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© Hikma Pharmaceuticals PLC
Annual Report 2023
Better health.
Within reach.
Every day.
Hikma puts better health within reach, every day.
By creating high-quality products and making them
accessible to those who need them, we are helping to
shape a healthier world that enriches all our communities.
Who we are
Performance highlights
Strategic report
What we do
...............................................................................................................
2
Executive Chairman’s statement
.......................................................................
4
Chief Executive Officer’s statement
................................................................
6
Our strategy
...........................................................................................................
10
Our business model
............................................................................................
12
Investment case
...................................................................................................
14
Our progress
..........................................................................................................
16
Our markets
...........................................................................................................
18
Stakeholder engagement
.................................................................................
20
Business and financial review
Group overview
....................................................................................................
26
Injectables
.............................................................................................................
28
Branded
.................................................................................................................
30
Generics
.................................................................................................................
32
Group performance
............................................................................................
34
Sustainability
Acting responsibly at Hikma
............................................................................
40
Aligning with the TCFD recommendations
..................................................
56
Risk management
Risk management
................................................................................................
68
Going concern and longer-term viability
.....................................................
75
Non-financial and sustainability information statement
........................
78
Corporate governance
Executive Chairman’s overview
......................................................................
82
Corporate governance at a glance
.................................................................
84
Board of Directors
...............................................................................................
86
Executive Committee
........................................................................................
88
UK Corporate Governance Code
...................................................................
89
Committee reports
.............................................................................................
94
Annual report on remuneration
......................................................................
114
Other statutory disclosures
............................................................................
133
Financial statements
Independent auditors’ report
........................................................................
140
Consolidated financial statements
..............................................................
146
Notes to the consolidated financial statements
.......................................
151
Company financial statements
......................................................................
194
Notes to the Company financial statements
............................................
196
Shareholder information
Shareholder information
.................................................................................
201
Contents
1.
Core results are presented to show the underlying performance of the Group, excluding
the exceptional items and other adjustments set out in Note 6 of the Group consolidated
financial statements. A reconciliation from core to reported operating profit is included
within the consolidated income statement in the financial statements
2.
Core basic earnings per share is reconciled to basic earnings per share in Note 14 of the
Group consolidated financial statements
3.
We have committed to reducing Scope 1 and Scope 2 greenhouse gas emissions
(market-based) by 25% by 2030, using a 2020 baseline year. Emissions data for this
report uses actual data from January to October 2023 and an upliſting exercise to
estimate quantities for October to December 2023. See page 50 for further details on
our target and our environmental reporting methodology
4.
Emissions for 2022 have been restated by +2% as we continue to improve our monitoring
and analysis of environmental metrics
Revenue
$2,875m
+14%
2022: $2,517m
Value of our donated medicines
$4.9m
2022: $4.3m
Core profit to shareholders
$492m
+21%
2022: $406m
Operating profit
$367m
+30%
2022: $282m
Reduction in our Scope 1 and 2
GHG emissions since 2020
3
15%
2022: 17%
4
Basic earnings per share
86c
+2%
2022: 84c
Core
1
operating profit
$707m
+19%
2022: $596m
Core basic earnings per share
2
223c
+23%
2022: 181c
Profit to shareholders
$190m
+1%
2022: $188m
Dividend per share
72c
+29%
2022: 56c
Non-financial highlights
Financial highlights
For more information visit
www.hikma.com
1
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
What we do
Our markets
North America
Our large manufacturing facilities in the
United States (US) supply generic and
specialty products across a broad range
of therapeutic areas, including respiratory,
oncology and pain management. We also
have two R&D facilities to support
sustainable growth.
MENA
We sell branded generics and in-licensed
patented products across the Middle East
and North Africa (MENA). We have
manufacturing facilities in six MENA
countries, including US FDA-inspected
plants in Jordan and Saudi Arabia. Around
2,000 sales representatives and support
staff market our brands to healthcare
professionals across 17 markets.
Europe and rest of the world
Our injectable manufacturing facilities in
Portugal, Italy and Germany have a range
of capabilities, including dedicated capacity
for oncology and cephalosporins. These
facilities supply injectable products to
North America, MENA and a growing
number of markets in Europe.
We bring patients across North America,
MENA and Europe a broad range of generic,
specialty and branded pharmaceutical products.
c.2,150
Employees
61%
Group core revenue
c.5,700
Employees
32%
Group core revenue
c.1,250
Employees
8%
Group core revenue
Global reach
US
Germany
Italy
Tunisia
Jordan
Egypt
Algeria
Morocco
Portugal
UK
KSA
4
3
1
2
4
3
1
1
1
1
2
3
5
3
1
2
1
Manufacturing plants
R&D hubs
Corporate HQ
2
Hikma Pharmaceuticals PLC | Annual Report 2023
Our business segments
Injectables
We supply hospitals across our markets
with generic injectable products, supported
by our manufacturing facilities in the US,
Europe and MENA.
Branded
We supply branded generics and
in-licensed patented products from our
local manufacturing facilities to retail and
hospital customers across the MENA region.
Generics
We supply oral and other non-injectable
generic and specialty products to
the US retail market, leveraging our
state-of-the-art manufacturing facility
in Columbus, Ohio.
9,100
Employees
29
Manufacturing plants
8
R&D centres
760+
Products
Segmental revenue
$2,875m
Branded
$714m
2022: $691m
Generics
$937m
2022: $672m
Other
$21m
2022: $14m
1
Injectables
$1,203m
1
2022: $1,140m
1
Read more on page 32
Read more on page 30
Read more on page 28
1.
During 2023, the Group has revised its injectables operating segment. Previously, the 503B compounding business was reported under the Injectables segment and is now included
within the Others segment. 503B compounding business’ 2022 revenue of $1 million and operating loss of $9 million have therefore been reclassified to the Others segment.
3
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Evolving our leadership
I was delighted that the Board appointed
my long-standing colleague, Riad Mishlawi,
as Hikma’s new Chief Executive Officer in
September 2023. Having worked closely
with Riad for three decades, I have seen the
impact of his leadership and strong focus on
execution and delivery. Riad knows Hikma
extremely well, having led our US
manufacturing operations in the 1990s,
and then in Europe during the early 2000s.
High-quality manufacturing is instrumental
to success and Riad has been an entrusted
steward of this. Riad was President of
Injectables for the past 11 years where he
has overseen significant expansion in the US,
Europe and MENA, delivering compound
annual growth for Injectables of 12% since
2011. Riad has already brought a fresh
perspective to Hikma’s strategy and I have
no doubt that he will apply his extensive
expertise to drive growth across the
Hikma Group.
Following a year as Chief Executive Officer, I
will continue to serve as Executive Chairman,
working closely with Riad and the Executive
Committee. On behalf of the Board, I would
like to congratulate Riad and I know he will
continue to bring success to Hikma, our
stakeholders and our employees over
the coming years.
Executive Chairman’s statement
Hikma was founded over 45 years ago with the
mission to make high-quality medicines accessible
to those who need them. This has been our focus
every day since, and now, with new leadership and
a refreshed, ambitious strategic focus, we are well
placed for our next chapter of growth.
We have had a year of excellent financial
and strategic progress and I am excited
for the opportunities ahead.”
Said Darwazah
Executive Chairman
4
Hikma Pharmaceuticals PLC | Annual Report 2023
Committed to our purpose
Hikma was founded to reliably supply its
customers with the vital, and oſten life-saving
medications they need. We have never
strayed from this purpose and I am proud
that our 9,100 people at Hikma are guided
by it every day. This purpose also informs our
strategy and drives our growth, which further
enables us to put better health within reach,
every day. We are doing that across the US
and Europe, regularly stepping up to address
drug shortages and enabling hospitals to
provide essential medicines to their patients.
In MENA, where we have recently become the
second largest pharmaceutical company by
sales
1
, we provide essential medicines,
including to lower and middle-income
countries where patients might not otherwise
have access to them. As we grow, driven by
our purpose, we are having an ever-increasing
positive impact on society.
There is increasing uncertainty in the world,
with conflicts, economic and political factors
influencing the geopolitical environment.
Irrespective of this, there is always a vital
need for medicines and we will continue
to focus on making them more accessible.
Where we can act in a more humanitarian
capacity, we will, and you can find more
information on our medicine donations in
the sustainability section of this report on
page 45.
Generating returns
The Group delivered an excellent set
of results in 2023, ahead of our original
expectations, with Group core operating
profit increasing by 19% and core basic
earnings per share up 23%.
This is also reflected in the recent returns
generated for our shareholders. As of 31
December 2023, our shares were up 18%
over the previous twelve months, and had
delivered a total shareholder return of 76%
over the past ten years. This compares with
the FTSE 100 of 68% and the FTSE 350
Pharmaceuticals index of 147%. We returned
to the FTSE 100 during 2023, and we are
committed to remaining an important
constituent of the London market.
Mindful of all our stakeholders
We are focused on delivering for all our
stakeholders, including shareholders,
customers and our talented employees
around the world and this is embedded in
our Acting Responsibly framework. Our
people are essential to our success, and at
Hikma we believe cultivating and nurturing a
culture of progress and belonging is central
to delivering on our strategy. This culture is
driven by our three core values. We’re
innovative – embracing new perspectives
to find a better way and inspire each other.
We’re caring – taking time to build
relationships that are grounded in
understanding, fairness and respect.
And we’re collaborative, never losing sight
of the shared goal that unites us and drives
us forward. It has been my privilege to meet
with many employees across the business
this year, and I have been impressed not only
by their deep expertise but, even more so,
by their commitment to our purpose.
We also continue to build and strengthen
relationships with healthcare professionals,
regulators and governments, as well as our
suppliers and the patients and communities
we serve. You can find descriptions of how
we approach these stakeholder relationships
in the stakeholder section of this report, on
pages 20 to 25.
Environmental sustainability continues to be
front of mind for us and I am pleased with
the progress we are making against our
environmental targets.
Corporate governance
and our strong Board
I am pleased to lead a strong, diverse and
impactful Board of Directors. The Board
worked hard this year to successfully
complete the search process for our new
CEO. This thorough exercise unanimously
concluded Riad was the person best suited
for the job and has put Hikma on a strong
platform for continued growth.
As announced at the 2023 AGM, our former
Senior Independent Director Patrick Butler
will step down from Hikma’s Board on
29 Feburary 2024. On behalf of the Board I
would like to thank Pat for his leadership and
thoughtful counsel during his time at Hikma.
You can find out more about the Board’s
activities, make-up and the work of the
Committees in the corporate governance
section of this report from page 82.
Looking ahead
We are well placed for the future. We have a
strategy which focuses on our strengths while
also ensuring we are identifying and taking
opportunities to diversify and differentiate,
leveraging new technologies and driving
efficiencies. We have the leadership team in
place to ensure Hikma’s success will continue
and, most importantly, that our customers
and their patients have access to the
medicines they need.
Said Darwazah
Executive Chairman
1.
Based on internal analysis by Hikma using IQVIA MIDAS®
Monthly value sales data for Kuwait, KSA, UAE, Jordan,
Lebanon, Egypt, Tunisia, Algeria and Morocco, MAT
Dec 2023, reflecting estimates of real-world activity.
Copyright IQVIA. All rights reserved.
5
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Having been announced as Hikma’s new
Chief Executive Officer in April 2023, a role
that I officially started in September, I have
spent much of my time travelling to our sites,
meeting with our people, and working with
the wider leadership team on our growth
plans. The potential I see for the whole
Group in the years ahead is even greater
than I first thought. While there will be no
material changes to our proven strategy,
I will be focusing on further strengthening
our execution and leveraging our talent,
resources and new technologies to capture
new opportunities and on driving increased
efficiencies across the Group.
I have held several leadership roles during
my time at Hikma, most recently leading our
largest division, the Injectables business.
Becoming CEO is a huge honour for me
personally, and also a great opportunity
to play a key role in continuing Hikma’s
growth trajectory.
2023 – a year of good growth and
progression in all our businesses
2023 was a great year for Hikma, with all
three businesses contributing to the Group’s
growth. Revenue grew 14% and core Group
operating profit was up an impressive 19%.
Injectables revenue grew 6% and core
operating profit 2%. We are the third largest
generic injectable company by volume in the
US
2
and have a portfolio of over 150 products.
Our operating margins are industry leading
and our strategy to focus on our portfolio and
pipeline makeup, high-quality manufacturing
capabilities, and the needs of our customers,
will continue to underpin our growth in the
years ahead. We continued to launch new
products across our markets, and were able
to supply into shortage situations in the US
and key European markets, leveraging the
breadth of our portfolio. Some supply
constraints in the third quarter were resolved
when new high speed lines in New Jersey
and Portugal became fully operational,
strengthening our ability to capture growth
opportunities going forward. We recently
appointed Dr Bill Larkins to run our
Injectables business. I have known Bill for
CEO Statement
I am honoured to have been appointed CEO of
Hikma. I have worked at this wonderful company
for over 30 years and I am hugely passionate about
what we do. I am excited to work with my colleagues
across the globe to take Hikma forward on its next
phase of growth.
With our outstanding manufacturing
capabilities, skilled people and extensive
portfolio and pipeline, I am excited for
the future.”
Riad Mishlawi
Chief Executive Officer
6
Hikma Pharmaceuticals PLC | Annual Report 2023
Our purpose-led
strategy
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many years and he is an outstanding operator
in the injectables space. I am excited about
the impact he will have on this important part
of our business.
Branded, our MENA-based business, is very
well positioned to capture future growth at
good margins. Our 2023 performance
demonstrates this, with revenue growth of
3%, core operating profit up 16% and core
operating margin of 23.8%. These impressive
results were achieved despite the difficult
decision to halt our operations in Sudan in
April due to the ongoing conflict. We also
faced some currency headwinds due to the
devaluation of the Egyptian Pound. Excluding
this, on a constant currency basis, Branded
revenue growth was 6%. The strong margin
reflects the improvement in product mix as
we launch and grow products used to treat
chronic illnesses. We have many
opportunities for growth in MENA and I am
confident that Branded will be a key
contributor to Hikma’s future success.
Generics had an exceptional year, with
revenue up 39% and core operating profit
up 86%. Our performance, particularly at the
profit level, was driven by sodium oxybate,
which we launched at the start of the year
and benefitted from six months of exclusivity.
We were also pleased to see a broader
recovery across the wider portfolio aſter a
challenging 2022. We continue to invest in
our specialty portfolio and in 2023 saw good
momentum for Kloxxado®, our 8mg naloxone
nasal spray. I have spent time with the team
at our manufacturing facility in Columbus,
Ohio and I am excited by the potential to
leverage this site for additional contract
manufacturing opportunities, while also
gradually expanding our portfolio over time.
During the year, we completed an acquisition
as part of the Akorn bankruptcy process in
July for $98 million, including manufacturing
equipment and portfolio and pipeline
products that will support our US businesses.
On 1 February 2024, the Group reached
an agreement in principle to resolve the
opioid related cases brought against Hikma
Pharmaceuticals USA Inc. by US states, their
subdivisions, and tribal nations. These cases
represent the vast majority of cases brought
against Hikma related to the manufacture
and sale of prescription opioid medications.
The agreed upon settlement is not an
admission of wrongdoing or legal liability. The
Group booked a total provision of $129 million
to cover the expected settlement amount for
all related cases in North America.
Evolving our existing strategy
I have had significant input into developing
and implementing Hikma’s strategy for many
years. Our strong track record confirms my
belief that we are on the right path. Following
my appointment as CEO, I have worked with
the leadership team to evolve this strategy to
ensure we are making the most of available
opportunities and maximising our ability
to profitably grow and operate as efficiently
as possible. In addition, to accurately track
progress against our strategy, we have
evolved our KPIs and aligned them to
management’s incentive plans. Our strategic
focus is centred around three core pillars:
Strive for excellence
We already have a broad product portfolio,
strong commercial capabilities, high-quality
manufacturing facilities and an extensive
network of global partners. We want to
leverage these strengths to make sure we are
capturing all the opportunities available to us,
while ensuring we are operating as efficiently
as possible. In the year ahead we will continue
to expand our manufacturing capabilities,
optimise operational efficiencies and invest
in new technologies. We will also leverage our
capacity for contract manufacturing. We will
maximise the potential of our products
by deploying a more targeted commercial
approach with customers to ensure we
make full use of our world class portfolio.
Diversify and differentiate
Expanding our portfolio across our
businesses and global markets continues to
be a fundamental priority. Although generic
medicine prices erode as competition
increases, our pipeline of new products
enables us to mitigate this while also
benefitting our customers. We are expanding
our R&D capabilities and investing in new
projects to ensure that our pipeline reflects
the future needs of our customers. This is
complemented by strategic partnerships and
acquisitions that bring complex products we
are not able to develop in-house, and enable
us to partner with others to bring novel
products to market. We also see potential to
expand selectively into adjacent markets
and businesses, for example via our sterile
compounding business in the US, or portfolio
expansion in Canada and new countries
in Europe.
People and responsibility
From my many years’ experience at Hikma,
I know the skill, experience, commitment and
determination of our people. They are the
cornerstone of our company and without
them, our products wouldn’t be developed
and launched, our plants wouldn’t run and
our customers wouldn’t receive the vital
medicines they need. As such, the growth
2.
IQVIA MAT December 2023, generic injectable
volumes by eaches, excluding branded generics
and Becton Dickinson
Injectables
42% ($1,203m)
Branded
25% ($714m)
Generics
33% ($937m)
Others
1% ($21m)
Total
$2,875m
Injectables
55%
Branded
21%
Generics
24%
1.
Core operating profit is $707 million. Before
unallocated corporate costs of $90 million and
operating loss from Other business of $9 million,
core operating profit contribution from business
segments is $806 million
Revenue – 2023
Core operating profit – 2023
1
Find out more about our Strategy
on page 10
Find out more about our KPI’s
on page 16
7
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Leadership
council
Employees across all business
divisions
Executive
team
CEO Statement
continued
and development of Hikma employees is fundamental to our strategy
and success. Our culture is one of progress and belonging and I want
to ensure we cultivate this to help empower our people to find the
best way of bringing success to Hikma and fulfilling the needs of our
customers. From recruiting and retaining the best talent, to providing
the best training we can, and fostering a workplace where everyone
feels included and can perform at their best, our people will remain
a central strength of Hikma.
Our broader Acting Responsibly framework will now be embedded
within our corporate strategy. While we have always been guided by
responsibility, this should go hand-in-hand with how we go to market.
Access to medicine, for example, is a material sustainability topic, and
is reflected in our purpose. Managing our use of energy and water is
important for minimising our impact on the environment, but can also
ensure we are operating as efficiently as possible. Finally, our focus on
trust and quality is central to being a reliable supplier and minimising
the risks around us.
Long-term growth that will benefit our patients
I am truly excited about this wonderful company and the numerous
opportunities that lie ahead. We have a strong team, an impressive
history and an important purpose. I look forward to working with our
teams to leverage what we have achieved so far, and to continue
serving the needs of health care providers and the millions of
patients who rely on our medicines for better health every day.
I would like to thank the Board, and in particular the Chairman and
Vice Chairman, Said and Mazen Darwazah, for entrusting me to
lead Hikma forward.
Riad Mishlawi
Chief Executive Officer
Establishing a leadership council
In September 2023, we established a Leadership Council (LC),
comprising 13 senior Hikma employees, to support our Executive
Committee (EC). The main objective of the LC is to significantly
improve communications among leaders at every level of our
organisation. The LC will serve as a platform for the free flow of
ideas, experience and knowledge, to continuously improve the
way we work and enhance our ability to seize new opportunities.
The LC members are now attending EC meetings on a scheduled
rotational basis and as required.
We are committed
to making medicines
more accessible.”
8
Hikma Pharmaceuticals PLC | Annual Report 2023
Our senior leaders
are integral to Hikma’s
ongoing success.”
Member
Responsibiity
1
Basel Awad
Senior VP, Corporate Quality Compliance
2
Michael Balog
Senior VP Operations, Generics Business
3
Patricia Bousfield
Chief Information Officer
4
Tareq Darwazeh
Senior VP, Branded Business
5
Natheer Masarweh
Senior VP, Injectables Operations
6
Samuel Park
General Counsel
7
Hana Darwazeh
VP, Corporate Social Responsibility
8
Kristy Ronco
Chief Commercial Officer US Generics Business
9
Joel Rosenstack
Chief Commercial Officer US Injectables Business
10
François Rousselot
VP, Supply Chain Systems and Procurement
11
Amjad Wahbeh
VP, Corporate Engineering
12
Tamer Jardaneh
VP, Operations, Branded Business
13
Faisal Darwazeh
VP, Business Development & Alliances
12
13
11
10
9
8
7
6
5
4
3
2
1
Our leadership council
9
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Our strategy
Together we are building a leading generics and specialty
pharmaceutical company where everyone can thrive.
We aim to deliver consistent
and profitable growth by putting
better health within reach every day,
creating high-quality medicines
and making them accessible for
patients around the world
Our purpose-led strategy
Find out more about
our key performance
indicators on page 16
Find out more about
our risks on page 68
Diversify and
differentiate
People and
responsibility
Strive for
excellence
Our strategic pillars
10
Hikma Pharmaceuticals PLC | Annual Report 2023
Our approach
KPIs
Develop
Expand
Empower
Act
Enhance
Leverage
a more differentiated pipeline
into adjacent businesses and geographies
our people and cultivate a unified culture
responsibly across our local markets and
communities
operational efficiencies and embrace new
technologies, maintaining our high-quality levels
our broad portfolio and strong commercial
capabilities
Percentage of revenue from
new business over 3 years
Employee enablement
and engagement
Reduction in Scope 1
and 2 emissions
Core revenue
Core operating profit
Return on invested capital
11
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Our business model
Our diversified business model allows us to
respond to the many opportunities and threats
we face, while delivering for our stakeholders.
Injectables
Generics
Branded
Better health within reach every day
Our resources
Our business segments
Financial
Investment in R&D, manufacturing
facilities, partnerships and M&A
collectively enable us to expand
our product portfolio, technical
capabilities and operations.
People
We have a highly skilled, diverse
and effective workforce. Through
continuous investment in the
development of our people and
by hiring new talent, we secure
our future.
Relationships
Strong relationships with
regulators, customers and health
authorities across all our markets,
and successful collaborations
with industry partners, enable
us to deliver on our purpose.
Values
Our culture of progress
and belonging is backed
by our values – innovative,
collaborative and caring.
Capabilities
We have extensive commercial,
R&D, manufacturing and distribution
capabilities across our markets,
focused on quality and efficiency.
12
Hikma Pharmaceuticals PLC | Annual Report 2023
The value we create
What we do
Offer a broad product portfolio
We offer a broad and differentiated
portfolio of more than 760 products.
It includes high-quality generic and
branded generic medicines, and
a growing number of in-licensed,
specialty and compounded products.
Sustainable business
We act responsibly,
advancing health and
wellbeing, empowering
our people, protecting the
environment and building
trust through quality in
everything we do.
Shareholder returns
We have a long history
of creating value for
our shareholders.
Employee enablement
By focusing on the
development of our people,
we provide long and rewarding
careers for our talented and
diverse workforce.
Patient benefits
We provide patients across
our markets with high-quality
and affordable medicines.
Develop and innovate
We are developing a more differentiated
pipeline to meet the evolving needs of
patients and healthcare professionals
through investments in R&D, partnerships
and strategic acquisitions.
760+
Products
76%
Total shareholder
return over last
ten years
10
Manufacturing
capabilities in 10
countries, ensuring
reliability and security
of supply
69%
Employee
enablement score
Find out more about our key
performance indicators on page 16
Manufacture and maintain quality
Our extensive and high-quality
manufacturing capabilities are at the heart
of what we do. We have 29 plants across the
Group that supply our global markets with a
broad range of injectable and non-injectable
products, including 13 US FDA-inspected
plants and 12 EMA-inspected plants.
Market across geographies
We distribute our products through
experienced sales and marketing teams.
In the MENA region, around 2,000
representatives and support staff market
our brands to doctors and pharmacists,
while our sales teams in North America
and Europe sell to wholesalers, pharmacy
chains, governments and hospital
purchasing organisations.
13
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Investment case
Solid platform for growth
Increasingly diverse portfolio
and pipeline
Leading supplier of both generic injectable and non-
injectable products in the US, the largest pharmaceutical
market globally
Leading market position in MENA (2nd largest pharmaceutical
company by sales) and a growing presence in Europe
Trusted partner known for our commitment to quality
and reliability of supply
A broad portfolio of high-quality products
Agile supply chain, flexible manufacturing and leading
technical capabilities
Growing presence in specialty and complex products,
which offer less competition and more potential for
further margin growth
Focus on higher-value therapeutic areas such as
cardiovascular, central nervous system (CNS) and oncology
Annual investment in R&D to ensure we are consistently
launching new products across our markets
Strong track record of value-creating partnerships, strategic
acquisitions and geographic expansion, to enhance pipeline
and access to new markets
Revenue by segment
Injectables
1
$1,203m (2022: $1,140m)
Branded
$714m (2022: $691m)
Generics
$937m (2022: 672m)
Other
$21m (2022: $14m)
8
R&D centres
5%
R&D spend as % of revenue
(2022: 6%)
Revenue by region
North America
2
61% (2022: 57%)
MENA
32% (2022: 34%)
Europe & ROW
8% (2022: 9%)
250+
Projects in our pipeline
20+
Products added through
business development
157
Launches in 2023
across our markets
1.
During 2023, the Group has revised its Injectables operating segment. Previously, the
503B compounding business was reported under the Injectables segment and is now
included within the Others segment. 503B compounding business’ 2022 revenue of
$1 million and operating loss of $9 million have therefore been reclassified to the
Others segment
2.
Canada is now included in North America (previously in Europe and rest of the world).
Canada’s 2022 sales of $18 million have therefore been reclassified to North America
3.
Core EBTIDA is earnings before interest, tax, depreciation, amortisation, impairment
charges and unwinding of acquisition related inventory step-up, adjusted for exceptional
items and other adjustments. Core EBITDA is a non-IFRS measure, see page 36 for
a reconciliation to reported IFRS results
4.
Total shareholder return (TSR) is the performance of Hikma shares including
dividends paid
A strong business model with significant opportunities
to further enhance our portfolio, to drive growth
and deliver value for shareholders.
14
Hikma Pharmaceuticals PLC | Annual Report 2023
Excellent financial discipline
with a strong balance sheet
and robust cash generation
Proven track record of delivering
value for shareholders and a clear
vision for growth
Good cash flow generation, with $608 million operating cash
flow in 2023
Disciplined approach to cash management and acquisitions
Strong balance sheet that provides financial flexibility to
support future growth, and low leverage of 1.2x net debt/
core EBITDA
3
Group core revenue compound annual growth rate (CAGR)
of 7% and core EBITDA
3
CAGR of 8% since 2018
– TSR
4
of 76% over the last ten years
Progressively increasing dividend
$608m
Operating cash flow
(2022: $530m)
7%
Group core revenue growth – five-year CAGR
21%
Operating cash flow / revenue
(2022: 21%)
76%
TSR over the last ten years
15
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Our progress
We are delivering on our strategy and measuring
our performance with key performance indicators (KPIs).
Strategic
priority
Strive for excellence
KPI
Core
1
revenue
($m)
Core
1
operating profit
($m)
Return on invested capital
2
(%)
$2,875m
$707m
17.7%
2,553
2,341
2,203
2,517
2,875
2019
2020
2021
2022
2023
508
566
632
596
707
2019
2020
2021
2022
2023
17.1
14.9
17.7
17.0
16.2
2019
2020
2021
2022
2023
Description
Total annual core revenue generated
across all businesses
Core operating profit
Core operating profit aſter tax
divided by invested capital
(calculated as total equity
plus net debt
3
)
Why is it a KPI?
This measures our ability to
maximise value from our current
product portfolio across our global
markets and generate revenue from
new launches
This measures our ability to grow
revenue and maintain quality
while delivering efficiencies
and ensuring cost control
This measures our efficiency in
allocating capital to businesses
and projects
2023
performance
Group core revenue increased
reflecting good performance
from all three business segments,
supported by recent launches
The increase in core operating profit
was driven by growth in profit of our
three businesses, particularly in
Branded and Generics
The increase in return on invested
capital is primarily the result of the
increase in core operating profit
Link to
remuneration
R
R
1.
Core results are presented to show the underlying performance of the Group, excluding the exceptional items and other adjustments set out in Note 6 in the Notes to the consolidated
financial statements. A reconciliation from core to reported operating profit is included within the consolidated income statement in the financial statements
2.
See reconciliation on page 36
3.
Group net debt is calculated as Group total debt less Group total cash. Group total debt excludes co-development agreements and contingent liabilities
16
Hikma Pharmaceuticals PLC | Annual Report 2023
Diversify and
differentiate
People and sustainability
New business
(%)
Employee engagement
(%)
Scope 1 and 2 (market-based)
emissions reduction
(%)
16%
Targeting core revenue of 16% from
new business over three years
73%
(2020: 73%)
15%
Change in Scope 1 and 2
since base year 2020
Employee enablement
(%)
69%
(2020: 64%)
2020
2023
Total emissions
(tCO
2
e)
144,899
123,638
% change
from 2020
15%
We have committed to reducing Scope 1 and
Scope 2 GHG emissions (market-based) by
25% by 2030, using a 2020 baseline year.
Percentage of core revenue contribution
from new business added from 1 July 2022
and measured over the period 1 January
2023 to 31 December 2025. New business
includes products launched, new contracts
and new geographies
Global employee engagement
and enablement scores
Change in Scope 1 and 2 (market-based)
greenhouse gas emissions using a 2020
baseline
This will measure our ability to extract
value from our global product pipeline and
new business opportunities
Engagement measures people’s pride in
working for Hikma, their willingness to
recommend Hikma as an employer and their
desire to stay long term. Enablement
measures whether people find their work
fulfilling and rewarding and whether they
feel supported to achieve their full potential
We strive to minimise our environmental
impacts and are committed to making
our operations more energy efficient
This metric is measured on a cumulative
basis and will be reported on in our full year
2025 results. In 2023 we launched 157
products, signed new contract
manufacturing agreements and continued
to make progress in new markets
We completed Hikma’s ‘People Voice
Survey’ in January 2024. Compared to
our 2020 survey, employee engagement
remained consistent, reflecting pride and
recognition of Hikma as a great place to
work. Employee enablement improved by
five percentage points as we continue to
enhance our workplace environment, focus
on job-skill alignment and offer fulfilling work
opportunities
In 2023 we continued to invest in increasing
energy efficiency, cleaner technologies and
renewable energy generation, which enabled
us to minimise our emissions impact while
expanding our manufacturing footprint and
significantly increasing production. For more
details, refer to Protecting the environment
section on page 50
R
R
17
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Our markets
A growing pharmaceutical sector
The global pharmaceutical market continues to grow and
is expected to reach $1.9 trillion in 2027, growing at between
3% and 6% per annum
1
. Long-term demographic trends,
changing lifestyles and the impact of climate change
are continuing to drive increased demand for
healthcare globally.
Scientific advances and improved access to
healthcare, with more preventative treatments,
are contributing to a rise in life expectancy and
an expanding ageing population
6
. According to the
United Nations’ projections, the world’s population
is expected to increase by 2 billion people by 2050
7
,
with the number of people aged 60 or over
expected to double to reach 2.1 billion
8
.
In addition, changes in lifestyles and climate
change are contributing to a rise in chronic
diseases, particularly cancer, respiratory and
cardiovascular diseases
9,10
. Climate change in the
form of extreme weather conditions, rising sea
levels and declining biodiversity is also having a
significant impact on health globally and quality of
life. As a result, demand for long-term care is rising.
As a pharmaceutical company with a purpose to
put better health within reach, every day, we are
committed to improving patients’ access to
high-quality affordable healthcare. Our strategy
aligns with market trends, such as in MENA, where
there is an increase in prevalence of lifestyle
diseases. Over the last few years, we have been
rapidly developing our product portfolio for MENA
in the fast-growing chronic disease areas. Today,
chronic medications make up 60% of our Branded
portfolio.
Refer to the access to medicines section on page 44
for more information on our efforts to make
medicines more affordable and accessible across
our geographies, and to the Task Force for
Climate-related Financial Disclosures section
on page 56.
1.
IQVIA, Outlook for medicine use and spending through 2027: impact on the pharmacy
sector
2.
DCAT Value Chain Insights available at https://bit.ly/3HxBIsq
3. KPMG, Generics 2030
4.
AAM, The U.S. Generic & Biosimilar Medicines Savings Report, September 2023
5.
Medicines for Europe available at https://bit.ly/3UeNijS
6.
United Nations available at https://bit.ly/47MXxPd
7.
United Nations, available at https://bit.ly/3u5dkeu
8.
WHO, available at https://bit.ly/3D7gGz1
9.
United Nations available at https://bit.ly/428tsIR
10. WHO, available at https://bit.ly/3w2hDb6
11. International Monetary Fund available at https://bit.ly/3HwiN17
12. FDA; includes both final and tentative approvals (calendar years); 2023 estimate based
on May run-rate
13. Evaluate, World Preview 2023: Pharma’s Age of Uncertainty
Where we operate
Our commitment to our vision of shaping
a healthier world is as important as ever
to the millions of people we serve. We
operate across three geographies –
North America, Middle East and
North Africa (MENA) and Europe.
The US is our largest market. The US
pharmaceutical market is growing at a
slower pace compared with historic trends
due to rising competition and pricing
pressure
2
. However, it remains the largest
generics market in the world
3
, with generics
and biosimilars representing 90% of
prescriptions filled and accounting for
only 17.5% of prescription drug spending
4
,
demonstrating the cost-savings of these
vital medicines. Generic uptake is being
driven by patent expiries and governments’
focus on affordable healthcare.
MENA is our second largest region.
Growth continues to be underpinned
by demographic trends, including a
fast growing and ageing population, and
increasing prevalence of chronic diseases.
To keep pace, governments and
businesses across the MENA region are
increasing investments in healthcare.
We have a long track record of achieving
good growth in our MENA markets.
In Europe, where we are gradually growing
our presence and entering new markets,
generic medicines uptake is increasing,
particularly as governments look to
maintain more sustainable healthcare
budgets. Generic medicines have helped
to increase patients’ access. Today, 67%
of dispensed medicines in the region are
generic, accounting for less than 30% of
pharmaceutical spending
5
.
Understanding global healthcare
in an evolving world.
Impact of
changing
demographics
and climate
change
Strategic response
9.7 billion
estimated global population in 2050,
two billion higher than today
7
18
Hikma Pharmaceuticals PLC | Annual Report 2023
According to the IMF, global economic recovery
remains slow – growth is forecast to slow down from
3.5% in 2022 to 3.0% in 2023 and 2.9% in 2024
11
.
Rising healthcare costs due to increased demand
for high-quality medicines, tightening financial
conditions and geopolitical tension around the
world is contributing to this slowdown. As a result,
the need for more cost-effective healthcare is
driving an increase in generic penetration.
The need for more cost-effective healthcare is
driving legislative and regulatory changes that are
impacting the pharmaceutical market. In the US,
Congress approved the Inflation Reduction Act
(IRA) in August 2022. It aims to curb inflation by
implementing various cost-containment measures,
one of which is lowering the cost of prescription
drugs. It does so by limiting above-inflation annual
drug price rises and allows for price negotiations,
constrained by mandatory minimum discounts,
around the costliest Medicare drugs. IRA only
targets products without generic competition
13
.
The full impact from IRA remains uncertain.
In addition, the Drug Supply Chain Security Act in
the US, a federal law enacted in 2013 to enhance
the security and traceability of pharmaceutical
products, is expected to be fully implemented in
November 2024. As a result, manufacturers need
to be ready to ship fully aggregated products.
In MENA, many countries are promoting local
production through incentives and import
restrictions. Some governments are also shiſting
towards unifying procurement to reduce cost and
improve patient access.
The generic pharmaceutical market is becoming
increasingly competitive. In the US, particularly in
the non-injectable market, there has been a higher
number of competitors and an acceleration in the
FDA’s generic drug approval process over the last
decade. This has resulted in more persistent price
erosion and a higher rate of commoditisation across
individual molecules. For example, in 2013, the FDA
approved 518 Abbreviated New Drug Applications
(ANDAs), 106 (20%) of which were first-time generic
approvals. In 2023, the FDA is on track to approve
c.1,000 ANDAs, with only ~60 (6%) first-time
generic approvals
12
.
We are also seeing increased competition in the
MENA region, particularly from Indian and Russian
players, which is putting some pressures on pricing.
At the same time, big pharma and multinational
companies are deprioritising the region, opting
to partner with strong local players instead. As a
result, patients in MENA do not always have
access to the latest treatments available.
In a cost-conscious environment, we are well
positioned to meet patients’ needs as one of
the largest suppliers of high-quality, affordable
medicines across our markets. Generic medicines
play an important role in increasing patients’ access
worldwide to more affordable treatments. We are
committed to our purpose of bringing better health
within reach, every day, and in 2023 we launched
157 products across our markets.
We have deep-rooted expertise in all the markets
where we operate, enabling us to keep pace with
the evolving pharmaceutical regulations. In the US,
where we have a broad portfolio and pipeline, we do
not expect a significant impact from IRA. We will
continue to work to understand IRA implications,
if any. In addition, our sites are well-positioned
to ship fully aggregated products, ahead of the
Drug Supply Chain Security Act deadline.
In MENA, we are an established player with global
expertise and a local presence. We have an
extensive local manufacturing footprint and
are investing in expanding our capacity.
Our focus on operational and commercial
excellence, as well as launching a steady stream
of new products across our markets, enables us
to be resilient in a competitive environment.
To ensure continued growth, we are increasingly
focusing our development activities on complex
generic products that require advanced
manufacturing technologies.
In MENA, our broad geographic presence, deep
knowledge of local market gaps and long-standing
reputation in the region makes us uniquely positioned
to capture market opportunities. We see it is as our
duty and responsibility to bring new treatments,
access and innovative drugs into the region. We
also engage with partners early on, proactively
seeking out innovative drugs and therapies to
ensure our patients across MENA have fair access.
Increasing
economic and
geopolitical
uncertainty
The impact of
a competitive
environment
on pricing
and access
An evolving
regulatory
environment
Strategic response
Strategic response
Strategic response
157
products launched in 2023
across our markets
5%
of revenue spent on R&D in 2023
to ensure we remain competitive
45 years
of expertise across our markets
Find out more about our approach to
identify, analyse
and evaluate strategic and emerging risks
on page 68
19
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Stakeholder engagement
Our vision is of a healthier world that enriches
all of our communities. For more than 45 years,
we have been dedicated to transforming
people’s lives by providing the medicine
and support that they need every day.
Our purpose of putting better health within reach, every
day, guides everything we do now and into the future.
To ensure we continue delivering on our purpose and
drive long-term sustainable growth of our business,
it is important we build strong engagement with all of
our stakeholders. Our teams continue to work hard to
stay connected to all of our stakeholders, including the
patients who use our medicines, healthcare professionals,
our customers, our employees and the wider community.
Continuous engagement with all our stakeholders allows
us to better understand their needs and informs our
day-to-day commercial and operational decisions, our
long-term investments in our business and our people,
as well as our sustainability framework.
Stakeholders and the Board
The Directors consider their duties to stakeholders at each
Board meeting, and in their capacity as members of the Group’s
respective Board committees, and are particularly aware of their
duty to promote the success of the Group for the benefit of all its
stakeholders. Over the next few pages, we set out how we engage
with our key stakeholders and build consideration of stakeholder
issues into our decision making, in accordance with section 172 of
the Companies Act 2006. Through case studies, we have outlined
how groups of stakeholders were taken into consideration in
Board decisions.
Patients and healthcare
professionals
Employees
refer to Acting responsibly page 40
Customers
Communities
refer to Acting responsibly page 40
Government and regulators
Suppliers
Investors
refer to Investment case page 14
20
Hikma Pharmaceuticals PLC | Annual Report 2023
Why is it important to engage with this group and what do they
expect from us?
Patients and HCPs need us to:
consistently provide a broad portfolio of products
improve access to high-quality, affordable medicines
It is essential that we align our commercial activities, operations and
R&D efforts to the changing needs of patients and HCPs.
How we engage across the Group
Our commercial teams meet regularly with doctors and hospital
clinicians to better understand their needs and keep them informed
about our products
In MENA, we run regular forums bringing together key opinion leaders,
doctors and global research institutes to share knowledge and raise
awareness of healthcare trends and disease management
We meet with patient advocacy groups for diseases such as
multiple sclerosis, cardiovascular disease and diabetes
How we engage at Board level
The Compliance, Responsibility and Ethics Committee is responsible
for direct oversight of the Group’s approach to ethical issues associated
with HCPs
Our management teams present to the Board at least once per year,
providing updates on how we are addressing the needs of patients
and healthcare providers across our markets
Outcomes and actions
Hosted our fiſth annual MENA Cancer Network in collaboration with
MD Anderson Cancer Center, where experts presented updates on
clinical practice and cutting-edge cancer research
Signed agreements with companies including Celltrion, Junshi
Biosciences, Rakuten Medical and SK Biopharmaceuticals in order to
be able to expand patients’ access in MENA to new medicines and
technologies previously unavailable
Through our Hikma Community Health
TM
initiative, we partnered with
state governments, non-profits and harm reduction organisations
across the US to expand access to the opioid overdose reversal
medicine naloxone
Hosted our second annual Biotech Forum in Istanbul, designed to
tackle the latest advancements in gastroenterology, dermatology,
rheumatology and oncology
Patients and healthcare
professionals
Our purpose is to put better health within reach, every day for
healthcare professionals (HCPs) and their patients. We engage
with doctors, clinicians and pharmacists to better understand
their needs, helping them treat the patients they serve.
Increasing access
to life saving medicine
Stakeholders considered
We are proud of the important role we play in manufacturing and
providing affordable, high-quality medicines to treat a growing
number of illnesses and conditions. Our customers, healthcare
professionals (HCPs) and patients look to us to meet their
evolving needs and ensure reliable access to medicines.
We supply a range of opioid-based pain medicines, including
those used in hospitals and surgical procedures. Unfortunately
in the US there is an increasing prevalence of misuse of opioid
based products. The CDC reported that approximately 80,000
Americans died from an opioid-involved drug overdose in 2022
1
.
Recently, an incident in Alaska made it clear that our outreach
efforts and our products are saving lives.
In April 2023, a group of five high school students used a
substance off campus, returned to school, and all experienced
fentanyl overdoses. Thanks to the quick action of the school’s
nurse – who had six doses of Kloxxado® (naloxone HCl) Nasal
Spray 8 mg on hand – all five students were successfully revived.
Following the incident, the Anchorage School District made
emergency overdose kits containing Kloxxado®, which is
manufactured and tested by teams in our Columbus, Ohio
facility, available in every school and held trainings for principals
on how to properly administer Kloxxado®. The emergency kits are
available thanks to a partnership between Hikma and the State of
Alaska, making Kloxxado® the opioid-overdose reversal medicine
available state-wide.
Long-term implications
By continuously adding products, strengthening our pipeline and
building relationships with our customers, we are able to better
serve the growing needs of hospitals, healthcare professionals
and patients. Through our Hikma Community Health
TM
initiative,
we have partnered with state governments, non-profits and harm
reduction organisations across the US to expand access to the
opioid overdose reversal medicine Kloxxado®.
1.
Centers for Disease Control and Prevention available at: https://bit.ly/3u4aruA
21
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Stakeholder engagement
continued
Building a strong culture
Board employee engagement
The Board recognises that having a strong and unified culture
that supports our purpose and enables our strategy is critical
to achieving long-term success. It is key for our employees to
feel empowered and enabled to do their best work. As a result,
members of our Board seek to engage with our colleagues, both
directly and indirectly, throughout the year. By continuously
listening to the views of our employees, we can protect what
works and improve on what doesn’t.
In 2023, members of our Board had a comprehensive agenda
of employee engagement. This included:
a visit to our corporate headquarters in Jordan and tour of
our manufacturing facilities, where Non-Executive Directors
spent time with employees, including members of our women’s
network, and developed their understanding of our MENA
business and markets
a tour of our facilities, including injectables plants in the
US and Portugal, our non-injectables plant in the US and
our compounding plant in the US, where they met with local
management teams and learned more about our
manufacturing processes and safety procedures
a meeting with Injectables and Generics management teams
to learn about our growth initiatives for each business and
challenge the team where necessary
Outcomes and long-term implications
Members of the Board had the chance to proactively engage with
our employees across the business. The Board recognises the
importance of investing in the development of our employees. As
a result, a key priority the Board has outlined for 2024 is to review
our succession plans for senior management roles, ensuring that
we are empowering our employees by providing them with the
right tools to progress in their careers. In addition, the safety and
wellbeing of our employees is one of our top priorities. The Board
supported Riad in the creation of an Executive Committee
level role with responsibility for quality and health and safety,
underlining our commitment to maintaining the
highest standards.
Why is it important to engage with this group and what do they
expect from us?
Our employees need us to:
support them and provide development and growth opportunities
protect their health and safety
foster a diverse and inclusive culture
The passion and commitment of our people to our values is key to
delivering our purpose and supports our growth plans. One of our key
strategic priorities is to build a culture that inspires and enables our
people, one in which they are empowered to drive innovation and are
committed to caring for customers, patients and communities around
the world.
How we engage across the Group
We are committed to empowering our people by offering ongoing
training and diverse learning experiences that are accessible and
engaging. Our goal is to support career growth and lifelong learning
for all employees
Our Group-wide principles for ensuring employee health and safety
are outlined in our Group Environmental, Health and Safety Policy
Statement. We also have local policies and procedures in place
We conduct employee surveys and use this feedback to improve
our performance and culture
We have an active internal communications programme to keep
employees engaged and informed on Group strategy, progress,
culture, values and sustainability
How we engage at Board level
Nina Henderson has Board-level responsibility for employee
engagement. She reports on employee issues as required during
Board or Committee business
The Board receives regular reports on communications activities with
employees, including employee surveys and events or feedback that
are reported by the Chief Executive Officer
Outcomes and actions
Following the Board’s annual review of the Group’s strategic plan, the
CEO, in his new role, hosted an all-employee call to communicate
the strategy, with a live Q&A session
The safety and wellbeing of our employees is a top priority. In response
to the conflict in Sudan, local management established regular two-way
communication with the team to ensure that, given the hugely
challenging environment, we were supporting their needs, including
financially to the degree possible
The Board approved a minimum guaranteed wage increase for
lower paid employees, recognising that the rising cost of living has
a disproportionate impact on them
Through our Women’s Network, we hosted multiple events aimed at
supporting women in their professional and personal development
Employees
Our employees have always been at the heart of everything we
do. As the driving force behind Hikma’s growth and success,
our people are our most valuable asset.
22
Hikma Pharmaceuticals PLC | Annual Report 2023
Why is it important to engage with this group and what do they
expect from us?
Customers need us to:
offer a broad product portfolio
have a consistent and reliable supply of medicines
maintain service levels
Our commercial teams work closely with our different customers to
understand their needs, reduce drug shortages and ensure we invest in
the products, manufacturing capacity and capabilities needed to meet
their requirements.
How we engage across the Group
We have commercial, sales and marketing teams dedicated to
our varied customer groups in North America, MENA, and Europe
Our customer discussions inform our pipeline decisions, in an effort
to bring them the products most in need
How we engage at Board level
Commercial leads present to the Board at least once a year providing
updates on our customer relationships and how we are meeting
customer needs
As part of its strategic review process, the Board reviews
information on the generic pharmaceutical customer landscape
The Board periodically receives industry updates from leading
external professional groups
Outcomes and actions
Continued to build our portfolio to address specific growing healthcare
needs and therapeutic areas. In 2023 we had 157 new launches across
our markets
Launched the first authorised generic of sodium oxybate in the US
Expanded our addiction therapy portfolio with the launch of
Naloxone Hydrochloride Injection USP, in prefilled syringe form
Continued to work closely with our customers to understand their
needs and improve service levels
In response to the need for more high-quality US manufacturing
capacity, we signed new agreements for contract manufacturing
opportunities, leveraging our capabilities in our Columbus, Ohio facility
Why is it important to engage with this group and what do they
expect from us?
Our communities value our efforts to:
improve healthcare quality and access to medicines
strengthen educational infrastructures
support local communities and people in need
minimise our impact on the environment
Since its inception, Hikma has been dedicated to transforming
people’s lives by providing the medicines they need and supporting the
communities where we live and work. Making positive contributions to the
communities where we operate, and providing assistance to those in need,
supports long-term, sustainable growth, while positively impacting society.
We also strive to minimise our environmental impacts and are committed
to making our operations more energy efficient.
How we engage across the Group
We have developed collaborative partnerships and programmes to
promote positive change and address the needs of our communities.
These initiatives include increasing access to medicine, supporting
education and assisting refugees and low-income groups
We work internally on a regular basis to progress our understanding
of climate-related risks and opportunities and are working to achieve
our greenhouse gas emissions reduction target
How we engage at Board level
The Board oversees our sustainability strategy and monitors our
progress against our ESG-related targets
Our Vice Chairman sits on our Access to Medicine Committee, which is
co-chaired by our Executive Vice President of Corporate Development
and M&A
Our Executive Vice President of Strategic Planning and Global Affairs,
who reports directly into our CEO, leads our sustainability team. More
information on our sustainability efforts can be found on pages 40 to 65
and on our corporate governance and our management of ESG issues
on page 42
Outcomes and actions
Increased medicine donations from $4.3 million in 2022 to $4.9 million
in 2023 (value based on cost of goods)
The Executive Chairman attended an event hosted by the Access to
Medicine Foundation and World Economic Forum to discuss the role
of generics companies in increasing access to medicines in low-
and middle-income countries. See page 89
Achieved a 15% reduction in Scope 1 and 2 GHG emissions since 2020
Customers
Our customers are our business partners and we are
committed to providing them with a consistent and reliable
supply of high-quality medicines. We work closely with Group
Purchasing Organisations (GPOs), hospitals, retailers,
wholesalers and others to build strong relationships
and enhance service levels.
Communities and environment
Our vision is to create a healthier world that enriches all our
communities by developing high-quality medicines and making
them accessible to those who need them. We are a responsible
and sustainable company and have a duty of care towards our
communities and the environment.
23
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Why is it important to engage with this group and what do they
expect from us?
Our regulators expect us to:
adhere to regulatory requirements
maintain high-quality manufacturing facilities
provide safe and effective medicines
Quality is in everything we do and has been since our inception.
We need to ensure that our quality systems operate in full compliance
with the requirements of international agencies as well as domestic
regulatory bodies.
How we engage across the Group
We have strong internal pharmacovigilance, regulatory and quality
teams who ensure our quality systems operate in full compliance
with the regulatory requirements of the FDA, the EMA, MENA health
authorities and other regulatory agencies across our markets
We work closely with local governments and regulatory bodies to ensure
current and proposed regulations and policies support patients’ needs
and our operations
How we engage at Board level
The Board receives regular reports on relations with regulators,
particularly from a manufacturing quality and product approval
perspective, and receives an update on legal matters at each meeting
The Board oversees the Group’s risk programme and receives reports on
relevant issues, which include specific principal risks covering product
quality and safety and legal, regulatory and intellectual property
Outcomes and actions
Engaged in shaping US generic pharmaceutical policies and legislation
as a member of the Association of Accessible Medicines (AAM)
trade association
The Board received a presentation from AAM members regarding
the impact of US regulations on the generics industry
Engaged with the New Jersey and Ohio delegations and the
Congressional Domestic Pharmaceutical Manufacturing Caucus
group to showcase Hikma’s strengths as a US generic manufacturer
Hosted a virtual FDA training session in April with 26 trainees and two
trainers at our Columbus Ohio facility to train them on non-sterile
pharmaceutical operations, and another hybrid session in November
with 21 trainees and seven trainers
Regularly meet with governing bodies and industry regulators in MENA
to understand the unmet healthcare needs in key markets and ensure
our product portfolio addresses them
Why is it important to engage with this group and what do we expect
from them?
We want our suppliers to:
uphold high ethical standards
operate in a responsible and sustainable manner
work collaboratively to build strong relationships
Our suppliers are critical to our business, and their products and expertise
support us in the delivery of high-quality medicines to patients around the
world. Working together and building strong relationships not only enables
us to deliver on our purpose but it also ensures we have a sustainable and
resilient supply chain.
Operating responsibly and ethically is vital to our long-term success, and
we work with our suppliers to ensure the social and ethical standards we
require are upheld.
How we engage across the Group
We conduct quality audits prior to on-boarding any new API supplier
and on a regular basis for our current supplier base
We reinforce our local sourcing and procurement presence in our key
supplier markets to secure preferred access to capacity, innovation
and pricing
We share our Supplier Code of Conduct through our supplier onboarding
process, which sets out the standards we expect from all our suppliers,
including fundamental principals on human rights, modern slavery and
our sustainability expectations
We conduct initial and ongoing due diligence to assess third-party risks
and run sustainability assessments through EcoVadis and regularly work
with our suppliers to improve their sustainability maturity levels
We engage with our suppliers to understand their commitments and
efforts to reduce greenhouse gas (GHG) emissions as well as the future
impact on our emissions
How we engage at Board level
The Board receives updates on supplier issues as part of its review of
operational matters
The Board oversees the Group’s risk programme and receives reports
on relevant issues, which include a specific principal risk for API and
third-party risk management and ethics and compliance
The Compliance, Responsibility and Ethics Committee is responsible
for direct oversight of the Group’s approach to ethical issues associated
with suppliers
Outcomes and actions
Through our partnership with EcoVadis, we have assessed suppliers
who make up around 49% of our procurement spend
Actively engaged with key suppliers who generate (from the purchased
goods and services) around 45% of our Scope 3 footprint
Automated the Supplier Code of Conduct acknowledgement as part
of the onboarding process, ensuring our expectations are shared and
understood prior to collaboration
Government and regulators
Our industry is highly-regulated and we must operate
in accordance with a wide range of industry and government
policies and regulations, including those of the US Food and
Drug Administration (FDA), the European Medicines Agency
(EMA), MENA health authorities and other regulatory agencies
across our markets.
Suppliers
We have an extensive global network of suppliers who provide
us with the goods and services needed for us to deliver our
medicines. We actively engage with our suppliers to ensure
the social, ethical and environmental standards we require
are upheld.
Stakeholder engagement
continued
24
Hikma Pharmaceuticals PLC | Annual Report 2023
Why is it important to engage with this group and what do they
expect from us?
Our investors want us to:
deliver sustainable long-term value
effectively communicate our long-term strategy, financial
and operational performance and growth drivers
meet industry and global standards for good Environmental,
Social and Governance (ESG) practices
We ensure our investors have an in-depth understanding of our
operations, financial performance, growth drivers and ESG efforts.
The Board receives regular updates and feedback on these activities.
This helps ensure that the views of our investors are considered in the
Board’s decision-making.
How we engage across the Group
We maintain regular contact with our shareholders through a
comprehensive investor relations (IR) programme of conferences,
roadshows, meetings and site visits
We maintain regular dialogue with our debt holders and rating agencies
We communicate our strategy and financial performance through
regular financial reporting and investor events, such as the Annual
General Meeting (AGM)
A targeted external communications programme ensures we are
informing key audiences on our strategic progress and impact on
our communities
How we engage at Board level
The Board receives regular updates on the IR programme,
including investor feedback from the AGM, IR meetings and
investor perception studies
The Executive Directors are informed of investor engagement
activities on a regular basis
The Non-Executive Directors make themselves available to meet with
investors as required in the conduct of their responsibilities (eg as Chair
of a committee) and are available to shareholders at the AGM to answer
related questions
Outcomes and actions
We maintained regular contact with our analysts and investors
to give business updates. We met with 133 investors in 2023
Organised investor roadshows in new markets across Europe
We hosted a site visit for investors at our Injectables manufacturing
facility in Portugal
The Executive Chairman and CEO met with several of our shareholders
to ensure a smooth transition in leadership
Provided EC and Board members with third-party perception studies
to engage investor sentiment
Investors
We maintain regular contact with investors to ensure they
have a strong understanding of our business. Our investors
are largely global institutions and include both equity and
debt holders.
At Hikma, we are committed to acting in
the best interest of all our stakeholders.”
25
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Business and financial review
Reported results (statutory)
2023
$ million
2022
$ million
Change
Constant
currency
1
change
Revenue
2,875
2,517
14%
15%
Operating profit
367
282
30%
34%
Profit attributable
to shareholders
190
188
1%
7%
Cashflow from
operating activities
608
530
15%
Basic earnings per share
(cents)
86
84
2%
8%
Total dividend per share
(cents)
72
56
29%
Core results
2
(underlying)
2023
$ million
2022
$ million
Change
Constant
currency
1
change
Core revenue
2,875
2,517
14%
15%
Core operating profit
707
596
19%
20%
Core EBITDA
3
811
695
17%
17%
Core profit attributable
to shareholders
492
406
21%
23%
Core basic earnings per share
(cents)
223
181
23%
25%
I am delighted with the performance
of the Group in 2023, with all our
teams working hard to deliver
excellent growth.”
Khalid Nabilsi
Chief Financial
Officer
A strong 2023 performance, with growth in all
three businesses, and a positive 2024 outlook.
26
Hikma Pharmaceuticals PLC | Annual Report 2023
Double digit revenue and profit growth
Group revenue up 14% reflecting growth across all three businesses
Core operating profit up 19% at a margin of 24.6%, driven by
improving profitability in our Branded and Generics businesses.
Reported operating profit up 30%, reflecting higher 2022
impairment charges, but aſter including the 2023 impact of a
$129 million provision to cover the expected settlement amount
for all opioid related cases in North America
Group core EBITDA up 17% to $811 million at a margin of 28.2%
Core profit attributable to shareholders up 21% and reported profit
attributable to shareholders up 1%
Cashflow from operating activities up 15% to $608 million primarily
reflecting growth in operating profit
$149 million invested in R&D (2022: $144 million), growing our
pipeline of complex and specialty products
Strong balance sheet with low leverage at 1.2x net debt to core
EBITDA (31 December 2022: 1.5x)
Full-year dividend of 72 cents per share, up from 56 cents per share
in 2022. The Board intends to progressively increase Hikma’s
dividend, with a payout ratio in the range of 30% to 40% reflecting
confidence in the long-term growth prospects for the Group
Growth in all three businesses
Injectables
4
:
revenue up 6% reflecting growth in all three
geographies. Injectables core operating profit increased by 2%
with a core operating margin of 36.9% (2022: 38.3%). Revenue
and operating losses in our 503B compounding business are
now reported in our Others segment
4
Branded:
revenue up 3% (up 6% in constant currency) reflecting
a good performance across the majority of our markets, offsetting
the impact of halting our operations in Sudan. Core operating profit
growth of 16% and a core operating margin of 23.8% (2022: 21.1%)
Generics:
revenue up 39% and core operating profit up 86% with
a core operating margin of 20.5% (2022: 15.3%), reflecting good
recovery in the base business and strong contribution from the
authorised generic of sodium oxybate
Strategic updates
Riad Mishlawi appointed CEO in September 2023, with
Dr Bill Larkins appointed President of Injectables
Added differentiated products to our MENA portfolio and
enhanced our pipeline through a series of exclusive licensing
agreements
Expanded our Injectables capacity, adding new lines and
technology
Strengthened our contract manufacturing pipeline in Generics
with several new contract wins
Completed the acquisition of part of the Akorn business through
a bankruptcy process for $98 million, including manufacturing
equipment and portfolio and pipeline products that will support
our US businesses
Halted operations in Sudan, which represented less than 3% of
Group revenue in 2022, as a result of the ongoing conflict in the
country. This resulted in $83 million of impairment and costs
2024 Group outlook
Group revenue growth in the range of 4% to 6%
Group core operating profit in the range of $660 million to
$700 million
Group
Group revenue was up 14% reflecting growth in all three business.
Group gross margin declined slightly primarily driven by shiſting
product and geographic mix in the Injectables business.
Group operating expenses were $1,023 million (2022: $956 million).
Excluding adjustments related to the amortisation of intangible
assets (other than soſtware) of $88 million (2022: $92 million)
and exceptional items and other adjustments of $235 million
(2022: $195 million), Group core operating expenses were
$700 million (2022: $669 million).
Selling, general and administrative (SG&A) expenses were $767 million
(2022: $615 million). This includes a provision of $129 million related
to an agreement in principle and provisions to resolve outstanding
opioid-related cases in North America, which is considered an
exceptional item. Core SG&A expenses were $544 million (2022:
$509 million), up 7%, primarily reflecting investment in sales and
marketing in the US and MENA.
Research and development (R&D) expenses were $149 million
(2022: $144 million), representing 5% of Group core revenue
(2022: 6%), as we continue to invest in adding more complex and
differentiated products to our pipeline and expanding our portfolios
across our markets.
Other net operating expenses were $75 million (2022: $192 million)
primarily reflecting the impairment charge related to halting our
operations in Sudan. Core other net operating expenses were
$4 million (2022: $11 million), primarily comprising foreign
exchange-related costs.
The increase in core operating profit by 19% and core operating
margin to 24.6% were driven by the strong performance of both
Generics and Branded. Reported operating profit grew 30%,
reflecting lower reported operating profit in 2022 resulting from
higher 2022 impairment charges, but aſter including the 2023 impact
of a $129 million provision to cover the expected settlement amount
for all opioid related cases in North America.
1.
Constant currency numbers in 2023 represent reported 2023 numbers translated
using 2022 exchange rates, excluding price increases in the business resulting from
the devaluation of the Egyptian and Sudanese pound and excluding the impact from
hyperinflation accounting.
2.
Core results throughout the document are presented to show the underlying
performance of the Group, excluding the exceptional items and other adjustments set
out in Note 6 of this report. Core results are a non-IFRS measure and a reconciliation to
reported IFRS measures is provided on page 35.
3.
Core EBTIDA is earnings before interest, tax, depreciation, amortisation, impairment
charges and unwinding of acquisition related inventory step-up, adjusted for exceptional
items and other adjustments. Core EBITDA is a non-IFRS measure, see page 36 for a
reconciliation to reported IFRS results.
4.
During 2023, the Group has revised its injectables operating segment. Previously, the
503B compounding business was reported under the Injectables segment and is now
included within the Others segment. 503B compounding business’ 2022 revenue of
$1 million and operating loss of $9 million have therefore been reclassified to the Others
segment. 2023 Others revenue was $21 million (2022: $14 million) with an operating loss
of $9 million (2022: $6 million loss).
27
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Business and financial review
continued
We supply hospitals across our markets with generic injectable
products, supported by our manufacturing facilities in the US,
Europe and MENA.
Injectables
28
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial highlights
2023
$ million
2022
1
$ million
Change
Constant
currency
change
Revenue
1,203
1,140
6%
6%
Gross profit
655
625
5%
5%
Gross margin
54.4%
54.8%
(0.4)pp
(0.3)pp
Core gross profit
657
651
1%
1%
Core gross margin
54.6%
57.1%
(2.5)pp
(2.4)pp
Operating profit
358
354
1%
2%
Operating margin
29.8%
31.1%
(1.3)pp
(1.0)pp
Core operating profit
444
437
2%
2%
Core operating margin
36.9%
38.3%
(1.4)pp
(1.2)pp
Injectables revenue grew 6% in 2023,
reflecting good growth in all three
geographies, benefitting from the breadth
of our global portfolio and advanced
manufacturing capabilities. This helped
to fully offset loss of sales from halting
our operations in Sudan.
In North America
2
we are benefiting
from good demand for our broad product
portfolio, including for products in short
supply, recent launches and a full
contribution from the acquisitions of
Custopharm and Teligent’s Canadian
assets. This more than offset increased
competition on certain products.
In Europe and rest of the world (ROW) we
are delivering good growth across all of
our markets, benefitting from our growing
portfolio of products as well as our short
supply chain and lead times, enabling us
to respond to shortages in Germany. We
continue to make progress in new markets
including France, Spain and the UK.
In MENA we achieved strong growth driven
by good demand for our portfolio across
most of our markets, including for our
biosimilar products as we continue
to launch into new markets.
Core gross profit grew 1% to $657 million
and core gross margin was 54.6%, reflecting
changes in geographic and product mix and
some inflationary pressure.
Injectables operating profit, which includes
a $14 million impairment charge and costs
related to halting our operations in Sudan,
grew 1%. Injectables core operating profit
grew 2% and core operating margin was
36.9%. This reflects the change in gross
profit, offset by good control of costs.
During the year, the Injectables business had
28 launches in North America, 25 in MENA
and 67 in Europe and ROW. We submitted
55 filings to regulatory authorities across all
markets. We further developed our portfolio
through new licensing agreements.
Outlook for 2024
In 2024, we expect Injectables revenue to
grow in the range of 6% to 8%. We expect
core operating margin to be in the range
of 36% to 37%.
1.
During 2023, the Group has revised its Injectables
operating segment. Previously, the 503B compounding
business was reported under the Injectables segment
and is now included within the Others segment. 503B
compounding business’ 2022 revenue of $1 million
and operating loss of $9 million have therefore been
reclassified to the Others segment.
2.
Canada is now included in North America (previously in
Europe and ROW). Canada’s 2022 sales of $18 million
have therefore been reclassified to North America.
Strong positioning across
our three geographies is
helping drive consistent
growth.”
Core revenue
Core operating margin
2
023
$1,203
m
2
022
$1,140
m
2
023
36.9%
2
022
38.3%
29
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Business and financial review
continued
We supply branded generics and in-licensed patented products
from our local manufacturing facilities to retail and hospital
customers across the MENA region.
Branded
30
Hikma Pharmaceuticals PLC | Annual Report 2023
Our Branded business grew revenue 3% on a
reported basis and 6% in constant currency.
This reflects a good performance across
most of our markets, enabling us to fully
offset the loss of sales resulting from halting
our operations in Sudan. We also saw strong
demand for medicines focused on chronic
illnesses, particularly our growing oral
oncology portfolio.
Core gross profit grew and core gross
margin improved to 51.3%, reflecting an
improvement in product mix, driven by our
focus on building a portfolio of treatments
for chronic illnesses.
Reported operating profit, which includes a
$69 million impairment charge and cost in
relation to halting our operations in Sudan,
declined 30%. Core operating profit grew
16% and core operating margin expanded
to 23.8%. This reflects the improvement in
core gross profit, which more than offset the
negative foreign exchange impact related
to the currency devaluation in Egypt. On a
reported basis, operating profit was down
due to the impairment we took on our
Sudanese business where we are unable
to operate due to the ongoing conflict.
During the year, the Branded business
had 32 launches and submitted 47 filings
to regulatory authorities. Revenue from
in-licensed products represented 29%
of Branded revenue (2022: 29%)
1
.
Outlook for 2024
We expect Branded revenue in 2024 to grow
in the mid to high single-digits in constant
currency, or low-single digits on a reported
basis, and for reported core operating profit
to be broadly in line with 2023.
Financial highlights
2023
$ million
2022
$ million
Change
Constant
currency
change
Revenue
714
691
3%
6%
Gross profit
351
350
0%
2%
Gross margin
49.2%
50.7%
(1.5)pp
(1.8)pp
Core gross profit
366
350
5%
8%
Core gross margin
51.3%
50.7%
0.6pp
0.6pp
Operating profit
95
136
(30)%
(24)%
Operating margin
13.3%
19.7%
(6.4)pp
(5.7)pp
Core operating profit
170
146
16%
19%
Core operating margin
23.8%
21.1%
2.7pp
2.6pp
1.
Hikma now owns the rights for three products that
were previously under-licensed. Revenue from these
products have been excluded from this calculation.
Core revenue
Core operating margin
2
023
$714m
2
022
$691m
2
023
23.8%
2
022
21.1%
We are launching new
products and signing
new partnerships, and
this is driving increasingly
profitable growth.”
31
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
We supply oral and other non-injectable generic and specialty
branded products in the US retail market, leveraging our
state-of-the-art manufacturing facility in Columbus, Ohio.
Business and financial review
continued
Generics
32
Hikma Pharmaceuticals PLC | Annual Report 2023
Revenue in our Generics business grew
39% in 2023, driven by good volume growth
in our base business, an improved pricing
environment, and an exceptionally strong
contribution from the launch of the
authorised generic of sodium oxybate.
The increase in Generics core gross profit
and margin expansion to 41.3% was primarily
a result of improved product mix and the
strong profitability of the authorised generic
of sodium oxybate in the first six months of
the year. Royalties payable on this product
increased in the second half due to the
terms of our settlement agreement.
Generics core operating profit was up 86%,
reflecting growth in gross profit. This strong
profit contribution enabled us to invest back
into this business, particularly in sales and
marketing, as we continue to build our
specialty business, and in R&D. Core
operating margin was 20.5%.
In 2023, the Generics business launched
five products and submitted five filings
to regulatory authorities.
Outlook for 2024
In 2024, we expect Generics revenue to
grow in the range of 3% to 5%. We expect
core operating margin to be in the mid-teens.
Financial highlights
2023
$ million
2022
$ million
Change
Revenue
937
672
39%
Gross profit
387
265
46%
Gross margin
41.3%
39.4%
1.9pp
Core gross profit
387
266
45%
Core gross margin
41.3%
39.6%
1.7pp
Operating profit
147
(117)
226%
Operating margin
15.7%
(17.4)%
33.1pp
Core operating profit
192
103
86%
Core operating margin
20.5%
15.3%
5.2pp
Core revenue
Core operating margin
2
023
$937m
2
022
$672m
2
023
20.5%
2
022
15.3%
An exceptionally strong
year, with a key new
launch as well as strong
performance across the
base business.”
33
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Business and financial review
continued
Other businesses
Other businesses, which now includes our 503B compounding
business, as well as Arab Medical Containers (AMC), a manufacturer
of plastic specialised medicinal sterile containers, and International
Pharmaceuticals Research Centre (IPRC), which conducts bio-
equivalency studies, contributed revenue of $21 million in 2023
(2022: $14 million
1
) with an operating loss of $9 million (2022: $6
million loss). The loss reflects our ongoing investment into
developing our compounding business. We are making good progress
in growing our compounding business and continue to invest in
building our manufacturing and commercial capabilities.
Research and development
Our investment in R&D and business development enables us to
continue expanding the Group’s product portfolio. During 2023,
we had 157 new launches and received 128 approvals. To ensure the
continuous development of our product pipeline, we submitted 107
regulatory filings.
2023 submissions
2
2023 approvals
2
2023 launches
2
Injectables
55
87
120
North America
27
31
28
MENA
21
23
25
Europe & ROW
7
33
67
Branded
47
37
32
Generics
5
4
5
Total
107
128
157
Net finance expense
2023
$ million
2022
$ million
Change
Constant
currency
change
Finance income
7
29
(76)%
(76)%
Finance expense
95
81
17%
18%
Net finance expense
88
52
69%
70%
Core finance income
7
3
133%
133%
Core finance expense
90
77
17%
17%
Core net finance expense
83
74
12%
12%
Core net finance expense increased to $83 million (2022: $74 million),
reflecting the increase in interest rates during 2023.
We expect core net finance expense to be around $91 million in 2024
3
.
Profit before tax
Reported profit before tax increased to $281 million (2022: $233
million), primarily due to the good growth in all three businesses,
partially offset by the opioid legal settlement provision. Excluding
exceptional items and other adjustments, core profit before tax was
$626 million (2022: $520 million), up 20%.
Tax
The Group incurred a reported tax expense of $89 million (2022:
$42 million) and a reported effective tax rate of 31.7% (2022: 18.0%).
Excluding exceptional items and other adjustments, Group core tax
expense was $131 million (2022: $111 million). The core effective tax
rate was 20.9% (2022: 21.3%).
We expect the Group core effective tax rate to be in the range of 22%
to 23% in 2024.
Profit attributable to shareholders
Profit attributable to shareholders was $190 million (2022:
$188 million). Core profit attributable to shareholders increased
by 21% to $492 million (2022: $406 million).
Earnings per share
2023
2022
Change
Constant
currency
change
Basic earnings per share
(cents)
86
84
2%
8%
Core basic earnings per share
(cents)
223
181
23%
25%
Diluted earnings per share
(cents)
85
84
2%
8%
Core diluted earnings per
share (cents)
221
180
23%
25%
Weighted average number
of Ordinary Shares for the
purposes of basic earnings
220,862,103
223,728,472
Weighted average number
of Ordinary Shares for the
purposes of diluted earnings
222,368,714
224,908,809
The increase in core earnings per share reflects the increase in profit
attributable to shareholders as a result of the strong performance
in all three businesses.
1.
During 2023, the Group has revised its Others operating segment. Previously, the 503B
compounding business was reported under the Injectables segment and is now included
within the Others segment. 503B compounding business’ 2022 revenue of $1 million and
operating loss of $9 million have therefore been reclassified to the Others segment.
2.
Pipeline projects submitted, approved and launched by country in 2023.
3.
Based on the composition of the Group’s net debt portfolio as at 31 December 2023,
a one percentage point increase/decrease in interest rates would result in $3 million
decrease/increase in net finance cost per year (2022: $4 million increase/decrease).
34
Hikma Pharmaceuticals PLC | Annual Report 2023
Dividend
The Board is recommending a final dividend of 47 cents per share
(2022: 37 cents per share) bringing the total dividend for the full
year to 72 cents per share (2022: 56 cents per share). This equates to a
payout ratio of around 32%, which is above our historical range of 20%
to 30%. We intend to progressively increase our dividend, with a
payout ratio in the range of 30% to 40%, reflecting the Board’s
confidence in the long-term growth prospects for the Group. The
proposed dividend will be paid on 3 May 2024 to eligible shareholders
on the register at the close of business on 22 March 2024, subject to
approval at the Annual General Meeting on 25 April 2024.
Net cash flow, working capital and net debt
The Group generated operating cash flow of $608 million (2022:
$530 million). This change primarily reflects the increase in
operating profit.
Group working capital days were 243 at 31 December 2023. Compared
to the position on 31 December 2022, Group working capital days
