GSK Annual Report 2010
GSK Annual Report 2010
GSK Annual Report 2010
GlaxoSmithKline
Annual Report 2010
Business review
2010 Performance overview 08
Research and development 10
Pipeline summary 12
Products, competition and intellectual property 14
Regulation 18
Manufacturing and supply 19 Business review
World market 20 This discusses our financial and non-financial activities,
GSK sales performance 21 resources, development and performance during 2010
Segment reviews 22 and outlines the factors, including the trends and the
Responsible business 29 principal risks and uncertainties, which are likely to
Financial review 2010 34 affect future development.
Financial position and resources 41
Financial review 2009 47 Governance and remuneration
Risk factors 53 This discusses our management structures and
governance procedures. It also sets out the
Governance and remuneration P58–P101
Governance and remuneration remuneration policies operated for our Directors and
Our Board 58 Corporate Executive Team members.
Our Corporate Executive Team 60
Governance and policy 64 Financial statements
Dialogue with shareholders 69 The financial statements provide a summary of the
Internal control framework 71 Group’s financial performance throughout 2010 and its
Committee reports 74 position as at 31st December 2010. The consolidated
Remuneration policy 84 financial statements are prepared in accordance with
Director terms and conditions 91 IFRS as adopted by the European Union and also IFRS as
Director and Senior Management remuneration 94 issued by the International Accounting Standards Board.
Directors’ interests 96
Directors’ interests in contracts 101 Shareholder information
This includes the full product development pipeline and
discusses shareholder return in the form of dividends
and share price movements.
Financial statements P102–P191
Financial statements
Directors’ statement of responsibilities 102
Independent Auditors’ report 103
Financial statements 104
Notes to the financial statements 109
Financial statements of GlaxoSmithKline plc
prepared under UK GAAP 188
Shareholder information P192–P212
Shareholder information
Quarterly trend 192
Five year record 200
Product development pipeline 203
Share price and dividends 207
Nature of trading market 208
Annual General Meeting 208 Underlying sales growth excludes pandemic products,
Investor relations and Registrar 208 Avandia and Valtrex. See page 21.
Taxation information for shareholders 210
Glossary of terms 211 CER% represents growth at constant exchange rates.
Index 212 Sterling % or £% represents growth at actual exchange
rates. See page 21.
The calculation of results before major restructuring
is described in Note 1 to the financial statements,
‘Presentation of the financial statements’.
GSK at a glance
10
10 new compounds and
14%
We are committed to
c.1bn
Units of Lucozade,
2
New Consumer Healthcare
vaccines starting phase III improving returns in R&D, Ribena and Horlicks Research and Innovation
clinical trials since the start aiming to increase our manufactured in centres opened in China
of 2010. estimated return the UK every year. and India.
on investment in
this area to 14%.
Vaccines Emerging markets
1.4bn
Doses of our vaccines
24%
Of total GSK turnover
supplied to 179 countries from emerging markets,
around the world in 2010. by the broader definition
(Pharmaceutical and
Consumer Healthcare
turnover in all markets
excluding USA, Western
Europe, Canada, Japan,
Australia and New Zealand).
GSK at a glance
A global company
6
2
5 4
3 6
2
3
2
96,500 5% 3
new vaccines entering phase III since the start of 2010. By the end
of 2012, we expect phase III data on around 15 assets, including confident that we can generate increased value for shareholders
potential new treatments for type 1 and 2 diabetes, several rare as well as deliver better outcomes to patients and consumers.
diseases and multiple cancer types.
We have made fundamental changes to how we allocate our
R&D expenditure, directing it to our late stage pipeline; reducing
cost and risk through externalising parts of early-stage discovery;
dismantling infrastructure; and terminating development in areas
with low financial and scientific return. Our target remains to
deliver a rate of return for GSK’s R&D of around 14%. We are
the only pharmaceutical company to have explicitly set such a Sir Christopher Gent Andrew Witty
challenging target. Chairman Chief Executive Officer
Our strategy
Outlook
Whilst our operating environment remains challenging, we have made significant progress
through restructuring and a rigorous returns-based approach to capital allocation. We expect
underlying sales momentum (sales excluding Valtrex, Avandia and pandemic related products)
to continue in 2011 and to translate into reported growth in 2012 at constant exchange rates,
despite further anticipated pricing reductions in the USA and Europe.
The US patent for compositions containing the combination of active substances in Seretide/
Shareholder information P192–P212
Advair expired during 2010, but various patents over the Diskus delivery device exist in the USA
for a number of years up to 2016. The outlook for the timing and impact of entry of ‘follow-on’
competition is uncertain. GSK has not been notified of any acceptance by the US FDA of an
application for a ‘follow-on’ product that refers to Seretide/Advair and contains the same active
ingredients (as would be expected to precede the introduction of such a product), and is not able
to predict when this may occur or when any such ‘follow-on’ product may enter the US market.
Other products may experience generic competition in advance of the stated patent expiry as a
result of settlement of patent proceedings. See Note 44, ‘Legal proceedings’, pages 178 to 185.
GSK has a peer-leading development pipeline, with over 20 assets not currently on the market
for any indication. By the end of 2012, we expect Phase III data on around 15 additional assets.
With improvements in our net debt position, we are increasing returns to shareholders. We
increased GSK’s dividend in 2010 and our priority is to deliver further growth in the dividend.
We also have commenced a new long-term share buy-back programme.
We remain confident that we can generate increased value for shareholders as well as deliver
better outcomes to patients and consumers.
We have focused the business We use a number of measures We made good progress during the year, with a number
around the delivery of three to track our progress against of notable successes:
strategic priorities. the strategic priorities over the
medium to long term. These
include the following:
Grow a diversified s Performance of core s Excluding pandemic products, Avandia and Valtrex,
pharmaceuticals and underlying pharmaceutical (including vaccines) sales*
global business vaccines businesses were £21.1 billion and grew 4% in the year.
Broadening and balancing our
s Diversification of sales s Sales from ‘white pills/western markets’† fell from 40% of
portfolio and moving away from
turnover in 2007 to 25% in 2010
a reliance on ‘white pills/western
markets’†. s Contribution of Emerging s Sales in our Emerging Markets pharmaceutical business
Markets to our overall grew by 22% to more than £3.6 billion and now represent
sales and growth 15% of pharmaceutical turnover.
s Build our leadership position s Dermatology sales grew on a pro-forma basis (excluding
in dermatology 2010 acquisitions) by approximately 6% to nearly
£1.1 billion, representing nearly 4% of Group turnover.
s Expansion of Japanese business s Sales in GSK Japan grew 14% to nearly £2.0 billion.
s We received approvals for four new compounds.
s Build biopharmaceutical portfolio s Arzerra recorded sales of £26 million on its first full year on
the US market and was launched in Europe. Benlysta filed
for approval in both the USA and Europe.
s Enhanced R&D productivity and s Our objective is to increase our estimated rate of return for
increased externalisation for R&D from around 11% to 14%.
Drug Discovery s During 2010 we signed eight new collaborations to
increase the external nature of our discovery, giving
54 external discovery engines to complement our 38
Discovery Performance Units.
Simplifying the s Delivery of major restructuring s We have achieved annual cost savings of £1.7 billion and
programme remain on track to reach £2.2 billion of annualised savings
operating model by 2012.
Simplifying our operating model
s Reduce working capital s Working capital reduced by £1.3 billion in 2010 (including
to ensure that it is fit for purpose
£600 million of cash from lower pandemic receivables).
and able to support our business
in the most cost efficient way.
2005 4,664
150
125
100
Shareholder information P192–P212
75
GSK R&D has built one of the strongest, broadest pipelines of investment covering multiple years. The plans also include areas
potential new medicines in the industry. We believe the pipeline of opportunity for collaborations with external organisations that
has the potential to deliver value to patients and payers and could enhance a DPU’s deliverables and return. These can include
improve rates of financial return on our R&D investment. collaborations with large and small companies and academia. Our
Appropriately progressing our pipeline products safely and internal R&D expertise gives us a strong basis in identifying and
efficiently to deliver innovative new medicines for patients is the forming these collaborations, which in drug discovery are typically
primary goal of our R&D function. in-licensing or option-based collaborations.
The development of new products typically is a long, expensive The Discovery Investment Board (DIB) reviews the business plans of
and uncertain process, and it is not possible to predict which each DPU. The DIB is responsible for revising the plans, identifying
compounds in development will succeed or fail. The risks inherent areas for improvement and monitoring DPU delivery against agreed
in the R&D process are described more fully in the ‘Risk factors’ targets and investment. Membership of the DIB comprises senior
section, under ‘Risk that R&D will not deliver commercially R&D and commercial management and external individuals with
successful new products’. relevant expertise including life science investment experience and
understanding of payer perspectives. It is chaired by the SVP of
GSK allocates its R&D investment with reference to the potential Medicines Discovery and Development.
returns available from its target therapeutic markets and the
technical and commercial risks associated with products in No individual DPU has annual expenditure of more than 10% of
the pipeline. Those factors are reviewed at each phase of the the total annual R&D expenditure.
development process and are central in the decision to proceed to Delivering these medicines to patients
the next stage. Costs incurred at each stage are carefully managed A compound that advances into late-stage development (typically
to maximise the likely future return consistent with the Group’s after Phase IIa) will undergo much larger scale studies in humans
overall objective of increasing its IRR from its R&D activities from to investigate its efficacy and safety further. At the same time, we
its current level, estimated in 2009 to be around 11%, to 14%. work at optimising both the compound’s physical properties and
The returns generated are, however, primarily determined by the its formulation so that it can be produced and delivered efficiently
eventual commercial impact of new products as they achieve and in sufficient quantities through the manufacturing process. We
regulatory approval and are launched. then convert the results of these activities into a regulatory file for
This projected rate of return includes products launched from submission to regulatory agencies.
1st January 2007 and compounds in phases IIb and III of the Medicines Development Teams (MDTs) are small units of six to ten
development process. The calculation is based on actual sales people who have responsibility for a compound through the later
from 2007 to 2009 and forecast sales for the relevant products stages of development to filing with the regulatory agencies. There
up to 2030, adjusted to reflect expected failure rates, which are are around 30 assets in late-stage development, comprising more
broadly in line with standard industry failure rates. The cost base than 50 individual projects.
used in this calculation comprises an estimate of attributable
R&D costs and actual and projected milestone payments where GSK also actively seeks out opportunities to add products to its
appropriate. Estimated profit margins, capital investment and late-stage portfolio through relationships with other companies.
working capital requirements are factored into the calculation, For late-stage assets, these typically take the form of in-licensing
based on our historical performance. or co-promotion arrangements and are most likely to be aligned to
existing areas of therapy expertise or investment.
Details of the full product development pipeline, made up of both
pharmaceutical and vaccine assets, are set out on pages 203 to 206 The Product Management Board (PMB), assesses the technical,
and on our website and the performance of marketed products is commercial and investment case for each project to progress in
discussed in detail under ‘Financial review 2010’ on pages 34 to 40. development. The PMB is co-chaired by the Chairman, R&D and the
President, North America Pharmaceuticals, and includes the heads
Discovering potential medicines of each pharmaceutical region and global manufacturing.
Our early stage R&D (drug discovery) seeks to identify the biological
targets involved with the development of diseases, and then to Projects are reviewed by the PMB at certain key decision points:
create small molecules or biopharmaceuticals that interact with ’Commit to Medicine Development’, ‘Commit to Phase III’ and ‘Commit
these disease targets. The wealth of scientific discoveries in recent to File and Launch’. Funding is generally allocated up to the next key
years has made it essential that we are highly selective in where we decision point, typically between two and four years ahead. The PMB
invest our drug discovery resources; focusing resources on those also carries out an annual late-stage funding review, where investment
areas most likely to deliver significant medical advances and returns in all projects is reviewed, adjusted if necessary and prioritised.
on investment. No individual late-stage project has incurred annual expenditure of
We conducted a re-evaluation of the advances and discoveries in more than 10% of the total annual R&D expenditure.
global biomedical science. This led us to exit areas of research we Governance
judged unlikely to provide sufficient scientific and therefore financial R&D decisions are overseen by a number of boards. The oversight
returns. We have also tried to create an entrepreneurial environment of strategic issues and overall budget management across R&D is
in drug discovery pursuing the best scientific opportunities whether owned by the R&D Executive team (RADEX). DIB and PMB control
internal or external. We created Discovery Performance Units (DPUs), investment decisions in early and late stage R&D as described above.
which are groups of between 5-70 scientists, with each group
focusing on one particular disease or pathway and responsible for The Scientific Advisory Board (SAB) is chaired by the SVP Medicines
driving discovery and development of potential new medicines Discovery and Development and includes a number of external
through to early stage clinical trials (up to the completion of Phase scientific experts. The SAB reviews and challenges the science
lla). There are now nearly 40 DPUs. underlying development programmes and provides advice on
related issues to the PMB at the key investment points.
GSK Annual Report 2010
11
GSK’s Chief Medical Officer, as Chair of the Global Safety Board, is The Biologicals Scientific Committee (BSC) defines the overall R&D
response to a specific antigen. The right combination of antigen information and reports, are available on our website.
and adjuvant system can help the body mobilise the most effective
immunological pathway, which is designed to provide maximum Research and development – Consumer Healthcare
protection against specific diseases in targeted populations. The continuous creation and development of innovative products
keeps our brands relevant, vibrant and valuable. Our portfolio
Once formulated, the candidate vaccine is evaluated from a safety
spans three major categories: OTC medicines, Oral healthcare
and efficacy perspective through the different phases of preclinical
and Nutritional healthcare. For our major brands, dedicated R&D
testing, then through the clinical trials involving healthy individuals.
teams, including regulatory, partner with and work alongside their
These will range from safety analysis in a small group of volunteers
commercial brand team colleagues in office-free hub environments
in phase I, dose adjustment and proof of concept in phase II, to
that foster collaboration and fast decision-making. Hubs have
large-scale safety and efficacy analysis in phase III. The results
quickly become a preferred way of working at our Innovation
obtained during clinical trials and data regarding the development
Centres in Weybridge, UK, and Parsippany, USA, and we have
of a quality and large-scale production process and facilities are then
expanded this model to China and India.
combined into a regulatory file which is submitted to the authorities
in the countries where the vaccine will be made available. We have a full and diverse product development pipeline. Our key
late stage projects include novel technologies, new combinations
and superior formulations.
