Indivior Annual Report 2023

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FY2023 Annual Report · Indivior

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Transforming
Lives

Annual Report and Accounts 2023

Introduction

Strategic Report

Governance

Financial Highlights

Introduction

A Global Crisis

Social Stigma

Addressing the Challenge

Our Leading Pipeline

Our Culture

Chair’s Statement

Patient Story

Community Advocate Story

Chief Executive Officer’s Review

Chief Scientific Officer’s Review

Our Business Model

Stakeholder Engagement

114

116

145

150

Chair’s Governance Statement

Board of Directors

Executive Committee

Corporate Governance

Remuneration At a Glance

Directors’ Remuneration Report

Directors’ Report

Statement of Directors’ Responsibilities

Financial Statements

152

163

Independent Auditors’ Report

Financial Statements

2020 Resolution Agreement Update and Legacy Legal Matters

Our Sustainability Framework

Managing Indivior’s Business Responsibly

Non-Financial and Sustainability Information Statement

Additional Information

215

217

Information for Shareholders

Publications and Conference Abstracts

Financial Review

Legal Proceedings

Risk Management

Viability Statement

Important Cautionary Note Regarding
Forward-Looking Statements
This Annual Report and Accounts contains certain statements that are
forward-looking. Forward-looking statements include, among other
things, statements regarding the Group’s financial guidance including
operating and profit margins for 2024 and its medium- and long-term
growth outlook; assumptions regarding expected changes in market
share and expectations regarding the extent and impact of
competition; assumptions regarding future exchange rates; strategic
priorities, strategies for value creation, and operational goals;
expected future growth and expectations for sales levels for particular
products; expected market growth rates, growing normalization of
medically assisted treatment for opioid use disorder, and expanded
access to treatment; our product development pipeline and potential
future products, expectations regarding regulatory approval of such
product candidates, the timing of such approvals, and the timing
of commercial launch of such products or product candidates,
and eventual annual revenues of such future products; expectations
regarding future production and costs at the Group’s Raleigh, North
Carolina manufacturing facility; and other statements containing the
words "believe," "anticipate," "plan," "expect," "intend," "estimate,"
"forecast," “strategy,” “target,” “guidance,” “outlook,” “potential,”
"project," "priority," "may," "will," "should," "would," "could," "can,"
"outlook," "guidance," the negatives thereof, and variations thereon
and similar expressions.

By their nature, such forward-looking statements involve risks
and uncertainties as they relate to events or circumstances that
may or may not occur in the future. Actual results may differ materially
from those expressed or implied in these forward-looking statements.
In particular, our actual results, performance or achievements
or industry results could be affected by, among other things:
the substantial litigation to which we are or may become a party; our
reliance on third parties to manufacture commercial supplies of most
of our products, conduct our clinical trials and at times to collaborate

on products in our pipeline; our ability to comply with legal and
regulatory settlements, healthcare laws and regulations, requirements
imposed by regulatory agencies and payment and reporting
obligations under government pricing programs; risks related to the
manufacture and distribution of our products, most of which contain
controlled substances; market acceptance of our products as well
as our ability to commercialize our products and compete with other
market participants; the fact that a substantial portion of our revenue
derives from a small number of key proprietary products; competition;
the uncertainties related to the development of new products,
including through acquisitions, and the related regulatory approval
process; our dependence on third-party payors for the reimbursement
of our products and the increasing focus on pricing and competition
in our industry; unintended side effects caused by the clinical study
or commercial use of our products; our use of hazardous materials
in our manufacturing facilities; our ability to successfully execute
acquisitions, partnerships, joint ventures, dispositions or other
strategic acquisitions; our ability to protect our intellectual property
rights and the substantial cost of litigation or other proceedings
related to intellectual property rights; the risks related to product
liability claims or product recalls; the significant number of laws and
regulations that we are subject to, including due to the international
nature of our business; macroeconomic trends and other global
developments such as the COVID-19 pandemic; the terms of our debt
instruments, changes in our credit ratings and our ability to service
our indebtedness and other obligations as they come due; changes
in applicable tax rate or tax rules, regulations or interpretations
and our ability to realize our deferred tax assets; volatility in our share
price due to factors unrelated to our operating performance; and such
other factors as set out in this Annual Report and Accounts.

Forward-looking statements contained in this Annual Report and
Accounts apply only at the date of this Annual Report and Accounts.
We undertake no obligation publicly to update or revise any forward-
looking statement, whether as a result of new information, future
developments or otherwise.

Millions of people around the world are addicted
to opioids – and it’s tearing their lives apart.

Many turn their backs on those suffering.

Indivior is not a typical pharmaceutical company. Our purpose is to help
change patients’ lives by pioneering life-transforming treatment
for substance use disorders, serious mental illnesses and overdose.

We are helping break the cycle of addiction with evidence-based
medical treatments.

These treatments can help people turn their lives around
and get on the path to long-term recovery.

Our purpose is underpinned by high standards of governance and
compliance. Our commitment to acting responsibly to ultimately create
value for all stakeholders is at the center of our decision-making.

Transforming
Lives

14 Read more about

our patient story

2023 Financial
Results

Net revenue:
$1,093m
(2022: $901m)

Net income:
$2m
(2022: ($53))

Operating loss:
($4m)
(2022: ($85m))

Net revenue
from SUBLOCADE:
$630m
(2022: $408m)

Adjusted
net income:
$223m1
(2022: $169m)

Adjusted
operating profit:
$269m1
(2022: $212m)

Year-end cash
and investments:
$451m2
(2022: $991m)

1. Alternative financial measure. Please refer to the information on p. 56-59 following the caption “Alternative performance

measures (adjusted results)” for a reconciliation to the corresponding IFRS measure.

2. Includes $27m restricted for self-insurance.

Strategic ReportIndivior Annual Report and Accounts 2023A Global Crisis

Addiction is a Global
Human Crisis

Millions of people around the world are addicted
to opioids – and it’s tearing their lives apart.

According to the United Nations, in 2021, approximately 60 million people used opioids for non-medical purposes1,
100 million people suffered from alcohol use disorder2, and 219 million people used cannabis1. In addition to an increase
in people suffering from opioid use disorder (OUD), opioid overdose deaths are also on the rise due to the increased
prevalence of fentanyl and other high potency synthetic opioids.

12 Month-ending Predicted Provisional
Number of Drug Overdose Deaths by
Drug or Drug Class in the U.S.3

48,126

29,689

5,862

2015
January

Alcohol

Opioids

Cannabis

100m

people with
alcohol use
disorder

60m

people used
opioids for non-
medical purposes

219m

users

Amphetamines
& Cocaine

58m

users

110,795

g o

a l d

84,110

76,451

r d o s

O p i o i d o v

p i o i d o

t i c o

1. UNODC, World Drug Report 2023 (United Nations publication, 2023).

2. The Lancet Psychiatry, The global burden of disease attributable to alcohol and drug use in 195 countries

and territories, 1990–2016: a systematic analysis for the Global Burden of Disease Study 2016
(https://www.thelancet.com/journals/lanpsy/article/PIIS2215-0366(18)30337-7/fulltext#%20).

3. CDC National Center for Health Statistics (https://www.cdc.gov/nchs/nvss/vsrr/drug-overdose-data.htm).

s
h
t
a
e
D
f
o
r
e
b
m
u
N

2016
January

2017
January

2018
January

2019
January

2020
January

2021
January

2022
January

2023
January

12-Month Ending Period

Note: Predicted provisional counts represent estimates of the number of deaths adjusted for incomplete reporting.

Strategic ReportIndivior Annual Report and Accounts 2023

Social Stigma

Social Stigma Still Exists

Many people turn their backs on those suffering.

People suffering from addiction and serious mental illnesses are frequently subjected
to stigma, and many remain under-diagnosed, under-treated and under-supported.

8.9 m

Misuse opioids in U.S.
(Total addressable market)

296 million

people worldwide misused drugs, that’s nearly
1 in every 17 people.

UNODC, World Drug Report 2023 (United Nations publication, 2023).

No one is immune from addiction. It can affect men and
women of all ages, races, ethnic groups and educational
levels. It can happen to anyone – a friend, a neighbor,
a coworker, a spouse, a brother, a sister or parent.
No one sets out to become addicted.

Breaking the cycle of addiction with
evidence-based medical treatments
Medication to treat opioid use disorder (MOUD) is a critical
part of the solution to the global crisis.

OUD is a treatable chronic brain disease. While therapy
and rehab are powerful tools in opioid use disorder
and substance use disorder recovery, science shows
that patients who use medication in addition to treatment
experience a higher rate of recovery.

Significant treatment gap
exists in the U.S. today

6.1 m

OUD
diagnosed in
U.S.

1.1 m

Patients treated with
Medication-Assisted Treatment
(MAT) in last 12 months

Raising awareness to overcome barriers
At Indivior, we not only work to expand evidence-based
treatment options for people suffering from substance use
disorder (SUD), serious mental illness and overdose but we
also raise awareness among opinion leaders, policymakers,
patient advocacy groups and the public about addiction as a
chronic, relapsing disease that can be treated with medication.

Unfortunately, most people who could benefit from
medication do not receive it. Overcoming the major
barriers to access is critical to addressing the opioid crisis.

We intend to transform addiction from a global human
crisis to a recognized and treated disease worldwide.
The numbers are staggering. The need is clear. That is
why we place the patient at the center of our decisions.

SAMHSA, Key Substance Use and Mental Health Indicators in the United States: Results from the 2022 National Survey on Drug Use and Health
(https://www.samhsa.gov/data/sites/default/files/reports/rpt42731/2022-nsduh-nnr.pdf).

Strategic ReportIndivior Annual Report and Accounts 2023Addressing the Challenge

Indivior is Addressing
the Challenge

Our company was founded to help combat the opioid crisis,
one of the most urgent public health emergencies of our time.

Indivior is a global leader in addiction treatment and science

Net revenue by geography
$1,093m

U.S.

Rest of world

Net revenue by product

SUBLOCADE (SL)®

Sublingual film (U.S.)

Rest of world

PERSERIS®

16%

13%

25%

58%

84%

As the pioneer in developing MOUD, Indivior has worked for
over 25 years to reduce barriers to access, while advocating
that OUD should be treated like other chronic diseases.

Today, we continue to pioneer innovative, life-transforming
treatments for people with substance use disorder
and serious mental illness. Our vision is that the millions
of people across the globe suffering from these diseases
have access to evidence-based treatment to change lives.

Our global presence

Canada
36

people

U.K.
165

people

EU & Middle East
82

people

Australia
32

people

USA
849

people

Australia

Canada

Finland

France

Germany

Ireland

Israel

Italy

Sweden

United Kingdom

United States

Total

Employees

165

849

1164

Strategic ReportIndivior Annual Report and Accounts 2023Our Leading Pipeline

We are Creating a Pipeline
to Treat Patients

Creating a pipeline for tomorrow
The development of drug addiction occurs in a
chronological sequence spanning the acute reinforcing
effects of the drug, the transition from drug use to abuse,
and the end-stage of addiction that is characterized by loss
of control over drug-seeking and drug-taking. The
temporally sequenced stages of addiction are associated
with adaptive changes in both functional and structural
plasticity of brain synapses. Indivior’s core guiding principle

– focus on patient needs to drive decisions – incentivizes
R&D to fully understand the neurobiological underpinnings
of withdrawal symptoms, drug intake, craving, relapse and
co-morbid psychiatric associations, and to advance
treatment innovation by focusing on the importance of
continuity of care and monitoring patient progress in the
short, medium and long term.

At the heart of research and development (R&D) is an unwavering
commitment to support the patient journey to treatment and recovery.

CommercialLaunch RegulatoryApproval Phase 3Phase 4Phase 2Phase 1PreclinicalTreatment of Opioid Use Disorder RBP-6000 buprenorphine extended-release injection for subcutaneous useTreatment of Opioid Use Disorder Buprenorphine and naloxone SL ﬁlm Treatment of SchizophreniaRBP-7000 Risperidone XR injection for subcutaneous useTreatment for Alcohol Use DisorderDiscontinuedINDV-4002** opioid receptor antagonist naltrexone nasal sprayTreatment of Cannabis Use Disorder AEF0117* cannabinoid-1 receptor synthetic signaling speciﬁc inhibitorTreatment of Opioid Use DisorderINDV-6001** is a sustained-release LAI prodrug of buprenorphineTreatment for Opioid Use DisorderINDV-2000 selective orexin-1 receptor antagonist Treatment for Alcohol Use Disorder INDV-1000*** gamma-aminobutyric acid subtype B (GABAB) positive allosteric modulator (PAM)Treatment for Acute Cannabinoid Overdose INDV-5004@ cannabinoid-1 receptor antagonist Treatment for Opioid Overdose RescueOPNT-003 opioid receptor antagonist nalmefene nasal sprayTreatment of Opioid Use Disorder Buprenorphine SL tabletsTreatment of Opioid Use Disorder Buprenorphine and naloxone SL tablets @ Previously OPNT-004 (Drinabant). * Option to license agreement with Aelis Farma (Indivior has an exclusive option to license this technology). ** Indivior has an exclusive global license agreement (except in China, Hong Kong, Taiwan and Macau) with Alar Pharmaceuticals, Inc. for this technology.** Indivior has an exclusive license agreement with Alar Pharmaceuticals, Inc. for this technology. *** Indivior has an exclusive license agreement with Addex Pharma S.A. for this technology. The arrow placement in the column is not a direct reflection of its progress within the phase. Strategic ReportIndivior Annual Report and Accounts 2023Our Culture

We Act With a Culture
of Integrity

We take building our culture of compliance seriously.

Guiding Principles
We have a special responsibility to the patients we serve
to conduct ourselves at a high level of integrity. As a
business operating in a highly regulated environment,
compliance and conducting our business with integrity
are critical to our long-term success. Our commitment to
strong governance is embedded within a culture focused
on patient needs, patient safety and product quality.

Our people and culture – read more on page 24

Focus on patient needs to drive decisions

Seek the wisdom of the team

Believe that people's actions are well
intended

Care enough to coach

See it, own it, make it happen

Demonstrate honesty and integrity
at all times

Our Global Integrity & Compliance Program

t e n
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a n d a r d s
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Training /
Education

CIC O /
Govern a n c e

P R E VENT

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u nication

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orrective Action

s o f C

O p e n L i n e

“Our employees’ dedication to our patients and Guiding
Principles continue to inspire me. By living out our Guiding
Principles in our day-to-day activities, we foster a culture
that drives sustainable growth to create social value in the
communities we serve.”

Mark Crossley
Chief Executive Officer

Supported by our Guiding Principles, the Indivior Global
Integrity & Compliance Program (IGICP) is based on U.S.,
global regulatory and industry code standards. IGICP
is designed to guide our daily activities and behaviors
with systems, tools and ongoing learning through a cycle
of “Learn, Adjust, Prevent.“ The program is administered

by the Integrity & Compliance (I&C) team who
support business and function owners through
daily application and compliant execution.

Compliance and how we manage our business responsibly – read more on pages 40 to 42.

Strategic ReportIndivior Annual Report and Accounts 2023

Chair’s Statement

Focused on
Long-term
Value Creation

Graham Hetherington
Chair

My Board colleagues and I believe that 2023 was a year of significant
accomplishments toward building a durable enterprise to create sustainable
value for all Indivior stakeholders.

We are, however, highly aware that
2023 presented challenges. Near-term
concerns about ongoing litigation and
payments related to the settlement
of the antitrust multi-district litigation
weighed heavily on the Group’s share
price. While these events were
complex and challenging, resolution
of these legacy issues reduced the
Group’s legal and financial exposure,
allowing for removal of the material
uncertainty about the Group’s ability
to continue to adopt the going
concern basis of accounting.
We believe that proactively settling
this legacy legal matter along with
the strategic accomplishments
we achieved during the year will
be recognized and rewarded over time.
We were very pleased to see the
partial recovery in the Indivior share
price with the release on February 22,
2024, of our strong underlying full-year
2023 results and positive full-year 2024
guidance based on the expected
continued strong progression of
SUBLOCADE net revenue and the
expected resultant margin expansion.
Our confidence in the long-term value
creation potential of the Group is
evidenced in the third $100 million
share repurchase program we initiated
in November 2023.

Further notable 2023 milestones
that will contribute to Indivior’s
future value include:
– The successful consummation
and integration of the Opiant
Pharmaceuticals, Inc., business
and subsequent approval and
launch of Opiant’s lead asset, OPVEE.

