Directorate Change

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                                                        [phone]

Susan Ringdal, Investor Relations Director                                          [phone]

Financial Dynamics                                                                            [phone]

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.

 

END

 

 

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