Pipeline summary
We have a full and diverse product development Key:
Business review P08–P57
10 6 5
Our full pipeline is on
pages 203 to 206 and
on our website.
assets moved approvals in assets terminated
into Phase III USA or EU from Phase III
development
IPX066†, for Parkinson’s Tyverb/Tykerb, for Avandamet XR,
disease first line therapy for for type 2 diabetes
hormone receptor positive
1120212†, a MEK Avandia + statin,
breast cancer (USA/EU)
inhibitor, for metastatic for type 2 diabetes
melanoma Arzerra, for refractory
almorexant, for
chronic lymphocytic
2118436, a BRaf inhibitor, primary insomnia
leukaemia (EU)
for metastatic melanoma
New generation flu
Revolade/Promacta,
573719 + vilanterol†, vaccine, for influenza
for idiopathic
a combination drug prophylaxis
thrombocytopaenic
for COPD
purpura (EU) Simplirix, for genital
1605786†, for herpes prophylaxis
Duodart/Jalyn, a fixed
Crohn’s disease
dose combination drug
Zoster vaccine, for the for benign prostatic
prevention of shingles hyperplasia (USA/EU)
2402968†, for Duchenne Votrient, for renal
muscular dystrophy cell cancer (EU)
migalastat HCI†, for Prolia, for post-
Fabry disease menopausal osteoporosis
(EU)
1349572†, an integrase
inhibitor, for HIV and as
a fixed dose combination
with Epzicom/Kivexa
2696273†, for adenosine
deaminase severe
combined immune
deficiency
†
In-licence or other alliance relationship with a third party
Pipeline summary
Our principal pharmaceutical products are currently directed to nine Intellectual property is a key business asset for our company,
main therapeutic areas. A description of the products is on pages and the effective legal protection of our intellectual property
15 to 16 and an analysis of sales by therapeutic area, is on page 35. (via patents, trademarks, registered designs, copyrights and
domain name registrations) is critical in ensuring a reasonable
Competition return on investment in R&D.
Our principal pharmaceutical competitors range from small to large
pharmaceutical companies often with substantial resources. Some Trademarks
of these companies are: All of GSK’s commercial products are protected by registered
trademarks in major markets. There may be local variations,
s !BBOTT ,ABORATORIES
for example, in the USA the trademark Advair covers the same
s !MGEN product sold in the EU as Seretide. Trademark protection may
s !STRA:ENECA generally be extended as long as the trademark is used by
s "RISTOL
-YERS 3QUIBB renewing it when necessary. GSK’s trademarks are important for
maintaining the brand identity of its products. GSK enforces its
s %LI ,ILLY
trademark rights to prevent infringements.
s *OHNSON *OHNSON
s -ERCK Patents
s .OVARTIS It is our policy to try to obtain patents on commercially important,
protectable inventions discovered or developed through our R&D
s 0lZER
activities. Patent protection for new active ingredients is available
s 2OCHE (OLDINGS in major markets and patents can also be obtained for new drug
s 3ANOl
!VENTIS formulations, manufacturing processes, medical uses and devices
for administering products. Although we may obtain patents for
Pharmaceuticals may be subject to competition from other products
our products, this does not prevent them from being challenged
during the period of patent protection and, once off patent, from
before they expire. Further, the grant of a patent does not mean
generic versions. The manufacturers of generic products typically
that the issued patent will necessarily be held valid and enforceable
do not incur significant research and development or education
by a court. If a court determines that a patent we hold is invalid,
and marketing development costs and consequently are able to
non infringed or unenforceable, it will not protect the market
offer their products at considerably lower prices than the branded
from third party entry prior to patent expiry. Significant litigation
competitors. As a research and development based company we
concerning such challenges is summarised in Note 44 to the
will normally seek to achieve a sufficiently high profit margin and
financial statements, ‘Legal proceedings’.
sales volume during the period of patent protection to repay the
original investment, which is generally substantial, and to generate The life of a patent in most countries is 20 years from the filing
profits and fund research for the future. Competition from generic date. However the long development time for pharmaceutical
products generally occurs as patents in major markets expire. products may result in a substantial amount of this patent life being
Increasingly patent challenges are made prior to patent expiry, used up before launch. In some markets (including the USA and
claiming that the innovator patent is not valid and/or that it is Europe) it is possible to have some of this lost time restored and this
not infringed by the generic product. Following the loss of patent leads to variations in the amount of patent life actually available for
protection, generic products rapidly capture a large share of the each product we market. Further, certain countries provide a period
market, particularly in the USA. of data or market exclusivity that prevents a third party company
from relying on our clinical trial data to enter the market with its
We believe that remaining competitive is dependent upon the
copy for the period of exclusivity.
discovery and development of new products that deliver value to
healthcare providers and improved outcomes for patients, together The patent expiry dates for our significant products are in the
with effective marketing of existing products. following table. Dates provided are for expiry of patents in the
USA and major European markets on the active ingredient,
Within the pharmaceutical industry, the introduction of new
unless otherwise indicated, and include extensions of patent
products and processes by our competitors may affect pricing or
term, including for paediatric use in the USA, where available.
result in changing patterns of product use. There is no assurance
The patents on vaccines relate to vaccine compositions.
that products will not become outmoded, notwithstanding patent
or trademark protection. In addition, increased government
and other pressures for physicians and patients to use generic
pharmaceuticals, rather than brand-name medicines, may increase
competition for products.
Pharmaceutical products
Respiratory
Veramyst fluticasone furoate rhinitis Nasacort 2021 2023
Flixotide/Flovent fluticasone propionate asthma/COPD Qvar, Singulair expired expired
(compound) (compound)
2011-2016 expired
(Diskus device) (Diskus device)
2013-2025 2012-2017
(HFA-device/ (HFA-device/
formulation) formulation)
Seretide/Advair* salmeterol xinafoat/ asthma/COPD Singulair, Symbicort, expired 20131
fluticasone propionate Spiriva, Asmanex, Pulmicort, (combination) (combination)
Foster 2011-2016 expired
and use)
Wellbutrin SR bupropion depression Effexor, Cymbalta, expired expired
Lexapro
* See Outlook on page 7 for details of uncertainty on the timing of follow-on competition.
† Generic competition possible in 2011.
GSK Annual Report 2010
16
Pharmaceutical products
Business review P08–P57
Anti-bacterials
Augmentin amoxicillin/clavulanate common bacterial generic products expired expired
potassium infections
Oncology
Arzerra ofatumumab refractory chronic MabThera/Rituxan pending pending
lymphocytic leukaemia
Hycamtin topotecan ovarian cancer, small cell Doxil, Gemzar expired 2011
lung cancer, cervical cancer
Promacta/ eltrombopag idiopathic thrombocytopenic Nplate 2021 2021
Revolade purpura
Tykerb/Tyverb lapatanib advanced and metastatic Herceptin 2020 2023
breast cancer in HER2
positive patients
Votrient pazopanib metastatic renal cell carcinoma Sutent, Nexavar, Afinitor 2021 2021
Vaccines
Boostrix diphtheria, tetanus, acellular booster vaccination Adacel 2017 2017
pertussis
Infanrix/Pediarix diphtheria, tetanus, pertussis, diphtheria, tetanus, pertussis, Pentacel, Pediacel, 2017 2014
polio, hepatitis B (HepB), polio, hepatitis B (HepB), Pentaxim, Pentavac
inactivated antigens
Cervarix HPV 16 & 18 virus like particles human papilloma virus Gardasil (Silgard) 2020 2020
(VLPs), AS04 adjuvant (MPL + type 16 & 18
aluminium hydroxide)
Fluarix split inactivated influenza virus seasonal influenza Vaxigrip, Mutagrip, Fluzone, 2022 2022
subtypes A and type B antigens Influvac, Aggripal, Fluad
FluLaval split inactivated influenza virus seasonal influenza Vaxigrip, Mutagrip, Fluzone, none none
subtypes A and type B antigens Influvac, Aggripal, Fluad
Pandemrix derived split inactivated A(H1N1)v2009 influenza Focetria, Celvapan, emerflu 2014 2014
influenza virus antigen, prophylaxis
A503 adjuvant
Prepandrix derived split inactivated influenza prophylaxis Aflunov 2014 2014
influenza virus antigen,
A503 adjuvant
Synflorix conjugated pneumococcal invasive pneumococcal Prevenar (Prevnar) NA 2021
polysaccharide disease
HIV
Combivir lamivudine and zidovudine HIV/AIDS Truvada, Atripla 20121 2013
(combination) (combination)
Epivir lamivudine HIV/AIDS Truvada, Atripla expired expired
Epzicom/Kivexa lamivudine and abacavir HIV/AIDS Truvada, Atripla 2016 2016
(combination) (combination)
Lexiva fosamprenavir HIV/AIDS Prezista, Kaletra, Reyataz 2017 2019
Selzentry maraviroc HIV/AIDS Isentress, Intelence, Prezista 2021 2021
Trizivir lamivudine, zidovudine HIV/AIDS Truvada, Atripla 2016 2016
and abacavir (combination) (combination)
Oral healthcare
Aquafresh toothpastes, toothbrushes, prevention of caries, gum global Colgate-Palmolive’s Colgate,
mouthwashes disease and bad breath Procter & Gamble’s Crest
Sensodyne toothpastes, toothbrushes prevention of dental global Colgate-Palmolive sensitivity
sensitivity toothpastes
Biotene mouthwash, gel treat dry mouth many markets none
Polident denture adhesive, to improve comfort of global Fixodent
Poligrip denture cleanser fitted dentures and to
Corega clean dentures
OTC medicines
Panadol tablets, capulets, infant drops paracetamol-based treatment global, except USA Nurofen
Nutritional healthcare
Lucozade energy and sports drinks energy and hydration UK, Ireland, some various sports drinks
other markets
Horlicks malted, milk-based drinks nutrition UK, Ireland, India Ovaltine, Milo
and foods
Ribena blackcurrant juice-based vitamin C-delivering UK, Ireland, some Robinsons
drink health drink other markets
Regulation
Regulation – Pharmaceuticals Regulation – Consumer Healthcare
Business review P08–P57
Region and country-specific laws and regulations are major The consumer healthcare industry is subject to national regulation
factors in determining whether a product may be successfully comparable to that for prescription medicines for the testing,
developed and approved. They define the information needed to approval, manufacturing, labelling and marketing of products.
evaluate the safety and efficacy of pharmaceutical products, as High standards of technical appraisal frequently involve a lengthy
well as governing their testing, approval, manufacturing, labelling approval process before a new product may be launched.
and marketing. There is an increasing level of co-operation and
GSK Consumer Healthcare continues to gain centralised regulatory
exchange of information among the major regulatory authorities
approvals for over-the-counter products. Since the 2009 history-
encompassing development plans, data to support product
making first for the OTC industry when the European Medicines
registration, post-marketing safety information and inspections.
Agency granted centralised approval of the weight loss medicine
Although the evaluation of benefit and risk continue to be alli which has now been granted approval in more than 50
paramount considerations for the approval of a new drug in countries; a line extension chewable product has also been granted
the USA, there is enhanced focus by the FDA on the safety of centralised approval. Additionally, GSK Consumer Healthcare has
medicines from approval through the post-marketing phase of embraced the principle of centralised applications and has achieved
the product. In 2010 the FDA announced four strategic priorities GSK’s first pan-Gulf Cooperation Council approvals for alli and
for the next five years: advance regulatory science and innovation, Niquitin in 2010, permitting launch across all seven markets of the
strengthen the safety and integrity of the global supply chain, Gulf region.
strengthen compliance and enforcement activities to support
public health; and address the unmet public health needs of Value for money
special populations. We will be engaged in these key areas Payers around the world are concerned about the cost of
of interest. healthcare and the pricing of medicines. The requirement to
In Europe, new regulations aimed at strengthening the safety satisfy healthcare purchasers on value for money is becoming
monitoring of medicines have now been agreed by EU legislators an additional hurdle for product acceptance over and above the
and will be implemented from 2011. Discussions continue on draft regulatory tests of safety, efficacy and quality.
legislation on improving citizens’ access to reliable information on
medicines, and on strengthening EU laws to protect citizens from
Price controls
the threats posed by fake medicines. The European Medicines In many countries the prices of pharmaceutical products are
Agency (EMA) and the Heads of National Medicines Agencies controlled by law. Governments may also influence prices through
(HMA) both published five-year strategic plans during 2010; these their control of national healthcare organisations, which may bear
were aimed mainly at strengthening the operation of the existing a large part of the cost of supplying medicines to consumers.
EU regulatory network. The EU Commission published a report on Recent government healthcare reforms in countries such as France,
the operation of the EMA in preparation for a potential legislative Spain and Germany may restrict pricing and reimbursement.
proposal for changes to the regulatory framework by 2014, and
also continued with its review of the regulation of Clinical Trials in Currently in the USA, there are no government price controls over
Europe – this review is expected to conclude in 2012. private sector purchases, but federal law requires pharmaceutical
manufacturers to pay prescribed rebates on certain drugs to
The regulatory environment in Emerging Markets and Asia-Pacific be eligible for reimbursement under several state and federal
continues to evolve, with a number of countries continuing to healthcare programmes. In 2010, the US President and Congress
develop their regulatory review systems. We actively participate passed the Affordable Care Act (ACA) to reform the US healthcare
in a number of specific regional and national regulatory system to drive down cost, improve quality and increase access
initiatives, which provide opportunities for meaningful scientific to millions of Americans without health insurance. These reforms
and regulatory dialogue between industry, agencies and other have the potential to create positive changes in the US healthcare
stakeholders. We continue to include broader sets of patient system and expand access to our products. However, the ACA
populations from a number of these countries in medicine also increased prescribed rebates under government-run
development programmes in order to increase global patient access programmes and changed the balance between private and
to new innovative medicines, and optimise regulatory approvals. public sector purchases.
Despite passage of the ACA, the pressure to control healthcare
costs will continue into 2011 and beyond. Issues such as cross-
border trade, the acceleration of generics to market, comparative
effectiveness research, and pharmaceutical pricing will continue to
be part of the ongoing healthare debate in the USA. Fortunately,
we are positioned to be a constructive contributor to these debates
since there has been increased recognition that chronic disease
is the primary driver of healthcare spending and pharmaceutical
products deliver important interventions that help hold down
healthcare costs.
Value % of
continued to impact the world’s economies during 2010. Although top six therapeutic classes £bn total
many countries and industry sectors saw some improvement over
2009, significant growth remained elusive and the recovery was Central nervous system 76 16
fragile at best. Cardiovascular 69 15
Antineoplastic/Immunomodulatory 63 13
Following its 22% rise in 2009, the FTSE 100 Index achieved more
Alimentary tract and metabolic 57 12
modest gains in 2010, at 9%. In the USA, the Dow Jones Industrial
Anti-infectives (bacterial,
Average rose by 11%. Stock exchanges across Europe recorded
viral and fungal) excluding vaccines 49 10
mixed performances, with the 16% rise in Germany contrasting
Respiratory 33 7
with losses of 17% and 13% in Spain and Italy respectively.
