Governance Framework

The Board is responsible for ensuring there is a robust and transparent governance framework in place. There is a clear division of responsibilities between the Board and its Committees; each role is clearly defined and is distinct from the other. 

Board Committees

The Board has established five principal Committees to support it in fulfilling its oversight responsibilities.


Audit & Risk Committee

The Committee’s primary responsibility is to provide effective governance by overseeing the Group’s financial reporting processes including the Internal Audit Function and External Auditor, and to maintain oversight of the Group’s system of internal control and risk management activities.


The Terms of Reference for the Audit & Risk Committee can be found here: Audit & Risk Committee Terms of Reference.


Compliance, Ethics & Sustainability Committee

The Committee has responsibility for the oversight of the Group's Global Integrity and Compliance Program and approach to ethical, responsible and sustainable conduct.


The Terms of Reference for the Compliance, Ethics & Sustainability Committee can be found here: Compliance, Ethics & Sustainability Committee Terms of Reference.


Nomination Committee

The Committee has oversight of Board and Committee composition and succession planning and is responsible for ensuring that the Board comprises individuals with the requisite skills, knowledge and experience to effectively discharge their responsibilities.


The Terms of Reference for the Nomination Committee can be found here: Nomination Committee Terms of Reference.


Remuneration Committee

The Committee’s role is to assist the Board of Directors in fulfilling its oversight responsibility by ensuring that Remuneration Policy and practices reward fairly and responsibly; are linked to corporate and individual performance; and take account of the generally accepted principles of good governance.


The Terms of Reference for the Remuneration Committee can be found here: Remuneration Committee Terms of Reference.


Science Committee

The Committee assists and advises the Board on the oversight of the Company’s research and development strategy and pipeline development.


The Terms of Reference for the Science Committee can be found here: Science Committee Terms of Reference.



Executive Committees

In addition to the principal Committees, the Group has five executive Committees:


Executive Committee

The Executive Committee is chaired by the Chief Executive Officer. The Committee comprises key functional leaders from the business and its purpose is to assist the Chief Executive Officer in discharging his duties. The Executive Committee meets monthly. Biographical details of the members of the Executive Committee can be found here


Compliance Committee

The Compliance Committee comprises all members of the Executive Committee and is chaired by the Chief Compliance Officer. The Compliance Committee meets monthly and is responsible for overseeing compliance with applicable laws, rules and regulations related to Indivior’s business operations (excluding compliance with securities regulations and financial reporting requirements). These meetings are also attended by the independent Compliance Expert to the Board.

SEC Disclosure Committee  


The SEC Disclosure Committee comprises key functional leaders, including, but not limited to, representation from finance, investor relations and legal functions. The Committee meets as necessary and assists the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibility for oversight of the accuracy and timeliness of disclosures made by the Company to the U.S. Securities and Exchange Commission.


UK MAR Disclosure Committee

The UK MAR Disclosure Committee comprises the Chief Financial Officer, the Chief Commercial Officer, the Chief Legal Officer, the Chief Scientific Officer and the Company Secretary and is chaired by the Chief Financial Officer. The Committee meets as necessary and oversees disclosures in accordance with the UK Market Abuse Regulation and the FCA’s Disclosure Guidance and Transparency Rules.


Sustainability Committee

The Sustainability Committee comprises all members of the Executive Committee and is co-chaired by the Chief Impact and Strategy Officer and Chief Manufacturing & Supply Officer. The Committee meets quarterly and has overall responsibility for the development, implementation and monitoring of the Group's Environmental, Social and Governance ('ESG') strategy.