decreased by 8 days from 251 days, due primarily to an improvement
in receivable days.
Capital expenditure was $169 million (2022: $138 million). In the US,
$46 million was spent on upgrades, new technologies and capacity
expansion across our Cherry Hill, Dayton, and Columbus sites. In
MENA, $96 million was spent strengthening and expanding
manufacturing capabilities, including two ongoing greenfield
Injectables production sites in Algeria and Morocco, expanding our
site in Algeria and a new land purchase in Saudi Arabia. In Europe, we
spent $27 million enhancing our manufacturing capabilities, including
new filling lines in Portugal and Italy and adding lyophilisation capacity
in Portugal. We expect Group capital expenditure to be in the range
of $160 million to $180 million in 2024.
The Group’s total debt was $1,191 million at 31 December 2023
(31 December 2022: $1,283 million).
The Group’s cash balance at 31 December 2023 was $215 million
(31 December 2022: $270 million).
The Group’s net debt (excluding co-development agreements
and contingent liabilities) was $976 million at 31 December 2023
(31 December 2022: $1,013 million). We continue to have a healthy
balance sheet, with a net debt to core EBITDA ratio of 1.2x
(31 December 2022: 1.5x).
Balance sheet
Net assets at 31 December 2023 were $2,209 million (31 December
2022: $2,148 million). Net current assets were $761 million
(31 December 2022: $922 million).
Definitions
We use a number of non-IFRS measures to report and monitor the
performance of our business. Management uses these adjusted
numbers internally to measure our progress and for setting
performance targets. We also present these numbers, alongside our
reported results, to external audiences to help them understand the
underlying performance of our business. Our core numbers may be
calculated differently to other companies.
Adjusted measures are not substitutable for IFRS results and
should not be considered superior to results presented in
accordance with IFRS.
Core results
Reported results represent the Group’s overall performance.
However, these results can include one-off or non-cash items
which are excluded when assessing the underlying performance
of the Group. Our core results exclude the exceptional items and
other adjustments set out in Note 6 in this report.
Group gross profit
2023
$ million
2022
$ million
Core gross profit
1,407
1,265
Provision against inventory related
to halted operations in Sudan
(17)
Unwinding of acquisition related
inventory step-up
(27)
Reported gross profit
1,390
1,238
Group operating profit
2023
$ million
2022
$ million
Core operating profit
707
596
Provision related to expected North
America opioid legal settlement
(129)
Impairment and cost related to
halted operations in Sudan
(83)
Intangible assets amortisation
other than soſtware
(88)
(92)
Reorganisation costs
(14)
Impairment of property, plant and
equipment and right-of-use-assets
(8)
(80)
Impairment of intangible assets
(32)
(101)
Unwinding of acquisition related
inventory step-up
(27)
Reported operating profit
367
282
35
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Business and financial review
continued
Constant currency
As the majority of our business is conducted in the US, we present our
results in US dollars. For both our Branded and Injectable businesses,
a proportion of their sales are denominated in a currency other than
the US dollar. In order to illustrate the underlying performance of
these businesses, we include information on our results in
constant currency.
Constant currency numbers in 2023 represent reported 2023
numbers translated using 2022 exchange rates, excluding price
increases in the business resulting from the devaluation of the
Egyptian and Sudanese pound and excluding the impact from
hyperinflation accounting.
Core EBITDA
Core EBITDA is earnings before interest, tax, depreciation,
amortisation, impairment charges and unwinding of acquisition
related inventory step-up, adjusted for exceptional items and
other adjustments.
2023
$ million
2022
$ million
Reported operating profit
367
282
Depreciation and impairment charges/
reversals in relation to property, plant
and equipment
110
157
Amortisation and impairment charges/
reversals in relation to intangible assets
131
202
Depreciation and impairment charges/
reversals in relation to right-of-use assets
18
13
Unwinding of acquisition related
inventory step-up
27
Provision related to expected North
America opioid legal settlement
129
Provision against inventory related
to halted operations in Sudan
17
Impairment charge on financial assets
29
Impairment charge on other
current assets
2
Cost from halted operations in Sudan
8
Reorganisation costs
14
Core EBITDA
811
695
Working capital days
We believe Group working capital days provides a useful measure of
the Group’s working capital management and liquidity. Group working
capital days are calculated as Group receivable days plus Group
inventory days, less Group payable days. Group receivable days are
calculated as Group trade receivables x 365, divided by 12 months
Group revenue. Group inventory days are calculated as Group
inventory x 365, divided by 12 months Group cost of sales. Group
payable days are calculated as Group trade payables x 365,
divided by 12 months Group cost of sales.
Group net debt
We believe Group net debt is a useful measure of the strength of the
Group’s financing position. Group net debt is calculated as Group
total debt less Group total cash. Group total debt excludes
co-development agreements and contingent liabilities.
Group net debt
31 Dec 2023
$ million
31 Dec 2022
$ million
Short-term financial debts
(150)
(139)
Short-term leases liabilities
(11)
(9)
Long-term financial debts
(975)
(1,074)
Long-term leases liabilities
(55)
(61)
Total debt
(1,191)
(1,283)
Cash and cash equivalents
205
270
Restricted cash
10
Net debt
(976)
(1,013)
ROIC
ROIC is calculated as core operating profit aſter tax divided
by invested capital (calculated as total equity plus net debt).
This measures our efficiency in allocating capital to profitable
investments.
ROIC
2023
$ million
2022
$ million
Core operating profit
707
596
Total tax
(144)
(124)
Core operating profit aſter tax
563
472
Net debt
976
1,013
Equity
2,209
2,148
Invested capital
3,185
3,161
ROIC
17.7%
14.9%
36
Hikma Pharmaceuticals PLC | Annual Report 2023
37
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
38
38
Hikma Pharmaceuticals PLC | Annual Report 2023
Sustainability
40
Acting responsibly
44
Advancing health and wellbeing
48
Empowering our people
50
Protecting the environment
54
Building trust through quality
in everything we do
56
Aligning with the Task Force
for Climate-related Financial 
Disclosures (TCFD)
39
Strategic report
Hikma Pharmaceuticals PLC | Annual Report 2023
Acting responsibly at Hikma
Pursuing strong environmental,
social and governance (ESG)
programmes creates long-term
value for both Hikma and our
stakeholders and helps us deliver
on our purpose to provide better
health within reach, every day.
We are focused on the ESG
issues that are most material to
our business and stakeholders.
These material issues form the
basis of our sustainability
framework and strategy and
we align our business with
these priorities.
We advance health and
wellbeing
We empower our people
We protect the environment
We build trust through quality
in everything we do
This section outlines how we
address our most material ESG
issues and highlights some of the
major activities, milestones and
achievements made throughout
the year. More information on
sustainability and ESG will be
provided in our upcoming
Sustainability Report 2023.
Being a responsible organisation and advancing our
sustainability agenda is integral to how we do business.
Focus on health at COP28
The Conference of the Parties (COP28)
convention held in 2023 in Dubai, United
Arab Emirates included a landmark
recognition of the urgency for governments
and organisations to address health
impacts related to ongoing climate change.
The declaration made on Health Day of the
COP included a commitment to proactively
address both the direct and indirect
climate-related health impacts and
was endorsed by 124 countries.
Climate change is currently among the most
significant health threats globally. Climate
change is expected to create both direct
health impacts through heat waves,
droughts and other extreme weather
events, as well as indirect health impacts
such as increased prevalence of vector-
borne and airways diseases, food and
water insecurity, undernutrition, and
forced displacements.
As a manufacturer of generic medicines,
we recognise our role in mitigating the
health-related impacts of global climate
change. We do so by prioritising the
availability and access of medicines,
addressing and anticipating national health
priorities and evolving patient needs, and
working within our markets to launch more
products and strengthen the resilience
of healthcare systems.
We recognise our role
in mitigating the health-
related impacts of global
climate change.”
For more information visit
www.hikma.com/
sustainability
40
Hikma Pharmaceuticals PLC | Annual Report 2023
Advancing health
and wellbeing
Empowering
our people
Protecting the
environment
Building trust
through quality in
everything we do
Providing better healthcare and
supporting our communities
Access to medicines
Corporate social
responsibility
Providing better health
Supporting education
Helping people in need
Shaping an inclusive culture
where everyone can thrive
Recruitment, retention
and promotion
Diversity, equity and inclusion
Ensuring health and safety
Minimising our impact on
the planet
Reduction of greenhouse
gas emissions (GHG)
Sustainable supply chain
Water management
Waste management
Upholding ethical standards
and acting with integrity
Ethics and compliance
Product quality and safety
Corporate governance
$4.9m
value of our donated medicines
>95%
favourable score from learners
and managers for instructor-
led programmes
15%
Reduction achieved in our
Scope 1 and 2 emissions
since the 2020 base year
9
Maintaining membership
in the FTSE4Good for
nine consecutive years
Read more on page 45
Read more on page 48
Read more on page 51
Read more on page 55
41
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
The ESG issues we have prioritised as a
business are those that create shared value
for our business and stakeholders, mitigate
business risks and ensure we continue to
do business responsibly and ethically.
Our sustainability framework was developed
through an internal materiality assessment that
integrated both current and expected legislative
requirements and best practice. We have also
considered global sustainability standards such
as GRI, sector-specific standards as outlined by
SASB, as well as ratings frameworks including
MSCI, Sustainalytics, and the FTSE4Good –
all of which help us fully understand material
issues from an external perspective.
We also take into account investor
considerations around ESG matters, and all
our other key stakeholders, including patients
and healthcare professionals, employees,
customers, communities, government,
regulators and suppliers.
Going forward, our aim is to develop more
comprehensive materiality analyses through
further engagement with our stakeholders and
within our business. We also intend to align our
materiality assessment methodology to that
required under CSRD, including use of
‘double materiality’ analyses.
Governance of sustainability
Board of Directors
Overarching oversight of sustainability
Executive Committee
Leadership and alignment of sustainability with corporate strategy
Sustainability team
Executive Sponsor-led:
Steer and coordination
ESG Committee:
Access to Medicine
ESG Committee:
Environmental Sustainability
Global functions and
site management teams
Employee networks
Prioritising the right issues
42
Hikma Pharmaceuticals PLC | Annual Report 2023
We are proactive in assessing and ensuring
our preparedness with evolving regulations,
obligations and best practices around the
management and reporting of ESG issues.
There are several regulatory developments
that we have identified that will impact
our reporting in future years.
Corporate Sustainability
Reporting Directive (CSRD)
In 2023, the CSRD entered into force and
established a harmonised ESG reporting
regime for companies operating in the
European Union. Companies that are within
the scope of CSRD will have to report against
the European Sustainability Reporting
Standards (ESRS) for material ESG matters
and comply with the EU Taxonomy Directive.
Hikma is preparing to report in alignment with
CSRD and evaluating reporting timelines. To
align with CSRD requirements, in 2024 we will
focus on developing a double materiality
assessment and increase our preparedness
in obtaining external limited assurance for
externally disclosed ESG metrics.
UK Sustainability Disclosure Standards
(SDS) and IFRS Sustainability
Disclosure Standards
The UK SDS is expected to be published in
2024 and will set out corporate disclosures
on the sustainability-related themes for
UK-based companies. SDS disclosures will
form the basis for companies to report on
sustainability-related risks and opportunities.
SDS is using the International Financial
Reporting Standards (IFRS) Sustainability
Disclosure Standards as a baseline to
develop their standards, which our teams
have considered or have been considering
when developing our ESG reporting.
Legislation in the US
around climate reporting
In the US, evolving regulations that relate
to public disclosure of ESG-related issues
have been identified to be relevant to Hikma.
These include bills SB-253 Climate Corporate
Data Accountability Act, SB-261 Greenhouse
gases: climate-related financial risk, and
AB-1305 Voluntary carbon market
disclosures, all issued in California. In 2024
our aim is to assess our alignment with these
bills, and to continue assessing the US
legislative landscape.
Our alignment with evolving
stakeholder expectations
Expectations around ESG reporting among
investors and other stakeholders continue
to expand and evolve. Sector-based
standards, such as those developed by the
Sustainability Accounting Standards Board
(SASB), which has now been folded into the
International Sustainability Standards Board
(ISSB), define material topics as those that
“are reasonably likely to significantly impact
the financial condition, operating
performance, or risk profile of the company.”
We align our reporting with these and other
relevant standards to facilitate the
comparability of our ESG performance with
those of our industry peers. We also report
our climate-related disclosures in alignment
with the Greenhouse Gas (GHG) Protocol,
and will ensure that our GHG accounting
maintains alignment following its expected
2025 Corporate Standard update.
Sustainability reporting readiness
Achieved an ESG
rating score of A
Ranked in the 15th percentile of
the Pharmaceuticals sub-industry
(where first is lowest risk)
Constituents since 2014
Achieved a score of B for
CDP Climate Change 2023
Signatory to the United Nations
Global Compact
Supporters of the UN Sustainable
Development Goals
Signatory to the United Nations
Women’s Empowerment Principles
Signatory to the
Modern Slavery Act
Our sustainability performance and commitments
43
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
Access to medicines
At Hikma, we are dedicated to improving
people’s lives by providing access to
affordable, high-quality medicines to patients
in need. This is embodied in our corporate
purpose: putting better health within reach,
every day.
To fulfill this purpose, we continually develop
and launch products at competitive prices
across our markets and expand the
availability of our existing product portfolio
by entering new markets or expanding
manufacturing capabilities in our
existing markets.
We are also working with stakeholders
including healthcare professionals and policy
makers to ensure better support for patient
needs and stronger local healthcare
ecosystems, and with non-governmental
organisations to continue expanding our
medicine donation programme.
Generic pharmaceutical companies play a
pivotal role in enhancing global access to
medicines. The manufacture and availability
of generic medicines help to improve the
affordability and reliability of supply for
essential medications, thereby alleviating
global disease burdens and healthcare
disparities.
Governance
In 2022, we established an Access to
Medicine Committee chaired by two
members of the Executive Committee, one
of whom sits on the Board of Directors – the
Executive Vice Chairman and President of
MENA, and the EVP, Corporate Development
and M&A. The aim of the Committee is to
strengthen collaboration across our business
in promoting equitable access and improving
the patient journey.
During the year, coordination within the
Committee took place to identify and
establish meaningful metrics that measure
patient impacts and outcomes, and to
enhance disclosure and reporting around
accessibility. The latter is reflected in higher
scores that were achieved by Hikma for ESG
ratings agencies including MSCI and
Sustainalytics, due largely to enhanced
disclosure of Hikma’s efforts to advance
health equity and access to medicines.
MENA
We operate 20 manufacturing plants in MENA
and are constructing new injectable plants in
Algeria and Morocco. We are now the second
largest
1
pharmaceutical company by sales
(up from third in 2022) and we continue to
expand our local manufacturing capacity
to ensure patients have access to critical
medicine throughout the region.
Across the region, our areas of focus align
closely with national healthcare priorities
and disease burdens, and we work with the
relevant stakeholders to strengthen national
healthcare systems. Our commercial teams
meet and collaborate with doctors, clinicians,
and pharmacists regularly to improve disease
awareness, healthcare standards and access
to quality medical care in the region.
North America
In the US, we are a top 10 generic medicines
manufacturer
2
. We supply a broad range of
injectable and non-injectable products to
patients in the US and, more recently, in
Canada. We operate manufacturing, R&D
and distribution facilities across New Jersey
and Ohio and are a leading provider of oral
solid, liquid and nasal generic medicines
distributed to patients through pharmacies,
hospitals, health benefits programmes and
other customers.
We are also a top three manufacturer of
injectable medicines by volume
3
and operate
a sterile compounding business focused on
providing high quality, ready-to-administer
injectable medications that are customised
to the specific needs of hospital patients in
the US.
Our work also involves coordination with
policy makers to better address persistent
drug shortages and to align our domestic
production with the needs of patients and
medicine availability. During 2023, we
continued our membership in the Association
for Accessible Medicines to advocate for
national and local policies, legislation and
regulation aimed at supporting and
strengthening Hikma’s ability to supply the
U.S. healthcare system and its patients with
a steady supply of essential medicines,
especially certain medicines that are oſten
in shortage.
Providing better healthcare and
supporting our communities
The manufacture
and availability of our
medicines globally is
helping to alleviate
healthcare disparities.”
Advancing health
and wellbeing
1.
Source: Based on internal analysis by Hikma using IQVIA
MIDAS® Monthly value sales data for Kuwait, KSA, UAE,
Jordan, Lebanon, Egypt, Tunisia, Algeria and Morocco,
MAT Dec 2023, reflecting estimates of real-world activity.
Copyright IQVIA. All rights reserved
2.
Source: IQVIA MAT December 2023, includes all generic
injectable and non-injectable products
3.
Source: IQVIA MAT December 2023, generic injectable
volumes by eaches, excluding branded generics and
Becton Dickinson
44
Hikma Pharmaceuticals PLC | Annual Report 2023
Europe
We manufacture sterile injectable products
in Portugal, Germany and Italy which supply
our global markets. Within the continent, we
continue to make progress in new markets
including France and Spain and we are
expanding our manufacturing site in Italy.
Medicine donations and
other support programmes
We partner with local and international NGOs
to donate medicines to patients in need and
to support aid and relief to those impacted by
natural disasters and conflicts. Through our
programmes, we are able to divert urgent
care to underserved population segments,
such as low-income groups, displaced
persons and those lacking sufficient
medical coverage.
In the US, our collaboration with the Global
Smile Foundation over the last three years
has enabled a group of volunteers to perform
thousands of critical surgeries globally. In
2023, the Foundation’s team conducted a
medical programme in Guayaquil, Ecuador,
where they performed more than 160
surgeries coupled with other comprehensive
cleſt services.
During the year, we also maintained our
emergency response donations, supporting
those affected by the conflicts in Palestine,
Sudan and Ukraine.
This year, the value of our donations
increased to $4.9m. Since 2021, our medicine
donation programme has grown by 53%.
Working with the Access
to Medicine Foundation
In 2023, we worked with the Access to
Medicine Foundation to support their effort
in assessing the role, impact and
opportunities of the generics industry in
expanding access to medicine in low- and
middle-income countries (LMICs). The report,
which includes assessments on Hikma, Cipla,
Sun Pharma, Teva, and Viatris, contributes to
a better understanding of the opportunities
available for generic pharmaceutical
companies to impact the availability,
affordability and reliability of essential
medicines in LMICs. Through our
collaboration with the Foundation, we
improved our understanding of the role we
can play in reducing healthcare disparities
and improving accessibility to the essential
medicines in our portfolio.
Medicine donations
(COGS) $m
2
023
$4.9
m
2
022
$4.3m
2
021
$3.2m
45
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
Community engagement is central to our sustainability agenda.
We organise activities across our global footprint to address social
and economic challenges facing our communities and empower
our employees with opportunities to affect positive and
meaningful change.
Community outreach
Providing better health
Establishing clinics in Jordan to support the
Medical Aid for Palestinians organisation
Since 2019, we have supported Medical Aid for Palestinians (MAP) in Jordan,
which operates orthopaedic clinics across three Palestinian refugee camps in
the country. More than 7,500 patients benefit from this support every year.
Through the clinics we extend medicines, treatment and patient consultancy
to improve the patient journey and outcome for those in the camps.
Where we focus
Providing better health
We work to address unmet healthcare
needs by conducting community
outreach and providing in-kind medicine
donations to patients in need
Supporting education
We are committed to providing our people
and communities with opportunities to
realise their full potential through
continuous learning and development
Helping people in need
We believe in supporting the
communities in which we live and work
through local non-profit sponsorships
and empowering our employees to
support our neighbours in need
Community outreach highlights
4,800+
volunteers
9,000+
volunteering hours
96
partners globally
46
Hikma Pharmaceuticals PLC | Annual Report 2023
Helping people in need
Supporting local food banks across the US
Since 2020, all of our locations in the US have partnered with local food banks
or food pantries to help provide meals to community members in need. As
communities struggled with the pandemic, job security and a recent rise in
inflation, providing free meals is increasingly vital for those in need within
our communities. In this spirit, we continue to provide financial donations to
each partner, but also adapt our programmes to their needs. This includes
organising volunteer activities, fundraisers, and in-kind donations.
Helping people in need
Supporting the UN Refugee
Agency scholarship programme
in MENA
In 2020, we began our partnership with the United
Nations Refugee Agency’s (UNHCR) Albert Einstein
German Academic Refugee Initiative (DAFI) scholarship
programme to provide scholarships to 40 displaced
students residing in Algeria, Egypt and Jordan. Displaced
persons and refugees oſten face barriers to receiving
quality education and securing employment.
Since its inception in 1992, the DAFI programme has
extended scholarships to more than 24,000 displaced
students globally, helping to provide them with
opportunities to pursue higher education.
In 2023, we undertook several activities in support of
the DAFI Programme:
Organised site visits for 29 students to visit our
manufacturing plants in Algeria, Egypt and Jordan
Provided internship opportunities to several
programme participants in Jordan
Enabled DAFI participants to join our internal
Innovation Camp platform in Jordan, which is
dedicated to cultivating innovative thinking
and collaborative problem-solving
Photo (leſt):
Photographer, Claire Thomas (UNHCR)
47
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
Shaping an inclusive culture
where everyone can thrive
Empowering
our people
Employee wellbeing
We are committed to continuously engaging
with our people to ensure that the employee
experience improves over time and the
feedback of our people is consistently taken
into consideration.
Our recent Hikma’s People Voice Survey,
completed in early February 2024, measured
employee sentiment across a range of issues
and will enable us to improve the employee
experience at Hikma.. This is one of the many
engagement tools that we are using to ensure
an open-feedback culture among our people.
At Hikma, we deliver high quality instructor-
led programmes to our employees globally.
Feedback has been very positive from
both employees and managers on the
effectiveness, quality, design and practicality
of these programmes. In 2023, we received
feedback from a total of more than 1,400
learners and managers, achieving a
favourability score of more than
95% from both segments.
Employee health and safety
We continue to prioritise the health and
safety of our people. Our Group
Environmental Health and Safety policy
statement, updated in 2024, strengthened
and standardised our approach to ensuring
the wellbeing of our employees globally.
We are continuously taking steps to improve
the accuracy of health and safety-related
performance metrics as well as how we
govern the issue at the Group level. In 2024,
we are appointing Julie Hill as the Senior Vice
President of Corporate Quality Compliance
and Health and Safety to improve how we
govern health and safety and to standardize
our methodology and ambitions around
the issue.
We are committed to
engaging with our people
to consistently improve
the employee experience.”
Pay increases
for employees
In our unwavering commitment to the
wellbeing and long-term retention of our
employees and recognising the global
surge in inflation rates impacting our team
members, Hikma is providing a targeted
higher pay increase percentage in 2024
than in previous years.
This approach is specifically directed
towards employees who are
disproportionately impacted by higher
inflation rates, which is the group from
the first level of management and below
these employees will receive a minimum
guaranteed increase aligned with their
country-base inflation rates.
48
Hikma Pharmaceuticals PLC | Annual Report 2023
Learning and development
We continue to focus on learning and
development to improve the capabilities
of our employees and strengthen their
career growth potential. We are continually
expanding our online resources and
introducing structured curricula that are
tailored to the needs of specific business
functions. We are also improving accessibility
and inclusivity of training programmes,
offering training digitally and in various
languages.
Diversity, equity and inclusion
Promoting diversity, equity and inclusion
among our employees is a key ESG focus area
that we feel strengthens the effectiveness of
our workforce and promotes better employee
satisfaction and retention.
We remain committed to promoting a culture
of progress and belonging that provides all
employees with opportunities for personal
and professional growth. We believe in
fostering an inclusive workplace where all
employees feel they belong, and as they
grow and develop, so does Hikma.
We continue building our network of
Employee Resource Groups (ERGs) by
strengthening our Black Employees Advisory
Board and Hikma Women’s Network.
We continue to focus on
learning and development
to improve the capabilities
and growth potential of
our people.”
Investing in our
future leaders
In 2023, we launched both the Multipliers
and Blanchard leadership programmes
to cultivate leadership potential among
high-performing employees. The focus
of the programmes is on developing
leadership skills and enabling employees
to maximise the potential of their
respective teams. The programmes
involved 265 employees and included
360-degree feedback assessments
and development plans for our people
to continue to nurture their skills and
grow within the Company.
We also continued to provide scholarship
opportunities to employees through our
global Continuing Education Programme.
In 2023, we offered scholarships to 22
employees, an increase of five over the
previous year. Since its inception, the
programme has supported 150 employees,
including undergraduate and masters level
scholarships, enabling our people to
continue their education in fields
valuable to the Group.
49
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
Minimising our impact
on the planet
We continue to invest in
efficiency while pursuing
long-term, feasible
opportunities to reduce
our emissions footprint.”
Protecting the
environment
We are committed to
making our operations
greener and to improving
our environmental
performance
In 2023, our Scope 1 and 2 emissions (market-
based) measured 123,638 tonnes of carbon
dioxide equivalent (tCO
2
e), achieving a 15%
emissions decrease from our 2020 base year.
During the year, we enhanced capacity for
solar energy generation in Portugal and
Jordan and completed equipment and
machinery upgrades across our sites to
improve energy efficiency. Investments in
energy efficiency, cleaner technologies and
renewable energy generation enabled us to
maintain a stable emissions footprint during
the year, despite significant site expansions
and increases in production in multiple
manufacturing facilities.
Our Scope 1 and 2 emissions
reduction target
In 2021, we put in place a target to reduce
our Scope 1 and 2 GHG emissions by 25%
by 2030, using a 2020 baseline and market-
based calculations. The target was developed
using the absolute contraction approach and
is in line with the Paris Climate Agreement’s
well-below 2°C scenario.
We are making significant progress
towards achieving our target. Compared to
our base year (2020), our 2023 Scope 1 and 2
emissions have decreased by 15%.
These reductions were achieved largely
through the expansion of green electricity
procurement in all of our European facilities
and through investments in renewable
energy infrastructure and other initiatives
to improve energy efficiency across our
sites. Although emissions increased by
3% between 2022 and 2023, largely due to
growth in the business, we continue to invest
in efficiency while pursuing long-term,
feasible opportunities to reduce our
emissions footprint.
Target
2023 Progress
Status
Our aim for 2024
By 2023, reduce Scope
1 and 2 emissions by
17% (baseline: 2020)
Achieved a 15% reduction
compared to our 2020
baseline
Continue to identify
opportunities to improve
energy efficiency and reduce
our emissions footprint
By 2023, conduct two
energy audits in the
MENA region
Conducted energy audits
in Jordan (APM Salt), Egypt
(October 6) and JPI (Saudi
Arabia)
Continue implementation of
action plans following site
energy audits
By 2030, reduce our
scope 1 and scope
2 emissions by 25%
(baseline: 2020)
Continued to invest in
increasing energy efficiency,
cleaner technologies and
renewable energy generation,
which enabled us to minimise
our emissions impact while
expanding our manufacturing
footprint and significantly
increasing production
Continue to pursue energy
efficiency projects at our
manufacturing sites through
more efficient machinery and
the adoption of renewable
energy options. Continue
to pursue long-term green
electricity procurement
solutions where we operate
By 2025, identify and
set water targets for
all MENA sites
Continued to identify
opportunities to improve
efficiency of water
consumption and develop
water management systems
Continue to invest in
technologies and practices that
promote water reuse, efficiency
and reduction opportunities
across our sites, focusing
on those located in water-
stressed areas.
Timeframe:
Long-term
Short-term
Status:
Achieved
On track
Partially achieved
1.
Emissions for 2022 have been restated by -3% as we continue to improve our monitoring and analysis
of environmental metrics
50
Hikma Pharmaceuticals PLC | Annual Report 2023
Methodology and assurance
We quantify and report our organisational
GHG emissions in alignment with the
World Resources Institute’s Greenhouse
Gas Protocol Corporate Accounting and
Reporting Standard and in alignment
with the Scope 2 Guidance.
We consolidate our organisational boundary
according to the operational control
approach, as described in the GHG Protocol
Reporting Standard. This includes all our
facilities and locations where we have
operational control.
The GHG sources that constituted our
operational boundary for Scope 1 and 2 are:
Scope 1:
Natural gas combustion
Diesel combustion
Petrol combustion
LPG/Propane combustion
Vehicle emissions
Fugitive emissions
Scope 2 (market-based and location-based):
Purchased electricity – standard
Purchased electricity – renewable
For reporting in this Annual Report, we
have used data from January to September
of 2023 and conducted an upliſting exercise
to estimate quantities for October to
December 2023. More information on this
methodology can be found on our website.
Our Sustainability Report, published later in
2024, will contain updated emissions and
environmental data for full-year 2023.
We continue to refine and improve how we
monitor and manage our emissions. In this
context, we engaged an external assurance
provider to undertake private, independent
limited assurance, through which we
identified misstatements in 2022 energy
and emissions calculations that are now
accounted for and have subsequently
lowered our stated 2022 GHG emissions
by 3%. The misstatements occurred due
to errors when recording natural gas
consumption in our Columbus, Portugal and
Egypt facilities. All references to 2022 energy
and emissions profile in this report refer to
the restated amounts.
We have internal sustainability reporting
criteria for key metrics which guide our
sustainability reporting. The criteria define
our reporting boundary and conditions for
restatements, and establish a unified
hierarchy for estimating consumption where
actual data are not available. Our emissions
calculation contains no material omissions, as
determined by our reporting criteria and the
reasonable level of assurance received on
these data.
UK Emissions
The Group operates one location within the
United Kingdom, where we are listed, which is
an office building that is managed by a third
party. During the year, the UK site consumed
167 MWh of energy, which is equivalent to
61 tCO
2
e.
The energy consumption is measured by
meter readings provided by the managing
agent and relates to electricity and gas used
for heating, cooling and general office power.
Reported fuel use between 2020 and 2022
for the UK was an estimate that was
developed based on employee headcount.
The 2023 disclosure is based on actual
data for which there was negligible
reported fuel consumption.
The Group does not provide transport within
the UK other than via private hire vehicles for
which consumption data is not available.
Proportion of Group emissions
derived from the United Kingdom
and offshore area
UK
0.05%
GHG emissions (tCO
2
e)
2020
2021
2022
1
2023
Scope 1 – Combustion of fuel and operation of facilities
47,372
43,042
42,346
43,135
Scope 2 (market-based) – Electricity
97,527
92,069
78,140
80,503
Total Scope 1 and 2 emissions (market-based)
144,899
135,111
120,486
123,638
Year-on-year change in Scope 1 and 2 emissions (market-based)
N/A
(7%)
(10%)
3%
Change in Scope 1 and 2 emissions (market-based) since base year 2020
N/A
(7%)
(17%)
(15%)
Scope 2 (location-based) – Electricity
94,949
84,708
79,601
84,006
GHG emissions
(tCO
2
e)
2
023
123,638
43,135
80,503
2
022
1
120,486
2
021
135,111
2
020
144,899
42,346
78,140
92,069
47,372
97,527
43,042
Scope 1
Scope 2
51
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
GHG emissions: Scope 3
We began measuring our indirect, Scope 3
emissions in 2021, prioritising the oversight of
emissions most relevant to our business. We
continue to refine the quality of our emissions
measurements and engage with our suppliers
to better understand their commitments to
emission reductions.
In 2023, emissions from purchased goods
and services increased compared to the
previous year, reflecting the significant
growth in production across our businesses.
The increase in business travel emissions is
attributable to an increase in travel spend
aſter COVID-19 measures were removed.
For employee commuting, which we began
to measure in 2022, we continue to improve
our mapping and classification of spend data
to measure emissions from this source.
Several categories were determined to be
‘not relevant’ aſter we conducted an analysis
of Scope 3 categories. Hikma does not have
sufficient upstream or downstream leased
assets to constitute a relevant emissions
source. End of life treatment of our sold
products also does not generate a significant
emissions footprint. Lastly, Hikma does
not maintain any franchises and no
corresponding emissions footprint. More
information about the rationale for categories
that are determined to be ‘not relevant,’ is
available in our 2023 CDP response. For
categories that are ‘relevant but not yet
calculated,’ we aim to consider their inclusion
progressively over time. We have significantly
improved our CO
2
emissions calculations by
further fine-tuning our classification, resulting
in adjustments across greenhouse gas (GHG)
emissions categories. In addition, a thorough
review and modification of the mapping
process was undertaken, with a deliberate
focus on moving to a quantitative rather than
a monetary mapping methodology.
Assurance of emissions data
EcoAct was engaged by Hikma to provide
independent third-party reasonable
verification of its direct (Scope 1) and indirect
(Scope 2 and selected Scope 3) GHG
emissions, as detailed in this report. Based
on the data and information provided by
Hikma and the processes and procedures
followed, it is EcoAct’s verification opinion
that the following GHG emissions totals are
fairly stated and free from material error.
Verified emissions by EcoAct include:
Scope 1 emissions
Combustion of gaseous fuels (natural gas,
diesel, petrol and LPG)
Fugitive emissions
Scope 2 emissions – Purchased electricity
consumption (location and market-based)
Scope 3 emissions – Emissions including
Scope 3 Category 3: Fuel & Energy Related
Activities not included in Scope 1 or Scope
2 (FERA), Category 5: Waste generated in
operations (including water), and Category
7: Employee commuting
For external assurance of the remaining
Scope 3 categories (Category 1: Purchase
of goods and services, Category 2: Capital
goods, Category 4: Upstream transportation
and distribution, and Category 6: Business
Travel), we worked with an external third
party, Sievo Oy, to assess our carbon
footprint for these categories. Sievo has
contracted Ernst & Young (EY) under a
‘limited assurance engagement’, as defined
by International Standards on Assurance
Engagements 3000 (ISAE 3000) to report
on the methodology and the emission
factors used behind the ‘CO
2
Analytics’
tool (the Tool) as of 2023.
The full verification statements can be found
here:
www.hikma.com/sustainability
.
Sustainable supply chain
We remain dedicated to addressing the
most critical social and environmental
sustainability concerns throughout our
value chain. Our Supplier Code of Conduct,
introduced in 2022, articulates our core
values and principles, defining our values
and standards for ourselves, partners,
and suppliers. This Code serves as the
cornerstone of our ongoing efforts to fortify
relationships, foster collaboration, and
cultivate trust among all stakeholders,
ultimately driving enhanced performance
across our value chain.
The Code reinforces standards we
deem essential, such as safeguarding
human rights, upholding ethical conduct,
combatting modern slavery, and addressing
environmental issues. The Code is available
on our website.
In collaboration with EcoVadis, we are
advancing our understanding of the
sustainability maturity of our suppliers,
covering around 49% of our annual spend.
Throughout the year, we actively engaged
with our procurement community and
key suppliers to elevate awareness of
our suppliers’ sustainability maturity levels.
Our outreach extended to primary materials
suppliers through various supplier
engagements covering suppliers who make
up around 45% of Hikma’s Scope 3 footprint.
Through this outreach we are better able to
understand their aspirations for reducing
their carbon footprint, transitioning to
renewable energy and their aspirations for
reducing carbon footprint, transitioning to
renewable energy, and enhancing energy
efficiency in production.
Our objective is to expand the screening of
sustainability criteria to a greater proportion
of our major spend suppliers through
collaboration with EcoVadis as well as utilising
Hikma’s own sustainability questionnaire sent
to selected suppliers. This commitment
underscores our continuous pursuit of
sustainable practices and responsible
business conduct throughout our
supply chain.
Energy consumption (MWh)
2020
2021
2022
1
2023
UK
Rest of
the world
Total
UK
Rest of
the world
Total
UK
Rest of
the world
Total
UK
Rest of
the world
Total
Electricity
129
223,634
223,763
125
209,778
209,903
116
247,011
247,127
167
218,854
219,021
Fuels
871
217,644
218,514
882
209,646
210,528
882
178,326
179,208
1
211,373
211,374
Emissions intensity by revenue
2
(tCO
2
e / $m revenue)
2021
2022
1
2023
Scope 1 and 2 emissions (market-based) / revenue
47.1
47.9
43.0
Scope 1 and 2 emissions (location-based) / revenue
50.0
48.4
44.2
1.
Emissions for 2022 have been restated by -3% as we continue to improve our monitoring
and analysis of environmental metrics
2.
Emissions intensity is calculated using Group-wide revenue ($m)
Revenue 2021: 2,553
Revenue 2022: 2,517
Revenue 2023: 2,875
52
Hikma Pharmaceuticals PLC | Annual Report 2023
GHG emissions, Scope 3 (tCO
2
e)
Scope 3
category
Category
description
Notes
2021
2022
2023
1
Purchased goods and services
636,171
740,412
799,426
2
Capital goods
48,054
46,913
47,343
3
Fuel & energy related activities not included in Scope 1
or Scope 2
33,550
34,175
30,246
4
Upstream transportation and distribution
20,226
26,725
27,322
5
Waste generated in operations (including water)
1,171
4,058
3,105
6
Business travel
731
1,177
7,469
7
Employee Commuting
7,881
10,241
8
Upstream leased assets
not relevant
9
Downstream transportation and distribution
included in Category 4: Upstream
transportation and distribution
10
Processing of sold products
not relevant
11
Use of sold products
relevant, not yet calculated
12
End of life treatment of sold products
relevant, not yet calculated
13
Downstream leased assets
not relevant
14
Franchises
not relevant
15
Investments
relevant, not yet calculated
Total
3
739,903
861,341
925,152
Water and waste management
The use of water and the management of
waste are critical for the pharmaceutical
manufacturing process and we have policies
and practices in place to ensure we manage
both effectively and in compliance with laws
and regulations.
Following our assessment of water-related
risks across all of our locations in 2021, we
began a deep dive analysis of our facilities
located in water-scarce areas. In order to
address water scarcity in our locations
of operation, we are improving water
management systems and identified
opportunities and gaps to conserve and use
water more effiently. We also incorporated
water as part of the Executive Director’s
long-term incentive plan in 2023 and annual
bonus in 2024 with an aim to set water
management targets for all MENA sites by the
end of 2025. More information about water
and waste management will be included in
our 2023 Sustainability Report.
3.
Changes in Scope 3 emissions totals between years is partially due to the introduction of new emissions categories to our reporting boundary
GHG emissions, Scope 3
(tCO
2
e)
2
022
861,341
34,175
7,881
1,177
4,058
26,725
740,412
636,171
46,913
20,226
731
2
021
739,903
1,171
48,054
33,550
2
023
925,152
30,246
10,241
7,469
3,105
27,322
799,426
47,343
Purchased goods and services
Capital goods
Fuel & energy related activities not included in Scope 1 or Scope 2
Upstream transportation and distribution
Waste generated in operations (including water)
Business travel
Employee Commuting
We conducted a
deep-dive analysis of
water consumption for
sites located in water-
stressed areas.”
53
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
Acting responsibly at Hikma
continued
Ethics and Compliance
We are committed to upholding the highest
ethical standards in the conduct of our global
business operations. This is grounded in our
values: innovative, caring, and collaborative.
These values serve as the foundation for our
strong governance framework. Our Code of
Conduct (Code) sets out behaviours we
expect from our employees as we conduct
our business, and provides an overview of our
legal, regulatory, and ethical requirements.
Our Code provides guidance to our
employees and partners on the ethics of
Hikma’s business activities through the
identification and discussion of various
risks associated with our business. Hikma
employees, officers and directors are
trained on the Code of Conduct as part of
their orientation and are provided refresher
training on a periodic basis. In 2023, the Code
of Conduct training completion rate was 98%.
In addition to our Code, we have also
developed policies and procedures designed
to help employees and third parties put these
behaviours into practice. Through our global
compliance programme, we have adopted
internal controls and management processes
to ensure the responsible and ethical
conduct of our business. This includes
compliance with all relevant global and local
laws, codes and regulations wherever we
operate. We believe in transparency and
promote a culture that encourages
employees to raise any concerns about
potential violation of laws and regulations,
or any other behaviours or incidents that
do not comply with our Code of Conduct.
In addition, our speak up line provides
both internal and external stakeholders the
ability to raise concerns about suspected
misconduct confidentially. All cases received
are reviewed by our Legal and Compliance
teams, and investigated, as appropriate, by
Legal and Compliance personnel.
Substantiated violations of our Code of
Conduct or other policies and procedures
are addressed through our disciplinary
procedures.
Our Compliance, Responsibility and
Ethics Committee provides oversight of
our global compliance programme and the
management of associated risks, including
bribery and corruption. We have a zero-
tolerance policy for bribery and corruption at
Hikma. As a publicly listed company on the
London Stock Exchange (LSE), we are subject
to the regulations of the UK Listing Authority.
We also comply with the UK Bribery Act 2010
and the US Foreign Corrupt Practices Act, as
well as global anti-corruption standards and
local anti-bribery and corruption laws.
We operate a formal third-party due diligence
process for all third parties with whom we do
business. This uses a set of risk evaluation
criteria to place third parties into categories
based on level of risk. High-risk third parties
are subject to enhanced due diligence
processes. Additionally, third parties are
continuously monitored to identify potential
reputational and compliance risks including
sanctions, adverse media coverage and
political affiliations. In 2023, our management
team consolidated multiple platforms used
for supplier registration, onboarding, risk
and performance evaluation, sourcing, and
contracting by transitioning into a single,
multifunctional tool. It seamlessly integrated
with our ERP system, Moody’s risk data, and
EcoVadis’s sustainability rating tool to ensure
full transparency and adherence to our
risk processes.
Product quality and safety
Ensuring the wellbeing and safety of our
patients is the core of our mission. We uphold
a strict pharmacovigilance framework to
safeguard against patient harm and to
guarantee the safe, effective use of
our products.
We have globally aligned processes to
identify, assess, and communicate any
changes in the benefit-risk balance of our
products and to implement timely corrective
and preventative actions.
Our pharmacovigilance efforts span the
entire lifecycle of our products on a global
scale, adhering to all regional regulations
and deadlines for safety reporting.
Pharmacovigilance is monitored at
the highest levels of our business and is
included in our enterprise risk management
process, which is overseen by the Executive
Committee and the Board on a regular basis.
Upholding ethical standards
and acting with integrity
We are committed to
upholding the highest
ethical standards in the
conduct of our global
business operations.”
Building trust
through quality
in everything
we do
54
Hikma Pharmaceuticals PLC | Annual Report 2023
Ensuring the quality and
safety of our patients is
the core of our mission.”
To ensure the applicability, adequacy, and
effectiveness of our pharmacovigilance
system, we monitor our worldwide
compliance metrics on a monthly basis.
These metrics are documented in global
pharmacovigilance monthly reports and
are discussed in global pharmacovigilance
monthly meetings. Furthermore, findings
from pharmacovigilance audits and
inspections and the status of implementing
corrective and preventative actions are
discussed in quarterly pharmacovigilance
quality meetings.
Our marketed products (either manufactured
by Hikma or outsourced through partners)
comply with Current Good Manufacturing
Practices (cGMPs). We implement quality
oversight on our suppliers, partners and
sub-licensors to ensure that these
stakeholders are in full compliance with
regulatory standards and Hikma
requirements. Quality agreements are in
place to focus on compliance to cGMPs
and define each party’s responsibilities.
Risk-based cGMP audits are also conducted
on suppliers by our global quality team and
other reputable third-party consultants.
Maintaining constituency
in FTSE4Good Index
We maintained our membership of the
FTSE4Good Index Series for the ninth
consecutive year. The FTSE4Good is an index
of LSE-listed companies that demonstrate
strong Environmental, Social and Governance
(ESG) practices as measured against globally
recognised standards. The index assesses
the sustainability-related performance of
companies, particularly around addressing
themes including human rights, anti-
corruption, environmental performance,
health and safety, and community
engagement. FTSE4Good assessments are
used by a wide variety of market participants
to develop responsible investment funds and
other products.
55
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
TCFD Disclosure
We are including disclosures that are consistent with
the Task Force for Climate-related Financial Disclosures
(TCFD) recommendations.
In accordance with Listing Rule LR 9.8.6 (8) we are including disclosures that are consistent with the TCFD recommendations, recognising that
we will continue to improve and refine our implementation of the recommendations. We considered the TCFD’s All Sector Guidance. Data and
records which support the TCFD disclosures are retained in accordance with the requirements for listed entities. This section summarises our
progress as of 31 December 2023 against the four TCFD pillars and 11 recommendations. We are consistent with nine and partially consistent
with two recommendation(s), as set out on page 56,57.
Compliance statement and index table
Alignment:
Aligned
Work in progress
Disclosure
Alignment
Status
Reference
Governance
a) Describe the board’s oversight of
climate-related risks and
opportunities
The Board has ultimate responsibility for the sustainability strategy and
impact of climate change. Climate-related risks are documented on the
emerging risk register
Page 58
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities
The Executive Vice President (EVP) Strategic Planning and
Global Affairs, a member of the Executive Committee, leads
TCFD implementation through a cross-functional working group
The Environmental Sustainability Committee, chaired by two Executive
Committee members, oversees our climate-related action plans
Page 58
Strategy
a) Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium, and long term
Through our climate scenario analysis (CSA), we assessed
climate-related risks associated with carbon pricing, energy
pricing, water stress, physical impacts such as floods and storms
on our facilities
Page 61
b) Describe the impact of climate-
related risks and opportunities
on the business, strategy, and
financial planning
The financial impact of climate-related risks has been considered
over three time horizons to 2050
Until 2030, which is considered to be short term for the purpose
of climate-related risk analysis, financial impact is not material
Page
62, 63
c) Describe the resilience of our
strategy, considering different
climate-related scenarios, including
a 2°C or lower scenario
The results of our CSA show that climate change is not expected to have
a material impact on the Group’s strategy or financial viability for the
time horizon to 2030. Our CSA, longer-term viability statement
and impairment tests are aligned through common scenario inputs
Page 64
56
Hikma Pharmaceuticals PLC | Annual Report 2023
Target
Alignment
Status
Reference
Risk management
a) Describe processes for identifying
and assessing climate-related risks
In 2023 we reviewed and updated our climate-related risk and
opportunities register including input from a business stakeholder
workshop, peer review benchmarking, risk management programme,
and other sources
The TCFD Working Group assessed risks and opportunities from the
updated risks register in terms of likelihood, velocity and impact at
group level
Page 59
b) Describe processes for managing
climate-related risks
Climate-related risks are identified, assessed and managed by teams
across the organisation. The risk score and our risk appetite determine
the level of escalation and monitoring within Hikma’s risk management
framework
Page 60
c) Describe how processes for
identifying, assessing and managing
climate-related risk are integrated
into overall risk management
We regularly review TCFD alignment as part of our enterprise risk
management process, where climate change is characterised as
an emerging risk
Page 60
Metrics and targets
a) Disclose metrics used to assess
climate-related risks and
opportunities in line with strategy
and risk management process
Metrics used to assess our climate-related risks and opportunities
include Scope 1, 2 and 3 emissions, electricity consumption, emissions
intensity, water consumption and waste generation among others
Page 65
b) Disclose Scope 1, Scope 2 and
Scope 3 GHG emissions and
related risk
We disclose details of our Scope 1, Scope 2 and seven relevant
categories in Scope 3 GHG emissions. We are reviewing the impact and
materiality of the remaining Scope 3 categories for further analysis and
possible future disclosure. Increasing energy costs and carbon pricing
present potential risks to our business
Pages 51,
53
c) Describe targets used to manage
climate-related risks and
opportunities and performance
against targets
We are targeting to reduce our Scope 1 and 2 GHG emissions by 25% by
2030, using a 2020 baseline. In 2023, we used an interim target to
reduce emissions (see performance update in the Sustainability
section). We are actively engaging with our value chain partners to
partially mitigate the impact of carbon cost pass-through in the future
Page 50
Key improvements in 2023
Refined climate scenario narratives
provide deeper insights into potential
climate-related risks and opportunities,
including the significance of their
financial impacts
Critical business stakeholders have
been proactively engaged in pinpointing
potential climate-related risks and
opportunities that could influence their
business areas
Strengthened governance and more
effective communication of climate-related
risks and opportunities with the Board has
now been established
Key improvements planned for 2024
We will continue to analyse Scope 3
categories that are relevant but not
yet calculated
We will continue to develop our
understanding of how we might benefit
from climate-related opportunities
We will expand our CSA on water stress
risk for other MENA countries
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Strategic report
TCFD Disclosure
continued
Governance
Board level oversight
Our Board of Directors has overarching
oversight of our environmental sustainability
strategy and considers climate-related
matters throughout the year. Our EVP
Strategic Planning and Global Affairs
provides ESG-related updates to the Board,
including climate-related risks and
opportunities, progress against environment-
related targets and any changes in risk status,
in scheduled bi-annual meetings. The Board
has ultimate responsibility for the Group’s
approach to risk management and internal
control. The Audit Committee oversees risk
management and internal control activities
with delegated authority from the Board
(see Risk Management section, page 68).
The TCFD working group presented the
findings from the TCFD work this year to the
Audit Committee. A general progress report
is sent to the Executive Chairman of the
Board three times a year, that includes a
section on TCFD-related projects progress
and environmental impact reporting. The
Remuneration Committee linked
environment-related targets to the 2023
Annual bonus as well as the 3-year Long
Term Incentive Plan (LTIP) for the Executive
Chairman and Executive Vice Chairman of
the Board, those were related to emissions
reduction and water stress mitigation.
ESG-related initiatives have been included
in our five-year capital expenditure business
plan, overseen by the Board.
Management level leadership
Our EVP Strategic Planning and Global
Affairs, who reports directly into our CEO,
heads up the TCFD working Group, that
started in 2021 and consists of senior
representatives from Group Risk
Management, Procurement, Finance,
Sustainability and Investor Relations. This
group leads our internal cross-functional
efforts to integrate the TCFD
recommendations into our business
and meets on a regular basis. Our crisis and
continuity teams work closely with members
of the TCFD working group and provide
valuable insight into the potential impact of
climate-related risks on our operations. In
addition, external consultants help progress
our understanding of Hikma’s climate-related
risks and opportunities. The Environmental
Sustainability Committee reviews metrics,
progress against TCFD recommendations
and our targets and oversees the
development of action plans. We continue to
focus on strengthening our ESG governance,
including climate change, at all levels of the
organisation.
Our governance
structure ensures we are
effectively managing our
TCFD-related activities
in the Board and across
the organisation”
Governance of TCFD
Board
Overarching oversight of TCFD strategy
Executive Committee
Leadership of TCFD alignment and implementation
TCFD working group
Senior leaders in Finance, Risk, Sustainability,
Procurement, Legal, and Investor Relations
implement TCFD
Site management
teams
Finance team
Sustainability
management team
Risk management
team
Investor relations
Crisis and continuity management
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Hikma Pharmaceuticals PLC | Annual Report 2023
Risk management
Process for identifying and
assessing climate-related risks
We identify and assess climate-related risks
using a range of approaches. We conduct
risk identification and assessment exercises
as part of the enterprise risk management
process with all risk owners across the
business (see page 68) for details on our
risk processes). The outcomes of these
reviews feed into the TCFD working group’s
assessment of the most relevant climate-
related risks for Hikma. The TCFD working
group monitors relevant current and
emerging regulation, market risks,
reputational risks, technology risks and acute
and chronic physical risks. In 2022, we went
through an independent review of our CSA
work and our efforts to align with the TCFD
recommendations, concluding that we have a
well-developed TCFD response, year-on-year
improvement and clear management
processes to assess climate-related risk.
Our CSA exercises are robust, using publicly
available data and projections.
Climate Scenario Analysis (CSA)
methodology
To assess Hikma’s climate-related risks and
opportunities over the short, medium and
long-term, we have undertaken, with third
party support, a CSA and financial impact
assessment. The CSA assessed a range of
potential climate-related risks and
opportunities across different climate
scenarios and time horizons incorporating
public reference projections for changes to
the climate system, socio-economic
pathways, energy market dynamics,
technological progress and financial risks.
To support the narrative and understanding
of climate-related risks and opportunities,
we refined our climate scenario narratives in
2023. These narratives were informed by
climate projections, per the table below.
We have been performing CSA since 2021
and are continuously improving our insights.
The table shows the details of the climate
scenarios that we used over the years.
Time horizons used for CSA
Term
Years
Financial alignment
Short term
2023–2030
Include 5-year Business Plan and 3-year LTVS
Medium term
2031–2040
Next 8–16 years, asset life of equipment
Long term
2041–2050
Next 17–26 years, asset lifetime of properties and facilities
Climate scenario narratives in 2023
Low Carbon world (~1.5°C)
Orderly
This is a ‘Net Zero by 2050’ aligned
scenario where global temperature
rise is
limited to 1.5°C warming. The
transition is smooth and immediate
.
Transition risks are likely to
be experienced associated with
the transition to a green economy
however, physical risks will be reduced.
Low Carbon world (~1.5–2°C)
Disorderly
This is a ‘Net Zero by 2050’ aligned
scenario where global temperature rise
is limited to
1.5°C but the transition is
divergent and/or delayed
.
Significant transition risks
are likely
to be experienced associated with the
transition; however, physical risks will
be reduced.
High Carbon world (~3–4°C)
This is a ‘business-as-usual’ scenario
where global
temperatures rise to
3–4°C
above pre-industrial levels.
Climate policies are not sufficient
to achieve official commitments and
physical risks considerably increase
resulting in catastrophic impacts.
The Low Carbon world-Disorderly transition is considered the most relevant scenario to Hikma and those scenario assumptions have
been used in financial statement preparations for alignment.
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Hikma Pharmaceuticals PLC | Annual Report 2023
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Risks
Climate projections*
Associated climate scenario narrative
Timeline
Last assessed
Low Carbon
world
Orderly
Low Carbon
world
Disorderly
High Carbon
world
Physical risks
Impact of
storms
NOAA and Bank of England 1.5°C, 2°C, 4°C, based off
various NGFS Scenarios
Y
Y
Baseline
and out
to 2050
2021
Impact of
floods
IPCC RCP4.5 (~2.4°C), IPCC RCP8.5 (4°C)
Y
Y
Baseline
and out
to 2050
2022
Impact of
water stress
IPCC RCP 1.9, IPCC RCP 2.6, IPCC RCP 8.5
NGFS NZ, NGFS Divergent NZ, NGFS Current Policies
CBES LA, CBES NAA
IEA APS, IEA NZE, IWEA STEPS
Carbon Brief
Y
Y
Y
2030,
2050
2023
Transition risks
Impact of
carbon pricing
IPCC RCP 1.9, IPCC RCP 2.6, IPCC RCP 8.5
Y
Y
Y
2030,
2050
2023
Impact of
energy pricing
NGFS NZ, NGFS Divergent NZ, NGFS Current Policies
CBES LA, CBES NAA
IEA APS, IEA NZE, IEA STEPS
Carbon Brief
Y
Y
Y
2030,
2050
2023
*
CBES = Climate Biennial Exploratory Scenario, IEA = International Energy Agency, IPCC = Intergovernmental Panel on Climate Change, NGFS = Network for Greening the Financial System,
NOAA = National Oceanic and Atmospheric Administration, NZ= Net-zero
Integrating risk management processes
Climate-related risks are identified,
assessed, and managed by teams across
the organisation, depending on the nature
of the risk. Our risk management framework
(see page 68) provides a structure for
significant risks to be escalated and
integrated into our enterprise risk
management process.
Examples of how climate-related risks are
managed and integrated into existing risk
management activities include:
Longer-term viability assessment:
environment and climate change related
risks included in the scenario modelling
(see page 76)
Crisis and continuity management
programme: site assessments of physical
risks and controls (see page 74)
TCFD alignment is considered as part
of the ‘Reputation’ principal risk
Climate change occurrence is
monitored as an emerging risk
TCFD Disclosure
continued
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Hikma Pharmaceuticals PLC | Annual Report 2023
Strategy
Risks and opportunities identified
In 2023, we organised a workshop with key
stakeholders from different businesses,
corporate functions, and geographical
regions to review how our strategic business
drivers might be impacted by climate change.
Participants included our TCFD Working
Group (Investor relations, Finance,
Sustainability, Risk, Procurement) as well
as management from Operations, R&D,
Manufacturing, Engineering, Supply Chain
and Commercial. We explored how external
influencing factors such as regulation,
technology, energy costs, changing medical
needs, supply chain vulnerability and the
political landscape might translate into
climate-related risks to our business, and also
what kind of climate-related opportunities
might arise. We have updated our risk register
with several climate-related risks and
opportunities to further explore in 2024.
Our updated climate-related risk register
consists of 16 risks and opportunities.
Through our risk management framework
and assessment methodologies, we selected
the following climate-related risks and
opportunities, deemed to be most relevant
and for which modelling could be enhanced,
for further analysis:
Physical risks
Impact of extreme weather events,
including impact of severe floods
and storms
Impact of chronic changes to the
natural environment, including
increased water stress
Transition risks
Impact of carbon pricing, including
carbon pricing mechanisms, carbon
pass-through costs in the supply chain
and the increased cost of raw material
Impact of energy pricing
Climate-related opportunities
We acknowledge that climate change can
result in climate-related opportunities such
as the impact on stakeholder expectations,
talent attraction and retention. In addition,
changing demographics, migration and
evolving disease prevalence might drive
changing needs for certain medicines. We
have not yet quantified those opportunities.
In 2024, we will continue to develop our
understanding of how we might benefit from
those opportunities. As part of our energy
strategy, we invest in on-site renewable
energy where possible and appropriate.
Our geographical footprint covers a range of
locations, some with mature energy transition
strategies, and some with emerging
economies and developing energy transition
strategies. We are continuously monitoring
these developments.
Financial impact of climate-related risks
and opportunities
Materiality
For the purpose of climate risk analysis, we
apply a risk scoring matrix that considers
likelihood, velocity of risks, financial impact,
and a wide variety of possible impacts
including but not limited to delivery of
strategic objectives, patient safety, product
quality, reputation, continuity of supply,
management time and effort to remediate. In
the context of climate risk analysis, the CSA
results do not exceed our climate-related
financial materiality threshold in the most
relevant scenario Low Carbon world-
Disorderly transition.
We have been
performing CSA since
2021 and continuously
improve our insights”
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CSA findings
Please find summaries of our CSA findings below.
Financial impact – range across scenarios
Transition risks
2030 – Short-term
2040 – Medium-term
2050 – Long-term
Climate scenario narratives used
Impact of carbon pricing
Reflected as potential increase in
procurement costs in assessed
categories due to carbon fee,
if unmitigated
$3m - $10m
$7m - $40m
$8m - $76m
Low Carbon world – Orderly transition
Low Carbon world – Disorderly transition
High Carbon world
How did we calculate the potential financial impact of carbon pricing?
We used the EcoAct Carbon and Energy Pricing Tool, that is informed by academic research, CDP data, and publicly available carbon price
projections from the International Energy Agency. Cost exposure is calculated based on projected carbon and energy prices, combined
with Hikma’s projected consumption of relevant goods and services.
How would this risk affect operations and financial planning?
Direct emissions from Hikma’s purchased goods and services will be regulated by (future) carbon pricing mechanisms, climate regulation
and carbon tax. Carbon pass-through costs from 3rd parties in our supply chain, who are subject to carbon pricing (such as transport,
distribution suppliers) will have an indirect impact on our cost base. Raw materials and packaging costs may increase due to climate-related
constraints on plastics, labour and energy. We incorporated the following categories in our analysis: finished and semi-finished goods,
upstream transport, energy, API, packaging, excipients, and intermediates.
Our diverse global presence (North America, Europe, MENA) sees varying degrees of sustainability advancement in our manufacturing
countries, which necessitates constant monitoring and agile adaptation to evolving market conditions. For the time horizon to 2050 in a Low
Carbon world – Disorderly transition, carbon prices will increase, however we deem the financial impact still not material at this stage.
Although the range exceeds the materiality threshold in the context of climate-related risks, it is important to note that the upper end of the
range arises in the Low Carbon world - Orderly transition, a scenario that we deem unlikely to happen.
How are we managing this risk?
We routinely look at ways to manage our procurement costs and offset price increases. Our sustainable procurement programme aims to
better understand the carbon impact of purchased goods and services. As a key mitigation strategy, we engage with key material suppliers
to understand their carbon reduction objectives, and the activities they are undertaking to move to renewable energy and increase energy
efficiency in their operations. Through supplier engagement, we expect to be able to partially mitigate the impact of carbon cost pass-
through in the future. In our CSA, we calculated different potential mitigation scenarios, where the impact of carbon pricing would be
constrained. While current exposure is low, it is expected that carbon costs will increase over the coming decade as more countries
establish carbon prices. We continue to monitor developments.
Financial impact – range across scenarios
Transition risks
2030 – Short-term
2040 – Medium-term
2050 – Long-term
Climate scenario narratives used
Impact of energy pricing
Reflected as potential increase
in energy costs, unmitigated
Increase
$3m - $12m
Increase
$7m - $19m
Increase
$14m - $25m
Low Carbon world – Orderly transition
Low Carbon world – Disorderly transition
High Carbon world
How did we calculate the potential financial impact of energy pricing?
We used the EcoAct Carbon and Energy Pricing Tool, that is informed by price projections from the EnerData EnerFuture database. Cost
exposure is calculated based on projected energy prices, combined with Hikma’s projected consumption of electricity and natural gas.
How would this risk affect operations and financial planning?
It is not certain that Hikma will face increasing energy cost over time, as governments have not pledged to implement policies directly
intended to increase the cost of electricity and natural gas. However, limiting factors such as increasing energy demand because
of population growth, technology and renewable energy investment, in combination with interrupted supply because of natural disaster,
conflict and limited metals may increase energy pricing in our value chain. The financial impact relates to the potential change in Hikma’s
energy cost from a 2022 baseline, reflecting an increase in energy cost for electricity and natural gas at our manufacturing sites and offices.
In both Low Carbon world scenarios, electricity prices rise through 2030 but tend to fall sharply aſterwards, counterbalancing the impact
of increased consumption. To further improve the modelling, transition to lower carbon energies should be included, as well as increased
on-site generation capacity, which would reduce consumption and cost exposure.
How are we managing this risk?
Hikma is continuously evaluating opportunities to transition to renewable energy in each of our three regions (North America, Europe,
MENA). Opportunities differ in potential, depending on the maturity of the markets that we operate in and the required financial
investments. Where price increases might occur, Hikma may choose to accelerate site and country-specific adjustments to
substitute natural gas for electricity, and vice-versa. Future modelling should account for this possibility.
TCFD Disclosure
continued
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Hikma Pharmaceuticals PLC | Annual Report 2023
Financial impact – range across scenarios
Physical risks
2030 – Short-term
2050 – Long-term
Climate scenario narratives used
Increased frequency of extreme weather events
Reflected as potential event cost caused by extreme
weather event
No impact
anticipated
$25m
(storms)
Low Carbon world – Disorderly transition
High Carbon world
How did we calculate the potential financial impact of storms?
To calculate the potential financial impact of severe storms, we used data from the ThinkHazard database, the National Hurricane Centre
and the National Oceanic and Atmospheric Administration portal to determine climate-related risk exposure baselines. A financial impact
matrix was developed with degrees of asset and inventory loss or damage, and the length of operational shutdown was assumed based on
the qualitative and quantitative narrative for each storm category in the Saffir-Simpson Hurricane Wind Scale.
How did we calculate the potential financial impact of floods?
Hikma sites and key supplier sites were screened for both pluvial and coastal flood risk using the Aqueduct Flood Hazard Maps. In addition,
a 15 km radius around Hikma sites was screened for indirect pluvial flooding risk. Financial modelling was conducted using operational
disruption and loss from inundation at facility.
How would this risk affect operations and financial planning?
Extreme weather events impacting our facilities, might cause interrupted manufacturing or supply of key resources. They may impact
national infrastructure and could lead to power outages, restrictions on access for supply chain and workforce leading to downtime, lost
sales, fines and potentially in the end reputational damage. Extreme weather events may also impact critical suppliers leading to downtime,
lost sales, fines, and reputational damage. While no sites were identified with direct exposure to inundation risk, more research is needed to
assess the indirect inundation risk.
One site in the US was exposed to the risk of extreme storms. The potential financial implications of physical risks under the worst-case
scenario High Carbon world (for extreme weather events ) are anticipated to remain minimal through at least 2030.
How are we managing this risk?
With the insights from our modelling and understanding that these risks are not significant to our sites at this stage, we will continue to
engage with our operational facilities teams in the highest risk regions to ensure our business continuity and recovery processes are fit
for purpose.
Financial impact – range across scenarios
Physical risks
2030 – Short-term
2050 – Long-term
Climate scenario narratives used
Impact of water stress
Reflected as potential total water cost
$5m - $6m
$10m - $14m
Low Carbon world – Disorderly transition
Low Carbon world – Orderly transition
High Carbon world
How did we calculate the potential financial impact of water stress?
We looked at the potential future cost of water and potential EBIT loss due to production downtime as a result of water rationing. Total future
water costs in our CSA consist of municipal water supply costs and water tanker costs (including fuel price projections). We assumed that
the cost of municipal and tanker water change proportionally to water stress and a production site’s water consumption will increase
proportionally to the growth rate. At the same time, the number of days with lack of access to water supply increases proportionally to the
degree of water stress and the site’s water storage mitigation. All total costs are based off future water consumption projected using the
Hikma production growth rate.
How would this risk affect operations and financial planning?
Given that water is used for cleaning in our manufacturing processes, we consider water stress a risk. Water stress is likely to increase in the
future due to increases in demands for water from growing populations and industry and from a decrease in fresh water supply due to
climate change. Shortage and potential rationing of water could potentially lead to disrupted operations and could financially impact Hikma
both through increased cost of water supply and from loss of EBIT from production downtime. Only direct and tangible financial impacts
have been assessed in the 2023 CSA. Other consequences such as impacts to workforce, increased political unrest or conflict, and impacts
to third parties have not been assessed, but Hikma acknowledges them. Our CSA initially focused on four countries (Jordan, Saudi Arabia,
Algeria and Egypt) and shows that Hikma faces potential water stress in both baseline and future projection scenarios, resulting in
increased water costs and potential loss of EBIT due to production downtime. At this stage, impact figures are not currently material
and are mitigated by storage capacity.
How are we managing this risk?
To mitigate the risk of water shortage, we hold onsite storage capacity. Other mitigation actions include implementing water reduction and
saving initiatives on site.
Our executive remuneration goals steer us towards achieving good water management at all Hikma’s sites in MENA (where water stress is
most apparent) by establishing water management systems, processes and targets, and implementing opportunities for efficient water use.
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Strategic report
TCFD Disclosure
continued
Resilience of our strategy
The results of our CSA show that climate
change is not expected to have a material
impact on the Group’s strategy or financial
viability for the time horizon to 2030. Our
CSA, longer-term viability statement and
impairment tests are aligned through
common scenario inputs. We will continue
to strengthen our monitoring metrics and
understand where we need to improve our
mitigation controls.
Our model inputs in the CSA do not include
mitigating actions on the part of Hikma, our
suppliers, or governments, for example, and
cover time horizons well beyond our current
business planning. We recognise that
climate-related risks will continue to develop
over a significantly longer period and believe
that we will be able to adapt our strategy and
respond appropriately to emerging climate-
related risks that could have a material
impact on the Group in the future. Where we
identify any areas for improvement, we will
build clear action plans and ownership to
address these gaps and ensure our long-
term resilience.
Metrics and targets
We are committed to minimising our impact
on the environment. As a growing company,
we are working to measure and manage our
use of resources to ensure sustainable
growth. We recognise that manufacturing
and delivering medicines has an impact on
the natural environment and are committed
to the efficient and responsible management
of energy, water and waste, both within our
organisation as well as across our value
chain. In order to maintain our success as an
organisation, it is important that we continue
to manage resources responsibly and
consider long-term environmental
impacts where we do business.
Metrics to assess climate-related risks and
opportunities
We are disclosing our environmental
sustainability data including historical
data and calculation methodologies in
our Sustainability section (page 39). We
are measuring and managing our carbon
footprint and are disclosing our Scope 1,
Scope 2 and material Scope 3 emissions.
We provide details on our water consumption
and our waste management. We will continue
to analyse Scope 3 categories that are
relevant and material but not yet calculated.
Increasing energy costs or carbon pricing
present potential risks to our business.
In addition, as part of the ‘Reputation’
principal risk (see page 72), we monitor our
performance against external ESG ratings.
Executive remuneration
To ensure continued focus on Hikma’s
commitment to reduce emissions, we have
linked progress towards our climate-related
programmes to executive remuneration.
The Executive Vice Chairman’s performance
target for 2023 included a responsibility to
complete energy audits in two MENA
countries together with action plans for
achieving reductions. Also, we have
adopted water-related targets as part of
management’s Long-Term Incentive Plan.
More details can be found in the Governance
section on page 103.
The following table highlights metrics that
are linked to our climate-related risks and
that are helping us better understand
and monitor the impact of these risks.
Progress against targets is described
in the Sustainability section.
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Transition risks
Targets
Relevant metrics
Impact of carbon
pricing
Reduce Scope 1 and 2 GHG emissions by 25% by
2030, using a 2020 baseline.
Interim target 2023:
reduce Scope 1 and 2 by 17% using a 2020 baseline
complete energy audits in two MENA countries with
related action plans for achieving reductions
Scope 3 target not set.
Absolute emissions Scope 1, 2
Absolute emissions Scope 3 in category 1
(purchased goods and services), category 4
(upstream transportation), and category 9
(upstream transportation)
Impact of energy
pricing
No target set.
Energy consumption mix at manufacturing sites
Percentage renewable energy generated/purchased
Emissions intensity
Physical risks
Targets
Relevant metrics
Increased frequency
of extreme weather
events
No target set.
Proportion of facilities in an area subject to flooding
or storms
Number of sites with business continuity plans that
cover impact of severe weather events
Impact of water
stress
Achieve good water management at Hikma’s
MENA sites.
Interim targets:
establishing water management systems and
process, collecting and analysing robust data on
water usage, identifying gaps and opportunities for
efficient water use and setting water efficiency
targets
by the end of H1 2024, targets should be set for sites
in Jordan, Algeria, Egypt and Saudi Arabia, and
progress made against these targets by the end of
2025. By the end of 2025, targets should be set for
all other MENA sites
Change in m
3
water withdrawal
Change in m
3
water consumption in countries with
high water stress
Change in m
3
water discharge
Change in m
3
water treatment
Progress of water efficiency measures
Water consumption intensity
We are continuously assessing our environmental impact and developing and executing our plans to limit our impact and protect our
environment. In 2024, we will continue to develop and improve the metrics by which we monitor these risks and capture opportunities,
as well as the effectiveness of our controls.
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Strategic report
68
Risk management framework
69
Risk management activities
70
Case study: Sudan conflict
71
Principal risks and uncertainties
75
Going concern and longer-term
viability
78
Non-financial and sustainability
information statement
Risk
management
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Strategic report
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Risk management
enables us to fulfil our obligations and
provides assurance that our activities
are appropriately controlled.
Risk appetite
The Board determines the nature and extent
of the principal risks it is willing to take and
communicates this through the Group risk
appetite. The risk appetite outlines expected
management strategies and details limits and
tolerances on risk exposure for each of the
principal risks. It forms the foundation of the
ERM framework and guides management
decision-making across the Group. The risk
appetite is reviewed twice a year at Board-
level and is monitored by management
on an ongoing basis.
Risk governance
The Board has overall accountability for
the Group’s approach to risk management
and internal control. The Audit Committee
oversees risk management and internal
control activities with delegated authority
from the Board.
The Audit Committee reviews the material
risks facing the Group, considering different
sources of assurance, including executive
management, internal audit, and external
audit. The Chair of the Audit Committee
is a standing member of the Compliance,
Responsibility and Ethics Committee (CREC)
to ensure connection between the Board
Committees with primary risk oversight
responsibilities
1
.
Risk management framework
Risk context
Our purpose is to put better health within
reach, every day for healthcare professionals
and their patients. We bring patients across
North America, MENA and Europe a broad
range of generic, specialty and branded
pharmaceutical products.
The future is uncertain and carries risks for
our business. These risks may be threats or
opportunities related to our strategy and
delivery of our goals, our activities and
processes, the expectations of our
stakeholders, or our key relationships
and dependencies.
Find out more about the internal and external
context for risk management for the Group
in the ‘Our strategy’ (on pages 10–11),
‘Our business model’ (on pages 12–13)
and ‘Our markets’ (on pages 18–19)
sections of the report.
Risk strategy
Effective management of risk is fundamental
for the long-term success of the Group.
We operate an Enterprise Risk Management
(ERM) framework to ensure that we are
comprehensive and structured in our
approach. The framework enables a thorough
view of our risk exposure to be developed,
which informs our decision-making and
improves our strategic, tactical, operational
and compliance processes. The approach
Internal audit provides independent
assurance of the Group’s internal control
environment. For more details on our internal
audit approach see page 97.
The Group risk management function
enables and drives effective risk
management practices, guides global risk
owners in assessing and reporting their risks,
coordinates emerging risk assessments, and
establishes connections and partnerships
across the organisation to promote and
develop a responsible risk culture.
Compliance and internal control functions
with professional expertise in managing risk
and internal control in specialist areas are
in place across the organisation.
The CEO and Executive Committee have
direct ownership of risk management for the
Group. Risk management accountability is
fully embedded within their executive
responsibilities.
As part of the risk governance framework,
senior executives are assigned responsibility
for specific principal risks. These global risk
owners coordinate risk management
activities across the organisation with
support from management teams to manage
risk exposure in line with the risk appetite.
In 2023, we faced complex situations and
managed the risks with coordinated
and effective responses.
Risk management and internal control occurs across the organisation
Complementary management units perform and provide assurance over risk management and internal control through standards,
accountability, oversight, independent and external assessments.
Compliance and
internal control
Corporate Compliance
Quality Compliance
Group Risk Office
Internal controls
and assurance
Other compliance teams
Front-line
management
Operational activity
Management reviews
Executive
accountability
Executive Committee
Global risk owners
External advisers
Independent
assurance
Internal audit
External consultants
External audit
Board
oversight
Board of Directors
Audit Committee
Compliance,
Responsibility
and Ethics Committee
1.
Full committee terms of reference are available on
www.hikma.com
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Risk management activities
Risk management activities occur at all levels
of the organisation. The ERM framework
provides structure for these activities to
ensure consistency of approach, alignment
to the risk appetite and monitoring of our
risk exposure across the Group.
The Group risk management function
coordinates regular risk assessments to
review management of risks we already know
about, and to identify, analyse and evaluate
new and emerging risks. These assessments
are consolidated through the Group risk
management function and reported to
the Executive Committee by the global
risk owners.
Compliance and internal control functions,
and internal audit, also conduct regular
formalised risk assessments in relation