In Asia, the Chinese stock market posted an annual decline of (Note: data based on 12 months to 30th September 2010)
almost 15% and the Nikkei in Japan one of 3%.
The debt crisis in Greece spread to other economies such as Data for market share and market growth rates are GSK estimates
Spain, Portugal, Italy, Ireland and Romania. As we moved towards based on the most recent data from independent external sources
the end of the year, many governments introduced austerity including IMS Health, and where appropriate, are valued in Sterling
measures to complement the fiscal stimulus initiatives of 2009. at relevant exchange rates.
These cuts, which in some cases were both severe and rapid,
were implemented across education, healthcare and other public
services. Each government took a different approach to healthcare
with specific pricing cuts being applied to selected medicines and
vaccines. These measures affected the pharmaceutical industry
to varying degrees depending on each company’s exposure
to the areas impacted. At the same time, 2010 also saw the
implementation of healthcare reform in the USA with associated
discounts and price cuts for the pharmaceutical industry.
Global pharmaceutical sales in 2010 were £476 billion, compared
with £468 billion in 2009.
USA 194 41
Europe 129 27
Rest of World 153 32
Emerging markets 67 14
Asia Pacific 20 4
Japan 52 11
Canada 13 3
Total 476 100
Commentary on GSK’s segmental sales performance uses the performance measures set out below.
Underlying sales growth
Underlying sales growth excludes the sales of pandemic products, Avandia and Valtrex. Management believes this measure assists
shareholders in gaining a clearer understanding of the Group’s sales performance and prospects because of the size and nature of the
loss of sales from these products. A reconciliation to Group and pharmaceutical turnover is as follows:
All commentaries in this Report are presented in terms of CER unless otherwise stated.
2010 (restated) Growth model to improve levels of openness and transparency. For example
£m £m CER%
in 2008, we voluntarily stopped all corporate political contributions,
Turnover 7,648 8,578 (11) and in 2009, we became the first company to report voluntarily
Operating profit 5,043 5,933 (16) payments to healthcare professionals in the USA on a named,
individual basis for speaking and consulting services.
We are emerging from a period of significant patent expirations, In 2011 the US business is implementing a new system for
and are making good progress to transform our US business model evaluating and compensating our professional sales representatives.
and operations to meet current and future challenges. Under the new programme, bonuses to sales representatives
who work directly with customers will no longer be based on
Sales in the USA were down 11% to £7.6 billion, primarily due
achievement of individual sales targets. Instead, they will be
to the impact of generic competition to Valtrex, a significant
assessed on scientific and business knowledge, feedback from
reduction in sales of pandemic related products and lower sales of
customers in their region, including demonstration of the company’s
Avandia. Underlying sales (excluding pandemic related products,
values, and overall performance of the business unit they support.
Avandia and Valtrex) were up 3% in the USA during the year
This programme will be fully implemented in July 2011.
despite the discontinuation of GSK’s promotion of Boniva, the
sale of Wellbutrin XL and the impact of US healthcare reform Consistent with our values of integrity and transparency, we have
across the product range. Underlying growth was driven by strong also sharpened the focus of our support for continuing medical
performances from a number of our promoted medicines, including education (CME). For example, we implemented a system where
Flovent (up 8%), Ventolin (up 16%), Boostrix (up 51%), Avodart we limit grant applications to approximately 20 academic medical
(up 5%), Lovaza (up 17%) and our oncology products (up 13%). centres and national-level professional medical associations. All
New products launched since 2007 (excluding flu pandemic CME providers that we support must be directly accredited by
vaccines) grew 29% and contributed 8% of 2010 sales. a recognised accrediting body, and we now only fund CME by
not-for-profit providers.
The reduced turnover was partially offset by lower SG&A costs
reflecting savings from the restructuring programme and a receipt Although the US healthcare and business environment is
for the exclusive promotion rights to Boniva for 2010. Operating challenging, it also presents opportunities for companies that can
profit declined by 16%. deliver truly innovative medicines to the market. Since 2007, we
have launched more than 20 new products in the US market.
In the USA, the healthcare market is changing radically and rapidly.
In 2011, we look forward to a regulatory decision on Benlysta,
A significant proportion of healthcare costs continue to be paid by
which if approved will be the first new treatment for Lupus in the
federal and local governments. Large pharmacy benefit managers
last 50 years. Overall we believe the improvements we are making
and health plans dominate the private market. Physicians are
to our cost structure and how we operate are enabling us to
consolidating their practices into medical centers, group practices
compete more effectively in the evolving marketplace.
and integrated delivery networks. Hospitals are consolidating
too, with 500 fewer now than there were just three years ago. Our Research Triangle Park campus in North Carolina, USA,
Payers are demanding higher quality care with lower costs and are is a home to a number of business functions.
increasingly linking reimbursement with improved health outcomes.
Implementation of landmark healthcare reform legislation in the
USA also began during the year. As a result, in January 2010,
Medicaid drug rebates increased from 15% to 23% and were
extended to include Medicaid managed care plans and new
formulations of existing products. Also in January, eligibility for
certain government drug pricing programs was expanded to
include additional hospitals and health centers.
In response to these evolving market conditions, we are making
fundamental changes to our US operations to ensure that we
deliver the value our customers – patients, healthcare providers
and payers – demand. These changes are enabling us to more
effectively meet customer needs and expectations, better deploy
our resources and support an evolving, more specialised product
portfolio. For example, the majority of our US pharmaceuticals sales
representatives now have either customer-centred or portfolio-
focused responsibilities, rather than product specific responsibilities.
These changes have enabled us to increase the productivity of
our sales force while reducing its size by approximately 25% since
2008. Most importantly, our new customer-centric model aligns
with our customers’ desire to work with us as a business-to-
business partner.
2010 (restated) Growth an early stage, however the results of some of our initiatives so far
£m £m CER%
are promising. For example, we significantly reduced prices of some
Turnover 3,556 2,895 22 of GSK’s newest and most innovative products, including Avodart,
Operating profit 1,271 948 31 Avamys and Cervarix, with the aim of increasing affordability and
volumes sold in middle income countries.
Our Emerging Markets pharmaceutical business continues to For the least developed countries (LDCs), last year we established a
perform very strongly with sales up 22% to £3.6 billion in 2010. new Developing Countries and Market Access business unit.
Underlying growth in these markets (excluding pandemic related This new unit has a dedicated focus on expanding access to our
products, Avandia and Valtrex) was 20%. This is the second medicines and vaccines to more of the 700 million people who
consecutive year following the introduction of GSK’s strategic live in the world’s poorest countries. It has the added benefit of
initiatives that the Emerging Markets business has outgrown helping us build sustainable GSK businesses in those parts of the
pharmaceutical market growth in this region, estimated at 15%. developing world where we currently have little or no presence.
It is responsible for implementing our pricing policy where we are
We delivered particularly strong performances in Latin America
capping the prices of our patented medicines in LDCs to 25% of
which grew 44% and in China and the CIS, which grew 21%
the Western price, and reinvesting 20% of our profits from
and 20% respectively. In addition, we produced growth across
medicines sold in these countries back into the same countries’
all three sectors of the Emerging Markets business – Innovative
healthcare infrastructure.
brands (new patent protected products), Classic brands
(non-patent protected) and Vaccines. During the year, we were also pleased to announce the signing
of the Advance Market Commitment (AMC) for pneumococcal
Our Innovative brands business showed consistent performance
vaccines with the Global Alliance for Vaccines and Immunisation
in 2010, with sales growth of 16% to approximately £1.1 billion.
(GAVI), providing 300 million doses of Synflorix over
Sales of respiratory medicine, Seretide, were over £300 million,
10 years at a reduced price, to protect children in the poorest
and grew 16%, with particularly strong performances in key
countries across the world against invasive pneumococcal disease.
markets including China.
Our Classic brands business also continues to go from strength
to strength with sales growth of 18% to £1.6 billion, including
continued double-digit growth of Augmentin after 30 years on
the market. Vaccine sales were up 38% to £927 million, with
pandemic flu products and pneumococcal vaccine Synflorix
performing particularly well. Excluding pandemic flu vaccines,
sales grew 14%.
Turnover by main business sector
1 Vaccines (26%)
1 3
1
Shareholder information P192–P212
0
Approvals Pending Potential
in 20101 approval filings
20122
1
Includes 4 New Chemical Entities
2
Includes New Chemical Entities, line extensions, new promotions or
re-formulations
£3,964 million (2009 – £3,951 million) representing 14.0% of total We have been making fundamental changes to how we allocate
turnover (2009 – 13.9%). The company expects R&D costs before our pharmaceutical R&D investment: terminating development
major restructuring as a percentage of turnover to remain around in areas with low scientific and financial return; dismantling
14% in 2011. infrastructure; reducing cost and risk through externalising parts
We are delivering sustained asset progression with 10 new of early-stage discovery and directing investment to our late stage
chemical entities and new vaccines entering Phase III since the start pipeline. Progress in 2010 included:
of 2010. Seven assets are filed with regulators. Five projects have s )N EARLY WE ANNOUNCED OUR INTENTION TO CEASE
been terminated from Phase III development, as listed on page 12, discovery research into certain areas of neurology, such as
because of adverse trial results or feedback from regulators. By pain and depression, and instead concentrate activities in
the end of 2012, we expect Phase III data on around 15 additional neurodegenerative and neuroinflammatory diseases where
assets, including treatments for type 1 and type 2 diabetes, rare we feel the prospects for successful registration and launch of
diseases and multiple cancer types. differentiated medicines are greater. This change led us to exit
Our pharmaceuticals R&D segment comprises R&D activities for the five R&D centres. In two of the largest of these – Verona, Italy
pharmaceuticals business, excluding vaccines, Consumer Healthcare and Zagreb, Croatia – the operations were transferred to
and other local and central costs. The table below analyses the external groups thereby preserving the majority of jobs.
Group R&D expenditure by these categories. s 7E HAVE SUCCESSFULLY OUT
LICENSED AND SPUN OFF SOME OF THE
early stage neurology assets in the UK through deals with
2010 2009 2008
£m £m £m Convergence Pharmaceuticals and Proximagen Group.
Pharmaceuticals - direct project costs 1,432 1,489 1,209 s 4HROUGH THESE CHANGES AND OTHER ACTIONS WE HAVE ACHIEVED A
(excl. vaccines) - indirect costs 959 1,056 844 reduction in our footprint of 29% since 2006.
- unallocated costs 563 474 490
s 7E CONTINUE TO INCREASE THE EXTERNAL NATURE OF OUR DISCOVERY
Pharmaceuticals R&D 2,954 3,019 2,543 activities. During 2010 we signed eight new collaborations to
In-market pharmaceutical access novel discovery, giving us a total of 54 external discovery
development 147 81 40 engines to complement our 38 DPUs.
Vaccines 533 524 369 s 7E HAVE STREAMLINED THE RESOURCING OF OUR CLINICAL TRIALS CONTRACT
Corporate and other costs 172 177 304 research organisations, reducing this from over 100 to just two
3,806 3,801 3,256 suppliers. While this provides savings in terms of economies of
Consumer Healthcare 158 150 114 scale, it will also ensure consistency and rigour in clinical trials
around the globe.
R&D before major restructuring 3,964 3,951 3,370
Major restructuring 493 155 170 s 7E COMBINED OUR -OLECULAR $ISCOVERY 2ESEARCH -$2 AND
Preclinical Development (PCD) in 2010 to create an end-to-end
Total R&D 4,457 4,106 3,540 scientific and technical platform supporting the discovery and
development efforts. The remit of this group remains to create
The proportion of pharmaceuticals R&D investment made in the
the materials and knowledge that enable our R&D to take ideas,
late-stage portfolio continues to grow from 56% of the direct and
generate hypotheses and test them in preclinical and clinical
indirect costs in 2006 to 61% in 2010.
settings and ultimately launch new medicines.
Sales of new pharmaceutical products launched since 2007
Other developments in pharmaceutical R&D
(excluding pandemic flu vaccines) grew by 36% to £1,727 million
in 2010 and represented 7% of total pharmaceutical sales. GSK Rare Diseases was created in 2010 to enable us to focus
on this specialised area of drug discovery and development.
2010 2009 Growth Opportunities in new treatments for rare diseases are growing
£m £m CER% as increased scientific (including genetic) understanding allows
Veramyst 193 142 33 researchers to identify which rare diseases are most likely to
Cervarix 242 187 26 respond to therapeutic intervention. We signed two significant new
Coreg CR 157 161 (3) rare disease alliances this year: with Amicus, for the treatment of
Lamictal XR 68 18 >100 Fabry disease, and Fondazione Telethon to research and develop
novel stem-cell derived treatments to address rare genetic disorders,
Requip XL 148 123 22
using gene therapy carried out on a patient’s own stem cells.
Rotarix 235 282 (18)
These new agreements demonstrate our approach to seeking out
Synflorix 221 73 >100
innovative medicines that add value for both patients and payers.
Treximet 56 55 2
Tykerb 227 169 34 This year, we also made progress on our commitment to encourage
Others 180 52 >100 new research into neglected tropical diseases. Our research centre
in Tres Cantos, Spain, released the results of our year-long screening
1,727 1,262 36
of more than two million compounds in GSK’s chemical library to
seek out those that could inhibit the malaria parasite, P. falciparum.
Investment and pipeline progress in 2010
We have made all of this data publically available online. More than
Globally, over 13,000 people work in R&D, with many of these 80% of the 13,500 molecule structures released are proprietary to
based in our major R&D centres in the UK, USA, Belgium and China. GSK, and therefore the information released is entirely new to the
Over 11,000 people work in pharmaceuticals R&D. In the course of research community.
2010 we managed over 150 projects with trials in humans.
Responsible business
Access to medicines are addressing CR issues, in ways that aim to meet the needs of
We will continue to research and develop medicines to treat different groups while allowing us to pursue legitimate business
diseases of the developing world. We will find sustainable goals. Read more in our CR Report.
ways to improve access to medicines for disadvantaged people,
Community investment
and will seek partnerships to support this activity. Read more
We will make a positive contribution to the communities in which
on page 30.
we operate, and will invest in health and education programmes
Standards of ethical conduct and partnerships that aim to bring sustainable improvements to
We expect employees to meet high ethical standards in all aspects under-served people in the developed and developing world. Read
of our business, by conducting our activities with honesty and more on page 30.
integrity, adhering to our corporate responsibility principles, and
complying with applicable laws and regulations. Read more
on page 33.