– The addition of promising assets
to the Group’s addiction-focused
pipeline. These included
securing global rights to Alar
Pharmaceuticals’ portfolio of
long-acting injectable formulations,
principally ALA-1000, potentially
the first three-month long-acting
buprenorphine injectable for OUD,
and taking full ownership of
INDV-2000, potentially a non-opioid
treatment for OUD based on
selective orexin-1 science.
Both ALA-1000 and INDV-2000
have the potential to be innovative
new treatments for OUD that deliver
on unmet patient needs.

– The transformation of our supply
chain with the acquisition of an
aseptic manufacturing plant.
The addition of this U.S.-based
asset should ultimately help secure
the long-term supply needs
of SUBLOCADE and PERSERIS,
as we continue to grow them
toward their expected NR goals
of >$1.5 billion and $200
to $300 million, respectively.

– Continued strong levels of

investment behind the Group’s
commercialized products, including
expanding SUBLOCADE’s U.S.
commercial reach and building
an entirely new commercial team
for OPVEE.

– The successful listing of Indivior’s

shares on the Nasdaq Global Select
Market and recent initiation of the
process to potentially make the
Nasdaq listing in the U.S. the
Group’s primary listing, if supported
by shareholders.

– Publication of the Group’s second

annual Sustainability Report
covering 2022.

On behalf of the Board I would like
to thank Dan, Lorna and Tom for
their dedication and service to the
Group’s stakeholders and for their
commitment to ensuring a smooth
transition in their important roles.

As we enter our tenth year as a
standalone company, we do so
with good confidence, momentum
and an unwavering focus on patients.

I look forward to reporting on our
2024 accomplishments.

Graham Hetherington
Chair

“As we enter our tenth year as a standalone company, we do
so with good confidence, momentum and an unwavering focus
on patients.”

Graham Hetherington
Chair

In short, we believe we substantially
increased the Group’s potential
for strong earnings and cash flow
generation, while simultaneously
de-risking the enterprise. As we look
forward, in partnership with the
management team, our focus will
be on delivering on the medium-term
profitable growth profile we outlined
at our December 2022 capital markets
day event. Our focus will be to
generate margin expansion and
stronger operating cash flow through
a combination of continued strong
top-line growth and a leverageable
cost base.

With our third $100m share repurchase
program continuing (which
commenced in November 2023), our
near-term capital allocation priorities
will be to maintain financial flexibility
and prove the value of the capital
deployment decisions referenced
above. We do not expect material
business development in 2024.

On October 1, 2023, we effected
the Board’s succession plans and
also made changes to the structure
and composition of the Board’s
committees. These changes reflect
our active evaluation and optimization
of Board expertise to support
Indivior’s strategy. They also reflect
our continued focus on developing
innovative treatments that meet
patient needs, conducting our
business with the highest integrity
and meeting our commitment
to sustainability.

In November 2023, we added a new
Non-Executive Director with the
appointment of Dr. Keith Humphreys,
a leader in the field of clinical
psychology and substance use
disorders. Also, as previously
announced, having served nine years,
Daniel J. Phelan, Senior Independent
Director and Chair of the
Remuneration Committee, and
Lorna Parker, Non-Executive Director,
retired from the Board. Dr. A. Thomas
McLellan, who also had served for nine
years, agreed to remain on the Board
until his successor had been
appointed and a period of transition
had been completed. Following
Dr. Humphreys’ appointment in
November 2023, Dr. McLellan retired
as a Non-Executive Director at the
end of February 2024.

Further, as part of our announced
plans, Juliet Thompson took on the
role of Senior Independent Director
and Jo Le Couilliard assumed the
Chair of the Remuneration Committee.
Finally, as part of the amended
relationship agreement with Scopia
Capital Management, Jerome Lande’s
Board tenure was extended until
December 31, 2024. Scopia remains
one of Indivior’s largest and
longest-tenured shareholders.

As a result of these changes, the Board
has successfully transitioned from 12
to 10 members as of March 1, 2024.
More information on our Board
members and the composition of the
Board’s Committees can be found on
pages 78 to 79 of this report.

Indivior Annual Report and Accounts 2023Strategic ReportPatient Story

Rich’s Story

Transforming the lives of others

Like his father and grandfather,
Rich was a firefighter who always
answered the call for help. During 32
years as a firefighter and paramedic,
including 12 years as a fire chief, he
saved the lives of 15 people, rescued
many more from fires, and delivered
five babies into the world. Today, Rich
is still helping people, but in a very
different way. His personal journey
through addiction and recovery
inspires him to help transform the
lives of others suffering from opioid
use disorder.

Rich’s journey began when he was
prescribed opioid painkillers after
knee replacement surgery. For months
after being discharged from the
hospital, he continued taking the
painkillers. For a while, he was able to
get them easily with phone calls.
Eventually, however, Rich found

himself in a predicament: he was
addicted to the painkillers but lacked
any legal means of obtaining them.
He resorted to theft and spent time
in jail for stealing money to sustain
his drug habit.

After being released, Rich began a
treatment regimen, but often relapsed.
He looks back at that period and
realizes he was experiencing
depression, which got worse
the harder he tried to fix things.
Eventually, he was prescribed
a medication-assisted treatment
that helped transform his life.

Just as he worked hard to be a fire
chief, Rich is now working hard
at an in-patient treatment center,
where he helps others in their
journey through opioid use disorder.

“My father and grandfather ingrained
in me the importance of helping
people,” says Rich. “Many of our
center’s clients are in a similar
situation as I was. I’m excited
to share my story with them.
I hope it will help make a difference
in their own recovery.”

“It allowed me to stay sober
long enough to work on
my mental and physical
issues without getting
sidetracked. Now, I only
think about my future.
Recovery is no longer a
negative thing in my mind.”

Rich

Indivior Annual Report and Accounts 2023Strategic ReportCommunity Advocate Story

Steve’s Story

Transforming lives by breaking down barriers
between patients and law enforcement

Steve understands the role of law
enforcement officers is to serve
and protect. He also believes these
officers can play a critical role in
helping people who have suffered
an opioid overdose.

As the recovery support director with
the Alliance of Coalitions for Healthy
Communities (the Alliance) and a
member of Oakland County,
Michigan’s, crisis response unit, Steve
partners with law enforcement, mental
health and addiction professionals
and patient advocates to help people
suffering from substance use
disorders access treatment.

Steve is pioneering a transformative
approach. Recognizing law
enforcement's core mandate
of service and protection,

Steve advocates for their pivotal
role in aiding those experiencing
opioid overdose.

Steve has been with law enforcement
officials when they’ve utilized rescue
medications to reverse an overdose.
He has also followed up with patients
to help them access the continued
treatment they need.

“We all have a role and a place,”
Steve says about the insights he
provides about SUD while training
officers to respond to overdoses.
“As someone who suffered from
opioid use disorder, alcohol use
disorder and stimulant use disorder,
I can apply my first-hand experience
to help reduce stigma around these
often co-occurring mental illnesses as
well as help confront common stigmas
against law enforcement.”

Steve delivers invaluable insights
during officer training sessions,
fostering understanding and
empathy while combating prevailing
stigmas associated with both SUD and
law enforcement.

Using his extensive engagement with
the recovery community, the Alliance
and law enforcement agencies, Steve
is instrumental in reducing barriers
that hinder understanding and trust
between individuals confronting SUD
and co-occurring mental illnesses
and the officers positioned to guide
them toward recovery. By facilitating
empathetic dialogues, this
collaborative effort has proven
effective in dispelling stigmas,
ultimately leading to profound
transformations in the lives of those
impacted and their communities.

“Through in-depth
conversations
filled with compassion,
humanization and
understanding, this
partnership has been
shattering stigma in both
directions. Our mission
is not solely about
saving lives but also
creating a catalyst for
profound personal
transformations that ripple
through communities,
touching the lives of loved
ones, neighbors and
employers alike.”

Steve

Indivior Annual Report and Accounts 2023Strategic ReportChief Executive Officer’s Review

Strong
Execution on
Our Strategic
Priorities

Mark Crossley
Chief Executive Officer

For Indivior, 2023 was a year of significant progress. We took major steps to develop
innovative prescription treatments for substance use disorders, opioid overdose and
serious mental illness. Based on our achievements in 2023, we enter 2024 – our tenth
year as a public company – as a more durable organization that is well positioned to
create long-term value for all Indivior stakeholders.

Let me begin by highlighting our
financial results. 2023 marked another
year of strong double-digit top-line
growth for Indivior, which comfortably
exceeded the initial guidance we put
in place at the start of the year.
Net revenue of $1,093m increased
21% on the previous year and
surpassed the $1bn mark for the first
time since 2018.

increases of $240m, most of which
went toward the resolution of the
antitrust multi-district litigation.
Adjusted net income1 grew 32%
to $223m. Our adjusted operating
margin1 also improved in the year,
including the impact of approximately
$36m of incremental expenses
from the acquisition of Opiant
Pharmaceuticals, Inc.

As important as our financial
performance was in 2023, it was
our execution against our strategic
priorities, as outlined on page 21, that
continued to solidify our foundation
for long-term profitable growth. During
the year, we took significant steps to
deliver on our strategy to diversify our
growth beyond SUBLOCADE. Most
notable was the completion of the
acquisition of Opiant and subsequent
U.S. FDA approval for OPVEE, our
differentiated opioid overdose rescue
medicine. OPVEE is the only medicine
of its kind specifically labeled for use
against synthetic opioids like fentanyl,
the current leading cause of opioid
overdose deaths in the U.S.

Our reported income for the year
of $2m reflected legal provision

Grow SUBLOCADE® >$1.5bn

Our growth was once again led by
SUBLOCADE, which continues to
shift the paradigm for the treatment
of opioid use disorder ("OUD").
Our key strategic priority is to grow
SUBLOCADE annual net revenue to
more than $1.5bn, and we were
pleased with the excellent progress
we made toward this milestone.
2023 SUBLOCADE net revenue grew
to $630m, representing a 54% increase
on 2022.

With this performance, SUBLOCADE
now represents over half of our overall
net revenue base and is expected
to continue to grow as a proportion
of net revenue moving forward.

We are increasing investment behind
growing SUBLOCADE in the U.S.
Last November we announced that
we are expanding our commercial
capabilities by increasing our field
force and expanding our criminal
justice system team. Additionally, to
support the medical questions and
science behind SUBLOCADE and
addiction, we added new medical
science liaisons.

In part, these efforts reflect our
success since our strategic pivot three
years ago targeting Organized Health
Systems broadly and the justice
system in particular. Additionally, we
now see a significant long-term growth
opportunity to help more patients
following the removal of the DATA-
2000 waiver in the U.S. The removal
of the DATA-2000 waiver is creating
opportunities for alternate sites
of care for buprenorphine-based
long-acting injectables, like SUBLOCADE.

Our alliance with Albertsons, one of
the largest grocery chains in the U.S.,
is the first such alternate site of
care relationship we established.
It currently includes over 1,000 stores
across 18 U.S. states. Supported by the

1. Alternative performance measures (adjusted results). Please refer to the information on pages 56 to 59 following the caption

"Alternative performance measures (adjusted results)" for a reconciliation to the corresponding IFRS measure.

To deliver on our purpose, and achieve our vision, we have identified four strategic
priorities for value creation:

1
Grow
SUBLOCADE®
>$1.5bn

2
Diversify
Revenue

3
Build &
Progress the
Pipeline

4
Optimize
Our Operating
Model

expansion of our field force, we target
smaller, office-based buprenorphine
prescribers for whom a specialty
treatment like SUBLOCADE previously
presented considerable logistic
hurdles. Alternate sites of care,
including Albertsons and potentially
others, can ease the workload for
these smaller healthcare practices and
allow them to expand usage of
buprenorphine-based long-acting
injectables to provide patients the
treatments they need.

2 Diversify Revenue

We launched OPVEE in the U.S. in the
final quarter of 2023. Our current focus
is to lay the groundwork for
commercial success with intensive
policy work to ensure state standing
orders, grants and first responder
protocols are updated to include
OPVEE. These efforts should unlock
expanded experience and usage of
OPVEE moving forward.

We were particularly gratified to be
awarded a supply contract for OPVEE
by the U.S. Biomedical Advanced
Research and Development Authority
("BARDA") for $32m, which based on
certain milestones and other provisions
could be worth over $110m, over the
course of the 10-year agreement,
including compensation for further
studies. Given its differentiated profile
and the scale of the synthetic opioid
overdose crisis, we remain confident
in our peak net revenue goal for
OPVEE of $150m to $250m, with
earnings accretion expected by year
two after launch.

Our diversification efforts through
PERSERIS contributed to our overall net
revenue growth in 2023. While 2023
PERSERIS net revenue was slightly
below expectations, it nonetheless
increased 50% to $42m during the year.
PERSERIS’ differentiation continues to
resonate well with treatment providers,
specifically the achievement of peak
plasma concentrations in four to six
hours, with clinically relevant levels of
risperidone on day one with no loading
or on-top dosing. Our confidence in
achieving peak net revenue of $200m
to $300m remains unchanged. And, as
our 2024 net revenue guidance of $55m
to $65m indicates, we are expecting
another year of progress toward our
goal. Furthermore, at this expected net
revenue level, PERSERIS will begin
contributing to our overall profitability.

We are also pleased to report that our
business outside the U.S. once more
is contributing positively to our overall
net revenue diversification efforts.
This business returned to growth in
2023 based on the progression of new
products, SUBLOCADE and SUBOXONE
film. Growth from these new products
more than offset our legacy tablet
business, which has been in decline for
a number of years due to generic
competition. SUBLOCADE net revenue
from outside the U.S. was $41m in 2023,
an increase of 52% on the previous
year. During 2023, we launched
SUBLOCADE in Germany, adding to
our presence in Australia, Canada, the
Nordic countries and Israel. Looking
forward, we aim to launch SUBLOCADE
in select new countries, ensuring that
we can adequately supply all markets.

Build & Progress
the Pipeline

Along with our commercial
diversification efforts, in 2023 we
acquired promising addiction-related
assets through our connect and
develop R&D model. We also advanced
our existing key asset partnerships.

First, we took full ownership of
INDV-2000 from C4X Discovery; this
oral Orexin-1 receptor antagonist
potentially represents a novel
non-opioid approach for the treatment
for OUD. We also acquired the global
rights to Alar’s ALA-1000, which is
potentially the first long-acting
buprenorphine injectable for OUD that
can be delivered once every three
months. We expect to progress both
assets to Phase 2 clinical trials in 2024.
This accounts for the majority of the
expected step-up in R&D investment
in the coming year.

We also plan on advancing our key
partnered licensed or optioned assets
– AEF0117 for cannabis use disorder
("CUD") with AELIS Farma and INDV-
1000 for alcohol use disorder ("AUD")
with Addex. Focusing on AEF0117, we
are excited about the potential for
this asset. The Phase 2b study has
progressed in line with the expected
timetable, most recently completing a
positive Data Safety Monitoring Board
Review and achieving the Last Subject
First Visit ("LSFV") milestone.

Indivior Annual Report and Accounts 2023Strategic ReportChief Executive Officer’s Review continued

We expect the final Phase 2b report
to be available in the second half
of 2024. Upon review of the report
and subsequent meetings with the
FDA, we will assess the feasibility
of exercising our option for AEF0117
to progress to Phase 3 trials.

We believe that the opportunity for
AEF0117 to help patients struggling
with CUD could be significant. There is
currently no FDA-approved treatment
for CUD, while according to a recent
study in the Journal of the American
Medical Association Network Open1,
21% of cannabis users, estimated at
48.22 million people in the U.S., have
some degree of CUD. As legalized
medical and recreational use of
cannabis is expected to grow, the
prevalence of users is, unfortunately,
also likely to increase.

Optimize Our
Operating Model

Based on our expectations of
continued strong volume growth for
SUBLOCADE long term, we acquired
our own aseptic manufacturing facility
in Raleigh, North Carolina. This
additional manufacturing capacity,
which we anticipate will be
commercially operational by the end
of 2026, will support the expected
future demand for SUBLOCADE and
PERSERIS, and will provide us
additional flexibility for our overall
supply strategy.

This existing facility, with its trained
workforce, will give us increased
flexibility to reconfigure our supply
chain for our long-acting injectable
treatments. We expect to realize
manufacturing savings from this
facility beginning in 2027.