to their mandates.
Summarised reports and key outcomes
of risk assessments are reviewed by
management teams, the Audit
Committee and Board.
In addition to these core reporting processes,
various other risk management activities
occurred during the year.
Risk management in practice
Our ability to effectively manage risk enables
delivery of our objectives. To ensure we are
action-oriented in managing threats and
opportunities we categorise our risks
considering significance of exposure and
the opportunity for management action.
An example of our risk management in
practice is seen in the ‘Sudan conflict’
case study on the next page.
Strategic risks
Group level strategic risk assessments are
conducted by the Executive Committee
and Board of Directors with a formal review
on an annual basis to consider threats and
opportunities related to our strategy from
internal and external perspectives and
over various time horizons.
Emerging risks
Emerging risks are those that are newly
identified and have the potential to become
significant risks for the Group, those that
may already be well known but are rapidly
changing, or those that are developing over a
longer term that may have significant impact
on our ability to achieve our objectives.
Oſten driven by forces outside our control,
emerging risks may be mitigated by existing
control frameworks but are assessed to
determine if any aspects fall outside current
processes or if the controls in place may
become inadequate as the risk develops.
Our approach involves establishing
cross-functional teams to assess the threats
and opportunities, recognising these may
develop over an extended timeframe. The
risk assessment methods deployed vary and
may involve engaging with external experts,
scenario modelling, engagement with
existing risk mitigation programmes, and
development of new risk mitigation and
control strategies that will be sustainable
over the longer term.
We scan for emerging risks in a wide array
of domains, including economics and
geopolitics, social and demographic,
technology, legal and regulatory, environment
and sustainability, global and local workforce,
and business and competitive environment.
We focus our emerging risk assessments and
monitoring according to likelihood, impact
and velocity.
Examples of emerging risks that are
monitored include geopolitical instability
in the Middle East, changing working
models, development of generative
artificial intelligence, disruptive forces in
the competitive environment, and physical
and transitional climate change related
risks and opportunities.
Internal control activities
Compliance and internal control functions
across the Group develop and manage
internal control systems, frameworks and
processes for their areas of focus as part of
risk mitigation strategies, to meet internal
and external expectations, and to ensure
compliance with regulatory requirements.
Priorities for 2024
In 2024 we will continue to develop
connections and partnerships between
compliance and internal control functions,
and external groups to bring greater
assurance for the Group.
We will prepare and adapt to the updated
UK Corporate Governance Code.
We will further develop sustainability and
climate-related risk assessments alongside
our alignment with the recommendations
from the Task Force on Climate-related
Financial Disclosures (see pages 56–65
for more details).
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Strategic report
KHARTOUM
SUDAN
Risk management
continued
Case study:
Sudan conflict
The conflict in Sudan has caused
catastrophic disruption for the country,
and impacted our employees, our
business and the community we serve.
We responded to the situation and we
are adapting our operating model to
the new realities. See Note 6 on page
160 for information on the financial
impact to Hikma.
Situation overview
In April 2023, violent conflict erupted
in the Sudanese capital of Khartoum.
The conflict spread to other parts of the
country and has caused a humanitarian
crisis with millions of people displaced
from their homes and adverse impact
to the Sudanese economy
Borders closed and travel in and
around Khartoum became unsafe
The banking system was not operational
The health system was severely
impacted, with hospitals and
distributors operating at very
limited capacity
Risk management response
Structured response:
Our trained
Crisis Management Teams were
activated to respond to the rapidly
changing complex, abnormal and
unstable situation
Employee focus:
the safety and
support for our employees was the
priority of our response. Local
management established regular
two-way communication with the team
to ensure that, where possible given
the hugely challenging environment, we
were supporting their needs. Decisions
on restructuring the local organisation
were carefully considered and
employees were supported financially
Security:
arrangements were bolstered
at our premises to protect our people
and our assets
Board oversight:
the Board maintained
oversight and guided management’s
response throughout the situation
Halted operations:
as the situation
developed and as the impact of the
conflict on our people and premises
became clear we halted operations
Communication and disclosure:
once
the potential scale of the impact became
clear, we communicated externally to
highlight the financial significance of
the situation for the Group
Community:
we organised emergency
response medicine donations to
government through humanitarian
non-profit organisations
Insurance:
we worked with the insurance
provider on evaluating the losses and
providing all the support, documentation,
and any required information, to recoup
losses covered under the policy
Government and healthcare
authority:
we have engaged with
the regulatory authority and Ministry
of Health in Sudan to support
development of new procedures
to enable access to medicines via
importation from countries including
Jordan, Saudi Arabia and Egypt
Logistics and operating model:
with
the interests of patients and community
in mind we assessed alternative
business model options and have
started supply to the market in limited
volumes
Lessons learned:
we conducted reviews
of our response effectiveness which
have informed our resilience
programmes across the Group
Outcome
Through these and various other actions
we were able to support our employees
and the community, and take learnings
to continue to build the resilience of
our organisation as a whole.
We put the health and safety of
our employees and patients first.”
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Principal risks and uncertainties
The Group faces risks from a range of sources that could have
a material impact on our financial commitments and ability
to trade in the future.
The Board performs robust assessments of strategic, operating
and emerging risks for the Group considering our risk context
and input from executive management.
In 2023, Hikma faced the impact of geopolitical and macroeconomic
events, including the conflict in Sudan and the ongoing economic
challenges affecting Egypt which impacts our supply chain and
currency exchange. The situation in the Middle East and Red Sea is
closely monitored for developments and consequences for Hikma,
including increased shipping costs and lead times. These situations
are managed to the degree possible by local, regional and group
management teams across multiple principal risk areas, overseen
by the Executive Committee and Board.
The Board adjusted the ‘Industry dynamics’ principal risk description
to include reference to geopolitical events, macroeconomic factors
and local political action to better characterise the risk for Hikma in
light of the events of the year. The previous ‘Organisational
development’ principal risk has been renamed ‘People’.
The Board determined that the principal risks facing the Group have
not materially changed over the year and that there are no new
principal risks to be added.
The set of principal risks should not be considered as an exhaustive
list of all the risks the Group faces. Certain risk factors are outside
the control of management.
The Board recognises that the principal risks are dynamic and
that management of these risks must be continuous as the risk
environment changes. The Board is satisfied that the principal
risks are being managed appropriately and consistently within
the target risk appetite.
Effectively managing these risks is directly linked to the performance
of our strategic KPIs (see pages 16–17) and the delivery of the
strategic priorities outlined on pages 10–11. Our principal risks are
set out below with examples of management actions that help to
control the risk; the actions described do not include all actions
taken by management.
Industry dynamics
Risk description
Management actions
The commercial viability of the
industry and business model we
operate may change significantly
as a result of geopolitical events,
macroeconomic factors, local
political action, societal pressures,
regulatory interventions or changes
to participants in the value chain of
the industry.
Leveraging the quality, reliability and flexibility of our manufacturing facilities for partnerships (such as
contract manufacturing)
Completed the acquisition of part of the Akorn business through a bankruptcy process, including
manufacturing equipment and portfolio and pipeline products (see page 185)
Continued to collaborate with external partners for in-licensing partnerships, including complex and
differentiated areas (eg biosimilars in MENA)
Adapted our business model in Sudan as a result of conflict to continue to supply medicines
Responding to economic and supply chain challenges in Egypt with increased safety stock of raw and
packaging materials for products, use of local alternative suppliers, and managing demands for USD
Investing in increased local manufacturing capacity and capability with construction of new plants in
Algeria, Morocco, Tunisia
Completed technology transfer to increase regional capacity and access in Morocco and Algeria
Brought online two new high-speed manufacturing lines in Portugal and Cherry Hill
Product pipeline
Risk description
Management actions
Selecting, developing and
registering new products that
meet market needs and are aligned
with Hikma’s strategy to provide a
continuous source of future growth.
Continuous alignment of commercial and R&D organisations to identify market opportunities and meet
demand through internal portfolio
Bolstered pipeline through business development deals and established strategic partnerships to introduce
new technologies in our regions
Continued to develop R&D expertise to develop complex generic products (injectables and non-injectables)
Continued to leverage dedicated bioequivalence facility (IPRC) to support projects
Continued to develop synergies with Hikma Chemicals for supply of API for R&D
Expansion of Generics into Canada with first filing in the market
People
Risk description
Management actions
Developing, maintaining and
adapting organisational structures,
management processes and
controls, and talent attraction and
retention to enable effective delivery
by the business in the face
of rapid and constant internal
and external change.
Managed organisational changes related to new CEO, President of Injectables, Chief People Officer, new
Corporate Quality Compliance/Health and Safety Executive Committee role, General Counsel, Corporate
Engineering, Chief Compliance Officer, Company Secretary, and other roles
Creation of Leadership Council to support our Executive Committee, and to improve communications among
leaders at every level within Hikma
Refreshed and expanded succession plans for Executive Committee members and senior management
Continued to advance our diversity, equity and inclusion programme with global and local initiatives
Continued our efforts to upscale leadership capabilities within senior management and first line managers
through delivery of leadership development programmes, Hikma academies, and new people managers’ guide
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Strategic report
Risk management
continued
Reputation
Risk description
Management actions
Building and maintaining trusted
and successful partnerships with our
stakeholders relies on developing
and sustaining our reputation as
one of our most valuable assets.
Managed internal and external communications related to CEO transition
Internal and external monitoring and management of issues that may impact reputation, including
announcement of opioid settlement, see page 160
Focused our editorial delivery to communicate our progress against our business strategy and
Acting Responsibly framework leveraging our digital communication channels to engage external
and internal stakeholders
Engaged on a regular basis with investors and analysts, including the attendance of conferences,
hosting meetings with management and investor relations team
Embedded wider organisational ESG Governance structure, including establishment of dedicated
cross-functional committees led by Executive Committee members
Cross-functional working group continued to integrate environment and climate-related matters
into the business
Continued to develop understanding of climate-related risks and opportunities (see pages 59-65)
Established and developed strategic industry and community partnerships
Ethics and compliance
Risk description
Management actions
Maintaining a culture underpinned
by ethical decision-making, with
appropriate internal controls to
ensure staff and third parties
comply with our Code of Conduct,
associated policies and procedures,
as well as all applicable legislation
Partnered with Procurement to establish new tool for continuous monitoring of third-party risk
Embedded continuous risk monitoring of existing third parties which informs third party auditing programme
Updated and refreshed various Corporate and local Compliance policies and procedures, including HCP
interactions, conflict of interest, speak up, and third party risk management
Strengthened Compliance department through continued development, training, and certifications
Continued review of the effectiveness of our compliance programmes and alignment to international best
practice expectations, including areas of anti-bribery and whistleblowing management
Continued participation in international anti-corruption initiatives, including the Partnering Against
Corruption Initiative (PACI) and the Business 20 Anti-Corruption Working Group
Information and cyber security, technology and infrastructure
Risk description
Management actions
Ensuring the integrity,
confidentiality, availability and
resilience of data, securing
information stored and/or processed
internally or externally from cyber
and non-cyber threats, maintaining
and developing technology systems
that enable business processes, and
ensuring infrastructure supports the
organisation effectively.
Continual assessment and enhancement of cyber controls to support business strategy and in response to
the changing threat landscape and cyber security events
Continued to implement strategic IT continuity and disaster recovery programme
Strengthened security team, security operations capabilities and expanded monitoring tools and systems 
Updated Global Information Security Policy and standards
Embedded programme of penetration testing, external cyber assessments, and response exercises
with leadership team
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Legal, regulatory and intellectual property
Risk description
Management actions
Complying with laws and regulations,
and advising on their application.
Managing litigation, governmental
investigations, sanctions,
contractual terms and conditions
and adapting to their changes while
preserving shareholder value,
business integrity and reputation.
Continuous assessment of developments in legal and regulatory frameworks and impact on the organisation
Agreed settlement in principle to resolve the vast majority of opioid-related claims, see page 160
Continued to monitor and manage litigation activity in the US pharmaceutical environment, including various
anti-trust matters, see page 186
Provided oversight on pricing committees assessing price changes to ensure thorough assessment
of business needs
Developed and updated policies and procedures, including those related to information security,
the acceptable use of Hikma IT assets, and the use of digital media by Hikma and its employees
Continued to implement controls and procedures to address risk of IP litigation in jurisdictions where
Hikma markets its products
Continued to implement internal communication and training to raise awareness, ensure understanding
and maintain a compliant culture across the organisation, including updated training on data privacy
and the GDPR, and confidential information
Developed employee guidance on appropriate use of generative AI
Inorganic growth
Risk description
Management actions
Identifying, accurately pricing and
realising expected benefits from
acquisitions or divestments,
licensing, or other business
development activities.
Maintained a healthy pipeline of opportunities to achieve Hikma growth strategy
Extensive due diligence of each acquisition in partnership with external support in order to strategically
identify, value, and execute transactions
Extensive Board engagement to review major acquisitions proposed by the Executive Committee to ensure
strategic alignment
Post-acquisition performance (financial and non-financial) monitored closely to ensure integration and
delivery on business plan
Post-transaction reviews highlight opportunities to improve effectiveness of processes
Continue to grow our pipeline through business development
Active pharmaceutical ingredient (API) and third-party risk management
Risk description
Management actions
Maintaining availability of supply,
quality and competitiveness of
API purchases and ensuring
proper understanding and
control of third-party risks.
Maintained rigorous selection and qualification process for new API suppliers
Continued to secure API supply continuity through qualification of alternate sources (internal or external)
and stocking strategies
Proactively managed inventory levels to avoid disruptions in supply chain and mitigate impact from inflation
(eg strategic buy, increased inventory level)
Continuous focus on building long-term supply contracts and strategic partnerships
Continue to increase the capabilities of our API sourcing team including increasing the local presence in key
API markets (eg China and India) for R&D and commercial sourcing to secure preferred access to capacity
and innovation
Fully automated due diligence screening process for onboarding and continuous monitoring of third parties,
including modern slavery, politically exposed persons, sanctions and other risk areas
Supplier Code of Conduct implemented and acknowledged by new suppliers
Embedded and continued to expand programme assessing our supplier’s sustainability performance
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Strategic report
Risk management
continued
Crisis and continuity management
Risk description
Management actions
Developing, maintaining and
adapting capabilities and processes
to anticipate, prepare for, respond
and adapt to sudden disruptions
and gradual change, including
natural catastrophe, economic
turmoil, cyber events, operational
issues, pandemic, political crisis,
and regulatory intervention.
Responded to disruptive events with values-led decision-making, prioritising the protection of the health
and safety of our employees and patients, including situation in Sudan
Closely monitoring developments in the Middle East and assessing potential impact on our people
and business
Continued to embed our integrated crisis and continuity management (CCM) programme
Reviewed and refreshed business impact analyses and business continuity plans for all manufacturing sites,
incorporating assessments of climate-change related threats
Coordinated IT Continuity and Disaster Recovery assessments at all manufacturing sites and key IT locations
Reviewed and upgraded site emergency response arrangements and capabilities across our facilities
Delivered instructor-led training to employees across the organisation to develop our resilience capability,
including cyber crisis response exercise with leadership team
Product quality and safety
Risk description
Management actions
Maintaining compliance with current
Good Practices for Manufacturing
(cGMP), Laboratory (cGLP),
Compounding (cGCP), Distribution
(cGDP) and Pharmacovigilance
(cGVP) by staff, and ensuring
compliance is maintained
by all relevant third parties
involved in these processes.
Hikma Quality Council provides oversight and shares best practice across the Group
Quality and safety culture driven throughout the organisation by global initiatives and regularly reinforced
by communication from senior executives
Continuous monitoring and assessment of potential contaminants in drug products (eg nitrosamines,
penicillins, non-penicillin beta-lactams, monobactams)
Facilities maintained as inspection-ready for assessment by relevant regulators
Oversaw cGMP compliance of third parties supplying APIs, raw materials, packaging components
and other GMP services
Continuous monitoring of the safety of products to detect any change to risk-benefit balance
through the global pharmacovigilance system
Continued to provide governance through cross-functional Drug Safety Committee and PV
Quality Committee
Financial control and reporting
Risk description
Management actions
Effectively managing income,
expenditure, assets and liabilities,
liquidity, exchange rates, tax
uncertainty, debtor and
associated activities, and reporting
accurately, in a timely manner
and in compliance with statutory
requirements and accounting
standards.
Continued with finance transformation projects, increasing the scope of the central Shared Services and
automation of Treasury operations
Established enhanced enterprise-wide fraud prevention and detection programme
Embedded enhanced standardised minimum standard set of controls for finance and related processes
Initiated process to provide close support to the new role of VP, Corporate Engineering to improve the overall
management of the CAPEX investments globally
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Going concern and longer-term viability
In accordance with the UK Corporate Governance Code 2018
Provisions 28–31 and other regulatory disclosure requirements,
going concern and longer-term viability assessments are provided.
Assessment of position and prospects
The Group’s current and forecast financial positions are used
to assess the going concern position and longer-term viability.
The position and prospects of the Group are assessed at
Executive Committee meetings and at the end of the financial
year. The assessments consider strategic and operational updates,
principal and emerging risks, financial reporting and forecasting
from the Chief Financial Officer, and through the development of
a business plan. The business plan takes into account our current
position, specific risks and uncertainties facing the business and
known changes to our organisation and business model.
The Executive Committee assesses the future strategic positioning
of Hikma as a company in the context of the changing business
environment. Aspects of this analysis are shown in ‘Our markets’
(see pages 18–19).
These various assessments are presented to the Audit Committee
and Board of Directors for independent scrutiny of management’s
assumptions and modelling approach. The Board also receives
regular updates on operational, strategic and financial matters
from executives.
Financial position
The going concern and longer-term viability assessments are
based on the financial position (as at 31 December 2023):
net cash flow from operating activities was $608 million
overall net debt was $976 million (1.2 times core EBITDA)
available borrowing capacity is $1,284 million of committed
undrawn long-term facilities (see Note 29 of the Group
consolidated financial statements on page 183). These facilities
are well-diversified across the subsidiaries of the Group and are
with a number of financial institutions
Financial covenants are suspended while the Group retains
its investment grade status from two rating agencies
1
. As of
31 December 2023 the Group’s investment grade rating was
affirmed by S&P and Fitch.
Future prospects
The Group’s base case forecasts take into account reasonable
possible changes in trading performance, including those that
may arise related to various inflationary effects, currency volatility,
facility renewal sensitivities, and maturities of long-term debt.
Assumptions
Financial modelling for the business plan and the going concern
and viability assessments is subject to assumptions related to:
launch and commercialisation of new products
market share and product demand rates
maintenance of certain product prices
political and social stability
ability to increase operational efficiency and reduce central costs 
effective tax rate being within the current guidance range
ability to refinance existing debt upon maturity (for longer-
term viability)
Going concern
For the purposes of assessing the going concern position the base
case and a forecast including severe but plausible downside risks
were analysed over a period longer than 12 months from the date
of signing the financial statements.
The analysis shows that Hikma is well-placed to manage its business
and financial risks successfully despite current uncertainties and
confirms that the going concern basis should be used in preparing
the financial statements.
1.
Fitch, Moody’s and S&P or any of their affiliates or successors
Severe but plausible downside risk
scenarios are used to test the viability
of the Group.”
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Strategic report
Longer-term viability
Viability period
The longer-term viability of the Group is assessed for a period
longer than for the going concern analysis. The longer-term viability
assessment was conducted for a period of three years, ending on
31 December 2026. This is the timeframe for acquisitions and business
development opportunities to become integrated into our business,
and for pipeline products to contribute as marketed products. Our
forecasts are more accurate in the near term than in the long term
and this limitation also applies to our viability assessments.
Stress testing, modelling and sensitivity analysis
Management developed severe but plausible multi-event risk
scenarios that could impact the business adversely.
The Group’s strategic objectives, principal risks (PR), assessments
of longer-term emerging risks (ER), management input, real-world
examples and the financial modelling assumptions listed above
were used to design the scenarios. Realistic but extremely severe
adjustments were further applied for sensitivity analysis.
The following hypothetical severe but plausible multi-event risk
scenarios were reviewed and assessed.
Longer-term viability scenarios
Scenario 1:
Information and cyber security, technology and
infrastructure (PR): Impacts of a ransomware attack affecting
endpoints and ERP systems were modelled with potential loss
of sales, general business interruption, and response and
remediation costs
Scenario 2:
Ethics and compliance (PR): The implications of a
systemic failure of the corporate compliance programme leading
to a regulator investigation were explored, including reputational
impact, fines and legal fees, loss of sales, remediation expenses,
and additional compliance costs
Scenario 3:
Industry dynamics (PR): Significant levels of
price erosion over and above business plan assumptions
Scenario 4:
Product pipeline (PR): Significant and extensive
delays to strategic product launches
Scenario 5:
Crisis and continuity management (PR): Escalation
and development of situations of political and social instability
in MENA markets were assessed with loss of sales recognised
Scenario 6:
API and third-party risk management (PR):
Significant disruptions to our raw and packaging materials
supply chain were modelled
Scenario 7:
Climate change (ER): Disruption as a result of extreme
weather events was assessed with impacts on certain facilities
including property damage and business interruption (see also
our disclosures related to climate change on pages 56–65)
Scenario 8:
Product quality and safety (PR): A prolonged regulator-
imposed restriction of a major US FDA-inspected manufacturing
site was modelled factoring in loss of sales and remediation
expenses, as well as a reduction to operating costs
Longer-term viability analysis
The consequences of each of these severe but plausible multi-event
risk scenarios were modelled over the forecast period and the impacts
on EBITDA, ability to meet our debt obligations, and cash flow
were determined.
The assessment shows that although the scenarios are severe, they
do not threaten the viability of Hikma. Headroom was comfortably
maintained throughout the viability period for each of the multi-event
risk scenarios.
The assessment and analysis did not rely on management actions
that could be taken in the circumstances to reduce the impact
and consequences of the risk events. Such actions, the ongoing
implementation of the ERM programme, and investment in
infrastructure and change initiatives are anticipated to continue to
enhance organisational resilience and support longer-term viability.
The outcome of these various quantitative and qualitative
assessments leads management to believe that Hikma is resilient
to downside risk scenarios. This is largely as a result of our financial
position (in particular our strong balance sheet and low levels of debt)
and is supported by the fact that our business is well-diversified
through geographic spread, product diversity, and large customer
and supplier bases. Further details are provided in the ‘Our strategy’
(pages 10–11), ‘Our business model’ (pages 12–13), and ‘Our markets’
(pages 18–19).
Risk management
continued
Our assessments show that Hikma
is resilient to downside risk scenarios.”
76
Hikma Pharmaceuticals PLC | Annual Report 2023
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
77
Risk management
continued
Non-financial and sustainability information statement
The table below summarises our position on matters relevant to the Non-Financial Reporting Directive, in line with the requirements of sections
414CA and 414CB of the Companies Act 2006. All references made are to publicly accessible information.
Summary
Further information and policies
Our business model
Our diversified business model allows us to respond to the
many opportunities and risks we face, while delivering value for
our stakeholders
Our business model, pages 12–13
Principal risks
Our risk management framework is designed to ensure we take
a comprehensive view of risk. This includes financial and
non-financial risks that may impact our business and
stakeholders
Risk management, pages 66–74
Environmental
matters
We are committed to making our operations more energy
efficient and environmentally responsible
We continue to improve the way we monitor our impacts,
pursuing projects that reduce our environmental footprint
We have put in place a target to reduce our Scope 1 and 2 GHG
emissions by 25% by 2030, using a 2020 baseline
We are aligning our internal processes and our public
disclosures are consistent with the Task Force on Climate-
related Financial Disclosures (TCFD) recommendations
Board-level oversight of environmental sustainability
Environmental matters are incorporated in our risk
management framework
We promote environmental sustainability in our supply chain
Protecting the environment, pages 50–53
GHG emissions reduction target, page 50
Climate-related risks and opportunities and their
impact, pages 59–65
Supplier Code of Conduct
1
Employees
Our employees have always been at the heart of everything we
do. As the driving force behind Hikma’s growth and success, our
people are our most valuable asset
We are committed to investing in the development
of our workforce and in protecting their health and safety. We
have 9,100 employees across North America, MENA, Europe
and ROW
Stakeholder engagement: employees, page 22
Empowering our people, pages 48–49
Code of Conduct
1
Upholding ethical standards and acting with integrity,
pages 54–55
Group Environmental, Health and Safety
Policy Statement
1
Principal risk: People, page 71
1.
Our public policies, codes and statements are available on
www.hikma.com
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Hikma Pharmaceuticals PLC | Annual Report 2023
Summary
Further information and policies
Social matters
In all of our markets, we work to meet social needs locally and
improve lives. We have developed programmes in key areas to
address social challenges:
providing better health
supporting education
helping people in need
Where our activities relate to other social matters, we seek to
understand the perspective of all stakeholders, determine our
role and make clear our position based on our values and
purpose
Stakeholder engagement, pages 20–25
Advancing health and wellbeing, pages 44–47
Addressing drug shortages in the US
1
Animal testing position
1
Principal risk: Reputation, page 72
Access to medicines, page 44-45
Tax strategy statement
1
Respect for
human rights
We respect and uphold the principles of the Universal
Declaration of Human Rights both within Hikma and across our
value chain
We object in the strongest possible terms to the use of any of
our products for the purpose of capital punishment
Upholding ethical standards and acting with integrity,
pages 54–55
Code of Conduct
1
Supplier Code of Conduct
1
Modern slavery act policy statement
1
Use of products in capital punishment
1
Principal risk: Reputation, page 72
Anti-bribery
and corruption
Our Compliance, Responsibility and Ethics Committee leads
our efforts to strengthen anti-bribery and corruption policies
and manage associated risks
As a publicly-listed company on the London Stock Exchange,
we abide by the regulations of the UK Listing Authority. We
operate in compliance with the UK Bribery Act 2010, the Foreign
Corrupt Practices Act as well as local laws and regulations
Upholding ethical standards and acting with integrity,
pages 54–55
Code of Conduct
1
Supplier Code of Conduct
1
Speak up channels
1
Principal risk: Ethics and compliance, page 72
Compliance, Responsibility and Ethics Committee
report, pages 101–102
Non-financial KPIs
We monitor the position, performance and impact of Hikma
across a wide range of financial and non-financial KPIs.
Non-financial KPIs are used to measure progress towards our
strategic priorities (pages 16–17), our exposure to risks (pages
71-74), and are in place in other areas throughout the
organisation as part of Hikma’s long-term sustainable growth
strategy and our commitment to helping people and improving
the communities in which we operate
GHG emissions reduction target, page 50
Minimising our impact on the planet, pages 50–53
Employees enablement and engagement, page 17
Audit Committee report, pages 97–100
Compliance, Responsibility and Ethics Committee
report, pages 101–102
Gender diversity: Board, Executive Committee, Senior
Leadership and Group, page 85
The Strategic report was approved by the Board of Directors and signed on its behalf by:
Riad Mishlawi
Chief Executive Officer
21 February 2024
79
Hikma Pharmaceuticals PLC | Annual Report 2023
Strategic report
82
Executive Chairman’s overview
84
Corporate governance at a glance
86
Leadership
89
UK Corporate Governance Code
94
Nomination and Governance
Committee report
97
Audit Committee report
101
Compliance, Responsibility and Ethics
Committee report
103
Remuneration Committee report
114
Annual report on remuneration
133
Other statutory disclosures
Corporate
Governance
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Hikma Pharmaceuticals PLC | Annual Report 2023
81
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Executive Chairman’s overview
We are committed to high standards of
transparency in corporate governance reporting
and work hard as a Board to provide strong and
stable leadership, supported by our corporate
governance framework.
Said Darwazah
Executive Chairman
Dear Shareholders
2023 has been an excellent year for Hikma,
all three of our businesses have contributed
to the success of the Group to deliver a set
of results ahead of our original expectations.
For our Board it has been a year of change,
our focus has been on successfully handling
changes to the Board and Executive
Committee while not losing sight of our goals
and delivering a solid financial performance.
Appointment of a new CEO
Following an extensive global search, the
Board and I were delighted to announce the
appointment of Riad Mishlawi as CEO with
effect from 1 September 2023. Having worked
alongside Riad for many years in his various
roles at Hikma, most recently as President of
the Injectables business, I have no doubt in
Riad’s leadership capability and know that he
will apply his focus on execution and delivery
to drive growth across the Group. Further
details on the CEO selection process are
included on page 94 and details on Riad’s
skills and experience are included on
pages 4 and 86.
Board and Committee
composition
As announced in our 2022 Annual Report,
we made a number of changes to the
composition of our Board and Committees
in 2023.
In April 2023 Victoria Hull was appointed as
Senior Independent Director and assumed
the role of Chair of the Nomination and
Governance Committee, this followed the
Annual General Meeting (AGM) where Patrick
Butler retired from these roles upon reaching
nine years of service as a Non-Executive
Director. Patrick also stepped down from the
Audit Committee and Remuneration
Committee at the same time; both
Committees require fully independent
membership under the UK Corporate
Governance Code 2018 (the Code) (nine
years of service is one of the circumstances
identified under Provision 10 of the Code as
likely to impair or that could appear to impair
independence). Patrick continued to serve as
We are proud of our diversity. 42% of
our Board are women and 33% are
from minority ethnic
1
backgrounds.”
1.
When assessed against UK ONS criteria
2.
The ethnicity categories used in the ethnic diversity survey were: White/Caucasian, Middle Eastern, North African,
Asian, Black, Hispanic, American Indian or Alaskan Native, Native Hawaiian/Other Pacific, Mixed/Multiple ethnic
groups/two or more races, Other and Prefer not to say.
82
Hikma Pharmaceuticals PLC | Annual Report 2023
a non-independent Non-Executive Director
to support the transitions to a new CEO and
new Senior Independent Director and we
thank him for his service and dedication to
the Hikma Board following his decision to
retire from the Board with effect from 29
February 2024. As Senior Independent
Director and Chair of the Nomination and
Governance Committee, Patrick greatly
assisted with directing our governance and
succession arrangements and leaves Hikma
well positioned for the future. Patrick has
been a great friend to Hikma and to me
personally. We wish him well for the future.
Riad Mishlawi joined the Compliance,
Responsibility and Ethics Committee on
his appointment as CEO in September 2023.
Succession planning
A key priority for the coming year is to review
succession plans for all our Board and senior
management roles. Aſter a number of new
appointments to the Board and Executive
Committee in September 2023, all filled by
internal candidates thanks to robust
succession planning processes, it is
imperative that we refresh our succession
plans for the future and carefully consider
our options. This review will be led by our
new Chief People Officer, Hussein Arkhagha,
and will be supported by the Nomination and
Governance Committee.
We will also review our succession plans for
the independent Non-Executive Directors,
noting that we have two independent
Non-Executive Directors reaching nine
years of service in 2025.
Diversity, equity and inclusion
As a Board we have always taken diversity
seriously, and our Board Diversity Policy
sets targets for the diversity of Hikma’s
Board in line with the gender and ethnic
diversity targets set by the Listing Rules,
the FTSE Women Leaders Review and the
Parker Review. We are proud to report that
Hikma meets all targets set for gender and
ethnic diversity at the Board. The Board
Diversity Policy is available on our website
at 
www.hikma.com
.
We acknowledge the importance of Diversity,
Equity and Inclusion (DEI) beyond the
boardroom and have adopted initiatives,
where permitted under applicable local laws,
in line with the voluntary target set by the
FTSE Women Leaders Review, to increase the
gender diversity of the senior management
team (direct reports to the CEO and the
senior leaders who report directly to them).
Our Remuneration Committee has integrated
targets, where permitted under applicable
local laws, to increase gender diversity within
the senior management population into the
performance measures for the Long-Term
Incentive Plan and Annual Bonus Plan,
further detail is included on pages 104,
118 and 122. Information on our senior
management and workforce gender diversity
is included on page 85 and information on
our broader DEI initiatives is included on
page 49.
During the course of the year the
Board carefully considered the voluntary
recommendation, published by the Parker
Review in March 2023, for FTSE 350
companies to set themselves a target for the
percentage of their senior management who
self-identify as being from an ethnic minority
1
.
Aſter a detailed review, acknowledging
Hikma’s diverse geographic footprint, large
global workforce, small UK workforce and
risks to workforce engagement, the Board
opted not to set an ethnic diversity target for
Hikma’s senior management population.
Although we decided not to set a target, we
do support the underlying objective of the
Parker Review to increase ethnic diversity
among senior management. In order to show
focus on this important issue we undertook a
detailed ethnic diversity survey of our senior
management population, using an expanded
list of ethnicities sensitive to Hikma’s
workforce
2
. We were pleased to see the
importance our senior management place on
this issue, with a response rate to the survey
of 78%. The survey showed that our senior
management population has a high level of
ethnic diversity and the results are set out
on page 85 along with other enhanced
ethnic diversity disclosures. We have
also committed to monitoring our senior
management ethnic diversity on an annual
basis. Further information on our decision-
making process is included on page 95.
Workforce engagement
For the Board to function well, it is
imperative that we engage with the
wider Hikma workforce, so as defined under
Provision 5 of the Code, Nina Henderson is
our designated independent Non-Executive
Director for workforce engagement. Nina
undertakes an active programme of
engagement each year which helps ensure
that workforce perspectives are considered
when undertaking Board and Committee
business and, outside of our Executive
Directors, ensuring that the Board is visible
among our colleagues. The engagement
programme is organised in conjunction with
the CEO and Nina formally reports to the
Board on her findings at each meeting.
During 2023 a number of our Non-Executive
Directors were able to engage closely with the
business, whether this was through induction
programmes for our Non-Executive Directors
appointed in 2022 or utilising opportunities
to visit Hikma facilities when Non-Executive
Directors were travelling in relation to other
external engagements.
This year’s activities involved participation
in events throughout the calendar year,
including:
attendance at a leadership team
meeting for the Injectables business
in Pennsylvania (US)
visits to manufacturing facilities in Amman
(Jordan), Portugal, Cherry Hill and Dayton
(NJ, US), Columbus and Bedford (OH, US).
During these visits, Non-Executive
Directors were able to tour the facilities,
inspect new machinery and meet with
local management and the wider workforce
visits to corporate offices in Amman
(Jordan), Berkeley Heights (NJ, US),
Paris (France) and Dubai (UAE) to meet
with local management, providing
opportunities to meet with the local
workforce in informal settings over
lunches and dinners
the Board held their annual strategy
meeting at the Berkeley Heights office in
New Jersey, the Board also held a dinner
with local management and visited Hikma
manufacturing facilities nearby
Nina used her engagement activities
to communicate with the workforce on
remuneration matters where appropriate.
Further detail on our workforce engagement
activities and outcomes, is included in our
Section 172 statement on page 22.
Stakeholder engagement
The Board undertakes significant efforts to
understand and take account of the needs
and perspectives of all of our stakeholders,
including customers, suppliers, employees,
regulators, 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 20 to 25. Information on our
Supplier Code of Conduct is included
on page 101.
On behalf of the Board, we look forward
to leading the business on delivering our
strategy for the benefit of all stakeholders
in 2024. Fundamental to that delivery is our
focus on continuing to operate effective
corporate governance practices.
Said Darwazah
Executive Chairman
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Corporate Governance at a glance
Business and strategy
Supported continual investment across all of
Hikma’s regions to expand our manufacturing
capacity and build our pipeline, continuing to
build our reputation as a high-quality and
reliable supplier
Built on our strategic partnerships in the MENA
region, signing exclusive licensing agreements,
giving us access to a strong pipeline of
innovative products in key therapeutic areas for
Hikma, including immunotherapy, dermatology,
biotechnology, oncology and central nervous
system disorders
Monitored the impact of headwinds resulting
from the devaluation of the Egyptian Pound
and the halted operations in Sudan
Supported efforts to utilise spare capacity in
our Generics plants for contract manufacturing,
resulting in new contract wins
Utilised our short supply chain and lead times
in Europe to address product shortages in
essential injectables medicines
Approved the acquisition of part of the Akorn
business through a bankruptcy process for
$98 million, including manufacturing equipment
and portfolio and pipeline products that will
support our US businesses. More information is
available in Note 35 on page 185
Launched new sterile injectable medicines in
Canada, providing important new treatment
options for patients and health care providers,
and building on our presence in the Canadian
market, following the acquisition of the
Canadian assets of Teligent in 2022
Monitored progress of our 503B sterile
compounding business in the US
Stakeholder focus
Careful consideration of stakeholder concerns,
in relation to the safety, security and wellbeing
(both physical and financial) of our local
workforce, following the halting of operations
at our Sudanese manufacturing facility. More
information is available on pages 22 and 70
Monitored the impact of high inflation on the
cost of living for our global workforce. More
information is available on page 22 and 103
Prepared for our first workforce engagement
survey following the appointments of our CEO
and Chief People Officer in September 2023,
bringing fresh perspectives to engagement
with our workforce
Strengthened our knowledge of stakeholder
priorities, receiving detailed briefings on issues
impacting our suppliers, customers, patients
and healthcare providers and meeting with
stakeholder groups representing government
and regulators
More information on stakeholder engagement
activities and outcomes is included in our
Section 172 statement on pages 20 to 25
Succession planning
Concluded the search for a new CEO,
appointing Riad Mishlawi as CEO with
effect from 1 September 2023
Monitored the handover of CEO responsibilities
from Said Darwazah to Riad Mishlawi, providing
support and guidance during the transition
and reviewing our governance structure
accordingly. Our Board role statements
are available on our website at
www.hikma.com
Completed induction programmes for the
Non-Executive Directors appointed towards
the end of 2022
Ensured continuity in the leadership of our
Injectables business, receiving updates on the
internal succession and appointment of Dr Bill
Larkins as President of the Injectables business
Key Board activities in 2023
Board experience
4.5
Governance
3.0
Cybersecurity
3.6
ESG
4.0
Commercial
3.8
Pharmaceutical
3.7
Manufacturing
4.1
Regulatory and political
4.1
Listed environment
4.0
Finance
3.8
Sales
4.7
Business ethics and integrity
4.6
Strategy and risk
1
No Experience
2
3
← | →
4
5
Excellent and Current
Board geographical experience
83%
Europe
92%
Global
83%
US
67%
UK
42%
MENA
Board priorities for 2024
Review succession plans for the Executive Committee, their direct
reports, and associated processes for talent management, following a
number of changes to Hikma’s leadership team in the second half of 2023
Agree succession plans for the independent Non-Executive Directors
reaching nine years of service in 2025
Implement agreed actions from the 2023 Board evaluation.
Further detail on the Board evaluation is included on page 96
Plan our annual strategic review meeting, ensuring it includes
opportunities for Board development and workforce engagement
Follow up on key priorities identified for implementation during
our recent workforce survey
84
Hikma Pharmaceuticals PLC | Annual Report 2023
Ethnicity
Gender
Board
Senior Management
2
Board
Senior Management
2
1
2
3
4
5
Minority ethnic
1
4 (33%)
1. White/Caucasian
22 (23%)
Women
5 (42%)
Women
23 (24%)
White
1
8 (67%)
2. Minority ethnic,
the minority ethnic
group includes:
38 (39%)
Men
7 (58%)
Men
74 (76%)
Executive Committee
– Middle Eastern 26 (27%)
– Asian
7 (7%)
– Mixed/Multiple
ethnic groups/
two or more races 2 (2%)
– Other
3 (3%)
3. Prefer not to say
1 (1%)
4. Did not respond
15 (15%)
5. Unknown
3
21 (22%)
Executive Committee
Group
Minority ethnic
1
4 (50%)
Women
1 (12%)
Women
3,167 (35%)
White
1
4 (50%)
Men
7 (88%)
Men
5,803 (64%)
Prefer not to say
130 (1%)
1.
Relates to Board and Executive Committee members who identify with one
of the relevant categories under Listing Rule 9, Annex 2
2.
Senior Management refers to the Executive Committee, direct reports to the CEO,
and senior team members who report directly to them (excluding administrative roles)
3.
Ethnic diversity data excludes our employees in France, Portugal, Germany, and Italy
due to local GDPR and labour law issues
Hikma subsidiary company directors
As required by the Companies Act 2006, the composition of our subsidiary
company boards is 46 men (81%) and 11 women (19%).
Diversity
(as at 31 December 2023)
Board agenda allocation of time
2023
2022
Corporate governance
11%
9%
Financial performance
12%
14%
Performance, operations and risk
31%
33%
Strategy and acquisitions
46%
44%
2023
2022
Board composition
31 December
2023
aſter 2024
AGM
Executive Chairman
8%
9%
Other Executive Directors
17%
18%
Non-Independent Non-Executive Directors
17%
9%
Independent Non-Executive Directors
58%
64%
2023
Aſter 2024 AGM
In compliance with Provision 11 of the Code, when excluding the Chairman,
the Independent Non-Executive Directors represent 64% of the Board as
at 31 December 2023 and 70% of the Board aſter the AGM in April 2024
following the retirement of Patrick Butler from the Board.
Attendance
Directors
Meetings attended
(8 scheduled and 2 unscheduled)
%
Said Darwazah
10/10
100%
Riad Mishlawi
1
3/3
100%
Mazen Darwazah
10/10
100%
Victoria Hull
10/10
100%
Ali Al-Husry
10/10
100%
Patrick Butler
10/10
100%
John Castellani
10/10
100%
Nina Henderson
10/10
100%
Cynthia Flowers
10/10
100%
Douglas Hurt
10/10
100%
Laura Balan
10/10
100%
Dr Deneen Vojta
10/10
100%
1.
Riad Mishlawi was appointed as CEO and joined the Board on 1 September 2023.
Independent Director tenure
(as at 31 December 2023)
Number
%
0—3 years
4
57%
4—6 years
1
14%
7—9 years
2
29%
85
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Leadership – Board of Directors
1. Said Darwazah
Executive Chairman
Appointed:
1 July 2007
(joined Hikma in 1981)
Nationality:
Jordanian
Experience:
Said served as Chief Executive Officer
from June 2022 to August 2023 and from July 2007
to February 2018 and as Executive Chairman since
May 2014. Said was Chairman and Chief Executive
of Hikma’s group holding company from 1994 to
2003 and Minister of Health for the Hashemite
Kingdom of Jordan from 2003 to 2006. Said has
over 40 years of experience in extensive leadership
roles at Hikma.
Qualifications:
Industrial Engineering degree from
Purdue University, MBA from INSEAD.
Other appointments:
Chairman of Royal Jordanian
Airlines and Dead Sea Touristic & Real Estate
Investments. Vice Chairman of Capital Bank,
Jordan. Board member of INSEAD and Dash
Ventures Limited.
4. Victoria Hull
A
N
Senior Independent Director
Appointed:
1 November 2022 as Non-Executive
Director (Senior Independent Director from
28 April 2023)
Nationality:
British
Experience:
Victoria has extensive senior executive
experience across a broad range of business, legal,
commercial and governance matters and strong
international experience. In her executive career,
Victoria was an Executive Director and General
Counsel of Invensys plc and Telewest
Communications plc. Victoria is a solicitor and
began her career at Clifford Chance LLC. Victoria
also served as Senior Independent Director of
Ultra Electronics plc.
Qualifications:
Solicitor, LLB (Hons) in Law from
the University of Southampton.
Other appointments:
Non-Executive Director and
Chair of the Remuneration Committee of Network
International Holdings plc, Alphawave IP Group plc
and IQE plc.
5. Ali Al-Husry
Non-Executive Director
Appointed:
14 October 2005
(joined Hikma in 1981)
Nationality:
Jordanian
Experience:
Ali joined Hikma as Director of Hikma
Pharma Limited and held various management and
leadership roles within the Group, before stepping
into an advisory role in 1995. Ali brings great
financial experience to the Board as well as an
in-depth knowledge of the MENA region and Hikma
Pharmaceuticals. Ali was a founder of Capital Bank,
Jordan, and served as CEO of Capital Bank, Jordan
until 2007.
Qualifications:
Mechanical Engineering degree
from the University of Southern California, MBA
from INSEAD.
Other appointments:
Director of Endeavour Jordan,
Microfund for Women, Capital Bank, Jordan, and
DASH Ventures Limited.
6. John Castellani
A
C
R
Independent Non-Executive Director
Appointed:
1 March 2016
Nationality:
American
Experience:
John brings experience of the
pharmaceutical and biotechnical sectors, business
ethics, and political and regulatory knowledge to
the Board. John was President and Chief Executive
Officer of Pharmaceutical Research and
Manufacturers of America (PhRMA) from 2010
to 2015. Prior to that he was President and Chief
Executive of Business Roundtable, an association
of leading US company chief executives. During his
career John has also held senior positions with
Burson-Marsteller, Tenneco, and General Electric.
Qualifications:
BSc in Biology from Union College
Schenectady, New York.
Other appointments:
Director of 5th Port.
2. Riad Mishlawi
C
Chief Executive Officer
Appointed:
1 September 2023
(joined Hikma in 1990)
Nationality:
Lebanese
Experience
: Riad was appointed as Chief Executive
Officer in September 2023, bringing deep
knowledge of Hikma, the pharmaceutical industry
and a strong track record of delivering profitable
growth and strategic expansion. From 2011 to 2023,
Riad served as Hikma’s President of Injectables,
significantly expanding the Injectables product
portfolio and manufacturing footprint while
maintaining focus on quality and efficiency,
helping transform the Injectables business into
a recognised market leader. Since joining Hikma in
1990, Riad has held various positions of increasing
responsibility including Head of Manufacturing
Operations at the Group’s former Generics facility
in Eatontown, New Jersey. He leſt Hikma in 1998
to join Watson Pharmaceuticals, where he was
Executive Director of Operations. Riad returned
to Hikma in 2004 and held a series of positions
in the Group’s Injectables business.
Qualifications:
BSc in Engineering and a MS
in Engineering and Management from George
Washington University.
Other appointments:
None
3. Mazen Darwazah
C
N
Executive Vice Chairman, President of MENA
Appointed:
8 September 2005
(joined Hikma in 1985)
Nationality:
Jordanian
Experience:
Mazen is responsible for the strategic
and operational direction of the business across
the MENA region. During his 38 years of service
at Hikma, Mazen has held an extensive range of
positions within the Group. He has previously
served as the President of the Jordanian
Association of Manufacturers of Pharmaceuticals
and Medical Appliances.
Qualifications:
BA in Business Administration
from the Lebanese American University,
Advanced Management Plan from INSEAD.
Other appointments:
Senator in the Jordanian
Senate. Trustee of Birzeit University and King’s
Academy. Member of HM King Abdullah’s
Economic Policy Council. Director of
Rakuten Medical Inc.
A
Audit Committee
C
Compliance, Responsibility and
Ethics Committee
N
Nomination and Governance Committee
R
Remuneration Committee
Chair
1
2
3
4
5
6
86
Hikma Pharmaceuticals PLC | Annual Report 2023
Find detailed biographies at:
www.hikma.com/who-we-are/leadership/
10. Laura Balan
A
R
Independent Non-Executive Director
Appointed:
1 October 2022
Nationality:
Romanian and British
Experience:
Laura brings a deep understanding
of international business, the pharmaceutical
industry globally, key sector trends and dynamics.
Laura is a retired partner of The Capital Group
Companies, the US investment manager, where
she was an investment analyst for 17 years, covering
the European healthcare and pharmaceutical
industries. Prior to this, Laura held associate and
analyst roles at The Goldman Sachs Group Inc,
where she focused on European healthcare and
pharmaceutical investment research.
Qualifications:
CFA Charterholder, BA (Hons)
in International Business from the Academy of
Economic Studies in Bucharest, Romania.
Other appointments:
Trustee and Chair of Finance,
Audit & Risk Committee of the Charter Schools
Educational Trust.
11. Dr Deneen Vojta
N
C
Independent Non-Executive Director
Appointed:
1 November 2022
Nationality:
American
Experience:
Deneen is a healthcare executive
with extensive experience in clinical medicine,
scientific research, and care delivery. Deneen
was the Executive Vice President for Research
and Development for UnitedHealth Group (UHG)
and Founder and CEO of MYnetico which was then
acquired by UHG. She also served as Chief Medical
Officer of ARIA Health Care System and Health
Partners of Philadelphia. In 2022, Deneen was
named a Modern Healthcare’s Top Innovator,
in 2014, she was an Emmy® Award winner and in
2013, a CES® Innovation Design & Engineering
Innovation Honoree.
Qualifications:
MD from the Temple University
School of Medicine and BS in Behavioral
Neuroscience from the University of Pittsburgh.
Other appointments:
Non-Executive Director of
Sensei Biotherapeutics. Advisory board member
of The Center for Health Incentives & Behavioral
Economics at Penn Medicine and Independent
Director of Canary Medical.
Other Directors who
served during 2023
12. Patrick Butler
Non-Executive Director
Patrick Butler will retire from the Board
with effect from 29 February 2024. Patrick
stayed on the Board as a non-independent,
Non-Executive Director for one additional year,
following nine years of independent service, to
support the transitions of responsibilities to a
new CEO and a new Senior Independent
Director and Chair of the Nomination and
Governance Committee.
Company Secretary
Helen Middlemist
Appointed:
1 January 2024
(joined Hikma in 2022)
Role:
Helen is responsible for advising on
relevant law, regulation and best practice
in relation to Hikma’s listing on the London
Stock Exchange.
7. Nina Henderson
A
C
N
R
Independent Non-Executive Director
Appointed:
1 October 2016
(Employee Engagement from 2019)
Nationality:
American
Experience:
Nina brings extensive experience
of manufacturing and distribution, marketing,
remuneration committee and stakeholder
engagement, gained through her executive and
non-executive career. Nina was Corporate VP of
Bestfoods and President of Bestfoods Grocery
prior to its acquisition by Unilever. During a 30-year
career with Bestfoods, she held a wide variety of
Global and North American executive general
management and marketing positions. Nina has
previously served as a director of Royal Dutch
Shell, AXA Financial, The Equitable Companies,
DelMonte, Pactiv and Walter Energy.
Qualifications:
Honours graduate and BSc from
Drexel University.
Other appointments:
Non-Executive Director and
Chair Remuneration Committee of CNO Financial
Group Inc and IWG PLC. Director of the Foreign
Policy Association, St. Christopher’s Hospital for
Children, VNS Health and Commissioner of the
Smithsonian National Portrait Gallery. Vice Chair
of the Board of Trustees, Drexel University.
8. Cynthia Flowers
A
N
R
Independent Non-Executive Director
Appointed:
1 June 2019
Nationality:
American
Experience:
Cynthia brings detailed knowledge of
the pharmaceutical and biotechnical sectors and
healthcare practitioner experience to the Board.
Cynthia was President and CEO of the North
American divisions of the global pharmaceutical
companies Ipsen and Eisai, and also held
leadership positions at Amgen and Johnson &
Johnson. For nearly a decade Cynthia served on
the Women’s Leadership Advisory Board at Harvard
University’s Kennedy School of Government.
Qualifications:
BSN from the University of Delaware
and Executive MBA from Wharton School at the
University of Pennsylvania.
Other appointments:
Non-Executive Director of
Lisata Therapeutics Inc. and Relevate Health Inc.
Non-Executive Director and Remuneration
Committee Chair of G1 Therapeutics Inc. Chief
Executive Officer of OMEZA Holdings Inc.
9. Douglas Hurt
A
C
N
R
Independent Non-Executive Director
Appointed:
1 May 2020
Nationality:
British
Experience:
Douglas brings significant financial
experience, having served as Finance Director of
IMI PLC from 2006 to 2015. Prior to this, he held a
number of senior finance and general management
positions at GlaxoSmithKline PLC, previously
having worked at Price Waterhouse. His career
has included several years working in the US as a
Chief Financial Officer and significant experience
in European businesses as an Operational and
Regional Managing Director. Douglas previously
served as Senior Independent Director and
Chairman of the Audit Committee of Tate & Lyle plc
and as Chairman of Countryside Partnerships PLC.
Qualifications:
Chartered Accountant and a Fellow
of the ICAEW, MA (Hons) in Economics from
Cambridge University.
Other appointments:
Senior Independent Director
and Chair of the Audit Committee of Vesuvius PLC.
Non-Executive Director and Chair of the Audit
Committee of the British Standards Institution.
7
8
9
10
11
12
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Leadership – Executive Committee
1. Riad Mishlawi
Chief Executive Officer
2. Mazen Darwazah
Executive Vice Chairman, President of MENA
For biographical details, see page 86.
3. Hussein Arkhagha
Chief People Officer
Joined:
2001
Nationality:
Jordanian
Role:
Hussein was appointed as Chief People
Officer in September 2023. He is responsible for the
Human Resources and Compliance Departments,
and overseeing legal and Company Secretarial
Departments. Hussein is a standing member of
the Executive Committee since 2017. Hussein has
held several executive positions during 22 years
at Hikma, including Chief Counsel and Company
Secretary, General Counsel, Head of Legal/MENA,
Head of Shareholders’ Department and Head
of Tax.
Qualifications:
Hussein holds a Master’s degree in
International Business Law from the University of
Manchester, under the UK Chevening Scholarship
Programme.
4. Bassam Kanaan
Executive Vice President,
Corporate Development and M&A
Joined:
2001
Nationality:
Jordanian
Role:
Bassam was appointed EVP, Corporate
Development and M&A in 2014 and has Group
level responsibility for strategic development,
acquisitions and alliances. He also has oversight
of the IT function, Global Procurement and Hikma
Ventures. Bassam has held several executive
positions during 22 years with Hikma, including
Chief Financial Officer in the period from 2001 to
2012. Bassam played a leading role in preparing
for Hikma’s IPO in 2005 and in its subsequent
M&A activity.
Qualifications:
US Certified Public Accountant and
Chartered Financial Analyst. BA from Claremont
McKenna. International Executive MBA from
Kellogg/Recanati Schools of Management.
5. Khalid Nabilsi
Chief Financial Officer
Joined:
2001
Nationality:
Jordanian
Role:
Khalid was appointed as Chief Financial
Officer in 2011 and is responsible for Group finance,
including reporting and capital management.
Khalid has held several leadership positions within
Hikma’s financial functions during 22 years with
Hikma, including VP Finance.
Qualifications:
Certified Public Accountant.
MBA from the University of Hull.
6. Susan Ringdal
Executive Vice President,
Strategic Planning and Global Affairs
Joined:
2005
Nationality
: American
Role:
Susan has served as EVP, Strategic Planning
and Global Affairs since 2012 and is responsible
for strategic planning, investor relations,
communications, ESG and corporate affairs.
Prior to joining Hikma, Susan worked for
Alliance Unichem and Morgan Stanley.
Qualifications:
BA in History from Cornell
University. MBA from London Business School.
7. Brian Hoffmann
President of Generics
Joined:
2009
Nationality:
American
Role:
Brian has served as President of Hikma’s
Generics business since 2015. Brian has significant
strategic and operational experience from
leadership roles at Hikma and prior pharmaceutical
and consulting roles.
Qualifications:
BA in Business Administration
from Boston University. MBA from the University
of Chicago Booth School of Business.
8. Dr Bill Larkins
President of Injectables
Joined:
2022
Nationality:
American
Role:
Bill was appointed as President of Hikma’s
Injectables business in September 2023. Bill has
extensive experience in the sterile injectable
generic market, having previously served as Chief
Executive Officer of Custopharm, which was
acquired by Hikma in 2022, and until September
2023 served as Hikma’s Senior Vice President,
R&D, Injectables.
Qualifications:
BSc in Chemistry from Purdue
University and a PhD in Analytical Chemistry
from The Ohio State University.
9. Julie Hill
Senior Vice President, Corporate Quality
Compliance/Health and Safety
Joined:
2016
Nationality:
American
Role:
Julie has served as Senior Vice President,
Corporate Quality Compliance/Environmental
Health and Safety since February 2024. Julie joined
Hikma through the 2016 acquisition of Roxane
Laboratories and most recently served as Vice
President, Quality, for Hikma’s Generics business.
Prior to that, she served in various leadership roles
with Hikma and predecessor companies at Hikma’s
Columbus, Ohio, generics manufacturing facility.
Qualifications:
Bachelor of Science degree in
Biochemical Engineering from Purdue University.
5
2
8
6
4
3
7
1
9
88
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
UK Corporate Governance Code compliance
Hikma is committed to high standards of
corporate governance and we work hard to
ensure compliance with the Principles and
Provisions of the UK Corporate Governance
Code (the Code) published in July 2018 and
the Markets Law of the Dubai Financial
Services Authority (the Markets Law). The
Code and associated guidance are available
to view on the Financial Reporting Council’s
website at
www.frc.org.uk
.
The report on pages 82 to 137 describes how
the Board has applied the Code and Markets
Law throughout the year ended 31 December
2023. The Board considers that this Annual
Report provides the information shareholders
need to evaluate how we have complied with
our current obligations under the Code and
Markets Law. Except as referred to in the
following section on the Executive Chairman,
regarding Code Provisions 9 and 19, Hikma
has complied with all relevant Principles and
Provisions of the Code throughout the year.
Executive Chairman
Provision 9 of the Code states that the chair
should be independent on appointment
when assessed against the circumstances
set out in Provision 10. The roles of chair and
chief executive should not be exercised by
the same individual. A chief executive should
not become chair of the same company. If,
exceptionally, this is proposed by the board,
major shareholders should be consulted
ahead of appointment. The board should set
out its reasons to all shareholders at the time
of the appointment and also publish these
on the company website.
Provision 19 of the Code states that the chair
should not remain in post beyond nine years
from the date of their first appointment to
the board.
The Board acknowledges that Said
Darwazah’s position as Executive Chairman
and his overall tenure are departures from
Provisions 9 and 19 of the Code. The
background to this role, rationale for the role
and safeguards to support our governance
structure are summarised below.
Background
The Executive Chairman role was created in
February 2018, following the appointment of
a new CEO. Previously, Said Darwazah was
the Chairman and CEO. The Board continues
to consider that it is important to retain
corporate memory, important relationships
and the culture of the organisation. Therefore,
it is valuable to retain Said’s services in a
strategic capacity.
The Board consulted shareholders prior to
Said’s appointment as Executive Chairman
and CEO in May 2014 and following the
change to the position of Executive
Chairman in February 2018.
Rationale
The Board is focused on the commercial
success of Hikma and believes that
continuing the position of Executive
Chairman is the best way to achieve success
for Hikma for the following reasons:
Continuity of strategy:
Said has been
a driving force behind the strategic
success of the business since 2007 and
the Board believes that it is important for
the continued success of the Group that he
remains in a strategic role. The Executive
Chairman’s role is to develop the Group’s
strategy in conjunction with the CEO.
The division of responsibilities for
our Executive Chairman and CEO
are available on our website at
www.hikma.com
Executive Chairman’s role:
the Executive
Chairman position is highly visible inside
and outside Hikma, providing leadership
to the Board and management of the
Company, acting as an ambassador
with business partners and advisers
to the organisation
Stakeholder engagement:
a significant
number of Hikma’s key political and
commercial relationships across the
MENA region, Asia and some continental
European countries are built on the
long-term trust and respect for the
Darwazah family such that the role
of the Executive Chairman remains key.
During the course of 2023 the Executive
Chairman undertook an active programme
of stakeholder engagement activities,
examples of which are highlighted below.
Said attended a number of meetings with
key shareholders; while holding the joint
role of Executive Chairman and CEO,
shareholder meetings focused on the
performance of the Group; and later in
the year, Said attended meetings with
larger shareholders alongside Riad
Mishlawi as part of the transition of CEO
responsibilities. Said also attended an
event, jointly hosted by the Access to
Medicine Foundation and World Economic
Forum, to facilitate discussions and agree
actions with government policymakers,
regulators, suppliers, manufacturers and
non-profit organisations on the evolving
role of generics and biosimilars
manufacturers and partners in ensuring
the supply of essential medicines in
low- and middle-income countries
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
UK Corporate
Governance Code
compliance
continued
Safeguards
The Board continues to operate the following
enhanced governance controls to support
the Executive Chairman role:
Governance structure review:
the
independent Non-Executive Directors
meet at least annually in a private session
chaired by the Senior Independent
Director. This meeting includes
consideration of the appropriateness of
the governance structure, the division of
responsibilities between the Executive
Chairman and the CEO and safeguards
for shareholders. During their 2023
meeting, the independent Non-Executive
Directors reviewed the succession plan
and the effectiveness of the governance
controls in place to support the Executive
Chairman role and concluded that the
Executive Chairman role should continue
Senior Independent Director role:
the
Senior Independent Director has an
enhanced role at Hikma, taking joint
responsibility, with the Executive
Chairman, for the annual Board evaluation,
setting the Board agenda, agreeing action
points and the minutes of the meetings
Committee Chair roles:
the Chairs of
the Board Committees and the Director
responsible for workforce engagement
undertake a significant amount of work
in the discharge of their responsibilities
Transparency and engagement:
Hikma
has always had the highest regard for
shareholders, with several of the original
investors from before listing still investing
and supporting Hikma today. Over the c.18
years since flotation Hikma has maintained
the highest standards of shareholder
engagement, which reflects the
importance placed in maintaining strong
investor relations and governance. To
underline the importance of shareholder
engagement, the independent Non-
Executive Directors monitor shareholder
sentiment in relation to the Executive
Chairman, paying close attention to
shareholder votes in favour of his
re-election at the AGM. On a rolling
five-year basis, shareholder votes in
favour of his re-election average 96%
The Board considers that the Executive
Chairman role is key to Hikma and does not
intend to make any changes to this structure
in the medium term. Should shareholders
require any further information relating to
these matters, questions may be directed
to the Company Secretary.
Corporate Governance report
continued
Independence
The Board reviews the independence of each
of its Non-Executive Directors during the year
as part of the annual corporate governance
review, which includes consideration of
progressive refreshment of the Board.
We are committed to ensuring that the
Board comprises a majority of independent
Non-Executive Directors, who objectively
challenge management, balanced against
continuity on the Board. This is also
important to meet the independence
requirements of the Board Committees.
The Board considers John Castellani, Nina
Henderson, Cynthia Flowers, Douglas Hurt,
Laura Balan, Victoria Hull and Dr Deneen
Vojta to be independent. These individuals
have extensive experience of international
pharmaceutical, financial, corporate
governance and regulatory matters, bring
strong independent oversight, continue
to demonstrate independence and were
not associated with Hikma prior to joining
the Board.
Since the AGM in 2023, the Board no longer
views Patrick Butler as an independent
Director. This is due to his total service with
Hikma reaching nine years in April 2023,
which Provision 10 of the Code identifies as
a circumstance likely to impair or that could
appear to impair independence. Following
the AGM in 2023 and to preserve the
independence of our Board, Patrick stepped
down as Senior Independent Director, Chair
of the Nomination and Governance
Committee and any memberships of Board
Committees requiring fully independent
membership under the Code. The Board
asked Patrick to stay on the Board as a
non-independent, Non-Executive Director
for a maximum period of one further year,
stepping down no later than the AGM in 2024
to allow time to aid the transition to a new
CEO and to fully support the transition of
responsibilities as Senior Independent
Director and Chair of the Nomination and
Governance Committee to Victoria Hull.
Patrick Butler will retire from the Board on 
29 February 2024.
The Board does not view Ali Al-Husry as
an independent Director, this is due to the
length of his association with Hikma, having
held an executive position with Hikma prior
to listing, and his involvement with Darhold
Limited, Hikma’s largest shareholder.
However, Ali continues to bring to the
Board broad corporate finance experience,
in-depth awareness of the Group’s history,
and a detailed knowledge of the MENA
region, which is an important and
specialist part of the Group’s business.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Culture
Governance framework
Our values
Hikma’s values build on our founder’s vision
of Hikma as a company with high ethical
standards, where our people thrive in a
supportive environment.
These values were introduced in 2020,
following engagement with our workforce
and a thorough review of our culture by
the Board.
In the Boardroom, we are reminded of our
values regularly and are guided by them
when making decisions and engaging with
the Executive Committee and the wider
workforce. Read more about our values at
www.hikma.com
.
Indicators of culture reviewed by the Board
and its Committees:
reviewing the volume and nature of
whistleblowing reports and outcome
of any investigations
internal audit reports and findings, as
attitudes to regulators and internal audit
can give an early indication of potential
culture-related issues
feedback reports on workforce
engagement activities
reviewing and monitoring compliance
with our Code of Conduct
receiving reports from the Compliance,
Responsibility and Ethics Committee
reviewing the results of our workforce
engagement surveys
first hand experience from engagement
with the workforce during site visits
Further information on the Group’s activities
as they relate to culture is available on pages
17, 22, 48 to 49 and 54 to 55.
The Board delegates some of its powers to
the CEO and operates with the assistance
of four committees.
The Board is responsible for establishing the
Group’s purpose, values and strategy, and
ensuring these are aligned with its culture.
The Board maintains a list of matters that can
only be approved by the Board. The matters
reserved to the Board can be found on our
website at
www.hikma.com
. The Board
delegates certain matters to its Committees
to assist it in discharging its responsibilities.
A summary of Committee activities in 2023
and priorities for 2024 can be found on pages
92 and 93. Full Committee reports can be
found on pages 94 to 132.
The Board delegates responsibility for
running the business and executing the
strategy to the CEO, who is supported in this
role by the Executive Committee. Biographies
for our Executive Committee members can
be found on page 88.
Our values
We are
Innovative
Innovative
We’re innovators, embracing new
perspectives to improve our quality
of thinking. We inspire ourselves and
each other, challenging perceptions of
what’s possible. We learn, adapt, and
are unafraid of failing in our pursuit
of excellence.
We are
Caring
Caring
We pride ourselves on our integrity
and commitment to caring for each
other, our customers, patients and
communities around the world.
We take the time to develop quality
relationships that are built on
understanding, fairness and respect.
We are
Collaborative
Collaborative
We trust and play to each other’s
strengths, sharing our ideas and
expertise to deliver high-quality
medicines. We’re transparent, keep
things simple and take responsibility;
never losing sight of our shared goal –
to put better health within reach,
every day.
91
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Members and attendance
Member
Meetings attended
Attendance
Victoria Hull (Chair)
1
5/5
100%
Patrick Butler
2
5/5
100%
Mazen Darwazah
5/5
100%
Nina Henderson
5/5
100%
Cynthia Flowers
5/5
100%
Douglas Hurt
5/5
100%
Dr Deneen Vojta
5/5
100%
1.
Victoria Hull assumed the role of Chair of the Nomination and Governance Committee
with effect from the close of the AGM on 28 April 2023
2.
Patrick Butler stepped down as Chair of the Nomination and Governance Committee
with effect from the close of the AGM on 28 April 2023 to preserve the independence
of the role of Chair of the Committee
Members and attendance
Member
Meetings attended
Attendance
Douglas Hurt (Chair)
5/5
100%
Patrick Butler¹
2/2
100%
John Castellani
5/5
100%
Nina Henderson
5/5
100%
Cynthia Flowers
5/5
100%
Laura Balan
5/5
100%
Victoria Hull
5/5
100%
1.
Patrick Butler stepped down as a member of the Audit Committee with effect from
the close of the AGM on 28 April 2023 to preserve the independence of the
Committee under the UK Corporate Governance Code 2018
Nomination and
Governance Committee
Audit Committee
Corporate Governance report –
committee overview
2023 activities
Completed the CEO search, overseeing the transition of
responsibilities to Riad and ensuring a thorough induction
Monitored the completion of induction programmes
for the Non-Executive Directors appointed in 2022
Oversaw enhancements to our processes for collection and
reporting of ethnic diversity data in response to voluntary
recommendations published by the Parker Review
2024 priorities
Detailed review of executive succession plans following a number
of new appointments
Consider succession plans for Non-Executive Directors
reaching nine-years of service in 2025
Plan for an externally facilitated review of the effectiveness
of the Board and its Committees
2023 activities
Monitored developments in relation to Audit and Corporate
Governance reform and regulatory changes, setting up
a fraud prevention and detection programme
Received an update on treasury risk management,
associated policies and internal controls
Reviewed our governance framework, approving updated
policies for the non-audit services and the employment
of former employees of the external auditor
Monitored the financial impact of halting operations in Sudan
2024 priorities
Oversee the implementation and testing of Hikma’s fraud
prevention and detection programme in readiness for the
new offence of failure to prevent fraud
Implement enhancements to our internal controls following the
publication of the updated UK Corporate Governance Code
Commence planning for an external audit tender
Allocation of time
Corporate governance
46%
Independence and conflicts
22%
Succession
32%
Allocation of time
Corporate governance
8%
External audit
20%
Financial reporting
37%
Internal audit
10%
Risk and internal control
25%
The full Committee report is on pages 97 to 100
The full Committee report is on pages 94 to 96
Please visit our website to view the terms of reference for our Committees:
www.hikma.com
92
Hikma Pharmaceuticals PLC | Annual Report 2023
Compliance, Responsibility
and Ethics Committee
Remuneration Committee
Members and attendance
Member
Meetings attended
(5 scheduled and
3 unscheduled)
Attendance
Nina Henderson (Chair)
8/8
100%
Patrick Butler
1
5/5
100%
John Castellani
8/8
100%
Cynthia Flowers
8/8
100%
Douglas Hurt
8/8
100%
Laura Balan
8/8
100%
1.
Patrick Butler stepped down as a member of the Remuneration Committee with effect
from the close of the 2023 AGM on 28 April 2023 to preserve the independence of the
Committee under the UK Corporate Governance Code 2018
Members and attendance
Member
Meetings attended
Attendance
John Castellani (Chair)
4/4
100%
Mazen Darwazah
4/4
100%
Riad Mishlawi
1
1/1
100%
Patrick Butler
4/4
100%
Nina Henderson
4/4
100%
Douglas Hurt
4/4
100%
Dr Deneen Vojta
4/4
100%
1.
Riad Mishlawi joined the Compliance, Responsibility and Ethics Committee on
1 September 2023
2023 activities
Continued to monitor and obtain independent reports
on ABC compliance developments, our speak up
programme, reporting lines and business integrity
Appointed a new Chief Compliance Officer
Continued delivering process enhancements in relation
to the ABC programme
Monitored the delivery of ethical and social responsibility
aspects of our CSR programme
2024 priorities
Assist with the delivery of the ethical and social
responsibility aspects of our sustainability programme
Broaden remit to oversee a wider range of sustainability topics,
beyond ethics, compliance and CSR
Enhance our modern slavery disclosure in relation to our due
diligence and supplier onboarding processes
2023 activities
Implementation of the Remuneration Policy
approved by shareholders at the 2023 AGM
Granted awards to Executive Directors and Executive
Committee members under the new share plans,
approved by shareholders at the 2023 AGM
Monitored executive performance in relation to the
new targets set for ESG and financial performance
Reviewed remuneration across the wider workforce
2024 priorities
Grant awards to the wider workforce under the share plans
approved by shareholders at the 2023 AGM, ensuring clear
communication to the workforce
Continue to monitor executive performance in relation
to the targets set
Allocation of time
Compliance
67%
Corporate governance
15%
ESG and CSR
18%
Allocation of time
Wider workforce issues
14%
Corporate governance
19%
Developing practices
14%
Setting executive remuneration
53%
The full Committee report is on pages 103 to 132
The full Committee report is on pages 101 to 102
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Victoria Hull
Chair, Nomination and
Governance Committee and
Senior Independent Director
Dear Shareholders
I am writing to you for the first time as Senior Independent Director
(SID) and Chair of the Nomination and Governance Committee (NGC
or the Committee). I was appointed to these roles in April 2023 to
help steer the development of the Group’s governance and
succession arrangements.
Succession
The Committee oversees succession for both Executive and
Non-Executive Directors and reviews the succession plans for
these roles at least once a year. Below Board level, the Committee
is responsible for ensuring that appropriate arrangements are in
place for senior positions, including the Executive Committee.
One of the priorities identified during the 2023 Board evaluation
was a detailed review of succession plans following a number of new
appointments to the Board and Executive Committee in the latter
part of 2023. Regular updates on the review of succession plans
have been scheduled with the Committee through 2024. Further
information on the 2023 Board evaluation is included on page 96.
Executive – appointment of a new CEO
On 12 April 2023, the Board was delighted to announce the
appointment of Riad Mishlawi as CEO with effect from 1 September
2023. Riad’s appointment followed an extensive global search in
conjunction with Heidrick & Struggles, an independent search firm
with no other connection to Hikma, appointed to assist in identifying
suitable candidates.
A structured timetable was adopted for the process, regular updates
and discussions were scheduled with the Committee and Board
throughout. A person specification was developed, shared with and
approved by all Board members. We then agreed a long list of external
candidates which, following separate individual meetings with Said
Darwazah, Patrick Butler, John Castellani, Cynthia Flowers and
Douglas Hurt, was distilled to a short list for more detailed interviews
with groupings of Directors on specialist subjects. At the same time
we undertook a leadership assessment of the Executive Committee,
which highlighted Riad as our preferred internal candidate. Riad went
through the same detailed interviews with Directors on the specialist
subjects as the external candidates. During the course of this process
all Directors interviewed all shortlisted external and internal
candidates. In early 2023 the Board were of the unanimous view
that Riad was the preferred candidate to become Hikma’s CEO,
appointing the Remuneration Committee to settle the terms of
the offer. We agreed a suitable transition period and target
appointment date of Q3 2023 to allow time for the orderly
transition of responsibilities internally.
The Board would like to thank Said Darwazah for stepping in as CEO
from 24 June 2022 to 31 August 2023. In addition to his responsibilities
as Executive Chairman, Said ensured continuity and minimised
disruption to the business while the Board identified and appointed
a permanent CEO.
Non-Executive
During 2022 we welcomed three new independent Non-Executive
Directors to the Board and in 2023 we completed their induction
programmes and transitioned the SID and NGC Chair role. These
changes have allowed us to develop our succession plans for the
independent Non-Executive Directors over the medium term.
John Castellani, Chair of the Compliance, Responsibility and Ethics
Committee (CREC), and Nina Henderson, Chair of the Remuneration
Committee and Director for workforce engagement, will reach nine
years of service in 2025 and, following recommendation by the
Committee, the Board approved successors for these important roles.
The successors will spend one year shadowing their incumbents and
will formally be appointed into these roles with effect from close of
business at the AGM in 2025.
The proposed successors and rationale for their appointments is set
out below:
Deneen Vojta has been named as successor for Chair of the CREC.
As a healthcare professional, Deneen has a keen interest in Hikma’s
sustainability programme, oversight of which is moving under the
CREC in 2024, and its impact on stakeholders, including healthcare
providers and patients. Deneen has served as a member of the
CREC for over a year, having joined on her appointment to the
Board in November 2022
Cynthia Flowers has been named successor for Chair of the
Remuneration Committee. Cynthia is an experienced member of
Hikma’s Remuneration Committee, having been a member since
her appointment to the Board in June 2019. She also brings outside
experience to the role, as Chair of the Compensation Committee of
G1 Therapeutics Inc
Laura Balan has been named as successor for Director for
workforce engagement. Laura has detailed knowledge of the global
healthcare industry and has taken a keen interest in engaging with
the workforce on recent trips to Hikma locations
Patrick Butler will retire from the Board with effect from 29 February
2024, having stayed on the Board as a non-independent, Non-Executive
Director for one additional year, following nine years of independent
service, to support the CEO transition and the transition of
responsibilities as SID and NGC Chair to me.
Balance
During the year, the Committee reviewed the composition of the
Board. This review included consideration of the skills and attributes
of each member, the balance between constructive challenge and