Responsible business
Access to healthcare in the developing world We invest in community partnership programmes that seek to
There are no easy solutions to the challenge of providing improve access to medicines and healthcare to improve the lives of
sustainable access to healthcare in developing countries. Poverty people across the world. We aim to make a real difference to these
is the single biggest barrier. In many countries people do not have communities by working with our partners to find innovative solutions
enough food, access to a clean water supply, hospitals or clinics to healthcare challenges. We believe that business has an important
in which to receive treatment and healthcare professionals to care role to play in society and we strive to leverage our resources in a
for them. way that delivers shared value to our communities and business. We
partner with and support organisations whose goals and objectives
We are committed to playing a full part in addressing the reflect our mission of improving the quality of human life.
healthcare challenges of the developing world by taking an
innovative, responsible and, above all, sustainable approach. GSK Our global community investment in 2010 was £222 million.
is making a vital contribution to developing country healthcare This compares with £163 million in 2009 on a like-for-like basis.
through action in a number of areas including: preferential pricing This increase is due to expansion of our US patient assistance
of our anti-retrovirals; tiered pricing of our vaccines and medicines; programme, scale up of our donation of albendazole for the
investing in R&D that targets diseases particularly affecting the lymphatic filariasis (LF) programme, a donation of H1N1 vaccine
developing world (see page 11); being flexible with our IP; pursuing to the World Health Organization, plus increased grants for HIV
an open innovation strategy; community investment activities and and AIDS and the 20% reinvestment initiative for LDCs. Our
partnerships that foster effective healthcare and capacity building 2010 giving comprised product donations of £147 million, cash
(see page 31); and seeking innovative partnerships and solutions. giving of £53 million, in-kind donations of £4 million plus costs
We cover our contribution to improving access to medicines of £18 million to manage and deliver community programmes in
extensively in our Corporate Responsibility Report. almost 100 countries. The product donations include £100 million
for GSK’s patient assistance programmes, £17 million worth of
We were a clear leader in both Access to Medicines (ATM) albendazole for the LF programme and £9 million for humanitarian
Indexes published by the ATM Foundation in 2008 and 2010. product donations. Since 2008 our product donations have been
We will continue to build on our product, pricing and partnership valued at cost (average cost of goods) rather than wholesale price
commitments to help improve healthcare in the developing (WAC) as this is a more accurate reflection of the cost to GSK.
world. In 2010 we further expanded our commitments to the UN We believe we are the first pharmaceutical company to adopt this
defined list of Least Developed Countries (LDCs) by establishing practice. For comparative purposes the total value of donations in
a Developing Countries and Market Access operating unit with a 2010 using WAC for products would be £564 million compared
focus on the LDCs to broaden patient access to GSK medicines with £467 million in 2009.
and to help build our presence in other developing countries.
We do not operate a single charitable foundation for our
While much has been achieved, a significant increase in resources community investment programmes, but have a number of
from the global community is still needed to support R&D and to country-based foundations and their 2010 grants are included
provide access to the resultant medicines and vaccines. Sustainable in the investment total.
progress will only be made if the significant barriers that stand
in the way of better access to healthcare are tackled as a shared Our cash giving was targeted primarily at health and education
responsibility by all sectors of global society – governments, initiatives as follows:
international agencies, charities, academic institutions, the
5
pharmaceutical industry and others.
1 Health (52%)
Access to medicines in the developed world 2 Education (16%)
Programmes in the USA 3 Arts and Culture (3%) 1
4
We are working to provide access to medicines for people 4 Environment (3%)
3
with limited financial resources and without prescription
5 Other (26%)
medicine insurance.
2
For uninsured Americans who do not qualify for Medicare or
Medicaid, GSK and ten other pharmaceutical companies created
Global health programmes
Together Rx Access, a programme for qualified individuals
offering reductions in the pharmacy cost on more than 300 In developing countries millions of people continue to suffer and
medicines. In addition, GSK offers several patient assistance die from preventable or treatable diseases. Our global health
programmes to help low-income or uninsured Americans have programmes are designed to improve health and quality of life
access to GSK’s oncology and specialty products, vaccines and for people in these communities through provision of medicines,
prescription drugs. GSK’s patient assistance programmes provided education and advocacy, and investment in disease prevention
products to over 452,000 patients during 2010. and healthcare infrastructure. Our global programmes are
long-term commitments and designed to be scaleable, replicable
Programmes in other countries and sustainable.
We have also introduced Orange Cards providing discounts on
certain GSK prescription medicines for eligible patients in a number By working in partnership, with NGOs and leading health
of other countries. The nature of the discounts varies between organisations, we believe it is possible to achieve significant and
countries and the ways in which the healthcare systems operate. long-lasting improvements in healthcare. This section highlights
our major health programmes.
Responsible business
significant volumes of antibiotics as well as respiratory and good cause. In 2010 this continued with employees supporting a
diabetes treatments. Our consumer division provided a range wide range of charities and projects including work in local schools,
of products, including toothpastes, antacids, pain relievers and shelters for the homeless, community gardens, nursing homes and
vitamins. During the cholera outbreak we responded to a further aiding communities affected by natural disasters.
specific request for antibiotics and donated £250,000 to the The GSK PULSE Volunteer Partnership launched in 2009 enables
British Red Cross to support the deployment of a mass sanitation GSK employees to make a difference to communities and patients
unit serving more than 50,000 people living in temporary relief in need around the world. Volunteers work full-time with one of
camps. Following the earthquake in Chile, in response to an our partner non-profit or non-governmental organisations (NGOs).
urgent request we supplied 95,000 doses of Hepatitis A vaccine, Through this experience, volunteers address a clear NGO need,
antibiotics and more than 6,000 dental hygiene kits. while developing their own leadership capabilities. During 2009
In Pakistan we provided medicines from local stocks for the and 2010, PULSE deployed 116 volunteers in 33 countries to work
thousands of people affected by the flooding. We also made cash with 42 NGOs. Volunteers continue to receive their full GSK salary
donations amounting to £170,000, including a contribution to during their three to six month assignment. In 2010, this figure,
the World Food Programme to support emergency food supply. along with the operating costs for managing the programme,
represented a total in-kind donation of £2.4 million.
The total value of our international humanitarian product
donations was £9 million at average cost.
Responsible business
Environmental sustainability A central fund to finance energy saving projects has accelerated
Business review P08–P57
We are committed to integrating environmental sustainability progress since 2007. In 2010 we completed 188 projects, which
into our business, especially conserving resources and addressing will avoid around 52,000 tonnes of greenhouse gas emissions
climate change. We see this as an opportunity as well as a a year.
responsibility. We are also increasing investment in on-site generation of
Strategy and plans renewable energy, supported by a renewable energy fund created
in 2010. GSK Consumer Healthcare installed North America’s
We revised our environmental sustainability strategy in 2010,
largest roof mounted solar photo voltaic system at its regional
building on the strategy originally introduced in 2001. The new
distribution centre in York, Pennsylvania. It will save nearly 1,800
strategy recognises our impacts across the entire value chain, from
tonnes of carbon dioxide emissions per year.
raw materials to the disposal of our products. Our objective is to
benefit the environment, engage employees in tackling key issues GSK’s global operations were certified to Carbon Trust Standard in
and benefit GSK financially – potentially saving £100 million a year 2010, the first company to achieve this recognition of excellence in
by 2020 through reduced energy, materials and distribution costs. carbon management for all global operations.
Analysis of GSK’s impacts shows that we need to concentrate in Water
three main areas: Water is a particularly important natural resource, and we recognise
s CARBON DIOXIDE AND OTHER EMISSIONS THAT CONTRIBUTE TO that GSK can play a positive role in managing it more sustainably.
climate change We endorsed the United Nations CEO Water Mandate in 2009.
We met our goal of eliminating the use of chlorofluorocarbons We manage environmental issues (as well as occupational health
(CFCs) in our products by the end of 2010. This has reduced and safety) using a management system aligned with recognised
greenhouse emissions associated with our inhaler products international standards. Each business is accountable for its own
from 24 million tonnes of carbon dioxide equivalents in 1998 sustainability plans and performance. Our central audit group
to approximately 4.7 million tonnes in 2010. We have research includes environmental issues in its routine audits of our sites
programmes under way to find ways to further reduce the impacts and business processes. We are working increasingly closely with
from these products. suppliers and contract manufacturers to reduce environmental
impacts from the supply chain.
In 2010 we reduced energy consumption for operations and
transport by 5.5% and greenhouse gas emissions by 5.8% relative You can read more about our environmental performance and
to sales. The cumulative reduction for 2006-2010 is 9.1% for energy other aspects of sustainability in our Corporate Responsibility
and 10.7% for emissions. This is below our target of 20%, mainly Report at: www.gsk.com.
because progress was slow in the early years of the five-year period.
GSK Annual Report 2010
33
Responsible business
Our Code of Conduct sets out fundamental standards for all Communication and employee involvement
employees. It is supported by the Employee Guide to Business Our communication channels are designed to keep employees
Conduct which helps employees make ethical decisions and informed, engaged and involved in activities across all areas of
emphasises GSK’s key values: our organisation. We encourage two-way, open and honest
communication with employees, and in 2010 we launched a
s #OMMIT TO TRANSPARENCY
new updated global intranet portal, ConnectGSK.
s 3HOW RESPECT FOR PEOPLE
Feedback and monitoring mechanisms are part of every major
s !LWAYS DEMONSTRATE THE HIGHEST INTEGRITY IN YOUR CONDUCT communication event, and Q&A and feedback facilities are a
All growth rates included in the review of turnover are at constant Respiratory sales increased 3% to £7.2 billion.
exchange rates (CER) unless otherwise stated. The calculation Seretide/Advair sales grew 2% to £5.1 billion, with strong growth
of underlying turnover is described on page 21. Sterling growth in Japan, up 17% to £246 million and Emerging Markets, up
rates may be found in the tables of pharmaceutical turnover by 16% to £328 million. Sales in the USA were level at £2.6 billion
therapeutic areas on page 35 and by geographic segment below. and grew 2% in Europe to £1.6 billion.
Pharmaceutical turnover declined 2% to £23.4 billion. Excluding Several other respiratory products delivered growth including
pandemic products, Avandia and Valtrex, underlying turnover Avamys/Veramyst, up 33% to £193 million, Ventolin, up 8%
increased by 4%. to £522 million and Flovent, up 2% to £804 million.
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates. Turnover by quarter is given in the financial record on pages 194 to 198.
GSK Annual Report 2010
36
Dermatology sales were £1.1 billion, including heritage GSK total results
products and those acquired through business acquisitions, In October 2007 the Board approved the implementation of a
principally Stiefel in July 2009. The estimated sales growth in 2010 detailed formal plan for, and GSK announced, a significant new
for the business on a pro-forma basis, excluding 2010 acquisitions, Operational Excellence restructuring programme. A second formal
was approximately 6%. In addition, GSK’s heritage consumer plan, representing a significant expansion of the Operational
dermatology portfolio, reported within Consumer Healthcare, Excellence programme, was approved by the Board and announced
contributed sales of £256 million, up 8%. in February 2009. A further expansion was approved by the Board
ViiV Healthcare (HIV) and announced in February 2010.
Sales of HIV products by ViiV Healthcare were down 3% to The restructuring programme, comprising these detailed formal
£1.6 billion. Sales of the former Pfizer products Selzentry and plans, covers all areas of GSK’s business, including manufacturing,
Viracept, with combined sales of £118 million and growth from selling, R&D and infrastructure. With an estimated total cost of
Epzicom/Kivexa, up 1% to £555 million, were offset by reductions approximately £4.5 billion, the expanded programme is expected
in the sales from other HIV products including Trizivir, down 28% to deliver annual pre-tax savings of approximately £2.2 billion
to £144 million, Combivir, down 16% to £363 million and Epivir, by the time it is substantially complete in 2012. Approximately
down 12% to £115 million. 75% of these costs were incurred by 31st December 2010, and
approximately 20% are expected to be incurred in 2011 with the
Consumer Healthcare turnover balance in 2012. In total, approximately 75% of these costs are
expected to be cash expenditures and 25% are expected to be
Growth*
% of 2010 2009 accounting write-downs.
total £m £m CER% £%
Over-the-counter Uncertainties exist over the exact amount and timing of cash
medicines 49 2,456 2,339 3 5 outflows, as a result of potential future exchange rate
Oral healthcare 32 1,602 1,484 6 8 fluctuations and as many elements of the restructuring programme
Nutritional healthcare 19 952 851 9 12 are subject to employee consultation procedures, making it
difficult to predict with precision when these procedures will be
100 5,010 4,674 5 7 completed. However, the majority of the remaining cash payments
are expected to be made in 2011. Given the extent and cost of
* CER% represents growth at constant exchange rates. £% represents growth
the Operational Excellence restructuring programme, management
at actual exchange rates. Turnover by quarter is given on page 199.
believes it has a material impact on GSK’s operating results and on
Total Consumer Healthcare sales were up 5% to £5.0 billion, the manner in which GSK’s business is conducted. GSK presents
significantly exceeding market growth estimated by GSK to be the restructuring costs incurred solely as a direct result of the
approximately 2%. Sales in the Rest of World grew 13% to Operational Excellence restructuring programme, which in 2010
£2.0 billion, driven by strong growth in India and China, which amounted to £1,242 million before tax (2009 – £764 million),
grew by 19% and 18%, respectively. Europe sales were level in a separate column in the income statement titled ‘Major
with last year with sales of £2.0 billion and the business in the restructuring’.
USA grew 1% to £1.0 billion.
In addition to the restructuring costs of the Operational Excellence
OTC medicines programme, the major restructuring column in the income
OTC product sales grew 3% to £2.4 billion in 2010, driven by statement includes restructuring costs incurred solely as a direct
sales of Panadol, nicotine replacement therapy products and result of any restructuring programmes that follow, and relate to,
dermatology products, partly offset by lower respiratory tract material acquisitions where the operations of the acquired business
products and lower sales of alli. overlap extensively with GSK’s existing operations.
Oral healthcare The restructuring activities that follow, and relate to, such
Sales of Oral healthcare products rose 6% to £1.6 billion. Sensodyne acquisitions are of the same nature as those undertaken under
performed strongly and denture care sales also grew. Sales of Aquafresh the Operational Excellence programme and are also carried out
declined slightly. following a detailed formal plan. Management therefore considers
it appropriate to present the costs of these restructuring activities
Nutritional healthcare in the same manner. The restructuring costs incurred in 2010 as
Nutritional healthcare sales grew 9% to £1.0 billion, driven by the strong a direct result of the acquisition of Stiefel Laboratories, Inc. in
performance of Horlicks and growth in Lucozade sales. July 2009, were £103 million (2009 – £71 million). The
restructuring costs incurred as a direct result of the acquisition
of Reliant Pharmaceuticals Inc., the only other acquisition since
October 2007 that meets the criteria set out above, were all
charged and paid in 2008.