We are committed to compliance
and integrity. Our maturity in this
area grows every year and 2023 was
no exception. We continued to meet
the requirements of our Resolution
Agreement, reached with the
Department of Justice in 2020.
Our work, however, does not stop
there. Our goal is to become an
industry leader in compliance, ethics
and integrity. The Group’s commitment
to meeting this goal over time
is evidenced by the strengthening
of the Board’s Committees to include
a separate Compliance, Ethics
and Sustainability Committee.
This committee has oversight
of the Group’s Global Integrity &
Compliance Program and oversees our
approach to ethical, responsible and
sustainable business conduct.

Alongside our integrity initiatives,
we proactively continued to clear
legacy litigation matters. We settled
the legacy Antitrust MDL matters for a
total amount of $519m. While this
amount was more than we anticipated
compared to our original provision of
$290m, the settlement avoided the
uncertainty of a jury trial. It also
avoided potential damages awards,
which could have threatened our
status as a going concern. As before,
our overriding principle with regard
to ongoing legacy litigation matters is
to provide greater certainty for our
stakeholders. In this way, we can
solely focus on delivering against
our strategic priorities and helping
our patients.

In closing, we remain excited about
Indivior’s future and our potential to
deliver for our patients, communities,
employees and shareholders.
Our aspirations and spirit were
encapsulated in the celebrations
surrounding the additional listing
of Indivior shares in the U.S. on the
Nasdaq Global Select Market in June
2023. This major milestone clearly
demonstrated our continued efforts
to grow awareness of Indivior
and attract investors in our largest
and most valuable market.

To further build on this momentum
in the U.S., we will be initiating the
process for potentially making the U.S.
Nasdaq listing Indivior’s primary
trading venue, if supported by
shareholders. We believe that there
are significant shareholder benefits
to be realized over time by potentially
effecting a primary U.S. listing. Chief
among them is further elevating the
Group’s profile as an addiction
treatment leader in its largest market
and U.S. equity indices inclusion
over time.

In closing, we expect to deliver another
year of strong top- and bottom-line
growth in 2024. Our employees
deserve all of the credit for our
success. Their dedication to our
patients and Guiding Principles
continues to inspire me, and I want
to thank them for their hard work and
drive on behalf of all stakeholders.

Mark Crossley
Chief Executive Officer

Executing clear strategies for value creation

To deliver on our purpose, and achieve our vision, we have identified four strategic
priorities for value creation:

1
Grow
SUBLOCADE®
>$1.5bn

2
Diversify
Revenue

3
Build &
Progress the
Pipeline

4
Optimize
Our Operating
Model

Major FY 2023 Milestones

Diversify Revenue
– Acquired Opiant

Pharmaceuticals, Inc.,
launched OPVEE and
awarded BARDA2 multi-
year contract

– SUBLOCADE ex-US net
revenue $41m, +52% vs
2022; approved in the U.K.
and launched in Germany

– PERSERIS FY 2023 net

revenue of $42m, +50%

– PERSERIS FY 2024 net
revenue guidance of
$55m-$65m, up 43% at
the mid-point from
FY 2023

– Rest of World (ROW) NR

returned to growth

Grow SUBLOCADE
to >$1.5bn
– Total net revenue
of $630m, +54%
vs 2022;
Continued penetration
in Organized
Health Systems

– Total SUBLOCADE

patients1 at the end of
FY 2023 of 136.9k, +66%;
targeting 270k patients

– Justice system

channel represents
approximately 20% of
U.S. net revenue at
year-end

– Alliance with Albertsons

and St. Matthews
Pharmacy for
alternative sites of care
for buprenorphine-
based long acting
injectables

– FY 2024 total net

revenue guidance
of $1,240m-$1,330m, up
18% at the
mid-point from FY 2023

Optimize Operating
Model
– Secured long-term

supply of SUBLOCADE
and PERSERIS by
acquiring an aseptic
manufacturing facility

– Settled legacy antitrust
MDL providing greater
certainty for
stakeholders

– Initiated third $100m
share repurchase
program

– Executed additional U.S.

listing on Nasdaq

– Created separate

Compliance, Ethics
& Sustainability
Committee of the Board

– Published 2022

Sustainability Report

Build & Progress
the Pipeline
– AELIS AEF0117 (CUD3):

Phase 2b study
progression with LSLV
(Last Subject Last Visit)
expected in Q2 2024

– INDV-2000 (OUD4):

Positive end of Phase
1 meeting with the FDA in
Q4 2023 with expected
progression to Phase 2
clinical proof of concept

– Secured global rights to
Alar Pharmaceuticals’
portfolio of
buprenorphine-based
ultra long-acting
injectables (INDV-6001)

– Acquired full ownership

of INDV-2000 from
C4X Discovery

– Collaboration agreement
with Click Therapeutics to
develop prescription
digital therapeutics to
treat substance abuse
disorders, beginning with
CT 102 for OUD

1. www.jamanetwork.com/journals/jamanetworkopen/fullarticle/2808874
2. Substance Abuse and Mental Health Services Administration, “Key substance use and mental health indicators in the United States: Results from

the 2019 National Survey on Drug Use and Health,” Center for Behavioral Health Statistics and Quality, Substance Abuse and Mental Health
Services Administration, Rockville, MD, 2020.

1. Rolling 12-month patients estimate using both Specialty Pharmacy and Specialty Distributor proxy data.
2. BARDA = US Biomedical Advanced Research and Development Authority.
3. CUD = cannabis use disorder.
4. OUD = opioid use disorder.

Indivior Annual Report and Accounts 2023Strategic ReportChief Scientific Officer’s Review

Pioneering
the Science
of Addiction
Medicine

Christian Heidbreder
Chief Scientific Officer

We are progressing therapeutic innovations by understanding the neurobiological
underpinnings of substance use disorders and generating new real-world evidence
to reinforce the importance of continuity of care.

The United Nations estimates that in
2021, 296m individuals worldwide – or 1
in every 17 persons aged 15 to 64 – had
misused drugs at least once in the
previous year. With an estimated 219m
users in 2021, cannabis is the most
commonly used substance followed by
60m opioid users, 36m amphetamines
users, 22m cocaine users, and 20m
methylenedioxymethamphetamine
(MDMA, ecstasy) users.1 Opioids remain
the class of drugs that contribute most
to serious drug-related harm, including
overdose deaths.1

The number of individuals with
a substance use disorder (SUD)
in the U.S. alone for the past year
was 48.7m.2 Of these, 29.5m had an
alcohol use disorder (AUD), 19m had a
cannabis use disorder (CUD) and 6.1m
had an opioid use disorder (OUD).2
Rapid increases in polysubstance
overdose deaths including illegally
manufactured synthetic opioids like
fentanyl have signaled the start of the
“fourth wave” of the overdose crisis.3

Over 90% of all reported opioid
overdose deaths have been connected
to synthetic opioids.4 There have also
been reports of illicit novel synthetic
opioids that are structurally unrelated
to fentanyl (e.g., benzimidazoles such
as clonitazene, etonitazene and
isotonitazene) and that are as or more
harmful than fentanyl.5

Regretfully, it is still difficult to lessen
inequities in treatment participation
and access because of structural
barriers for many suffering from SUD.
This is particularly true for
adolescents, pregnant women
and incarcerated individuals, as well
as those with mental illnesses and
economically disadvantaged people.
For example, just 2.1% of the 29.5m U.S.
adults and children aged 12 or older
who had an AUD in the previous year
received medication to treat their
condition. And only 18.3% of the 6.1m
adults and children aged 12 or older
who had an OUD in the previous year
received medication for opioid use
disorder (MOUD).2

True to our vision and mission, in 2023
our Research & Development (R&D)
and Medical Affairs & Safety
organizations worked to break down
barriers to access for OUD treatment.
As part of this process, it developed
one of the largest evidence-based
understandings of MOUD including
SUBLOCADE Phase IV studies, long-
term collaborations, real-world
evidence studies, externally sponsored
studies, label updates, peer-reviewed
publications and conference
presentations. Outside the U.S., we
have regulatory approvals for
SUBLOCADE in 12 countries: Canada,
Australia, New Zealand, Israel, Sweden,
Finland, Denmark, Norway, Germany,
Italy, Switzerland and the U.K.
Regulatory approval for SUBLOCADE
was obtained in 2023 in the U.K.
We also have regulatory approvals
for SUBOXONE film in 37 countries,
including Canada, Australia, New Zealand,
Israel, all 27 EU Member States, U.K.,
Iceland, Norway, Liechtenstein, Qatar,
Kingdom of Saudi Arabia and the
United Arab Emirates.

Following our acquisition of Opiant
Pharmaceuticals, Inc., in March 2023,
regulatory approval of OPVEE
(nalmefene) nasal spray was granted
by the FDA on May 22, 2023. OPVEE is
used for the emergency treatment of
known or suspected overdose induced
by natural or synthetic opioids in
adults and pediatric patients aged
12 years and older.6 On September 27,
2023, a $32m contract was awarded
by the U.S. Biomedical Advanced
Research and Development Authority
(BARDA) to support a range of studies.
These included FDA-required post-
marketing studies, three-year stability
studies to support shelf-life extension,
and real-world evidence studies.
The contract also supports the
procurement of packaged OPVEE held
as vendor-managed inventory (VMI)
as a medical countermeasure in the
event of a synthetic opioid community
or mass casualty event.

We also made significant progress
in advancing our pipeline. First, we
pursued major collaborative efforts
with Aelis Farma to develop AEF0117,
Aelis’ first-in-class synthetic signaling
specific inhibitor (SSi) engineered to
modulate the cannabinoid type 1 (CB1)
receptor (CB1-SSi) for the treatment
of CUD. Aelis’ clinical Phase 2B trial,
which aims to demonstrate the clinical
efficacy and safety of AEF0117, is on
track to deliver results in the third
quarter of 2024. Second, on October 11,
2023, we acquired the exclusive global

rights to develop, manufacture and
commercialize Alar Pharmaceuticals
Inc.'s, portfolio of long-acting
injectable formulations of
buprenorphine. This portfolio includes
the three-month injectable candidate
ALA-1000 (now INDV-6001) for the
treatment of OUD. Third, on August 1,
2023, we acquired full ownership of
INDV-2000 (selective orexin-1 receptor
antagonist for the non-opioid
treatment of OUD) from C4X Discovery.
The development plans for INDV-2000
were successfully discussed during an
end-of-Phase 1 meeting with the FDA
on November 3, 2023, paving the way
for the initiation of a clinical Phase 2
proof-of-concept study in 2024. Fourth,
efforts to support INDV-1000 (GABAb
positive allosteric modulator for the
treatment of AUD) have resulted in
the selection of two lead compounds
and one backup molecule for
comprehensive in vitro and in vivo
characterization. Fifth, a collaboration
with the National Center for Advancing
Translational Sciences (NCATS) is
enabling us to optimize a drug product
formulation of INDV-5004 (drinabant,
a CB1 receptor antagonist for the
treatment of acute cannabinoid
overdose) and conduct toxicology and
safety IND-enabling studies. Lastly, on
September 7, 2023, we executed a new
collaboration agreement with Click
Therapeutics for the development
and commercialization of prescription
digital therapeutics to treat OUD.

Christian Heidbreder
Chief Scientific Officer

1. UNODC, World Drug Report 2023 (United Nations publication, 2023).
2. Substance Abuse and Mental Health Services Administration. (2023). Key substance use and mental health indicators in the United States: Results
from the 2022 National Survey on Drug Use and Health (HHS Publication No. PEP23-07-01-006, NSDUH Series H-58). Center for Behavioral Health
Statistics and Quality, Substance Abuse and Mental Health Services Administration. https://www.samhsa.gov/data/report/2022-nsduh-annual-
national-report.

3. Friedman, J, Shover, CL. Charting the fourth wave: Geographic, temporal, race/ethnicity and demographic trends in polysubstance fentanyl

overdose deaths in the United States, 2010–2021. Addiction. 2023. https://doi.org/10.1111/add.16318.

4. Ahmad FB, Cisewski JA, Rossen LM, Sutton P. Provisional drug overdose death counts. National Center for Health Statistics. 2023.
5. Vandeputte MM, Van Uytfanghe K, Layle NK, St Germaine DM, Iula DM, Stove CP. Synthesis, Chemical Characterization, and μ-Opioid Receptor

Activity Assessment of the Emerging Group of "Nitazene" 2-Benzylbenzimidazole Synthetic Opioids. ACS Chem Neurosci. 2021 Apr 7;12(7):1241-1251.
https://doi.org/10.1021/acschemneuro.1c00064.

6. Label (fda.gov)

Indivior Annual Report and Accounts 2023Strategic ReportOur Business Model

Building a Better
Future for Patients

Guided by our purpose, inspired by our people and culture and informed by
our expertise, insight, innovative science, stakeholder relationships, we aim
to address patients’ unmet needs around the world.

Purpose
Our purpose is to pioneer
life-transforming treatment.

Vision
Our vision is that the millions of
people across the globe suffering
from substance use disorders,
serious mental illness or
overdose have access to
evidence-based treatment to
change lives.

Mission
Our mission is to be the global
leader that is a pioneer in
developing innovative prescription
treatments for people suffering
from substance use disorders,
serious mental illness
and overdose.

Governance
We recognize the importance
of a strong governance
and compliance framework
which supports the business
and facilitates good
decision making.

Our strengths

Highly skilled and knowledgeable people
We have an able workforce and management team with
a deep understanding of patient needs and a strong
commitment to improving patient lives.

Culture
Based on a clearly defined set of Guiding Principles, our
culture is a key competitive advantage, enabling Indivior to
drive sustainable and strategic business growth and create
social value.

Product portfolio
Our product portfolio is focused on helping to meet adult
patient needs in addiction, schizophrenia and overdose.

Capital base
Indivior employs disciplined asset allocation. We focus
on retaining a robust capital base to enable flexibility in
addressing legal matters, agility in managing unknown market
impacts and the ability to pursue identified growth and
diversification opportunities.

We develop, produce and market evidence-based treatments
to help patients suffering from substance use disorders,
serious mental illness and overdose.

Guiding Principles

Guiding Principles – read more on page 10

How we do it

How we
generate value

Our strategic
priorities

Stakeholder
engagement
Strong and enduring
relationships with
key stakeholders

For more information see Page 26

Research and
development
World-class
treatment innovation

Manufacturing
Producer of high-
quality medicines

Our stakeholders are
fundamental to who we are and
how we operate. The perspectives
and priorities of our stakeholders
help to inform our decision-
making and, in turn, support
progress toward realizing our
purpose, vision and mission.

Advance treatment innovation by
developing new patient-focused
treatments. We aim to expand the
scope of the treatment the Group
provides to help address
addiction and the co-occurring
disorders of addiction.

Improve the lives of patients
through an uninterrupted supply
of high-quality products.

Sales and
marketing
Carefully managed
compliance and adherence
to good practice

Deliver high-quality products
and accurate information and
maintain strong and credible
relationships with customers
and key stakeholders.

Operational
discipline
Effectively managing
our business

Effectively managing our
business and assets to enable
reinvestment and meet
stakeholder obligations.

1
Grow
SUBLOCADE®
>$1.5bn

2
Diversify
Revenue

3
Build &
Progress the
Pipeline

4
Optimize
Our Operating
Model

Sustainability
We believe our business is a force for positive
change in society. We seek to create value for all
stakeholders. We believe we must do this in a way
that is sustainable, by advancing the science of
medicine and treatment while protecting natural
and human resources.

Sustainability – read more on page 34

Meeting patient needs
Leveraging a deep understanding of patient needs,
Indivior is committed to addressing the global
addiction crisis by expanding the availability
of evidence-based treatments, enhancing
treatment access and leveraging our scientific
expertise to develop new treatments.

Indivior Annual Report and Accounts 2023Strategic ReportStakeholder Engagement

Understanding Our
Stakeholders

Our stakeholders – from employees, patients, healthcare providers and the greater
community, to suppliers, policymakers and civil society – are fundamental to how
we operate and to who we are.

We believe ongoing engagement with our stakeholders
is fundamental to developing and maintaining a robust,
sustainable and successful business.

The perspective and priority areas of our stakeholders
help to inform our decision-making and, in turn, help
us to make progress toward realizing Indivior’s purpose,
vision and mission.

