Indivior has given Scopia Capital, its biggest investor, a place on its board as part of a governance overhaul by the prescription drugs group.
Jerome Lande, a partner at Scopia, will be one of four new non-executive directors. Scopia is Indivior’s biggest shareholder with a 16.9% stake in the company.
Lande will be joined on the board by Juliet Thompson, a former investment banker and adviser to drugs groups; former GlaxoSmithKline executive Jo Le Couillard; and pharmaceutical industry veteran Mark Stejbach.
They all join with immediate effect and will replace Daniel Tasse, Lorna Parker, Dan Phelan and Tom McLellan, who all joined the company when it was split off from Reckitt Benckiser in 2014. Tasse and Parker will step down at the next annual meeting, Phelan will leave by the end of 2022 and McLellan will serve until November 2023.
The directors presided over a mis-selling scandal that cost Indivior $600m of fines and resulted in its former chief executive, Shaun Thaxter, going to prison in the US. Former chief financial officer Mark Crossley replaced Thaxter in June and Graham Hetherington joined as chairman in November
In November, Indivior settled a case with the US Department of Justice that accused the company of fraudulently claiming its Suboxone Film was better and safer than other opioid addiction treatments. The company also referred patients to doctors it knew to be prescribing opioids in a careless manner, the indictment said.
“After a period of significant strategic change and decisive actions to better position Indivior for future value creation … we are pleased to welcome the new NEDs to the board,” Hetherington said. “Indivior’s board and leadership team are committed to engaging actively with shareholders to better understand their views and we fully support and look forward to Jerome’s perspectives as a representative of our largest shareholder.”
With Lande on the board, Scopia has agreed not to exercise more than 20% of voting rights in the company “from time to time”, to vote for ordinary resolutions recommended by the board and to vote consistently with board recommendations.
Indivior is looking for another, preferably female, non-executive director and will draw up a shortlist in consultation with Scopia.