The Group’s results before the costs of the Operational Excellence Operating profit – total results
Operating profit after restructuring charges of £1,345 million Cost of sales increased to 26.1% of turnover (2009 – 25.0%)
(2009 – £832 million) for the year ended 31st December 2010 reflecting the impact of generic competition to higher margin
was £3,783 million, a decrease of 59% CER (a decrease of 55% products in the USA (principally Valtrex), lower Avandia sales,
in sterling terms) compared with 2009. Excluding legal costs of US healthcare reforms and European austerity price cuts, and
£4,001 million (2009 – £591 million), operating profit was inventory and other asset write-downs, partially offset by savings
£7,784 million an 18% decline in CER terms (14% in sterling from the Operational Excellence programme. The company
terms) principally reflecting a 1% decline in turnover, higher cost expects cost of sales as a percentage of turnover in 2011 to
of sales, higher R&D expenditure and lower other operating income. remain around 26%.
Operating profit – results before major restructuring The lower tax charge for 2010 reflects higher legal charges of
Critical accounting policies A reconciliation of gross turnover to net turnover for the US
Business review P08–P57
The consolidated financial statements are prepared in accordance pharmaceuticals business is as follows:
with IFRS, as adopted for use in the European Union, and also with 2009 2008
IFRS as issued by the IASB, following the accounting policies approved 2010 (restated) (restated)
£m % £m % £m %
by the Board and described in Note 2 to the financial statements,
‘Accounting principles and policies’. Management is required to Gross turnover 10,802 100 11,674 100 10,782 100
make estimates and assumptions that affect the amounts of assets,
Chargebacks (993) 9 (1,124) 10 (836) 8
liabilities, revenue and expenses reported in the financial statements.
Managed care, Medicare
Actual amounts and results could differ from those estimates.
Part D and GPO
The critical accounting policies adopted relate to the following areas: rebates (894) 8 (907) 8 (756) 7
s 4URNOVER US government and
s 4AXATION state programmes (742) 7 (542) 5 (470) 4
s ,EGAL AND OTHER DISPUTES Cash discounts (193) 2 (200) 2 (191) 1
Customer returns (179) 1 (172) 1 (118) 1
s 0ROPERTY PLANT EQUIPMENT
Prior year adjustments 38 – 24 – 35 –
s 'OODWILL Other items (191) 2 (175) 1 (192) 2
s /THER INTANGIBLE ASSETS Total deductions (3,154) 29 (3,096) 27 (2,528) 23
s 0ENSIONS AND OTHER POST
EMPLOYMENT BENElTS
Net turnover 7,648 71 8,578 73 8,254 77
Information on the judgements and estimates made in these areas
is given in Note 3 to the financial statements, ‘Key accounting Information relating to 2009 and 2008 has been restated following
judgements and estimates’. changes to the segmental reporting, as set out in Note 6 to the
financial statements, ‘Segment information’.
In respect of the Turnover accounting policy, the Group’s largest
business is US pharmaceuticals, and the US market has the most Rebates given under US government and state programmes
complex arrangements for rebates, discounts and allowances. have increased in the year as a result of the US healthcare reform
The following briefly describes the nature of the arrangements in amendments. The additional expense arising from the new
existence in the Group’s US pharmaceuticals business: legislation include Managed Medicaid Sales being discounted at
Fee-for-Service rates, an increase to the Basic Medicaid Rebate, a
s '3+ HAS ARRANGEMENTS WITH CERTAIN INDIRECT CUSTOMERS WHEREBY new definition of Average Manufacturers Price and incremental
the customer is able to buy products from wholesalers at Consumer Price Index penalty on line extensions.
reduced prices. A chargeback represents the difference between
the invoice price to the wholesaler and the indirect customer’s The total accruals for rebates, discounts, allowances and returns
contractual discounted price. Accruals for estimating chargebacks in the US pharmaceuticals business were as follows:
are calculated based on the terms of each agreement, historical At 31st
experience and product growth rates At 31st December
December 2009
s #USTOMER REBATES ARE OFFERED TO KEY MANAGED CARE AND GROUP 2010 (restated)
£m £m
purchasing organisations (GPO) and other direct and indirect
customers. These arrangements require the customer to achieve Chargebacks 50 41
certain performance targets relating to the value of product Managed care, Medicare Part D
purchased, formulary status or pre-determined market shares relative and GPO rebates 422 426
to competitors. The accrual for customer rebates is estimated based US government and state programmes 445 322
on the specific terms in each agreement, historical experience and Cash discounts 21 20
product growth rates Customer returns 254 192
Other 28 26
s 4HE 53 -EDICAID PROGRAMME IS A STATE
ADMINISTERED PROGRAMME
providing assistance to certain poor and vulnerable patients. In Total 1,220 1,027
1990, the Medicaid Drug Rebate Program was established to
reduce state and federal expenditure on prescription drugs. In The accrual for rebates to US government and state programmes
2010, the Patient and Affordable Care Act became law. GSK has increased as a result of the US healthcare reform implemented
participates by providing rebates to states. Accruals for Medicaid during 2010.
rebates are calculated based on the specific terms of individual
A monthly process is operated to monitor inventory levels at
state agreements using a combination of historical experience,
wholesalers for any abnormal movements. This process uses gross
product and population growth, anticipated price increases and
sales volumes, prescription volumes based on third party data
the impact of contracting strategies
sources and information received from key wholesalers. The aim of
s #ASH DISCOUNTS ARE OFFERED TO CUSTOMERS TO ENCOURAGE PROMPT this is to maintain inventories at a consistent level from year to year
payment. These are accrued for at the time of invoicing and based on the pattern of consumption.
adjusted subsequently to reflect actual experience
On this basis, US pharmaceutical inventory levels at wholesalers
s 7HERE THERE IS HISTORICAL EXPERIENCE OF CUSTOMER RETURNS '3+ and in other distribution channels at 31st December 2010 were
records an accrual for estimated sales returns by applying historical estimated to amount to approximately one month of turnover.
experience of customer returns to the amounts invoiced, together This calculation uses third party information, the accuracy of which
with market related information such as stock levels at wholesalers, cannot be totally verified, but is believed to be sufficiently reliable
anticipated price increases and competitor activity. for this purpose.
Equity
investments are in two associates: Quest Diagnostics Inc., which
Share capital 1,418 1,416
had a book value at 31st December 2010 of £494 million
Share premium account 1,428 1,368
(2009 – £410 million) and Aspen Pharmacare Holdings Limited
Retained earnings 4,779 6,321
which had a book value at 31st December 2010 of £397 million
Other reserves 1,262 900
(2009 – £372 million). The investments include equity stakes in
Shareholders’ equity 8,887 10,005 companies where the Group has research collaborations, which
Non-controlling interests 858 737 provide access to biotechnology developments of potential interest
and interests in companies that arise from business divestments.
Total equity 9,745 10,742
Derivative financial instruments: assets
GSK had both non-current and current derivative financial
instruments held at fair value of £190 million (2009 – £197 million).
The small decrease primarily reflects a decrease in net investment
hedging volumes.
Inventories Net debt decreased by £585 million due to the free cash flow
Business review P08–P57
Inventory of £3,837 million has decreased by £227 million during generated by the company exceeding the amounts paid in
the year. The decrease reflects initiatives to reduce manufacturing dividends to shareholders and invested in new businesses.
cycle times and reduce stockholding days through more efficient Movements in net debt
use of inventory throughout the supply chain.
2010 2009
Trade and other receivables £m £m
Trade and other receivables of £5,793 million have decreased from Net debt at beginning of year (9,444) (10,173)
2009 reflecting the recovery of significant levels of H1N1 debt (Decrease)/increase in cash and bank overdrafts (642) 1,054
during the year and specific actions taken to reduce overdue and Cash inflow from liquid investments (91) (87)
other receivables as part of a Group initiative to reduce working Net increase in long-term loans – (1,358)
capital. These reductions were partly offset by a strengthening of Net repayment of short-term loans 1,290 102
year-end foreign exchange rates. Debt of subsidiary undertakings acquired (20) (9)
Derivative financial instruments: liabilities Exchange movements 61 1,041
Other movements (13) (14)
GSK held current and non-current derivative financial instruments
held at fair value of £193 million (2009 – £168 million current ) Net debt at end of year (8,859) (9,444)
relating primarily to hedging exchange on translation of currency
assets on consolidation. The small increase reflects marginally Total equity
higher currency volatility on the Euro, US dollar and Yen.
A summary of the movements in equity is set out below.
Trade and other payables
2010 2009
Trade and other payables amounting to £6,888 million have £m £m
increased from 2009, reflecting working capital initiatives to Total equity at beginning of year 10,742 8,318
extend supplier terms towards the Group’s 60-day term objective
Total comprehensive income for the year 2,086 4,996
and a strengthening of year-end foreign exchange rates.
Dividends to shareholders (3,205) (3,003)
Provisions Ordinary Shares issued 62 43
The Group carried deferred tax provisions and other short-term Changes in non-controlling interests – 338
and non-current provisions of £5,991 million at 31st December Put option over non-controlling interest – (2)
2010 (2009 – £3,886 million) in respect of estimated future Consideration received for shares transferred
liabilities, of which £4,000 million (2009 - £2,020 million) related by ESOP Trusts 17 13
to legal and other disputes. Provision has been made for legal and Ordinary Shares acquired by ESOP Trusts (16) (57)
other disputes, indemnified disposal liabilities and the costs of Share-based incentive plans 175 171
restructuring programmes to the extent that at the balance sheet Tax on share-based incentive plans 2 14
date a legal or constructive obligation existed and could be reliably Distributions to non-controlling interests (118) (89)
estimated.
Total equity at end of year 9,745 10,742
Pensions and other post-employment benefits
The Group accounts for pension and other post-employment At 31st December 2010, total equity had decreased from
arrangements in accordance with IAS 19. The deficits, net of £10,742 million at 31st December 2009 to £9,745 million.
surpluses before allowing for deferred taxation were £1,224 million The decrease arose principally from the increased provision for
(2009 – £1,745 million) on pension arrangements and £1,425 legal charges in the year.
million (2009 – £1,213 million) on unfunded post-employment Share purchases
liabilities. The pension liabilities decreased following an increase in In 2010, the Employee Share Ownership Plan (ESOP) Trusts acquired
asset values in the UK and the USA, deficit reduction contributions £16 million of shares in GSK plc (2009 – £57 million). Shares are
by the company and a decrease in the long-term inflation rate, held by the Trusts to satisfy future exercises of options and awards
partly offset by reductions in the rate used to discount UK pension under the Group share option and award schemes. A proportion
liabilities from 5.7% to 5.5% and the rate used to discount US of the shares held by the Trusts are in respect of awards where the
pension liabilities from 5.75% to 5.2%. rules of the scheme require GSK to satisfy exercises through market
In December 2010, the UK scheme purchased an insurance contract purchases rather than the issue of new shares. The shares held by
that will guarantee payment of specified pensioner liabilities. This the Trusts are matched to options and awards granted.
contract was valued at £0.7 billion at 31st December 2010. At 31st December 2010, the ESOP Trusts held 105 million
Net debt (2009 – 118 million) GSK shares against the future exercise of
2010 2009
share options and share awards. The carrying value of £845 million
£m £m (2009 – £1,138 million) has been deducted from other reserves.
Cash, cash equivalents and The market value of these shares was £1,308 million
liquid investments 6,241 6,813 (2009 – £1,554 million).
Borrowings – repayable within one year (291) (1,471)
Borrowings – repayable after one year (14,809) (14,786)
Net debt (8,859) (9,444)
GSK did not purchase any of its own shares in 2010 (2009 – £nil). Commitments in respect of loans and future interest payable
Amounts provided for pensions and post-retirement benefits are In 2009, GSK reached an agreement with the trustees of the UK
set out in Note 28 to the financial statements, ‘Pensions and other pension schemes to make additional contributions over a five
post-employment benefits’. Amounts provided for restructuring year period, to eliminate the pension deficit identified at the
programmes and legal, environmental and other disputes are set 31st December 2008 actuarial funding valuation. The table above
out in Note 29 to the financial statements, ‘Other provisions’. shows this commitment but excludes the normal ongoing annual
funding requirement of approximately £130 million. For further
Contractual obligations and commitments information on pension obligations, see Note 28 to the financial
The following table sets out the Group’s contractual obligations and statements, ‘Pensions and other post-employment benefits’.
commitments at 31st December 2010 as they fall due for payment.
Contingent liabilities
Total Under 1 yr 1-3 yrs 3-5 yrs 5 yrs+
The following table sets out contingent liabilities, comprising
Loans 14,997 259 4,158 2,407 8,173 discounted bills, performance guarantees, letters of credit and other
Interest on loans 10,312 755 1,394 1,097 7,066 items arising in the normal course of business, and when they are
Finance lease obligations 103 32 45 18 8 expected to expire.
Finance lease charges 16 5 8 3 – Total Under 1 yr 1-3 yrs 3-5 yrs 5 yrs+
Operating lease £m £m £m £m £m
commitments 415 123 119 57 116 Guarantees 110 64 1 1 44
Intangible assets 11,762 720 1,626 2,150 7,266 Other contingent liabilities 55 22 10 1 22
Property, plant & equipment 380 278 95 7 –
Business combinations 285 253 12 20 – Total 165 86 11 2 66
Investments 37 16 – 21 –
In the normal course of business, GSK has provided various
Purchase commitments 1,127 239 314 293 281
indemnification guarantees in respect of business disposals in which
Pensions 1,095 365 730 – – legal and other disputes have subsequently arisen. A provision is
Other commitments 242 110 78 49 5 made where an outflow of resources is considered probable and
Total 40,771 3,155 8,579 6,122 22,915 a reasonable estimate can be made of the likely outcome of the
Shareholder information P192–P212
Cash flow Free cash flow is used by GSK’s management for planning and
Business review P08–P57
A summary of the consolidated cash flow is set out below. reporting purposes and in discussions with and presentations to
investment analysts and rating agencies. GSK’s free cash flow
2010 2009 measure is not defined in IFRS. This measure may not be directly
£m £m
comparable with similarly described measures used by other
Net cash inflow from operating activities 6,797 7,841 companies. A reconciliation of net cash inflow from operating
Net cash outflow from investing activities (1,868) (4,013) activities, which is the closest equivalent IFRS measure, to free
Net cash outflow from financing activities (5,571) (2,774) cash flow is shown below.
