Code of conduct for Non-executive directors
It is vital to the financial success of GlaxoSmithKline Pharmaceuticals Limited (GSK) that we conduct our business with honesty and integrity and in compliance with all applicable legal and regulatory requirements. This Code of Conduct sets out the fundamental standards to be followed by each Non-Executive Director in their actions on behalf of the Company. Further guidance on the Companyís standards in specific areas will be provided through related corporate policies and guidelines.
This policy applies to every Non-Executive Director of GSK.
Each GSK Non-Executive Director must, wherever applicable:
3.1 Conduct the Company's business with honesty and integrity and in a professional manner that protects the Company's good public image and reputation.
3.2 Build relationships with customers, vendors and fellow Directors based on trust and treat every individual with respect and dignity in the conduct of Company business.
3.3 Become familiar with and comply with legal requirements and Company policy and procedures.
3.4 Avoid any activities that could involve or lead to involvement in any unlawful practice or any harm to the Company's reputation or image.
3.5 Avoid actual or potential conflicts of interests with the Company, or the appearance thereof, in all transactions.
3.6 Safeguard the Company's confidential information, and respect the confidential information of other parties with whom the Company does business or competes.
3.7 Promptly report to the Company any violations of law or ethical principles or Company policies that come to the Directorís attention.
4.1 All Non-Executive Directors must uphold these standards in the conduct of Company business.
4.2 Every Non-Executive Director should be a role-model for these standards by visibly demonstrating support and by regularly encouraging adherence.
4.3 Failure to comply with this or any other Company Policy may subject such Non- Executive Director to such action as is decided by the Board.
4.4 When in doubt as to the correct action to take, ask the following question. "Would I feel comfortable in explaining this action to my family or close friends or seeing my action reported on the front page of the local newspaper?" The Company is best served when the answer to this question is an unqualified, "Yes."
5. AMENDMENT TO THE CODE
This Code may amended to meet the requirements of any relevant statute or the business interests of the Company, subject to approval of the Board of Directors of the Company.
6. ANNUAL DECLARATION
As required under Clause 49 (D) (ii) of the Listing Agreement, every Non-Executive Director shall sign and submit an annual declaration (in the prescribed form annexed hereto) before the 15th of January every year, affirming compliance with the provisions of this Code.Back to top
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