empowerment of the executive, the results of the recent Board
evaluation exercise and the current and desired level of diversity
in the Boardroom. I am pleased to report that the Committee
confirms that the Board continues to operate effectively and that
each member is valued for the experience and skills that they bring.
Skills and experience
The Committee continues to believe that a longer induction period
is desirable for new independent Non-Executive Directors to allow
for building understanding of the business and, where succession
for a Committee Chair is taking place, the transfer of knowledge and
relationships associated with the particular committee. Additionally,
the Board believes it is important for Directors to have significant
international experience at an executive level, a challenging yet
consensual style, and the highest level of integrity. The Committee
regularly considers whether there may be gaps in fulfilling the specific
Letter from the Chair
Nomination and Governance Committee
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Hikma Pharmaceuticals PLC | Annual Report 2023
and in-depth experience that the Board requires as a whole,
which focuses on the following areas:
strategy, culture and leadership
business environment in both the US and the MENA region
pharmaceutical manufacturing and distribution
development of new healthcare capabilities
listing regulations, investor perceptions and governance
Hikma supports Directors in their continued professional
development. As the Directors are highly experienced, their training
needs tend to be related to either ensuring awareness of changes
in the business, political and regulatory environments, or bespoke
training on particular areas for development. Therefore, Hikma
financially supports specific training requests and ensures that
Directors are briefed by internal and external advisers on a
regular basis.
During the year, the Board also received briefings on matters such as
the pharmaceutical competitive environment, healthcare business
development activity, external stakeholder perspectives, investor
perceptions, market sentiment, cybersecurity, business intelligence,
capital markets, emerging risks and regulatory developments.
Tenure
We anticipate that the independent Non-Executive Directors will
generally serve for a period of nine years or, if required to facilitate
an orderly transfer of responsibilities, until the next Annual General
Meeting (AGM) of the Company following the ninth anniversary
of their appointment. Their appointments are formally reviewed
aſter three years and again at six years.
Except for Patrick Butler, who will retire from the Board with effect
from 29 February 2024, each Director will stand for election or re-
election at the 2024 AGM. The position of each Director was reviewed
during the year as part of the consideration of succession
arrangements, independence issues, the annual governance
structure reviews, the Board and Committee evaluation processes
and the ongoing dialogue between the Executive Chairman and
the SID.
Time commitment
The Committee continues to review the external commitments
of each Director with a view to ensuring that the benefits of the
additional experience from their external commitments are not
outweighed by reductions in their commitment to Hikma. The
Directors achieve excellent attendance and spend significant time
delivering their responsibilities. Accordingly, the Committee considers
that there is currently an appropriate balance. The Committee will
continue to monitor the situation.
Diversity, equity and inclusion
The Board Diversity Policy was updated in December 2022 to take
account of the new diversity related disclosures and targets under
the Listing Rules, applying to financial years beginning on or aſter
1 January 2023. Hikma complied early, providing additional disclosures
in line with the new diversity disclosures and targets under the Listing
Rules in our 2022 Annual Report. This information is summarised on
page 85 and included in the prescribed format required under the
Listing Rules on page 135. Hikma supports the recommendations of
the Parker Review and the FTSE Women Leaders Review in relation
to Board diversity and has adopted the targets for Board diversity
set by both reviews. The Board Diversity Policy is available at
www.hikma.com
.
At a Group level, Hikma’s objective is to ensure that it has an inclusive
workplace that welcomes different cultures, perspectives, and
experiences from across the globe. Hikma is committed to attracting,
retaining and developing talented people, irrespective of their race,
colour, religion, age, sex, sexual orientation, gender identity, marital
status, national origin, present or past history of mental or physical
disability and any other factors either protected from consideration
by law or not related to a person’s ability to perform the relevant role.
This statement is included in our Code of Conduct and communicated
to all employees.
One of the pillars of the Group’s strategy is ‘people and responsibility’.
The Group’s policy and approach to diversity, equity and inclusion
(DEI), succession and appointments are a core part of this pillar. The
Committee monitors the DEI metrics which are detailed on page 85
and uses these as a reference point when considering the level of
achievement against its DEI initiatives. Hikma has successful
empowerment and talent development programmes to help all of our
people make the most of their potential, for more information please
see pages 48 and 49. Further detail on workforce diversity is provided
on page 85.
The Group’s talent acquisition policies for the three most senior
staff grades require a balanced list of candidates to support our
diversity goals.
Ethnicity
The Board considers that it has demonstrated strong ethnic diversity
since the formation of Hikma and has four Directors from ethnic
minority backgrounds (when assessed against UK ONS criteria),
representing 33% of the Board, including the Executive Chairman and
CEO. The Board has adopted and meets the targets set by the Parker
Review and diversity related disclosures under the Listing Rules to
have at least one Director identifying as minority ethnic.
The Board has not adopted the voluntary recommendation, published
in March 2023 by the Parker Review, to set an ethnic diversity target
for the senior management team (direct reports to the CEO and the
senior leaders who report directly to them). During the course of 2023,
the Committee received a number of updates on the voluntary
recommendation and spent time considering the appropriateness of
setting an ethnic diversity target for Hikma, a company with a diverse
geographic footprint and global workforce. Following a detailed review
the Board decided not to set an ethnic diversity target for the
following reasons:
the Parker Review is primarily focused on the UK, Hikma has a small
UK workforce, accounting for c. 9% of the senior management
population
following a GDPR and labour law review of the jurisdictions where
our senior management population are employed, Hikma was not
able to survey individuals in a number of countries, representing
c. 25% of our senior management population. Excluding such
a high percentage of our senior management would have an
adverse impact on our ability to set an ethnic diversity target
developments in the US relating to DEI targets
Hikma’s inclusive workplace
welcomes different cultures,
perspectives and experiences
from across the globe.”
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Process
The first stage of the exercise involved Lintstock engaging with key
stakeholders, in order to set the context for the review and to tailor
the scope to the specific circumstances of Hikma. All Directors
then completed an online survey addressing the performance
of the Board, its Committees and the Executive Chairman.
As well as addressing core aspects of Board and Committee
performance in 2023, the exercise included a skills analysis which
was used to support the assessment of Board skills set out on page 84
and identify topics for future Board briefing sessions.
Outcome
Lintstock’s report was discussed at a Board meeting in December
2023. We reviewed the areas receiving lower scores to ensure
alignment with key priorities and strategic issues identified by the
review to agree actions for 2024. The Board also reflected on the
status of priorities and actions agreed following the 2022 review
to ensure those items had been closed or had plans in place to
address them.
As a result of the 2023 review, the Board agreed the following
priorities for 2024:
Succession and talent management
: following a number of
changes to Hikma’s leadership team in the latter part of 2023,
including a new CEO, President of Injectables and Chief People
Officer, we agreed to undertake a detailed review of succession
plans for the Executive Committee, their direct reports, and
associated processes for talent management. Regular updates
have been scheduled with the Committee and the Board to
support the Chief People Officer in this exercise
Strategy and growth
: following the 2023 review, a number of
improvements were made to the Board strategy session held in
October 2023. Rather than waiting to the next strategy session in
2024, we agreed to strengthen discussions of key strategic issues in
the boardroom by integrating key items through the annual Board
calendar to ‘keep the conversation going’ in relation to items such
as capital allocation, return on invested capital and longer-term
capital expenditure
Executive Chairman’s appraisal
The Executive Chairman and I meet regularly to discuss matters
including Board succession planning, the performance of the Board
and how his role helps deliver and enhance that performance. This
builds on discussions that I hold with the independent Non-Executive
Directors as a group and commentary received through the Board
evaluation and other stakeholder engagement processes. The
Executive Chairman’s performance is also reviewed by the
Remuneration Committee as part of the determination of
performance-based compensation.
Director appraisal
The Executive Chairman, having taken into account the comments
from the Board evaluation and discussions with the SID, reviewed the
performance of each of the Directors during the year and concluded
that each Director contributes effectively to the Board, brings
particular areas of skill and experience that ensure the Board as a
whole has the right capabilities, and devotes sufficient time to their
role. The Committee has concluded that the relevant Directors be
recommended to shareholders for re-election at the 2024 AGM.
For and on behalf of the Nomination and Governance Committee.
Victoria Hull
Chair, Nomination and Governance Committee
and Senior Independent Director
21 February 2024
Nomination and Governance Committee
continued
In order to demonstrate focus on the issues raised by the Parker
Review in relation to senior management ethnic diversity, Hikma
has implemented the following steps:
undertaken an ethnic diversity survey of our senior management
population in December 2023. The survey was voluntary and
contained an expanded list of ethnicities, sensitive to Hikma’s
workforce. Individuals had the option to respond by selecting
‘prefer not to say’. 78% of our senior management population
responded to the ethnic diversity survey and the results of the
survey showed a high level of ethnic diversity among our people
enhanced ethnic diversity disclosures, including the results of our
ethnic diversity survey, are included on page 85. Individuals who
could not be surveyed as a result of GDPR and labour law issues
are reported as a separate ‘unknown’ category
a commitment to monitor ethnic diversity among the senior
management population annually
Gender
Since its founding, Hikma has actively promoted gender diversity
across its operations. Our Board has good gender diversity with
women representing 42% of the Board. The Board has adopted
and meets the targets set by the FTSE Women Leaders Review
and diversity related disclosures under the Listing Rules to have
at least 40% of Board members identifying as women.
The Board also adopted the voluntary target set by the FTSE Women
Leaders Review, to increase the gender diversity of the senior
management team (direct reports to the CEO and the senior leaders
who report directly to them). Where permitted under local law,
our Remuneration Committee has integrated targets to increase
gender diversity within the senior management population into
the performance measures for the Long-Term Incentive Plan and
Annual Bonus Plan, further detail is included on pages 118 and 122.
Subject to applicable local laws, these targets are not intended to act
as quotas or preferences and selections will continue to be made
based on merit. Information on our senior management gender
diversity is included on page 85.
Governance review
As in previous years, the Committee undertook the annual review
of the Group’s governance arrangements in conjunction with the
Company Secretary. This year the exercise included a review of the
structure of the Board, Board succession planning, a regulatory
update in relation to current and emerging corporate governance
reporting and review and approval of updated policies and
procedures in relation to the Market Abuse Regulation.
Evaluation and performance
In line with the UK Corporate Governance Code 2018 (the Code) we
undertake a formal and rigorous annual evaluation of performance of
the Board, its Committees, the Chairman and individual Directors. We
operate a three-year cycle of external evaluation in year one, followed
by internal evaluations in years two and three. Our last external
evaluation took place in 2021, so in 2023, Hikma undertook an internal
evaluation. Hikma engaged Lintstock Ltd to facilitate this process,
Lintstock is an advisory firm that specialises in Board reviews, and
had no pre-existing connections, beyond conducting Board reviews,
with Hikma.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Audit Committee
Dear Shareholders
I am pleased to report that the Audit Committee (the Committee)
has had another year of solid progress in its oversight of the matters
delegated to it by the Board.
During the year, the Committee continued to play a key role in
assisting the Board in its oversight of financial reporting and
auditing matters. The Committee’s activities included reviewing
and monitoring the integrity of the Group’s financial information,
the Group’s systems of internal controls and risk management,
and the internal and external audit process.
Verification
The qualitative disclosures in the Annual Report, in addition to the
external audit, adviser review and internal review processes, have
been reviewed by our internal teams who are responsible for each
section of the Annual Report and who have provided additional
verification and support in respect of each material statement of fact.
This process assisted the Committee in its determination that the
report and financial statements taken as a whole are fair, balanced
and understandable.
Audit Committees and External Audit:
Minimum Standard
The Committee confirms that it complies with the reporting
obligations set out under the Audit Committees and the External
Audit: Minimum Standard, published by the FRC in May 2023.
Disclosures in line with these reporting obligations are included
within this Committee report on pages 97 to 100 and an explanation
of the entity’s accounting policies can be found on pages 151 to 155.
Internal audit
The internal audit of Hikma is performed by EY, who report directly
to the Chair of the Committee. There is a regular programme of
interaction between EY and the Committee.
EY assess each facility and the Group’s major processes over a
three-year period. For major sites, assessments are more frequent.
Management is required to respond to findings within an agreed time
period and ensure mitigation or remediation of all high risk findings
within six months.
During the year, the Committee monitored progress with the internal
audit programme for 2023 and reviewed and approved the plan for
2024. EY and management work closely together to deliver the
internal audit plan, develop action plans for points raised, and ensure
that the Committee receives appropriate and timely information.
During the year, the Committee continued to monitor the
performance and independence of the internal auditors in
accordance with the policies that have been established. The
Committee assessed the effectiveness of the internal audit function
by reviewing its reports, progress against the 2023 plan and meeting
with internal audit without management present. The Committee
considers that EY bring significant pharmaceutical and MENA
market experience which is complemented by the experience of
other third-party experts where required and concluded that EY
continue to perform an effective internal audit programme and
remain independent.
External audit
The external audit was undertaken by PricewaterhouseCoopers LLP
(PwC) and has been since their appointment in May 2016. PwC were
appointed following a competitive tender process. Mr Nigel Comello
was appointed as the senior statutory auditor in May 2022. The
Committee recommends the re-appointment of PwC for 2024.
We believe the independence and objectivity of the external auditor
and the effectiveness of the audit process are safeguarded and
strong. The Company has complied with the Statutory Audit
Services Order for the financial year under review.
Effectiveness
During the year, the Committee reviewed the work of PwC and
concluded that they provided an effective audit, had constructive
relationships with the relevant parties and that the senior statutory
auditor provided clear and constructive leadership to the audit team.
As part of this review the Committee examined the following areas:
Audit quality and technical capabilities:
the Committee
considered that the auditor undertook an effective and in-depth
assessment and verification exercise in respect of the financial
statements and associated disclosures for the year ended
31 December 2023 and that the level of expertise PwC brought to
bear was high. The Committee provides feedback on the auditor’s
performance as part of its regular meetings with them without
management present. The Committee also takes into account the
reports of the FRC, including the Audit Quality Inspection
Supervision report, and believes that there is an open and
appropriately challenging relationship between the audit leadership
team, the Committee and management. Management also
conducts a formal review of audit quality and effectiveness using
a survey where feedback is provided by Committee members and
management. The key outcomes are summarised and considered
by the Committee in their assessment of the auditor
Independence:
the Committee regularly reviews the independence
safeguards of the auditor and remains satisfied that auditor
independence has not been compromised. During the year, the
Committee refreshed its policies on the provision of non-audit
services and employment of former employees of the external
auditor. The Committee is satisfied that the auditor is independent
Challenge and judgement:
the Committee considers that PwC
provide significant challenge to the management team which
results in the Company’s position being fully considered and
supported and, where appropriate, further strengthened. The
Committee believes that PwC have demonstrated well considered
and clearsighted judgement in the matters on which it has provided
opinion and has been open to an appropriate level of challenge
and debate. Examples of PwC’s professional scepticism and
challenge, as noted by the Committee, include their in-depth
audit and challenge of the assumptions used in the impairment
review exercise where PwC challenged the cash flow forecasts,
discount rates and terminal growth assumptions, as well as their
challenge of the assumptions and key judgements used in the
impairment exercise related to the halted operations in Sudan
and the accounting for the acquisition of Akorn Operating
Company LLC as a business combination.
Douglas Hurt
Chair, Audit Committee
Letter from the Chair
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Non-audit services:
the Committee’s policy on non-audit services
is available on our website
www.hikma.com
. The Committee has
discretion to grant exceptions to this policy where it considers that
exceptional circumstances exist and that independence can be
maintained, while having due regard to the FRC’s ethical standards
for auditors meaning that non-audit fees will be capped at 70% of
the average audit fees paid in the previous three consecutive
financial years. In 2023, PwC provided assurance services related to
the interim review and other non-audit services with a total value of
$553,000 (2022: $210,000). These services are within the ordinary
course of services provided by the auditor
The Committee confirms that the statutory audit services for the
financial year under review were conducted in compliance with the
Competition and Markets Authority Order, and a competitive audit
tender process was undertaken in 2015.
Audit tendering
PwC was appointed as auditor in May 2016, therefore, the current
Annual Report is the eighth report that they have audited. PwC
rotated the senior statutory auditor in 2019 and 2022. This followed
the Chair of the Committee being transferred to Douglas Hurt in
December 2020. The Committee considers it is prudent to allow time
for one significant change to become embedded before embarking
on another. In accordance with the audit tendering guidelines, a key
priority for the Committee in 2024 will be to commence planning for
an external audit tender. The Committee will keep the situation under
review and report to shareholders accordingly.
Auditor’s fee
$3.5m
PwC
1 Jan –
31 Dec 2023
$3.5m
$0.5m
12.5%
87.5%
1 Jan –
31 Dec 2022
(restated)
1
$3.9m
$0.2m
4.9%
95.1%
1.
Amounts have been restated to reflect final amounts billed in relation to 2022
Audit related fees
Other non-audit services
Position and prospects
During the year, management undertook an annual review of its
strategic direction and an extensive assessment of the Group’s
short-term and medium-term prospects which are included in
the budget for the following year and the five-year business plan,
respectively. Management presented and received the Board’s
approval and commentary on the full strategy, budget and
business plan. Having taken account of how the business has
responded to the challenges of the commercial environment, the
business plan, principal risks and uncertainties facing the Group
and other relevant information, the Committee has concluded that
the Group continues to have attractive prospects for the future.
Going concern and longer-term viability
The Directors considered the going concern position as detailed
on page 75. Having reviewed and challenged the downside
assumptions, forecasts and mitigation strategy of management,
the Directors believe that the Group is adequately placed to manage
its business and financing risks successfully. The Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for a period longer than 12 months
from the date of signing the financial statements. Therefore, the
Directors continue to adopt the going concern basis in preparing
the financial statements.
The Directors, having considered the longer-term viability
assessment as detailed on pages 75 and 76, confirm that they
have a reasonable expectation that Hikma will be able to continue
in operation and meet its liabilities as they fall due and over the
viability period which ends on 31 December 2026.
Significant matters
As part of its work reviewing the financial statements of the Group
and the report of the auditor, the Committee considered and
discussed the following important financial matters:
Impairment review:
as in previous years, management undertook
the impairment test exercise in respect of intangible assets, right
of use assets and property, plant and equipment. Management had
recommended a total impairment charge of $32 million in respect
of different individual intangible assets, $7 million in respect of
right of use assets and $1 million in respect of property, plant
and equipment excluding impairment charges related to halted
operations in Sudan outlined below. The Committee reviewed
management’s approach and recommendations and concluded
that the proposals were appropriate
Halted operations in Sudan:
the Committee reviewed and
challenged management’s judgements of the effect on the carrying
value of the Group’s assets in respect of the halted operations in
Sudan as result of the conflict in the country. Management had
recommended a total impairment charge of $75 million mainly
related to financials assets, property, plant and equipment and
inventory. The Committee reviewed management’s assessment
and concluded that it was appropriate. Additional detail on
Hikma’s response to the conflict in Sudan is included on page 70
Valuation of acquired assets from Akorn Operating Company LLC
(Akorn):
the Committee reviewed and challenged the accounting
treatment of the acquisition as a business combination as well as
the estimates and judgements used to derive the value of the
acquired assets, and concluded that they were appropriate.
The valuation exercise was performed by a third-party expert
Audit Committee – Letter from the Chair
continued
Ensuring the integrity of financial reporting
and providing oversight of our systems for
internal control and risk management.”
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Hikma Pharmaceuticals PLC | Annual Report 2023
Revenue recognition:
the Committee reviewed the Group’s policies
for revenue recognition and the application of those policies by
management. The Committee reviewed the model applied by
management to arrive at the chargebacks, which estimates the
‘in-channel’ inventories held by wholesalers and the chargeback
rate being the difference between the contracted price with
indirect customers and the wholesaler’s invoice price. Similar
reviews were undertaken of the deductions to revenue made
for customer rebates, returns and indirect non-customer and
government rebates. The Committee also agreed the disclosures
around these year-end estimates and the sensitivity of the
estimates to changes in assumptions
Taxation:
Hikma’s worldwide operations are highly integrated and
involve a number of cross-border supply chains, which results in
judgement being required to estimate the potential tax liabilities
in different jurisdictions. The Committee took advice from
professional services firms and management in assessing the
reasonableness of the Group’s provisions for uncertain tax
positions which amounted to $59 million and in reviewing the
deferred tax assets in key markets which amounted to $226 million.
The Committee reviewed the appropriateness of the disclosures
in the Annual Report, and reviewed and approved the Group’s tax
strategy statement, which is available on the Company’s website
at 
www.hikma.com
Legal matters:
The Committee reviewed management’s
conclusions regarding the appropriate accounting treatment for the
settlement of legal cases. These cases relate to the manufacture
and sales of prescription opioid medications. The Group reached
an agreement in principle to resolve the vast majority of the opioid
related cases brought against Hikma Pharmaceuticals USA Inc. by
US states, their subdivisions, and tribal nations. The agreed upon
settlement is not an admission of wrongdoing or legal liability.
Management recommended booking a total provision of
$129 million to cover the expected settlement amount for all related
cases in North America. The Committee reviewed management’s
approach and recommendations and concluded that the proposals
were appropriate
Fair, balanced and understandable reporting
Hikma is committed to clear and transparent disclosure and seeks
to continuously improve the clarity of its reporting. At the request of
the Board, the Audit Committee considers whether Hikma’s Annual
Report is fair, balanced and understandable and that the narrative
section of the report is consistent with the financial information.
The Committee’s assessment is underpinned by a report from the
Reporting Committee following their comprehensive review of the
Annual Report. The Reporting Committee is comprised of
representatives from Finance, Investor Relations, Risk, Sustainability
and Company Secretariat and is supported by divisional and
functional heads, as required.
The Reporting Committee’s activities include:
initiating the review process for the Annual Report significantly
before the year-end, considering external developments, issuing
guidance to contributors and identifying areas for improvement
obtaining input from external advisers, including the external and
internal auditors, designers, corporate brokers and public relations
advisers
undertaking several multi-functional reviews of the disclosures
as a whole prior to the publication of the Annual Report to ensure
consistency and accuracy across the document as a whole
overseeing an extensive verification process to ensure the
accuracy of disclosures
Each member of the Audit Committee and the Reporting Committee
is satisfied that the 2023 Annual Report is fair, balanced and
understandable and has recommended the adoption of
the Report and Accounts to the Board.
Reporting controls
Hikma’s key controls and risk management systems relating to the
financial reporting process include the enterprise resource planning
system, the processes in the ‘Fair, balanced and understandable’ and
‘Verification’ sections described earlier in this letter, the review of the
financial statements and disclosures that is undertaken by the
Executive Committee, and detailed internal financial control
processes necessitating the verification of financial records
at a local, regional and Group level.
Risk management and internal control
The Board is ultimately responsible for ensuring that Hikma’s
systems of internal controls and risk management remain effective.
Risk management
The Committee has continued to receive reports on the operation
of the Group’s Enterprise Risk Management (ERM) framework which
includes the material controls and programme for enhancing the
Group’s risk management efforts. Management escalated certain risks
that materialised during the year for Board attention and oversight, for
example the response to the conflict in Sudan. Such instances serve
to hone escalation and disclosure protocols and learnings are taken
to improve risk mitigation programmes. Further information on
Hikma’s response to the conflict in Sudan is included on page 70.
The Board continued to exercise oversight of cyber risks during the
year, including presentations from management on internal testing,
lessons learnt, the results of a cyber maturity assessment conducted
by an external party, and recommendations for implementation to
enhance our resilience. Further information on Hikma’s management
of cyber risks is included on page 72.
As in previous years, management and the Board have undertaken
a thorough assessment of the Group’s emerging risks as well as the
annual review of the principal risks. The Committee and the Board
have considered the principal risks facing the Group and have
decided that no adjustments were required in the year under review.
The Board and management have also reviewed the appetite for
those principal risks and have concluded that it remains appropriate.
Further information regarding the Group’s risk management activities
is available in the risk management section on pages 68 to 79.
Internal control
The Board is ultimately responsible for ensuring that Hikma’s systems
of internal controls and risk management processes are effective
and has delegated responsibility for reviewing their effectiveness
to the Committee.
The key elements of our internal control framework are as follows:
a documented and disseminated reporting structure with clear
policies, procedures, authorisation limits, segregation of duties
and delegated authorities
written policies and procedures for material functional areas
with specific responsibility allocated to individual managers
a comprehensive system of internal financial reporting that includes
regular comparison of results against budget and forecast and
a review of KPIs, each informed by management commentary
an established process for reviewing the financial performance
and providing support to Hikma companies and associates
together with direct support from Hikma’s finance function
annual budgets, updated forecasts and medium-term business
plans for Hikma that identify risks and opportunities and that
are reviewed and, where appropriate, approved by the Board
a defined process for controlling capital expenditure which
is detailed in the governance framework
99
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Effectiveness
The Board is satisfied that Hikma’s systems for internal control are
in accordance with the FRC’s guidance, and have been in place
throughout the year under review and up to the date of approval of
the Annual Report and Accounts. The Board reviews the effectiveness
of these systems at least annually as part of the processes for the
Annual Report, and throughout the year when reviewing Internal
Controls and Assurance testing outcomes as well as risk management
reports. The Board has not identified any material weaknesses.
In making this assessment, the Board takes into account:
Internal audit:
the Committee receives regular reports from the
internal auditors and other third-party experts who review relevant
parts of the Group business operations, assess Hikma’s processes,
identify areas for improvement, monitor progress, and undertake
their own assessment of the risks facing Hikma
Internal controls and assurance:
the Committee receives regular
reports from the Internal Controls and Assurance team, who review
relevant parts of the finance function and operational processes,
based on a risk based testing plan. The team assesses Hikma’s
processes, identifies areas for improvement, and monitors
remediation progress
Risk management:
the ERM framework provides a structure for risk
management activities to occur at all levels of the organisation,
including management of principal risks and uncertainties (detailed
on pages 68 to 79) and emerging risks. Risk reporting processes
ensure the Executive Committee and the Board are engaged in
the design and implementation of new control initiatives and
provide oversight of existing programmes
Financial performance:
Hikma’s financial performance and
forecasting reports are reviewed by the Board to aid the
understanding of the underlying performance of the business,
deviations from expectations and management’s operational
challenges and responses
Ethics:
the business integrity and ethics procedures and
controls that are led by the Compliance, Responsibility and Ethics
Committee (CREC). To ensure consistency and awareness between
these Committees’ responsibilities, the Audit Committee Chair is
a standing member of the CREC
Governance:
the Board and Group-level controls and processes
that make up our approach to governance that is led by the
Nomination and Governance Committee and includes
all appropriate financial and non-financial controls
External auditor:
the regular and confidential dialogue
with the external auditor
During the year, Hikma’s Internal Controls and Assurance team
took steps to prepare for the expected upcoming changes to the
UK Corporate Governance Code as well as setting up a formal fraud
prevention and detection programme for the Group, building on
existing practices and policies, in preparation for the newly legislated
criminal offence of failure to prevent fraud. The fraud prevention and
detection programme further supports the Company’s internal
control environment with formalised controls, in preparation for the
newly legislated failure to prevent fraud criminal offence.
Management and the Committee received regular updates on
potential programme developments, as well as the results of internal
assurance of controls from the Internal Controls and Assurance team.
The Committee also maintains a programme of in-depth reviews into
specific financial and operational areas of the business. These reviews
allow the Committee to meet key members of the management team
and provide independent challenge. During 2023, the Treasury team
presented a deep dive on their mandate, processes, systems, and
controls. The Committee deliberated with management and the
Treasury team during the presentation, gaining comfort in relation to
the general control environment surrounding the treasury function of
the Group, in addition to the various assurance activities undertaken
by Internal audit and internal controls and assurance.
Membership of the Committee
The Committee comprises solely of independent Non-Executive
Directors, who as a whole, have competence relevant to Hikma’s
business and the industry in which it operates. I am considered by
the Board to have significant recent and relevant financial experience
chiefly related to my work with other audit committees, having been
a finance director of another listed entity and having held senior
financial positions in other entities. Biographical details of the
Committee members can be found pages 86 and 87. The Board
is satisfied that the Committee has the resources and expertise
to fulfil its responsibilities.
As Chair of the Audit Committee, I remain available to shareholders
and stakeholders should they wish to discuss any matters within this
report or under the Committee’s area of responsibility whether at the
AGM or by writing to the Company Secretary.
For and on behalf of the Audit Committee.
Douglas Hurt
Chair, Audit Committee
21 February 2024
Audit Committee – Letter from the Chair
continued
100
Hikma Pharmaceuticals PLC | Annual Report 2023
Compliance, Responsibility
and Ethics Committee
Dear Shareholders
During 2023, the Compliance, Responsibility and Ethics Committee
(CREC or the Committee) continued to promote and oversee our
commitments to business integrity, quality, communities and ethical
conduct. This report focuses on the matters that the Committee
addressed during the year. Further details related to the structure
of our Anti-Bribery and Corruption (ABC) compliance and integrity
programme are available on our website at
www.hikma.com
.
Hikma’s compliance programme
ABC programme
Our ABC compliance programme continues to perform in a highly
effective manner. The ABC programme has strong support from the
Board, the CREC and the CEO, and the Chief Compliance Officer has
direct access to the Committee.
Commitment to integrity
The Committee and the Board are very proud of Hikma’s
commitment to high standards of business integrity. It includes
the Board’s long-standing, zero-tolerance approach to bribery and
corruption which has been demonstrated in numerous instances,
including being a founding member of the World Economic Forum’s
Partnering Against Corruption Initiative.
Code of Conduct
The Committee continues to oversee the development and promotion
of Hikma’s Code of Conduct, which embodies the important moral
and ethical values that are critical to the Group’s success. The Code of
Conduct guides all the Committee’s activities and is the key reference
point for all our employees. Hikma’s Code of Conduct is available at
www.hikma.com/who-we-are/codes-and-standards/
.
Supplier Code of Conduct
Our Supplier Code of Conduct reinforces our commitment to
integrity and transparency in all our business dealings, as it sets
out the highest ethical standards we expect from all our suppliers.
In 2023, we digitalised our supplier onboarding process, including
the acknowledgement of the Supplier Code of Conduct as a
required step. The Supplier Code of Conduct can be found
at 
www.hikma.com/who-we-are/codes-and-standards/
.
Speak up
The Committee continued to receive regular reports on issues
identified through our speak up channels, which provide both
internal and external stakeholders a resource to raise concerns
about suspected misconduct confidentially and anonymously.
Our procedures require that all reports received via our speak up
channels are investigated, as appropriate, by senior and independent
employees. A review has been carried out to ensure our speak up
procedures remain appropriate and compliant with applicable law.
The Committee has reviewed the speak up procedures and remains
satisfied that the procedures in place continue to operate effectively.
The overall level of speak up reports received is within the normal
range for an organisation of our size.
The Chair of the Audit Committee is a standing member of the CREC
and vice versa, which ensures that any relevant issues are considered
by the right people within our governance structure. Both Committee
Chairs report all relevant matters considered by their Committees to
the next Board meeting. Speak up matters are reported and
considered as part of this process.
Training
During the year, we continued with our training programmes for the
Code of Conduct, ABC, speak up, anti-money laundering, Criminal
Finances Act, General Data Protection Regulation (GDPR), antitrust
and related matters, both virtually and in person. The programmes
have been developed with assistance from external experts and are
provided to employees virtually through their personalised corporate
training portal. Our training programmes include worked examples
and tests to ensure and enhance understanding.
Internal auditing and monitoring
The Committee receives regular updates on the monitoring
programme conducted by the Hikma Compliance team. In addition,
the Committee retains independent third parties to conduct periodic
and recurring audits of our governance and transparency and the
compliance programme and related activities.
Ethics
Corporate Social Responsibility
The Committee oversaw, encouraged and supported the
corporate social responsibility programme which is so clearly linked
to our founder’s desire to improve lives, particularly through health,
educational and development opportunities for the least privileged.
Our sustainability section provides a detailed assessment of our key
efforts in relation to corporate social responsibility and is available
on pages 40 to 65.
Ethical issues
The Committee oversaw Hikma’s response to ethical issues arising
during the year. There are no matters to report.
Modern slavery
Hikma is committed to taking the required actions to identify, prevent
and mitigate modern slavery in the form of forced or compulsory
labour and human trafficking in any of its businesses, operations
or supply chains across the globe.
Key measures in support of this goal include:
a global Supplier Code of Conduct which requires our suppliers
and third parties who represent or conduct business on behalf
of Hikma to comply with all applicable laws, rules, regulations, and
ethical standards, including with respect to forced or compulsory
labour and human trafficking
continuing our partnership with EcoVadis, a leader in
sustainability ratings, to assess our main supplier base
for any risk of modern slavery or human rights abuses
training Hikma staff on labour standards and how to recognise
and respond to any incidences of modern slavery
carrying out appropriate due diligence and audits
an anonymous speak up line to empower Hikma employees,
consultants, suppliers and third parties to report potential issues
of modern slavery
engaging with supply chain partners and the operational part of
our business if and when any risk of modern slavery is identified
Hikma’s modern slavery statement is available at
www.hikma.com
.
John Castellani
Chair, Compliance, Responsibility
and Ethics Committee
Letter from the Chair
101
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Compliance, Responsibility and Ethics Committee
continued
Regulations
Antitrust, anti-money laundering (AML) and trade sanctions
The General Counsel oversees Hikma’s compliance with the
antitrust, AML and trade sanctions legislation, among other matters.
The General Counsel has created procedures for the management
of these matters which have been reviewed and approved by the
CREC. The General Counsel reports to the CREC on relevant matters
that arise, including pertinent changes to the regulatory landscape.
The legal team has developed a training programme on antitrust,
AML, prevention of tax evasion and trade sanctions, which has been
undertaken by colleagues whose roles require training or awareness.
Criminal Finances Act
The General Counsel is responsible for ensuring compliance with
the Criminal Finances Act. The CREC has approved procedures that
have been recommended by the General Counsel and reviewed
those procedures at appropriate intervals. The procedures are
designed to respond to the requirements of the prevention of tax
evasion legislation from the UK government. Hikma’s processes and
procedures in this regard are proportionate to its risk of facilitating
tax evasion, which is relatively low. Hikma is steadfast in applying
the principles of the UK prevention of tax evasion legislation across
its businesses and will continue to oversee matters of compliance.
Data protection
The General Counsel is responsible for Hikma’s data protection
policies which are designed to ensure compliance with relevant
legislation. The policies were considered by the Board at the point
of implementation of the GDPR and were updated during 2023.
I am available at any time to discuss with shareholders any
matter of concern.
For and on behalf of the Compliance, Responsibility and
Ethics Committee.
John Castellani
Chair, Compliance, Responsibility and Ethics Committee
21 February 2024
Doing the right thing by conducting
business with integrity and transparency
and in accordance with the law.”
102
Hikma Pharmaceuticals PLC | Annual Report 2023
Letter from the Chair
Dear Shareholders
On behalf of the Remuneration Committee (the Committee), I am
pleased to present our remuneration report for 2023. This includes
my annual statement, explaining the Committee’s work this year,
our annual report on remuneration for 2023, a summary of our
Remuneration Policy which was approved by shareholders at the 2023
AGM, and details of how we propose to operate the Policy this year.
At the 2023 AGM, the new Policy was approved with 98.24% of
shareholders voting in favour. I would like to thank shareholders for
their strong support of our remuneration policy.
Hikma’s Remuneration Policy
This policy enables performance awards for the delivery of the
Group’s business plans and strategy in line with Hikma’s mission and
core values. The Long Term Incentive Plan (LTIP) pays for performance
for actions and investments that generate results over multiple years
and subsequently aligns with the shareholder experience.
As detailed last year, the new Remuneration Policy introduced
significant changes to our incentive structure, moving away from the
Executive Incentive Plan (EIP) to a separate Annual Bonus and LTIP
incentive model. This remuneration design enhances Hikma’s
competitive position enabling retention and recruitment of
executive talent.
2023 is the first year that performance was assessed under the new
annual bonus and the outcomes have been summarised in this letter
and in further detail on pages 120 to 125. The 2023 Performance Share
Plan (PSP) award was also the first grant under the new LTIP. The
Performance outcomes will be assessed at the end of financial year
2025. Details of PSP awards are included on page 118. There were no
changes to the way the policy was implemented during the year.
Director changes
On 12 April 2023, Hikma announced that Riad Mishlawi, the former
President of the Group’s Injectables business, would succeed Said
Darwazah as Chief Executive Officer, effective from 1 September 2023.
Riad was appointed following a thorough search process facilitated
by an executive recruitment firm. The process included external
candidates. The recruitment process is further outlined on page 94.
Riad brings a successful track record delivering the Injectables
business’ profitable growth and deep knowledge of Hikma
having been with the company for over 20 years.
In June 2022 Said Darwazah, Executive Chairman, assumed the
additional role of CEO. For this added responsibility, Said did not
receive incremental remuneration. On behalf of the Board, I would like
to take this opportunity to thank Said for his leadership while the CEO
search process was conducted.
One of the Committee’s key responsibilities was considering the
appropriate remuneration package for Riad Mishlawi. To determine
the appropriate package, the Committee examined multiple reference
points, including pay levels at global pharmaceutical and FTSE peers,
taking into account the size and complexity of Hikma. The approved
package aligns with the new Policy. It provides a salary of $1,000,000
with a pension allowance in line with the rate applicable to the wider
workforce, at 10% of salary. The annual bonus opportunity and LTIP
opportunity is 200% of salary and 300% of salary, respectively, as is
applicable for each Executive Director.
Remuneration policy implementation for 2024
Executive Director 2024 salary review
The Committee undertook a benchmarking exercise comparing
Executive Director compensation to appropriate global
pharmaceutical and FTSE peers. The Committee determined that
Executive Directors’ base salaries remain unchanged for the Executive
Chairman at $1,018,000 and Executive Vice Chairman at $806,787. At
appointment, the new CEO’s salary took account of a merit increase
and remains unchanged at $1,000,000.
Wider employee context
During the year, the Committee was pleased to note that an average
pay increase of 4.7% was granted across the Company and 83% of the
total spend on pay increases was applied to employees below middle
management levels.
The Committee continues to be briefed on the wider employee pay
policies and practices throughout the Group, including the Living
Wage and the level of pay in each one of our jurisdictions, which
takes account of the cost of living.
2023 Performance outcomes
The 2023 incentive outcomes correlate to the returns experienced
by our shareholders with the core earnings per share increasing 23%
and an increase in share price of 8% over the previous 12 months.
Financial outcomes
During the 2023 financial year Hikma delivered strong results across
all three of its businesses. This strong performance resulted in Group
revenue of $2,875m (2022: $2,517) and Core Operating Profit aſter
R&D of $707m (2022: $596m). This represented 105% of the
revenue target and 111% of the Core Operating Profit target.
The US Generics business had a particularly strong year with revenue
and Core Operating Profit increasing by 39% and 86% respectively.
The increase in profits was driven, in part, by the launch of sodium
oxybate (see page 7).
The revenue of the Injectables business grew by 6% having
benefitted from the broad range of products it produces.
In April 2023, Hikma took the decision to halt operations in Sudan due
to the ongoing conflict in the country. During 2023 our Sudan
business was budgeted to generate revenues of $66m and a Core
Operating Profit of $22m representing 7% of revenue and 11% of Core
Operating Profit targets for our MENA business. Despite these
challenges, the total MENA business generated revenues of $908m
(2022: $862m) and a Core Operating Profit of $204m (2022: $197m).
These represent 99% of MENA revenue target and 103% of MENA
Core Operating Profit target.
Remuneration Committee
Nina Henderson
Chair, Remuneration
Committee
103
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
We have not sought to adjust the group or regional financial targets or
outcomes as they relate to executive bonuses to reflect the cessation
of Hikma’s activities in Sudan. This has impacted the formulaic
outcome of the bonus for all executive directors. The Executive Vice
Chairman, who is responsible for managing the MENA business, has
been particularly impacted as his annual incentive calculation is
materially based on regional results.
When reviewing the annual incentive payment for Mazen Darwazah,
the Committee recognised his exceptional leadership and the action
taken to ensure the security of our colleagues and resilience of
our total MENA business in response to the Sudan situation. As a
result, the Committee decided to exercise its discretion to increase
the annual incentive from 66% to 84% of the maximum to recognise
his contribution in these exceptional circumstances (details of the
calculation are shown on pages 122 and 123). For the wider workforce,
below the main board, bonus pools were adjusted to recognise that
operations in Sudan were halted.
No other discretion has been applied by the Committee this year.
Strategic outcomes
As previously mentioned, Riad Mishlawi became CEO with effect from
1 September 2023. The Executive Chairman was set a performance
objective of ensuring an effective onboarding for the new CEO, and
Riad Mishlawi was additionally set the objective of ensuring there was
a smooth transition in leadership of the Injectables business (on his
appointment as CEO). The continued strong business performance
demonstrated that there had been an effective transition to the new
CEO as well as a successful transition in terms of the leadership of the
Injectables business with the appointment of Bill Larkins as President
of Injectables (see page 88 for details of his experience).
The Executive Vice Chairman was set a target of gaining the necessary
approvals for expansion of our manufacturing facilities in KSA to
facilitate the increase in production needed to meet the business
growth plans in MENA. These were all completed during the year
and the business will now focus on building the production capacity.
The impact of Hikma’s business on the environment continues to
be a focus. The Board set two environmentally related performance
targets in 2023. The Executive Chairman was set a target for reducing
the scope 1 and 2 emissions during 2023. A total reduction of 15% was
achieved (see page 50). The Executive Vice Chairman was set the
target for the completion of energy audits and development of action
plans for two countries in MENA. During the year three energy audits
were completed and action plans developed.
The Board and management recognise that Hikma’s people are its
most important asset and that talent development, retention and
recruitment are key management responsibilities. Hikma’s ability to
build it’s business is enabled and advantaged by the diversity of its
talent. This diversity (gender, race, religion and economic
background) brings a broad perspective to business decisions while
aligning with Hikma’s mission and values.
Participation of women in management positions is lower in MENA
than the rest of the Group. The Executive Vice Chairman was set a
target of increasing the number of women in MENA management
positions by 9% in 2023. As at 31 December 2023 the number of
women in management positions in MENA had remained
unchanged, however, work has been undertaken to review
incumbent development plans, promotion processes and
external hiring to address the imbalance going forward.
The total 2023 incentive payment, as a percentage of base salary,
for the Executive Directors are summarised in the following table:
2023
2022
(1)
Cash and
deferred shares
EIP elements
A and C
Executive Chairman
161.3%
93.2%
CEO
2
166.3%
N/A
Executive Vice Chairman
3
168.7%
134.4%
1.
The awards made in 2022 were under the previous Remuneration Policy (EIP)
(see page 116). This had a different structure to the new Policy.
2.
The CEO 2023 incentive relates to the period 1 September 2023 to 31 December 2023.
3.
This includes a discretionary amount (see page 123)
Details of the calculation of these payments are included on pages
120-125.
Operation of 2024 bonus
The 2024 bonus will be based on performance measures weighted
80% financial and 20% strategic deliverables. The financial element
focuses on revenue and profit and the strategic element will be
a combination of initiatives related to Hikma’s strategy, it’s
environmental impact and enabling talent diversity.
Fiſty percent of any bonus payment for Executive Directors will be
paid in cash with the remainder deferred in to shares for a period
of three years. The maximum bonus will be 200% of base salary.
Further details on the targets can be found on page 131.
LTIP awards to be made in 2024
A PSP award with a maximum for the Executive Directors of 300%
of base salary.
The performance conditions will be measured from 1 January 2024
and include:
Relative TSR against FTSE 50-150 peer group excluding investment
trusts (20% weighting)
Business development and portfolio expansion (40% weighting)
Compound annual growth of EPS (30% weighting)
Talent diversity and development (10% weighting)
Further details regarding the performance conditions for the award
are included on page 132.
In its application of the new Policy’s Annual Bonus Plan and LTIP, the
Committee went through a rigorous target setting process,
considering multiple data points, including Hikma’s annual business
plan, targets for previous awards, analyst consensus and targets
among our global pharmaceutical and FTSE peers.
The Committee carefully considers views expressed by shareholders
when making decisions regarding the Remuneration Policy design
and implementation. Details regarding shareholder engagement
activity are included on page 25.
Concluding remarks
On behalf of the Committee, I would like to express our appreciation
to Shareholders for their engagement and valued input. I remain
open to discussion with shareholders should there be any matters
that they would like to raise.
I commend our Remuneration Report to you. We look forward
to receiving your support at our Annual General Meeting on
25 April 2024.
Nina Henderson
Chair, Remuneration Committee
21 February 2024
Remuneration Committee
continued
104
Hikma Pharmaceuticals PLC | Annual Report 2023
Remuneration dashboard
Over a ten year period, Hikma has outperformed the FTSE 100 index.
The performance is below the FTSE 350 Pharmaceuticals &
Biotechnology segment, a relatively small group of companies that
are mainly focused on developing new medicines). The table below
shows the alignment of executive pay to TSR performance.
Hikma’s Executive Directors have substantial equity interests,
which strongly aligns their long-term interests with shareholders.
TSR and total executive pay
Value of executive holdings
Shareholder approval
Generic pharmaceutical peers
0
1
2
3
4
5
6
0
100
200
300
400
500
600
Average total pay to
Executive Directors
($m)
TSR from 1 January 2013
Average Executive Director pay
Hikma Pharmaceuticals PLC TSR
2015
2016
2017
2018
2019
2020
2021
2022
2023
4.3
6.0
4.9
3.2
4.3
3.7
4.6
4.3
5.9
4.3
FTSE 100 TSR
FTSE 350 Pharmaceuticals & Biotechnology TSR
2014
0
5
10
15
20
25
30
35
40
Executive Director
shareholding value
($m)
Share price
($)
Executive Director shareholding
Share price (as at year-end in US dollars)
2017
2016
2018
2019
2020
2021
2022
2023
782
591
551
523
23.29
15.30
21.89
26.40
34.43
680
422
515
30.03
18.75
22.77
347
0
100
200
300
400
500
600
700
800
Hikma operates within a sub-set of the pharmaceutical industry that
focuses on generic medicines, mainly in the US market. Hikma requires
access to the US generic pharmaceutical environment to recruit its
specialised and extensive talent pool.
Strong TSR performance since 2019
Large Cap Specialty/Generics
1
2019
2023
2022
2021
2020
16%
(38%)
60%
35%
0
50
100
150
200
Hikma
US Mid Cap Generics and Injectables
3
CEEMEA Healthcare
2
1.
Large Cap Specialty/Generics includes Teva, Viatris and Perrigo
2.
CEEMEA Healthcare includes KRKA, Aspen, Adcock and Gedeon
3.
US Mid Cap Generics and Injectables includes Amneal and Amphastar,
4.
Under the Companies Act 2006 votes ‘Withheld’ are not a valid vote and, therefore,
are discounted when considering approval at a general meeting
Annual report on remuneration (28 April 2023 AGM)
Annual report on remuneration (25 April 2022 AGM)
Remuneration Policy (28 April 2023 AGM)
Votes available
174.909,650
Votes cast
174,904,505
For
97.16%
Against
2.84%
Withheld
5,415
Votes available
173,217,681
Votes cast
173,211,901
For
91.1%
Against
8.9%
Withheld
5,780
Votes available
174,909,661
Votes cast
174,905,422
For
98.24%
Against
1.76%
Withheld
4,239
105
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Remuneration and performance summary
Reference in this section to the ‘Regulations’ refers to the Large and Medium-sized Companies and Group (Accounts and Reports)
(Amendment) Regulations 2013, with which this report complies.
Performance components
2022
2023
Sales
$2,517 million
14.2%
$2,875 million
Core Operating profit
$596 million
18.6%
$707 million
Share price
1,552p
15.3%
1,789p
Dividend
56 cents
28.6%
72 cents
Employee compensation
$593 million
2.9%
$610 million
Shareholder implementation approval
91.1%
97.16%
Shareholder policy approval
N/A
98.24%
Total remuneration
Executive Director
2022 ($000)
2023 ($000)
2024 ($000)
(estimate)
Said Darwazah
4,413
-5.4%
4,173
-18.1%
3,417
Mazen Darwazah
3,530
-7.7%
3,257
-17.9%
2,673
Siggi Olafsson
1
5,168
N/A
N/A
N/A
N/A
Riad Mishlawi
2
N/A
N/A
2,017
52.2%
3,075
Components
2022 ($000)
2023 ($000)
2024 ($000)
(estimate)
Salary
3
Said Darwazah
1,018
0.0%
1,018
0.0%
1,018
Mazen Darwazah
780
3.5%
807
0.0%
807
Siggi Olafsson
1
603
N/A
N/A
N/A
N/A
Riad Mishlawi
2
N/A
N/A
333
0.0%
1,000
Bonus
4
Said Darwazah
949
73.0%
1,642
-38.0%
1,018
Mazen Darwazah
1,048
29.9%
1,361
-40.7%
807
Siggi Olafsson
1
N/A
N/A
N/A
N/A
N/A
Riad Mishlawi
2
N/A
N/A
554
80.5%
1,000
Share awards vested
3
Said Darwazah
2,324
-40.9%
1,373
-9.6%
1,241
Mazen Darwazah
1,608
-40.5%
957
-3.1%
927
Siggi Olafsson
1
4,462
N/A
N/A
N/A
N/A
Riad Mishlawi
2
N/A
N/A
948
-5.7%
893
Pensions
Said Darwazah
68
-4%
65
0%
65
Mazen Darwazah
63
3%
65
0%
65
Siggi Olafsson
1
83
N/A
N/A
N/A
N/A
Riad Mishlawi
2
33
0%
100
Remuneration Committee
continued
106
Hikma Pharmaceuticals PLC | Annual Report 2023
2022 ($000)
2023 ($000)
2024 ($000)
(estimate)
Other benefits
Said Darwazah
54
39%
75
0%
75
Mazen Darwazah
31
116%
67
0%
67
Siggi Olafsson
1
20
-100%
0
0
Riad Mishlawi
2
182
0%
182
1.
Siggi Olafsson stepped down from the Board on 24 June 2022
2.
Riad Mishlawi was appointed CEO with effect from 1 September 2023. The 2023 basic salary, bonus, pension and benefits numbers shown relate to the the period he was CEO
3.
Salary: The average rise for salaries across Hikma in 2023 was 4.7%
4.
Bonus: The 2023 bonus figure comprises of bonus and deferred share awards for the new Policy. The 2022 figure related to Elements A and C of the EIP. See page 116 for further
explanation. The 2024 estimate target cah and deferrred share award performance on the Remuneration Policy approved in 2023.
5.
Share awards vested: 2023 figures represent Element B of the 2021 EIP and Element C of the 2020 EIP exercised during that year. 2024 is an estimation of the value of Element B
of the 2022 EIP and Element C of the 2020 EIP that are to vest in that year, using 31 December 2023 vesting percentages, share prices and exchange rates.
Non-Executive Directors’ fees
Non-Executives
2022 ($000)
2023 ($000)
2024 ($000)
(estimate)
Non-Executive Directors’ average total fee
1,2
93.2
52%
141.8
2%
144
1.
NED fees: The average Non-Executive Director’s fee includes basic fee, Committee membership fee, fees for specific additional responsibilities, and Committee Chair fees. A full
breakdown of fees is shown on page 129. The average fee changes reflect the handover of Committee responsibilities, and retirement and appointment of Non-Executive Directors.
2.
The increase in fees between 2022 and 2023 is due to three new directors being appointed during 2022
107
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Directors Remuneration Policy
This section of the report provides a summary of the current policy for the remuneration of the Directors. This policy was approved by
shareholders at the AGM on 28 April 2023 and took effect from this date for 3 years. Full details of the policy can be found on pages 99 to 106
of the 2022 Annual Report as well as at www.hikma.com
Long term incentive
Deferred shares
Cash bonus
Pension
Base salary
Benefits
Total remuneration
Variable elements – Executive Incentive
Plan (EIP)
Fixed elements
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Fixed Remuneration
Base salary
Provides a base level of
remuneration to support
recruitment and retention of
Directors with the necessary
experience and expertise to
deliver the Group’s strategy.
Base salaries for Executive
Directors are reviewed annually
by the Committee and changes,
if any, normally take effect from
1 January.
Salaries are set with reference
to:
pay increases for the general
workforce
salaries in peer companies
from the global
pharmaceutical sector
and UK listed companies
company performance
and affordability
Salaries for individuals who
are recruited or promoted to
the Board may be (but are
not required to be) set below
market levels at the time of
appointment, with the intention
of bringing the base salary levels
in line with the market as the
individual becomes established
in their role.
Whilst there is no maximum
salary, any increase will generally
be no higher than the average
increase for the wider workforce.
A higher increase may be made
for example where there is a
material change in role or
responsibilities, promotion,
where there needs to be
an adjustment to reflect
an individuals increased
experience in the role,
when pay is materially behind
market competitive levels, or in
exceptional circumstances, with
the rationale clearly explained in
the next report to shareholders.
Not applicable.
Remuneration Policy
108
Hikma Pharmaceuticals PLC | Annual Report 2023
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Benefits
An appropriate package of
market competitive benefits to
ensure executives are rewarded
and focused.
Benefits may include, but are
not limited to:
– healthcare
school fees
company cars/transport
(or cash allowance)
life insurance
relocation: when relocation
is required by the Company
tax equalisation: where the
director becomes tax resident
in a jurisdiction as a result of
the role and to the extent that
additional taxes are paid and
related advisory fees.
As the Company operates
internationally it may be
necessary for the Committee
to provide special benefits or
allowances, for example (but not
limited to) benefits customarily
included in the country where
the Executive Director resides.
These would be disclosed to
shareholders in the annual
report on remuneration for
the year in which the benefit
or allowances were paid.
The value of benefit is based
on the cost to the Company
and there is no predetermined
maximum limit. The range and
value of the benefits offered
are reviewed periodically.
Not applicable.
Pension (or cash allowance)
An appropriate level of
pension contribution to
ensure executives are provided
with a retirement standard
commensurate with their role,
whilst being in line with the
wider workforce.
The Company operates defined
contribution arrangements in
its main operational jurisdictions
and executives participate in
these arrangements. A cash
supplement in lieu of pension
may be paid provided the total
pension payment does not
exceed the maximum
opportunity.
The maximum pension
cash allowance (or pension
contribution as appropriate)
in line with the predominant
pension contribution made
for the wider global workforce
which is currently 10% of salary.
Not applicable.
109
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Performance Related Variable Remuneration
Short–Term Incentives
To provide alignment between
the successful delivery of the
short-term annual strategic
business priorities and reward.
Executive Directors are eligible
to participate in an Annual
Bonus Plan under which annual
bonus is earned subject to the
achievement of performance
over the financial year against
targets set by the Committee at
the start of each financial year.
No bonus is payable for
performance below threshold
level, 25% for threshold and up
to 50% of maximum pays out
for on-target performance.
Half of any bonus will normally
be deferred into an award over
shares, typically for a period
of three years. Dividend
equivalents may be accrued
on deferred shares based on
dividends paid to shareholders
during the vesting period. These
may accrue either in cash or
shares on a reinvestment basis.
Malus and clawback provisions
apply.
Maximum of 200% of salary
Performance measures
and weightings are reviewed
annually to ensure they continue
to support the achievement of
the Company’s key strategic
priorities.
Annual bonus financial targets
are set with reference to internal
plans and analyst consensus
forecasts.
Details of the performance
measures for 2024 are shown
on page 131.
The Committee has discretion
to adjust formulaic outcomes if
they are not considered to be
representative of the overall
financial performance of the
Group. Any adjustments applied
will be explained in the relevant
annual report on remuneration.
Long-Term Incentive Plan (LTIP)
To incentivise and reward
participants over the long-term
for sustained delivery of the
business strategy and
shareholder value.
Provides longer term alignment
with the shareholder
experience.
Performance share awards
may be granted. In usual
circumstances awards vest
aſter a three-year period,
subject to the achievement of
performance targets measured
over three financial years.
Normally, vested shares are
subject to a holding period of
two years (shares may be sold at
vesting to satisfy any tax-related
liabilities).
25% of the award value will vest
for threshold performance and
62.5% of the award value will
vest for target performance.
Dividend equivalents may be
accrued on the shares earned
from LTIP awards based on
dividends paid to shareholders
during the vesting period. In line
with the LTIP rules, dividend
equivalents may also accrue
during any applicable post-
vesting holding period. These
may accrue either in cash or
shares on a reinvestment basis.
Malus and clawback provisions
apply.
The maximum face value of
awards relating to a financial
year of the Company will be
300% of base salary.
Performance is measured
over three financial years.
Performance measures for
the 2024 award are shown
on page 132
The Committee will set
appropriate performance
measures for future years.
LTIP targets are set with
reference to a range of relevant
reference points which may
include internal plans and
analysts’ consensus forecasts.
The Committee has discretion
to adjust formulaic outcomes if
they are not considered to be
representative of the overall
financial performance of the
Group. Any adjustments applied
will be explained in the relevant
annual report on remuneration.
Remuneration Policy
continued
110
Hikma Pharmaceuticals PLC | Annual Report 2023
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Shareholding policy
To provide alignment between
the interests of Executive
Directors and shareholders
over the longer term.
In-employment
shareholding policy
Shareholding guidelines for
all Executive Directors will
be at least 300% of salary.
Executive Directors are
expected to build up their
shareholding guideline within
a 5-year period from their date
of appointment to the Board.
Post-cessation
shareholding policy
All Executive Directors will be
required to hold the lower of
(i) their shareholding at the date
of termination of employment;
or (ii) shares equivalent to the
minimum share ownership
guideline at that date, for a
period of two years post-
employment.
Not applicable.
Not applicable.
Differences between the policies for Executive Directors and employees, consideration of shareholder views and consideration of
conditions elsewhere in the Group
Employees were not directly consulted on the executive remuneration policy. All employees receive a salary, pension, and medical insurance
on a similar basis to the Executive Directors. Additionally, all employees participate in a cash bonus scheme, which is similar to the annual
bonus. The Committee reviews detailed internal and summary benchmarking data and is satisfied that the level of remuneration
is proportionate across the wider employee population. Further information is available on page 25 regarding how the Committee takes account
of shareholder views when developing and implementing the remuneration policy,
Remuneration Policy table for the Chair and Non-Executive Directors
Non-Executive Directors’ (NEDs) fees are set by the Board under the direction of the Executive Directors having considered the:
pay practice in FTSE and sector peers
extensive travel required to undertake the role
significant guidance and support required from the NEDs
NEDs do not participate in the Group’s pension or incentive arrangements. The annual fees payable to newly recruited NEDs will follow the
policy for fees payable to existing NEDs, whose fees comprise:
Component
Approach
Application of Remuneration Committee discretion
Basic fee
An underlying fee for undertaking the duties of a Director of
Hikma, chiefly relating to Board, strategy, and shareholder
meetings. Provides a level of fees to support recruitment
and retention of NEDs with the necessary experience.
Whilst there is no maximum, the practice is to remain within
the parameters of FTSE peers.
Committee
membership fee
A composite fee for taking additional responsibilities in
relation to Committee membership. Usually, NEDs are
members of at least three committees.
Committee
Chair/employee
engagement fee
The Committee Chairs undertake additional responsibilities
in leading a committee and are expected to act as a sounding
board for the executive that reports to the relevant
committee. The Director responsible for employee
engagement receives a similar fee due to the additional
requirements of that role. The chairmanship fee is paid in
addition to the membership fee and a Senior Independent
Director fee is paid to the individual in that position.
Expenses
The Company pays expenses incurred wholly in relation to
the position of NEDs and ensures that Directors do not incur
a tax liability as a result. The Company retains discretion to
provide for an allowance structure as an alternative to the
latter payment.
111
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Performance measures
The Committee considered the operation of the remuneration policy in terms of the UK Corporate Governance Code 2018 as follows:
Clarity:
the Committee regularly engages with shareholders, their representative bodies and management to explain the approach to
executive pay.
Simplicity:
the rationale, structure and strategic alignment of each element of pay has been explained in the remuneration policy.
Risk:
there is an appropriate balance between fixed and variable pay together with objectives that ensure there is alignment with long-term
shareholder interests.
Predictability:
the pay opportunity under different performance scenarios is set out in the illustrations below.
Proportionality:
executives are incentivised under the Remuneration Policy to achieve stretching annual targets. Additionally the Policy builds
in stretching targets over three-year performance periods for the Long Term Incentive Plan awards. The Committee assess performance
holistically and the end of each performance period against underlying business results together with internal and external context.
Alignment with culture:
Hikma’s purpose and values can be reinforced under the strategic objectives under the Remuneration Policy.
Details of the performance measures for the short-term incentive for the year ending 31 December 2023 and how they are aligned to company
strategy and the creation of shareholder value are set out on pages 120 – 125. Annual short-term incentive targets for the 2024 financial year
are shown on page 131. Targets that are commercially sensitive will be disclosed retrospectively in next years' Remuneration Report.
Performance measures for the March 2024 Long Term Incentive award are shown on page 132.
These performance targets are designed to be stretching but achievable and are set based on information from a number of areas,
including broker forecasts for Hikma and its peers as well as our corporate strategy and plans.
Illustrations of application of Remuneration Policy
The following charts show the potential projected total remuneration available for 2024 at four levels of performance: minimum, target,
maximum and maximum with assumed share price appreciation of 50% (in accordance with the Corporate Governance Code 2018).
The impact of potential share price appreciation is omitted from the other three scenarios:
Said Darwazah
2024
Target
Maximum
Equity
growth
Minimum
1,193
100%
1,193
1,909
46%
1,018
25%
1,193
100%
4,120
3,054
49%
2,036
32%
1,193
100%
6,283
3,054
39%
1,527
20%
2,036
26%
1,193
100%
7,810
0
1,000
2,000
3,000
4,000
Total remuneration $000
5,000
6,000
7,000
8,000
Remuneration Policy
continued
112
Hikma Pharmaceuticals PLC | Annual Report 2023
Mazen Darwazah
2024
Target
Maximum
Equity
growth
Minimum
939
100%
939
1,513
46%
807
25%
939
29%
3,259
2,420
49%
1,614
32%
939
19%
4,973
2,420
39%
1,210
20%
1,614
26%
939
15%
6,183
Total remuneration $000
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
Riad Mishlawi
2024
Target
Maximum
Equity
growth
Minimum
1,144
100%
1,193
1,875
47%
1,000
25%
1,144
28%
4,019
3,000
49%
2,000
33%
1,144
19%
6,144
3,000
39%
1,500
20%
2,000
26%
1,144
15%
7,644
Total remuneration $000
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
Fixed pay
Annual Bonus
LTIP
LTIP – share price appreciation Commuting
The scenarios in the graphs are as follows:
fixed pay includes salary, benefits, and pension. The numbers are based on the base salary for 2023, the cost of transportation and medical
benefits provided and a pension contribution of 10% of base salary.
annual bonus is shown as a maximum percentage of base salary, with minimum, target and maximum performance shown as 0%, 50% and
100% respectively.
LTIP is shown as a maximum of base salary, with minimum, target and maximum performance shown as 0%, 62.5% and 100% respectively.
share price appreciation has been calculated as a 50% increase in the value of the LTIP between the date of grant and vesting
no dividend accrual has been incorporated in the values relating to the LTIP
113
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Annual report on remuneration
Director and average employee compensation change
The table below shows the percentage change in the Executive Directors and Non-Executive Directors , benefits and bonus for the four years
between 2019 and 2023 compared with the percentage change in the average of each of those components of pay for employees (excluding
the Executive Directors).
Director and average
employee compensation
change – salary
1
Salary
Benefits
Bonus
Average percentage change
Average percentage change
Average percentage change
2019-
2020
2020-
2021
2021-
2022
2022-
2023
2019-
2020
2020-
2021
2021-
2022
2022-
2023
2019-
2020
2020-
2021
2021-
2022
2022-
2023
Said Darwazah
0%
0%
0%
0%
-16%
-21%
-3%
40%
-1%
-17%
-40%
73%
Riad Mishlawi
2
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Siggi Olafsson
3
3%
3%
-48%
N/A
-72%
-77%
-48%
N/A
5%
-11%
-100%
N/A
Mazen Darwazah
0%
5%
4%
3%
1%
-30%
-52%
113%
-1%
-6%
-15%
30%
Patrick Butler
4,5
2%
-3%
-8%
2%
0%
0%
0%
22%
N/A
N/A
N/A
N/A
Ali Al-Husry
4
3%
5%
-8%
3%
-40%
-64%
-100%
0%
N/A
N/A
N/A
N/A
John Castellani
4
3%
5%
-8%
7%
-24%
-30%
135%
-11%
N/A
N/A
N/A
N/A
Nina Henderson
4
3%
5%
-3%
13%
-18%
-30%
-41%
96%
N/A
N/A
N/A
N/A
Cynthia Flowers
4
77%
5%
-8%
3%
0%
-29%
-24%
45%
N/A
N/A
N/A
N/A
Douglas Hurt
4
0%
86%
-8%
3%
0%
0%
0%
0%
N/A
N/A
N/A
N/A
Laura Balan
4,6
0%
0%
0%
76%
0%
0%
0%
0%
N/A
N/A
N/A
N/A
Victoria Hull
4,6
0%
0%
0%
86%
0%
0%
0%
0%
N/A
N/A
N/A
N/A
Deneen Vojta
4,6
0%
0%
0%
84%
0%
0%
0%
-16%
N/A
N/A
N/A
N/A
Employees ($m)
2%
4%
3%
1%
1%
7%
3%
1%
0%
9%
-10%
20%
Groth in number of
Employees
1%
0%
1%
2%
1%
0%
1%
2%
1%
0%
1%
2%
Average per
Employee
1%
4%
2%
-1%
0%
0%
8%
-1%
-1%
0%
-3%
18%
Average per the
listed parent
Company Employee
1%
16%
11%
-29%
35%
-54%
-39%
6%
6%
18%
-16%
-18%
1.
The current Remuneration Policy was introduced on 28 April 2023. NED fees are paid in GBP and reported in USD so an element of changes will be as a result of exchange rate differences
2.
Riad Mishlawi was appointed as CEO with effect from 1 September 2023 and therefore comparative figures are not provided
3.
Siggi Olafsson stepped down from the Board on 24 June 2022
4.
Non Executive Directors do not participate in the in the bonus plan.
5.
Patrick Butler stepped down as a member of the Remuneration Committee with effect from 28 April 2023
6.
These NEDs were appointed during 2022 and therefore did not receive fees for the full year in 2022
Hikma’s pay review, which took effect from 1 January 2024, awarded average percentage increases in wages and salaries of 4.7% (2023: 4%)
for existing employees (with certain exceptions for jurisdictions experiencing very high inflation). The nature and level of benefits to employees
in the year ended 31 December 2023 were broadly similar to those in the previous year (2022: unchanged).
UK gender and CEO pay ratios
Hikma has 29 employees employed in the UK and, as a result, is exempt from gender pay and average employee: CEO pay disclosure
requirements. The small number of employees and significant diversity of roles and seniority in the UK makes meaningful gender pay
comparisons in the UK difficult. The ratio of total CEO pay to the average Group employee is 25:1 using a simple average methodology.
Hikma is committed to paying fairly and not discriminating on gender or other grounds.
Annual report on remuneration
114
Hikma Pharmaceuticals PLC | Annual Report 2023
Relative importance of spend on pay
The following table sets out the total amount spent in 2022 and 2023 on remuneration of Hikma’s employees and major distributions to
shareholders.
Distribution expense
2022
2023
% change
from 2022
to 2023
Employee
$593 million
$610 million
2.9%
Distributions to shareholders
1
$125 million
$137 million
9.7%
1.
The Company purchased 12,833,233 shares during 2022 at a cost of $292 million, which is excluded from the distributions to shareholders in accordance with the regulations.
Those shares are held in treasury and do not receive dividends.
Employee cost and average executive pay ($m)
Executive Director pay
($m)
Average employee cost
($)
Executive Director pay
Average employee cost
2016
2017
2018
2019
2020
2021
2022
2023
55,762
55,862
53,727
53,796
53,625
3.7
4.6
4.4
3.1
62,622
62,932
63,455
4.3
4.3
4.9
3.2
0
10,000
20,000
30,000
40,000
50,000
60,000
0
1
2
3
4
5
6
Committee membership and attendance
Members and attendance
Member
Meetings
Attendance
Nina Henderson (Chair)
8
8
Patrick Butler¹
5
5
John Castellani
8
8
Cynthia Flowers
8
8
Douglas Hurt
8
8
Laura Balan
8
8
1. Patrick Butler stepped down from the Remuneration Committee on 28 April 2023
Advice and support
The Committee seeks the assistance of senior management (CEO, CPO, VP Total Reward and Company Secretary) on matters relating to policy,
performance and remuneration but ensures that no Director takes part in discussions relating to their own remuneration or benefits.
Willis Towers Watson (WTW) continue to provide independent advice to the Committee in relation to market practice, UK corporate governance
best practice, incentive plan review and target setting. The total fees for advice to the Committee during the year, including advice relating to
the CEO compensation undertaken in 2023, were $121,244 (2022: $285,234). WTW was appointed by the Committee in 2016 following a
competitive tender process. WTW adheres to the Remuneration Consultants Group Code of Conduct. They charge their fees on a time
spent basis. They provide no other services to the company other than Remuneration Committee advice and compensation benchmarking.
The Committee is satisfied that the WTW team providing remuneration advice do not have connections with Hikma that may impair their
independence.
During the year the Committee instructed Mercer to conduct a MENA region specific benchmarking exercise on a fixed fee basis of $6,000
(2022: $6,000). Mercer are a recognised expert in the region in question.
Except as disclosed on page 96 Hikma has complied with all the relevant principles and provisions of the UK Corporate Governance Code 2018
throughout the year.
115
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
EIP
The EIP was applicable for the period 2020-2023 and full details are provided on pages 79 to 84 of the 2019 Annual Report. The new Policy was
approved at the AGM held on 30 April 2020 and applied from 28 April 2023.
Element C – restricted shares
Element B – deferred shares
Element A – cash bonus
Pension
Base salary
Benefits
Total remuneration
Variable elements – Executive Incentive
Plan (EIP)
Fixed elements
Performance awards incentivised Directors to deliver annual financial performance targets and certain key strategic deliverables, with the
majority of awards made in shares to ensure that medium-term performance was delivered.
The Committee set annual performance targets for awards under the EIP, in accordance with the rules of the EIP. Annual performance metrics
were based on:
Financial metrics:
At least 80% of the performance award, with specific targets based on the budget approved prior to the performance
period. The precise targets were determined by the Committee on an annual basis
Strategic deliverables:
Up to 20% of the performance award was based on the delivery of specific, subjective targets that were set by the
Committee in order to ensure that key milestones in the Company’s strategy are delivered
At the end of each year the Committee determined the level of performance for the prior year. Based on the performance, the Committee made
the following awards:
Element
Maximum award
% of salary
Payout
mechanism
Vesting period
Risks aſter award
Additional requirements
Treatment under the
remuneration regulations
A
150%
Cash bonus
Immediate
Clawback
None
Cash bonus
B
150%
Deferred
Shares
2 years
– Forfeiture
– Clawback
Share price
– Employed
All shares vesting are subject
to a holding period aſter
vesting. These shares may
not be sold until 5 years
aſter grant.
Share award
C
100%
Restricted
Shares
3 years
– Clawback
Share price
– Employed
Bonus
1
deferred
in shares
1.
The Regulations required Element C to be included in the ’Bonus’ component for reporting purposes, although it is an award of shares that will vest three years aſter grant
A holding requirement applies to Elements B and C ensuring that shares may not be sold until five years from the point of grant. Following
cessation of employment of an Executive Director, the Company’s policy is that the Director must hold for a period of two years the lower
of the shares held on cessation of employment or shares equivalent to 300% of the final, annualised salary.
The 2023 performance targets, their level of satisfaction and the resulting performance remuneration are disclosed on pages 120 to 125
Malus and clawback provisions apply.
Annual report on remuneration
continued
116
Hikma Pharmaceuticals PLC | Annual Report 2023
Salaries, benefits and pension
Please see Chair’s letter (page 103) for commentary on salaries. The application of benefits remains unchanged and pensions are aligned with
the wider workforce under the Directors Remuneration Policy.
Executive Director
Individual
Salary
Change
2024
2023
%
Executive Chairman
Said Darwazah
$1,018,000
$1,018,000
0%
CEO
1
Riad Mishlawi
$1,000,000
$333,333
0%
Executive Vice Chairman
Mazen Darwazah
$806,787
$806,787
0%
1.
Riad Mishlawi became CEO on 1 September 2023 and the 2023 salary represents 4 months. The annnual base salary will remain unchanged at $1m in 2024
Single total figure (audited)
The following table shows a single figure of remuneration¹ in respect of qualifying services for the 2023 financial year, together with the
comparable figures for 2022.
Director
Year
Salary
Benefits
Bonus and
Deferred
Shares)
2
Shares
vested (EIP
element B)
3
Pension
Total
Total fixed
Total
variable
Said Darwazah
2023
1,018,389
75,328
1,641,665
772,442
65,315
3,573,139
1,159,032
2,414,107
2022
1,018,000
53,798
948,544
1,313,964
67,772
3,402,078
1,139,570
2,262,508
Mazen Darwazah
2023
806,837
67,004
1,361,276
539,381
65,223
2,839,721
939,064
1,900,657
2022
779,584
31,410
1,047,776
919,070
62,626
2,840,466
873,620
1,966,846
Riad Mishlawi
4
2023
333,333
182,045
554,213
449,909
33,333
1,552,467
548,345
1,004,122
2022
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1
All figures are in (USD)
2.
The 2022 figures for bonus and deferred shares represented elements A and C under the EIP (the previous Remuneration Policy see page 116)
3
Share price at vesting date was $ 22.18 (£ 17.93) and foreign exchange rate of $ 1.237 to £1
4.
Riad Mishlawi was appointed CEO with effect from 1 September 2023
Benefits (audited)
Said Darwazah received transportation benefits of $50,783 (2022: $34,922) and medical benefits of $ 24,546 (2021: $18,877). Mazen Darwazah
received transportation benefits of $ 44,974 (2022: $12,534) and medical benefits of $ 22,030 (2022: $18,876). Social security payments made
in Jordan, that are required to be paid by Jordanian law, are not considered to be a benefit.
Riad Mishlawi received a transportation allowance of $20,687 medical benefits of $52,983. In addition he was asked to relocate to the US for
a period of 2 years and received relocation expenses of $108,375 and tax equalisation support.
Pension (audited)
Said Darwazah and Mazen Darwazah participate in the Hikma Pharmaceutical Defined Contribution Retirement Benefit Plan (the Jordan Benefit
Plan) on the same basis as other employees located in Jordan. Under the Jordan Benefit Plan, Hikma matches employee contributions made,
up to a maximum of 10% of applicable salary. Participants become entitled to all of Hikma’s contributions once they have been employed for
three years. Said Darwazah and Mazen Darwazah have served for in excess of three years and receive their benefits under the Jordan Benefit
Plan because they are over 60 years of age.
Riad Mishlawi receives a cash allowance of 10% of base salary in lieu of pension.
117
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Long-term incentive awards made during the year ended 31 December 2023 (audited)
On 30 May 2023, Said Darwazah and Mazen Darwazah received awards of performance shares under the Hikma Pharmaceuticals plc Long-Term
Incentive Plan 2023 as a percentage of salary as outlined below. The three-year period over which performance will be measured is 1 January
2023 to 31 December 2025.
The performance measures for these awards are outlined below:
Measure
Rationale