(Decrease)/increase in cash and bank overdrafts (642) 1,054 Reconciliation of free cash flow
Exchange adjustments 81 (158) 2010 2009
Cash and bank overdrafts at beginning of year 6,368 5,472 £m £m
Cash and bank overdrafts at end of year 5,807 6,368 Net cash inflow from operating activities 6,797 7,841
Purchase of property, plant and equipment (1,014) (1,418)
Cash and bank overdrafts at end of year Purchase of non-current intangible assets (621) (455)
comprise: Disposal of property, plant and equipment 92 48
Interest paid (775) (780)
Cash and cash equivalents 6,057 6,545
Interest received 107 90
Overdrafts (250) (177)
Dividends received from joint ventures and
5,807 6,368 associated undertakings 18 17
Distributions to non-controlling interests (118) (89)
The net cash inflow from operating activities after taxation paid
was £6,797 million, a decrease of £1,044 million over 2009 Free cash flow 4,486 5,254
reflecting higher legal settlements in the year partly offset by a
net working capital reduction. Investment appraisal
GSK has a formal process for assessing potential investment
The net cash outflow from investing activities was £1,868 million,
proposals in order to ensure decisions are aligned with the Group’s
a decrease of £2,145 million which primarily reflected lower
overall strategy. This process includes an analysis of the impact
business purchases during 2010 of £354 million. In 2009 business
of the project on earnings, its return on invested capital and an
purchases were £2,792 million, primarily Stiefel Laboratories, Inc.
assessment of the return based on discounted cash flows. The
In addition purchases of property, plant and equipment were lower
discount rate used to perform financial analysis is decided internally,
by £404 million in 2010.
to allow determination of the extent to which investments cover
Free cash flow the Group’s cost of capital. For specific investments the discount
Free cash flow is the amount of cash generated by the business rate may be adjusted to take into account country or other
after meeting its obligations for interest, tax and dividends paid to risk weightings.
non-controlling interests, and after capital expenditure on non- Capital expenditure and financial investment
current tangible and intangible assets.
Cash payments for tangible and intangible fixed assets amounted
£m to £1,635 million (2009 – £1,873 million). Disposals realised
6,000
£218 million (2009 – £404 million). Cash payments to acquire
equity investments of £279 million (2009 – £154 million) were
5,000 made in the year and sales of equity investments realised
5,254
£27 million (2009 – £59 million).
4,000 4,486
Future cash flow
3,000
The Group expects that future operating cash flow will be sufficient
2,000 to fund its operating and debt service costs, to satisfy normal levels
of capital expenditure, to meet obligations under existing licensing
1,000 agreements, to meet the expenditure arising from the major
restructuring programmes (the precise timing of which is uncertain)
0
outlined in Note 7 to the financial statements, ‘Major restructuring
2010 2009
programmes’ and to meet other routine outflows including tax and
Free cash flow was adversely impacted by legal settlements of dividends, subject to the ‘Risk factors’ discussed on pages 53 to 57.
£2,047 million (2009 – £254 million). Free cash flow excluding legal GSK may from time to time have additional demands for finance,
settlements was £6,533 million in 2010, compared with £5,508 such as for acquisitions and share repurchases. It has access to
million in 2009, the improvement reflecting the reduction in working other sources of liquidity from short and long-term capital markets
capital and lower expenditure on property, plant & equipment. and banks and other financial institutions, in addition to the cash
flow from operations, for such needs.
GSK reports in Sterling and pays dividends out of Sterling profits. Cash and liquid investments 6,241 6,813
The role of Corporate Treasury is to manage and monitor our Gross debt – fixed (13,740) (13,706)
external and internal funding requirements and financial risks in – floating (1,358) (2,550)
support of our strategic objectives. Treasury activities are governed – non-interest bearing (2) (1)
by policies and procedures approved by the Board of Directors,
Net debt (8,859) (9,444)
most recently on 7th October 2010.
A Treasury Management Group (TMG) chaired by our Chief We manage our net borrowing requirements through a portfolio
buy-back programme and depending on market conditions and 2042. Our long-term debt ratings have remained stable since
other factors, we expect to re-purchase £1-2 billion of shares. February 2008. Currently we are rated A+ stable outlook by
Standard and Poor’s and A1 stable outlook by Moody’s Investors
Our policy is to borrow centrally using a variety of capital market Service ‘Moody’s’. Our short-term debt ratings are A-1 and P-1
issues and borrowing facilities to meet anticipated funding with Standard and Poor’s and Moody’s respectively.
requirements.
These borrowings, together with cash generated from operations,
are on-lent, contributed as equity to certain subsidiaries or used to
pay dividends and make acquisitions. GSK did not make any share
repurchases in 2010.
For further details see Note 41 to the financial statements ‘Financial
instruments and related disclosures’.
£m equivalent
3,000
2,500
2,000
1,500
1,000
500
2011 2012 2013 2014 2015 2016 2017 2018 2025 2033 2034 2038 2039 2042
GBP bonds EUR bonds USD bonds Other bank borrowings Leases
Treasury operations Interest rate risk management
The objective of treasury activity is to manage the post-tax net The policy on interest rate risk management limits the amount
cost or income of financial operations to the benefit of earnings. of floating rate interest payments to a prescribed percentage of
Corporate Treasury does not operate as a profit centre. We use trading profit.
a variety of financial instruments to finance our operations and
We use a series of interest rate swaps to re-denominate one of our
derivative financial instruments to manage market risks from
external borrowings into the interest rate coupon required by GSK.
these operations. These derivatives, principally comprising forward
The duration of this swap matches the duration of the principal
foreign currency contracts, interest rate and currency swaps,
instrument. Interest rate derivative instruments are accounted for
are used to swap borrowings and liquid assets into our required
as fair value or cash flow hedges of the relevant assets or liabilities.
currencies and to manage exposure to funding risks from changes
in foreign exchange and interest rates. Counterparty risk management
We do not hold or issue derivatives for speculative purposes. Our Our policy on counterparty risk management is to work with a select
treasury policies specifically prohibit such activity. All transactions group of relationship banks. Global counterparty limits are assigned
in financial instruments are undertaken to manage the risks arising to each of GSK’s banking and investment counterparties based on
from underlying business activities, not for speculation. long-term credit ratings from Moody’s and Standard and Poor’s.
Corporate Treasury’s usage of these limits is monitored daily by a
Foreign exchange management Corporate Compliance Officer (CCO) who operates independently
Foreign currency transaction exposures arising on internal and of Corporate Treasury. Any breach of these limits is reported to
external trade flows are not hedged. The exposure of overseas the CFO immediately. The CCO also monitors the credit rating of
operating subsidiaries to transaction risk is minimised by matching these counterparties and, when changes in ratings occur, notifies
local currency income with local currency costs. Corporate Treasury so that changes can be made to investment
levels or authority limits as appropriate. A full counterparty analysis is
For this purpose, our internal trading transactions are matched
presented to the TMG annually for approval.
centrally and we manage inter-company payment terms to reduce
foreign currency risk. Exceptional foreign currency cash flows are Financial assets and liabilities
hedged selectively under the management of Corporate Treasury.
An analysis of net debt is given in Note 32 to the financial
We manage the cash surpluses or borrowing requirements of statements, ‘Net debt’. An analysis of financial assets and liabilities
subsidiary companies centrally using forward contracts to hedge at carrying value and fair value is given in Note 41 to the financial
future repayments back into the originating currency. statements, ‘Financial instruments and related disclosures’.
We seek to denominate borrowings in the currencies of our We continue to benefit from strong positive cash flow from
principal assets and cash flows. These are primarily denominated operating activities. Our net debt has decreased in the year to
in US dollars, Euros and Sterling. Certain borrowings can be 31st December 2010, reflecting the benefits of our ongoing
swapped into other currencies as required. restructuring programme and the success of our working
Borrowings denominated in, or swapped into, foreign currencies capital initiatives.
that match investments in our overseas assets may be treated as a The financial assets and liabilities at 31st December 2010 are
hedge against the relevant assets. Forward contracts are also used representative of our treasury policies and strategies approved
in major currencies to reduce our exposure to our investment in by the Board of Directors, most recently on 7th October 2010.
overseas Group assets (see ‘Net Investment Hedges’ section of In 2010, GSK did not raise any debt in the Capital Markets or make
Note 41 for further details). The TMG reviews the ratio of any share repurchases.
borrowings to assets for major currencies.
During 2009, average Sterling exchange rates were weaker against Continued strong growth of key products such as Arixtra, up 29%
the US Dollar, the Euro and the Yen compared with 2008. 2009 to £254 million, Avodart, up 16% to £530 million, and Lovaza,
year-end Sterling exchange rates were stronger against all three up 31% to £450 million, were partly offset by generic competition
currencies compared with those at 31st December 2008. to Coreg.
Metabolic
Pharmaceutical turnover Metabolic sales decreased 14% to £1.2 billion.
Anti-virals
Anti-virals increased 12% to £4.2 billion.
Shareholder information P192–P212
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates.
total results Total results include restructuring costs related to the Operational
In October 2007, GSK announced a significant new Operational Excellence programme and the acquisitions of Reliant and Stiefel.
Excellence restructuring programme. A second formal plan,
2009 2008 Growth
representing a significant expansion of the Operational Excellence
£m % £m % CER% £%
programme, was approved by the Board and announced in
February 2009. Turnover 28,368 100 24,352 100 3 16
Cost of sales (7,380) (26.0) (6,415) (26.3) 6 15
In addition to the costs of the Operational Excellence programme,
Selling, general
the major restructuring column in the income statement includes
and administration (9,592) (33.8) (7,656) (31.4) 6 25
restructuring costs incurred solely as a direct result of any
restructuring programmes that follow, and relate to, material Research and
acquisitions where the operations of the acquired business overlap development (4,106) (14.4) (3,681) (15.2) 1 12
extensively with GSK’s existing operations. Other operating
income 1,135 3.9 541 2.2
The acquisition of Stiefel Laboratories, Inc. in July 2009 was the
only acquisition that meets the criteria set out above. This is the Operating profit 8,425 29.7 7,141 29.3 4 18
only acquisition in 2009 where the costs incurred as a direct result
of a related restructuring programme has been included in the Cost of sales
major restructuring column. The restructuring costs expected to Cost of sales as a percentage of turnover reduced marginally to
be incurred as a direct result of this acquisition are estimated to 26.0% of turnover (2008 – 26.3%), principally reflecting the impact
be approximately £205 million, of which £71 million was charged of generic competition to higher margin products in the USA and
in 2009. The restructuring costs incurred as a direct result of changes to the product mix, offset by benefits from the restructuring
the acquisition of Reliant Pharmaceuticals Inc., the only other programme and lower restructuring costs of £285 million
acquisition since October 2007 that meets the criteria set out (2008 – £639 million).
above, were all charged and paid in 2008. Selling, general and administration
Only the restructuring costs incurred solely as a direct result of SG&A costs as a percentage of turnover increased by 2.4
the Operational Excellence programme and the restructuring percentage points to 33.8%. This included full year legal charges
programmes following the Reliant and Stiefel acquisitions have of £591 million (2008 – £611 million) and charges related
been reported in the major restructuring column in the income to the major restructuring programme of £392 million
statement. As set out in Note 7 to the financial statements, (2008 – £304 million). Excluding legal and restructuring
‘Major restructuring programme’, asset impairments and staff costs, SG&A costs were 30.3% of turnover (2008 – 27.7%).
redundancies together accounted for £574 million of the £835 This reflected investment in growth markets, the acquisition of
million restructuring costs incurred in 2009. The remaining costs Stiefel, increased pension costs, the donation of H1N1 product
of £261 million in 2009 arose from miscellaneous expenditures to WHO and exchange losses on inter-company transactions
incurred solely as a direct result of the restructuring programmes. (compared with exchange gains last year), partially offset by
No costs arising from GSK’s ongoing operating activities have the benefits of the current restructuring programme.
been reported in the major restructuring column.
Research and development
For the latest position on Results before major restructuring and R&D expenditure was 14.4% (2008 – 15.2%) of total turnover,
total results see Results before major restructuring and total results which included £167 million of intangible asset write-offs
in the 2010 Financial review on page 36. (2008 – £85 million) partially offset by lower charges relating
to the major restructuring programme of £155 million
GSK’s operating profit, profit before taxation, taxation and profit
(2008 – £175 million) and a provision release due to reassessment
for the year are discussed below in terms of both total results,
of a receivable balance. Increased investment in vaccines R&D and
which include major restructuring costs, and results before
late stage pharmaceutical R&D were broadly offset by savings from
major restructuring.
the restructuring programme.
Other operating income
Other operating income was £1,135 million including gains from
asset disposals of £579 million (2008 – £293 million) primarily
reflecting the disposal of Wellbutrin XL and various assets to Aspen
Pharmacare, royalty income of £296 million (2008 – £307 million),
a royalty dispute settlement gain of £78 million, and a one-time
accounting gain of £296 million on the creation of ViiV Healthcare,
partially offset by equity investment impairments of £135 million.
Operating profit – total results
Total operating profit for the year was £8,425 million, an increase
of 4% CER and 18% in Sterling terms, compared with 2008. The
operating profit margin increased 0.4 percentage points reflecting
higher other operating income and broadly flat R&D expenditure,
partially offset by increases in cost of sales and SG&A.
2009 2008 Growth Further information on operating profit before major restructuring
£m % £m % CER% £% is provided in Note 6, ‘Segment information’.
Turnover 28,368 100 24,352 100 3 16
Cost of sales (7,095) (25.0) (5,776) (23.7) 13 23
Selling, general
and administration (9,200) (32.4) (7,352) (30.2) 6 25
Research and
development (3,951) (13.9) (3,506) (14.4) 2 13
Other operating
Shareholder information P192–P212
Cost of sales
Cost of sales increased to 25.0% of turnover (2008 – 23.7%),
principally reflecting the impact of generic competition to higher
margin products in the USA and changes to the product mix, partly
offset by benefits from the restructuring programme.
