate Governance Code and other standards of governance applicable to the Company. Where full compliance is not possible, ensure that the reasons for non-compliance are fully understood, agreed by the Board and explained to shareholders; ensure effective recording of Board and committee decisions; ensure that new Directors participate in a full, formal and tailored induction program; set the Board agenda, taking into account the views of all Board members and feedback from the Chairman and Chief Executive Officer; ensure Directors receive information in an accurate, clear and timely manner; ensure that adequate time is available for the discussion of all agenda items; consider appropriate changes to the Board Reserved Powers and Board committee Terms of Reference, recommending such changes for appropriate approval; and ensure compliance with the Board s approved procedures, including the Board Reserve Powers and each Board committee s Terms of Reference. Approved by the Board on February 12, 2018 Page 7 of 7