Weighting
Threshold
Target
Maximum
Core compound EPS growth for
1 January 2023 to 31 December 2025
Alignment with shareholders return
30%
5%
8%
11%
Percentage of revenue from
new business over 3 years
Developing revenue from new business
is a key element of Hikma’s business plan
30%
13%
16%
19%
Relative TSR performance compared to
FTSE 50-150 (excluding investment trusts)
Alignment with shareholders return
20%
Median
Upper
Quartile
Percentage of females on the Executive
Committee and their direct reports
1
Increase in diversity of management
10%
30%
35%
40%
Achieve good water management
at all Hikma’s sites in MENA
Hikma has significant operations in
water stressed countries in MENA.
10%
The following task has been set:
establishing water management
systems and process, collecting and
analysing robust data on water usage
identifying gaps and opportunities for
efficient water use and setting water
use and setting water efficiency targets
By the end of H1 2024, targets should
be set for sites in Jordan, Algeria, Egypt
and KSA, and progress made against
these targets by the end of 2025
By the end of 2025, targets should
be set for all other MENA sites.
Details of the value of these awards
2
are shown in the table below:
Executive Director
Date of grant
Award made
Grant price
Face value
$000
Face value
as % salary
Said Darwazah
30 May 2023
132,783
$23.0
$3,054,009
300%
Mazen Darwazah
30 May 2023
105,233
$23.0
$2,420,359
300%
Riad Mishlawi3
30 May 2023
75,339
$23.0
$1,732,797
225%
Riad Mishlawi
3
31 August 2023
12,263
$26.5
$324,969
32%
1.
Subject to applicable laws these targets are not intended to act as quotas or preferences and selections will continue to be based on merit
2. No award vests for performance below threshold, 25% at threshold and 62.5% at target.
3. Riad Mishlawi received a pro-rated Performance share award on 31 August 2023 in recognition of his appointment as Chief Executive Officer with effect from 1 September 2023 (shown as
a percentage of his annual salary of $1m). The award at 30 May 2023 related to his role as President of Injectables
The proportion of the awards outlined above that will vest will depend on the achievement against the performance objectives and their
continued employment. The final value that vests may be zero if the threshold performance for each of the objectives is not achieved.
The vesting outcome of the awards will be disclosed in the 2025 Annual Report.
Vested share awards (audited)
During 2023, the following share awards vested for Executive Directors. The total shares vested in 2023 are summarised in the following
three tables.
Under the EIP, performance criteria must be met before an award is granted. There are three award types under the EIP which are treated in the
following manner in respect of the table above:
Element A – a cash bonus that is payable immediately and attributed to the earnings for the performance year
Element B – an award of shares that vests two years aſter grant subject to there being no forfeiture events and is attributed to the earnings
in respect of the year in which it vests (i.e. two years aſter being granted)
Element C – an award of shares that vests three years aſter grant and, due to their being no further performance requirements, is attributed
to the earnings for the performance year in the same manner as Element A
Annual report on remuneration
continued
118
Hikma Pharmaceuticals PLC | Annual Report 2023
The tables below detail share awards (Elements B and C) vesting during the year ended 31 December 2023. Whilst these shares vested during
2023, they are attributed to earnings as detailed in the paragraph above.
Said Darwazah — EIP
Maximum number of shares capable of vesting – Element B
1
34,827
Maximum number of shares capable of vesting – Element C
27,057
Forfeiture
Nil
Vesting price
Nil
Number of vested shares
61,884
Total value of vested shares
$1,372,550
Siggi Olafsson — EIP
Maximum number of shares capable of vesting – Element B
1
-
Maximum number of shares capable of vesting – Element C
-
Maximum number of shares capable of vesting – Element C
-
Forfeiture
Nil
Vesting price
Nil
Number of vested shares
-
Total value of vested shares
-
Mazen Darwazah — EIP
Maximum number of shares capable of vesting – Element B
1
24,319
Maximum number of shares capable of vesting – Element C
18,831
Forfeiture
Nil
Vesting price
Nil
Number of vested shares
43,150
Total value of vested shares
$957,041
Riad Mishlawi – EIP
1
Maximum number of shares capable of vesting – Element B
2
20,285
Maximum number of shares capable of vesting – Element C
22,437
Forfeiture
Nil
Vesting price
Nil
Number of vested shares
42,722
Total value of vested shares
$947,549
1.
The shares that vested for Riad Mishlawi were in respect of grants made before appointment as CEO
2.
Share price at vesting date was $ 22.18 ( £17.93 and foreign exchange rate of $ 1.237 to £1 )
Policy deviation
During 2023, the Committee has not deviated from the remuneration policy approved by shareholders at the AGM on 28 April 2023.
119
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
2023 Annual Bonus Performance outcome: Executive Chairman (audited)
Readers are directed to the commentary on business performance that is included in the Chair’s letter on pages 103 to 104.
The following table sets out the performance conditions and targets for 2023 and their level of satisfaction:
Performance condition
Section
Description
Rationale and measurement
Financial
Core revenue
Historically, the pricing of generic pharmaceutical products has decreased with time. The
Committee is cognisant that this could lead to declining revenue over the longer term, which
could ultimately result in a declining business overall. By ensuring that a significant proportion
of performance remuneration is based on revenue, the Committee is able to ensure that the
Executive Directors are focused on mitigating pricing declines by maximising the potential
of the in-market portfolio, launching new products, and developing the pipeline. See page 3
of the Strategic report for further detail on the performance related to this target.
Core operating profit
(COP)
Ultimately, the COP is a key measure of value to Hikma’s shareholders. Given the highly
competitive business environment in which Hikma operates, the Executive Directors must
focus continuously on optimising Hikma’s cost base.
Strategic
CEO onboarding
An effective onboarding of the new CEO is important to ensure that they are fully effective in
the role as quickly as possible and driving the strategy. In addition stability and continuity need
to be established by working with the new CEO to ensure an appropriate Executive Committee
is in place together with succession plans.
Reduction in Scope 1
and 2 emissions
To ensure continued focus on Hikma’s commitment to reduce scope 1 and 2 GHG emissions
by 2030 the Committee has set interim targets to be achieved by 31 December 2023.
Total
Annual report on remuneration
continued
120
Hikma Pharmaceuticals PLC | Annual Report 2023
Performance level
Achievement
Application
Weighting
Minimum
50% of salary awarded
Target
100% of salary awar ded
Maximum
200% of salary awarded
Results
Achievement
% of salary
30%
Target -10%
$2,454m
Target
$2,727m
Target +10%
$3,000m
Core revenue of
$2,875m
Target to
maximum
46.3%
50%
Target -10%
$573m
Target
$637m
Target +10%
$701 million
Core EBIT of
$707m
Maximum
100.0%
10%
Committees’
assessment of
onboarding and
succession planning
Achievement against
objectives reviewed
Target
10.0%
10%
15%
17%
19%
Achievement against
objectives reviewed
Minimum
5.0%
100%
Acceptable
Good
Excellent
161.3%
The above performance results
in performance remuneration
under the new Policy as follows
(audited):
Participant
Calculation
Receive
Executive
Policy element
Salary
Maximum
potential (% of
salary)
Application
% of salary
Value of bonus/shares
Receive
Notes
Executive
Chairman
Cash bonus
$1,018,000
100%
80.6%
$820,832
Cash now
(March 2024)
Deferred
shares
100%
80.6%
$820,832
Shares deferred
for a period of
3 years
All shares vesting
are subject
to continued
employment and
a holding period
aſter vesting. These
shares may not be
sold until 5 years
aſter grant.
Total
200%
161.3%
$1,641,665
121
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
2023 Annual Bonus Performance outcome: Executive Vice Chairman (audited)
Readers are directed to the commentary on business performance that is included in the Chair’s letter on pages 103 to 104
The following table sets out the performance conditions and targets for 2023 and their level of satisfaction:
Performance condition
Section
Description
Rationale and measurement
Financial
Core revenue
Historically, the pricing of generic pharmaceutical products has decreased with time. The
Committee is cognisant that this could lead to declining revenue over the longer term, which
could ultimately result in a declining business overall. By ensuring that a significant proportion
of performance remuneration is based on revenue, the Committee is able to ensure that the
Executive Directors are focused on mitigating pricing declines by maximising the potential
of the in-market portfolio, launching new products, and developing the pipeline. See page 3
of the Strategic report for further detail on this target.
Core operating profit
(COP)
Ultimately, the COP is a key measure of value to Hikma’s shareholders. Given the highly
competitive business environment in which Hikma operates, the Executive Directors must
focus continuously on optimising Hikma’s cost base.
MENA revenue
The Executive Director is responsible for this region. The Committee considered financial
metrics to be the best method of ensuring delivery of the strategy that could be measured in an
objective manner that is readily understandable by investors. Measured by target MENA revenue
compared to audited MENA revenue for the year ended 31 December 2023 (see page 31)
MENA COP
The Executive Director is responsible for this region. The Committee considered financial
metrics to be the best method of ensuring delivery of the Board-approved strategy that could
be measured in an objective manner that is readily understandable by investors. Measured
by target MENA COP compared to audited MENA COP for the year ended 31 December 2023
(see page 31).
Strategic
Environmental, Social,
and Governance
Strategy
To ensure continued focus on Hikma’s commitment to reduce scope 1 and 2
GHG emissions by 25% by 2030 see page 50. The Executive Vice Chairman was set a target for
the completion of energy audits in two MENA countries together with action plans for achieving
reductions by the end of 2023
Gender Diversity
A diverse workforce is important for the development of the Hikma business. The MENA
business, which currently has a lower participation of women in management positions than the
rest of the Group. A target was set of increasing the number of women in management positions
by 9% in 2023.
MENA business
development
To ensure that the MENA business has the production capability to meet its business plans the
Executive Vice Chairman was set the target of ensuring that the feasibility and all government
approvals for expansion of Hikma’s facility in KSA are completed by the end of 2023.
Total
Annual report on remuneration
continued
122
Hikma Pharmaceuticals PLC | Annual Report 2023
Performance level
Achievement
Application
Weighting
Minimum
50% of salary awarded
Target
100 % of salary awarded
Maximum
200% of salary award
Results
Achievement
% of salary
12%
Target -10%
$2,454m
Target
$2,727m
Target +10%
$3,000m
$2,875m
Target to
maximum
18.5%
18%
Target -10%
$573m
Target
$637m
Target +10%
$701m
$707m
Maximum
36.0%
20%
Target -10%
$818m
Target
$909m
Target +10%
$1,000m
$908m
Minimum to
target
19.9%
30%
Target -10%
$178m
Target
$198m
Target +10%
$218m
$204m
Target to
maximum
39.0%
5%
Target is completion of energy audits in 2 MENA countries
Achievement against
objectives reviewed
Target to
maximum
7.5%
7.5%
Threshold
unchanged
Target
9% increase
Maximum
17% increase
Achievement against
objective reviewed
Minimum
3.8%
7.5%
Committees assessment of progress
Achievement against
objectives reviewed
Target
7.5%
100%
Acceptable
Good
Excellent
132.1%
Committee final determination
(see page 103)
168.7%
The above performance results
in performance remuneration
under the new Policy as follows
(audited):
Participant
Calculation
Receive
Executive
EIP Element
Salary
Maximum
potential (% of
salary)
Application
% of salary
Value of bonus/
shares
Receive
Notes
Executive
Vice Chairman
Cash bonus
806,787
100%
84.3%
$680,638
Cash now
(March 2024)
Deferred
shares
100%
84.3%
$680,638
Shares deferred
for a period
3 years
All shares vesting are
subject to continued
employment and a
holding period aſter
vesting. These shares
may not be sold until
5 years aſter grant.
Total
200%
168.7%
$1,361,276
123
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Annual report on remuneration
continued
2023 Annual Bonus Performance outcome: CEO
1
(audited)
Readers are directed to the commentary on business performance that is included in the Chair’s letter on pages 103 to 104.
The following table sets out the performance conditions and targets for 2023 and their level of satisfaction:
Performance condition
Section
Description
Rationale and measurement
Financial
Core revenue
Historically, the pricing of generic pharmaceutical products has decreased with time. The
Committee is cognisant that this could lead to declining revenue over the longer term, which
could ultimately result in a declining business overall. By ensuring that a significant proportion
of performance remuneration is based on revenue, the Committee is able to ensure that the
Executive Directors are focused on mitigating pricing declines by maximising the potential
of the in-market portfolio, launching new products, and developing the pipeline. See page 3
of the Strategic report for further detail on the performance related to this target.
Core operating profit
(COP)
Ultimately, the COP is a key measure of value to Hikma’s shareholders. Given the highly
competitive business environment in which Hikma operates, the Executive Directors must
focus continuously on optimising Hikma’s cost base.
Strategic
Succession plan for
Injectables business
It is critical that the Injectables business continues to deliver effectively against the business
plan. The new CEO was therefore set the performance target of ensuring that there were
effective succession plans in place and a smooth transition of responsibilities to the new
President of the Injectables business.
Total
1. Riad Mishlawi was appointed as CEO with effect from 1 September 2023. The incentive payments are therefore pro-rated for the period 1 September to 31 December 2023
124
Hikma Pharmaceuticals PLC | Annual Report 2023
Performance level
Achievement
Application
Weighting
Minimum
50% of salary awarded
Target
100% of salary awarded
Maximum
200% of salary awarded
Results
Achievement
% of salary
30%
Target -10%
$2,454m
Target
$2,727m
Target +10%
$3,000m
Core revenue of
$2,875m
Target to
maximum
46.3%
50%
Target -10%
$573m
Target
$637m
Target +10%
$701m
Core EBIT of
$707m
Maximum
100%
20%
Committees’
assessment of
progress
Achievement against
objectives reviewed
Target
20.0%
100%
Acceptable
Good
Excellent
166.3%
The above performance results
in performance remuneration
under the new Policy as follows
(audited):
Participant
Calculation
Receive
Executive
Policy element
Salary
Maximum
potential (% of
salary)
Application
% of salary
Value of bonus/shares
Receive
Notes
CEO
Cash bonus
$333,333
100%
83.1%
$277,106
Cash now
(March 2024)
Deferred
shares
100%
83.1%
$277,106
Shares deferred
for a period of
3 years
All shares vesting are
subject to continued
employment and a
holding period aſter
vesting. These shares
may not be sold until
5 years aſter grant.
Total
200%
166.3%
$554,213
125
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Outstanding share awards (audited)
Hikma continued to operate the EIP with the final award being made in May 2023. The first award under the new LTIP was made on 30 May 2023.
The outstanding share awards under the EIP in respect of each of the Executive Directors are:
Participant
Share scheme
Quantum
Director
Scheme description
1
Type of interest
Date
of award
Date of vesting
Basis of award
Shares (max)
Face value
2
Said Darwazah
EIP Element C
Conditional
award
25-Feb-21
25-Feb-24
66%
19,830
$673,028
EIP Element B
Conditional
award
25-Feb-22
25-Feb-24
101%
34,652
$1,023,967
EIP Element C
Conditional
award
25-Feb-22
25-Feb-25
53%
18,420
$544,311
EIP Element B
Conditional
award
30-May-23
30-May-25
69%
31,679
$707,075
EIP Element C
Conditional
award
30-May-23
30-May-26
43%
19,761
$441,066
LTIPs 2023
5
Conditional
award
30-May-23
30-May-26
291%
132,783
$2,963,717
Total
257,125
2022: 134,786
$6,353,163
2022: $4,108,412
Riad Mishlawi
4
EIP Element C
Conditional
award
25-Feb-21
25-Feb-24
69%
17,120
$581,053
EIP Element B
Conditional
award
25-Feb-22
25-Feb-24
77%
22,099
$653,025
EIP Element C
Conditional
award
25-Feb-22
25-Feb-25
65%
18,691
$552,319
EIP Element B
Conditional
award
30-May-23
30-May-25
96%
36,371
$811,811
EIP Element C
Conditional
award
30-May-23
30-May-26
81%
30,749
$686,318
LTIPs 2023
5
Conditional
award
30-May-23
30-May-26
198%
75,339
$1,681,566
LTIPs 2023
5
Conditional
award
31-Aug-23
31-Aug-26
40%
12,263
$340,176
Total
212,632
2022: N/A
$5,306,268
2022: N/A
Mazen Darwazah
EIP Element C
Conditional
award
25-Feb-21
25-Feb-24
66%
13,903
$471,868
EIP Element B
Conditional
award
25-Feb-22
25-Feb-24
98%
26,812
$792,295
EIP Element C
Conditional
award
25-Feb-22
25-Feb-25
54%
14,844
$438,640
EIP Element B
Conditional
award
30-May-23
30-May-25
100%
36,171
$807,337
EIP Element C
Conditional
award
30-May-23
30-May-26
57%
20,650
$460,908
LTIPs 2023
5
Conditional
award
30-May-23
30-May-26
291%
105,233
$2,348,801
Total
217,613
2022: 98,709
$5,319,848
2022: $3,004,989
1.
The performance criteria for Elements B and C of the EIP are assessed before a grant is considered. Additionally, Element B is subject to forfeiture criteria for the first two years aſter grant
2.
The face value is the value at the point of the EIP grant which is the 30-day average to the 31 December of the performance year. The face value (30-day average price) in respect of
awards granted in 2020 $25.32 (£19.30p), and 2021 $33.94 (£25.25p), and 2022 $29.55(£22.20), and 2023 $18.44(£15.15). The actual value received by Executive Directors under the
share incentive arrangements is dependent upon the share price of Hikma at the time of vesting, the satisfaction of performance criteria and the non-occurrence of forfeiture events
(EIP Element B only).
Forfeiture would apply to 50% of any unvested Element B shares if the financial performance in any year is less than 30% of the target.
3.
The minimum value of the awards at vesting will be the share price on the day of vesting multiplied by the number of shares vesting. If the Executive Director leaves employment during
the vesting period, the normal position is that zero shares vest. If all the forfeiture conditions occur in each year of the vesting period under Element B only, zero shares will vest.
The weighting of each forfeiture condition has a proportional impact on the vesting percentage under Element B only
4.
The outstanding awards shown for Riad Mishlawi relate to grants made prior to appointment as CEO and percentage is based on full year equivalent salary
5.
The share price was determined by the average closing price in the five business days preceding the grant date.
25% of grant vests at threshold and 62.5% vests at target performance
Annual report on remuneration
continued
126
Hikma Pharmaceuticals PLC | Annual Report 2023
The applicable share prices for Hikma during the period under review were:
Date
Market price
(Closing price)
1 January 2023
1,621p
31 December 2023
1,789p
2023 Range (low to high)
1,606p to 2,205p
21 February 2024
1,997.5p
Dilution
In accordance with the guidelines set out by the Investment Association, Hikma can issue a maximum of 10% of its issued share capital
in a rolling ten-year period to employees under all its share plans and a maximum of 50% of this (representing 5% of issued share capital)
for discretionary share plans. The following table summarises the current level of dilution resulting from Hikma’s share plans since 2013:
Type of plan
Granted in a
rolling ten-year
period
Granted during
the year
Discretionary Share Plans (5% Limit)
4.42%
0.86%
Director share interests (audited)
Said Darwazah, Mazen Darwazah and Ali Al-Husry are Directors and shareholders of Darhold Limited. Darhold holds 60,000,000 Ordinary
Shares in Hikma. The table below breaks down their shareholdings in Hikma by shares effectively owned through Darhold and shares held
personally or by connected people. The cancellation and issuance of shares in Darhold and Hikma, as well as changes in the number of
Hikma shares held by Darhold, can lead to a degree of variation in the ‘Effective Hikma shares’.
Darhold
Personal
Director
Interest in
Darhold
Effective
Hikma shares
Shares
(incl. connected
people)
Total
shareholding
Said Darwazah
22.40%
13,437,000
797,985
14,234,985
Mazen Darwazah
1
11.29%
6,771,000
1,351,507
8,122,507
Ali Al-Husry
2
8.28%
4,968,600
1,162,811
6,131,411
1.
Mazen Darwazah holds his shares in Darhold Limited through a family trust
2.
Ali Al-Husry holds his shares in Hikma and Darhold Limited through a family trust
The following table sets out details of the Directors’ shareholdings in Hikma as at 31 December 2023 and, where there are shareholding
requirements, whether these have been met:
Ownership requirements
Total
Scheme Interests
Total
Director
Percentage
of salary
Number
of shares
Requirement
fulfilled?
Shares
owned
3
Awards subject
to performance
conditions
4
EIP subject to
service
(Element C)
Share
interests
Said Darwazah
1
300%
134,162
Yes
14,234,985
199,114
58,011
14,492,110
Riad Mishlawi
2
300%
44,168
Yes
92,838
146,072
66,560
212,632
Mazen Darwazah
3
300%
106,292
Yes
8,122,507
168,216
49,397
8,340,120
Ali Al-Husry
5
N/A
N/A
N/A
6,131,411
N/A
N/A
6,131,411
Patrick Butler
N/A
N/A
N/A
3,875
N/A
N/A
3,875
John Castellani
N/A
N/A
N/A
3,500
N/A
N/A
3,500
Nina Henderson
N/A
N/A
N/A
7,100
N/A
N/A
7,100
Cynthia Flowers
N/A
N/A
N/A
1,100
N/A
N/A
1,100
Douglas Hurt
N/A
N/A
N/A
4,500
N/A
N/A
4,500
Deneen Vojta
N/A
N/A
N/A
1,000
N/A
N/A
1,000
Laura Balan
N/A
N/A
N/A
N/A
N/A
N/A
Victoria Hull
N/A
N/A
N/A
N/A
N/A
N/A
1.
Including shares effectively owned through Darhold as per the table above
2.
Riad Mishlawi was appointed CEO with effect from 1 September 2023
3.
Mazen Darwazah holds his shares in Darhold Limited through a family trust, in which he has a beneficial interest
4.
This includes element B awards made under the EIP (see page 116) and the LTIP under the new Policy.
5.
Ali Al-Husry holds his shares in Hikma and Darhold Limited through a family trust, in which he has a beneficial interest
There have been no changes in the interests of the Directors in the shares of Hikma between 31 December 2023 and the date of this report.
The share price used to calculate whether the shareholding requirements have been met is the price on 31 December 2023 of £17.89 and foreign
exchange rate of $1.273 to £1 on the same date.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Director share interests (audited) continued
The following table sets out the changes in the share interests of Directors during the year under review and up to the date of this report.
Other than as detailed in the table, the Directors’ share interests in Hikma did not change during the period.
Director
Date
Event
Number of shares
Said Darwazah
17/04/2023
Vesting of 2020 EIP Element C. Retained all Shares
27,057
Said Darwazah
17/04/2023
Vesting of 2021 EIP Element B. Retained all Shares
34,827
Riad Mishlawi
17/04/2023
Vesting of 2020 EIP Element C. Retained all Shares
22,437
Riad Mishlawi
17/04/2023
Vesting of 2021 EIP Element B. Retained all Shares
20,285
Mazen Darwazah
17/04/2023
Vesting of 2020 EIP Element C. Retained all Shares
18,831
Mazen Darwazah
17/04/2023
Vesting of 2021 EIP Element B. Retained all Shares
24,319
Douglas Hurt
06/06/2023
Market Purchase of Shares
1,500
Deneen Vojta
18/01/2023
Market Purchase of Shares
1,000
Scheme interests (audited)
The following table sets out details of the ‘scheme interests’ of the Directors. Element B and C of the EIP have been included because they have
service conditions in excess of one year.
Type of interest
Share interests with performance
measures
Vested but
unexercised
Director
Shares
Share options
Yes
No
Said Darwazah
257,125
199,114
58,011
Riad Mishlawi
1
212,632
146,072
66,560
Mazen Darwazah
217,613
168,216
49,397
All other directors
1, Riad Mishlawi was appointed CEO with effect from 1 September 2023
Total shareholder return
During the last ten years, Hikma has outperformed the FTSE 100 index. The performance has been below the FTSE 350 Pharmaceuticals &
Biotechnology segment, a relatively small group of companies that are mainly focused on developing new drugs. The Remuneration Committee
has chosen these comparators because it uses executive compensation benchmarking data from the FTSE 100 and the pharmaceutical
industry when considering compensation for the Executive Directors.
0
100
200
300
31 Dec
2013
24 Dec
2014
31 Dec
2015
28 Dec
2018
30 Dec
2016
29 Dec
2017
27 Dec
2019
31 Dec
2020
31 Dec
2021
30 Dec
2022
29 Dec
2023
76%
147%
68%
Hikma Pharmaceuticals PLC
FTSE 100
FTSE 350 / Pharmaceuticals and Biotechnology - SEC
Annual report on remuneration
continued
128
Hikma Pharmaceuticals PLC | Annual Report 2023
Remuneration table
The following table sets out the total remuneration, including amounts vesting under short-term and long-term incentive plans, for each
financial period in respect of the Directors holding the positions of Executive Chairman and CEO. The total figures for the financial years 2017
and 2016 are higher than would otherwise be the case due to a change of incentive plan. In accordance with the Regulations, the 2017 and 2016
totals include LTIPs vesting during the relevant period (which were granted three years before) and Element C of the EIP which was granted in
respect of the relevant period. The Regulations require Element C to be treated in a similar way to the annual bonus, although it is an award of
shares that will vest three years aſter grant.
Said Darwazah — Executive Chairman
Riad Mishlawi— Chief Executive Officer
Year
Total
Bonus as
% max
1
Deferred share
awards as
% max
2
Total
Bonus as
% max
1
Deferred share
awards as
% max
2
2023
$3,573,139
81%
81%
$1,552,467
83%
83%
2022
$3,402,078
37%
38%
N/A
N/A
N/A
2021
$4,586,119
62%
67%
N/A
N/A
N/A
2020
$4,059,653
73%
77%
N/A
N/A
N/A
2019
$4,448,934
74%
78%
N/A
N/A
N/A
2018
$4,501,217
88%
90%
N/A
N/A
N/A
2017
$3,538,646
0%
0%
N/A
N/A
N/A
2016
$6,308,238
71%
68%
N/A
N/A
N/A
2015
$7,316,042
98%
98%
N/A
N/A
N/A
2014
$5,056,255
100%
70%
N/A
N/A
N/A
1.
For the years 2014-2022 the ‘Bonus as % max’ column comprises cash under Element A of the EIP paid immediately and shares under Element C of the EIP that are released three years
aſter grant.
2.
For the years 2014-2022 the as % max’ column includes Element B of the EIP, shares that vest in two years from the date of grant provided that the Executive remains in employment and
forfeiture events have not occurred.
No LTIP award granted under the new Policy is due to vest until 2026.
Non-Executive Directors (audited)
In December 2022, the Executive Directors reviewed the fees paid to Non-Executive Directors and made a number of changes that came
into effect from 1 January 2023, the full details of which can be found on page 121 of the Annual Report 2022. No subsequent changes
have been made.
Fee (all elements)
$
Taxable benefits
1
$
Total
$
Name
Board position
2023
2022
2023
2022
2023
2022
Patrick Butler
2
Non-Executive Director
136,234
132,633
973
817
137,207
133,450
Ali Al-Husry
Non-Executive Director
112,546
108,627
4,170
0.0
116,716
108,627
John Castellani
Independent Director and
CRE Committee Chair
143,636
132,633
16,056
18,852
159,692
151,485
Nina Henderson
Independent Director,
Remuneration Committee
Chair and Workforce
Engagement Lead
162,290
140,192
14,085
7,524
176,375
147,716
Cynthia Flowers
Independent Director
124,982
120,630
9,697
7,007
134,679
127,637
Douglas Hurt
Independent Director and
Audit Committee Chair
149,854
144,636
0.0
0.0
149,854
144,636
Laura Balan
3
Independent Director
124,982
30,296
0.0
0.0
124,982
30,296
Victoria Hull
3
Senior Independent Director
and Nomination and
Governance Committee Chair
149,196
20,197
77
214
149,273
20,411
Deneen Vojta
3
Independent Director
124,982
20,197
2,072
2,578
127,054
22,776
1.
‘Taxable benefits’ includes certain accommodation expenses for Non-Executive Directors that are wholly related to their attendance at Board meetings and are in accordance with
normal Hikma expense policy.
2.
Patrick Butler was Senior Independent Director and Governance committee Chair until April 2023.
3.
These NEDs were appointed during 2022
129
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Payments to past Directors (audited)
There were no payments made to past Directors during 2023.
Payments for loss of office (audited)
There were no payments for loss of office during the financial year.
Terms of appointment and service
Service contracts
The details of the service contracts of the Executive Directors of Hikma in force at the end of the year under review are available for inspection
at Hikma’s registered office at 1 New Burlington Place, London W1S 2HR, were:
Executive Director
Company notice period
Contract date
Unexpired term of contract
Potential termination payment
Said Darwazah
12 months
1 July 2007
Rolling contract
12 months’ salary and benefits
Riad Mishlawi
12 months
11 April 2023
Rolling contract
12 months’ salary and benefits
Mazen Darwazah
12 months
25 May 2006
Rolling contract
12 months’ salary and benefits
The Executive Directors are not appointed for a specified term and, therefore, do not have an outstanding term that requires disclosure.
Letters of appointment
The Non-Executive Directors have letters of appointment with Hikma, not service contracts, which are available for inspection at Hikma’s
registered office at 1 New Burlington Place, London W1S 2HR. Appointments are made for a period of 36 months and then reviewed.
Non-Executive Director
Date of appointment
Notice period
Ali Al-Husry
14 October 2005
1 month
Pat Butler
1 April 2014
1 month
John Castellani
1 March 2016
1 month
Nina Henderson
1 October 2016
1 month
Cynthia Flowers
1 June 2019
1 month
Douglas Hurt
1 May 2020
1 month
Laura Balan
1 October 2022
1 month
Victoria Hull
1 November 2022
1 month
Deneen Vojta
1 November 2022
1 month
Hikma complies with the UK Corporate Governance Code 2018 requirement that all Directors be subject to election or annual re-election
by shareholders.
External appointments
Hikma recognises that Executive Directors may be invited to take up non-executive directorships or public sector and not-for-profit
appointments, and that these can broaden the experience, network and knowledge of the Director, from which Hikma can benefit.
Executive Directors may accept external appointments as long as they do not lead to a conflict of interest and are allowed to retain any fees.
During the year under review, Said Darwazah received fees of $4,100 (2022: $4,100), There were no other fees paid to Executive Directors
relating to external appointments. External appointments are detailed in their Director profiles on pages 86 and 87.
Implementation of Policy
In February 2024, the Remuneration Committee reviewed the base salaries for Executive Directors and agreed that there would be no changes
with effect from 1 January 2024.
Annual report on remuneration
continued
130
Hikma Pharmaceuticals PLC | Annual Report 2023
Annual bonus design for year ending 31 December 2024
The measures and targets for the annual bonus plan will be reviewed annually by the Committee and those agreed for 2024 are:
Area
Description
Rationale
Weighting
1
Executive
Chairman
Executive
Vice
Chairman
CEO
Financial
Group/Division
Revenue
Historically, the pricing of generic pharmaceutical products has
decreased with time. The Committee recognizes that this could
lead to declining revenue over the longer term, which could
ultimately result in a declining business overall.
By ensuring that a significant proportion of performance
remuneration is based on revenue, the Committee is able to ensure
that the Executive Directors are focused on mitigating pricing
declines by maximising the potential of the in-market portfolio,
launching new products, and developing the pipeline. Please see
page 16 of the Strategic report for the detail on this target
30%
32%
30%
Group Core/
Divisional EBIT
Ultimately, core operating profit is a key measure of value to Hikma’s
shareholders. Given the highly competitive business environment
in which Hikma operates, the Executive Directors must focus
continuously on optimising Hikma’s cost base.
50%
48%
50%
Strategic
Corporate structureThe correct financing structure, business constituents and locations
are critical to the future growth of Hikma. The Executive Chairman
will review these and provide the Board with recommendations
10%
Environment
The efficient use of water in Hikma’s operations in MENA is a key
area for reducing the impact on the environment. The Executive
Chairman, Vice Chairman and CEO have been requested to
establish water related targets for Jordan, KSA, Algeria and
make progress against these targets
10%
5%
5%
Strategic execution
To continue Hikma’s growth in MENA the Vice Chairman has been
set a number of specific strategic objectives to achieve
15%
Strategic execution
To continue Hikma’s growth the CEO has been set a number of
targets regarding commercial development and business plans.
These will be disclosed in the 2024 Annual Report
10%
Diversity
An appropriate and diverse leadership structure is important for
having the necessary experience to build Hikma. As a result the
CEO has been asked to review the leadership structure, together
with roles and responsibilities to ensure that it is effective
5%
1.
The financial weightings for the Executive Vice Chairman are 12% Group Revenue,18% Core EBIT, 20% MENA Revenue and 30% MENA Core EBIT
The Committee has discretion to adjust the pay out to reflect the underlying business performance and any other relevant factors. Details of
the financial and strategic targets for the year ended 31 December 2024 will be disclosed retrospectively in next year’s annual report on
remuneration, by which time the Board will no longer deem them commercially sensitive.
131
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Annual report on remuneration
continued
Long term incentive awards to be made in year ending 31 December 2024
The Committee intends to issue a Performance Share Plan (PSP) award to the Executive Directors. Under the Policy long-term incentive
measures will be reviewed annually by the Committee and will be designed to drive Hikma business strategy and align with the delivery of
value to shareholders. It is proposed that the following targets will be set for the 2024 award and measure over the period 1 January 2024 to
31 December 2026:
Measure
Rationale
Weighting
Threshold
Target
Maximum
Core compound EPS growth
for 1 January 2024 to 31 December 2026
1
Alignment with shareholders return
30%
1%
2%
5%
Percentage of revenue from new business over
3 years
Developing revenue from new business is a
key element of Hikma’s business plan
40%
12%
15%
18%
Relative TSR performance compared to
FTSE 50-150 (excluding investment trusts)
Alignment with shareholders return
20%
Median
Upper
quartile
Retention of employees measured by reduction
in voluntary turnover measured against 2023
base number.
It is critically to Hikma’s growth strategy
that it retains key employees to drive the
business.
10%
7%
10%
13%
1.
The main reason for a lower EPS CAGR target, compared to the 2023 award of 8%, is that 2023 provided significant profits resulting from the exclusivity period of Sodium Oxybate.
It is proposed that a PSP share award of 300% is made to the Executive Directors subject to the measures in the above table.
Closing statement
We have continued to develop our approach to remuneration reporting this year and the Committee hopes that this has aided your
understanding of our Remuneration Policy and practices. Please do not hesitate to contact me if you have any questions or observations.
For and on behalf of the Remuneration Committee.
Nina Henderson
Chair of the Remuneration Committee
21 February 2024
132
Hikma Pharmaceuticals PLC | Annual Report 2023
Other statutory disclosures
Directors’ report and Strategic report
The Directors’ report and Strategic report for the year ended
31 December 2023 comprise pages 80 to 137 and pages 1 to 79.
This report forms the management report for the purposes of the
Disclosure and Transparency Rules. Readers are asked to cross refer
to the other sections of the Annual Report to the extent necessary
to meet Hikma’s reporting obligations as follows (statements that
are not applicable have been excluded):
Likely future developments of Hikma: Strategic report
and the Business and financial review, pages 1 to 36
Related party transactions: Note 38 to the Group
financial statements, page 190
Going concern statement: Risk management report, page 75
Longer-term viability statement: Risk management report, page 76
Greenhouse gas emissions: Sustainability report, pages 50 to 53
Financial instruments and risk: Notes 2 and 29 to the Group
financial statements, pages 155 and 178 to 183
Stakeholder and S.172 Statement, pages 20 to 25
For the purposes of Listing Rule 9.8.4, shareholders are directed in
accordance with the following table to notes in the consolidated
financial statements:
Item
Reference
Interest capitalised and associated tax relief
See Notes 11 and 12 on
pages 163 to 166
Publication of unaudited
financial information
None
Details of long-term incentive schemes
See Note 37 on pages
187 to 189
Waiver of emoluments by Directors
None
Allotment of securities for cash,
including by major subsidiaries
None
Controlling entities/parent undertakings
of Hikma
None
Contracts of significance with a material
interest of a Director or controlling
shareholders
None
Services provided to Hikma by
controlling shareholders
None
Arrangements by which shareholders have
agreed to waive current or future dividends
See Note 31 on pages
183 and 184
Controlling shareholder agreements
and associated obligations
Hikma does not
have any controlling
shareholders within
the meaning of the
Listing Rules
Principal activity
The principal activities of Hikma are the development, manufacture
and marketing of a broad range of generic, branded and in-licensed
pharmaceutical products. Hikma’s pharmaceutical operations are
conducted through three business segments: Injectables, Branded
and Generics. The majority of Hikma’s operations are in the MENA
region, North America and Europe. Hikma does not have overseas
branches within the meaning of the Companies Act 2006 (the Act).
Hikma’s net sales, gross profit and segmental results are shown
by business segment in Note 5 to the Group financial statements
on pages 158 and 159.
Results
Hikma’s reported profit attributable to shareholders of Hikma
Pharmaceuticals PLC for the year in 2023 was $190 million
(2022: $188 million).
Dividend
The Board is recommending a final dividend of 47 cents per share
(2022: 37 cents per share) bringing the total dividend for the full year
to 72 cents per share (2022: 56 cents per share). The proposed
dividend will be paid on 3 May 2024 to eligible shareholders on
the register at the close of business on 22 March 2024, subject
to approval at the Annual General Meeting on 25 April 2024.
Post-balance sheet events
On 1 February 2024, the Group reached an agreement in principle to
resolve the vast majority of the opioid related cases brought against
Hikma Pharmaceuticals USA Inc. by US states, their subdivisions, and
tribal nations. These cases relate to the manufacture and sales of
prescription opioid medications. The agreed upon settlement is not
an admission of wrongdoing or legal liability. The Group booked a total
provision of $129 million to cover for the expected settlement amount
for all related cases in North America. The provision is considered
an adjusting post balance sheet event and is recognised in
the consolidated financial statements for the year ended
31 December 2023.
Creditor payment policy
Hikma’s policy, which is also applied by all subsidiaries and will
continue in respect of the 2024 financial year, is to settle terms
of payment with all suppliers when agreeing the terms of each
transaction and to ensure that we abide by those terms of payment.
Trade creditors of Hikma at 31 December 2023 were equivalent to
76 days’ purchases (2022: 83 days), based on Group trade payables
multiplied by 365, divided by trailing 12 months Group cost of goods
sold.
Donations
During the year Hikma made charitable donations of over $6.0 million
(2022: $5.0 million):
Type of donation
Amount
donated in
2023 ($)
Amount
donated in
2022 ($)
Local charities serving communities
in which Hikma operates
1,249,424
1,022,963
Medical (donations in kind)
4,906,573
4,326,648
Political donations and expenditure
nil
nil
Total
6,155,997
5,349,611
Hikma’s policy prohibits the payment of political donations and
expenditure within the meaning of the Act.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Research and development
Hikma’s investment in research and development (R&D) during 2023
represented 5.2% of Group revenue (2022: 5.7%). Further details on
Hikma’s R&D activities can be found on pages 12 to 19.
Significant contracts
Due to the nature of Hikma’s business, members of Hikma are party
to agreements that could alter or be terminated upon a change of
control of Hikma following a takeover. However, none of these
agreements is individually deemed to be significant in terms of its
potential impact on the business of Hikma taken as a whole. The
Directors are not aware of any agreements between Hikma and its
Directors or employees that provide for compensation for loss of
office or employment that occurs because of a takeover bid. There are
no persons, with whom Hikma has contractual or other arrangements,
who are deemed to be essential to the business of Hikma.
Directors
It is the Board’s policy that all Directors should retire and, should
the Director wish to continue in office, seek election or re-election
on an annual basis. Accordingly, Said Darwazah, Mazen Darwazah, Ali
Al-Husry, John Castellani, Nina Henderson, Cynthia Flowers, Douglas
Hurt, Laura Balan, Victoria Hull and Deneen Vojta will seek re-election
at the AGM and Riad Mishlawi will seek election at the AGM.
Indemnities and insurance
Hikma maintains an appropriate level of Directors’ and Officers’
insurance. The Directors benefit from qualifying third-party
indemnities made by Hikma that were in force during the year and as
at the date of signing this report. These indemnities are uncapped in
amount in relation to losses and liabilities which Directors may incur
to third parties in the course of the performance of their duties.
Auditors
Each person who was a Director of Hikma at the date when this report
was approved confirms that:
so far as the Director is aware, there is no relevant audit information
of which Hikma’s auditors are unaware
the Director has taken all the steps that they ought to have taken as
a Director to make themself aware of any relevant audit information
and to establish that Hikma’s auditors are aware of that information
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Workforce engagement
Nina Henderson is the designated Non-Executive Director to engage
with the workforce under the UK Corporate Governance Code 2018
(the Code) and undertook workforce engagement activities,
as described on pages 22 and 83. Hikma continued to operate its
existing workforce engagement mechanisms which include intra-
Group communications, social networking, an open door policy for
legitimate union representatives and the operation of share incentive
arrangements. Hikma does not discriminate against a potential
employee on grounds of disability and will make reasonable
adjustments to employ and develop disabled people.
Stakeholder engagement
Further information on the Board’s engagement with stakeholders
is detailed in our Section 172 Statement on pages 20 to 25.
Equity
Capital structure
Details of the issued share capital, together with movements in
the issued share capital during the year, can be found in Note 31
to the Group financial statements on pages 183 and 184. Hikma has
one class of Ordinary Shares of 10 pence each (Shares) which carries
no right to fixed income. Each share carries the right to one vote at
general meetings of Hikma.
As at 31 December 2023:
Type
Nominal value
In issue
Issued
during
the year
Cancelled
during
the year
Shares
10 pence
233,914,604
845,519
During 2023, Hikma issued Shares solely pursuant to the exercise of
options under the 2005 Long Term Incentive Plan, 2009 Management
Incentive Plan, 2018 Management Incentive Plan, and 2014 Executive
Incentive Plan.
There are no specific restrictions on the size of a holding or on the
transfer of shares, which are both governed by the general provision
Hikma’s Articles of Association (the Articles) and prevailing legislation.
The Directors are not aware of any agreements between holders of
Hikma’s shares that may have resulted in restrictions on the transfer
of securities or on voting rights. No person has any special rights with
regard to the control of Hikma’s share capital and all issued shares are
fully paid.
Share buyback
At the Annual General Meeting (AGM) on 28 April 2023, shareholders
gave the Directors authority to purchase shares from the market up
to an amount equal to 10% of Hikma’s issued share capital at that time.
This authority expires at the earlier of 28 July 2024 or the 2024 AGM,
which is scheduled for 25 April 2024. During 2023 no Ordinary Shares
were purchased by the Company.
During 2022, the Company purchased and cancelled 12,499,670
Ordinary Shares.
During 2020, the Company purchased 12,833,233 Ordinary Shares
from Boehringer Ingelheim (the ‘Treasury Shares’). The Treasury
Shares are held in treasury and, accordingly, do not receive
dividends and do not exercise voting rights.
Share issuance
At the AGM on 28 April 2023, the Directors were authorised to issue
relevant securities up to an aggregate nominal amount of £7,342,093
and to be empowered to allot equity securities for cash on a non-pre-
emptive basis up to an aggregate nominal amount of £4,405,256 at
any time up to the earlier of the date of the 2024 AGM or 28 July 2024.
The Directors propose to renew these authorities at the 2024 AGM
for a further year. In the year ahead, other than in respect of Hikma’s
obligations to satisfy rights granted to employees under its various
share-based incentive arrangements, the Directors have no present
intention of issuing any additional share capital of Hikma.
Details of the employee share schemes are set out in Note 37 to
the Group financial statements on pages 187 to 189. The Hikma
Pharmaceuticals Employee Benefit Trust (EBT) holds no shares.
The EBT has waived its right to vote on any shares it holds and also
to its entitlement to a dividend. Other than the EBT and the Treasury
Shares, no other shareholder has waived the right to a dividend.
Other statutory disclosures
continued
134
Hikma Pharmaceuticals PLC | Annual Report 2023
Diversity disclosures pursuant to Listing Rule 9.8.6R
In April 2022, the UK Financial Conduct Authority (FCA) published its final rules to increase the disclosure of diversity on listed company
boards and executive committees. This requires listed companies to disclose in a prescribed format information on the diversity of their board
and executive committee. The Listing Rules (to which Hikma is subject) have been amended to require disclosure of the prescribed information
and the new requirement applies to financial years beginning on or aſter 1 April 2022.
The Listing Rules require listed companies to state whether they have met certain targets on board diversity. The information in the table below
is at 31 December 2023, which is the date selected as the reference date within Hikma’s accounting period. The targets set out in the Listing
Rules are that:
1. at least 40% of the individuals on its board of directors are women;
2. at least one of the following senior positions on its board of directors is held by a woman (the chair, SID, CEO or CFO); and
3. at least one individual on its board of directors is from a minority ethnic background.
As at the reference date, the Board of Hikma meets all three targets.
Gender diversity
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)¹
Number
in Executive
Management
Percentage
of Executive
Management
Men
7
58%
2
7
88%
Women
5
42%
1
1
12%
Not specified/prefer not to say
Ethnic background diversity
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)¹
Number
in Executive
Management
Percentage
of Executive
Management
White British or other White (including minority-white groups)
8
67%
1
4
50%
Mixed/Multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
4
33%
2
4
50%
Not specified/prefer not to say
Between 31 December 2023 and 21 February 2024, being the date at which this report is signed, Julie Hill was appointed to the Executive
Committee. This change does not affect Hikma’s ability to meet any of the targets detailed above. Each member of the Board or Executive
Management has confirmed their gender and ethnic background to the Company Secretary and the above data has been collated from
those records.
1.
The CFO is not appointed to the Board
135
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Annual General Meeting
The AGM of Hikma will be held at Sofitel St James, 6 Waterloo Place,
London SW1Y 4AN on Thursday 25 April 2024, starting at 11.00 am.
The Notice convening the meeting is given in a separate document
accompanying this document, and includes a commentary on the
business of the AGM, explains how shareholders can take part
and includes notes to help shareholders exercise their rights
at the meeting.
Hikma provides for the vote on each resolution to be by poll rather
than by show of hands. This provides for greater transparency and
allows the votes of all shareholders to be counted, including those
cast by proxy. The level of proxies lodged for each resolution is
projected onto a screen as each resolution is put to the meeting.
A ‘vote withheld’ explanation is included in the Notice.
Powers of the Directors
The powers of the Directors are determined by the Articles, the Code
and other relevant UK legislation. The Articles give the Directors the
power to appoint and remove Directors. The power to buy back, issue
and allot shares contained in the Articles is subject to shareholder
approval at each AGM. The Articles, which are available on the
website, may only be amended by special resolution of
the shareholders.
Substantial shareholdings
As at 31 December 2023, Hikma had been notified pursuant
to sections 89A to 89L of the Financial Services and Markets Act
2000 and Rule 5 of the Disclosure and Transparency Rules of the
UKLA of the following interests in the voting rights attaching to the
share capital of Hikma:
Name of shareholder
Number of Shares
Percentage held
1
Darhold Limited
2
60,000,000
27.14%
Wellington Management Group LLP
11,556,882
5.23%
BlackRock Group
10,003,617
4.53%
1.
The percentages detailed relate to voting rights in the Company. Therefore, the Treasury
Shares and any shares held by the EBT have been excluded from the denominator for
this calculation
2. Said Darwazah, Mazen Darwazah and Ali Al-Husry, each being a Director and shareholder
of Hikma, are shareholders and Non-Executive Directors of Darhold Limited. See page
127 for details of their interests in Darhold Limited
Between 31 December 2023 and 21 February 2024, being the date at
which this report is signed, no changes in substantial shareholdings
were notified to Hikma.
Pre-emptive issue of shares
During the year under review, and in the period since the date of
Hikma’s Initial Public Offering on 1 November 2005, Hikma did not
issue any shares pursuant to an authority given by shareholders
at an AGM to issue shares for cash on a non-pre-emptive basis,
other than in respect of the placing undertaken on 17 January 2008.
Statement of directors’ responsibilities in respect of
the financial statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the Group financial statements in accordance with UK-adopted
international accounting standards and the Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework”, and applicable
law). In preparing the Group and Company financial statements, the
Directors have also elected to comply with International Financial
Reporting Standards issued by the International Accounting
Standards Board (IFRSs as issued by IASB).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and Company and of the profit or
loss of the group for that period. In preparing the financial statements,
the Directors are required to:
select suitable accounting policies and then apply them
consistently;
state whether applicable UK-adopted international accounting
standards and IFRSs issued by IASB have been followed for the
Group financial statements and United Kingdom Accounting
Standards, comprising FRS 101 have been followed for the
Company financial statements, subject to any material departures
disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable
and prudent; and
prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will
continue in business.
The Directors are responsible for safeguarding the assets of the
Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and Company and enable
them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Other statutory disclosures
continued
136
Hikma Pharmaceuticals PLC | Annual Report 2023
Directors’ confirmations
The Directors consider that the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the
Directors’ report confirm that, to the best of their knowledge:
the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards
and IFRSs issued by IASB, give a true and fair view of the assets,
liabilities, financial position and profit of the Group;
the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the Company; and
the Annual Report includes a fair review of the development and
performance of the business and the position of the Group and
Company, together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the date the Directors’ report
is approved:
so far as the Director is aware, there is no relevant audit information
of which the Group’s and Company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s
auditors are aware of that information.
Electronic communications
Hikma’s preference is to communicate through Hikma’s website,
rather than in paper form. Shareholders are encouraged to visit the
website to access Hikma’s Annual Reports and half-year and final
results presentations. Shareholders who wish to receive paper
communications can elect to do so using our shareholder portal
(
www.hikmashares.com
) or through Hikma’s Registrar, Link Group.
The Directors’ report was approved by the Board of Directors and
signed on its behalf by:
Said Darwazah
Executive Chairman
21 February 2024
Riad Mishlawi
Chief Executive Officer
21 February 2024
137
Hikma Pharmaceuticals PLC | Annual Report 2023
Corporate Governance
Financial
statements
140
Independent auditors’ report
to the members of Hikma
Pharmaceuticals PLC
146
Consolidated income statement
147
Consolidated statement of
comprehensive income
148
Consolidated balance sheet
149
Consolidated statement
of changes in equity
150
Consolidated cash flow statement
151
Notes to the consolidated
financial statements
194
Company balance sheet
195
Company statement
of changes in equity
196
Notes to the Company
financial statements
Hikma Pharmaceuticals PLC | Annual Report 2023
138
139
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Independent auditors’ report to the members
of Hikma Pharmaceuticals PLC
Report on the audit of
the financial statements
Opinion
In our opinion:
Hikma Pharmaceuticals PLC’s Group financial statements and
Company financial statements (the “financial statements”) give a
true and fair view of the state of the Group’s and of the Company’s
affairs as at 31 December 2023 and of the Group’s profit and the
Group’s cash flows for the year then ended;
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies
Act 2006;
the Company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework”, and applicable law); and
the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual
Report, which comprise: the Consolidated and Company balance
sheets as at 31 December 2023; the Consolidated income statement,
the Consolidated statement of comprehensive income, the
Consolidated cash flow statement and the Consolidated and
Company statements of changes in equity for the year then ended;
and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to IFRS Accounting
Standards as issued by the IASB
As explained in note 2 to the financial statements, the Group,
in addition to applying UK-adopted international accounting
standards, has also applied IFRS Accounting Standards as issued
by the International Accounting Standards Board (“IASB”).
In our opinion, the Group financial statements have been properly
prepared in accordance with IFRS Accounting Standards as issued
by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 7, we have provided no non-audit
services to the Company or its controlled undertakings in the period
under audit.
Our audit approach
Overview
Audit scope
Our audit included full scope audits of four components, an
audit of specific financial statement line items of one additional
component and audit procedures performed centrally over
certain specific material balances at locations around the Group
and over central consolidation and adjustment entities. Full scope
components account for 81% of consolidated revenue and 68% of
core profit before tax.
Key audit matters
Adequacy and appropriateness of management’s impairment
and impairment reversal indicators assessment in respect of the
Generic Advair Diskus® and Generics cash generating units (Group)
Valuation and accuracy of gross to net rebate and returns
adjustments in the US (Group)
Recoverability of the carrying amounts in respect of investments
in subsidiaries (Company)
Materiality
Overall Group materiality: $31 million (2022: $25 million) based
on approximately 5% of core profit before tax (2022: based on
approximately 5% of core profit before tax).
Overall Company materiality: $37.6 million (2022: $39 million) based
on approximately 1% of total assets (2022: based on approximately
1% of total assets).
Performance materiality: $23.2 million (2022: $18.75 million) (Group)
and $28.2 million (2022: $29.2 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters, and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Key audit matter
How our audit addressed the key audit matter
Adequacy and appropriateness of management’s impairment and
impairment reversal indicators assessment in respect of the Generic
Advair Diskus® and Generics cash generating units (Group)
The group has property, plant and equipment (“PPE”) of $1,096 million (2022:
$1,024 million) and intangible assets of $1,100 million (2022: $1,124 million).
Management has assessed whether indicators of impairment or impairment
reversal existed in relation to PPE and intangible assets as at 31 December
2023, performed at the cash generating units (“CGUs”) level, being the lowest
level at which largely independent cash inflows are generated.
The goodwill and certain intangible assets allocated to the Generic Advair
Diskus® and Generics CGUs were impaired in previous years. This, together
with recent CGU performance, has resulted in these CGUs being the focus of
our key audit matter.
CGUs with finite life assets must be assessed for indicators of impairment at
each reporting date. Where an impairment indicator has been identified, the
recoverable amount of the CGU needs to be calculated to assess whether an
impairment exists. Conversely, where there has been a sustained improvement
in the conditions that gave rise to a prior impairment an impairment reversal
should be recorded, other than where the impairment related to goodwill which
cannot be reversed. Management’s assessment did not identify any indicators
of impairment or impairment reversal.
The assessment of whether an impairment trigger has occurred requires
exercise of judgement. The determination of whether there has been a
sustained improvement in the conditions that gave rise to a previous
impairment, to support an impairment reversal, also involves a significant
degree of judgement and careful consideration. This includes, but is not limited
to, consideration of actual performance in the year and management’s view of
future cash flow forecasts. These forecasts are based on management’s
expectations of external factors such as market competition, likelihood of
regulatory product approvals and changes to regulations in addition to its own
intentions. These impact key assumptions like market share, pricing, revenue
growth and profit margins.
Accordingly, the adequacy and appropriateness of management’s impairment
and impairment reversals indicators assessment for these two CGUs was
determined to be a key audit matter.
Refer to the Audit Committee review of areas of significant judgement,
accounting policies (note 2), critical accounting judgements and key sources
of estimation uncertainty (note 3), and goodwill and other intangible assets
(note 15) and property, plant and equipment (note 16) in the Group financial
statements.
We performed the following audit procedures in order to evaluate the
reasonableness of management’s indicators assessment and their
conclusions:
We reconciled the carrying values of the CGUs to underlying financial
records and understood the constituents of the CGU;
We obtained management’s five-year business plan (“5YBP”) and verified
that the 5YBP was approved by the Board;
We evaluated the current year performance of the CGUs against prior year
forecasts, compared the previous 5YBP to the current year 5YBP and
challenged management to understand the reasons for improvement in
the performance of both CGUs;
We considered the changes to the 5YBP since the last formal recoverable
value determination in 2022, focusing on changes in the forecasts with
respect to key contributor products.
We analysed the changes to forecasts for key contributor products since
the last formal recoverable amount determination for the CGUs in 2022 to
assess whether these changes have a material impact on the recoverable
amounts of the CGUs in order to determine if they represent an indicator
of impairment or impairment reversal;
We made enquiries of management including the commercial, regulatory
and legal teams to further understand the key inputs and assumptions
underpinning the forecasts for the overall CGU and in respect of key
contributor products. We corroborated and challenged these key inputs
and assumptions from these discussions using available third party
data (e.g. IQVIA market intelligence, analyst reports), by inspecting
correspondence with the regulator, and agreeing information to
contracts; and,
Our internal valuation experts determined discount rate ranges for these
CGUs. We considered the movement in these ranges since the prior year
to identify any potential triggering events which may indicate a full
impairment assessment is required as per IAS 36.
Based on our procedures we consider management’s conclusion that there
are no indicators of impairment or impairment reversal to be reasonable.
We also evaluated the disclosures in note 2, note 3, note 15 and note 16
and consider these to be appropriate.
Valuation and accuracy of gross to net rebate and returns
adjustments in the US (Group)
Management is required to make estimates in respect of revenue recognition,
specifically the level of returns and rebates to be realised against the Group’s
revenue. The Group recorded significant revenue deductions for the year
ended 31 December 2023 and determined provisions for customer rebates
of $27 million, indirect rebates of $67 million and returns of $133 million.
In aggregate, these estimates are complex, material to the financial statements
and require significant estimation by Directors to establish an appropriate
provision and accordingly this was determined to be a key audit matter.
Refer to the Audit Committee review of areas of significant judgement,
accounting policies (note 2), critical accounting judgements and key sources
of estimation uncertainty (note 3), trade and other receivables (note 21) and
other current liabilities (note 27) in the Group financial statements.
We considered the Group’s processes for making judgements in this area
and performed the following procedures:
We assessed the revenue recognition policy and applicable controls in
place around this process;
We tested controls over the validation and approval of payment claims;
We tested returns, rebates payments and credit memos throughout the
year by agreeing selected transactions back to the underlying source
documentation including customer claims and payment information;
We confirmed channel inventory with major wholesalers or performed
alternative procedures where confirmations were not received;
We developed an independent expectation or tested management’s
process for the largest elements of the reserves at 31 December 2023
using assumptions and inputs based on contracted prices and rebate
terms, historical rebates, discounts, validated channel inventory levels,
and invoices received or payments made, as applicable, subsequent to
year-end to validate provisions. We compared this expectation to the
actual accrual recognised by the Group; and,
We considered the historical accuracy of the Group’s estimates in
previous years and the effect of any adjustments to prior years’
accruals in the current year’s results.
Based on the procedures performed, we did not identify any material
differences between our independent expectations and the reserves
recorded. We also evaluated the disclosures in note 2, note 3, note 21
and note 27 which we consider to be appropriate.
141
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Independent auditors’ report to the members
of Hikma Pharmaceuticals PLC
continued
Key audit matter
How our audit addressed the key audit matter
Recoverability of the carrying amounts in respect of investments
in subsidiaries (Company)
The investments in subsidiaries of $3,303m (2022: $3,296m) are accounted for
at cost less impairment in the Company balance sheet at 31 December 2023.
Investments in subsidiaries are accounted for at cost less provision for
impairment in the Company balance sheet. Investments are tested for
impairment if impairment indicators exist. If such indicators exist, the
recoverable amounts of investments in subsidiaries are estimated in order to
determine the extent of the impairment loss, if any. Any such impairment loss is
recognised in the income statement.
The impairment assessment was identified as a key audit matter due to the size
of the underlying investment carrying values at 31 December 2023. Impairment
indicators were identified in connection with certain investments in subsidiaries
due to the carrying value of investments exceeding the net assets of the
underlying subsidiaries. As a result, the recoverable amount of the investments
are determined by reference to the value in use, in order to determine the
headroom, if any. The determination of the recoverable amount requires the
application of management judgement and estimates, particularly in
determining the key assumptions to be applied in preparing cash flow
projections.
Refer to accounting policies (note 2) and investment in subsidiaries (note 4)
in the Company financial statements.
We performed the following audit procedures in relation to the carrying
amount of investments in subsidiaries:
We evaluated management’s assessment of whether any indicators of
impairment existed by comparing the carrying values of investments
in subsidiaries with the net assets of the underlying subsidiaries at
31 December 2023;
For investments where the net assets were lower than the carrying values,
we assessed their recoverable value by reference to the value in use of
the investments compared to their carrying values at 31 December 2023.
Where applicable, we verified that the recoverable values of investments
were consistent with the recoverable values of the related CGUs tested for
goodwill impairment purposes, leveraging the audit work undertaken as
part of the Group audit; and,
We separately evaluated the difference between the carrying value of
the Company’s investments in subsidiaries and the Group’s market
capitalisation.
Based on the procedures performed, we noted no material issues
arising from our work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the Group and the
Company, the accounting processes and controls, and the industry
in which they operate.
Procedures, including oversight discussions and site visits by senior
team members, were performed prior to year-end to refine the audit
approach and evaluate component auditor procedures and controls
testing. As at 31 December 2023, Hikma Pharmaceuticals PLC had 57
subsidiaries and one joint venture as part of the Group. These entities
may operate solely in one segment but more commonly operate
across two. Each component submits a Group reporting package to
Hikma’s central accounting team including its income statement and
balance sheet prepared under Group accounting policies which are in
accordance with the accounting standards. We instructed component
teams in the US, Jordan, Saudi Arabia and Algeria to audit reporting
packages of certain entities in these territories and report to us the
results of their full scope audit work. We also engaged our component
team in Portugal to perform an audit over specific balances.
In addition to instructing and reviewing the reporting from our
component audit teams, we conducted file reviews and participated
in key meetings with local management both remotely and in person.
We had regular dialogue with component teams throughout the year
and performed site visits to the US, Jordan, Algeria and Portugal. In
addition to the work performed by our component teams, central
audit procedures were performed by the Group engagement team
in relation to specific material balances not covered by component
auditors. The Group consolidation and related central consolidation
and other adjustments, financial statement disclosures and corporate
functions were also audited by the Group engagement team. This
included our work over central taxation adjustments, valuation of
goodwill and intangible assets and major transactions. Taken together,
audit work over the full scope components and central procedures
performed covered approximately 81% of the Group’s revenue and
68% of the Group’s core profit before tax. In addition to the audit
procedures noted above, we also performed disaggregated analytical
review procedures over certain of the Group’s smaller and lower
risk components that were not directly included in our Group audit
scope. This provided the evidence we needed for our opinion on
the consolidated financial statements taken as a whole. We also
performed a full scope audit of the Company to a separate
Company standalone materiality.
The impact of climate risk on our audit
As explained in the Sustainability Report, the Group is mindful of
its impact on the environment and is focussed on ways to reduce
climate related impacts. In planning and executing our audit we
have considered the Group’s risk assessment process to identify
and model the potential impact of climate change on the financial
statements and further engaged with our own sustainability experts.
Based on this, we understand that the key impact to the Group could
be a potential increase in input costs for energy intensive supplies
such as active pharmaceutical ingredients and packaging materials
due to carbon pricing. This would impact the financial statement line
items and estimates associated with future cash flows since the
impact of climate change is expected to become more notable in the
medium to long term. The key areas impacted include recoverability
of goodwill, intangible assets and deferred tax assets. We note that
management’s assessment is that the impact on Hikma is currently
immaterial, nevertheless, while auditing the estimates associated
with the forecasts, we have challenged management on reflecting
the impact of climate change and any climate change related
commitments in the cash flows particularly in the context of the
Group’s target to reduce Scope 1 and 2 GHG emissions by 25% by
2030. We have not identified any matters as part of this work which
contradict the disclosures in the Annual Report or lead to any
material adjustments to the financial statements.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent of
our audit procedures on the individual financial statement line items
and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall materiality
$31 million (2022: $25 million).
$37.6 million (2022: $39 million).
How we determined it
Based on approximately 5% of core profit before
tax (2022: Based on approximately 5% of core
profit before tax)
Based on approximately 1% of total assets (2022:
Based on approximately 1% of total assets)
Rationale for
benchmark applied
The Group’s principal measure of earnings is core
results. Management believes that it reflects the
underlying performance of the Group and is a
meaningful measure of the Group’s performance
to stakeholders.
Total assets is used as the benchmark as the
Company’s principal activity is to hold the Group’s
investments and perform treasury functions on
behalf of the Group.
For each component in the scope of our Group audit, we allocated a
materiality that is less than our overall Group materiality. The range of
materiality allocated across components was between $12 million and
$27.5 million. Certain components were audited to a local statutory
audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit
and the nature and extent of our testing of account balances, classes
of transactions and disclosures, for example in determining sample
sizes. Our performance materiality was 75% (2022: 75%) of overall
materiality, amounting to $23.2 million (2022: $18.75 million) for the
Group financial statements and $28.2 million (2022: $29.2 million) for
the Company financial statements.
In determining the performance materiality, we considered a number
of factors – the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls – and concluded
that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above $1.5 million (Group
audit) (2022: $1.2 million) and $1.8 million (Company audit) (2022:
$1.2 million) as well as misstatements below those amounts that,
in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the
Company’s ability to continue to adopt the going concern basis of
accounting included:
agreeing the underlying cash flow projections to board approved
forecasts, assessing how these forecasts are compiled, and
assessing the accuracy of management’s forecasts;
evaluating the key assumptions within management’s forecasts;
considering liquidity and available financial resources;
considering compliance with covenants in the current year and
ability to comply with these at each future covenant reporting
date in the going concern period;
assessing whether the plausible downside scenario prepared by
management appropriately considered the principal risks facing
the business; and
evaluating the feasibility of management’s mitigating actions in
the plausible downside scenario.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s and the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual
Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this report, any
form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a
material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing
to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also
considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Independent auditors’ report to the members
of Hikma Pharmaceuticals PLC
continued
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic report and Directors’
report for the year ended 31 December 2023 is consistent with the
financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic report
and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Annual Report on Remuneration to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements
in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect
to the corporate governance statement as other information are
described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement, included within the Corporate Governance
Report is materially consistent with the financial statements and our
knowledge obtained during the audit, and we have nothing material to
add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any
material uncertainties to the Group’s and Company’s ability to
continue to do so over a period of at least twelve months from
the date of approval of the financial statements;
The directors’ explanation as to their assessment of the Group’s
and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
The directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group and Company was substantially less in scope
than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement
is consistent with the financial statements and our knowledge and
understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the
Group’s and Company’s position, performance, business model
and strategy;
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the Company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review by
the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities
in respect of the financial statements, the directors are responsible for
the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control
as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the Group’s and the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Company or to
cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud,
is detailed below.
144
Hikma Pharmaceuticals PLC | Annual Report 2023
Based on our understanding of the Group and industry, we identified
that the principal risks of non-compliance with laws and regulations
related to patent protection, product safety (including but not limited
to the United States Food and Drug Administration regulations),
competition and antitrust laws, pricing practices and legislation, and
anti-bribery and corruption legislation (including but not limited to the
Foreign Corrupt Practices Act), and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have
a direct impact on the financial statements such as applicable tax
legislation, the Companies Act 2006 and Listing Rules of the Financial
Conduct Authority (FCA). We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the
principal risks were related to posting inappropriate journal entries
to manipulate financial results and management bias in accounting
estimates. The Group engagement team shared this risk assessment
with the component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit
procedures performed by the Group engagement team and/or
component auditors included:
discussions with management and the Group’s legal counsel,
including consideration of known or suspected instances of
non-compliance with laws and regulations and fraud;
assessment of matters reported on the Group’s whistleblowing
hotline and results of management’s investigation of such matters;
challenging assumptions made by management in its significant
accounting estimates particularly in relation to estimation of
rebate and returns provisions, and recoverability of intangible
assets (see related key audit matters above); and
identifying and testing journal entries, in particular any journal
entries posted with unusual account combinations and
consolidation journals.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to
events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We will
oſten seek to target particular items for testing based on their size
or risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which
the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities
. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only
for the Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
we have not obtained all the information and explanations we
require for our audit; or
adequate accounting records have not been kept by the Company,
or returns adequate for our audit have not been received from
branches not visited by us; or
certain disclosures of directors’ remuneration specified by law
are not made; or
the Company financial statements and the part of the Annual
Report on Remuneration to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the members on 11 May 2016 to audit the financial
statements for the year ended 31 December 2016 and subsequent
financial periods. The period of total uninterrupted engagement
is eight years, covering the years ended 31 December 2016 to
31 December 2023.
Other matter
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements will form part of the ESEF-prepared annual financial report
filed on the National Storage Mechanism of the Financial Conduct
Authority in accordance with the ESEF Regulatory Technical Standard
(‘ESEF RTS’). This auditors’ report provides no assurance over whether
the annual financial report will be prepared using the single electronic
format specified in the ESEF RTS.
Nigel Comello
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
21 February 2024
145
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Consolidated income statement
For the year ended 31 December 2023
2023
Core
results
2023
Exceptional items
and other
adjustments
(Note 6)
2023
Reported
results
2022
Core
results
2022
Exceptional items
and other
adjustments
(Note 6)
2022
Reported
results
Note
$m
$m
$m
$m
$m
$m
Revenue
4
2,875
2,875
2,517
2,517
Cost of sales
(1,468)
(17)
(1,485)
(1,252)
(27)
(1,279)
Gross profit/(loss)
1,407
(17)
1,390
1,265
(27)
1,238
Selling, general and administrative
expenses
(544)
(223)
(767)
(509)
(106)
(615)
Impairment loss on financial assets, net
(3)
(29)
(32)
(5)
(5)
Research and development expenses
(149)
(149)
(144)
(144)
Other operating expenses
9
(9)
(71)
(80)
(25)
(181)
(206)
Other operating income
9
5
5
14
14
Total operating expenses
(700)
(323)
(1,023)
(669)
(287)
(956)
Operating profit/(loss)
5
707
(340)
367
596
(314)
282
Finance income
10
7
7
3
26
29
Finance expense
11
(90)
(5)
(95)
(77)
(4)
(81)
Gain/(loss) from investment at fair value
through profit or loss (FVTPL)
2
2
(2)
(2)
Gain from investment divestiture, net
5
5
Profit/(loss) before tax
626
(345)
281
520
(287)
233
Tax
12
(131)
42
(89)
(111)
69
(42)
Profit/(loss) for the year
495
(303)
192
409
(218)
191
Attributable to:
Non-controlling interests
32
3
(1)
2
3
3
Equity holders of the parent
492
(302)
190
406
(218)
188
Earnings per share (cents)
Basic
14
223
86
181
84
Diluted
14
221
85
180
84
146
Hikma Pharmaceuticals PLC | Annual Report 2023
Consolidated statement of
comprehensive income
For the year ended 31 December 2023
2023
Core
results
2023
Exceptional items
and other
adjustments
(Note 6)
2023
Reported
results
2022
Core
results
2022
Exceptional items
and other
adjustments
(Note 6)
2022
Reported
results
Note
$m
$m
$m
$m
$m
$m
Profit/(loss) for the year
495
(303)
192
409
(218)
191
Other comprehensive
income/(expense)
Items that may subsequently be
reclassified to the consolidated
income statement:
Currency translation and
hyperinflation movement
(3)
(3)
(87)
(87)
Deferred tax on currency translation
1
1
Reclassification of translation gain on
disposal of subsidiary
(8)
(8)
Items that will not subsequently be
reclassified to the consolidated
income statement:
Change in investments at fair value
through other comprehensive
income (FVTOCI)
19
(13)
(13)
(8)
(8)
Total other comprehensive expense
for the year
(15)
(15)
(95)
(8)
(103)
Total comprehensive
income/(expense) for the year
480
(303)
177
314
(226)
88
Attributable to:
Non-controlling interests
2
2
Equity holders of the parent
478
(303)
175
314
(226)
88
480
(303)
177
314
(226)
88
147
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Consolidated balance sheet
At 31 December 2023
2023
2022
Note
$m
$m
Non-current assets
Goodwill
15
388
389
Other intangible assets
15
712
735
Property, plant and equipment
16
1,096
1,024
Right-of-use assets
17
45
57
Investment in joint venture
18
10
10
Deferred tax assets
12
226
192
Financial and other non-current assets
19
103
65
2,580
2,472
Current assets
Inventories
20
891
776
Income tax receivable
49
32
Trade and other receivables
21
824
809
Cash and cash equivalents
22
205
270
Other current assets
23
120
110
Assets classified as held for sale/distribution
11
2
2,100
1,999
Total assets
4,680
4,471
Current liabilities
Short-term financial debts
24
150
139
Lease liabilities
17
11
9
Trade and other payables
25
568
476
Income tax payable
74
73
Provisions
26
152
32
Other current liabilities
27
384
348
1,339
1,077
Net current assets
761
922
Non-current liabilities
Long-term financial debts
28
975
1,074
Lease liabilities
17
55
61
Deferred tax liabilities
12
25
19
Provisions
26
7
Other non-current liabilities
30
70
92
1,132
1,246
Total liabilities
2,471
2,323
Net assets
2,209
2,148
Equity
Share capital
31
40
40
Share premium
282
282
Other reserves
(282)
(265)
Translation reserve related to assets classified as held for distribution
(14)
Retained earnings
2,158
2,092
Equity attributable to equity holders of the parent
2,198
2,135
Non-controlling interests
32
11
13
Total equity
2,209
2,148
The consolidated financial statements of Hikma Pharmaceuticals PLC, registered number 5557934, on pages 146 to 193 were approved by the Board of
Directors on 21 February 2024 and signed on its behalf by:
Said Darwazah
Executive Chairman
21 February 2024
Riad Mishlawi
Chief Executive Officer
148
Hikma Pharmaceuticals PLC | Annual Report 2023
Consolidated statement
of changes in equity
For the year ended 31 December 2023
Share
capital
Share
premium
Other reserves
Translation
reserve
related to
assets
classified as
held for
distribution
Retained
earnings
Equity
attributable
to equity
holders of
the parent
Non-
controlling
interests
Total
equity
Merger and
revaluation
reserves
Translation
reserve
Capital
redemption
reserve
Total
other
reserves
Note
$m
$m
$m
$m
$m
$m
$m
$m
$m
$m
$m
Balance at 1 January 2022
42
282
164
(224)
(60)
2,189
2,453
14
2,467
Profit for the year
188
188
3
191
Change in investments at fair value
through other comprehensive
income (FVTOCI)
19
(8)
(8)
(8)
Currency translation and
hyperinflation movement
(84)
(84)
(84)
(3)
(87)
Reclassification of translation gains
on disposal of subsidiary
(8)
(8)
(8)
(8)
Total comprehensive income for
the year
(92)
(92)
180
88
88
Transfer of merger reserve
31
(129)
(129)
129
Issue of Ordinary Bonus Share
31
1,746
(1,746)
Cancellation of Ordinary Bonus
Share
31
(1,746)
1,746
Cost of equity-settled employee
share scheme
37
22
22
22
Dividends paid
13
(125)
(125)
(3)
(128)
Ordinary Shares purchased and
cancelled
31
(2)
2
2
(300)
(300)
(300)
Shares buyback transaction cost
(3)
(3)
(3)
Other comprehensive income
accumulated in equity related to
assets classified as held for
distribution
14
14
(14)
Acquisition of subsidiaries
2
2
Balance at 31 December 2022 and
1 January 2023
40
282
35
(302)
2
(265)
(14)
2,092
2,135
13
2,148
Profit for the year
190
190
2
192
Change in investments at fair value
through other comprehensive
income (FVTOCI)
19
(13)
(13)
(13)
Currency translation and
hyperinflation movement
(3)
(3)
(3)
(3)
Deferred tax on currency translation
1
1
1
Total comprehensive income for
the year
(3)
(3)
178
175
2
177
Cost of equity-settled employee
share scheme
37
25
25
25
Dividends paid
13
(137)
(137)
(4)
(141)
Other comprehensive income
accumulated in equity related to
assets no longer classified as held for
distribution
1
(14)
(14)
14
Balance at 31 December 2023
40
282
35
(319)
2
(282)
2,158
2,198
11
2,209
1.
Translation reserve related to assets classified as held for distribution was reclassified to other reserves as the liquidation of Pharma Ixir Co. Ltd, one of the subsidiaries in Sudan, is no longer expected to
be completed within twelve months because of the ongoing conflict in the country.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Consolidated cash flow statement
For the year ended 31 December 2023
2023
2022
Note
$m
$m
Cash flows from operating activities
Cash generated from operations
33
737
585
Income taxes paid
(131)
(103)
Income taxes received
2
48
Net cash inflow from operating activities
608
530
Cash flow from investing activities
Purchase of property, plant and equipment
(169)
(138)
Proceeds from disposal of property, plant and equipment
18
1
Purchase of intangible assets
(35)
(87)
Proceeds from disposal of intangible assets
9
Additions to investments at FVTOCI
(27)
(15)
Proceeds from sale of investment at FVTOCI
1
Acquisition of businesses, net of cash acquired
35
(98)
(373)
Advance payment related to non-financial assets
19
(23)
Cash loss on disposal of subsidiary
(1)
Payments of contingent consideration liability
(7)
(6)
Interest income received
7
3
Net cash outflow from investing activities
(333)
(607)
Cash flow from financing activities
Proceeds from issue of long-term financial debts
778
1,401
Repayment of long-term financial debts
(841)
(962)
Proceeds from short-term financial debts
437
380
Repayment of short-term financial debts
(467)
(363)
Repayment of lease liabilities
(10)
(9)
Dividends paid
13
(137)
(125)
Distributions to non-controlling interests
(4)
(3)
Interest and bank charges paid
(82)
(68)
Increase in restricted cash
19
(10)
Revolving credit facility upfront fees paid
(5)
Share buyback
(300)
Share buyback transaction costs
(3)
Payments of co-development and earnout payment agreement
(1)
(1)
Net cash outflow from financing activities
(337)
(58)
Net decrease in cash and cash equivalents
(62)
(135)
Cash and cash equivalents at beginning of year
270
426
Foreign exchange translation movements
(3)
(21)
Cash and cash equivalents at end of year
22
205
270
150
Hikma Pharmaceuticals PLC | Annual Report 2023
Hikma Pharmaceuticals PLC | Annual Report 2023
151
Notes to the consolidated
financial statements
1. Adoption of new and revised standards
The following new and revised standards and interpretations have been
issued and are effective for annual periods beginning on 1 January 2023.
IFRS 17 (New Standard)
Insurance Contracts
IAS 1 (Amendments)
Presentation of Financial Statements and
 
