Hikma Pharmaceuticals Governance Journey

Teaching Note for HBS Case No. 318108. The case opens with Said Darwazah, chairman and CEO of Hikma Pharmaceuticals, the multinational generics company, anticipating the company’s 2017 AGM and reflecting on changes made over the previous year to address concerns expressed by proxy advisors and some shareholders about Hikma’s reliance on a combined chairman/CEO position, the long tenure of some directors, and the company’s approach to executive pay. The case describes Hikma’s origins as a Jordanian pharma company founded by Darwazah’s father in 1978 and traces the evolution of its governance as a private family company, then as a publicly traded company listed on the London Stock Exchange in 2005, and finally as a member of the FTSE 100, beginning in March 2015. Ahead of the 2017 AGM, Darwazah is confident that shareholders will approve changes made to the company’s executive incentive plan (EIP) and steps taken to accelerate the turnover of long-serving directors, but he wonders how much longer the company will be able to continue with a combined chairman/CEO and, more generally, how to marry the high level of governance expected by shareholders with the entrepreneurial spirit that had driven Hikma’s growth and development.