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 four principal Committees to support it in fulfilling its oversight responsibilities.

Audit Committee

In accordance with its Terms of Reference, 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 Committee can be found here: Audit Committee Terms of Reference.


Nomination & Governance Committee

The Committee is responsible for ensuring that the Board comprises individuals with the requisite skills, knowledge and experience to effectively discharge their responsibilities. It recommends to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees.

The terms of reference for the Nomination & Governance Committee can be found here: Nomination & Governance Committee Terms of Reference.

Science & Policy Committee

The Committee assists and advises the Board on the oversight of the Company’s research and development pipeline, programs and policies. The Committee evaluates emerging issues and trends in science and policy matters including the potential impact of wider government policy that may affect the Company’s overall business strategy.


The terms of reference for the Science & Policy Committee can be found here: Science & Policy 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.

Executive Committees

In addition to the principal Committees, the Group has four 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

Integrity & Compliance Committee

The Integrity & Compliance Committee comprises all members of the Executive Committee and is chaired by the Chief Integrity & Compliance Officer. The Integrity & 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.

Disclosure Committee

The Disclosure Committee comprises the Chief Financial Officer, the Chief Commercial & Strategy 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 the disclosure of information in accordance with the UK Market Abuse Regulation and the FCA’s Disclosure Guidance and Transparency Rules. The Disclosure Committee receives input and advice from relevant individuals and advisors as required. These include the Group’s brokers and external legal counsel.

ESG Committee

In addition to the above executive committees, given the increasing focus on Environmental, Social and Governance (“ESG”) matters, the Executive Committee determined to establish a formal ESG Committee. The ESG Committee’s Terms of Reference were formalized in January 2022 and the Committee’s first meeting was held shortly thereafter. 

The ESG Committee comprises all members of the Executive Committee and is chaired by the Chief Manufacturing & Supply Officer. The Chief Executive Officer has overall responsibility for ESG matters.