IFRS Practice Statement 2 Making
 
Materiality Judgements – disclosure of
 
accounting policies
IAS 8 (Amendments)
Accounting Policies, Changes in
 
Accounting Estimates and Errors –
 
definition of accounting estimates
IAS 12 (Amendments)
Income Taxes – deferred tax related to
 
assets and liabilities arising from a single
 
transaction
IAS 12 (Amendments)
Income Taxes – International Tax Reform
 
— Pillar Two Model Rules
IAS 1 amendments had an impact on the Group’s disclosures of
accounting policies, but did not impact the measurement, recognition or
presentation of the consolidated financial statements. The other new and
revised standards and interpretations had no significant impact on the
consolidated financial statements but may impact the accounting for
future transactions and arrangements.
The standards and interpretations that had been issued but were not
mandatory for annual reporting periods ending on 31 December 2023
were not early adopted. The Group doesn’t expect any significant impact
from applying these standards and interpretations.
2. Accounting policies
General information
Hikma Pharmaceuticals PLC is a public limited liability company
incorporated and domiciled in the United Kingdom under the Companies
Act 2006. The address of the registered office is stated on page 202.
The Group’s principal activities are the development, manufacturing,
marketing and selling of a broad range of generic, branded generic and
in-licensed patented pharmaceutical products in solid, semi-solid, liquid
and injectable final dosage forms.
Basis of preparation
Hikma Pharmaceuticals PLC’s consolidated financial statements have
been prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards. The
consolidated financial statements also fully comply with the International
Financial Reporting Standards as issued by the International Accounting
Standards Board (”IFRS Accounting Standards”).
The consolidated financial statements have been prepared under the
historical cost convention, except for the revaluation to fair value of
certain financial assets and liabilities.
The accounting policies included in this note have been applied
consistently other than where new policies have been adopted.
The Group’s previously published consolidated financial statements were
also prepared in accordance with UK-adopted international accounting
standards, the requirements of the Companies Act 2006, and were fully
compliant with the IFRS Accounting Standards.
The presentational currency of the Group’s consolidated financial
statements is the US dollar as the majority of the Group’s business is
conducted in US dollars.
Going concern
The Directors believe that the Group is well diversified due to its
geographic spread, product diversity and large customer and supplier
base. Taking into account the Group’s current position and its principal
risks for a period longer than 12 months from the date of signing the
consolidated financial statement, a going concern analysis has been
prepared using realistic scenarios applying a severe but plausible
downside which shows sufficient liquidity headroom. Therefore, the
Directors believe that the Group and its subsidiaries are adequately
placed to manage their business and financing risks successfully, despite
the current uncertain economic outlook. Having assessed the principal
risks, the Directors considered it appropriate to adopt the going concern
basis of accounting in preparing the consolidated financial statements.
(See page 75).
Financial covenants are suspended while the Group retains its
investment grade status from two rating agencies
1
. As of 31 December
2023, the Group’s investment grade rating was affirmed by S&P and Fitch.
1.
Rating agencies: means each of Fitch, Moody’s and S&P or any of their affiliates or successors
Basis of consolidation
The consolidated financial statements incorporate the results of Hikma
Pharmaceuticals PLC (the Company) and entities controlled by the
Company (together, the Group).
All subsidiaries and the Company’s financial statements are consolidated
up to 31 December each year.
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition
method. All identifiable assets, liabilities and contingent liabilities
acquired are measured at fair value on the acquisition date. All
acquisition-related costs are recognised in the consolidated income
statement as incurred.
The consideration is measured at the aggregate fair values of assets
given, liabilities incurred or assumed, and equity instruments issued by
the Group in exchange for control of the acquiree, at the acquisition date.
Where applicable, this consideration may include the fair value of assets
or liabilities resulting from a contingent consideration arrangement.
Contingent consideration classified as an asset or liability is a financial
instrument and, within the scope of IFRS 9 ‘Financial Instruments’, is
measured at fair value, with changes in fair value recognised in the
consolidated income statement in line with IFRS 9.
Subsequent changes to those fair values can only affect the measurement
of goodwill, where they occur during the ‘measurement period’ and are as
a result of additional information becoming available about facts and
circumstances that existed at the acquisition date. All other changes are
dealt with in accordance with relevant IFRS Accounting Standards. This will
usually mean that changes in the fair value of consideration are recognised
in the consolidated income statement.
Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of the aggregate of consideration,
non-controlling interest and any fair value of previously held equity
interest over the fair values of the identifiable net assets acquired. If, after
reassessment, the Group’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and acquired contingent liabilities exceeds
the cost of the consideration, the gain is recognised immediately in the
consolidated income statement.
The non-controlling interest in the acquiree is initially measured at the
non-controlling interest’s proportion of the net fair value of the assets,
liabilities and acquired contingent liabilities recognised.
Financial Statements
Notes to the consolidated financial statements
continued
2. Accounting policies
continued
152
Hikma Pharmaceuticals PLC | Annual Report 2023
If the initial accounting for a business combination is incomplete by the
end of the reporting period in which the combination occurs, the Group
reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the
measurement period, or additional assets or liabilities are recognised,
to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the
amounts recognised as of that date.
The measurement period is the period from the date of acquisition
to the date the Group obtains complete information about facts and
circumstances that existed as of the acquisition date and is subject
to a maximum of one year.
Revenue recognition
Revenue is recognised in the consolidated income statement when
control of the goods or services are transferred to the customer at an
amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services. The point at which
control passes is determined by each customer arrangement, but
generally occurs on delivery to the customer.
The Group has generally concluded that it acts as principal in its revenue
arrangements because it typically controls the goods before the transfer
to the customer.
The Group manufactures certain medicines on behalf of some
customers. The revenue from providing contract manufacturing services
is recognised when these medicines are approved by the quality control
department, there is no alternative use of these medicines and the
Group has enforceable right to payments.
Revenue represents the amounts receivable after the deduction
of discounts, value added tax, other sales taxes, allowances given,
provisions for chargebacks, accruals for estimated future rebates,
returns and price adjustments. The methodology and assumptions
used to estimate rebates and returns are monitored and adjusted
regularly in light of contractual and historical information.
The Group does not expect to have any contracts where the period
between the transfer of the promised goods or services to the customer
and payment by the customer exceeds one year. As a consequence, the
Group does not adjust any of the transaction prices for time value of money.
Variable consideration
The ultimate net selling price is calculated using variable consideration
estimates for certain gross to net adjustments.
Chargebacks
In the US, the Group sells its products directly to wholesale distributors,
generic distributors, retail pharmacy chains and mail-order pharmacies.
The Group also sells its products indirectly to independent pharmacies,
managed care organisations, hospitals, and group purchasing
organisations, collectively referred to as ‘indirect customers’. The Group
enters into agreements with its indirect customers to establish pricing
for certain products. The indirect customers then independently
select a wholesaler from which they purchase the products at agreed-
upon prices. The Group will provide credit to the wholesaler for the
difference between the agreed-upon price with the indirect customer
and the wholesaler’s invoice price. This credit is called a chargeback.
The provision for chargebacks is based on historical sell-through levels
by the Group’s wholesale customers to the indirect customers, and
estimated wholesaler inventory levels. As sales are made to large
wholesale customers, the Group continually monitors the provision for
chargebacks and makes adjustments when it believes that actual
chargebacks may differ from estimated reserves.
Returns
The Group has a product return policy that allows customers to return
the product within a specified period prior to and subsequent to the
expiration date. Provisions for returns are recognised as a reduction of
revenue in the period in which the underlying sales are recognised.
The Group estimates its provision for returns based on historical
experience, representing management’s best estimate. While such
experience has enabled reasonable estimations in the past, history
may not always be an accurate indicator of future returns. The Group
continually monitors the provisions for returns and makes adjustments
when it believes that actual product returns may differ from established
reserves (see Note 27 for return sensitivity analysis).
Rebates
In the US, rebates are granted to wholesaler distributors and direct
customers. Rebates are also granted to healthcare authorities and certain
indirect customers under contractual arrangements. Products sold in the
US are covered by various programmes (such as Medicaid) under which
products are sold at a discount.
The Group estimates its provision for rebates based on current
contractual terms and conditions as well as historical experience,
changes to business practices and credit terms. While such experience
has enabled reasonable estimations in the past, history may not always
be an accurate indicator of future rebate liabilities. The Group continually
monitors the provisions for rebates and makes adjustments when it
believes that actual rebates may differ from established reserves.
All rebates are recognised in the period in which the underlying sales
are recognised as a reduction of revenue (see Notes 21 and 27 for rebates
sensitivity analysis).
Performance obligation
Free goods
Free goods are issued to certain customers as an alternative to discounts.
These free goods give rise to a separate performance obligation, which
requires management to allocate the transaction price to the original
goods and the related free goods. Revenue for free goods is recognised
when they are transferred to the customer and a contract liability is
recognised when the free goods are due but not yet transferred to
the customer.
Share-based payments
(Note 37)
At the Company’s discretion and subject to the achievement of Group
and personal performance criteria in the prior year, employees
(including Executive Directors) of the Group receive performance-based
remuneration in the form of share-based payments, whereby employees
render their services in exchange for shares or rights over shares (equity-
settled transactions) under 2014 Executive Incentive Plans (EIP), the
2009 and 2018 Management Incentive Plan (MIP) or the deferred bonus
shares awards introduced within the 2023 Incentive Policy.
Additionally, a new Long-Term Incentive Plan (LTIP) was introduced
under the 2023 Incentive Policy, which represents a performance share
plan with performance measured over certain non-market and market
conditions in future years.
The cost of share-based payments’ transactions with employees for the
EIP, MIP and deferred bonus shares awards is measured by reference to
the fair value at the date at which the share-based awards are granted.
Fair value is determined based on the share price as at the date of grant
discounted by dividend yield. The cost of share-based payments for
these share awards is recognised, together with a corresponding increase
in equity, on a straight-line basis over the year of performance and the
vesting period after the grant date.
2. Accounting policies
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
153
The cost of share-based payments’ transactions with employees under
the LTIP is measured by reference to the fair value at the date at which
the share-based payments are granted. Fair value is determined based
on Monte Carlo methodology for the market condition portion. For non-
market conditions, fair value is determined based on the share price at
the date of the grant, no discounting for dividend yield is applied as
participants will receive the benefit of dividends paid during the vesting
period in the form of additional shares. The cost is recognised, together
with a corresponding increase in equity, on a straight-line basis over the
vesting period after the grant date.
The Group revises its estimate of the number of equity instruments
expected to vest, and the impact of the revision of the original estimates
(except for the portion related to a market vesting condition), if any,
is recognised in the consolidated income statement, such that the
cumulative expense reflects the revised estimate, with a corresponding
adjustment to equity reserves.
The dilutive effect of outstanding share-based payments is reflected in the
computation of diluted earnings per share.
Taxes
(Note 12)
The Group provides for income tax according to the laws and regulations
prevailing in the countries where the Group operates. Furthermore, the
Group computes and records deferred tax assets and liabilities according
to IAS 12 ‘Income Taxes’.
The tax expense represents the sum of the current tax in the current
period and deferred tax.
Current Income Tax
Current income tax assets and liabilities are measured at the amount
expected to be recovered from or paid to the taxation authorities within
one year.
The current tax incurred in the period is based on taxable profit for the
year and prior year movement accounted for in the current year. Taxable
profit differs from net profit as reported in the consolidated income
statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group’s tax incurred is calculated using
tax rates that have been enacted or substantively enacted by the
consolidated balance sheet date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used
in the computation of taxable profit and is accounted for using the
consolidated balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences
will reverse. To the extent the temporary difference arises from goodwill
or from the initial recognition (other than in a business combination) of
other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit and at the time of the transaction does
not give rise to equal taxable and deductible temporary differences,
no deferred tax is provided.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, and interests in joint ventures, except
where the Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled, or the asset is
realised. Deferred tax is charged or credited in the consolidated income
statement, except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt within equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each
consolidated balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all
or part of the asset to be recovered.
Mandatory temporary exception
The Group has applied the temporary exception issued by the IASB in
May 2023 from the accounting requirements for deferred taxes in IAS 12.
Accordingly, the Group neither recognises nor discloses information about
deferred tax assets and liabilities related to Pillar Two income taxes.
Uncertain tax position
In line with IFRIC 23, if it is considered probable that a tax authority will
accept an uncertain tax treatment, the tax charge should be calculated
on that basis. If it is not considered probable, the effect of the uncertainty
should be estimated and reflected in the tax charge. In assessing the
uncertainty, it is assumed that the tax authority will have full knowledge of
all information related to the matter.
Exceptional items and other adjustments
(Note 6)
We use a number of non-IFRS measures to report and monitor the
performance of our business. Management uses these adjusted numbers
internally to measure our progress and for setting performance targets.
We also present these numbers, alongside our reported results, to
external audiences to help them understand the underlying performance
of our business. Our adjusted numbers may be calculated differently to
other companies.
Adjusted measures are not substitutable for IFRS numbers and should
not be considered superior to results presented in accordance with IFRS
Accounting Standards.
Core results
Reported results represent the Group’s overall performance. However,
these results can include one-off or non-cash items that mask the
underlying performance of the Group. To provide a more complete
picture of the Group’s performance and to improve comparability of our
consolidated financial statements to external audiences, we provide,
alongside our reported results, core results, which are a non-IFRS
measure. We represent and discuss our Group and segmental financials
reconciled between reported and core results. This presentation allows
for full visibility and transparency of our financials so that shareholders
are able to clearly assess the performance factors of the Group.
Core results mainly exclude:
Amortisation of intangible assets other than software
Impairment charge/reversal of intangible assets and property, plant
and equipment
Finance income and expense resulting from remeasurement and
unwinding of contingent consideration and co-development
earnout payment agreement financial liabilities
Exceptional items which management believes to be exceptional in
nature by virtue of their size or incidence, or have a distortive effect
on current year earnings, such as costs associated with business
combinations, one-off gains and losses on disposal of businesses,
legal expenses, reorganisation costs and any exceptional items
related to tax such as significant tax benefit/expense associated
with previously unrecognised deferred tax assets/liabilities
Our core results exclude the exceptional items and other adjustments
set out in Note 6 in the Notes to the consolidated financial statements.
Financial Statements
Notes to the consolidated financial statements
continued
2. Accounting policies
continued
154
Hikma Pharmaceuticals PLC | Annual Report 2023
Intangible assets
(Note 15)
Intangible assets are measured at cost, less any accumulated
amortisation and impairment losses.
The assets other than goodwill are amortised on a straight-line basis and
the amortisation expense is recognised in the selling, general and
administrative expenses.
Judgement is used to assess the degree of certainty attached to the flow
of future economic benefits that are attributable to the use of the asset
on the basis of the evidence available at the time of initial recognition,
giving greater weight to external evidence.
Expenditures on research and development activities are charged to
the consolidated income statement, except only when the criteria for
recognising an internally generated intangible asset is met, which
is usually when approval from the relevant regulatory authority is
considered probable.
Also, the Group engages with third-party research and development
companies to develop products on its behalf. Substantial payments
made to such third parties to fund research and development efforts
are recognised as intangible assets if the capitalisation criteria for an
intangible asset are met, typically when licences are acquired and certain
milestones are met. All other expenditures are charged to the
consolidated income statement.
Principal intangible assets are:
(a)
Goodwill
(b)
Product related intangibles:
(i)
Product files and in-licensed products recognised through
acquisitions and partnerships are amortised over their useful
economic lives once the asset is ready for use
(ii) In-process product files recognised on acquisition are amortised
over the useful economic life once the asset is ready for use
(c)
Purchased software:
is amortised over the useful economic life when
the asset is ready for use
Other identified intangibles are:
(d)
Customer relationships:
represent the value attributed to the long-
term relationships held with existing customers that the Group
acquired on business combinations. Customer relationships are
amortised over their useful economic lives
(e)
Trade names:
are amortised over their useful lives from the date
of acquisition
(f)
Marketing rights:
are amortised over their useful lives commencing
in the year in which the rights first generate sales
Details of the intangible assets useful lives are included in Note 15.
Property, plant and equipment
(Note 16)
Property, plant and equipment are stated at cost on acquisition and are
depreciated on a straight-line basis except for land.
The normal expected useful lives of the major categories of Property,
plant and equipment are:
   