Indivior regularly reviews its understanding of each
stakeholder group and priority areas, and the team’s efforts
to identify further opportunities to strengthen and learn
from these relationships. Indivior employs experienced and
qualified individuals to conduct its stakeholder engagement
activities. These employees include members of the
governance, investor relations, government affairs, advocacy
and communications teams, supported by external advisors.

INSUPPORT

During 2023, INSUPPORT® Community Reentry
Program (“CRP”) reached a celebrated milestone
of receiving over 100 program enrollments.
INSUPPORT was created to provide information
aimed at helping eligible patients with the process
of obtaining Indivior medicines and to enhance our
existing patient transition of care offerings. CRP was
designed for patients released from the criminal
justice system (“CJS”) who are experiencing a gap
in insurance coverage. Eligible patients may receive
up to two months of SUBLOCADE® (buprenorphine
extended-release) subcutaneous injection at no cost
while awaiting reinstatement of health insurance.

INTO LIGHT
In 2023 Indivior supported the INTO LIGHT Project.
The purpose of the INTO LIGHT Project is to change
the conversation about substance use disorder (SUD)
and to erase the stigma surrounding the disorder.
Founded by Theresa Clower, who lost her son to the
opioid crisis, the organization uses art (graphite
drawings) and narratives, to portray lost loved
ones who suffered from SUD. Clower aspires to
draw their portraits, tell their stories and start a
dialogue around the disease to reduce the judgment
of those with SUD.

Portrait title: Devin Hart Bearden
Portrait artist: Theresa Clower

“We must learn to see people with substance
use disorders as human beings and
understand that addiction is a disease like
hypertension and cancer – something that
needs treatment and compassion. Art can
help us do that. Art crosses boundaries that
are impassable in real life… Art opens the
door for empathy and for overcoming the fear
and shame that are so commonly encountered
with addiction and overdose.”

Nora Volkow
M.D., Director, National Institute on Drug Abuse,
National Institute of Health, in INTO LIGHT
catalogue foreword.

Section 172 Statement
Section 172 of the Companies Act 2006 requires each
Director of the Company to act in the way he or she
considers, in good faith, would most likely promote
the success of the Company for the benefit of its
members as a whole.

In this way, Section 172 requires a Director to have
regard, among other matters, to the:

– likely consequences of any decisions in the long term;

– interests of the Company’s employees;

– need to foster the Company’s business

relationships with suppliers, customers and others;

– impact of the Company’s operations on local

communities and the environment;

– desirability of the Company maintaining a reputation

for high standards of business conduct; and the

– need to act fairly between members of the Company.

In discharging its Section 172 duties, the Board has
regularly considered the factors set out above and
the views of key stakeholders and applied this
information in its decision-making. Examples include
Board members hosting employee engagement
events and a U.S. physician attending a Board
meeting to share her perspectives on treating
patients suffering from SUDs.

The Board acknowledges that some decisions will
not necessarily result in a positive outcome for all
of Indivior’s stakeholders. However, by considering
the Company’s purpose, mission, vision and
commitment to responsible business, together with
its strategic priorities and process decision-making,
the Board aims to ensure that its decisions are in
the best interests of the Company and its
stakeholders. Further information regarding the
principal activities and decisions taken by the Board
during the year can be found in the section titled
“Principal Activities” on pages 86 to 87.

The key themes and strategies highlighted within
this report section will be continued into 2024.
The increased emphasis on sustainability reporting
which began in 2022 with the publication of Indivior’s
first Sustainability Report will be continued in 2024
with the publication of a third report.

Indivior Annual Report and Accounts 2023Strategic ReportStakeholder Engagement continued

The following table summarizes Indivior’s key stakeholders, their key areas of interest, why each group matters to everyone
at Indivior, how engagement activity is conducted, stakeholder engagement highlights in 2023, the involvement of the Board
in Indivior’s stakeholder engagement and how the Board applied this in its decision-making processes. Further information
is also available on page 89 of this report and within Indivior’s latest Sustainability Report.

Patients
Our vision is that millions of people across
the globe suffering from substance use disorders,
serious mental illness or overdose have access to
evidence-based treatment to change their lives.

Healthcare providers
(HCPs)
Addiction and mental health are uniquely
challenging treatment spaces.

Key stakeholder issues
– Access to treatment and support.
– Product pricing and availability.
– Product safety and efficacy.

Key stakeholder issues
– Product safety and efficacy.
– Accurate and up-to-date information about Indivior’s products.

Key issues for Indivior
– Advocacy activities to support Indivior’s vision.
– Ensuring evidence-based treatment for substance use disorders,
serious mental illness and overdose is available to everyone who
needs it.

– Providing treatment distribution through responsible HCPs.
– Breaking down barriers to care so more patients have access to the
evidence-based treatment they need on their recovery journey.
– Expanding the U.S. go-to-market capabilities to continue growth in

organized health systems.

How Indivior engages
– Adhering to regulatory requirements (for instance product

labelling and information).

– Campaigning and lobbying with other interested parties

to increase access to treatment.

– Monitoring HCPs that dispense its treatments

to patients in North America.

Key issues for Indivior
– Responsible pricing, marketing and distribution supported

by internal compliance activities.

– Pioneering, producing and marketing evidence-based

innovative treatments for substance use disorders and
serious mental illness.

– Ensuring that evidenced-based treatments are available to
greater numbers of HCPs and patients around the world.

How Indivior engages
– Responsible and compliant sales, marketing and

communication activities.

– Supporting regulatory and legislative developments to improve
treatment access for patients and enable HCPs to care for more
patients when they decide to seek help.

Board involvement highlights
– Monitoring compliance information concerning product marketing,

Board involvement highlights
– The Board, supported by the Science Committee, oversees Indivior’s

product communications and distribution.

research and development strategy and the setting of goals
and objectives.

– The Board, supported by the Science Committee, oversees Indivior’s

pipeline development program.

2023 highlights
– Continued advocacy for expanded treatment funding for MOUD within the

2023 highlights
– Indivior field personnel continued to interact with HCPs focused

criminal justice system.

– Reached 100th patient milestone within the InSupport program for patients

re-entering their community from the criminal justice system.

– Indivior increased access to SUBLOCADE through agreement with Albertsons,

one of the largest food and drug retailers in the U.S.

– The team in France updated the SUBUTEX packaging to include QR codes

so patients could quickly access useful information.

on our therapeutic areas of interest and their staff within healthcare
institutions, offices, treatment centers and criminal justice systems
across the U.S.

– Indivior personnel attended key national and regional conferences
to engage with the community on our therapeutic areas of interest.

Workforce
Indivior has a diverse and inclusive workforce with a
shared commitment to its vision and patients.

Current and potential shareholders and
capital providers
Indivior’s relationships with its capital providers
are a key element to the stability and long-term
success of the business.

Key stakeholder issues
– A shared commitment to Indivior’s purpose, vision and mission.
– A diverse and inclusive workplace featuring flexibility, responsible

business practices and clear communication channels.

– Comprehensive provision of training, development

and learning opportunities.

Key stakeholder issues
– Effective strategy and business model.
– Financial and share price performance.
– Optimal capital allocation and effective risk management.
– Governance, compliance, quality of leadership, succession planning

and transparency.

– Workforce terms, conditions and remuneration levels.

– Sustainability approach and performance.

Key issues for Indivior
– Recruitment and retention of talent to enable the achievement

Key issues for Indivior
– The Board has a fiduciary duty to communicate and receive feedback

of Indivior’s vision and purpose.

– Maintenance of an optimal workplace culture to enable innovation

from shareholders and other capital providers concerning
Indivior’s performance.

and personal and business success.

– Regular dialogue facilitates market understanding and awareness

– Maintenance of a diverse and inclusive workplace.

of the Group’s strategic progress and financial performance.

– Indivior is subject to legal and regulatory obligations that require
the Board and the management team to regularly report and
communicate its financial and non-financial performance.

How Indivior engages
– Annual culture surveys.
– Regular dialogue led by the HR team about diversity and inclusion matters.
– Frequent “Town Hall” events hosted by the senior management team.
– A Company-wide “Culture and Inclusion Champions” network.
– Annual personal development reviews (“PDRs”) for all employees.
– Regular training and development activity tailored to

How Indivior engages
– Dedicated investor relations, finance, governance and

communications functions.

– A corporate website with a dedicated investor relations section
which includes detailed financial and governance information.
– Quarterly results presentations and regular dialogue with existing

and potential interested stakeholders.

departmental requirements.

– Regular dialogue with interested stakeholders about Indivior’s

– A dedicated intranet site for internal communications where
employees are featured and departments share content.

– Communications about share plans and performance incentives.

approach to sustainability.

– Frequent dialogue with financial analysts.

Board involvement highlights
– Workforce matters are considered by the Board and decisions take

into account their impacts on the workforce (see page 88 for
further information).

– Board members interact with the workforce at employee

engagement events.

Board involvement highlights
– Indivior’s Annual General Meeting (“AGM”) was held in central
London in May 2023 and was attended by the entire Board.

– Indivior’s Chief Executive Officer, Chief Financial Officer and other

senior management attended several investor and financial
presentations and meetings throughout the year.

– The Board, supported by the Remuneration Committee, review

– The Senior Independent Director serves an intermediary for the other

workforce remuneration arrangements and related policies and their
alignment with Indivior’s culture and executive remuneration.
– The Board oversees and supports the senior management team

in the maintenance of Indivior’s culture and welcoming workplace.

Directors and shareholders when required.

2023 highlights
– Awarded the ‘Great Place to Work’ accreditation

in seven countries in which the business operates.

2023 highlights
– Presented at several healthcare conferences organized

by the investment and financial communities.

– Named Best Workplaces in Biopharma in Fortune Magazine.
– Earned Top Workplace honors from the Richmond

– Successful additional U.S. listing on Nasdaq.
– Ongoing dialogue with the investment community about Indivior’s

Financial Issues Times-Dispatch.

– The quarterly global town hall program hosted by senior management
was well-attended and produced positive post-event survey feedback.
– Best-ever results in the independently conducted 2023 culture survey.

approach to sustainability matters.

– Published second annual Sustainability Report.

Indivior Annual Report and Accounts 2023Strategic ReportStakeholder Engagement continued

Suppliers and
distributors
Indivior has a small supply chain which is critical to
effectively conduct its day-to-day business.

Communities
Indivior recognises its responsibility to work with
community organizations and patient advocacy
groups to raise awareness of the global addiction
crisis and to support their activities.

Regulators and professional advisors
Indivior works closely with this group of stakeholders
to ensure compliance at all times with the relevant
regulatory and legal requirements that relate
to its activities.

Media
Our stakeholders require up-to-date, timely,
complete and accurate information about Indivior
and its products and science.

Key stakeholder issues
– Product quality requirements and terms of business.
– Contractual terms and payment timings.
– Product pipeline and development plans.
– Tender process details.
– Climate change information.

Key stakeholder issues
– Reputation as a reliable community citizen and partner.
– Role in addressing the global addiction crisis and mental

health issues.

– Support and work with patient advocacy groups, NGOs

and charities that support people who are affected by addiction
and mental illness.

Key issues for Indivior
– Product quality is essential for regulatory and compliance purposes

Key issues for Indivior
– Indivior believes that it is important to work in partnership with

and to ensure patient safety.

– A reliable supply chain is critical to the effective and regular

distribution of treatments.

– It will be necessary to work closely with suppliers to collect Indivior’s

Scope 3 emissions data.

community stakeholders to increase understanding of the global
addiction crisis, overdose and mental health issues.

– Indivior builds relationship with community organizations aligned
to our mission to reduce stigma and break down barriers to care.

– Indivior supports organizations that help educate communities
on the deeply stigmatized patient populations suffering from
substance use disorder, serious mental illness and those
in need of overdose rescue.

How Indivior engages
– Regular dialogue takes place between Indivior and its key suppliers

concerning production matters and Indivior’s requirements.

– Dedicated Indivior supplier management team.
– Written information about matters such as tenders, terms of business,

contractual terms and payment timings.

– Indivior’s Third-Party Code of Conduct.

How Indivior engages
– Dedicated Global Impact function.
– Advocacy activities in partnership with a variety of

interested stakeholders.

– Financial support for projects which relate to Indivior’s purpose

and vision.

Key stakeholder issues
– High product quality standards as required by regulators.
– Responsible marketing and distribution activities.
– Pricing responsibly.
– Adherence to applicable laws and regulations, including those

relating to taxation and listed companies.

– Adherence to the 2020 Resolution Agreements.

Key issues for Indivior
– Indivior’s license to operate and maintenance of its reputation

with its stakeholders depends on its compliance with the relevant
regulatory and legal requirements.

– Regular engagement with this group of stakeholders to ensure
that they have a good understanding of Indivior’s business and
compliance activities.

– All members of Indivior’s workforce should understand its legal and
regulatory obligations and how and when to address any concerns.

Key stakeholder issues
– Accurate and timely news and information about Indivior’s activities.
– Points of contact for further information and clarification.

Key issues for Indivior
– Dissemination of accurate and timely news and information

about Indivior’s strategy, activities and results.

– Working with the media to develop Indivior’s reputation and

stakeholder understanding of its objectives.

How Indivior engages
– Distribution of information about Indivior’s approach and performance

concerning compliance and governance matters.

– Regular engagement with governments and regulators.
– Regular dialogue with Indivior’s workforce about compliance matters

How Indivior engages
– Distribution of news and information in a timely manner.
– Experienced and dedicated corporate affairs team which

was expanded in 2023.

– Corporate website including section for press releases,

and regular training and educational information.

Company statements and Company news.

– Indivior EthicsLine.

Board involvement highlights
– Purchase of Raleigh, NC, manufacturing facility to secure long-term

Board involvement highlights
– Monitored compliance information about Indivior’s

Board involvement highlights
– Regular review of the integrity compliance dashboards which

Board involvement highlights
– Monitoring Indivior communications activity particularly relating

production and supply of SUBLOCADE and PERSERIS.
– Received updates on the status of the supply chain.

2023 highlights
– Purchase of Raleigh, NC, manufacturing facility.
– Consideration of key suppliers as part of the ongoing assessment

of business continuity risks.

– Updated Indivior’s Third-Party Code of Conduct.
– Ongoing dialogue with key suppliers with the aim of expanding

Indivior’s Scope 3 reporting.

community activities.

illustrates performance across all program area.

to reputation.

2023 highlights
– Ongoing cooperation and collaboration with patient advocacy

organizations and medical bodies to provide education on OUD
and treatment options.

– Continuation of the Indivior volunteer policy which enables

employees to take paid time off to engage in volunteering activities.

2023 highlights
– The management team believes Indivior has continued to meet

2023 highlights
– Held media roundtable to help inform journalists about substance use

all requirements under the three agreements signed with the U.S.
authorities in July 2020, including the filing of all scheduled
and ad hoc reporting and notifications.

disorder and science behind recovery.

– Earned media coverage in over 80 print publications and over

140 print publications.

Indivior Annual Report and Accounts 2023Strategic ReportStakeholder Engagement continued

2020 Resolution Agreement Update and Legacy Legal Matters

Legislators, governing bodies
and policy makers / influencers
The escalating opioid crisis calls for relationships
between Indivior, legislators, governing bodies and policy
makers so patients have access to evidence-based
treatments along their recovery journey.

Key stakeholder issues
– Solutions to the opioid epidemic.
– Access to evidence-based treatment for patients in need.
– Reducing the stigma surrounding patients suffering from addiction,

overdose and serious mental illness.

– Preparedness efforts against the opioid overdose emergencies.

Key issues for Indivior
– Ensuring patient access to evidence-based treatment for overdose

rescue, substance use disorder and serious mental illness.
– Understanding funding sources to ensure funding prioritizes

treatment for patients who need it.

– Building relationships in the criminal justice system so people
involved with the criminal justice system do not experience
a lapse in care.

How Indivior engages
– Indivior drives advocacy attention to the policy issues created

by stigma and urges change.

– Indivior campaigns and lobbies with other interested parties

to increase access to treatment.

2023 highlights
– Expanded state standing orders to improve access to emergency
treatment of known or suspected overdose induced by natural or
synthetic opioids.

– Indivior’s CJS team has created SUBLOCADE access in over

300 corrections facilities across the U.S.

– Entered a contract with BARDA as part of national preparedness
efforts to help save lives during opioid overdose emergencies,
to support the pediatric development and to procure doses
of OPVEE (nasal nalmefene spray).