Profit before taxation – results before major Profit for the year
Business review P08–P57
restructuring
2009 2008 Growth
£m £m CER% £%
Net finance costs
2009 2008
Total profit after taxation
Finance income £m £m for the year 5,669 4,712 6 20
Interest and other income 67 321 Total profit attributable to
Unwinding of discounts on assets 2 1 shareholders 5,531 4,602 6 20
Fair value adjustments and hedges 1 (9) Basic earnings per share (pence) 109.1p 88.6p
Basic earnings per ADS (US$) $3.40 $3.28
70 313
Results before major restructuring
Finance costs profit after taxation for the year 6,283 5,551 – 13
Interest costs (770) (829) Results before major restructuring
Unwinding of discounts on liabilities (8) (11) profit attributable to shareholders 6,145 5,441 – 13
Fair value adjustments and hedges (2) 2 Adjusted earnings per share (pence) 121.2p 104.7p 2 16
Adjusted earnings per ADS (US$) $3.78 $3.87
(780) (838)
Weighted average number
of shares (millions) 5,069 5,195
Profit on disposal of interest in associate
Profit on disposal of interests in associates was £115 million as Diluted total earnings per share (pence) 108.2p 88.1p
5.7 million Quest shares were sold in the first quarter of 2009. Diluted total earnings per ADS (US$) $3.38 $3.26
Diluted weighted average number
Share of after tax profits of associates and joint ventures
of shares (millions) 5,108 5,226
The share of after tax profits of associates of £64 million
(2008 – £48 million) arises principally from the Group’s holding Total results including restructuring costs produced a basic EPS of
in Quest Diagnostics Inc. 109.1p compared with 88.6p in 2008. This was an 8% growth in
Profit before taxation – results before major restructuring CER terms and a 23% growth in sterling terms. Excluding major
restructuring costs, EPS was 121.2p compared with 104.7p.
Taking account of net finance costs, the profit on disposal of
interests in associates and the share of profits of associates, profit Dividend
before tax before major restructuring was £8,726 million compared The Board declared a fourth interim dividend of 18 pence per
with £7,782 million in 2008, a 1% CER decline but 12% increase share resulting in a dividend for the year of 61 pence; a four pence
in sterling terms. increase over the 57 pence per share for 2008.
Taxation
2009 2008
£m £m
Risk factors
There are risks and uncertainties relevant to the Group’s business, There is also increasing pressure on healthcare budgets as the
New product candidates may appear promising in development prosecution of patents for new products more difficult and time
but, after significant investment of Group economic and human consuming or that could adversely affect the exclusivity period for
resources, may fail to reach the market or have only limited the Group’s products, including biological products. Should such
commercial success. This, for example, could be as a result of proposals be enacted, they may materially and adversely affect
efficacy or safety concerns, an inability to obtain necessary the Group’s financial results. For example, in 2010, as part of the
regulatory approvals, difficulty manufacturing or excessive comprehensive healthcare reform in the USA, new regulations
manufacturing costs, erosion of patent terms as a result of a for follow-on biologics were introduced that allow a sufficiently
lengthy development period, infringement of patents or other similar biologic to be able to rely on an innovator’s approval
intellectual property rights of others or an inability to differentiate following a 12-year data exclusivity period. In addition, the current
the product adequately from those with which it competes. administration in the USA has proposed reducing from 12 years to
Furthermore, health authorities such as the US FDA, the European seven the period of time pharmaceutical companies may keep their
Medicines Agency and the Japan Pharmaceuticals and Medicines products exclusive of generic competition.
Device Agency have increased their focus on safety and product
differentiation when assessing the benefit/risk balance of drugs,
which has made it more difficult for pharmaceutical products to
gain regulatory approval.
Risk factors
Weakness of intellectual property protection in certain In other instances, third parties may perform analyses of published
Business review P08–P57
Risk factors
Governmental, payer and regulatory controls In addition, in some cases, the Group may voluntarily cease
doing so. As detailed on page 18 health authorities have increased USA currently offer regimes that encourage innovation and new
their focus on safety when assessing the risk/benefit balance of scientific endeavours by providing tax incentives, for example R&D
drugs in the context of not only initial product approval but also tax credits. Furthermore, given the scale and international nature
in the context of approval of additional indications and review of the Group’s business, intra-group transfer pricing is an inherent
of information regarding marketed products. Stricter regulatory tax risk as it is for other international businesses. Changes in tax
controls also heighten the risk of changes in product profile or laws or in their application with respect to matters such as transfer
withdrawal by regulators on the basis of post-approval concerns pricing, foreign dividends, controlled companies, R&D tax credits
over product safety, which could reduce revenues and result in or a restriction in tax relief allowed on the interest on intra-group
product recalls and product liability lawsuits. There is also greater debt, could increase the Group’s effective tax rate and materially
regulatory scrutiny, especially in the USA, on advertising and and adversely affect its financial results.
promotion and in particular on direct-to-consumer advertising.
Risk factors
The tax charge included in the financial statements is the Group’s Global political and economic conditions
Business review P08–P57
best estimate of its tax liability but, until such time as audits by As described on page 20, many of the world’s largest economies,
tax authorities are concluded, there is a degree of uncertainty including the major markets in which the Group operates, and
regarding the final tax liability for the period. The Group’s policy is financial institutions have in the recent past faced extreme financial
to submit tax returns within the statutory time limits and engage difficulty, including a decline in asset prices, liquidity problems and
tax authorities to ensure that the Group’s tax affairs are as current limited availability of credit. Although many of these economies
as possible, and that any differences in the interpretation of tax have recovered in 2010, the economic recovery and its pace
legislation and regulation are resolved as quickly as possible. In proved uneven.
exceptional cases where matters cannot be settled by agreement
with tax authorities, GSK may have to resolve disputes through Continued economic weakness may have a material adverse effect
formal appeals or other proceedings. For example, the Canadian on the Group’s sales, results of operations, financial condition and
Tax Authorities are currently seeking leave to appeal a court ability to raise capital. Some of the Group’s businesses, including
decision in respect of transfer pricing as discussed in Note 14 to Pharmaceuticals and Consumer Healthcare, may be particularly
the financial statements, ‘Taxation’. sensitive to declines in consumer spending. In addition, further or
renewed declines in asset prices may result in a lower return on
The Group deals in high value transactions on a frequent basis the Group’s financial investments and may cause the value of the
which may result in an increased risk of financial loss due to the Group’s investments in its pension plans to decrease, requiring the
mismanagement of cash or entering into high risk positions on Group to increase its funding of those pension plans.
hedge transactions, any of which could materially and adversely
affect the Group’s financial results. The Group conducts a substantial portion of its operations outside
the UK. The Group’s management of foreign exchange rates is
discussed in Business review, ‘Foreign exchange management’
There are a number of further risks, which could affect the (see page 46). Fluctuations in exchange rates between Sterling
financial condition or results of the Group, as follows: and other currencies, especially the US dollar, the Euro and the
Anti-bribery and corruption Japanese Yen, could materially and adversely affect the Group’s
The Group’s extensive and increasing international operations financial results.
may give rise to possible claims of bribery and corruption. Failure The Group has no control over changes in inflation and interest
to comply with applicable legislation such as the US Foreign rates, foreign currency exchange rates and controls or other
Corrupt Practices Act and the recently enacted UK Bribery Act economic factors affecting its businesses or the possibility of
could expose the Group and senior officers to civil and criminal political unrest, legal and regulatory changes or nationalisation in
sanction, including fines, prosecution, potential debarment jurisdictions in which the Group operates.
from public procurement and reputational damage, all of which
could materially and adversely affect the Group’s financial results. The Group operates in a number of Middle Eastern and North
The compliance mechanisms and monitoring programmes that the African markets that subsequent to the year-end are experiencing
Group has in place may not adequately prevent or detect possible political unrest. These events may lead to business disruption and
violations under applicable anti-bribery and corruption legislation. liquidity problems that could adversely impact the Group’s results.
Risk factors
Regulators regularly review the financial statements of listed Attraction and retention
Our Board
Sir Christopher Gent Professor Sir Roy Anderson Larry Culp (Aged 47) Simon Dingemans (Aged 47)
(Aged 62) (Aged 63) Appointed on 1st July 2003. Appointed on 4th January 2011.
Appointed on 1st June 2004. Appointed on 1st October 2007. Non-Executive Director. Executive Director and Chief
Chairman. Non-Executive Director. Larry is President and Chief Financial Officer Designate.
Sir Christopher is a Non- Sir Roy is Professor of Infectious Executive Officer of Danaher Simon joined GSK from
Executive Director of Ferrari SpA Disease Epidemiology in the Corporation. Prior to joining Goldman Sachs where he
and was the Chief Executive Faculty of Medicine, Imperial Danaher, he held positions was a Managing Director and
Officer of Vodafone Group plc, College, London. He is a in Accenture, previously Partner. He has over 25 years
until his retirement in July 2003. member of the International Andersen Consulting. of experience in investment
Governance and remuneration P58–P101
He is a Non-Executive Director Advisory Board of Hakluyt & banking, including most recently
of Lehman Brothers Holdings Co. Ltd. and he is a Trustee of as leader of Goldman Sachs’
Inc, a member of KPMG’s the Natural History Museum, European M&A business and
Chairman’s Advisory Group, London. He is a fellow of the before that as head of UK
a Senior Adviser at Bain & Co. Royal Society and a Foreign Investment Banking.
and a member of the Advisory Associate Member of the
Board of Reform. Institute of Medicine at the US
National Academy of Sciences
and the French Academy of
Sciences. His former positions
include Rector of Imperial Sir Crispin Davis (Aged 61)
College and Chief Scientific Appointed on 1st July 2003.
Adviser at the Ministry of Non-Executive Director.
Defence in the UK. Sir Crispin is Chairman and
Director of StarBev Netherlands
BV, a member of Citigroup’s
Andrew Witty (Aged 46) Julian Heslop (Aged 57)
Global Advisory Board and
Appointed on 31st January 2008. Appointed on 1st April 2005.
serves on the Council of Oxford
Chief Executive Officer. Chief Financial Officer.
University. He was previously
Andrew was named Chief Julian joined Glaxo Wellcome
Chief Executive Officer of Reed
Executive Officer Designate as Financial Controller in April
Elsevier PLC, and prior to that
for GSK in October 2007 and 1998. In January 2001 he was
appointment, Chief Executive
was appointed Chief Executive appointed Senior Vice President,
of Aegis Group plc, which
Officer (CEO) on 21st May Operations Controller. Prior
he joined from Guinness plc,
2008. He joined the Group to joining the Group he held
where he was a member of
in 1985 and has held senior Dr Stephanie Burns senior finance roles at Grand
the main Board and Group
positions in Asia, Africa and (Aged 56) Metropolitan. Julian will retire
Managing Director of
the USA. Immediately prior to Appointed on 12th February as Chief Financial Officer and
United Distillers. In his earlier
being appointed CEO, Andrew 2007. Executive Director on 31st
career, he worked for Procter
was President, Pharmaceuticals Non-Executive Director. March 2011.
& Gamble, where he was
Europe, a position he held Stephanie is Chairman and President of the North
from January 2003. He is a Chief Executive Officer of Dow American Food Division.
Board Member of PhRMA and Corning Corporation and sits
President of European Federation on the US President’s Export
of Pharmaceutical Industries and Council. She is also the chair
Associations. He was appointed of the American Chemistry
as Lead Non-Executive Board Council, is an officer of the
Member for the Department Society of Chemical Industry,
of Business, Innovation and America Section, and on
Skills and as a Board Member the Board for the Society for
of the INSEAD Business School Women’s Health Research.
in January 2011 and is a Dr Burns holds a PhD in
member of the Prime Minister’s organic chemistry from Iowa
Business Advisory Group. He State University.
is a Member of the Singapore
Economic Development Board’s
International Advisory Council
and an Adviser to the Governor
of Guangzhou, China.
GSK Annual Report 2010
59
Our Board
Chief Executive Officer before his current appointment Head of Rare Diseases Unit Wellcome as Financial Controller
Andrew was appointed Chief in January 2006. and Chairman of GSK Japan in April 1998. He will leave the
Executive Officer in May 2008. Marc was appointed Chairman CET when he retires from GSK at
He joined Glaxo UK in 1985. GSK Japan in January 2010 the end of March 2011.
During his career with the and in February 2010 to lead
company he has held the roles GSK’s rare diseases business
of Managing Director South from R&D to commercialisation.
Africa, Vice President and He joined the Group in 1999
General Manager Marketing and was previously President,
in the USA and Senior Vice Pharmaceuticals Japan from
President, Asia Pacific. He January 2000 until May
was appointed President, Deirdre Connelly 2008. He was President,
Pharmaceuticals Europe for President, North America Pharmaceuticals Asia Pacific/
GlaxoSmithKline in January 2003. Pharmaceuticals Japan from May 2008 until
Deirdre joined GSK in February Abbas Hussain
July 2010.
2009 after working at Eli Lilly President, Emerging Markets
and Company for 24 years. & Asia Pacific
She held a variety of positions Abbas joined GSK in June 2008
including sales professional, from Eli Lilly and Company,
General Manager of Puerto Rico, where he spent 20 years
Executive Director of Human overseeing markets throughout
Resources and most recently Europe, Africa/Middle East
President of US Operations. and Australasia.
Simon Bicknell
Senior Vice President, Eddie Gray
Governance, Ethics President,
and Assurance Pharmaceuticals Europe
Simon was appointed to Eddie became responsible
the role in January 2011. for the Group’s operations
He is responsible for risk in Europe in January 2008.
management, compliance He joined Beecham in 1988
and internal auditing. He and, prior to his current
Bill Louv
was formerly SVP, Company Simon Dingemans appointment, was Senior Vice
Senior Vice President,
Secretary & Corporate Chief Financial Officer Designate President and General Manager,
Core Business Services
Compliance Officer. Simon Simon was appointed Chief Pharmaceuticals UK.
& Chief Information Officer
joined the Corporate Financial Officer Designate on Bill was appointed Chief
Secretariat in 1984. He was 4th January 2011. He joined Information Officer in January
appointed Company Secretary GSK from Goldman Sachs where 2007. In addition to this role he
of GlaxoSmithKline plc in he was a Managing Director and was appointed to create and
May 2000 and combined Partner. He has over 25 years lead Core Business Services in
this position with his role as of experience in investment April 2010. He is responsible
Corporate Compliance Officer banking, including most recently for information technology
from April 2006 until his as leader of Goldman Sachs’ across GSK. Bill joined Glaxo
current appointment. European M&A business and in 1994 as Vice President,
before that as head of UK Medical Data Sciences. Prior to
Investment Banking. his current roles, Bill was Senior
Vice President, R&D Information
Technology.
was appointed Chairman of of his leading contribution to Austin LLP and Chief Counsel in December 2010 to act as an
the Board of ViiV Healthcare R&D and industry in Belgium. for the FDA. From 2006–2007 advisor to the CEO in advance
Ltd. with effect from 1st April
he chaired the American of his eventual retirement
2011. He began his career
Bar Association’s Section of from GSK.
with GSK in 1994 in Corporate
Administrative Law, and was
Development before being
previously adjunct scholar at
appointed Finance Director of
the American Enterprise
Europe Pharmaceuticals in 1999.
Institute in Washington, DC.
He was appointed Area Director
for Central Europe in 2003 and
Northern Europe in 2005.