Buildings
20 to 50 years
Machinery and equipment
3 to 20 years
Vehicles, fixtures and equipment
3 to 13 years
A unit of production method of depreciation is applied to operations in
their start-up phase, as this reflects the expected pattern of consumption
of the future economic benefits embodied in the assets. When these
assets are fully utilised, a straight-line method of depreciation is applied.
Projects under construction are carried at cost, less any recognised
impairment loss. Depreciation of these assets, on the same basis as other
property, plant and equipment assets, commences when the assets are
ready for their intended use.
Any additional costs that extend the useful life of property, plant and
equipment are capitalised.
Impairment of intangible assets and property, plant
and equipment
At the same time each year, the Group carries out an impairment review
for goodwill and intangible assets that are not yet ready for use as follows:
(a) Goodwill is allocated to each of the Group’s cash-generating units.
These cash-generating units are tested for impairment annually, or
more frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash-generating unit is less
than the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit prorata on the basis of
the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
(b) Intangible assets that are not yet ready for use are not subject to
amortisation and are tested annually for impairment or more frequently if
events or changes in circumstances indicate that they might be impaired.
The Group also reviews the carrying amounts of its property, plant and
equipment and intangible assets that are subject to depreciation and
amortisation to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated to determine the extent
of the impairment loss (if any).
If the recoverable amount of an asset (or CGU) is estimated to be less
than its carrying amount, the carrying amount of the asset (or CGU) is
reduced to its recoverable amount. An impairment loss is recognised
immediately in the consolidated income statement.
When an impairment loss for the asset, other than goodwill, subsequently
reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount. However, the increased carrying
amount should not exceed the carrying amount that would have been
determined had there been no impairment in prior years. A reversal of
an impairment loss is recognised immediately in the consolidated
income statement.
Leases
(Note 17)
In accordance with IFRS 16, the Group applies a single recognition and
measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make
lease payments and right-of-use assets representing the right to use the
underlying assets:
Right-of-use assets: The Group recognises right-of-use assets at the
commencement date of the lease (i.e. the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for
any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement
date less any lease incentives received. Unless the Group is
reasonably certain of obtaining ownership of a leased asset at the end
of the lease term, the recognised right-of-use assets are depreciated
on a straight-line basis over the shorter of its estimated useful life and
the lease term
2. Accounting policies
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
155
Lease liabilities: at the commencement date of the lease, the Group
recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments
include fixed payments (including in-substance fixed payments),
less any lease incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected to be paid
under residual value guarantees. The lease payments also include
the exercise price of a purchase option, payments for optional
extension periods and payments of penalties for terminating a lease
when these options are reasonably certain to be exercised by the
Group. The discount rate used to calculate the lease liabilities is the
incremental borrowing rate (IBR). The Group estimates the IBR
using observable inputs (such as market interest rates) when
available and is required to make certain entity-specific estimates
(such as the subsidiary’s stand-alone credit profile)
Short-term leases and leases of low-value assets: the Group applies
the short-term lease recognition exemption to its short-term leases
of machinery and equipment (i.e. those leases that have a lease
term of 12 months or less from the commencement date and do
not contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases of office equipment that are
considered of low value (i.e. below $5,000). Lease payments on
short-term leases and leases of low-value assets are recognised
as an expense on a straight-line basis over the lease term
Inventories
(Note 20)
Inventories are stated at the lower of cost and net realisable value.
Purchased products are stated at acquisition cost including all additional
attributable costs incurred in bringing each product to its present
location and condition. The costs of own-manufactured products
comprise direct materials and, where applicable, direct labour costs and
any overheads that have been incurred in bringing the inventories to their
present location and condition. In the consolidated balance sheet,
inventory is primarily valued at historical cost determined on a moving
average basis, and this value is used to determine the cost of sales in the
consolidated income statement.
Provisions
(Note 26)
Provisions are recognised when the Group has a present obligation (legal
or constructive) as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligations and a reliable estimate
can be made of the amount of the obligation.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s
consolidated balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
The Group classifies its financial assets in the following
measurement categories:
(i) Financial assets at FVTPL
(Note 23)
Include listed shares, debt instruments and investment portfolios held by
the Group that are traded in an active market and are mostly designated
as being measured at fair value through profit or loss. Gains and losses
arising from changes in fair value are recognised in the consolidated
income statement.
(ii) Financial assets at FVTOCI
(Note 19)
The Group irrevocably choses to designate certain investments as
financial assets at FVTOCI as they mainly are venture capital investments
and are not held for trading. Investments in unlisted shares are measured
using a level 3 fair value which is based on cost and adjusted as necessary
for impairment and revaluations with reference to relevant available
information and recent financing rounds. For investments in listed shares,
fair value is readily determinable under level 1 valuation, see Note 29.
(iii) Financial assets at amortised cost
Trade receivables, loans, and other receivables that have fixed or
determinable payments that are not quoted in an active market are
classified as ‘financial assets at amortised cost’.
For trade receivables and contract assets, the Group applies a simplified
approach in calculating expected credit loss. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance
based on lifetime expected credit losses at each reporting date.
The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment.
Financial liabilities
Financial liabilities are classified in two categories: financial liabilities
at FVTPL or financial debts measured at amortised cost representing loans
and borrowings. The classification depends on the nature and purpose of
the financial liabilities and is determined at the time of initial recognition.
(i) Financial liabilities at FVTPL
(Notes 27 and 30)
The Group currently has two financial liabilities at FVTPL as below:
co-development and earn out payment agreements with third
parties where the Group received payments on certain research
and development milestones. In return for receiving such milestone
payments, the Group has agreed to pay the contracting parties a
certain percentage of future sales of those products
contingent consideration arising from the Columbus business
acquisition represents contractual liabilities to make payments to
third parties in the form of milestone payments that are dependent
on the achievement of certain US FDA approval milestones; and
payments based on future sales of certain products
These financial liabilities are recorded under other current liabilities and
other non-current liabilities in the consolidated balance sheet.
(ii) Financial debts
Financial debts are initially measured at fair value, net of transaction
costs and subsequently measured at amortised cost using the effective
interest method.
Cash dividend
The Company recognises a liability to pay a dividend when the
distribution is authorised and no longer at the discretion of the Company.
In accordance with the laws of the United Kingdom, a final dividend is
recognised when it is approved by the majority of shareholders and an
interim dividend is recognised when it is paid.
Financial Statements
Notes to the consolidated financial statements
continued
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3. Critical accounting judgements and key
sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described
in Note 2, the Directors are required to make judgements and estimates
about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if
the revision affects only that period or in the period of the revision and
future periods if the revision affects both current and future periods.
The Group’s Directors believe that the following accounting policies that
involve Directors’ judgements and estimates are the most critical and
might result in a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
Revenue recognition estimate
(Notes 4 and 5)
The Group’s revenue recognition policies require Directors to make
estimates of the net selling price, which is complicated due to chargebacks,
product returns and rebates, which together are considered to be a critical
estimate that might result in a material adjustment.
These arrangements vary by product arrangement and buying group.
Refer to Notes 21 and 27 for sensitivity analysis.
Chargebacks
Critical estimates
The key inputs and assumptions included in calculating this provision are
estimations of ‘in channel’ inventory at the wholesalers (including
processing lag), estimated chargeback rates as informed by average
historical chargeback credits adjusted for expected chargeback levels for
new products, changes to pricing and estimated future sales trends
(including customer mix). Refer to Note 21 for sensitivity analysis.
Returns
Critical estimates
The key assumptions included in calculating this provision are
estimations of the product shelf life, returns rate for revenue subject to
returns, as informed by both historical return rates and consideration of
specific factors like product dating and expiration, new product launches,
entrance of new competitors and changes to contractual terms. Refer to
Note 27 for sensitivity analysis.
Rebates
Critical estimates
The key inputs and assumptions included in estimating this provision are
the historical relationship between contractual rebate payments to
revenue, past payment experience, changes to pricing and sales levels,
estimation of ‘in channel’ inventory at the wholesalers and retail
pharmacies and estimated future sales trends (including customer mix).
Refer to Notes 21 and 27 for sensitivity analysis.
Intangible assets – impairment testing
(Note 15)
Critical judgement
Determining whether an impairment indication has occurred for
individual intangible assets or group of assets. In such case, the
Group assesses the qualitative factors to determine whether it is
more likely than not that the recoverable value of the intangible
asset or group of assets is less than its carrying amount as a basis for
determining whether it is necessary to perform a quantitative
impairment test.
For previously impaired assets, an assessment is made at each
reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have
decreased, if such indication exists, the Group estimates the asset’s
or CGU’s recoverable amount
Based on the annual impairment trigger assessment and impairment
testing for other intangible assets, the Group has not identified any
material impairment on an individual asset basis, that may have
significant risk resulting in a material adjustment to their carrying
amounts within the next financial year.
Taxation
(Note 12)
Tax and transfer pricing audit risk
Critical judgement
In common with most international organisations, the Group is subject
to tax and transfer pricing audits from tax authorities from time to time.
Where an outflow of funds is believed to be probable and a reliable
estimate of the outcome of the dispute can be made, management
provides for its best estimate of the liability in line with IFRIC 23 principles.
These estimates take into account the specific circumstances of each
dispute and relevant external advice, and are inherently judgemental in
nature and could change substantially over time as new facts emerge and
each dispute progresses. The Group regularly takes professional advice
to ensure the risks are appropriately analysed and managed with any
ultimate potential liability being adequately provided, and continues to
invest in its financial systems to improve the quality of the Group’s
financial data which reduces the risk of an adverse tax authority audit.
As at 31 December 2023, the Group’s uncertain tax positions amounted
to $59 million (2022: $50 million) (Note 12), while it is not practical to
provide a sensitivity analysis due to the number of uncertain tax positions
held and the number of jurisdictions to which these relate, the Group
reviews material uncertain tax positions on an individual basis and believes
that it has accounted for an adequate provision for the liabilities likely to
arise from open assessments and audits and continues to re-evaluate
existing uncertain positions to determine if a change in facts and
circumstances has occurred that would make it necessary to adjust.
Contingent liabilities
The promotion, marketing and sale of pharmaceutical products and
medical devices are highly regulated and the operations of market
participants, such as the Group, are closely supervised by regulatory
authorities and law enforcement agencies, including the FDA and
the US Department of Justice. As a result, the Group is subject to
certain investigations by governmental agencies, as well as other
various legal proceedings considered typical to its business relating to
employment, product liability and commercial disputes which may result
in a possible obligation depending on whether some uncertain future
event occurs in relation to legal proceedings and/or governmental
agencies investigations.
It is the Group’s policy to provide for amounts related to these legal
matters if it is probable that a liability has been incurred and an amount
is reasonably estimable.
A contingent liability is not provided for and disclosed in Note 36 if:
payment is not probable where the Group denies having engaged
in conduct that would give rise to liability with respect to these civil
suits and is vigorously pursuing defence of legal proceedings, or
it is a present obligation but the amount cannot be measured reliably
Hikma Pharmaceuticals PLC | Annual Report 2023
157
4. Revenue
Business and geographical markets
The following tables provide an analysis of the Group’s reported revenue by segment and geographical market, irrespective of the origin of the
goods/services:
 
Injectables
Generics
Branded
Others
Total
Y
ear ended 31 December 2023
$m
$m
$m
$m
$m
North America
808
937
4
1,749
Middle East and North Africa
195
703
11
909
Europe and rest of the world
189
11
6
206
United Kingdom
11
11
 
1,203
937
714
21
2,875
 
Injectables
2
Generics
Branded
Others
2
Total
Year ended 31 December 2022 (revised)
$m
$m
$m
$m
$m
North America
1
778
672
1
1,451
Middle East and North Africa
178
681
7
866
Europe and rest of the world
176
10
6
192
United Kingdom
8
8
 
1,140
672
691
14
2,517
1.
Canada is now included in North America (previously in Europe and rest of world). Canada’s 2022 revenue of $18 million has therefore been reclassified to North America
2.
During 2023, the Group has revised its Injectables operating segment. Previously, the 503B compounding business was reported under the Injectables segment and is now included within the Others
segment. 503B compounding business 2022 revenue of $1 million has therefore been reclassified to the Others segment
The top selling markets are shown below:
 
2023
2022
 
$m
$m
United States
1,726
1,433
Saudi Arabia
261
240
Algeria
189
132
Egypt
93
115
 
2,269
1,920
In 2023, included in revenue arising from the Generics and Injectables segments are sales the Group made to three wholesalers in the US, each
accounting for equal to or greater than 10% of the Group’s revenue: $370 million (13% of Group revenue), $365 million (13% of Group revenue) and
$278 million (10% of Group revenue). In 2022, revenue included sales made to three wholesalers: $361 million (14% of Group revenue), $330 million
(13% of Group revenue) and $251 million (10% of Group revenue), respectively.
The following table provides contract balances related to revenue:
 
2023
2022
 
$m
$m
Net trade receivables (Note 21)
789
777
Contract and refund liabilities (Note 27)
179
193
Trade receivables are non-interest bearing and typical credit terms range from 30 to 90 days in the US, 30 to 120 days in Europe and 180 to 360 days
in MENA.
Contract and refund liabilities mainly relate to returns and free goods provisions.
Financial Statements
Notes to the consolidated financial statements
continued
158
Hikma Pharmaceuticals PLC | Annual Report 2023
5. Business segments
For management reporting purposes, the Group is organised into three principal operating divisions – Injectables, Branded and Generics.
These divisions are the basis on which the Group reports its segmental information. (See business and financial review section on page 26 for more
details on the business segments performance)
Core operating profit, defined as ‘segment result’, is the principal measure used in the decision-making and resource allocation process of the
chief operating decision maker, who is the Group’s Chief Executive Officer.
Information regarding the Group’s operating segments is reported below:
   
   
2023
   
2022
 
   
Exceptional items
 
2022
Exceptional items
2022
 
2023
and other
2023
Core
and other
Reported
 
Core
adjustments
Reported
results
adjustments
results
 
results
(Note 6)
results
(revised)
2
(Note 6)
(revised)
2
Injectables
$m
$m
$m
$m
$m
$m
Revenue
1,203
1,203
1,140
1,140
Cost of sales
(546)
(2)
(548)
(489)
(26)
(515)
Gross profit
657
(2)
655
651
(26)
625
Total operating expenses
(213)
(84)
(297)
(214)
(57)
(271)
Segment result
444
(86)
358
437
(83)
354
   
   
2023
   
2022
 
   
Exceptional items
   
Exceptional items
 
 
2023
and other
2023
2022
and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
Branded
$m
$m
$m
$m
$m
$m
Revenue
714
714
691
691
Cost of sales
(348)
(15)
(363)
(341)
(341)
Gross profit
366
(15)
351
350
350
Total operating expenses
(196)
(60)
(256)
(204)
(10)
(214)
Segment result
170
(75)
95
146
(10)
136
   
   
2023
   
2022
 
   
Exceptional items
   
Exceptional items
 
 
2023
and other
2023
2022
and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
Generics
$m
$m
$m
$m
$m
$m
Revenue
937
937
672
672
Cost of sales
(550)
(550)
(406)
(1)
(407)
Gross profit
387
387
266
(1)
265
Total operating expenses
(195)
(45)
(240)
(163)
(219)
(382)
Segment result
192
(45)
147
103
(220)
(117)
   
   
2023
   
2022
 
   
Exceptional items
 
2022
Exceptional items
2022
   
and other
2023
Core
and other
Reported
 
2023
adjustments
Reported
results
adjustments
results
 
Core
         
 
results
(Note 6)
results
(revised)
2
(Note 6)
(revised)
2
Others¹
$m
$m
$m
$m
$m
$m
Revenue
21
21
14
14
Cost of sales
(24)
(24)
(15)
(15)
Gross profit
(3)
(3)
(1)
(1)
Total operating expenses
(6)
(6)
(5)
(5)
Segment result
(9)
(9)
(6)
(6)
1.
Others mainly comprises Arab Medical Containers LLC, International Pharmaceutical Research Centre LLC and the 503B compounding business
2.
During 2023, the Group has revised its Injectables operating segment. Previously, the 503B compounding business was reported under the Injectables segment and is now included within the Others
segment. The 503B compounding business 2022 revenue of $1 million and operating loss of $9 million have therefore been reclassified to the Others segment
5. Business segments
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
159
  
2023
  
2022
 
  
Exceptional items
  
Exceptional items
 
 
2023
and other
2023
2022
and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
Group
$m
$m
$m
$m
$m
$m
Segments' results
797
(206)
591
680
(313)
367
Unallocated expenses¹
(90)
(134)
(224)
(84)
(1)
(85)
Operating profit/(loss)
707
(340)
367
596
(314)
282
Finance income
7
7
3
26
29
Finance expense
(90)
(5)
(95)
(77)
(4)
(81)
Gain/(loss) from investment at fair value through
      
profit or loss (FVTPL)
2
2
(2)
(2)
Gain from investment divestiture, net
5
5
Profit/(loss) before tax
626
(345)
281
520
(287)
233
Tax
(131)
42
(89)
(111)
69
(42)
Profit/(loss) for the year
495
(303)
192
409
(218)
191
Attributable to:
      
Non-controlling interests
3
(1)
2
3
3
Equity holders of the parent
492
(302)
190
406
(218)
188
1.
In 2023, unallocated expenses mainly comprise provision for legal settlements (Notes 6, 26 and 41), employee costs, third-party professional fees, IT and travel expenses
The following table provides an analysis of the Group’s non-current assets
2
by geographic area:
   
2022
 
2023
(restated)
4
 
$m
$m
North America
   
US
1,301
1,305
Canada
3
36
37
 
1,337
1,342
Middle East and North Africa
   
Jordan
348
349
Algeria
104
85
Morocco
89
76
Saudi Arabia
71
51
Others
75
97
 
687
658
Europe and rest of the world
   
Portugal
147
133
Germany
42
40
Others
3
47
22
 
236
195
United Kingdom
11
20
 
2,271
2,215
2.
Non-current assets exclude deferred tax assets (Note 12), investments at FVTOCI, restricted cash and other financial assets (Note 19)
3.
Canada is now included in North America (previously in Europe and rest of the world). Canada’s 2022 non-current assets of $37 million have therefore been reclassified to North America
4.
2022 numbers have been restated to add investment in joint venture to the relevant geographical area
Financial Statements
Notes to the consolidated financial statements
continued
160
Hikma Pharmaceuticals PLC | Annual Report 2023
6. Exceptional items and other adjustments
Exceptional items and other adjustments are disclosed separately in the consolidated income statement to assist in the understanding of the
Group’s core performance. Exceptional items and other adjustments have been recognised in accordance with our accounting policy outlined in Note
2, the details are presented below:
   
   
Injectables
Branded
Generics
Unallocated
Total
   
$m
$m
$m
$m
$m
Impairment and cost in relation to halted
           
 
___
1
         
operations in Sudan
 
(14)
(69)
(83)
Provision for legal settlements
SG&A
(129)
(129)
             
Intangible assets amortisation other
           
than software
SG&A
(47)
(6)
(35)
(88)
Impairment charge on intangible assets
Other operating expenses
(18)
(9)
(5)
(32)
Impairment charge on right-of-use assets
           
             
and property, plant and equipment
Other operating expenses
(7)
(1)
(8)
Remeasurement of contingent
           
             
consideration and other financial liability
Finance expense
(2)
(2)
Unwinding of contingent consideration and
           
             
other financial liability
Finance expense
(3)
(3)
Exceptional items and other adjustments
           
included in profit before tax
 
(86)
(75)
(45)
(139)
(345)
Tax effect
Tax
       
42
Impact on profit for the year
         
(303)
Non-controlling interest
         
(1)
Equity holders of the parent
         
(302)
1.
The impact on the consolidated income statement line items is shown below.
Impairment and costs in relation to halted operations in Sudan: In April 2023, violent conflict erupted in the Sudanese capital of Khartoum. The
conflict has since been escalating in other areas of the country. The Group has evaluated the effect on the carrying values of the Group's assets,
and as a consequence, a loss of $76m was recognised to reflect the fall in the recoverable amount of the assets listed below. A further $7 million
of employee benefits, hyperinflation and other expenses from the halted operations have been classified as exceptional items on the basis that
no revenue was generated after the operations were halted.
   
   
Injectables
Branded
Generics
Unallocated
Total
   
$m
$m
$m
$m
$m
Provision against inventory
Cost of sales
(2)
(15)
(17)
Impairment charge on financial assets
Net impairment loss on
         
 
financial assets
(12)
(17)
(29)
Impairment charge on intangible assets
Other operating expenses
(3)
(3)
Impairment charge on property, plant and
Other operating expenses
         
equipment
 
(25)
(25)
Impairment charge on other current assets
Other operating expenses
(2)
(2)
Cost from halted operations in Sudan
SG&A
(6)
(6)
Cost from halted operations in Sudan
Other operating expenses
(1)
(1)
   
(14)
(69)
(83)
Provision for legal settlements: On 1 February 2024, the Group reached an agreement in principle to resolve the vast majority of the opioid related
cases brought against Hikma Pharmaceuticals USA Inc. by US states, their subdivisions, and tribal nations. The agreed upon settlement is not an
admission of wrongdoing or legal liability. The Group booked a total provision of $129 million to cover the expected settlement amount for all
related cases in North America (Notes 26 and 41)
Intangible assets amortisation other than software of $88 million (Note 15)
Impairment charge on intangible assets: $32 million mainly comprise $11 million in relation to product related intangible assets as a result of
the decline in performance and forecasted profitability and $16 million marketing rights due the termination of business development contracts.
Additionally, $5 million of impairment charge relates to software (Notes 9 and 15)
Impairment charge on property, plant and equipment and right-of-use assets: $8 million of impairment charge mainly relates to a leased
property with no future plans of utilisation (Notes 9, 16 and 17)
Remeasurement of contingent consideration and other financial liability: $2 million represents the finance expense resulting from the valuation of
the liabilities associated with the future contingent payments in respect of contingent consideration recognised through business combinations
and the financial liability in relation to the co-development earnout payment agreement (Notes 11, 27, 29 and 30)
Unwinding of contingent consideration and other financial liability: $3 million represents the finance expense resulting from the unwinding
of contingent consideration recognised through business combinations and the financial liability in relation to the co-development earnout
payment agreement (Notes 11, 27, 29 and 30)
6. Exceptional items and other adjustments
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
161
Tax effect
The tax effect represents the tax effect on pre-tax exceptional items and other adjustments which is calculated based on the applicable tax rate
in each jurisdiction
In the previous year, exceptional items and other adjustments were related to the following:
   
Injectables
Branded
Generics
Unallocated
Total
$m
$m
$m
$m
$m
Gain from investment divestiture, net
5
5
Reorganisation costs
SG&A
(2)
(2)
(9)
(1)
(14)
Impairment charge on property, plant and
equipment and right-of-use assets
Other operating expenses
(4)
(76)
(80)
Impairment charge on intangible assets
Other operating expenses
(8)
(93)
(101)
Intangible assets amortisation other than
software
SG&A
(43)
(8)
(41)
(92)
Unwinding of acquisition related inventory
step-up
Cost of sales
(26)
(1)
(27)
Remeasurement of contingent consideration
Finance income
26
26
Unwinding of contingent consideration and
other financial liability
Finance expense
(4)
(4)
Exceptional items and other adjustments
included in profit before tax
(83)
(10)
(220)
26
(287)
Tax effect
Tax
69
Impact on profit for the year
(218)
Gain from investment divestiture: represents $8 million from reclassification of translation gains previously included in other comprehensive
income and the $3 million loss on disposal of Hikma Liban S.A.R.L.
Reorganisation costs: $14 million of reorganisation costs relate to a one-off global restructuring to align staffing levels with current business conditions.
Impairment charge on property, plant and equipment and right-of-use assets: $80 million of impairment charge relates to excess capacity and
the rationalisation of the R&D pipeline associated production lines mainly in the Generics CGU, in addition to the impairment of generic Advair
Diskus® CGU related property, plant and equipment (Notes 9, 15, 16 and 17)
Impairment charge on intangible assets: $101 million impairment charge mainly relates to the generic Advair Diskus® CGU, other product related
intangible assets and marketing rights mainly resulting from decline in performance and forecasted profitability and the rationalisation of the R&D
pipeline in the Generics CGU (Notes 9 and 15)
Intangible assets amortisation other than software: $92 million intangible assets amortisation other than software
Unwinding of acquisition related inventory step-up: $27 million unwinding of acquisition related inventory step-up reflects the unwinding of the
fair value uplift of the inventory acquired as part of Custopharm Topco Holdings, Inc. business combination and the Teligent Inc. Canadian assets
acquisition ($25 million and $2 million, respectively)
Remeasurement of contingent consideration: $26 million finance income represents the income resulting from the valuation of the liabilities
associated with the future contingent payments in respect of contingent consideration recognised through business combinations (Notes 10, 27,
29 and 30)
Unwinding of contingent consideration and other financial liability: $4 million finance expense represents the expense resulting from the
unwinding of contingent consideration recognised through business combinations and the financial liability in relation to the co-development
earnout payment agreement (Notes 11, 27, 29 and 30)
Tax effect
The tax effect represents the tax effect on pre-tax exceptional items and other adjustments which is calculated based on the applicable tax rate
in each jurisdiction
Financial Statements
Notes to the consolidated financial statements
continued
162
Hikma Pharmaceuticals PLC | Annual Report 2023
7. Audit remuneration
The Group auditor’s remuneration on a worldwide basis is as below:
   
   
2022
 
2023
(restated)
1
 
$m
$m
Fees to the company's auditor and its associates for the audit of the parent company and consolidated
   
financial statements
2.9
3.4
Fees to the company's auditor and its associates for the audit of the financial statements of the Group's
   
subsidiaries
0.6
0.5
Total audit fees
3.5
3.9
Audit related assurance services
0.3
0.2
Other non-audit fees
0.2
Total audit and non-audit fees
4.0
4.1
1.
2022 figures have been restated to reflect final amounts billed, the figures have also been revised to reflect $1.8 million which has been reclassified from audit fees for the financial statements of the
Group's subsidiaries to fees for the consolidated financial statements
Audit related assurance services relate to review procedures in respect of the interim financial information.
A description of the work of the Audit Committee is set out in the Audit Committee report on pages 97 to 100 and includes an explanation of how
auditor objectivity and independence is safeguarded when non-audit services are provided by the auditor.
8. Staff costs
The average monthly number of employees (including Executive Directors) was:
   
 
2023
2022
 
Number
Number
Production
5,257
5,071
Sales, general and administration
3,200
3,234
Research and development
510
530
 
8,967
8,835
   
 
2023
2022
 
$m
$m
Aggregate remuneration for employees (including Executive Directors) comprised:
   
Wages, salaries and bonuses
431
411
Social security costs
41
37
Post-employment benefits
15
16
End of service indemnity
8
20
Share-based payments (Note 37)
25
22
Car and housing allowances
23
22
Health insurance
38
42
Other costs and employee benefits
29
23
 
610
593
Hikma Pharmaceuticals PLC | Annual Report 2023
163
9. Other operating expenses/income
   
2023
   
2022
 
   
Exceptional
   
Exceptional
 
 
2023
items and other
2023
2022
items and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
Other operating expenses
$m
$m
$m
$m
$m
$m
Impairment charges (Notes 15, 16 and 17)
70
70
1
181
182
Forex and net monetary hyperinflation losses, net
5
1
6
20
20
Others
4
4
4
4
 
9
71
80
25
181
206
Impairment charges (excluding Sudan) comprise $32 million related to product related intangible assets, marketing rights intangible assets and
software, $30 million related to Sudan exposure, and $8 related to right-of-use assets and property, plant and equipment (Notes 6, 15, 16 and 17).
In 2022, impairment charges of $182 million primarily related to excess capacity due to the rationalisation of the Generics R&D pipeline and associated
production lines in addition to the impairment of generic Advair Diskus CGU (Notes 6, 15, 16 and 17).
   
2023
   
2022
 
   
Exceptional
   
Exceptional
 
 
2023
items and other
2023
2022
items and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
Other operating income
$m
$m
$m
$m
$m
$m
Gain from disposal of property, plant and equipment
1
1
Gain from disposal of intangible assets
6
6
Others
5
5
7
7
 
5
5
14
14
10. Finance income
   
2023
   
2022
 
   
Exceptional
   
Exceptional
 
 
2023
items and other
2023
2022
items and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
 
$m
$m
$m
$m
$m
$m
Interest income
7
7
3
3
Remeasurement of contingent consideration
           
(Notes 6, 27, 29 and 30)
26
26
 
7
7
3
26
29
11. Finance expense
   
2023
   
2022
 
   
Exceptional
   
Exceptional
 
 
2023
items and other
2023
2022
items and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
 
$m
$m
$m
$m
$m
$m
Interest on bank overdrafts and loans
51
51
37
37
Interest on Eurobond
18
18
18
18
Unwinding and remeasurement of contingent
           
consideration and other financial liabilities
           
(Notes 6, 27, 29 and 30)
5
5
4
4
Other bank charges
14
14
11
11
Lease accretion of interest (Note 17)
4
4
4
4
Net foreign exchange loss
3
3
7
7
 
90
5
95
77
4
81
Financial Statements
Notes to the consolidated financial statements
continued
164
Hikma Pharmaceuticals PLC | Annual Report 2023
12. Tax
   
   
2023
   
2022
 
   
Exceptional
 
Exceptional items
   
 
2023
items and other
2023
2022
and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
 
$m
$m
$m
$m
$m
$m
Current tax
           
Current year
117
(2)
115
121
(16)
105
Adjustment to prior years
(1)
(1)
(1)
(1)
Deferred tax
           
Current year
11
(40)
(29)
(5)
(53)
(58)
Adjustment to prior year
4
4
(4)
(4)
 
131
(42)
89
111
(69)
42
UK corporation tax is calculated at 23.5% blended rate (2022: 19.0%).
The Group incurred a tax expense of $89 million (2022: $42 million), the reported and core effective tax rates are 31.7% and 20.9% respectively (2022: 18.0%
and 21.3% respectively). The reported effective tax rate is higher than the statutory rate due to the exceptional items related to Sudan.
Taxation for all jurisdictions is calculated at the rates prevailing in the respective jurisdiction.
The charge for the year can be reconciled to profit before tax per the consolidated income statement as follows:
   
   
2023
2022
   
$m
$m
Profit before tax
 
281
233
Tax at the UK corporation tax rate of 23.5% (2022: 19.00%)
 
66
44
Profits taxed at different rates
 
(21)
4
Permanent differences:
     
Non-deductible expenditure
 
3
3
Other permanent differences
 
2
2
Research and development benefit
 
(3)
(5)
State and local taxes
 
2
(2)
Temporary differences:
     
Rate change, tax losses and other deductible temporary differences for which no benefit is recognised
 
(3)
(5)
Impact of the halted operations in Sudan
 
32
Change in uncertain tax positions
 
9
10
Unremitted earnings
 
(1)
(4)
Prior year adjustments
 
3
(5)
Tax expense for the year
 
89
42
Profits taxed at different tax rates relate to profits arising in overseas jurisdictions where the tax rate differs from the UK statutory rate. Permanent
differences relate to items which are non-taxable or for which no tax relief is ever likely to be due. The major items are expenses and income disallowed
where they are covered by statutory exemptions, foreign exchange differences in some territories and statutory reliefs such as research and development.
The exceptional costs associated with the halted operations in Sudan mainly comprise tax on permanent differences of $24 million and unrecognised
deferred tax assets of $12 million on the basis that the Group does not consider it probable that tax deductions can be realised on these temporary
differences for local tax purposes.
Rate change, tax losses and other deductible temporary differences for which no benefit is recognised include items for which it is not appropriate
to recognise deferred tax.
The change in the uncertain tax positions relates to the balance the Group holds in the event a revenue authority successfully takes an adverse view
of the positions adopted by the Group in 2023 and prior years. As at 31 December 2023, the Group’s uncertain tax positions amounted to $59 million
(2022: $50 million). The Group released $13 million in 2023 (2022: $3 million) primarily due to the resolution of some audits with the relevant tax
authorities and released $nil (2022: $2 million) following closure of tax audit with no final tax adjustments required by the relevant tax authorities,
this was offset by new provisions and updates of $22 million booked in 2023 (2022: $15 million) arising from new and ongoing tax audits. There was
no impact from the currency exchange difference in 2023 (2022: $1 million reduction to the aggregate balance). If all areas of uncertainty were audited
and all areas resulted in an adverse outcome, management does not believe any material additional tax would be payable beyond what is provided.
Prior year adjustments include differences between the tax liability recorded in the tax returns submitted for previous years and the estimated tax
provision reported in a prior year’s consolidated financial statements. This category also includes adjustments to the tax returns against which an
adverse uncertain tax position has been booked and included under ‘change in uncertain tax positions’ above.
12. Tax
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
165
Tax contingent liabilities
Due to the Group operating across a number of different tax jurisdictions, it is subject to periodic challenge by local tax authorities on a range of
tax matters arising in the normal course of business. These challenges generally include transfer pricing arrangements, other international tax matters
and the judgemental interpretation of local tax legislation.
A tax contingent liability is not provided for and disclosed if:
tax payments are not probable in the future on challenges by tax authorities; or
it is a present tax obligation, but the amount cannot be measured reliably
Publication of tax strategy
In line with the UK requirement for large UK businesses to publish their tax strategy, the Group’s tax strategy has been made available on the
Group’s website.
Global minimum tax – Pillar Two
Pillar Two legislation has been enacted, or substantively enacted, in certain jurisdictions where the Group operates. The legislation will be effective for
the Group’s financial year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation and has performed an
assessment of the Group’s potential exposure to Pillar Two income taxes for the year ending on 31 December 2024.
The assessment of the potential exposure to Pillar Two income taxes is based on the most recent information available regarding the financial
performance of the constituent entities in the Group. Based on the assessment, the Group has identified potential exposure to Pillar Two income
taxes in respect of profits earned in the UAE. The potential exposure comes from the constituent entities (mainly operating subsidiaries) in these
jurisdictions where the expected Pillar Two effective tax rate is below 15%. Starting in 2024, the Group’s core effective tax rate guidance reflects Pillar
Two impact which contributed to an increase of 2 to 3 percentage points. Further factors such as the proportion of profit before tax, revenues, costs,
and foreign currency exchange rates have been considered in the guidance for the core effective tax rate in 2024.
The Group is continuing to assess the impact of the Pillar Two income taxes legislation on its future financial performance.
Deferred tax
Recognition of deferred tax assets
The recognition of deferred tax assets is based on the current forecast of taxable profits arising in the jurisdiction in which the deferred tax asset arises.
A deferred tax asset is recognised to the extent that there are forecast taxable profits within a reasonable period.
This exercise is reviewed each year and, to the extent forecasts change, an adjustment to the recognised deferred tax asset may be made.
Recognition of deferred tax assets is driven by the Group’s ability to utilise the deferred tax asset which is reliant on forecast taxable profits arising in
the jurisdiction in which losses are incurred.
Deferred tax assets and liabilities have been offset only where it is appropriate to do so. The following is the analysis of the deferred tax balances
(after offset) for financial reporting purposes:
   
As at 31 December
 
2023
2022
 
$m
$m
Deferred tax assets
226
192
Deferred tax liabilities
(25)
(19)
 
201
173
The table below represents the deferred tax movement in 2023:
 
Product related
 
Other provisions
Unremitted
   
 
provision
Intangible assets
and accruals
earnings
Others
Total
 
$m
$m
$m
$m
$m
$m
1 January 2023
83
46
16
(4)
32
173
(Charge)/credit to income
7
8
43
1
(34)
25
Currency translation and hyperinflation impact
3
3
At 31 December 2023
90
54
59
(3)
1
201
Financial Statements
Notes to the consolidated financial statements
12. Tax
continued
166
Hikma Pharmaceuticals PLC | Annual Report 2023
continued
The table below represents the deferred tax movement in 2022:
 
Product related
Intangible
Other provisions
Unremitted
  
 
provision
assets
and accruals
earnings
Others
Total
 
$m
$m
$m
$m
$m
$m
1 January 2022
94
77
12
(8)
(16)
159
(Charge)/credit to income
(5)
21
3
4
39
62
Acquisition of business
(5)
(53)
1
11
(46)
Currency translation and hyperinflation impact
(1)
1
(2)
(2)
At 31 December 2022
83
46
16
(4)
32
173
The Group has a potential deferred tax asset of $288 million (2022: $246 million), of which $226 million (2022: $192 million) has been recognised.
No deferred tax asset has been recognised on gross temporary differences totalling $288 million (2022: $223 million), with a tax effect of $62 million
mainly due to the unpredictability of the related future profit streams. $200 million (2022: $195 million) of these gross temporary differences relate to
losses, of which $183 million are UK losses that don’t expire. No deferred tax is recognised against the losses due to significant uncertainty regarding
future taxable income forecasts in the relevant jurisdictions. None of the non-UK losses are expected to expire in 2024. The remaining $88 million
represent other unrecognised gross short-term temporary differences that relate to multiple jurisdictions.
During the year a reduction in the deferred tax liability has been recognised on temporary differences relating to the unremitted earnings of overseas
subsidiaries of $1 million (2022: reduction of $4 million). No deferred tax liability has been recognised on the remaining unremitted earnings of
$414 million (2022: $294 million), as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they
will not reverse in the foreseeable future.
Other deferred taxes mainly relate to property, plant and equipment, temporary differences related to Sudan as well as the difference between book
and tax bases in relation to the research and development expenditures.
Mandatory temporary exception
The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12.
Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.
Hikma Pharmaceuticals PLC | Annual Report 2023
167
13. Dividends
 
Paid in
Paid in
 
2023
2022
 
$m
$m
Amounts recognised as distributions to equity holders in the year:
   
Final dividend for the year ended 31 December 2022 of 37 cents (31 December 2021: 36 cents) per share
82
83
Interim dividend during the year ended 31 December 2023 of 25 cents (31 December 2022: 19 cents) per share
55
42
 
137
125
The proposed final dividend for the year ended 31 December 2023 is 47 cents (2022: 37 cents).
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 25 April 2024 and has not been included as a
liability in these consolidated financial statements. Based on the number of shares in free issue at 31 December 2023 (221,081,371), the final dividend
would be $104 million.
14. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of Ordinary Shares in free
issue during the year after deducting Treasury shares (Note 31). Treasure shares have no right to receive dividends.
Diluted EPS is calculated after adjusting the weighted average number of Ordinary Shares used in the basic EPS calculation for the conversion of all
potentially dilutive Ordinary Shares.
Core basic and diluted EPS are intended to highlight the core results of the Group before exceptional items and other adjustments.
   
2023
   
2022
 
   
Exceptional
   
Exceptional items
 
 
2023
items and other
2023
2022
and other
2022
 
Core
adjustments
Reported
Core
adjustments
Reported
 
results
(Note 6)
results
results
(Note 6)
results
 
$m
$m
$m
$m
$m
$m
Profit attributable to equity holders of the parent
492
(302)
190
406
(218)
188
The number of shares used in calculating basic and diluted EPS is reconciled below:
 
2023
2022
Weighted average number of Ordinary Shares in free issue
Number
Number
Basic EPS
220,862,103
223,728,473
Effect of potentially dilutive Ordinary Shares:
   
Share-based awards
1,506,611
1,180,336
Diluted EPS
222,368,714
224,908,809
 
2023
2023
2022
2022
 
Core
Reported
Core
Reported
 
EPS
EPS
EPS
EPS
 
Cents
Cents
Cents
Cents
Basic
223
86
181
84
Diluted
221
85
180
84
Financial Statements
Notes to the consolidated financial statements
continued
168
Hikma Pharmaceuticals PLC | Annual Report 2023
15. Goodwill and other intangible assets
The changes in the carrying value of goodwill and other intangible assets for the years ended 31 December 2023 and 31 December 2022 are as follows:
 
Goodwill
Other intangible assets
 
   
Product-related
 
Other identified
 
   
intangibles
Software
intangibles
Total
 
$m
$m
$m
$m
$m
Cost
         
Balance at 1 January 2022
693
1,056
142
257
2,148
Additions
48
1
36
85
Disposals
(3)
(3)
Translation adjustments
(15)
(5)
(2)
(5)
(27)
Acquisition of subsidiaries
119
251
370
Balance at 31 December 2022 and 1 January 2023
797
1,350
141
285
2,573
Additions
10
1
33
44
Disposals
(4)
(3)
(7)
Translation adjustments
(1)
(1)
2
Business combination (Note 35)
63
63
Balance at 31 December 2023
796
1,422
138
317
2,673
Accumulated Amortisation and Impairment
         
Balance at 1 January 2022
(408)
(650)
(91)
(107)
(1,256)
Charge for the year
(75)
(8)
(17)
(100)
Impairment charge
(72)
(1)
(29)
(102)
Translation adjustments
4
2
3
9
Balance at 31 December 2022 and 1 January 2023
(408)
(793)
(98)
(150)
(1,449)
Charge for the year
(73)
(8)
(15)
(96)
Disposals
4
3
7
Impairment charge
(13)
(5)
(17)
(35)
Translation adjustments
1
(1)
Balance at 31 December 2023
(408)
(878)
(107)
(180)
(1,573)
Carrying amount
         
At 31 December 2023
388
544
31
137
1,100
At 31 December 2022
389
557
43
135
1,124
Of the total intangible assets other than goodwill, $152 million (2022: $89 million) are not yet available for use.
Goodwill
Goodwill is allocated from the acquisition date to the CGUs that are expected to benefit from the synergies of the business combination. The carrying
amount of goodwill has been allocated as follows:
   
As at 31 December
 
2023
2022
 
$m
$m
Injectables
228
229
Branded
160
160
Total
388
389
In accordance with the Group policy, goodwill is tested annually for impairment during the fourth quarter or more frequently if there are indicators that
goodwill may be impaired. The impairment test was performed by calculating the recoverable amount of the CGUs to which the goodwill is allocated,
based on discounted cash flows by applying an appropriate discount rate that reflects the risk factors associated with the cash flows under which
these CGUs sit. These values are then compared to the carrying value of the CGUs to determine whether an impairment is required.
15. Goodwill and other intangible assets
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
169
Details related to the discounted cash flow models used in the impairment tests of the CGUs under which the goodwill is allocated are as follows:
Valuation basis, terminal growth rate
Terminal
and discount rate
growth rate
(perpetuity)
Discount rate
Valuation basis
2023
2022
2023
2022
Injectables
VIU
2.5%
1.6%
12.6%
12.0%
Pre−tax
Branded
VIU
2.5%
2.2%
17.4%
17.7%
Pre−tax
Key assumptions
Projected cash flows based on:
Sales growth rates, informed by pricing and volume assumptions
Profit margins and profit margin growth rates for marketed and pipeline products
Expected launch dates for pipeline products
Terminal growth rates
Discount rates
Determination of assumptions
Growth rates are internal forecasts based on both internal and external market information,
informed by historical experience and management’s best estimates of the future
Margins reflect past experience, adjusted for expected changes in the future
Establishing the launch date and probability of a successful product approval for
pipeline products
Terminal growth rates are based on the Group’s experience in its markets
Discount rates for each CGU are derived from specific regions/countries
Period of specific projected cash flows
5 years
The valuation did not result in any impairment for the CGUs and indicated that sufficient headroom exists even under reasonable changes in
key assumptions.
The Group monitors the development of climate related risks and assessed the qualitative and quantitative impact which is not expected to have
a material impact on the consolidated financial statements nor the recoverable amount of the CGUs (See page 56).
Product-related intangible assets
Product rights not yet available for use
Product rights not yet available for use amounts to $75 million (2022: $22 million), no amortisation has been charged against them. The Group
performs an impairment review of these assets annually. The result of this test was an impairment charge of $3 million in the Generics segment mainly
due to the high risk of obtaining regulatory approval for a certain product (2022: $8 million in the Injectables segment).
Product rights
Product rights consists of marketed products of $469 million (2022: $535 million) which includes one product in the injectables CGU of $129 million
(2022: $140 million) that has a remaining useful life of twelve years (2022: thirteen years), in addition to generic Advair Diskus® of $87 million (2022:
$97 million) that has a remaining useful life of eight years (2022: nine years). The product rights have an average estimated useful life of twelve years.
The Group performs impairment indicators assessment for definite life intangible assets, if any indicator exists, the Group reconsiders the asset’s
estimated economic benefit, calculates the recoverable value of the individual assets or asset group’s cash flows and compares such value against the
individual asset’s or asset group’s carrying amount. If the carrying amount is greater, the Group records an impairment loss for the excess of book value
over the recoverable value. As at 31 December 2023, the result of this testing was an impairment charge of $10 million (2022: $64 million).
Software
Software intangibles mainly represent the Enterprise Resource Planning solutions that are being implemented in different operations across the Group
in addition to other software applications, of which $1 million is not yet available for use (2022: $9 million). The software has an average estimated
useful life that varies from three to ten years.
Following a review of impairment indicators for software as at 31 December 2023, an impairment charge of $5 million was recognised (2022: $1 million).
Other identified intangibles
Other identified intangibles comprise marketing rights, customer relationships and trade names of $137 million (2022: $135 million) of which $76 million
represent assets not yet available for use (2022: $58 million). The Group performs an impairment review of other identified intangible assets that are
not yet available for use annually, and performs impairment indicators assessment for assets in use. The result of this test was an impairment charge
of $17 million mainly in the Injectables and Generics segments due to the discontinuation of certain marketing rights (2022: $29 million).
Marketing rights
Marketing rights are amortised over their useful lives commencing in the year in which the rights are ready for use with estimated useful lives varying
from two to ten years.
Customer relationships
Customer relationships represent the value attributed to existing direct customers that the Group acquired on the acquisition of subsidiaries.
The customer relationships have an average estimated useful life of fifteen years.
Financial Statements
Notes to the consolidated financial statements
continued
15. Goodwill and other intangible assets
continued
170
Hikma Pharmaceuticals PLC | Annual Report 2023
Trade names
Trade names were mainly recognised on the acquisition of Hikma Germany GmbH (Germany) with estimated useful lives of ten years.
16. Property, plant and equipment
   
 
Land
Machinery
Vehicles, fixtures
Projects under
 
 
and buildings
and equipment
and equipment
construction
Total
 
$m
$m
$m
$m
$m
Cost
         
Balance at 1 January 2022
676
796
138
271
1,881
Additions
4
16
7
114
141
Disposals
(1)
(10)
(3)
(1)
(15)
Transfers
74
35
11
(120)
Acquisition of subsidiaries
1
1
Transfer to assets classified as held for distribution
(2)
(2)
Translation adjustment
(26)
(19)
(8)
(2)
(55)
Balance at 31 December 2022 and 1 January 2023
725
819
145
262
1,951
Additions
31
20
7
112
170
Disposals
(15)
(10)
(9)
(34)
Transfers
43
63
6
(112)
Business combination (Note 35)
25
3
8
36
Transfer to assets classified as held for sale
(11)
(11)
Translation adjustment
(1)
(1)
(1)
2
(1)
Balance at 31 December 2023
797
894
148
272
2,111
Accumulated depreciation and impairment
         
Balance at 1 January 2022
(231)
(458)
(117)
(3)
(809)
Charge for the year
(21)
(47)
(12)
(80)
Disposals
1
9
3
13
Impairment
(16)
(61)
(77)
Translation adjustment
8
13
5
26
Balance at 31 December 2022 and 1 January 2023
(243)
(499)
(121)
(64)
(927)
Charge for the year
(23)
(49)
(12)
(84)
Disposals
7
9
16
Impairment
(14)
(8)
(1)
(3)
(26)
Translation adjustment
2
3
1
6
Balance at 31 December 2023
(278)
(546)
(124)
(67)
(1,015)
Carrying amount
         
At 31 December 2023
519
348
24
205
1,096
At 31 December 2022
482
320
24
198
1,024
Land is not subject to depreciation.
As at 31 December 2023, the Group had pledged property, plant and equipment with a carrying value of $nil (2022: $8 million) as collateral for various
long-term loans. In 2022, the amount included specific items in the net property, plant and equipment of the Group’s businesses in Tunisia.
As at 31 December 2023, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting
to $52 million (2022: $40 million).
During the year ended 31 December 2023, $2 million of borrowing costs have been capitalised (2022: $nil).
As at 31 December 2023, the Group booked an impairment charge of $26 million mainly in relation to Sudan exposure (Notes 6 and 9). In 2022,
the Group booked an impairment charge of $77 million. $61 million of the impairment charge is in respect of the excess capacity and the rationalisation
of the R&D pipeline associated production lines in the Generics CGU, in addition to $16 million of impairment of generic Advair Diskus® CGU related
property, plant and equipment (Notes 6 and 9).
Hikma Pharmaceuticals PLC | Annual Report 2023
171
17. Right-of-use assets and lease liabilities
The carrying amounts of right-of-use assets recognised and the movements during the year were as follows:
 
Buildings
Vehicles
Total
 
$m
$m
$m
At 1 January 2022
66
8
74
Additions
4
1
5
    
Adjustments
1
(9)
(9)
Impairment
(3)
(3)
Depreciation expense
(7)
(3)
(10)
Balance at 31 December 2022 and 1 January 2023
51
6
57
Additions
3
3
6
Impairment
(7)
(7)
Depreciation expense
(7)
(4)
(11)
Balance at 31 December 2023
40
5
45
1.
Adjustments arise from a change in the expected exercise of optional extension periods
The carrying amounts of lease liabilities and the movements during the year were as follows:
 
2023
2022
 
$m
$m
At 1 January
70
83
Additions
6
5
Accretion of interest (Note 11)
4
4
Adjustments
1
(9)
Repayments
(14)
(13)
Balance at 31 December
66
70
Current
11
9
Non-current
55
61
1.
Adjustments arise from a change in the expected exercise of optional extension periods
The following is the maturity analysis of lease liabilities:
 
2023
2022
 
$m
$m
Breakdown by maturity:
   
Within one year
11
9
In the second year
8
8
In the third year
5
7
In the fourth year
4
5
In the fifth year
3
3
In the sixth year
3
3
Thereafter
32
35
 
66
70
At 31 December 2023, lease liabilities included optional extension periods amounting to $19 million on a discounted basis (2022: $17 million).
The following are the amounts recognised in the consolidated income statement:
 
2023
2022
 
$m
$m
Depreciation expense of right-of-use assets
(11)
(10)
Impairment of right-of-use assets
(7)
(3)
Interest expense on lease liabilities
(4)
(4)
Expense relating to short-term leases
(2)
(2)
Total amount recognised in the consolidated income statement
(24)
(19)
Financial Statements
Notes to the consolidated financial statements
continued
172
Hikma Pharmaceuticals PLC | Annual Report 2023
18. Investments in joint venture
The Group’s share in Hubei Haosun Pharmaceutical Co., Ltd. was 49% at 31 December 2023 (31 December 2022: 49%) with an investment balance of
$10 million at 31 December 2023 (31 December 2022: $10 million) and share of the profit for the year ended 31 December 2023 of $nil (2022: $nil).
The table below represents investment in joint ventures movement during the year:
   
 
2023
2022
 
$m
$m
Balance at 1 January
10
10
Group's share of profit of joint venture
Balance at 31 December
10
10
Summarised financial information in respect of the Group’s interests in Hubei Haosun Pharmaceutical Co., Ltd. is set out below:
   
 
As at 31 December
 
2023
2022
 
$m
$m
Total assets
23
23
Total liabilities
(5)
(5)
Net assets
18
18
Group's share of net assets of joint venture
9
9
   
 
For the
For the
 
year ended
year ended
 
31 December
31 December
 
2023
2022
 
$m
$m
Total revenue
7
5
Net profit
1
1
Group's share of profit of joint venture
19. Financial and other non-current assets
   
 
As at 31 December
 
2023
2022
 
$m
$m
Investments at FVTOCI
55
42
Advance payment related to non-financial assets
20
Restricted cash
10
Other financial assets
18
23
 
103
65
Investments at FVTOCI
mainly
include venture capital investments which are not held for trading and which the Group has irrevocably designated as
measured at fair value through other comprehensive income.
During the year, the Group sold one of its investments, invested in four new ventures and increased investment in three existing ones.
The total portfolio as at 31 December 2023 includes two investments in listed companies with a readily determinable fair value that falls under level 1
valuation (Note 29), their values are measured based on quoted prices in active markets. The other investments are unlisted shares without readily
determinable fair values that fall under level 3 valuation (Note 29). The fair value is estimated by management based on the cost of investment and
adjusted as necessary for impairment and revaluations with reference to relevant available information and recent financing rounds.
During the year, the total change in fair value was a net loss of $13 million (2022: $8 million loss) recognised in other comprehensive income.
Advance payment related to non-financial asset
represents cash advanced for settlement mainly in future product licenses.
Restricted cash
represents the cash margin on a long-term loan.
Other financial assets
balance as at 31 December 2023 and 2022 mainly represented long-term receivables and a sublease arrangement in the US.
Hikma Pharmaceuticals PLC | Annual Report 2023
173
20. Inventories
 
As at 31 December
 
2023
2022
 
$m
$m
Finished goods
351
284
Work-in-progress
125
103
Raw and packing materials
455
412
Goods in transit
24
25
Spare parts
47
42
Provision against Inventory
(111)
(90)
 
891
776
Inventories are stated net of provision as follows:
       
Translation
 
 
As at 1 January
Additions
Utilisation
adjustments
As at 31 December
 
$m
$m
$m
$m
$m
Provisions against inventory in 2023
90
81
(53)
(7)
111
Provisions against inventory in 2022
77
42
(27)
(2)
90
The cost of inventory related provision recognised as an expense in the cost of sales in the consolidated income statement was $81 million (2022:
$42 million). The increase is partly driven by the provision related to Sudan exposure (Note 6).
21. Trade and other receivables
 
As at 31 December
 
2023
2022
 
$m
$m
Gross trade receivables
1,222
1,128
Chargebacks and other allowances
(352)
(298)
Expected credit loss allowance
(81)
(53)
Net trade receivables
789
777
VAT and sales tax recoverable
35
32
Net trade and other receivables
824
809
The fair value of receivables is estimated to be not significantly different from the respective carrying amounts.
Trade receivables are stated net of provisions for chargebacks, other allowances and expected credit loss allowance as follows:
 
As at
         
 
31 December 2022
   
Translation
Acquisition of
As at
 
and 1 January 2023
Additions, net
Utilisation
adjustments
subsidiaries
31 December 2023
 
$m
$m
$m
$m
$m
$m
Chargebacks and other allowances
298
2,560
(2,505)
(1)
352
Expected credit loss allowance
53
32
(4)
81
 
351
2,592
(2,509)
(1)
433
 
As at
         
 
31 December 2021
   
Translation
Acquisition of
As at
 
and 1 January 2022
Additions, net
Utilisation
adjustments
subsidiaries
31 December 2022
 
$m
$m
$m
$m
$m
$m
Chargebacks and other allowances
275
2,344
(2,346)
25
298
Expected credit loss allowance
51
5
(3)
53
 
326
2,349
(2,346)
(3)
25
351
The increase in the allowance for expected credit loss is mainly driven by the impairment of trade and other receivables related to Sudan exposure
(Note 6).
More details on the Group’s policy for credit and concentration risk are provided in Note 29.
Financial Statements
Notes to the consolidated financial statements
continued
21. Trade and other receivables
continued
174
Hikma Pharmaceuticals PLC | Annual Report 2023
At 31 December 2023, the provision balance relating to chargebacks was $236 million (2022: $204 million). The key inputs and assumptions included
in calculating this provision are estimations of ‘in channel’ inventory at the wholesalers (including processing lag) of 39 days (2022: 36 days), estimated
chargeback rates as informed by average historical chargeback credits adjusted for expected chargeback levels for new products, changes to pricing
and estimated future sales trends (including customer mix). Based on the conditions existing at the balance sheet date, an increase/decrease in the
estimate of in channel inventory by 1 day increases/decreases the provision by $6 million (2022: $5 million), and if the overall chargeback rate of 57%
(2022: 57%) increases/decreases by one percentage point, the provision would increase/decrease by $4 million (2022: $4 million).
At 31 December 2023, the provision balance relating to customer rebates was $49 million (2022: $49 million). The key inputs and assumptions included
in calculating this provision are the historical relationship between contractual rebate payments to revenue, past payment experience, changes to
pricing and sales levels, estimation of ‘in channel’ inventory at the wholesalers and retail pharmacies and estimated future sales trends (including
customer mix). Based on the conditions existing at the balance sheet date, a ten-basis point increase/decrease in the rebates rate of 4.9% (2022:
5.7%) would increase/decrease this provision by approximately $1 million (2022: approximately $1 million).
22. Cash and cash equivalents
   
 
As at 31 December
 
2023
2022
 
$m
$m
Cash at banks and on hand
1
118
159
Time deposits
86
110
Money market deposits
1
1
 
205
270
1.
In 2023, cash at banks includes $56 million placed in interest bearing accounts (2022: $62 million)
Cash and cash equivalents include highly liquid investments with maturities of three months or less which are convertible to known amounts of cash
and are subject to insignificant risk of changes in value.
23. Other current assets
   
 
As at 31 December
 
2023
2022
 
$m
$m
Prepayments
72
74
Investment at FVTPL
24
22
Others
24
14
 
120
110
Investment at FVTPL
comprise a portfolio of debt instruments that are managed by an asset manager and which the Group has designated as
measured at fair value through profit or loss. These assets are classified as level 1 as they are based on quoted prices in active markets (Note 29).
Others
balances mainly represent compensation due from suppliers in relation to inventory price adjustment.
Hikma Pharmaceuticals PLC | Annual Report 2023
175
24. Short-term financial debts
 
As at 31 December
 
2023
2022
 
$m
$m
Bank overdrafts
2
11
Import and export financing
1
44
62
Short-term loans
2
Current portion of long-term loans (Note 28)
104
64
 
150
139
 
2023
2022
 
%
%
The weighted average interest rates incurred are as follows:
   
Bank overdrafts
13.34
4.78
Import and export financing
7.10
5.87
Short-term loans
4.75
4.20
1.
Import and export financing represents short-term financing for the ordinary trading activities of the Group
25. Trade and other payables
 
As at 31 December
 
2023
2022
 
$m
$m
Trade payables
309
291
Accrued expenses
243
171
Other payables
16
14
 
568
476
The fair value of payables is estimated to be not significantly different from the respective carrying amounts.
26. Provisions
 
End of service
  
 
indemnity
Legal
Total
 
$m
$m
$m
Balance at 1 January 2022
31
31
Additions
8
8
Utilisations
(7)
(7)
Balance at 31 December 2022 and 1 January 2023
32
32
Additions
3
129
132
Utilisations
(5)
(5)
Balance at 31 December 2023
30
129
159
 
2023
2022
 
$m
$m
Due within one year
152
32
Due after more than one year
7
 
159
32
Provision for end of service indemnity relates to employees of certain Group subsidiaries and includes some immaterial amounts for defined benefit
plans. This provision is calculated based on relevant laws in the countries where each Group company operates, in addition to their own policies.
For defined benefit plans, the actuarial valuations performed in 2023 did not result in any change in the net liability (2022: $nil)
Legal provision is related to the expected settlement amount for legal matters, of which $7 million is expected to be settled after more than one year
(Notes 6 and 41).
Financial Statements
Notes to the consolidated financial statements
continued
176
Hikma Pharmaceuticals PLC | Annual Report 2023
27. Other current liabilities
 
As at 31 December
 
2023
2022
 
$m
$m
Contract and refund liabilities
179
193
Contingent consideration (Notes 29 and 30)
25
24
Co-development and earnout payment (Notes 29 and 30)
1
2
Acquired contingent liability (Note 30)
13
7
Indirect rebates and other allowances
145
101
Others
21
21
 
384
348
Contract and refund liabilities:
The Group allows customers to return products within a specified period prior to and subsequent to the expiration
date. In addition, free goods are issued to customers as sale incentives, reimbursement of agreed upon expenses incurred by the customer or as
compensation for expired or returned goods.
At 31 December 2023, the provision balance relating to returns was $158 million (2022: $168 million). The key assumptions included in calculating this
provision are estimations of the product shelf life, estimations of revenue estimated to be subject to returns and the estimated returns rate of 1.47%
(2022: 1.78%) as informed by both historical return rates and consideration of specific factors like product dating and expiration, new product launches,
entrance of new competitors, and changes to contractual terms. Based on the conditions existing at the balance sheet date, a ten-basis point
increase/decrease in the returns and allowances rate would increase/decrease this provision by approximately $11 million (2022: $9 million).
Indirect rebates and other allowances:
mainly represent rebates granted to healthcare authorities and certain indirect customers under contractual
arrangements.
At 31 December 2023, the provision balance relating to the indirect rebates was $96 million (2022: $55 million). The key inputs and assumptions
included in calculating this provision are the historical relationship between contractual rebate payments to revenue, past payment experience,
changes to pricing and sales levels, estimation of ‘in channel’ inventory at the wholesalers and retail pharmacies and estimated future sales trends
(including customer mix). Based on the conditions existing at the balance sheet date, a ten-basis point increase/decrease in rebates rate of 4.7%
(2022: 3.1%) would increase/decrease this provision by approximately $2 million (2022: $2 million).
The movements on the provisions for contract and refund liabilities and indirect rebates and other allowances for the years ended 31 December 2023
and 2022 were as follows:
 
As at 31
December
As at 31
2022 and
Translation
December
January 2023
Additions
Utilisation
Adjustment
2023
$m
$m
$m
$m
$m
Contract and refund liabilities
193
64
(77)
(1)
179
Indirect rebates and other allowances
101
261
(218)
1
145
294
325
(295)
324
As at 31
December
As at 31
2021 and 1
Translation
Acquisition of
December
January 2022
Additions
Utilisation
Adjustment
subsidiaries
2022
$m
$m
$m
$m
$m
$m
Contract and refund liabilities
213
50
(76)
(2)
8
193
Indirect rebates and other allowances
80
176
(155)
101
293
226
(231)
(2)
8
294
At 31 December 2023, the provision balance relating to free goods was $19 million (2022: $23 million). During the year ended 31 December 2023,
$23 million (2022: $15 million) revenue was recognised from transferring free goods to the customers.
Hikma Pharmaceuticals PLC | Annual Report 2023
177
28. Long-term financial debts
 
As at 31 December
 
2023
2022
 
$m
$m
Long-term loans
582
644
Long-term borrowings (Eurobond)
497
494
Less: current portion of long-term loans (Note 24)
(104)
(64)
Long-term financial loans
975
1,074
Breakdown by maturity:
   
Within one year
104
64
In the second year
604
65
In the third year
100
553
In the fourth year
208
52
In the fifth year
59
401
In the sixth year
4
1
Thereafter
2
 
1,079
1,138
Breakdown by currency:
   
US dollar
1,002
1,068
Euro
21
31
Jordanian dinar
13
16
Algerian dinar
29
16
Saudi riyal
Moroccan dirham
11
6
Tunisian dinar
3
1
 
1,079
1,138
The loans are held at amortised cost.
None of the long-term loans were secured on certain property, plant and equipment (31 December 2022: $1 million).
Major loan arrangements include:
a)
$1,150 million syndicated revolving credit facility that matures on 4 January 2029. At 31 December 2023, the facility had an outstanding balance of
$nil (2022: $278 million) and an unutilised amount of $1,150 million (2022: $872 million). The facility can be used for general corporate purposes
b)
A $500 million 3.25%, five-year Eurobond with a rating of BBB- (S&P & Fitch) that matures on 9 July 2025. At 31 December 2023, the facility had an
outstanding balance of $497 million (2022: $494 million) and a fair value of $481 million (2022: $466 million). The proceeds were used for general
corporate purposes
c)
A $400 million five-year syndicated loan facility that matures on 13 October 2027. At 31 December 2023, the facility had an outstanding balance
of $315 million (2022: $190 million) and a fair value of $315 million (2022: $190 million). The proceeds were used for general corporate purposes
d)
A $200 million eight-year loan facility from the International Finance Corporation and Managed Co-lending Portfolio program that matures on
15 September 2028. At 31 December 2023, the facility had an outstanding balance of $100 million (2022: no utilisation) and a fair value of $100 million
(2022: $nil), the remaining $100 million has an availability period until March 2024. The facility can be used for general corporate purposes
e)
A $150 million ten-year loan facility from the International Finance Corporation that matures on 15 December 2027. At 31 December 2023,
the facility had an outstanding balance of $86 million (2022: $108 million) and a fair value of $80 million (2022: $98 million). The proceeds were
used for general corporate purposes
 
2023
2022
 
%
%
The weighted average interest rates incurred are as follows:
   
Bank loans (including the current bank loans)
5.76
2.96
Eurobond
1
3.68
3.69
1.
The Eurobond effective interest rate includes unwinding of discount amount and upfront fees
Financial Statements
Notes to the consolidated financial statements
continued
178
Hikma Pharmaceuticals PLC | Annual Report 2023
29. Financial policies for risk management and their objectives
Credit and concentration of risk
The Group’s principal financial assets are cash and cash equivalents, trade and other receivables, and investments.
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the consolidated balance sheet are net of allowances
for expected credit loss, chargebacks, and other allowances. A provision for impairment is made based on expected credit loss which is estimated
based on previous experience, current events and forecasts of future conditions. A loan or receivable is considered impaired when there is no
reasonable expectation of recovery, or when a debtor fails to make a contractual payment for a specific period which varies based on the type of
debtor and the market in which they operate.
During the year ended 31 December 2023, the Group’s largest two customers in the MENA region represented 6.8% of Group revenue (2022: 6.9%),
5.1% from one customer in Saudi Arabia (2022: 5.3%), and 1.7% from one customer in Algeria (2022: 0.9%). At 31 December 2023, the amount of
receivables due from all customers based in Saudi Arabia was $106 million (2022: $139 million) and the amount of receivables due from all customers
based in Algeria was $57 million (2022: $48 million).
During the year ended 31 December 2023, three key US wholesalers represented 36% of Group revenue (2022: 37%). The amount of receivables due
from all US customers at 31 December 2023 was $379 million (2022: $325 million).
The Group manages this risk through the implementation of stringent credit policies, procedures and certain credit insurance agreements.
Trade receivable exposures are monitored consistently as they arise. Credit limits are set as deemed appropriate for the customer, based on a number
of qualitative and quantitative factors related to the creditworthiness of a particular customer. The Group is exposed to a variety of customers ranging
from government-backed agencies and large private wholesalers to privately owned pharmacies, and the underlying local economic risks vary across
the Group. In line with local market practice, customers in the MENA region are offered relatively long payment terms compared to customers in
Europe and the US. Typical credit terms in the US range from 30 to 90 days, in Europe 30 to 120 days, and in MENA 180 to 360 days . Where
appropriate, the Group endeavours to minimise risk by the use of trade finance instruments such as letters of credit and insurance.
The following table provides a summary of the age of trade receivables (Note 21):
   
   
Past due
 
 
Not past due
         
 
on the
Less than 90
Between 91
Between 181
   
 
reporting date
days
and 180 days
and 360 days
Over one year
Total
At 31 December 2023
$m
$m
$m
$m
$m
$m
Expected credit loss rate
0.2%
57.5%
36.9%
70.1%
6.6%
Gross trade receivables as at 31 December 2023
1,024
71
22
16
89
1,222
Expected credit loss allowance
(13)
(6)
(62)
(81)
Chargebacks and other allowances
(352)
(352)
Net trade receivables
672
71
9
10
27
789
   
   
Past due
 
 
Not past due
         
 
on the
Less than 90
Between 91
Between 181
   
 
reporting date
days
and 180 days
and 360 days
Over one year
Total
At 31 December 2022
$m
$m
$m
$m
$m
$m
Expected credit loss rate
0.1%
5.9%
6.0%
57.1%
4.7%
Gross trade receivables as at 31 December 2022
905
94
20
19
90
1,128
Expected credit loss allowance
(1)
(1)
(51)
(53)
Chargebacks and other allowances
(298)
(298)
Net trade receivables
607
94
19
18
39
777
The increase in the allowance for expected credit loss is mainly driven by the impairment of trade and other receivables related to Sudan exposure
(Note 6).
Market risk
The Group is exposed to foreign exchange and interest rate risks. The Group’s objective is to reduce, where it is appropriate to do so, fluctuations
in earnings and cash flow associated with changes in interest rates and foreign currency rates. Management actively monitors these exposures to
manage the volatility relating to these exposures by entering into a variety of derivative financial instruments, if needed.
29. Financial policies for risk management and their objectives
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
179
Capital risk management
The Group manages its capital and monitors its liquidity to have reasonable assurance that the Group will be able to continue as a going concern and
deliver its growth strategy objectives, while reducing its cost of capital and maximising the return to shareholders through the optimisation of the debt
and equity mix. The Group regularly reviews the capital structure by considering the level of available capital and the short to medium-term strategic
plans concerning future capital spend, as well as the need to meet dividends, banking covenants, and borrowing ratios.
The Group defines capital as equity plus net debt which includes long and short-term financial debts (Notes 24 and 28), lease liabilities (Note 17),
net of cash and cash equivalents (Note 22) and restricted cash (Note 19). Group net debt excludes co-development and earnout payments, acquired
contingent liabilities and contingent consideration (Notes 27 and 30).
During the year, the Group continued its strategy of obtaining debt financing at both the Group level and at the operating entities level. This enables
the Group to borrow at competitive rates and to build relationships with local, regional and international banks and is therefore deemed to be the most
effective means of raising finance, while maintaining the balance between borrowing cost, asset and liability management, and consolidated balance
sheet currency risk management.
In order to monitor the available net funds, management reviews financial capital reports on a monthly basis, in addition to the continuous review by
the Group treasury function.
At 31 December 2023, the Group’s gearing ratio (total debt/equity) was 54% (2022: 60%).
Cash management
The Group manages the deployment of cash balances to predefined limits approved by the Board of Directors under the cash/risk management
policy. Per the policy, the Group’s excess cash should be held with highly rated global and regional financial institutions. The aim of the policy is to
mitigate the risk of holding cash in certain currencies, countries and financial institutions, through a specific threshold. The Group reviews the policy
periodically to meet its risk appetite.
Foreign exchange risk and currency risk
The Group uses the US dollar as its reporting currency and is therefore exposed to foreign exchange movements primarily in the Euro, Algerian dinar,
Sudanese pound, Japanese yen, Egyptian pound, Tunisian dinar and Moroccan dirham. Consequently, where possible, the Group enters into various
contracts, which change in value as foreign exchange rates change, to hedge against the risk of movement in foreign denominated assets and
liabilities. Due to the lack of open currency markets, the Algerian dinar, the Sudanese pound, the Tunisian dinar, the Moroccan dirham and the
Egyptian pound cannot be hedged at reasonable cost. Where possible, the Group uses financing facilities denominated in local currencies to mitigate
the risks. The Jordanian dinar and the Saudi riyal had no impact on the consolidated income statement as those currencies are pegged against the
US dollar.
Sudan was considered to be a hyperinflationary economy in the year ended 31 December 2023. At 31 December 2023, the prevailing rate for the
Sudanese pound was 1,000.35 per US dollar (2022: 583.34).
Currency risks, as defined by IFRS 7, arise on account of financial instruments being denominated in a currency that is other than the functional
currency of an entity and being of a monetary nature.
The currencies that have a significant impact on the Group’s consolidated financial statements and the exchange rates used are as follows:
 