Commitment to
Transparent Disclosure

Indivior is committed to conducting timely, transparent disclosure of all
material matters which are relevant to its shareholders and stakeholders.

Part of that responsibility
is to continue to provide our
stakeholders with a transparent
update in relation to the Resolution
Agreement with the U.S. Department of
Justice (“DOJ”) in 2020 and legacy legal
matters. They relate to activities that
occurred several years ago.

The 2020 DOJ Settlement
In 2020, Indivior and certain of its
subsidiaries reached agreements with
the DOJ, the U.S. Federal Trade
Commission (“FTC”), the U.S. Attorney’s
Office for the Western District of
Virginia, and U.S. state attorneys
general. The agreements resolved
potential criminal and civil liability
arising from an indictment brought
in 2019 by a grand jury in the Western
District of Virginia, civil lawsuits in
which the DOJ partially intervened,
and an investigation by the FTC,
all of which generally concerned
Indivior’s marketing and promotion
of SUBOXONE film.

As part of our agreement with the DOJ
(the “Resolution Agreement”), a wholly
owned subsidiary of Indivior PLC
pleaded guilty to a single count
of making false statements relating
to healthcare matters in 2012 and
was excluded from participating in
government healthcare programs.
The exclusion did not pertain to the
rest of the Group and did not limit
access to our medications for patients
in the U.S. The DOJ dismissed all
charges in the 2019 indictment against
the rest of the Group, and the Group

agreed to make payments over time
to federal and state authorities
totaling $600m.

Compliance measures,
FTC Stipulated
Order, and Corporate
Integrity Agreement
Indivior also agreed to significant
compliance and reporting obligations
under (i) the Resolution Agreement, (ii) a
stipulated order with the FTC (the “FTC
Stipulated Order”) and (iii) a Corporate
Integrity Agreement (“CIA”) between
Indivior Inc. and the Office of Inspector
General of the U.S. Department of Health
and Human Services. The Resolution
Agreement generally concerns Indivior’s
sales and marketing practices and
requires an annual certification by the
Chief Executive Officer to the DOJ about
compliance activities, as well as an
annual resolution from the Board of
Directors that it has reviewed the
effectiveness of Indivior’s compliance
program. The CIA requires, among other
things, that Indivior Inc. engages an
Independent Review Organization and
a Board Compliance Expert to assess
Indivior Inc.’s compliance program
and compliance with CIA requirements,
and implements measures designed
to ensure compliance with the statutes,
regulations, and written directives of U.S.
Medicare, U.S. Medicaid, all other U.S.
Federal healthcare programs, and the
U.S. Food and Drug Administration.

We have and continue to comply with
our reporting obligations under each
of the agreements, and to make
investments in Indivior’s Global

Integrity & Compliance Program (IGICP)
to promote compliance and drive
continuous learning and evolution
of an effective compliance program.

Settlement of certain
legacy legal matters
During 2023, Indivior announced
that its subsidiary, Indivior Inc., had
reached three separate agreements
to resolve claims made in the
In re SUBOXONE Antitrust Litigation
multi-district litigation (“the Antitrust
MDL”) by three separate groups of
plaintiffs: (1) various states and the
District of the Columbia (together, the
“States”), (2) end payors and (3)
direct purchasers.

In connection with those agreements,
Indivior took a charge of $228m in
the third quarter of 2023, which was
excluded from adjusted earnings.
This charge represents the additional
amount above the amount of $290m
provided in the 2022 accounts in
relation to the Antitrust MDL, and
reflects the total charge of the three
settlement agreements with the
States, end payors and direct
purchasers. As part of the settlement
agreement with the States, Indivior
agreed to certain notice provisions
and restrictions similar to those
in the FTC Stipulated Order.

The resolution of the Antitrust MDL
litigation, which was initially filed over
a decade ago, provides greater certainty
for all Indivior stakeholders. It removes
the previously disclosed 2023 material
uncertainty related to Indivior’s going
concern basis of accounting.

Indivior Annual Report and Accounts 2023Strategic ReportOur Sustainability Framework

Managing Indivior’s Business Responsibly

Our Sustainability
Framework

Managing Indivior’s
Business Responsibly

Our vision is that the millions of people across the globe suffering from
substance use disorders, serious mental illness or overdose have access
to evidence-based treatment to change lives.

Transform
patient lives

Prioritize
our people

Conduct
business with
integrity

Address our
environmental
responsibilities

Provide
our products

See page 37

See page 40

See page 43

See page 45

Strategy and policy

Management systems and processes

Performance measurement and monitoring

Stakeholder engagement

W
h
y

W
h
a
t

H
o
w

R
e
p
o
r
t
i
n
g
b
y

Indivior’s purpose is to create positive
societal change by developing,
producing and promoting treatments
that assist individuals with substance
use disorders, severe mental illness
and overdose.

Indivior conducts these activities
while striving to create value for
its stakeholders, such as patients,
the workforce, current and potential
investors and suppliers. Indivior’s
management team recognizes that
these activities must be conducted
sustainably and responsibly
at all times.

– Maintenance of Indivior’s excellent
environmental, health and safety
and product safety record with
no material incidents reported
in 2023.

– Performance of a quantitative

climate change risk assessment
supported by third-party advisors
in 2023, following the performance
of a qualitative assessment in 2022.

– Establishment of the Compliance,

Ethics & Sustainability Board
Committee in 2023 and the
Sustainability Committee in 2022
comprising all members of Indivior’s
Executive Committee.

Recent highlights
– Indivior became a participant in the

UN Global Compact in 2022.

– Achievement of the Great Place to
Work Certification in 2022 and 2023
in seven countries including U.S.,
Canada and U.K.

– The introduction of internal

quarterly Scope 1 and 2 greenhouse
gas emissions reporting to the
Sustainability Committee in 2023.

– Initiation of a plan to convert

Indivior’s leased fleet to hybrid
powered vehicles in 2023. This will
be progressed significantly in 2024.

– Publication of Indivior’s first
Sustainability Report in 2022
and a second in 2023 in line with
the Global Reporting Initiative
(“GRI”) reporting framework.

Indivior Annual Report and Accounts 2023Strategic Report
Managing Indivior’s Business Responsibly continued

Alignment with the UN Sustainability
Goals (“UN SDGs”)
Alignment with the 17 UN SDGs is one important way
that Indivior monitors and prioritizes its ESG and
sustainability activities. Indivior began mapping its ESG
and sustainability activities to the SDGs in 2021 and
deepened this exercise in 2023 by disclosing more data
points within the latest Sustainability Report.

SDG 3: Good Health and
Well-Being

Relevant SDG targets
3.5 Strengthen the prevention and
treatment of substance abuse,
including narcotic drug abuse,
and harmful use of alcohol.

Why Indivior selected this topic
Target 3.5 is directly aligned with
Indivior’s purpose. Indivior was
founded to help tackle the opioid crisis,
one of the largest and most urgent
public health emergencies of our time.
Indivior’s purpose is to pioneer
life-transforming treatment, ensuring
that the millions of people across the
globe suffering from SUDs and serious
mental illness have access to evidence-
based treatment to change lives.

SDG 16: Peace, Justice and
Strong Institutions

Relevant SDG targets
16.5 Substantially reduce corruption
and bribery in all its forms.

16.6 Develop effective, accountable and
transparent institutions at all levels.

Why Indivior selected this topic
Indivior advances targets 16.5 and 16.6
through the Global Integrity &
Compliance Program, and its Anti-
Bribery, Anti-Corruption and Sanctions
Programs. These programs help to
ensure that its business activities are
conducted in a responsible and
compliant manner.

SDG 12: Responsible Consumption
and Production

Relevant SDG targets
12.2 Achieve sustainable management
and efficient use of natural resources.

12.4 Achieve the environmentally
sound management of chemicals and
all wastes throughout their life cycle.

12.5 Substantially reduce waste
generation through prevention,
reduction, recycling and reuse.

Why Indivior selected this topic
Product quality is embedded in
Indivior’s culture. Indivior believes that
its long-term success is directly linked
to operating in a responsible way
and in a way that minimizes its impact
on the environment and natural
resources, thereby aligning to targets
12.2, 12.4, and 12.5.

SDG 13: Climate Action

Relevant SDG targets
13.2 Integrate climate change
measures into national policies,
strategies, and planning.

Why Indivior selected this topic
Indivior supports the activities of
groups such as the Intergovernmental
Panel on Climate Change (“IPCC”) and
the UN Framework Convention on
Climate Change (“UNFCCC”). Indivior
also supports the various regulatory
and other initiatives that aim
to achieve greater transparency
and enable stakeholders to monitor
related areas of climate change
and environmental performance.

SDG 5: Gender Equality

Relevant SDG targets
5.1 End all forms of discrimination
against women and girls everywhere.

5.5 Ensure women’s full and effective
participation and equal opportunities
for leadership at all levels of decision
making in political, economic
and public life.

Why Indivior selected this topic
Indivior’s diverse and inclusive
workforce is aligned with targets 5.1
and 5.5. As well as being the right thing
to do, Indivior believes that a diverse
and inclusive workforce enables
innovation, continuous improvement
in the quality of its decision-making,
and increased speed and efficiency
in meeting the various needs of our
employees, patients, and stakeholders.
Indivior’s Diversity and Inclusion
Policy, which applies to the Board
and its employees, reflects Indivior’s
beliefs and values. Supporting and
promoting the diversity of the
workforce is important, and the
management team continues to
nurture an inclusive culture that
values all employees regardless of
their age, disability, gender identity,
pregnancy or maternity status,
marriage or civil partnership status,
gender, race, sexual orientation, ethnic
or national origin, religion, or other
protected characteristics.

1. Transform patient lives

At Indivior, everyone recognizes
substance abuse as a serious issue
and is dedicated to helping all people
who struggle with it. Since Indivior’s
founding, it has been at the forefront
of addiction medicine development
including buprenorphine-based
medications that help treat OUD.

A force for positive change
in society
Indivior’s advocacy work, stakeholder
engagement and community
relationships are a critical element
of how it helps to make a measurable
difference. Indivior’s public policy
priorities focus on expanding
treatment access, reducing barriers
and promoting equitable access
to MOUD.

Recently, these activities have
focused on:
– Advocating for the reduction of

treatment barriers. A recent example
was Indivior’s role in working with
stakeholders to advocate for the
Mainstreaming Addiction Treatment
Act which was signed into law in the
U.S. in December 2022. This removed
caps on the numbers of patients
healthcare professionals may treat
with buprenorphine. Indivior
continues to conduct this type of
advocacy at both the state and
federal level in the U.S.

– Supporting expanded treatment,
research and education through
increases in federal funding enacted
for state opioid response and
justice programs.

– Supporting expanded treatment

funding and initiatives in criminal
justice system settings.
In 2023 initiatives were enacted in
California, Colorado, Massachusetts,
Missouri and several other states.

– Supporting the implementation

of the New York State CJS treatment
initiative, including advocating
for jails and prisons to expand
treatment and supporting the use
of opioid settlement resources.

– Sponsoring the National Alliance

for Recovery Residences convention,
aligning with the lead national
organization for recovery housing.

Indivior continues to support patient
advocacy groups and engage with
stakeholders across the addiction
treatment and recovery landscape,
including national organizations
and community groups. Recently,
these activities focused on:

– Providing financial support to the
American Association of Nurse
Practitioners to develop “The
Essential Pocket Guide to Opioid Use
Disorder.” The guide was tailored to
the specific needs of nurse
practitioners to help identify and
treat OUD patients in their settings.

– Providing financial support to the
Addiction Policy Forum to expand
their anti-stigma education and
support for Stop Stigma Now
initiatives, which aim to inform
the public about MOUD.

– Providing financial support
to Community Anti-Drug
Coalitions of America (“CADCA”)
to support their MOUD Community
Awareness Project.

– Joining, for the first time, the Young
People in Recovery Founders Circle
and providing financial support to
individual chapters of the National
Alliance on Mental Illness (“NAMI”).

Further information is included in
the Stakeholder Engagement section
on pages 26 to 32 of this report.

2. Prioritize our people

At Indivior, we prioritize a culture of
inclusivity, respect and collaboration,
where every employee feels valued
and supported. Indivior’s approach is
set by the Guiding Principles that form
the foundation of the Group’s
activities. We rely on our Guiding
Principles to inform our decision-
making and ESG activities. Our
commitment to fostering a dynamic
and collaborative environment is
reflected in our endeavors.

Our Guiding Principles

Focus on patient needs
to drive decisions

Seek the wisdom
of the team

Believe that people's
actions are well intended

Care enough to coach

See it, own it,
make it happen

Demonstrate honesty
and integrity at all times

Indivior’s Code of Conduct, "Doing
the Right Things Right", records the
expected standards of behavior for
the workforce and explains how
these standards align with Indivior’s
culture and Guiding Principles. It is
available for download from Indivior’s
corporate website.

Indivior Annual Report and Accounts 2023Strategic ReportManaging Indivior’s Business Responsibly continued

2023 people highlights
Highlights of Indivior’s workforce
initiatives and recognitions are
recorded below. Further details
will appear in the forthcoming
Sustainability Report.

– Indivior’s annual Corporate Culture
Survey achieved its highest ever
participation rate (92%) and
achieved the highest ever scores.

– Individual development plans.

– On-the-job/functional training and

cross-functional project work.

– Competency-based career
paths and/or functional/
leadership competency profiles
with competency-based
development tools.

– Mentorship programs.

– For the second year Indivior

– Tuition reimbursement programs.

received a “Great Place to Work”
certification in all seven countries
where Indivior was eligible with
an overall rating of 89%.

– Quarterly roundtables were

conducted across the organization
which focused on inclusion and
building a sense of belonging.

– Quarterly global town halls were

conducted featuring members of the
Board and the senior management
team. Strong post-meeting survey
results indicated an effective
approach to internal communications.

– Quarterly speaker series were
held featuring world-renowned
clinical and science specialists.
This improved our understanding
and knowledge of our disease
areas of interest.

– A wide range of other events were
held to celebrate occasions such
as Indivior’s additional U.S. listing,
the integration of the acquired
Opiant business and manufacturing
site and national professional and
cultural observances.

Training and development
At Indivior, we provide our workforce
with developmental training in
accordance with their specific role
and career path and pay considerable
attention to Integrity Compliance
training for all employees.

All employees have access to a variety
of training and career development
tools and opportunities including,
but not limited to:

– Performance development

reviews that include personal
development objectives.

– Attendance at

conferences/seminars.

– 360 and leadership

potential assessments.

– Culture and inclusion training.

– Internal/external on-demand

learning programs.

Commercial workforce training
An important area is the training and
development we provide for our
commercial workforce responsible for
marketing Indivior’s products to
healthcare professionals. We aim to
ensure that all Indivior’s marketing
activities are conducted responsibly,
with focus and clarity, and that the
information imparted to healthcare
providers is truthful, accurate and not
misleading and helps them to take
appropriate action with patients and
their caregivers.

A key and ongoing component of our
commercial workforce training and
development is to identify individual
and team-level skills gaps and training
needs. Our commercial organization
conducts a wide variety of regular
communication and feedback
mechanisms with all team members
to ensure knowledge sharing and to
ensure that everyone is in receipt of
up-to-date information and knowledge
concerning Indivior’s products. These
range in size and frequency and can
include weekly team phone calls, team
meetings, and training workshops over
one or several days. Mentor programs
and in-the-field training are also key
elements of this activity.

On average, training and development
per commercial employee yearly
includes 100 hours of core capabilities
training, supplemented by weekly
calls, workshops (10 to 12 hours),
online learning (6 to 8 hours), and
other forms of training as appropriate.
These numbers do not include hours
spent on Integrity & Compliance
training for all our employees.

Commercial workforce incentives
Within the Addiction Sciences business
unit, incentive compensation is
designed to ensure that financial
incentives do not inappropriately
incentivize employees to engage
in or tolerate marketing, promoting
or selling of Company products:

1. For unapproved uses.

2. At dosages above maximum
recommended doses in the
package insert.

3. To prescribers on a government
sanctions list or who have been
delisted pursuant to Indivior’s
Prescriber Concern Reporting Policy.

For the Behavioral Health business
unit, incentive compensation is
designed so that financial incentives
do not inappropriately incentivize
employees to engage in or tolerate
marketing, promoting or selling
of Company products:

• For unapproved uses.

• To prescribers who practice within

an excluded specialty.

