TIDMHIK
RNS Number : 8145Z
Hikma Pharmaceuticals Plc
11 February 2014
Board Changes
London, 11 February 2014 Hikma Pharmaceuticals PLC (LSE: HIK)
(DIFX: HIK) ("Hikma"), the FTSE 250 pharmaceuticals company, is
today announcing the following changes to its Board
composition.
With effect from the Annual General Meeting on 15 May 2014, the
following changes will occur:
-- Mr. Samih Darwazah, non-executive Chairman, is to retire from
the Board and become honorary Life President;
-- Mr. Said Darwazah, Chief Executive, is to be appointed Chairman & Chief Executive;
-- Sir David Rowe-Ham, Senior Independent Director, is to retire from the Board; and
-- Mr. Robert Pickering, non-executive director, is to be
appointed Senior Independent Director and Chairman of the
Nomination Committee. Mr. Pickering will become a member of the
Remuneration Committee and cease to be a member of the Compliance,
Responsibility and Ethics Committee ("CREC").
The Board is further developing its medium term succession plans
for the independent non-executive directors, with the aim of
ensuring an orderly transfer of the committee chairmanship
responsibilities. The Board is currently undertaking a recruitment
process for an additional non-executive director and expects to be
able to make a further announcement shortly.
Samih Darwazah said:
"Whilst the leadership is changing, we are doing this in a way
that promotes continuity and ensures the people who are taking
Hikma forward have a proven track record. I am delighted that I am
handing over my responsibilities to the Chief Executive. He and his
very efficient team have significantly improved the business over
the last seven years and are perfectly positioned to take it
forward. I will always have strong and emotional ties with
Hikma.
I also want to note the debt of gratitude we owe Sir David, a
great friend of Hikma and mine. Sir David has been a constant
source of wisdom and guidance to Hikma as we have grown from
listing in 2005 to the international group we are today.
Robert has forged strong links with the board and management
team over the past three years and has demonstrated sound and clear
judgement. I am delighted that he has kindly accepted to expand his
role."
Said Darwazah said:
"The Board and I consider that these changes are the best method
on ensuring the continued entrepreneurial success of Hikma. From an
executive point of view, this will be business as usual, with the
divisional heads continuing to drive their businesses forward. My
role will continue to focus on overall group strategy and I am very
ably assisted in this by the strong executive team.
Those of you who know me will know that my style is to always
listen to others and understand their views, with the aim of making
the best decision in a consensual manner. My father has always been
committed to the highest standards of transparency and openness and
I will continue that commitment. Additionally, we always have had
and, in Robert, will continue to have, a very strong senior
independent director."
- ENDS -
Enquiries:
Hikma Pharmaceuticals PLC
Peter Speirs, Company Secretary +44 (0)20 7399 2772
Susan Ringdal, Investor Relations Director +44 (0)20 7399
2760
Financial Dynamics +44 (0)20 7831 3113
Ben Atwell /Julia Phillips/Jonathan Birt/Matthew Cole
Notes to Editors:
About Hikma
Hikma Pharmaceuticals PLC is a fast growing pharmaceutical group
focused on developing, manufacturing and marketing a broad range of
both branded and non-branded generic and in-licensed products.
Hikma's operations are conducted through three businesses:
"Branded", "Injectables" and "Generics" based primarily in the
Middle East and North Africa ("MENA") region, where it is a market
leader, the United States and Europe. In 2012, Hikma achieved
revenues of $1,108.7 million and profit attributable to
shareholders of $100.3 million.
Governance
Before considering recommending the appointment of Mr. Said
Darwazah to his new role, the Nomination Committee undertook a full
consultation with major shareholders and governance bodies. The
views expressed were taken into account in the nature of changes
announced today and the additional governance safeguards being
implemented. As part of Hikma's commitment to the highest levels of
transparency, below is a summary of the main reasons for the Code
departures and safeguards that are being implemented. A full
explanation will be included in the annual report, which is due to
be published in April.
Reasons for Appointment
The key reasons for making the Chairman and Chief Executive
appointment are:
-- Chairman's Role: The Chairman position is highly visible
within Hikma, acting as an ambassador with our business partners
and adviser to our divisions. It is essential the Chairman
intimately understands MENA culture and has strong relationships in
the region, can speak Arabic and has extensive pharmaceutical
knowledge.
-- Entrepreneurial Leadership: Hikma is an entrepreneurial
company and we believe that the combination of board and strategic
leadership is the best method of maintaining our growth success and
corporate nimbleness.
-- Business Partners: A significant number of the Company's key
political and commercial relationships across the MENA region are
built on the long-term trust and respect for the Darwazahs where
the role of the Chairman remains key.
-- Said Darwazah: The combining of the Chairman and CEO role is
only because the unique skill set, experience, style and position
of Said within Hikma. Said joined Hikma in 1981 and devoted his
career to the development of Hikma where he gained experience in
all the broad roles of Hikma, from sales representative to Chief
Executive. He served as Chairman and Chief Executive of the Hikma
Group holding company from 1994 to 2003 before Hikma's listing on
the London Stock Exchange. Said has an industrial engineering
degree from Purdue University and an MBA from INSEAD.
Governance Safeguards
The key governance safeguards in place to ensure appropriate
checks and balances are:
-- Enhanced SID Role: The Senior Independent Director will
continue to be the point of contact for investors and the role will
now include:
o Joint responsibility, with the Chairman and Chief Executive,
for setting the board agenda, agreeing actions points and the
minutes of the meeting.
o Responsibility for board composition, effectiveness and
evaluation.
o Independent access to executive management and vice versa.
o A dotted reporting line from the Company Secretary.
-- Independent Majority: The Board is committed to maintaining a
majority of independent non-executive directors at all times. The
Nomination Committee has a medium-term plan for the orderly
succession of non-executive directors, including the handover of
responsibilities of the Committee chairmen.
-- Governance Structure Review: The independent directors meet
at least bi-annually in a separate session chaired by the Senior
Independent Director to review and consider the governance
structure of the group.
-- Transparency and Engagement: Hikma has always had the highest
regard for external shareholders, many of our original business
partners from before listing still invest, lend and support the
Company today. We have won and been shortlisted for several
transparency and governance awards, particularly over the past
three years.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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