Corporate governance
Dear Shareholder
On behalf of the Board, I am pleased to present the Corporate Governance Report for 2010.
Review of 2010
Although our operating environment remains challenging, I believe that we made significant progress during 2010 in substantially
re-engineering GSK’s business through restructuring and a more rigorous approach to capital allocation. The effect of these changes
also became increasingly evident in 2010 through the delivery of diversified underlying sales growth, increasing pipeline potential
Governance and remuneration P58–P101
and improved cash generation before legal settlements. By becoming a more balanced, synergistic business with a broad and diverse
pipeline generating increasing potential, the Board believes that we can generate increased value for shareholders and deliver even
better outcomes to patients and consumers.
Corporate governance developments
2010 has seen a continuation of reviews and consultations aimed at examining and improving corporate governance arrangements,
predominantly in the light of the recent global financial crisis. GSK has been an active participant in debating the issues raised by these
consultations where they have been relevant to the long term interests of our shareholders. We have also taken the opportunity to review
our board practices and governance procedures against the standards contained in the Financial Reporting Council’s (FRC) updated UK
Corporate Governance Code (updated Code) published in June 2010, formerly the Combined Code on Corporate Governance (Combined
Code). Our review indicated that we are in a strong position to comply fully with its provisions and I will report formally on GSK’s
compliance with the updated Code next year.
Board role and effectiveness
As Chairman, my role primarily is to provide leadership to the Board, necessary to promote the success of the company and create value
for shareholders in the long term, while ensuring that sound effective corporate governance practices are embedded in the organisation
and its decision-making processes.
There are a number of ingredients that make up an effectively functioning board. GSK’s approach is set out in greater detail in the
following Report. A notable example of this in practice has been the exercise by the Audit & Risk Committee of the oversight powers
delegated to it by the Board. The decision to resolve the inherent unpredictability and reduce overall litigation exposure has been a core
focus for this Committee and the Board. The Audit & Risk Committee holds regular dialogue with executive management, who provide
updates on the progress being made to resolve outstanding legal matters. The Board acknowledges that the scale of the legal provisioning
required for 2010 has been significant, but continues to believe it is in the best long term interests of shareholders to resolve such matters.
As usual, we have conducted a rigorous evaluation to test the Board and its Committees’ effectiveness. I am pleased to note the FRC
endorsed in its updated Code the approach of externally facilitated board evaluations being undertaken at least every three years; an
approach that GSK has previously adopted. Details of the latest Board evaluation and the actions that have been identified and agreed
upon to drive standards of Board governance and performance can be found on page 68 of the Report.
Other areas of board practice that I would also like to particularly focus on here are business awareness, succession planning and
shareholder engagement, key areas where we have made good progress during 2010.
Business awareness and succession planning
Each year the Board seeks to further develop its knowledge and understanding of the business and to gain greater visibility of executive
talent and management succession. In 2010 the Board made several visits to some of the Group’s sites and met with key talent and senior
executives.
In March, the Board visited our Vaccines site in Wavre in Belgium to receive an update on the progress of our main vaccines business,
which continues to grow in terms of its contribution to the Group. This included specific briefings on three important vaccine
development programmes; namely MAGE-A3, Synflorix and Malaria. The Board was also very pleased to meet and thank GSK staff at
the site for the extraordinary efforts they had made to enable the Group to respond to the H1N1 pandemic in 2009.
In July, the Board visited GMS and R&D sites in Research Triangle Park and Zebulon in the United States. These visits included briefings with
several Discovery Performance Units, a tour of a pharmaceutical development pilot plant, together with workshops with senior executives.
The Board also held a reception with locally based executives and key talent.
Corporate governance
GSK continues to target growth in Emerging Markets and has established an important new corporate hub for the Group in the Far East
Corporate governance
The Board considers all its Non-Executive Directors to be appropriate, on the financial and operating performance of GSK
independent in character and judgement and free from any and external issues material to the Group’s prospects
business or other relationship which could materially interfere
s EVALUATING PROGRESS TOWARDS THE ACHIEVEMENT OF THE 'ROUPS
with the exercise of their judgement. The Chairman satisfied the
financial and business objectives and annual plans and the Non-
independence criteria on his appointment to the Board.
Executive Directors scrutinising the performance of management
At the date of publication and throughout 2010, a majority of the in meeting these objectives and plans, and
Board members, excluding the Chairman, were independent
s MONITORING THROUGH REPORTS RECEIVED DIRECTLY OR FROM VARIOUS
Non-Executive Directors.
committees, the significant risks facing the Group.
Chairman, CEO and Senior Independent Director
The Board has overall responsibility for succession planning for the
Sir Christopher Gent has chaired the company since 1st January CEO and the other Executive and Non-Executive Directors. The
2005 and was Chairman throughout 2010. His biographical Board has given the CEO broad authority to operate the business
details can be found on page 58. Andrew Witty is the CEO and his of the Group, and the CEO is accountable for, and reports to the
biographical details can be found on pages 58 and 60. Board on, the performance of the business. CET members make
The Chairman leads and manages the Board while the CEO regular presentations to the Board on their areas of responsibility.
manages the Group and implements the strategy and policies The Board Directors meet with all the CET members on an annual
adopted by the Board. The Chairman and the Chairmen of Board basis to discuss and develop proposals collectively in relation to the
Committees communicate regularly with the CEO and other CET Group’s strategy.
members. The division of responsibilities between the role of The Board met six times in 2010, with each member attending
Chairman and the CEO has been set out in writing, agreed by as follows:
the Board and appears in full in the Governance section of the
company’s website. Number of meetings
held whilst a Board Number of
The CEO is responsible for executive management of the Group member meetings attended
and is assisted by the CET. The CET meets at least 11 times per year
Sir Christopher Gent 6 6
and otherwise as necessary.
Andrew Witty 6 6
Under the terms of their engagement, the Chairman and each Julian Heslop 6 6
Non-Executive Director are expected to devote such time as is Dr Moncef Slaoui 6 6
necessary for the proper performance of their duties. Professor Sir Roy Anderson 6 6
Sir Robert Wilson was appointed Senior Independent Director Dr Stephanie Burns 6 6
(SID) on 20th May 2009, following Sir Ian Prosser’s retirement Larry Culp 6 5
from the Board on that date. His responsibilities include the annual Sir Crispin Davis 6 6
evaluation of the performance of the Chairman, the Board, its Sir Deryck Maughan* 6 4
Committees and Directors in collaboration with the Committee James Murdoch 6 6
Chairmen in those years when the process is internally facilitated. Dr Daniel Podolsky 6 6
He is also available as an additional point of contact on the Board Tom de Swaan 6 5
for shareholders. Sir Robert Wilson 6 6
* Sir Deryck was unable to attend two meetings for personal reasons. He
gave his comments to the Chairman on the matters to be discussed in
advance of both meetings.
Corporate governance
Where Directors are unable to attend a Board or Committee The Board has an established procedure for handling situational
Corporate governance
*BOARD
(Chairman, 4 Executive Directors and 9
Independent Non-Executive Directors)
Key
Board Committees
Management Committee
* There have been 4 Executive Directors since the appointment of the Chief Financial Officer Designate on 4th January 2011
(there will be 3 Executive Directors following the retirement of the Chief Financial Officer on 31st March 2011).
Corporate governance
Audit & Risk Reviews the financial and internal reporting process, Independent Non- *4 74-76
the external and internal audit processes, the system Executive Directors
of internal controls, and the identification and
management of risks. The Committee also proposes
to shareholders the appointment, re-appointment
and removal of the external auditors and is directly
responsible for their remuneration and oversight of
their work.
Corporate governance
Evaluation of the Board, Board Committees and Directors There was a high level of confidence in the performance of the
The Board decided in 2009 to undertake an externally facilitated CEO and a strong belief that the Board dynamics facilitated open,
evaluation process every three years, which has since become a honest and constructive discussion of issues. No major changes to
requirement within the UK Corporate Governance Code (updated the Board’s practices and procedures were deemed necessary.
Code). In the intervening period the review will be facilitated by the In terms of the implementation of action points from the previous
SID or the Chairman. The next externally facilitated evaluation will year, the Board:
be undertaken at the end of 2011.
s HAD INCREASED ITS FOCUS ON 2$ ACTIVITIES AND SUCCESSFUL DELIVERY
A reminder of the form the Board evaluation reviews for 2008 and of the pipeline and was pleased with progress from R&D during
2009 had taken, together with the action points agreed is set out the year. Separately, on behalf of the Board, the Remuneration
below. Committee initiated discussions with management and
shareholders over the introduction of more strategically aligned
Method of evaluation Actions and areas of focus
performance criteria for the company’s long term incentive plans.
2008 Dr Long, Boardroom s 5TILISE "OARD AND #OMMITTEE As a result of a successful conclusion to these discussions, the
Review, facilitated this time more effectively and grant of LTI options made in February 2011 was made with two
review facilitate further contribution additional performance criteria, one of which focuses on R&D
by Non-Executive Directors new product performance. For more details, please refer to the
Governance and remuneration P58–P101
Corporate governance
All Non-Executive Directors, including new appointees, are available * Percentage of Ordinary Shares in issue, excluding Treasury shares.
to meet with major shareholders if requested.
The company’s website provides access to current financial and
business information about the Group.
Corporate governance
The Bank of New York Mellon is the Depositary for the company’s Share buy-back programme
ADS, which are listed on the NYSE. Ordinary Shares representing A £12 billion programme of share repurchases commenced in July
the company’s American Depositary Receipt program, which are 2007. Shares costing £6.2 billion were repurchased under this
managed by the Depositary, are registered in the name of BNY programme. No repurchases were made during 2009 or 2010. The
(Nominees) Limited. Details of the number of Ordinary Shares held company announced publicly on 3rd February 2011 that it intends
by the Depositary can be found on page 209. to commence a new long-term share buy-back programme and
The company has not acquired or disposed of any interests in expects to buy-back £1-2 billion of shares in 2011. In the period
its own shares during the period under review. Details of shares 4th February 2011 to 24th February 2011, 10.4 million shares
purchased in prior years, those cancelled, and those held as were purchased at a cost of £123.4 million. The programme covers
Treasury shares are disclosed in Note 33 to the financial statements purchases by the company of shares for cancellation or to be held
‘Share capital and share premium account’. as Treasury shares, in accordance with the authority renewed by
shareholders at the AGM in May 2010, when the company was
Directors and Officers authorised to purchase a maximum of just over 519 million shares.
The interests of Directors and Officers and their connected Details of shares purchased, those cancelled, and those held as
persons in the issued share capital of the company are given in the Treasury shares are disclosed in Note 33 to the financial statements
Remuneration Report (pages 81 to 101). ‘Share capital and share premium account’.
Governance and remuneration P58–P101
The rules about the appointment and replacement of Directors are The exact amount and timing of future purchases, and whether
contained in the company’s Articles of Association. The company’s the shares will be held as Treasury shares or cancelled, will be
Articles must be approved by shareholders in accordance with the determined by the company and is dependent on market conditions
legislation in force from time to time. and other factors.
The Articles provide that Directors may be appointed by an ordinary Donations to political organisations and political expenditure
resolution of the members or by a resolution of the Directors, With effect from 1st January 2009, to ensure a consistent approach
provided that, in the latter instance, a Director appointed in this to political contributions across the Group, GSK introduced a global
way retires at the first AGM following his appointment. policy to stop voluntarily all political contributions.
The Articles also provide that Directors should normally be subject 2010 2009 2008
to re-election at the AGM at intervals of three years or annually if Political donations to: £ £ £
they have held office for a continuous period of nine years or more. EU political organisations – – –
However, the Board has agreed that all Directors will seek either Non-EU political organisations
election or re-election in 2011 in accordance with the updated Code. comprising:
The company’s members may remove a Director by passing an USA – – 319,000
ordinary resolution of which special notice has been given, or by Canada – – 28,000
passing a special resolution. A Director may automatically cease to – – 347,000
be a Director if:
Notwithstanding the introduction of this policy, in accordance
s HESHE RESIGNS with the Federal Election Campaign Act, the company continues
s HESHE OFFERS TO RESIGN AND THE "OARD ACCEPT THAT OFFER to support a Political Action Committee (PAC) that facilitates
s ALL OTHER $IRECTORS BEING AT LEAST THREE IN NUMBER REQUIRE HIM voluntary political donations by eligible GSK employees. The PAC
her to resign. is not controlled by GSK. Decisions on the amount and recipients
of contributions are made by participating employees exercising
s HESHE IS SUFFERING FROM PHYSICAL OR MENTAL ILL HEALTH their legal right to contribute to pool their resources and make
s HESHE HAS MISSED $IRECTORS MEETINGS FOR A CONTINUOUS PERIOD political contributions which are subject to strict limitations. In 2010
of six months without permission and the Board resolves that a total of £531,613 (£540,551 in 2009) was donated to political
he/she shall cease to be a Director organisations by the GSK PAC.
s HESHE BECOMES BANKRUPT OR COMPOUNDS WITH HISHER CREDITORS At the AGM in May 2001, shareholders first authorised the
generally company to make donations to EU political organisations and to
s HESHE CEASES TO BE A $IRECTOR BY VIRTUE OF THE !RTICLES OR THE incur EU political expenditure, under the provisions of the Political
Companies Acts, or Parties, Elections and Referendums Act 2000, of up to £100,000
s HESHE IS PROHIBITED FROM BEING A $IRECTOR BY LAW each year. This authority has since been renewed annually. The
Companies Act 2006 requires companies to continue to obtain
Articles of Association shareholder approval before they can make donations to EU
The powers of the Directors are determined by UK legislation and political organisations or incur EU political expenditure.
the company’s Articles of Association, available on the Governance
section of GSK’s website. The Articles may be amended by a However, the company does not make and does not intend
special resolution of the members. The Directors may exercise all to make donations to political parties or independent election
the company’s powers provided that the Articles or applicable candidates, nor does it make any donations to EU political
legislation do not stipulate that any such powers must be exercised organisations or incur EU political expenditure.
by the members. The Directors have been authorised to issue and The definitions of political donations, political expenditure and
allot Ordinary Shares under current Article 9. The power under political organisations used in the legislation are very wide. In
Article 9 and the authority for the company to make purchases particular, the definition of EU political organisations may extend
of its own shares are subject to shareholder authorities which are to bodies such as those concerned with policy review, law reform,
sought on an annual basis at the AGM. Any shares purchased by the representation of the business community and special interest
the company may be cancelled or held as Treasury shares. groups such as those concerned with the environment, which the
company and its subsidiaries might wish to support.
GSK Annual Report 2010
71
Corporate governance
As a result, the definitions may cover legitimate business activities Internal control framework