• To prescribers on a government
sanctions list or who have been
delisted pursuant to Indivior’s
Prescriber Concern Reporting
Policy.

Workforce data by function

Function

Commercial

Finance

Global Impact & Corporate Affairs

Human Resources

Information Technology

Integrity & Compliance

Legal & Governance

Medical

Research & Development

Strategy

Supply

Total

Workforce data by region

United States

Europe, Middle East, Africa, Canada

Australia

Gender diversity data

As at December 31, 2023

Directors of Indivior PLC

Senior managers1

All employees

December 31, 2023

December 31, 2022

564

132

178

1,164

503

104

953

December 31, 2023

December 31, 2022

849

283

Total

Women

1,164

589

Men

574

Not
declared

–

657

264

–

1. Includes members of the Executive Committee who are not Directors of Indivior PLC and all subsidiary company directors.

Employee well-being and safety
The well-being, health and safety
of its employees are important to
Indivior. This approach was illustrated
during the recent global pandemic
when a wide range of support
was provided to all employees.
Key changes were subsequently
introduced to Indivior’s working
procedures to evolve working practices
and benefit employee well-being.

One key development was the
introduction of a flexible working
policy at most of Indivior’s locations.
In 2022, Indivior approved a global
health and safety policy.

Indivior’s main area of health and
safety risk is at the Fine Chemical
Plant (“FCP”) in Hull, U.K., where
buprenorphine is manufactured.
This applies a seven-stage chemical
process that utilizes hazardous
chemicals and solvents to achieve
the finished product.

The management team has put in
place a health and safety management
system that adheres to industry best
practices. Indivior continuously
reviews and invests in the system
as appropriate to improve efficiency
and reduce incident risk. Key additions
to the manufacturing system since
Indivior’s independence in 2014 have
resulted in a significant reduction
in manual participation in what
is now an almost completely sealed
production process.

These improvements have mitigated
the risk of spills and accidents and
fugitive solvent emissions to the
environment, and have also helped
to safeguard our workforce against
exposure to hazardous substances.

Performance is regularly reviewed
by Indivior's Chief Manufacturing and
Supply Officer. Health and safety data
is reported to Indivior’s Executive
Committee quarterly. Major incidents,
should they occur, are reported to the

Board immediately. An excellent
relationship is also maintained with
the relevant U.K. regulatory authorities.

The FCP holds ISO 45001:2018
certification and a clean safety record.
Indivior maintained its zero-fatality
rate and a negligible annual incident
or accident frequency ratio in 2023.

Indivior also has two research and
development centers in Hull, U.K.,
and Fort Collins, Colorado, in the U.S.
Indivior’s office sites comprise a main
corporate headquarters in Richmond,
Virginia, corporate offices in Slough
and London, U.K., and smaller offices
in Canada, several European countries
and Australia.

Indivior announced the purchase
of a second manufacturing facility
in Raleigh, North Carolina, in
November 2023. The adoption of
Indivior’s current health and safety
procedures at this site is currently
being evaluated.

Indivior Annual Report and Accounts 2023Strategic ReportManaging Indivior’s Business Responsibly continued

3. Conduct our business
with integrity

Indivior values integrity, compliance,
and responsible business conduct.
The focus of our experienced Integrity
& Compliance (“I&C”) team is to
drive a culture of learning and
ongoing evolution.

The main tenets of the Indivior Global
I&C Program ("IGICP") are ‘Learn,
Adjust, Prevent.’ This approach helps
to ensure that risks are anticipated,
promptly identified and mitigated
effectively. Key features include an
annual Risk Assessment & Mitigation
Plan (“RAMP”) process and a focus
on RiskIQ (risk awareness and
application) as critical inputs to the
development of an enterprise-wide
functional business strategy and
related execution.

The IGICP is based on U.S. and global
regulatory and industry code
standards which are listed in Indivior’s
latest Sustainability Report.

Our integrity and compliance
commitments
Indivior’s goal continues to be to
become an industry leader in
compliance, ethics and integrity.
Its commitment to excellence in
meeting these obligations is a
testament to the strong culture
and engagement at all levels
to embed an effective and
sustainable IGICP.

Indivior’s management team takes
building a culture of compliance and
integrity seriously. Indivior believes
that it has a responsibility to the
patients it serves to conduct its
activities with a high level of integrity.

Monitoring the performance of
the IGICP
Mark Crossley, Indivior’s Chief
Executive Officer, is responsible for the
day-to-day operation of the IGICP, and
he is supported at Board level by the
Compliance, Ethics & Sustainability
Committee. The Board is supported by
an independent compliance expert,
who also reviews the performance and
operation of the U.S. I&C Program and
related culture annually, with the
results reported to the Board. Cindy
Cetani, Indivior’s Chief Integrity &
Compliance Officer (“CICO”) and an
Executive Committee member, leads
the design and administration of the
I&C Program supported by a team of
24 people. The I&C team operates with
independence from the business as
defined by U.S. government standards
and requirements. The CICO has a dual
reporting line to the Chief Executive
Officer and the Compliance, Ethics &
Sustainability Committee of the Board.

Indivior’s operational controls also
include regular reporting to and
oversight by the Indivior Compliance
Committee which meets regularly and
comprises all members of Indivior’s
Executive Committee. Indivior has
three regional compliance committees.
These are staffed by regional
management and chaired by the
regional compliance officers to
monitor the regional implementation
and performance of the IGICP.

Indivior also schedules quarterly
meetings with the assigned U.S. Office
of Inspector General (“OIG”). These
meetings cover the status and
Indivior’s approach to the Corporate
Integrity Agreement administration.
They are also used to present on
aspects of the I&C Program or
business activities when requested
by the OIG.

Independent analysis
The U.S. I&C Program is further
evaluated for effectiveness by the
independent compliance expert to the
Board of Directors as required by the
Corporate Integrity Agreement (“CIA”)
for years one and three. Indivior also
engaged the independent compliance
expert to the Board in year two and
plans to engage for the balance of the
agreement term.

In addition, Indivior has engaged an
independent review organization
(also required by the CIA) which
performs transactions testing each
year, and systems testing in select
years, as specified in the CIA.

These reports are provided to the
assigned monitors from the OIG,
who oversee Indivior’s implementation
of the CIA.

Annual perception survey and
EthicsLine
Indivior engages Ethisphere, an
independent third party that defines
and measures corporate ethical
standards to conduct an annual
internal Ethics and Compliance
Program Perceptions Survey that
is distributed to all of Indivior’s global
workforce. Other resources include
a reporting EthicsLine maintained
by Navex Global, an established
third-party provider. Further details
about the survey and the EthicsLine
can be found in Indivior’s latest
Sustainability Report.

Cybersecurity and data privacy
Indivior has implemented
Cybersecurity and Data Privacy
programs based on best practice
frameworks such as NIST 500-83,
Sarbanes Oxley and GDPR.

Committee

Frequency

Presenter

Indivior Compliance Committee

Approximately ten times a year

CICO, I&C team, functional leaders

Board of Directors

Compliance, Ethics &
Sustainability Committee

Audit & Risk Committee

Twice a year

At least quarterly

CICO

CICO and other functional leaders

Annually

CICO

The Main IGICP Operating Framework and Underlying Principles

Indivior Global Integrity & Compliance
Program Framework

Indivior Global Integrity & Compliance Program
Maturity Journey Strategy

t e n
t
i
W r
a n d a r d s
t

Training /
Education

CIC O /
Govern a n c e

P R E VENT

l
t

In
v
e
s
t
i
g
a
t
i
o
n
/

i
s
c

E
n
f
o
r
c
e
m
e
n
t

I
T

Y & COMPLI A N C

M
A
R
G

E P R O

o
t

n
o
M
/
s
t
i
d
u
A

N
R
A
E

u nication

e / C

orrective Action

f C

s o

O p e n L i n e

Program
Effectiveness Measurement

People

Process & Controls

Systems

Culture

Risk IQ

Analytics

Seamless
orchestration of
accountability and
tone at all levels,
integrated
incentives/
performance
management,
operating with
confidence and
competence

d
e
s
a
B
k
s
i
R

Embed awareness
and ownership to
identify and manage
real-time Indivior's
evolving compliance
risk profile through
effective mitigation
and excellence in
execution

Robust and
continually evolving
analytic tools and
capabilities to
proactively identify
key risk signals and
outlier detection,
with continuous
controls monitoring

Indivior Global Integrity & Compliance Program
I&C team administration and strategic partner advisors

CICO/Gov

Written Standards

Training/
Education

Culture

Audits/Monitoring

Open Lines of
Communication

Investigation/
Disciplinary
Enforcement

Response/
Corrective Action

PREVENT

LEARN

ADJUST

Indivior Guiding Principles

Program evaluation and measurement to guide continuous evolution includes:

Indivior Audit
Services

Self-
Assessment:
HCCA/OIG
Resource
Guide

Internal
I&C audits,
monitoring
investigations

I&C
Dashboard
& Analytics

Independent
targeted
program
assessment

Ethisphere
Ethics &
Compliance
Program
Perceptions
Annual Survey
Benchmarks

Navex Global
Speak Up
Benchmarks

Epsilon
Board
Compliance
Expert:
Program
Effectiveness
Report*

EY Independent
Review
Organization
Transaction/
Systems
Testing*

* Report included in Annual Corporate Integrity Agreement (CIA) Report to U.S. Department of Health and Human Services Office

of Inspector General (OIG)

Indivior Annual Report and Accounts 2023Strategic Report

Managing Indivior’s Business Responsibly continued

What

How

IGICP
Framework

IGICP Maturity
Journey Strategy

Programs
Evaluation &
Measurement to
Guide Continuous
Evolution

Comprehensive
Internal
Management
Reporting

Comprehensive
Processes,
Systems, Audits/
Monitoring
& Controls

IGICP – Overview

Who

CEO

Reports to

Chief Integrity &
Compliance Officer
(“CICO”)
Leads program
administration;
operates with
independence from
the business as
defined in government
standards

Epsilon
Life Sciences
Independent
Compliance Experts
to Board of Directors
(Per Corporate Integrity
Agreement)

EY Independent
Review Organisation
(“IRO”)
(Per Corporate Integrity
Agreement)

External

Board of Directors:
Nominations &
Governance
Committee

Global: Strategic
governance/
Oversight:
CICO Chairs

Indivior Compliance
Committee (“ICC”)
Supports CICO in
Global Program
Administration;
defined in ICC Charter;
comprised of
Executive Committee

U.S. Compliance
Administration
Council

EUCAN
Compliance
Committee

AUA Compliance
Committee

Regional:
Operational
Governance/
Oversight; Regional
I&C Officer Chairs

Integrated business ownership across Indivior
embedded in Performance Management System

4. Address our environmental
responsibilities

In 2023 Indivior continued to
implement a global environmental
management policy that commenced
in 2022. It addresses topics such
as water stewardship, biodiversity,
responsible energy use, efficient use
of raw materials and responsible
waste management. Indivior
announced the purchase of a
manufacturing site in Raleigh, North
Carolina in November 2023. Indivior
is evaluating the extension of its
environmental management and
reporting approach to encompass
this new facility.

Indivior’s primary environmental
impacts which are created by its
operations include:

– The production of emissions.

• Direct emissions produced from
the salesforce automotive fleet.

• Natural gas used in process and

facility heating.

• Indirect emissions produced
through energy consumption
at Indivior’s offices, the Fine
Chemical Plant (FCP) and research
and development sites.

– The manufacturing of

buprenorphine, which involves
a seven-stage process utilizing
hazardous chemicals and solvents
at the FCP.

– The production of finished

products conducted by third-party
manufacturers in the U.K. and U.S.
and at the recently purchased
manufacturing facility in Raleigh,
North Carolina.

2023 highlights and plans
for 2024
The rollout of Indivior’s ongoing
environmental management plan
featured the following highlights
in 2023:

– Installation of solar panels on the

roof of the Lewis Building at the FCP
site in Hull, U.K.

– Replacement of a gas boiler with

an energy efficient heat pump at the
Lewis Building at the FCP site.

– Completion of an assessment
of the U.S. car fleet and the
commencement of a program to
convert the fleet to hybrid powered
vehicles. Approximately 8% of the
fleet had been converted by the end
of 2023.

– Instigation of Group-wide internal
quarterly reporting of Scope 1 and
Scope 2 emissions.

Indivior’s 2024 environmental
management and reporting plans
include the following highlights
– Improved capture of Scope 3 data
for inclusion in the Sustainability
Report including emissions
generated by employee travel,
waste management and
employee commuting.

– Further solar panel installation at

the FCP.

– Continuation of the hybrid powered

vehicle project.

– The introduction of improved
sustainable packaging for
SUBOXONE film.

Environmental management at
the Hull Fine Chemical Plant
The FCP has a tailored environmental
management program which
encompasses air, water, waste,
use of natural resources, and
ecological management. The program
is ISO 14001:2015 certified and
complies with U.K. Environment Agency
requirements. It has an excellent
safety record and has not experienced
any significant environmental
incidents since Indivior was listed
in London in 2014.

Water use, management
and reporting
Indivior’s manufacturing processes
are not water intensive. Water is
used in the manufacturing process
at Raleigh and generally for
purposes such as cleaning and
hygiene maintenance.

Indivior has participated in CDP’s annual
water security reporting exercise for the
last three years. Indivior does not
withdraw or discharge water into
freshwater sources. Two sites, Indivior's
R&D center at Fort Collins, Colorado and
the new site at Raleigh, North Carolina,
are located in an extremely high-water
stress area applying the WRI Aqueduct
Risk Atlas analysis.

At the FCP and Fort Collins, water
withdrawal data which is extracted
from the main supply is monitored
and measured. Most of Indivior’s other
locations (offices in North America,
Europe and Australia) do not have
access to this kind of information
to facilitate reporting.

Biodiversity
Indivior has a small manufacturing
supply chain that is based in North
America. It also owns two manufacturing
sites at Hull, U.K., and Raleigh, North
Carolina. Raw materials for the FCP are
grown in Tasmania. All operate in highly
regulated environments. None of the
sites are in areas of high biodiversity
importance. Indivior’s Third-Party Code
of Conduct requires suppliers to address
environmental matters responsibly and
the scrutiny of new suppliers includes
an examination of their approach to
environmental matters including
biodiversity.

Greenhouse gas (“GHG”) emissions
and intensity data
Indivior calculates its GHG emissions
using the GHG protocol developed by
the World Resource Institute, applying
emissions factors from sources
including the U.S. Environmental
Protection Agency (“EPA”), the U.K.
Environment Agency, the U.K.’s
Department for Business, Energy and
Industrial Strategy, and the IPCC.
GHG reporting includes all subsidiary
locations, consistent with our
consolidated financial reporting.

In 2023 Indivior conducted a quantitative
climate risk analysis following the
conduct of a similar qualitative analysis
in 2022. Further information about these
activities and Indivior’s approach to
climate change can be found in the
TCFD statement on pages 47 to 51.

Indivior Annual Report and Accounts 2023Strategic ReportManaging Indivior’s Business Responsibly continued

Greenhouse gas emissions and
energy use data
On March 2, 2023 Indivior completed the
purchase of Opiant Pharmaceuticals,
Inc (“Opiant”). On November 1, 2023
Indivior completed the purchase of
aseptic manufacturing facility in
Raleigh, North Carolina (“Raleigh”) to
secure long-term production and
supply of SUBLOCADE and PERSERIS.

Emissions type / Intensity ratio

Scope 1

Scope 2 location-based

Scope 2 market-based

Scope 3

Total emissions location-based

Total emissions market-based

Intensity ratios

GHG emissions tonnes per employee location-based
(location-based emissions / number of employees)

GHG emissions tonnes per employee market-based
(market-based emissions / number of employees)

GHG emissions per unit of revenue ($m) location-based

GHG emissions per unit of revenue ($m) market-based

Greenhouse gas emissions by territory

Scope 1 U.K.

Scope 1 non-U.K.

Total Scope 1

Scope 2 location-based U.K.

Scope 2 location-based non-U.K.

Total Scope 2 location-based

Scope 2 market-based U.K.

Scope 2 market-based non-U.K.

Total Scope 2 market-based

Scope 3 U.K.

Scope 3 non-U.K.

Total Scope 3

Total emissions location-based U.K.

Total emissions location-based non-U.K.

Total emissions location-based

Total emissions market-based U.K.