Year-end rates
Average rates
 
2023
2022
2023
2022
US dollar /Euro
0.906
0.934
0.925
0.950
US dollar /Sudanese pound
1
1,000.350
583.342
–¹
–¹
US dollar /Algerian dinar
134.378
137.202
135.844
141.850
US dollar /Saudi riyal
3.750
3.750
3.750
3.750
US dollar /Pound sterling
0.786
0.827
0.804
0.809
US dollar /Jordanian dinar
0.709
0.709
0.709
0.709
US dollar /Egyptian pound
30.828
24.702
30.624
19.240
US dollar /Japanese yen
141.060
131.270
140.553
131.594
US dollar /Moroccan dirham
9.893
10.448
10.136
10.176
US dollar /Tunisian dinar
3.066
3.110
3.106
3.104
1.
In both years, Sudan has been a hyperinflationary economy and Sudanese operations were translated using the year end rate
Financial Statements
Notes to the consolidated financial statements
continued
29. Financial policies for risk management and their objectives
continued
180
Hikma Pharmaceuticals PLC | Annual Report 2023
The net foreign currency exposure for the years ended 31 December 2023 and 2022 were as follows:
   
Financial assets/(liabilities)
US dollar
Euro
Japanese yen
Others¹
2023
$m
$m
$m
$m
Functional currency of entity:
Jordanian dinar
99
19
(5)
13
Euro
29
Algerian dinar
(3)
Saudi riyal
10
(15)
Sudanese pound
2
(1)
Egyptian pound
(47)
(1)
Tunisian dinar
1
2
Moroccan dirham
(16)
(8)
Canadian Dollar
US Dollar
(23)
4
72
(26)
(5)
17
1.
Others include Saudi riyal, Jordanian dinar, Pound sterling and UAE dirham
2.
Entities with a Sudanese pound functional currency have no exposure to foreign currency risk at 31 December 2023 as a result of the impairment of their financial assets following Sudan’s exposure (Note 6)
 
Financial assets/(liabilities)
US dollar
Euro
Japanese yen
Others¹
2022
$m
$m
$m
$m
Functional currency of entity:
Jordanian dinar
166
12
(6)
12
Euro
42
Algerian dinar
(11)
Saudi riyal
12
(11)
Sudanese pound
(40)
1
1
Egyptian pound
(17)
(4)
Tunisian dinar
(1)
4
9
Moroccan dirham
(7)
(5)
Canadian Dollar
1
US Dollar
(11)
6
145
(14)
(6)
28
1.
Others included Saudi riyal, Jordanian dinar and Pound sterling
A sensitivity analysis based on a 10% movement in foreign exchange rates would result in a $6 million (2022: $15 million) movement in foreign
exchange loss/gain on the Group results.
The Group sets certain limits on liquid funds per currency (other than the US dollar) and per country.
Interest rate risk
 
As at 31 December 2023
As at 31 December 2022
 
Fixed rate
Floating rate
Total
Fixed rate
Floating rate
Total
 
$m
$m
$m
$m
$m
$m
Financial liabilities
           
Interest-bearing loans and borrowings (Note 24 and 28)
618
507
1,125
638
575
1,213
Lease liabilities (Note 17)
66
66
70
70
Financial assets
           
Interest-bearing cash and cash equivalents (Note 22)
155
155
173
173
Restricted cash (Note 19)
10
10
An interest rate sensitivity analysis assumes an instantaneous one percentage point change in interest rates in all currencies from their levels at
31 December 2023, with all other variables held constant. Based on the composition of the Group’s net debt portfolio as at 31 December 2023, a
one percentage point increase/decrease in interest rates would result in $3 million increase/decrease in net finance cost per year (2022: $4 million
increase/decrease).
29. Financial policies for risk management and their objectives
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
181
During 2023, the Group completed the transitioning of its remaining USD Libor loans to Term SOFR. As at 31 December 2023, none (2022:
$0.06 million) of the Group’s utilised debt portfolio, as well as none (2022: $93 million) of the Group’s unutilised debt facilities have USD LIBOR
as the benchmark interest rate.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.
The carrying value of the following financial assets/liabilities are not significantly different from their fair values, as explained below:
Cash at banks and on hand and time deposits – due to the short-term maturities of these financial instruments and given that generally they
have negligible credit risk, management considers the carrying amounts not to be significantly different from their fair values
Restricted cash (Note 19) – the fair value of restricted cash is not considered to be significantly different from the carrying value
Other financial assets (Note 19) – mainly represent long-term receivables carried at amortised cost, of which the fair value is estimated not to be
significantly different from the respective carrying amounts
Receivables and payables – the fair values of receivables and payables are estimated not to be significantly different from the respective
carrying amounts
Short-term loans and overdrafts approximate to their fair value because of the short maturity of these instruments
Long-term loans – loans with variable rates are re-priced in response to any changes in market rates and so management considers their carrying
values not to be significantly different from their fair values
Loans with fixed rates relate mainly to:
$500 million 3.25%, five-year Eurobond with a carrying value of $497 million at 31 December 2023 and fair value of $481 million, accounted for at
amortised cost. The fair value is determined with reference to a quoted price in an active market as at the balance sheet date (a level 1 fair value)
(Note 28)
A ten-year $150 million loan from the International Finance Corporation with outstanding balance of $86 million at 31 December 2023 and a fair
value of $80 million. Fair value is estimated by discounting future cash flows using the current rates at which similar loans would be made
to borrowers with similar credit ratings and for the same remaining maturities of such loans (a level 2 fair value)
Management classifies items that are recognised at fair value based on the level of the inputs used in their fair value determination as described below:
Level 1:
Quoted prices in active markets for identical assets or liabilities
Level 2:
Inputs that are observable for the asset or liability
Level 3:
Inputs that are not based on observable market data
The following financial assets/liabilities are presented at their fair value:
Fair value measurements
Level 1
Level 2
Level 3
Total
At 31 December 2023
$m
$m
$m
$m
Financial assets
       
Investments at FVTPL (Note 23)
24
24
Money market deposits (Note 22)
1
1
Investments in listed shares at FVTOCI (Note 19)
2
2
Investments in unlisted shares at FVTOCI (Note 19)
53
53
Total financial assets
27
53
80
Financial liabilities
       
Co-development and earnout payment liabilities (Notes 27 and 30)
1
1
Contingent consideration liability (Notes 27 and 30)
41
41
Total financial liabilities
42
42
Fair value measurements
Level 1
Level 2
Level 3
Total
At 31 December 2022
$m
$m
$m
$m
Financial assets
       
Investments at FVTPL (Note 23)
22
22
Money market deposit (Note 22)
1
1
Investments in listed shares at FVTOCI (Note 19)
4
4
Investments in unlisted shares at FVTOCI (Note 19)
38
38
Total financial assets
27
38
65
Financial liabilities
 
   
Co-development and earnout payment liabilities (Notes 27 and 30)
3
3
Contingent consideration liability (Notes 27 and 30)
42
42
Total financial liabilities
45
45
Financial Statements
Notes to the consolidated financial statements
continued
29. Financial policies for risk management and their objectives
continued
182
Hikma Pharmaceuticals PLC | Annual Report 2023
The following table presents the changes in Level 3 items for the year ended 31 December 2023 and the year ended 31 December 2022:
   
 
Financial
Financial
 
assets
liabilities
 
$m
$m
At 1 January 2022
22
74
Settled
(7)
Remeasurement of contingent consideration and other financial liability recognised in finance income
(26)
Unwinding of contingent consideration and other financial liability recognised in finance expense
4
Change in fair value of investments at FVTOCI
1
Additions of investments at FVTOCI
15
Balance at 31 December 2022 and 1 January 2023
38
45
Settled
(8)
Remeasurement of contingent consideration and other financial liability recognised in finance expense
2
Unwinding of contingent consideration and other financial liability recognised in finance expense
3
Change in fair value of investments at FVTOCI
(10)
Additions of investments at FVTOCI
27
Sale of investment at FVTOCI
(2)
Balance at 31 December 2023
53
42
Investments in unlisted shares at FVTOCI
represent venture capital investments and are measured at cost and adjusted as necessary for impairment
and revaluations with reference to relevant available information and recent financing rounds.
Contingent consideration liability
represents a contractual liability to make payments to third parties in the form of milestone payments that depend
on the achievement of certain US FDA approval milestones; and payments based on future sales of certain products. These liabilities were recognised
as part of the Columbus business acquisition in 2016.
The valuation for the payments that are based on future sales is based on a discounted cash flow model applied to projected future sales for a period
of seven years (2022: eight years). The key assumption used for this valuation is the sales projections informed by pricing and volume assumptions
which were determined using a probability weighted average of different possibilities on sales growth rates. The valuation for milestone payments is
based on 100% probability of success and is discounted using a rate of 6% (2022: 4.9%).
Liquidity risk
   
 
Less than one
One to five
More than five
 
Undiscounted cash flows for financial liabilities
year
years
years
Total
2023
$m
$m
$m
$m
Interest-bearing long-term loans and borrowings (Note 28)
(157)
(1,060)
(5)
(1,222)
Interest-bearing short-term loans and borrowings (Note 24)
Interest-bearing overdrafts (Note 24)
(2)
(2)
Interest-bearing import and export loans (Note 24)
(46)
(46)
Interest-bearing lease liabilities (Note 17)
(14)
(29)
(48)
(91)
Trade and other payables (Note 25)
(568)
(568)
Co-development and earnout payment (Notes 27 and 30)
(2)
(2)
Acquired contingent liability (Notes 27 and 30)
(11)
(29)
(27)
(67)
Contingent consideration (Notes 27 and 30)
(28)
(24)
(4)
(56)
Other liabilities (Notes 27 and 30)
(21)
(21)
 
(849)
(1,142)
(84)
(2,075)
29. Financial policies for risk management and their objectives
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
183
 
Less than one
One to five
More than five
 
Undiscounted cash flows for financial liabilities
year
years
years
Total
2022
$m
$m
$m
$m
Interest-bearing long-term loans and borrowings (Note 28)
(103)
(1,203)
(3)
(1,309)
Interest-bearing short-term loans and borrowings (Note 24)
(2)
(2)
Interest-bearing overdrafts (Note 24)
(12)
(12)
Interest-bearing import and export loans (Note 24)
(64)
(64)
Interest-bearing lease liabilities (Note 17)
(10)
(27)
(52)
(89)
Trade and other payables (Note 25)
(476)
(476)
Co-development and earnout payment (Notes 27 and 30)
(4)
(1)
(5)
Acquired contingent liability (Notes 27 and 30)
(7)
(26)
(43)
(76)
Contingent consideration (Notes 27 and 30)
(26)
(18)
(6)
(50)
Other liabilities (Notes 27 and 30)
(21)
(4)
(25)
 
(725)
(1,275)
(108)
(2,108)
The Group regularly monitors all cash, cash equivalents and debt to maintain liquidity needs. This is done by analysing debt headroom and expected
cash flows. The Group seeks to be proactive in its liquidity management to avoid any adverse liquidity effect.
At 31 December 2023, the Group had undrawn facilities of $1,613 million (2022: $1,592 million). Of these facilities, $1,284 million (2022: $1,311 million)
were committed long-term facilities.
30. Other non-current liabilities
 
As at 31 December
 
2023
2022
 
$m
$m
Contingent consideration (Notes 27 and 29)
16
18
Co-development and earnout payment (Notes 27 and 29)
1
Acquired contingent liability (Note 27)
54
69
Others
4
 
70
92
Contingent consideration and acquired contingent liabilities
represent contractual liabilities to make payments to third parties in the form of
milestone payments that depend on the achievement of certain US FDA approval milestones; and payments based on future sales of certain
products. These liabilities were recognised as part of the Columbus business acquisition in 2016. The current portion of these liabilities are recognised
in other current liabilities (Note 27).
The contingent consideration liability is accounted for as a financial liability at fair value under IFRS 9 (note 29)
The acquired contingent liability was recognised as part of the Columbus business acquisition in 2016. On acquisition, the contingent liability was
recognised at fair value under IFRS 3 ’Business Combinations’ and it is subsequently measured at the higher of the amount that would be recognised under
IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and the amount initially recognised less any settlements made in respect of the liability.
31. Share capital
Issued and fully paid – included in shareholders’ equity:
 
Number
$m
At 31 December 2021 and 1 January 2022
244,331,288
42
Exercise of employees share scheme (Note 37)
1,237,467
Ordinary Shares purchased and cancelled
(12,499,670)
(2)
Issue of Ordinary Bonus Share
1
1,746
Cancellation of Ordinary Bonus Share
(1)
(1,746)
At 31 December 2022 and 1 January 2023
233,069,085
40
Exercise of employees share scheme (Note 37)
845,519
At 31 December 2023
233,914,604
40
At 31 December 2023, 12,833,233 of the issued share capital are held as Treasury shares (2022: 12,833,233) of which the voting rights attached to these
shares are not capable of exercise, and 221,081,371 shares are in free issue (2022: 220,235,852).
In 2023, share capital increased by 845,519 shares as a result of the exercised shares granted under the share-based compensation schemes
(2022: 1,237,467).
Financial Statements
Notes to the consolidated financial statements
continued
31. Share capital
continued
184
Hikma Pharmaceuticals PLC | Annual Report 2023
In 2022, the Board approved the capitalisation of the merger reserve and the issuance of a Bonus Share with a $1,746 million nominal value, this share
was subsequently cancelled through a capital reduction, which created $1,746 million of distributable reserves to the Group. Moreover, the Group
executed a share buyback programme of $300 million in 2022, which resulted in the purchase and cancellation of 12,499,670 shares.
32. Non-controlling interests
   
 
2023
2022
 
$m
$m
At 1 January
13
14
Share of profit
2
3
Dividends paid
(4)
(3)
Acquisition of subsidiaries
2
Currency translation and hyperinflation movement
(3)
At 31 December
11
13
33. Cash generated from operating activities
   
 
2023
2022
 
$m
$m
Profit before tax
281
233
Adjustments for depreciation, amortisation and impairment charges of:
   
Property, plant and equipment
110
157
Intangible assets
131
202
Right-of-use of assets
18
13
Unwinding of acquisition related inventory step-up
26
Reclassification of translation gains on disposal of subsidiary
(5)
(Gain)/loss from investment at fair value through profit or loss (FVTPL)
(2)
2
Gain on disposal of intangible assets
(6)
Cost of equity-settled employee share scheme
25
22
Finance income
(7)
(29)
Finance expense
95
81
Foreign exchange loss and net monetary hyperinflation impact
6
20
Changes in working capital:
   
Change in trade and other receivables
(24)
4
Change in other current assets
(9)
(19)
Change in inventories
(115)
(102)
Change in trade and other payables
88
16
Change in other current liabilities
13
(16)
Change in provisions
127
1
Change in other non-current assets
5
(9)
Change in other non-current liabilities
(5)
(6)
Cash flow from operating activities
737
585
Hikma Pharmaceuticals PLC | Annual Report 2023
185
34. Reconciliation of movement in net debt
 
2023
2022
 
$m
$m
Interest-bearing loans and borrowings (Notes 24 and 28)
   
Balance at 1 January
1,213
763
Proceeds from issue of long-term financial debts
778
1,401
Proceeds from issue of short-term financial debts
437
380
Repayment of long-term financial debts
(841)
(962)
Repayment of short-term financial debts
(467)
(363)
Amortisation of upfront fees
2
2
Foreign exchange translation movements
3
(8)
Balance at 31 December
1,125
1,213
Lease liabilities (Note 17)
   
Balance at 1 January
 
83
Additions
6
5
Adjustments
1
(9)
Repayment of lease liabilities
(10)
(9)
Balance at 31 December
66
70
Total Debt
1,191
1,283
Cash and cash equivalents (Note 22)
(205)
(270)
Restricted cash (Note 19)
(10)
Net debt
2
976
1,013
1.
Adjustments arise from a change in the expected exercise of optional extension period
2.
Net debt includes long and short-term financial debts and lease liabilities, net of cash and cash equivalents and restricted cash. Net debt excludes co-development and earnout payments, acquired
contingent liabilities and contingent consideration
35. Business combination
Akorn Operating Company LLC (Akorn)
On 5 July 2023, the Group completed the acquisition of the assets of Akorn as part of a Chapter 7 Bankruptcy process, and paid cash consideration of
$98 million. This acquisition has been accounted for as a business combination in accordance with the requirements of IFRS 3 ‘business combination’.
The net assets acquired in the transaction are provisional. The identifiable assets and liabilities recognised as a result of this acquisition are as follows:
 
$m
Product related intangible assets (Note 15)
63
Property, plant and equipment (Note 16)
36
Inventories
2
Other current liabilities
(3)
Net assets acquired
98
Total consideration
98
Satisfied by:
 
Cash consideration
98
Net cash outflow arising from acquisition
98
Product related intangible assets comprise product rights of $36 million and IPR&D of $27 million. $19 million of product rights are expected to be
ready for use following the finalisation of the technology transfer process. Property, plant and equipment mainly included land and buildings of
$25 million, and machinery and equipment of $11 million, of which the Group has disposed of $15 million of land and buildings, and $3 million of
machinery and equipment, no gain/loss has been recognised as a result of these disposals. At 31 December 2023, $11 million of land and buildings
has been classified as held for sale.
Other liabilities mainly comprise technology transfer costs. No goodwill arose as a result of this acquisition.
Akorn did not contribute to the revenue and profit before tax of the Group in 2023 as the contributions are expected to flow after the finalisation of the
technology transfer process.
Financial Statements
Notes to the consolidated financial statements
continued
186
Hikma Pharmaceuticals PLC | Annual Report 2023
36. Contingent liabilities
Standby letters of credit and letters of guarantees
A contingent liability existed at the balance sheet date in respect of standby letters of credit and letters of guarantees totalling $55 million (2022:
$55 million) arising in the normal course of business. No provision for these liabilities has been made in these consolidated financial statements.
A contingent liability existed at the balance sheet date for standby letters of credit totalling $14 million (2022: $14 million) for potential stamp duty
obligations that may arise from the repayment of loans by intercompany guarantors. It’s not probable that any repayment will be made by the
intercompany guarantors.
Legal proceedings
The Group is involved in a number of legal proceedings in the ordinary course of its business, including actual or threatened litigation and actual or
potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices,
infringement of IP rights, the validity of certain patents and competition laws.
Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of a loss,
if any, being sustained and/or an estimate of the amount of any loss is difficult to ascertain. It is the Group’s policy to provide for amounts related to
these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable.
The Group currently intends to vigorously defend against these proceedings. From time to time, however, the Group may settle or otherwise resolve
these matters on terms and conditions that it believes to be in its best interest.
Starting in 2016, several complaints have been filed in the United States on behalf of putative classes of direct and indirect purchasers of generic drug
products, as well as several individual direct purchasers opt-out plaintiffs and third-party payors of generic drug products. These complaints, which
now number thirty-two allege that more than forty generic pharmaceutical defendants including the Group entities engaged in conspiracies to fix,
increase, maintain and/or stabilise the prices and market shares of the generic drug products named between approximately 2010 and 2016. The
plaintiffs seek treble damages, which can be significantly higher than the profits Hikma made on the named drug products, and equitable injunctive
relief under federal and state antitrust and consumer protection laws. The lawsuits have been consolidated in a multidistrict litigation (MDL) court in
the United States District Court for the Eastern District of Pennsylvania (In re Generic Pharmaceuticals Pricing Antitrust Litigation, No. 2724, (E.D. Pa.)).
At this point, the Group does not believe sufficient evidence exists to make any provision.
Starting in June 2020, several complaints have been filed in the United States on behalf of both individual plaintiffs and putative classes of direct and
indirect purchasers, as well as third party payors of Xyrem® against certain Group entities and other defendants. Currently, most of these cases have
been consolidated in an MDL court in the United States District Court for the Northern District of California (In re Xyrem (Sodium Oxybate) Antitrust
Litigation, No.2966, (N.D. Cal)). These complaints allege that Jazz Pharmaceuticals PLC and its subsidiaries entered into unlawful “pay-for-delay”
reverse payment agreements with each of the defendants, including Hikma, in settling patent infringement litigation over Xyrem®. The plaintiffs in
these lawsuits seek treble damages, which can be significantly higher than the profits Hikma makes from selling the generic version of Xyrem®, and
equitable injunctive relief under federal and state antitrust and consumer protection laws. A trial has been scheduled to start on October 28, 2024 in
the MDL matter. At this point, the Group does not believe sufficient evidence exists to make any provision.
In November 2020, Amarin Pharmaceuticals filed a patent infringement lawsuit against certain Group entities in the United States District Court
for the District of Delaware (No. 20-cv-1630) alleging that Hikma’s sales and distribution of its generic icosapent ethyl product infringes three
Amarin patents that describe certain methods of using icosapent ethyl. Amarin sought an injunction barring Hikma from selling its generic
product as well as unspecified damages. Hikma’s product is not approved for the patented methods but rather is approved only for a different
indication not covered by any valid patents. In January 2022 the court dismissed the lawsuit, and Amarin has appealed the court’s ruling to the
United States Court of Appeals for the Federal Circuit. Briefing on the appeal has been completed but no oral argument has been scheduled.
The Group does not believe sufficient evidence exists to make any provision.
Hikma Pharmaceuticals PLC | Annual Report 2023
187
37. Share-based payments
Executive incentive plan
The 2014 Executive Incentive Plan (EIP) was approved by shareholders at the 2014 Annual General Meeting. The EIP is a combined cash bonus
(element A), deferred shares (element B) and restricted shares (element C) scheme. In 2023, element C was replaced by the new 2023 Incentive Plan.
Under the EIP, the Company makes grants of conditional awards under element B to the senior management level of the Group. Awards are dependent on
the achievement of individual and Group KPIs over one year prior to grant and a two-year vesting period, and are then subject to a two-year holding period
during which they are subject to forfeiture conditions.
The cost of the EIP of $11 million (2022: $13 million) has been recorded in the consolidated income statement as part of selling, general and
administrative expenses and research and development expenses.
The fair value per share is the face value of share on the date of grant less the present value of dividends expected to be paid during the vesting period.
The weighted average exercise share price for 2023 is $22.67.
Details of the outstanding grants under this plan are shown below:
2023
2023
2022
2022
2021
2021
2020
2020
2019
2018
2017
2016
2016
2015
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
Total
30 May
30 May
25 Feb
25 Feb
25 Feb
25 Feb
27 Feb
27 Feb
12 March
16 May
13 Apr
11 May 17 March
10 April
Number
Y
ear 2023
Beginning balance (restated)
1
126,139
421,948 109,104
334,084
134,038
14,257
27,508
51,350
12,012 1,230,440
Granted during the year
167,643
602,131
769,774
Exercised during the year
(13,796) (18,836) (10,778) (20,547) (8,662) (323,926)
(134,038)
(13,000)
(12,012) (555,595)
Forfeited during the year
(2,149)
(10,158)
(12,307)
Outstanding at 31 December
153,847
583,295
115,361
399,252
100,442
14,257
27,508
38,350
1,432,312
Exercisable at 31 December
14,257 27,508
38,350
80,115
Weighted average remaining
contractual life (years)
2.41
1.41
1.16
0.15
0.15
4.38
3.36
2.21
1.15
Y
ear 2022
Beginning balance (restated)
1
157,644
423,728
184,355
511,453
280,529
14,257
34,428
51,350
12,012
1,669,756
Granted during the year
176,937
524,858
701,795
Exercised during the year
(13,423)
(31,389)
(12,130)
(25,899)
(13,060)
(510,815)
(280,529)
(6,920)
(894,165)
Forfeited during the year
(37,375)
(71,521)
(36,410)
(63,745)
(37,257)
(638)
(246,946)
Outstanding at 31 December
126,139
421,948
109,104
334,084
134,038
14,257
27,508
51,350
12,012
1,230,440
Exercisable at 31 December
5,502
4,756
14,257 27,508
51,350
12,012
115,385
Weighted average remaining
contractual life (years)
2.16
1.15
1.15
0.15
0.16
5.38
4.36
3.21
2.28
1.16
Fair value of each share $
21.30
21.30
25.00
25.38
31.71
32.17
23.70
24.10
20.63
18.45
23.52
31.69
26.21
32.78
The share price at grant date $
22.32
22.32
26.14
26.14
33.09
33.09
24.91
24.91
21.75
19.09
23.98
32.15
26.98
33.24
Expected dividends yield %
2.36%
2.36%
1.50%
1.50%
1.43%
1.43%
1.67%
1.67%
1.79%
1.71%
0.97%
0.73%
0.71%
0.81%
1. 2022 beginning balances have been restated to adjust for expired and exercised shares that were not previously reported
Financial Statements
Notes to the consolidated financial statements
continued
37. Share-based payments
continued
188
Hikma Pharmaceuticals PLC | Annual Report 2023
Management incentive plan
The 2009 Management Incentive Plan (MIP) was approved by shareholders at the 2010 Annual General Meeting and the 2018 MIP was approved by
shareholders at the 2018 Annual General Meeting. Under the MIP, the Company makes grants of conditional awards to management across the Group
below senior management level. Awards are dependent on the achievement of individual and Group KPIs one year prior to grant and a two-year
vesting period.
The cost of the MIP of $10 million (2022: $9 million) has been recorded in the consolidated income statement as part of selling, general and
administrative expenses, cost of sales and research and development expenses.
The fair value per share is the face value of shares on the date of grant less the present value of dividends expected to be paid during the vesting period.
The weighted average exercise share price for 2023 is $21.54.
Details of the outstanding grants under this plan are shown below:
 
2023
2022
2021
2020
2018
2017
2016
2015
2014
2013
 
 
grants
grants
grants
grants
grants
grants
grants
grants
grants
grants
Total
 
30 May
25 Feb
25 Feb
27 Feb
16 May
19 May
11 May
14 May
11 June
17 May
Number
Y
ear 2023
                     
Beginning balance (restated)
1
347,795
290,650
920
707
1,877
1,799
931
1,290
1,679
647,648
Granted during the year
559,930
559,930
Exercised during the year
(73)
(4,998)
(276,357)
(920)
(1,877)
(1,799)
(931)
(1,290)
(1,679)
(289,924)
Forfeited during the year
(14,174)
(15,363)
(14,293)
 
(41,578)
Outstanding at 31 December
545,683
327,434
707
876,076
Exercisable at 31 December
114
2,502
707
2,768
Weighted average remaining contractual
                     
life (years)
1.41
0.15
4.38
0.94
Y
ear 2022
                     
Beginning balance (restated)
1
 
337,487
359,169
1,007
1,877
1,799
931
1,290
1,679
705,239
Granted during the year
 
396,630
396,630
Exercised during the year
 
(5,647)
(14,815)
(322,540)
(300)
(343,302)
Forfeited during the year
 
(43,188)
(32,022)
(35,709)
(110,919)
Outstanding at 31 December
 
347,795
290,650
920
707
1,877
1,799
931
1,290
1,679
647,648
Exercisable at 31 December
 
3,725
12,698
920
707
1,877
1,799
931
1,290
1,679
25,626
Weighted average remaining contractual
                     
life (years)
 
1.15
0.15
5.38
4.38
3.36
2.37
1.45
0.38
1.03
Fair value of each share $
21.3
25.38
32.17
24.10
18.45
22.09
31.73
32.17
27.73
14.61
 
The share price at grant date $
22.32
26.14
33.09
24.91
19.09
22.54
32.20
32.63
28.33
14.93
 
Expected dividends yield %
2.36%
1.50%
1.43%
1.67%
1.71%
1.01%
0.73%
0.71%
0.71%
1.10%
 
1. 2022 beginning balances have been restated to adjust for expired and exercised shares that were not previously reported
37. Share-based payments
continued
Hikma Pharmaceuticals PLC | Annual Report 2023
189
2023 Incentive Plan
Long-term incentive plan
The 2023 Long-Term Incentive Plan (LTIP) was introduced under the 2023 Incentive Policy and was approved by shareholders at the 2023 Annual
General Meeting. Under the LTIP, the Company makes grants of conditional awards to the Executive Directors and senior executives of the Group.
Awards are dependent on certain non-market and market conditions with a vesting period of three years from the grant, and are then subject to a
two-year holding period.
The cost of the LTIP of $4 million has been recorded in the consolidated income statement as part of selling, general and administrative expenses.
The fair value per share is the face value of shares on the date of grant for non-market conditions. Valuation is based on the Monte Carlo methodology
for market condition. No discounting for dividend yield is applied as participants will receive the benefit of dividends paid during the vesting period in
the form of additional shares.
Details of the outstanding grants under this plan are shown below:
 
2023
2023
 
 
grants
grants
Total
 
31 Aug
30 May
Number
Y
ear 2023
     
Beginning balance
Granted during the year
27,829
648,724
676,553
Dividends equivalent during the year
     
Exercised during the year
Forfeited during the year
(46,109)
(46,109)
Outstanding at 31 December
27,829
602,615
630,444
Exercisable at 31 December
Weighted average remaining
     
contractual life (years)
2.67
2.41
2.42
Fair value of each share $
27.06
21.13
 
The share price at grant date $
27.74
22.32
 
Expected dividends yield %
n/a
n/a
 
Deferred bonus scheme
The 2023 deferred bonus awards scheme was introduced under the 2023 Incentive Policy and was approved by shareholders at the 2023 Annual
General Meeting. Under the scheme, 50% of the annual bonus is deferred into an award over shares for a period of three years. Awards are dependent
on the achievement of individual KPIs over one year, starting in 2024.
The cost of the deferred bonus awards of $0.5 million has been recorded in the consolidated income statement as part of selling, general and
administrative expenses.
Financial Statements
Notes to the consolidated financial statements
continued
190
Hikma Pharmaceuticals PLC | Annual Report 2023
38. Related parties
Transactions between Hikma Pharmaceuticals PLC (Hikma) and its subsidiaries (together, the Group) have been eliminated on consolidation and are
not disclosed in this Note. Transactions between the Group and its joint venture and other related parties are disclosed below.
Trading transactions:
During the year ended 31 December 2023, the Group entered into the following transactions with related parties:
Darhold Limited (Darhold):
is a related party of Hikma because three Directors of Hikma jointly constitute the majority of Directors and shareholders
(with immediate family members) in Darhold and because Darhold owns 25.65% (2022: 25.74%) of the share capital and 27.14% (2022: 27.24%) of the
voting capital of Hikma. Other than dividends (as paid to all shareholders), there were no transactions between the Group and Darhold Limited during
the year.
Hubei Haosun Pharmaceutical Co., Ltd.:
is a related party of Hikma because the Group holds a non-controlling interest of 49% in the joint venture (JV)
with Haosun (2022: 49%). During the year, total direct purchases from Haosun were $1.2 million (2022: $0.6). At 31 December 2023, the amount owed
from the Group to Haosun amounted to $nil (2022: $0.2). In addition, in certain countries the Group purchases from Haosun indirectly. During the year
total indirect purchases from Haosun were $0.7 million (2022: $1.1 million).
Labatec Pharma (Labatec):
is a related party of the Group because Labatec is owned by the family of two Directors of Hikma. During the year, total
Group sales to Labatec amounted to $2 million (2022: $2 million), and total Group purchases amounted to $1 million (2022: $1 million). At 31 December
2023, the amount owed by Labatec to the Group was $0.6 million (2022: $0.4 million).
Remuneration of key management personnel
The remuneration of the key management personnel (comprising the Executive Directors, Non-Executive Directors and the senior management as set
out in the Governance report) of the Group is set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’.
Further information about the remuneration of the individual Directors is provided in the audited part of the Remuneration Committee report on pages
103 to 132.
   
 
2023
2022
 
$m
$m
Short-term employee benefits
15.6
13.3
Share-based payments
9.5
7.2
Other benefits
0.6
0.5
 
25.7
21.0
Hikma Pharmaceuticals PLC | Annual Report 2023
191
39. Subsidiaries and joint venture
The subsidiaries and joint venture of Hikma Pharmaceuticals PLC are as follows:
       
Owned by the Group
     
Ownership %
Ownership%
     
Ordinary Shares
Ordinary Shares
     
At 31 December
At 31 December
Company’s name
Incorporated in
Address of the registered office
2023
2022
Al Jazeera Pharmaceutical Industry S.A.R.L
Algeria
Zone d’Activité, Propriété N° 379 Section N° 04 Staoueli,
   
   
Algeria
99%
99%
Algerie Industrie Mediterraneene Du Medicament S.A.R.L.
Algeria
Zone d’Activité 16/15 Staoueli, Algeria
97%
97%
Hikma Pharma Algeria S.A.R.L.
Algeria
Zone d’Activité 16/15 Staoueli, Algeria
100%
100%
SPA Al Dar Al Arabia pour la Fabrication de Médicaments
Algeria
Zone d’Activité El Boustane N° 78, Sidi Abdellah, Al
   
   
Rahmania, Algeria
100%
100%
Hubei Haosun Pharmaceutical Co., Ltd.
1
China
No 20 Juxian Road, Gedian Economic and Technology
   
   
Development Area, Hubei, China
49%
49%
Hikma Canada Limited
Canada
5995 Avebury Rd, Suite 804, Mississauga, ON L5R 3P9,
   
   
Canada
100%
100%
Hikma Pharma S.A.E
Egypt
6th of October City, 2
nd
Industrial Zone, Plot No.(1), Giza –
   
   
Egypt
100%
100%
Hikma Pharmaceuticals Industries S.A.E
Egypt
6th of October City, 2
nd
Industrial Zone, Plot No.(1), Giza –
   
   
Egypt
100%
100%
Hikma Specialised Pharmaceuticals (S.A.E)
Egypt
6th of October City, 2
nd
Industrial Zone, Plot No.(1), Giza –
   
   
Egypt
98%
98%
Hikma for Importation Co. LLC
Egypt
6th of October City, 2
nd
Industrial Zone, Plot No.(1), Giza –
   
   
Egypt
99%
99%
Hikma France
France
105 Rue Marcel Dassault, 92100 – Boulogne Billancourt –
   
   
France
100%
100%
Hikma Pharma GmbH
Germany
Lochhamer Strasse 13, 82152, Martinsried, Germany
100%
100%
Thymoorgan Pharmazie GmbH
Germany
Schiffgraben 23, DE-38690, Goslar, OT Vienenburg,
   
   
Germany
100%
100%
Hikma Services India Private Limited
India
503, Matharu Arcade, Subhash Road
   
   
Vile Parle East, Mumbai-400057, India
100%
100%
Hikma Italia S.p.A
Italy
Viale Certosa 10, 27100, Pavia, Italy
100%
100%
Hikma Pharma Limited*
2
Jersey
47 Esplanade, St Helier, JE1 0BD, Jersey
100%
100%
Arab Medical Containers LLC
Jordan
P.O. Box 80, Sahab Industrial Estate, 11512, Jordan
100%
100%
Arab Pharmaceutical Manufacturing PSC
Jordan
Al Buhaira – Salt, P.O. Box 42, Jordan
100%
100%
Hikma International Pharmaceuticals LLC (Exempt)
Jordan
122 Queen Zain AlSharaf Street, Bayader Wadi Al-Seer,
   
   
Amman, Jordan
100%
100%
Hikma International Ventures and Development LLC
Jordan
Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al-
   
(Exempt)
 
Hareth Street, Building 21, P.O. Box 182400, Amman, 11118,
   
   
Jordan
100%
100%
Hikma Investment LLC*
Jordan
Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al-
   
   
Hareth Street, Building 21, P.O. Box 182400, Amman, 11118,
   
   
Jordan
100%
100%
Hikma Pharmaceuticals LLC
Jordan
Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al-
   
   
Hareth Street, Building 21, P.O. Box 182400, Amman, 11118,
   
   
Jordan
100%
100%
Hikma Pharmaceuticals LLC (Jordan) (FREE ZONE)
Jordan
Al-Mushatta – Al Qastal Free Zone
   
   
P.O. Box 182400 11118 Amman
   
   
JORDAN
100%
100%
International Pharmaceutical Research Centre LLC
Jordan
P.O. Box 963166, Amman, 11196, Jordan
51%
51%
Sofia Travel and Tourism
Jordan
Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al-
   
   
Hareth Street, Building 21, P.O. Box 182400, Amman, 11118,
   
   
Jordan
100%
100%
Specialised for Pharmaceutical Industries LLC
Jordan
Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al-
   
   
Hareth Street, Building 21, P.O. Box 182400, Amman, 11118,
   
   
Jordan
100%
100%
Al Jazeera Pharmaceutical Industries Ltd
KSA
P.O. Box 106229
   
   
11666 Riyadh, Saudi Arabia
100%
100%
Hikma Pharmaceuticals for Foreign Companies
KSA
3005, Imam Saud bin Abdulaziz bin Mohammed Road,
   
Headquarters Co.
 
7815 Riyadh 12262, Saudi Arabia
100%
Société de Promotion Pharmaceutique du Maghreb
Morocco
Zone Industrielle du Sahel, Rue N. 7, Had Soualem,
   
(Promopharm S.A.)
 
Province de Settat, Morocco
94%
94%
Financial Statements
Notes to the consolidated financial statements
continued
39. Subsidiaries and joint venture
continued
192
Hikma Pharmaceuticals PLC | Annual Report 2023
       
Owned by the Group
     
Ownership %
Ownership %
     
Ordinary Shares
Ordinary Shares
     
At 31 December
At 31 December
Company’s name
Incorporated in
Address of the registered office
2023
2022
Hikma Pharma Benelux B.V
Netherlands
Atoomweg 12, 1627 LE Hoorn, Netherlands
100%
100%
Hikma Farmaceutica, (Portugal) S.A
Portugal
Estrada Rio Da Mo no.8, 8ª, 8B-Fervenca, 2705-906,
   
   
Terrugem SNT, Portugal
100%
100%
Lifotec Farmaceutica S.G.P.S S.A*
Portugal
Estrada Nacional 9, Fervença, São João das Lampas e
   
   
Terrugem, Sintra, Portugal
100%
100%
Hikma Care for Medicines and Medical Supplies
Palestine
Mahatma Ghandi Street, Betunia Ramallah, Palestine
   
Company
   
51%
51%
Hikma Pharmaceuticals
Palestine
West Bank Al Birah, Ramallah
100%
100%
Hikma Slovakia s.r.o
Slovakia
Seberíniho 1
   
   
821 03 Bratislava, Slovakia
100%
Hikma Espana S.L
Spain
CALLE MALDONADO, 4 – BJ D
   
   
28006, MADRID Spain
100%
100%
Pharma Ixir Co. Ltd
Sudan
Khartoum State, Buri Al Lamab Area, Block (9), Building
   
   
No. (98), Sudan
51%
51%
Savannah Pharmaceutical Industries Co. Ltd
Sudan
Khartoum State, Buri Al Lamab Area, Block (9), Building
   
   
No. (98), Sudan
100%
100%
Eurohealth International S.A.R.L.
2
Switzerland
Rue des Battoirs 7, 1205 Genève, Switzerland
100%
100%
APM Tunisie S.A.R.L.
Tunisia
Impasse N°4-Energie Solaire, Zone Industrielle La
   
   
Charguia 1, Tunis-Carthage, 2035, Tunisia
99%
99%
STE D’Industrie Pharmaceutique Ibn Al Baytar*
Tunisia
11 Rue 8610 Charguia 1-2035 Tunis-Carthage, Tunisia
100%
100%
STE Medicef
Tunisia
Avenue Habib Bourguiba, Sidi Thabet, 2020 Ariana,
   
   
Tunisia
100%
100%
Hikma Emerging Markets and Asia Pacific FZ-LLC
United Arab
Premises 202-204, Floor 2, Building 26, Dubai Health Care
   
 
Emirates
City, United Arab Emirates
100%
100%
Hikma International Trading Limited
2
United Arab
The Oberoi Centre, Level 15, Business Bay, P.O. Box
   
 
Emirates
36282, Dubai, United Arab Emirates
100%
100%
Hikma MENA FZE*
2
United Arab
Office No. FZJOB1020 Jebel Ali Free Zone, Dubai United
   
 
Emirates
Arab Emirates
100%
100%
Hikma UK Limited*
United Kingdom
1 New Burlington Place, London, W1S 2HR, United
   
   
Kingdom
100%
100%
Hikma Ventures Limited
2
United Kingdom
1 New Burlington Place, London, W1S 2HR, United
   
   
Kingdom
100%
100%
West-Ward Holdings Limited*
United Kingdom
1 New Burlington Place, London, W1S 2HR, United
   
   
Kingdom
100%
100%
Hikma Pharmaceuticals International Limited*
United Kingdom
1 New Burlington Place, London, W1S 2HR, United
   
   
Kingdom
100%
100%
Hikma Intelligence Limited
United Kingdom
1 New Burlington Place, London, W1S 2HR, United
   
   
Kingdom
100%
100%
Eurohealth (U.S.A.) Inc
United States
200 Connell Drive, 4
th
Floor Berkeley Heights, NJ 07922
100%
100%
Hikma Speciality USA, Inc.
United States
1900 Arlingate Lane, Columbus, Ohio 43228
100%
100%
Hikma Labs Inc.
United States
1809 Wilson Road, Columbus, Ohio 43228
100%
100%
West-Ward Columbus Inc.
United States
1809 Wilson Road, Columbus, Ohio 43228
100%
100%
Hikma Injectables USA, Inc.
United States
36 Stults Road, Dayton, New Jersey 08810
100%
100%
Hikma Pharmaceuticals USA Inc.
United States
200 Connell Drive, 4
th
Floor Berkeley Heights, NJ 07922
100%
100%
Hikma Finance USA LLC
United States
200 Connell Drive, 4
th
Floor Berkeley Heights, NJ 07922
100%
100%
TACCA, LLC
United States
2325 Camino Vida Roble
   
   
Carlsbad, CA 92011, US
90%
90%
Pytrione LLC
United States
2325 Camino Vida Roble
   
   
Carlsbad, CA 92011, US
84%
84%
1.
The investments in joint venture are accounted for using the equity method (Note 18)
2. Owned by Hikma Pharmaceuticals PLC ‘the Company’
The investments in subsidiaries are all stated at cost in Hikma Pharmaceuticals PLC and are consolidated in line with IFRS 10.
The Group’s subsidiaries principally operate in trading pharmaceuticals products and associated goods and services, except for Sofia Travel and
Tourism subsidiary which coordinates employees travel arrangements.
Companies marked (*) were incorporated as holding companies.
Hikma Pharmaceuticals PLC | Annual Report 2023
193
40. Defined contribution retirement benefit plan
The Group has defined contribution retirement plans in four of its subsidiaries: Hikma Pharmaceuticals PLC – United Kingdom, Hikma Pharmaceuticals
LLC, Arab Pharmaceutical Manufacturing PSC and Hikma Pharmaceuticals USA Inc. The details of each contribution plan are as follows:
Hikma Pharmaceuticals PLC
Hikma Pharmaceuticals PLC currently has a defined contribution pension plan available for staff working in the United Kingdom whereby Hikma
Pharmaceuticals PLC contributes 10% of basic salary. Employees are immediately entitled to 100% of the contributions. Hikma Pharmaceuticals PLC
contributions for the year ended 31 December 2023 were $0.2 million (2022: $0.3 million).
Hikma Pharmaceuticals LLC
Hikma Pharmaceuticals LLC currently has an employee savings plan whereby Hikma Pharmaceuticals LLC fully matches employees’ contributions,
which are fixed at 10% of basic salary. Employees are entitled to 100% of Hikma Pharmaceuticals LLC contributions after three years of employment
with the Company. Hikma Pharmaceuticals LLC contributions for the year ended 31 December 2023 were $3.6 million (2022: $3.4 million).
Arab Pharmaceutical Manufacturing PSC
Arab Pharmaceuticals Manufacturing PSC currently has an employee savings plan whereby Arab Pharmaceuticals Manufacturing PSC fully matches
employees’ contributions, which are fixed at 10% of basic salary. Employees are entitled to 100% of Arab Pharmaceuticals Manufacturing PSC
contributions after three years of employment with the Company. Arab Pharmaceuticals Manufacturing PSC contributions for the year ended
31 December 2023 were $0.5 million (2022: $0.5 million).
Hikma Pharmaceuticals USA Inc.: (401 (k) Retirement Plan)
Hikma Pharmaceuticals USA Inc. has a 401(k)-defined contribution plan, which allows all eligible employees to defer a portion of their income through
contributions to the plan. Eligible employees can begin contributing to the plan after being employed for 90 days. Employees can defer up to 95% of
their eligible income into the plan, not to exceed $22,500 (2022: $20,500), not including catch-up contributions available to eligible employees as
outlined by the Internal Revenue Service. The company matches the employees’ eligible contribution dollar-for-dollar on the first 6% of eligible pay
contributed to the plan. Employer contributions vest 50% after two years of service and 100% after three years of service. Employees are considered to
have completed one year of service for the purposes of vesting upon the completion of 1,000 hours of service at any time during a plan year. Employer
contributions to the plan for the year ended 31 December 2023 were $8 million (2022: $9 million). The assets of this plan are held separately from those
of the Group. The only obligation of the Group with respect to this plan is to make specified contributions.
41. Subsequent event
On 1 February 2024, the Group reached an agreement in principle to resolve the vast majority of the opioid related cases brought against Hikma
Pharmaceuticals USA Inc. by US states, their subdivisions, and tribal nations. These cases relate to the manufacture and sale of prescription opioid
medications. The agreed upon settlement is not an admission of wrongdoing or legal liability.
The Group booked a total provision of $129 million to cover the expected settlement amount for all related cases in North America. The provision is
considered an adjusting post balance sheet event and is recognised as an exceptional item in the consolidated financial statements for the year ended
31 December 2023 (Notes 6 and 26).
Financial Statements
Company balance sheet
At 31 December 2023
2023
2022
Note
$m
$m
Non-current assets
Property, plant and equipment
1
1
Right-of-use assets
3
5
Intangible assets
3
7
14
Investments in subsidiaries
4
3,303
3,296
Due from subsidiaries
5
32
82
Financial and other non-current assets
3
4
3,349
3,402
Current assets
Trade and other receivables
6
304
358
Due from subsidiaries
5
39
82
Cash and cash equivalents
7
46
64
Other current assets
8
31
29
420
533
Total assets
3,769
3,935
Current liabilities
Other payables
4
2
Due to subsidiaries
9
10
21
Short-term financial debts
10
61
39
Lease liabilities
2
2
Other current liabilities
19
15
96
79
Net current assets
324
454
Non-current liabilities
Long-term financial debts
10
325
465
Lease liabilities
3
5
328
470
Total liabilities
424
549
Net assets
3,345
3,386
Equity
Share capital
12
40
40
Share premium
282
282
Other reserves
2
2
Profit for the year
13
71
266
Retained earnings
2,950
2,796
Total equity
3,345
3,386
The financial statements of Hikma Pharmaceuticals PLC, registered number 5557934, on pages 194 to 200 were approved by the Board of Directors on
21 February 2024 and signed on its behalf by:
Said Darwazah
Executive Chairman
21 February 2024
Riad Mishlawi
Chief Executive Officer
194
Hikma Pharmaceuticals PLC | Annual Report 2023
Company statement
of changes in equity
For the year ended 31 December 2023
Share
capital
Share premium
Capital
redemption
reserve
Merger reserve
Total other
reserves
Retained
earnings
Total
$m
$m
$m
$m
$m
$m
$m
Balance at 1 January 2022
42
282
1,746
1,746
1,456
3,526
Profit for the year
266
266
Total comprehensive income for the
year
266
266
Cost of equity settled employee share
scheme
22
22
Dividends paid
(125)
(125)
Ordinary Shares purchased
and cancelled
(2)
2
2
(300)
(300)
Share buyback transaction costs
(3)
(3)
Issue of Ordinary Bonus Share
1,746
(1,746)
(1,746)
Cancellation of Ordinary Bonus Share
(1,746)
1,746
Balance at 31 December 2022
and 1 January 2023
40
282
2
2
3,062
3,386
Profit for the year
71
71
Total comprehensive income for the
year
71
71
Cost of equity settled employee share
scheme
25
25
Dividends paid
(137)
(137)
Balance at 31 December 2023
40
282
2
2
3,021
3,345
At 31 December 2023 and 2022, the Company had retained earnings available for distribution in excess of $2 billion, which is determined with
reference to the Companies Act 2006 and to the guidance issued by the Institute of Chartered Accountants in England and Wales in 2017.
For the proposed final dividend for the year ended 31 December 2023, see Note 13 to the Group consolidated financial statements.
195
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Notes to the Company
financial statements
For the year ended 31 December 2023
1. Adoption of new and revised standards
The nature of the impact on the Company of new and revised standards is the same as for the Group. Details are given in Note 1 to the Group
consolidated financial statements.
2. Accounting policies
Basis of accounting
These financial statements, for the year ended 31 December 2023 have been prepared in accordance with FRS 101.
As permitted by FRS 101, the Company has taken advantage of the following exemptions from the requirements of IFRS Accounting Standards as below:
Paragraph 10(d) of IAS 1 ‘Presentation of Financial Statements’ (statement of cash flows)
Paragraph 16 of IAS 1 ‘Presentation of Financial Statements’ (statement of compliance with all IFRS Accounting Standards)
Paragraph 38A of IAS 1 ‘Presentation of Financial Statements’ (requirements for minimal of two primary statements, including cash flow statements)
Paragraph 45(b) and 46 to 52 of IFRS 2 ‘Share-based Payment’
Paragraph 111 of IAS 1 ‘Presentation of Financial Statements’ (cash flow statement information)
Paragraphs 134 to 136 of IAS 1 'Presentation of Financial Statements' (capital disclosures)
IFRS 7 ‘Financial Instruments: Disclosure’
Paragraph 17 of IAS 24 ‘Related Parties Disclosures’
Paragraph 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’
IAS 7 ‘Statement of Cash Flow’
Paragraphs 91 to 99 of IFRS 13 'Fair Value Measurement'
No individual profit and loss account is prepared as provided by section 408 of the Companies Act 2006.
The financial statements have been prepared on the historical cost basis, except for the revaluation to fair value of certain financial assets and
liabilities. The principal accounting policies adopted are the same as those set out in Note 2 to the Group consolidated financial statements with
the addition of the policies noted below.
Investments in subsidiaries are stated at cost less, where appropriate, provision for impairment. The carrying value of investments is reviewed for
impairment when there is an indication that the investment might be impaired. Any provision resulting from an impairment review is charged to the
Company profit and loss. Testing for impairment requires making estimates for the valuation of the investments.
Trade receivables acquired from subsidiaries through an intercompany factoring arrangement and intercompany receivables are classified
as financial assets at amortised cost and are measured at amortised cost using the effective interest method less any expected credit loss.
The Company applies a general approach in calculating expected credit loss for the intercompany receivables. At the reporting date, all outstanding
balances were considered to have low credit risk, therefore, the general approach using a 12-month probability of default was applied when assessing
expected credit loss on a 12-month period basis. The Company applies a simplified approach for the intercompany factoring arrangement.
Equity-settled employee share schemes are accounted for in accordance with IFRS 2 ‘Share based payment’. The current charge relating to the
subsidiaries’ employees is recharged to the respective subsidiary.
There are no critical judgements and estimates involved in applying the above accounting policies, that may have a significant risk of resulting in a
material adjustment to the carrying amount of assets and liabilities within the next financial year.
The presentational and functional currency of Hikma Pharmaceuticals PLC is the US dollar as the majority of the Company’s business is conducted in
US dollars.
196
Hikma Pharmaceuticals PLC | Annual Report 2023
3. Intangible assets
Software
$m
Cost
Balance at 1 January 2022
31
Balance at 1 January 2023
31
Disposals
1
(5)
Balance at 31 December 2023
26
Accumulated amortisation and impairment
Balance at 1 January 2022
(16)
Charge for the year
(1)
Balance at 1 January 2023
(17)
Charge for the year
(2)
Balance at 31 December 2023
(19)
Carrying amount
At 31 December 2023
7
At 31 December 2022
14
1.
Disposals represent software sold to subsidiaries
Details of useful lives are included in Note 15 to the Group consolidated financial statements.
4. Investments in subsidiaries
The details of Investment in subsidiaries are stated in Note 39 to the Group consolidated financial statements.
The following table provides the movement of the investments in subsidiaries:
2023
2022
$m
$m
Beginning balance
3,296
3,288
Additions to subsidiaries
7
8
Ending balance
3,303
3,296
The movement for the year represents an increase in the investment in Hikma Ventures Limited.
197
Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Notes to the Company financial statements
continued
5. Due from subsidiaries
Non-current
As at 31 December
2023
2022
$m
$m
Hikma UK Limited
12
47
Hikma MENA FZE
22
Hikma Pharmaceuticals LLC
13
Al Jazeera Pharmaceuticals Industries Ltd
20
Hikma Emerging Markets and Asia Pacific FZ-LLC
4
4
Less: provision for expected credit loss
(4)
(4)
32
82
Current
As at 31 December
2023
2022
$m
$m
Hikma Pharmaceuticals USA Inc.
13
55
Al Jazeera Pharmaceuticals Industries Ltd
5
13
Hikma Emerging Markets and Asia Pacific FZ-LLC
7
7
Hikma MENA FZE
7
3
Arab Pharmaceutical Manufacturing PSC
1
3
Hikma Pharma S.A.E
3
1
Others
10
7
Less: provision for expected credit loss
(7)
(7)
39
82
6. Trade and other receivables
As at 31 December
2023
2022
$m
$m
Trade and other receivables
304
358
The credit risk associated with these acquired receivables is similar to that of the Group’s US receivables since it relates to the same credit portfolio
and customers.
7. Cash and cash equivalents
As at 31 December
2023
2022
$m
$m
Cash at banks and on hand
12
9
Time deposits
34
55
46
64
Cash and cash equivalents include highly liquid investments with maturities of three month or less which are convertible to known amounts of cash
and are subject to insignificant risk of changes in value.
198
Hikma Pharmaceuticals PLC | Annual Report 2023
8. Other current assets
As at 31 December
2023
2022
$m
$m
Investments at FVTPL
24
22
Prepayments
6
6
Revolving credit facility upfront fees
1
1
31
29
Investment at FVTPL
comprises a portfolio of debt instruments that are managed by an asset manager and which the Company has designated as
measured at fair value through profit or loss. These assets are classified as level 1 as they are based on quoted prices in active markets (See Note 29
to the Group consolidated financial statements).
9. Due to subsidiaries
Current
As at 31 December
2023
2022
$m
$m
Hikma Pharmaceuticals LLC
8
14
Hikma Farmaceutica, (Portugal) S.A
1
4
Other
1
3
10
21
10. Financial debts
As at 31 December
2023
2022
$m
$m
Long-term loans
391
508
Less: current portion of long-term loans
(61)
(39)
Less: upfront fees
(5)
(4)
Long-term financial loans
325
465
Financial debts include:
a)
$1,150 million syndicated revolving credit facility that matures on 4 January 2029. At 31 December 2023, the facility had an outstanding balance
of $nil (2022: $278 million) and an unutilised amount of $1,150 million (2022: $872 million). This facility is available in two tranches: one tranche of
$760 million for Hikma Pharmaceuticals PLC, of which $nil was utilised (2022: $210 million), and a second tranche of $390 million for Hikma Finance
USA LLC, of which $nil was utilised (2022: $68 million). This facility can be used for general corporate purposes
b)
A $400 million five-year syndicated loan facility that matures on 13 October 2027. At 31 December 2023, the facility had an outstanding balance
at of $315 million (2022: $190 million) and a fair value of $315 million (2022: $190 million). This facility was granted in two tranches: one tranche of
$250 million for Hikma Pharmaceuticals PLC, of which the outstanding balance at 31 December 2023 was $205 million (2022: $190 million), and a
second tranche of $150 million for Hikma Finance USA LLC with an outstanding balance of $110 million (2022: no utilisation). The proceeds were
used for general corporate purposes
c)
A $200 million eight-year loan facility from the International Finance Corporation and Managed Co-lending Portfolio program that matures on
15 September 2028. At 31 December 2023, the facility had an outstanding balance of $100 million (2022: no utilisation) and a fair value of $100 million
(2022: $nil), the remaining $100 million has an availability period until March 2024. The facility can be used for general corporate purposes
d)
A $150 million ten-year loan facility from the International Finance Corporation that matures on 15 December 2027. At 31 December 2023, the facility
had an outstanding balance of $86 million (2022: $108 million) and a fair value of $80 million (2022: $98 million). The proceeds were used for general
corporate purposes
The weighted average interest rates incurred by the Group are disclosed in Notes 24 and 28 to the of the Group consolidated financial statements.
During 2023, the Company completed the transitioning of all of its USD Libor loans to Term SOFR. As at 31 December 2023, none (2022: $nil) of the
Company’s utilised debt portfolio as well as none (2022: $5 million) of the Company’s unutilised debt facilities have USD LIBOR as the benchmark
interest rate.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Financial Statements
Notes to the Company financial statements
continued
11. Staff costs
Hikma Pharmaceuticals PLC has an average of 29 employees (2022: 30 employees) (excluding Executive Directors); total compensation paid to them
amounted to $7 million (2022: $7 million), of which salaries and bonuses were $5 million (2022: $5 million), the remaining $2 million (2022: $2 million)
mainly represents national insurance contributions and other employee benefits. Further information about the remuneration of the individual
Directors is provided in the audited part of the Remuneration Committee report on pages 103 to 132.
12. Share capital
Issued and fully paid – included in shareholders’ equity:
Number
$m
As at 1 January 2022
244,331,288
42
Exercise of employees share scheme
1,237,467
Ordinary Shares purchased and cancelled
(12,499,670)
(2)
Issue of Ordinary Bonus Share
1
1,746
Cancellation of Ordinary Bonus Share
(1)
(1,746)
At 31 December 2022 and 1 January 2023
233,069,085
40
Exercise of employees share scheme
845,519
As at 31 December 2023
233,914,604
40
At 31 December 2023, 12,833,233 of the issued share capital are held as Treasury shares (2022: 12,833,233) of which the voting rights attached to these
shares are not capable of exercise, and 221,081,371 shares are in free issue (2022: 220,235,852).
In 2023, share capital increased by 845,519 shares as a result of the exercised shares granted under the share-based compensation schemes
(2022: 1,237,467).
In 2022, the Board approved the capitalisation of the merger reserve and the issuance of a Bonus Share with a $1,746 million nominal value, this share
was subsequently cancelled through a capital reduction, which created $1,746 million of distributable reserves to the Company. Moreover, the
Company executed a share buyback programme of $300 million in 2022, which resulted in the purchase and cancellation of 12,499,670 shares.
13. Profit for the year
The net profit in the Company for the year is $71 million. Included in the net profit for the year is dividend income of $70 million. The remaining income
statement components mainly comprise factoring income from subsidiary, general and administrative expenses and net financing expenses. Audit
fees for the Company are included within fees to the company's auditor and its associates for the audit of the parent company and consolidated
financial statements as disclosed in Note 7 to the Group consolidated financial statements.
The net profit in the Company for the prior year was $266 million. Included in the net profit for the prior year was dividend income of $276 million.
The remaining income statement components largely represented factoring income from subsidiary, general and administrative expenses and net
financing expenses.
14. Contingent liabilities and financial guarantees
A contingent liability existed at the balance sheet date for standby letters of credit totalling $14 million (2022: $14 million) for potential stamp duty
obligations that may arise from the repayment of loans by intercompany guarantors. It is not probable that any repayment will be made by the
intercompany guarantors.
In addition, the Company guaranteed Hikma Finance USA LLC $500 million, 3.25%, five-year Eurobond issued in July 2020 (Note 28 to the Group
consolidated financial statements). The Company has also guaranteed Hikma Pharmaceuticals USA Inc. contingent consideration related to the
Columbus business acquisition (Note 27 and 30 to the Group consolidated financial statements). Financial guarantees issued by the Company on
behalf of subsidiaries are accounted for at fair value in accordance with IFRS 9. The fair value of these liabilities is immaterial given the low probability
of default for any of the related subsidiaries.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Shareholder information
2024 financial calendar
21 March
2023 final dividend ex-dividend date
22 March
2023 final dividend record date
25 April
Annual General Meeting
3 May
2023 final dividend paid to shareholders
8 August*
2024 interim results and interim
dividend announced
15 August*
2024 interim dividend ex-dividend date
16 August*
2024 interim dividend record date
20 September*
2024 interim dividend paid to shareholders
* Provisional dates
Shareholding enquiries
Enquiries or information concerning existing shareholdings
should be directed to Hikma’s Registrar, Link Group, either:
in writing to Shareholder Services, Link Group, Central Square,
29 Wellington Street, Leeds LS1 4DL
by telephone on 0371 664 0300. Lines are open 09:00 – 17:30,
Monday to Friday excluding public holidays in England and Wales.
Calls to 0371 are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom are charged
at the applicable international rate
by email to shareholderenquiries@linkgroup.co.uk
online at
www.hikmashares.com/welcome
Dividend payments – currency
Hikma declares dividends in US dollars. Unless you have elected
otherwise, you will receive your dividend in US dollars. Shareholders
can opt to receive the dividend in pound sterling or Jordanian dinar.
The Registrar retains records of the dividend currency for each
shareholder and only changes them at the shareholder’s request.
If you wish to change the currency in which you receive your
dividend please contact the Registrar.
Dividend payments – bank transfer
Shareholders who currently receive their dividend by cheque can
request a dividend mandate form from the Registrar and have their
dividend paid direct into their bank account on the same day as the
dividend is paid. The tax voucher is sent direct to the shareholder’s
registered address.
Dividend payments – international payment system
If you are an overseas shareholder, the Registrar is now able to pay
dividends in several foreign currencies for an administrative charge
of £5.00, which is deducted from the payment. Contact the Registrar
for further information.
Website
Press releases, the share price and other information on the Group
are available on Hikma’s website
www.hikma.com
.
Share listings
London Stock Exchange
Hikma’s Ordinary Shares of 10 pence each (Shares) are admitted to
the Official List of the London Stock Exchange. They are listed under
EPIC: HIK, SEDOL: B0LCW08 GB and ISIN: GB00B0LCW083.
Further information on this market, its trading systems and current
trading in Hikma’s shares can be found on the London Stock Exchange
website
www.londonstockexchange.com
.
Global Depository Receipts (GDRs)
Hikma also has listed GDRs on Nasdaq Dubai for which Citibank
acts as Depositary. They are listed under EPIC – HIK and ISIN –
US4312882081. Further information on Nasdaq Dubai, its trading
systems and current trading in Hikma’s GDRs can be found on the
website
www.nasdaqdubai.com
.
American Depository Receipts (ADRs)
Hikma has an ADR programme for which Bank of New York Mellon acts
as Depository. One ADR equates to two Hikma ordinary shares. ADRs
are traded as a Level 1 (OTC) programme under the symbol HKMPY.
Enquiries should be made to:
The Bank of New York Mellon
Shareholder Correspondence
PO Box 43078
Providence RI 02940-3078
By Overnight Courier or Registered Insured Mail:
The Bank of New York Mellon
Shareholder Correspondence
150 Royall St., Suite 101
Canton, MA 02021
Tel: +1 201 680 6825 (outside the USA, US Territories and Canada)
Tel: +1 866-726-8237 (toll-free within USA, US Territories and Canada)
E-mail: shrrelations@cpushareownerservices.com
Website:
www.mybnymdr.com
Shareholder fraud
The Financial Conduct Authority has issued a number of warnings
to shareholders regarding boiler room scams. Shareholders may
have received unsolicited phone calls or correspondence concerning
investment matters. These are typically from overseas based ‘brokers’
who target UK shareholders, offering to sell them what oſten turn out
to be worthless or high-risk shares in US or UK investments. These
operations are commonly known as boiler rooms. These brokers
can be very persistent and extremely persuasive. Shareholders are
advised to be very cautious of unsolicited advice, offers to buy shares
at a discount or offers of free company reports. If you receive any
unsolicited investment advice:
obtain the correct name of the person and organisations
check they are authorised by the FCA by looking the firm up on
www.fca.org.uk/register
report the matter to the FCA either by calling 0800 111 6768 or visit
www.fca.org.uk/consumers
if the caller persists, hang up
Details of the share dealing facilities sponsored by Hikma are
included in Hikma’s mailings and are on Hikma’s website.
Hikma’s website is
www.hikma.com
and the registered office
is 1 New Burlington Place, London W1S 2HR.
Telephone number + 44 (0)20 7399 2760.
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Hikma Pharmaceuticals PLC | Annual Report 2023
Shareholder information
continued
Hikma Pharmaceuticals PLC
Registered in England and Wales number 5557934
Registered office:
1 New Burlington Place
London W1S 2HR
UK
Telephone: +44 (0)20 7399 2760
E-mail: uk-investors@hikma.com
Hikma Pharmaceuticals USA Inc.
200 Connell Drive, 4th Floor
Berkeley Heights
New Jersey 07922
US
Telephone: +1 908 673 1030
Hikma Pharmaceuticals LLC
Al-Bayader
King Adbullah The Second Street
Facing Al-Ahli Club
Amman
Jordan
Telephone: +962 6 5802900
Hikma Farmacêutica (Portugal) S.A
Estrada do Rio da Mó
8, 8A e, 8B, Fervença
2705 – 906 Terrugem
Sintra, Portugal
Telephone: +351 21 9608410
Advisers
Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
UK
Brokers
Citigroup Global Markets Ltd
33 Canada Square
Canary Wharf
London E14 5LB
UK
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
UK
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
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Hikma Pharmaceuticals PLC | Annual Report 2023
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1 New Burlington Place
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