
Review. We are proud to report that we meet
the targets set for gender and ethnic diversity
at the Board and will meet the target for a
senior Board position to be held by a woman
following the AGM in April 2023, when
Victoria Hull will be appointed as Senior
Independent Director. As part of the review
of our Board Diversity Policy, the Board
agreed to report early against the new
diversity disclosures under the Listing Rules,
with further detail included on pages 77 and
127. The Board Diversity Policy is available on
our website at
www.hikma.com
.
We acknowledge that diversity targets should
be set beyond the Boardroom, and have
adopted the voluntary target set by the
FTSE Women Leaders Review, to increase
the gender diversity of the leadership team
(Executive Committee and senior direct
reports) from 29% (at 31 December 2022)
to a minimum of 40% women by the end
of 2025. We are pleased to report that our
Remuneration Committee have integrated
this target into the performance measures
for our proposed Remuneration Policy, further
detail is included on pages 123 and 124.
Board practices
2022 saw the return of regular in person
meetings for the Board and its Committees.
During 2022 we met in person for four of
our eight scheduled meetings, recognising
significant benefits in terms of social
cohesion, innovation, development and also
as a conscious effort for the important
process of onboarding our new directors.
For our other four scheduled meetings and
for all additional/unscheduled meetings,
we met virtually or with a hybrid approach
of in person and virtual and saw significant
benefits in terms of time efficiency,
availability and focus. We intend that the
Board will continue to operate a hybrid
approach to meetings for the foreseeable
future, bringing together the benefits of
each of these approaches.
ESG
Early in 2021, we determined that our Board
of Directors would have overarching oversight
of our ESG strategy and associated reporting.
This builds upon the work of our Board
Committees that have responsibility for
certain elements of our ESG work streams.
Further information on our ESG strategy and
disclosures is available on pages 37 to 57.
Our Remuneration Committee has adopted
performance measures relating to
Greenhouse Gas emissions and water usage
in the proposed Remuneration Policy for
Executive Directors (the proposed
Remuneration Policy), further detail is
included on pages 123 and 124.
Employee engagement
For engagement with the workforce, as
defined under provision 5 of the Code, Nina
Henderson is our designated Independent
Non-Executive Board member. Nina
undertakes an active programme of
engagement each year which helps ensure
that employee perspectives are considered
when undertaking Board and Committee
business and, outside of our Executive
Directors, ensuring that the Board is visible
amongst our colleagues. The engagement
programme is organised by the CEO and Nina
formally reports to the Board on her findings
at each meeting.
This year’s activities included participation in:
–
Attendance at the Injectables leadership
team meeting in March, held in Cherry Hill,
NJ. The visit was organised by Riad
Mishlawi. This provided an opportunity
to meet with a cross functional team,
brainstorm strategic opportunities, and
meet new employees
–
Attendance at the HR leadership team
meetings in June, held in Amman, Jordan.
The visit was organised by Majda Labadi
and provided an opportunity to discuss
performance evaluations, change
management and talent development
–
A site visit to the Columbus, OH
manufacturing facility to meet with
employees in August. This visit was
organised by Brian Hoffman and provided
an opportunity to discuss the Generics
business with employees and, at
management’s request, participate in
Town Halls with employees from sales,
marketing, manufacturing and research
and development
–
Meetings with employee resource groups
focused on gender in Amman (Jordan),
Cherry Hill (NJ) and Columbus (OH) and an
African American group in Cherry Hill (NJ)
The above activities enabled Nina to
communicate with employees on
remuneration matters where appropriate.
Further detail on our employee engagement
activities, is included in our section 172
statement on pages 18 to 23.
Stakeholder engagement
During the course of 2022, the Board
undertook a detailed shareholder
consultation exercise to gain shareholder
feedback and input on the proposed
Remuneration Policy. The shareholder
consultation exercise was led by our
Remuneration Committee Chair, Nina
Henderson, and supported by our Senior
Independent Director, Patrick Butler. Nina
and Patrick met with our largest shareholders,
representing 48% of the voting rights of our
issued share capital, and proxy advisory
agencies. The aim of the shareholder
consultation was to explain the proposed
Remuneration Policy and gain shareholder
perspective and input. The proposed
Remuneration Policy will be put to
shareholders for approval at our AGM in April
2023. Further details on the shareholder
consultation exercise and the proposed
Remuneration Policy are included on pages
23 and 95.
In addition to the shareholder consultation
on the Remuneration Policy, the Board
undertakes significant efforts to understand
and take account of the needs and
perspectives of all of our stakeholders,
including customers, suppliers, employees,
investors and the communities in which we
operate. Further detail including examples
of the outcomes and actions of those
stakeholder engagement activities, is
included in our section 172 statement on
pages 18 to 23. Information on our Supplier
Code of Conduct is included on page 93.
On behalf of the Board, we look forward to
leading the business on delivering our
strategy for the benefit of all stakeholders
in 2023. Fundamental to that delivery is our
focus on continuing to operate effective
corporate governance practices.
Said Darwazah
Executive Chairman and Chief Executive
Officer
75
Hikma Pharmaceuticals PLC
| Annual Report 2022
Governance