Total emissions market-based non-U.K.

Total emissions market-based

Energy consumption in MWh (location- and market-based)

Scope 1 U.K.

Scope 1 non-U.K.

Total Scope 1

Scope 2 U.K.

Scope 2 non-U.K.

Total Scope 2

1. Indivior Manufacturing LLC – from acquisition date.
2. Opiant Pharmaceuticals UK Limited – from acquisition date.

Indivior’s greenhouse gas emission
data and energy consumption for 2023
is recorded below. Consistent with the
Group's consolidated financial
reporting, the table includes data from
all of Indivior's subsidiaries.

Indivior’s respective product line is
evolving beyond the buprenorphine
space and Indivior’s management
believes that the previously disclosed
production metric is no longer

particularly meaningful. It has therefore
been replaced with a more meaningful
emissions per unit of revenue intensity
metric that captures the breadth of
Indivior’s future product line when the
Raleigh site commences production of
Indivior’s own treatments. The per
tonne of production location-based CO2
emissions metric for 2023 was 3,154
(2022: 1,865) and the market-based
equivalent was 3,217 (2022: 1,969).

Indivior sites at the
beginning of 2023
tonnes CO2e

Raleigh1
tonnes
2023 CO2e

Opiant2
tonnes
2023 CO2e

Total 2023
tonnes
CO2e

Total 2022
tonnes
CO2e

555

569

342

1,466

1.26

1.34

555

569

342

1,466

3,088

1,950

0.03

4,573

2,196

2,366

1,665

8,434

8,604

7.25

7.39

7.72

7.87

405

4,168

4,573

542

1,654

2,196

701

1,665

2,366

213

1,452

1,665

1,160

7,274

8,434

1,319

7,285

8,604

1,622

17,986

19,608

2,661

4,737

7,398

3,433

1,531

1,874

1,194

6,158

6,501

6.46

6.82

6.83

7.22

421

3,012

3,433

418

1,113

1,531

758

1,116

1,874

201

993

1,194

1,040

5,118

6,158

1,380

5,121

6,501

1,652

11,421

13,073

2,159

2,568

4,727

4,012

1,606

1,775

1,312

6,930

7,099

5.96

6.10

6.35

6.50

405

3,607

4,012

539

1,067

1,606

697

1,078

1,775

212

1,100

1,312

1,156

5,774

6,930

1,314

5,785

7,099

1,622

14,864

16,486

2,648

2,714

5,362

Product access
Indivior has various programs
in place to improve the accessibility
of healthcare products and drugs
including providing patient assistance
to access and reimbursement support.

INSUPPORT is Indivior’s patient
support program for patients
prescribed with Indivior’s products.
INSUPPORT provides information
to patients about the coverage of
Indivior’s products as well as financial
assistance. Indivior’s financial
assistance consists of co-pay
assistance for commercially insured
patients as well as the INSUPPORT
Community Re-entry Program.

The INSUPPORT Community Re-entry
Program is designed for patients
released from the U.S. criminal justice
system who are experiencing a gap in
insurance coverage. Eligible patients
may receive up to two months of
SUBLOCADE at no cost. This is
subsidized by Indivior.

The OPVEE Experience Program
provides a limited number of OPVEE
units to public interest entities
through their state, free of charge.
The program allows these entities
to develop real-world experience with
OPVEE as they consider integrating
it into their rescue agent distribution
within their respective communities.

Indivior’s products are not available
in many countries around the world
because they have not been licensed
by the relevant authorities.

5. Provide our products

Indivior’s products
Indivior's key products, which are
presently available in 37 nations,
consist of SUBLOCADE (buprenorphine
extended release) injection known
as SUBUTEX prolonged release in
certain countries; SUBOXONE film
(buprenorphine and naloxone
sublingual film); SUBOXONE tablet
(buprenorphine and naloxone
sublingual tablets); and SUBUTEX®
tablet (buprenorphine sublingual
tablets). These treatments are for
opioid dependence, while PERSERIS
(risperidone) for extended-release
injectable suspension is for treating
schizophrenia in adults in the U.S.
The availability of products may vary
from country to country including in
terms of dosage form, strength
and indication.

In May 2023 Indivior announced that
the U.S. Food and Drug Administration
(FDA) had approved OPVEE
(nalmefene) nasal spray for the
emergency treatment of known or
suspected opioid overdose induced by
natural or synthetic opioids, in adults
and pediatric patients aged 12 years
and older. OPVEE provides fast onset
and long duration reversal of opioid-
induced respiratory depression. OPVEE
was designed to address the
challenges of today’s opioid crisis. The
product launch of OPVEE took place in
October 2023.

Information about Indivior’s product
pipeline is recorded on pages 8 to 9
of this report.

Product safety
Indivior follows strict regulatory
guidelines and quality standards
to ensure the safety and efficacy
of our products. These guidelines,
such as Good Manufacturing Practice
(“GMP”), require pharmaceutical
companies to establish and maintain
rigorous processes for product
development, manufacturing, testing
and distribution.

This includes using high-quality raw
materials, conducting thorough testing
at various stages of production,
and adhering to proper storage
and transportation practices.

Indivior has dedicated quality control
and quality assurance teams that
monitor every aspect of the
manufacturing process to ensure
compliance with regulations and
Company standards. Indivior also
has systems in place to track and
trace products from production to
distribution to minimize the risk of
counterfeit or substandard products
entering the market.

Indivior had no product recalls
in 2023. Indivior has implemented
management systems that include
the FDA-required Risk Evaluation
and Mitigation Strategies (REMS)
programs. SUBLOCADE is available
only through a restricted distribution
program (SUBLOCADE REMS) to ensure
medication is only dispensed to
and administered by healthcare
professionals to mitigate the potential
risk of serious harm or death resulting
from intravenous self-administration.

Indivior collaborates with other
transmucosal buprenorphine
manufacturers in the U.S. in a Shared
System REMS program known
as the Buprenorphine-containing
Transmucosal products for Opioid
Dependence (BTOD) REMS.
The aim of this shared REMS
program is to mitigate the risk of
accidental overdose, misuse and
abuse of buprenorphine sublingual
film, and to inform healthcare
professionals and patients of the
risks associated with transmucosal
buprenorphine products.

Indivior’s Quality Management
Program and REMS programs are
among a range of topics that are
presented at the Indivior Compliance
Committee to help support ongoing
oversight and awareness of program
status and risk-mitigation controls.

Indivior Annual Report and Accounts 2023Strategic ReportManaging Indivior’s Business Responsibly continued

Clinical trial diversity
Indivior believes that people may
experience the same disease
differently and it is therefore essential
that clinical trials include people
with a variety of life experiences.
This includes negative ones, such as
psychosocial stress and lack of basic
resources and positive experiences
such as educational and employment
opportunities and health-promoting
behaviors (e.g., adequate sleep,
obtaining recommended preventive
services, physical activity, healthy
eating). Other factors include
environmental conditions (e.g.,
pollution, access to healthcare
or healthy foods, neighborhood
segregation), genetic variation and
geographic ancestry and underlying
medical problems or presence of
comorbidities (i.e., additional diseases
or conditions).

There are also characteristics like
race and ethnicity, age, gender and
sexual orientation. Consideration
of these factors ensures that all
communities can benefit from our
scientific advances.

Indivior has carefully reviewed the U.S.
FDA Drug Trial Snapshot which
provides a five-year summary of
clinical trial participation by race,
ethnicity, sex and age, plus important
insights into the diversity of
interventional trials for approved
novel drugs in the U.S. In November
2020, the U.S. FDA published guidance
to further enhance diversity in clinical
trials and to promote recruitment
practices that support this goal.
Indivior is closely using definitions
that have been used as options
for participants to self-report race
and ethnicity, applying the
recommendations that have been
outlined by the U.S. FDA, OMB Directive
and NIH guidance.

Looking ahead, Indivior will include a
selection of investigative sites and
recruitment approaches that are
informed by community, medical, and
patient advocacy partners.
This will require partnering with
investigative sites toward a shared
goal of enhancing diverse participation
in clinical trials by growing and
fostering community engagement.

Indivior also aims to improve diversity
across our clinical trials by introducing
flexibility in trial design and conduct,
provided that this flexibility is
consistent with good clinical practice
and the guidance published by
institutional review boards and
independent ethics committees.

Task Force on Climate-
related Financial
Disclosures (“TCFD”)

Purpose of this statement
This is the third annual statement
which outlines Indivior’s alignment
with the TCFD reporting
recommendations, together with
explanations of how the Group intends
to extend its alignment in the future.
The statement addresses the
compliance requirements of Listing
Rule 9.8.6.(8) R which applies to
London listed issuers. Indivior’s 2023
greenhouse gas emissions data for
2023 is recorded within this report on
pages 43 to 44. Information which
addresses the reporting requirements
outlined in s414, 414CA and 414CB of
the U.K. Companies Act 2006 is
recorded on pages 52 to 53.

During the preparation of this
statement the Group has reviewed and
considered TCFD’s All Sector Guidance
(2021 TFCD Annex). Indivior does not
operate in a sector identified by the
guidance as requiring sector specific
disclosures. The emphasis of the
additional guidance is to provide more
granular and explicit disclosures.
This is aligned with the Group’s
aim of progressing its transparency
concerning climate change over time.

Indivior’s approach to
climate change
Indivior is working to better
understand its environmental
footprint to ensure the sustainable
discovery, development and delivery
of innovative medicines for patients.
The approach is guided by the
activities of the Intergovernmental
Panel on Climate Change (“IPCC”),
the UN Framework Convention
on Climate Change (“UNFCCC”).
It is also informed by a number of
regulatory and stakeholder initiatives
that aim to address climate change,
reduce and eliminate global
greenhouse gas (“GHG”) emissions and
increase transparency.

The Group’s principal measured GHG
emissions sources are created by the
following activities:

– Indirect emissions created by energy
consumption at Indivior’s offices,
the U.K. Fine Chemical Plant (“FCP”)
and at Indivior’s research and
development sites.

– Direct emissions produced by the

salesforce automotive fleet.

– Buprenorphine manufacturing,
which involves a seven-stage
process utilizing hazardous
chemicals and solvents at the FCP.

Manufacturing activities at the Raleigh,
North Carolina, site acquired in
November 2023 are expected to
become a significant source of the
Group’s GHG emissions from 2024.

Indivior’s activities also create the
following Scope 3 emissions which are
not currently reported or monitored:

– Purchased goods and services.

– The storage and production of

finished products conducted by
third-party businesses in the U.K.
and U.S.

– Employee air travel.

Alignment with the TCFD
recommendations
Indivior’s approach to climate change
is progressing with actions planned
and taken in 2023 and beyond. The
Group intends to enhance its reporting
as its strategy matures and develops.

Indivior published its first TCFD
statement within its 2021 Annual
Report. This highlighted that the Group
will be monitoring and further
developing its climate change strategy.
In 2022 the Group completed its first
qualitative scenario analysis which
considered the current and emerging
risks and opportunities facing the
business as a result of climate change.
In 2023 this analysis was extended by
the conduct of a quantitative analysis.

The Group will apply the results of
these assessments to continue the
development of its approach to climate
change, including the setting of climate
change targets in the short to medium-
term and further aligning with the TCFD
recommendations.

The Group has considered its
“consistent or not consistent”
obligation under the U.K.’s Financial
Conduct Authority Listing Rules and
has detailed its position at the end of
2023 in the following table in relation
to the 11 TCFD recommendations.

Indivior Annual Report and Accounts 2023Strategic ReportManaging Indivior’s Business Responsibly continued

Sections marked “not consistent”
The Group currently reports limited Scope 3 emissions and is continuing to look at ways of expanding the scope of its
calculations through ongoing dialogue with its suppliers. Indivior has not set emission targets, however, it recognizes the
importance of target setting and continues to evaluate their adoption as part of its approach to climate change.

11 TCFD recommendations – Indivior’s position at the end of 2023

Governance

Describe the Board’s oversight of climate-related risks and opportunities

Describe management’s role in assessing and managing climate-related risks and
opportunities

Strategy

Page

Progress

48, 49, 87

48, 49

Consistent

Describe the climate change risks and opportunities the organization has identified over
the short, medium and long-term

49 to 51

Consistent

Describe the impact of climate-related risks and opportunities on the organization’s
business, strategy and financial planning

49 to 51

Consistent

Describe the resilience of the organization’s strategy, taking into consideration different
climate-related scenarios, including a 2°C or lower scenario

49 to 51

Consistent

Risk management

Describe the organization’s processes for identifying and assessing climate-related risks

51, 65

Describe how processes for identifying, assessing and managing climate-related risks are
integrated into the organization’s overall risk management

Consistent

Metrics and targets

Disclose the metrics used by the organization to assess climate-related risks and
opportunities in line with its strategy and risk management processes

44, 51

Consistent

Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions and the related risks

44, 51

Describe the targets used by the organization to manage climate-related risks and
opportunities and performance against targets

Not consistent

Governance
The Group’s governance systems
include regular review of the Board
and Committee composition to ensure
that they have the necessary
combination of skills, experience
and knowledge. More information
on this topic is included in the
Corporate Governance Report on
pages 91 and 92.

Following a detailed review, changes
to the structure of Indivior’s Board
Committees were implemented on
October 1, 2023. The changes were
designed to fully align and support
Indivior’s key strategic priorities.
The changes included re-naming
Indivior’s Nomination & Governance
Committee which is now known as the
Compliance, Ethics & Sustainability
Committee. It meets at least quarterly
and has Board-level oversight of the
Group’s Global Integrity & Compliance
Program and approach to ethical,
responsible, and sustainable conduct
(including climate change).

Its publicly available Terms of
Reference, which are available at
Indivior’s website, state that this
Committee will receive an update
on a least a half-yearly basis on the
Company’s approach to ethical,
responsible and sustainable conduct,
to include:

– Reports detailing the Group’s

performance against environmental
goals and targets (including
GHG emissions).

– Development of the Group’s climate
change strategy and related policies
and management systems.

– Reports detailing the disclosure of
climate-related information in
compliance with emissions reporting
requirements and other related
compliance regulations.

Day-to-day management of Indivior’s
approach to climate change is
managed by the Manufacturing &
Supply Team headed by the Chief

Manufacturing & Supply Officer who is
a member of the Executive Committee.

The Sustainability Committee (formerly
the ESG Committee) monitors the
relevant regulatory developments
in the U.S., U.K. and E.U. to ensure
Indivior is prepared in good time for
any relevant changes.

It also supplies recommendations
concerning the development of
Indivior’s climate change approach to
the Sustainability Team which is made
up of management team members
drawn from around the business.
The Sustainability Team usually meets
on a monthly basis.

Recommended steps and plans are
then presented and agreed by the
Sustainability Committee. Quarterly
emissions reporting, introduced in
2023, is also delivered to the
Sustainability Team and the
Sustainability Committee.

Indivior’s Chief Executive Officer
is ultimately responsible for the
executive management of the Group’s
business, including its approach
to climate change, strategy
implementation and delivering
performance against plans.

In 2023, the Group introduced an ESG
metric into the Annual Incentive Plan
which is aligned with the Group’s
sustainability strategy. Further
information can be found in the
Directors’ Remuneration Report
on pages 117 to 144.

Actions for 2024 and beyond
The Compliance, Ethics &
Sustainability Board Committee,
supported by the Sustainability
Committee and the Sustainability
Team will continue to address the
development of the Group’s
climate change approach and
monitor projects such as the
hybrid car fleet introduction.
This will include improvements
to internal and external reporting
and consideration of impacts
of the newly acquired
manufacturing site.

Strategy
Indivior’s Sustainability Committee led
a qualitative climate change scenarios
analysis supported by professional
advisors in 2022.

In 2023, building on the qualitative
assessment, the Group conducted a
quantitative scenario analysis which
was also supported by professional
advisors. The aim was to quantify
current and potential climate risks
and opportunities to guide and
inform Indivior’s approach to climate
change and stress test its value
chain. The analysis was not designed
to be a forecast of future impacts,
but rather a representation of
plausible scenarios, Additionally,
the assessment did not account for
every possible risk or opportunity that
might result from climate change or
any secondary effects.

It addresses the matters described as
Indivior and its professional advisors
considered them to be the most
relevant to the Group’s activities
and material.

Quantitative climate-related
scenario analysis methodology

A) Climate change scenarios
The three climate change scenarios
applied in this analysis were broadly
the same as those applied in the
qualitative analysis. They are recorded
below after receiving best practice
recommendations from the experts.
They are built upon the International
Energy Agency and RCP (trajectory of
emissions and land-use leading to a
specific forcing level) and SSP (shared
socio-economic pathway) scenarios.

Scenario A – Steady path to
sustainability (1.5°C temperature rise
in comparison to pre-industrial levels
by 2100 SSP1/RCP2.6 combination.

Under this scenario, the world takes
the measures required to meet the
ambition of the 2015 Paris Agreement.

Scenario B – An unequal world (2.5°C
temperature rise in comparison to
pre-industrial levels by 2100 SSP2/RCP
4.5 combination).

Under this scenario, the impacts of a
2.5°C rise become more intense and
significant. Larger numbers of people
are expected to be affected by water
shortages, food scarcity and
displacement by sea-level rise and
severe weather. Extreme heatwaves
are expected to become about twice
as common as they are currently.

Scenario C – Fossil-fueled growth
(4°C rise in comparison to pre-
industrial levels by 2100 SSP5/
RCP 8.5 combination).

This scenario explores a plausible
worse-case situation in which the
world continues to use fossil fuels as
the engine of economic growth,
resulting in high levels of global
warming. Increasingly severe and
frequent extreme weather is expected
to cause extensive disruption, as well
as very significant changes to seasonal
weather patterns.

B) Risk and opportunity
selection process
The 16 climate-related risks and
opportunities identified in the earlier
qualitative scenario analysis were used
as the starting point for the quantitative
analysis. The Sustainability Team and its
professional advisors assessed each of
these risks and opportunities for
quantification selection. This process
applied factors such as data availability,
geographic location of Indivior and
supplier sites and the perceived
significance of each risk or opportunity
to Indivior. The assessment included
consideration of short, medium and
long-term considerations such as
Indivior’s strategic plans.

The assessment concluded that it was
only possible to select three risks and
one opportunity from those highlighted
in the qualitative analysis for the
quantification assessment. This was due
to the availability of the meaningful
data. The remainder will continue to be
monitored going forward.

Emissions from the Group’s new
manufacturing site at Raleigh, North
Carolina have been included in the
Group’s reported data from its
acquisition on November 1, 2023.
The site was not included in the
Group’s assessment of risks and
opportunities as this analysis was
conducted prior to the acquisition date.
Due diligence conducted prior to the
site purchase included an assessment
of its environmental track record and
associated risks, which included
potential increases in the risk of storms
and severe heat along with increased
biodiversity opportunity given the land
on which the site is located. The
environmental and climate change risks
and opportunities associated with this
site will be further assessed in 2024.

C) Time horizons
The rationale and selection of the time
horizons applied in the analysis are
recorded below.

These are very similar to those applied
in the qualitative analysis.

Indivior Annual Report and Accounts 2023Strategic ReportFrom the risks and opportunities
identified in the qualitative scenario
analysis, the following risks and
opportunities were selected. The table
below highlights how the methodology
described above was applied.

Managing Indivior’s Business Responsibly continued

– Short term: present to 2027

(consistent with the period applied
for the Viability Statement in this
Annual Report and Accounts).

– Medium term: 2028 to 2035 (a

midpoint between the Viability
Statement time-frame and the U.K.
Government’s net zero target).

– Long term: 2036 to 2050 (consistent
with the U.K. Government’s net
zero target).

D) Indivior growth
target estimates
The analysis applied revenue growth
estimates for the years 2027, 2035
and 2050 within the analysis after
consultation with internal
stakeholders. A linear relationship
between revenue and emissions
growth was also applied as a
key assumption.

E) Other considerations
Other factors that were considered
included the annual Indivior revenue
associated with each site's activities,
such as supplier alternatives and
future investment plans. The
calculations applied are in U.S.
dollars at 2023 prices.

Risks selected for the
quantitative analysis and
data results.
The climate-related data used to
underpin this assessment was the
Shared Socio-environment Pathways
(“SSPs”). SSPs are a function
of greenhouse gas emissions,
socioeconomic metrics and expected
implementation of adaptation
and mitigation measures.
These correspond roughly to the
Representative Concentration
Pathways (“RCPs”) of previous versions
of the IPCC report.

Methodology used to identify material, physical and transition risk

Risk

Description

Scope

Rationale for quantification

Transition
Risk

Risk of enhanced
environmental policies and
legislations (e.g., carbon tax)
increasing the price of
transportation, raw materials
and offsets.

Global (for Indivior’s Scope 1, 2
and 3 emissions OECD data
was used as it regionally
represented nearly all of the
Group’s emissions).

Maximum annual cost
Expressed as % of
projected NR

To 2027: 0.09%
To 2035: 0.34%
To 2050: 0.73%

To 2027: 0.25%
To 2035: 0.30%
To 2050: 0.36%

To implement a transition
plan that accounts for the
increasing cost of carbon-
based transportation, raw
materials and offsets, it is
important to understand the
risk of carbon taxes on
Indivior’s portfolio.

Physical risks to these sites
can lead to disruptions and
loss of revenue. To assess the
Group’s resilience it is
important to understand the
impact of these physical risks.

Key sites which are directly
significant to the Group’s
activities, such as the fine
chemical plant in Hull, U.K.,
and a third-party owned
and operated product
distribution centre in Brooks,
Kentucky, U.S.

Key third-party supplier
sites located in Tasmania
(Australia), Alabama,
Indiana, New Mexico and
in the Philippines.

Physical risks to the regions
can potentially disrupt supply
and increase costs. To assess
Indivior’s resilience it is
important to understand the
impact of these physical risks.

To 2027: 0.02%
To 2035: 0.01%
To 2050: N/A

Physical Risk

Risk to physical structures and
facilities (e.g. buildings, roads,
power supplies) from
catastrophic storm events (e.g.
tornadoes, hurricanes,
flooding) and heatwaves,
disrupting the production and
distribution of products to the
businesses network of
specialty pharmacies and
distributors and/or leading to
significantly increased costs.

Risk to physical structures and
facilities (e.g., buildings, roads,
power supplies) from
catastrophic storm events
(e.g., tornadoes, hurricanes,
flooding) and increased heat
events impacting the activities
of key suppliers in the in the
U.S. and the Philippines,
potentially disrupting supply
or increasing costs.

Risk management
In 2022, the Group conducted a
qualitative climate change scenario
analysis. In 2023 a quantitative climate
change scenario analysis was
conducted. Both exercises supported
the Board and the executive
management team in planning
Indivior’s climate change-related risk
management approach. The main
outcomes of these projects are
recorded in the strategy section
of this TCFD disclosure and in the TCFD
disclosure recorded in the 2022 Annual
Report and Accounts.

The assessments determined that
climate change is not currently a
short- or medium-term principal risk.

Generally, climate risks are also
evaluated as part of the Group’s
common risk assessment approach.

The Group defines a material financial
impact on the business as one which
could influence economic decisions on
the basis of the information provided.
With the Group’s strategic pillars
focusing on revenue growth and
diversification as well as advancing
the R&D pipeline, the quantitative
starting point for materiality is 1%
to 1.5% of net revenue. From this
objective baseline, the Group then
evaluates actual or potential impacts
considering subjective factors that
may adjust the baseline higher
or lower.

More information about Indivior’s risk
management is outlined on pages 64
to 73 of the Annual Report
and Accounts.

Actions for 2024
The Group will continue to
monitor climate risks applying its
established risk assessment
approach. These activities will
include continuing the discussions
relating to climate change risks
associated with the supply chain
through ongoing dialogue with
major suppliers. An initial
environmental assessment
of the Raleigh site will be
conducted in 2024. More detail
is included in the strategy section
of this statement.

Metrics and targets
In 2023 the Group began measuring
its emissions quarterly for internal
reporting and monitoring purposes.
Annual emissions totals are reported
publicly on page 44 of this Annual
Report and Accounts and are also
reported to CDP. The calculations
include emissions from all Indivior
locations and the emissions generated
by Indivior’s global sales fleet.

Actions for 2024 and beyond
The Group is in ongoing
discussions with its major
suppliers relating to its Scope 3
emissions with the aim of
improving its reporting within its
Annual Report and Sustainability
Report. It will continue to monitor
emissions performance and
investigate Scope 1 and 2 target
setting once an initial assessment
of the Raleigh site will be
conducted in 2024.

Opportunity selected for
the quantitative analysis
and data results
A similar analysis was conducted for
the single opportunity identified in the
analysis. This is the annual energy cost
savings from the installation of solar
panels at the Fine Chemical Plant
(Hull, U.K.) and an upgrade of solar
panels at the Chapleo R&D facility
(Hull, U.K.). This analysis showed that
the financial savings involved were not
material in the short, medium and
long term.

Conclusions and implications for
Indivior’s strategic approach
The qualitative analysis performed
in 2022 and the quantitative analysis
above indicate that Indivior has a
climate resilient business with
financially immaterial exposure to
climate-related risks and opportunities.
This analysis confirmed that climate
change does not represent a principal
risk to Indivior in the short- and
medium-term. Indivior will continue to
review long-term risks and opportunities
relating to climate change. One of the
main factors that underpins this
conclusion is Indivior’s portfolio of
non-carbon intensive products that
are resilient to transition risks.

Actions for 2024 and beyond
Going forward, the Group will
continue to conduct quarterly
reviews of its portfolio of
physical assets and its supply
chain to highlight opportunities
to limit climate-related risk.
These activities will include
consideration of geographical
location and working in
partnership with new and existing
suppliers to address physical risks
and improve mitigation measures.
The Group will also continue to
examine opportunities to improve
energy efficiency through the
adoption of additional renewable
energy facilities where they
mitigate transition risks and
save costs.

Indivior Annual Report and Accounts 2023Strategic ReportNon-Financial and Sustainability Information Statement

Non-Financial
and Sustainability
Information Statement

It also highlights where further
information, other than that disclosed
within this report, can be accessed (for
instance the environmental and
climate change information reported
annually to CDP).

Indivior regularly conducts dialogue
with investors and other stakeholders
about non-financial and sustainability
matters and published its second
Sustainability Report in the summer
of 2023.

Key highlights

Page 1

Business model
An explanation of Indivior’s
business model

Pages 24 and 25

Responsibility
How Indivior conducts its business
activities responsibly

Pages 35 to 51

Risk
A description of the principal risks
and their potential impacts on the
business

Pages 64 to 73

Commitment to
transparency
Indivior is committed to transparent
reporting and disclosure of its
financial and non-financial
performance, risks and opportunities
where this information is relevant to
shareholders and other key
stakeholders. Indivior is required to
comply with the reporting
requirements contained in Sections
414, 414CA and 414CB of the U.K.
Companies Act 2006.

The information in the table below is
provided to aid understanding of
Indivior’s approach, policies and
performance relating to non-financial
and sustainability matters. No material
breaches of policy were identified
during 2023.

Reporting requirement

Policies and standards which govern
Indivior’s approach

Where to read more in the report about Indivior’s
impact including the principal risks relating to these
matters

Where to read more within Indivior’s 2022
Sustainability Report and elsewhere

Environmental
Matters

– Statement of Indivior’s

– Managing Indivior’s

approach to climate change

– Global Code of Conduct
– Supplier Code of Conduct

Business Responsibly
pages 35 to 51

Employees

– Global Code of Conduct
– Diversity and

Inclusion Policy

– Stakeholder Engagement

pages 26 to 32

– Managing Indivior’s Business
Responsibly page 35 to 51

Social Matters

– Global Code of Conduct
– Supplier Code of Conduct

– Stakeholder Engagement

pages 26 to 32

– Managing Indivior’s Business
Responsibly pages 35 to 51
– A Global Crisis pages 2 and 3
– Social Stigma pages 4 and 5

– Addressing the Challenge

pages 6 and 7

– Patient’s Story pages 14 and 15
– Community Advocate Story

pages 16 and 17

– Pages 28 to 31
– Pages 36 to 41
– Indivior.com

Responsibility section

– Pages 18 to 22
– Indivior.com

Responsibility section

– Page 31
– Indivior.com

Responsibility section

Human Rights

– Global Code of Conduct
– Supplier Code of Conduct
– Modern Slavery Statement

– A Global Crisis pages 2 and 3
– Social Stigma pages 4 and 5
– Addressing the Challenge

– Pages 14 to 17
– Indivior.com

Responsibility section

pages 6 and 7

– Patient’s Story pages 14 and 15
– Community Advocate Story

pages 16 and 17

– Stakeholder Engagement

pages 26 to 32

– Managing Indivior’s Business
Responsibly page 35 to 51

– Our Culture pages 10 to 11
– 2020 Resolution Agreement Update

– Pages 23 to 27

and Legacy Legal Matters
page 33

– Managing Indivior’s Business
Responsibly page 35 to 51

– Business Model pages 24 and 25

– Risk Management pages 64 to 73

– Managing Indivior’s Business
Responsibly pages 35 to 51

Anti-Corruption &
Anti-Bribery

– Anti-Bribery Policy
– Code of Ethics

Description of the
Business Model

Description of
Principal Risks and
Impact of Business
Activity

Non-Financial Key
Performance
Indicators

Climate-related
Disclosures

– Statement of Indivior’s

Approach to Climate Change

– Managing Indivior’s Business
Responsibly pages 35 to 51

– Page 36 to 41
– Indivior.com

– Global Code of Conduct
– Supplier Code of Conduct

Responsibility section
– CDP website www.CDP.net

Indivior Annual Report and Accounts 2023Strategic ReportFinancial Review
Risk Management
Financial Review

Financial Review

Year ended December 31 (as reported)

Net revenue

Operating loss

Net income/(loss)

Diluted EPS/(LPS) (dollars per share)

NM: Not meaningful

2023

1,093

(4)

2022

901

(85)

(53)

0.01

(0.38)

% Change

21 %

(95) %

2023 operating and financial highlights
– Net revenue of $1,093m (+21% vs. 2022). 2023 SUBLOCADE net revenue grew to $630m (+54% vs. 2022) reflecting further

Organized Health Systems ("OHS") channel penetration in the U.S. and increased new U.S. patient enrollments. 2023 U.S.
units dispensed were approximately 509,000 (+61% vs. 2022). Total U.S. SUBLOCADE patients on a 12-month rolling basis
at the end of 2023 were approximately 136,900.

– 2023 PERSERIS net revenue of $42m (+50% vs. 2022) reflected increasing awareness of the treatment across the U.S.

healthcare system.

– Reported operating loss of $4m (2022 operating loss: $85m). Adjusted operating profit1 was $269m in 2023 (+27% vs. Adj.

2022).

– Reported net income of $2m (2022 net loss: $53m). Adjusted net income1 of $223m in 2023 (+32% vs. Adj. 2022).
– 2023 ending cash and investments balance totaled $451m (including $27m restricted for self-insurance) (2022: $991m),

reflecting net cash outflows related to litigation settlements of $610m and $124m for the Opiant acquisition.

– Acquisition of Opiant Pharmaceuticals, Inc. in March 2023 and an aseptic manufacturing facility in November 2023.

Net revenue

Adjusted net income1

2023

2022

2021

U.S. dollars (m)

Cash balance

316

2023

2022

2021

1,093

901

791

2023

2022

2021

U.S. dollars (m)

Net cash2

2023

223

169

140

774

1,102

2022

2021

528

853

U.S. dollars (m)

1. Alternative performance measures (adjusted results). See pages 56-59 for a reconciliation to the corresponding IFRS measure.

2. See page 59 for the definition of net cash.

Operating review
Share repurchase program
On November 17, 2023, Indivior
announced a third share repurchase
program of up to $100m. Through
December 31, 2023, the Group
repurchased and canceled 1,413k
Indivior ordinary shares, equivalent to
approximately 1% of diluted shares
outstanding, at a daily weighted
average purchase price of 1,234p. The
cost was approximately $22m, which
includes directly attributable
transaction costs. See Note 23 of the
Notes to the Group financial
statements for further discussion.

U.S. opioid use disorder (“OUD”)
market update
In 2023, U.S. buprenorphine
medication-assisted treatments
("BMAT") grew in mid-single digits.
The Group continues to expect long-
term U.S. growth to be sustained in
the mid- to high-single digit
percentage range due to increased
overall public awareness of the
opioid epidemic and approved
treatments, together with regulatory
and legislative actions, such as the
late 2022 enactment of the
Mainstreaming Addiction Treatment
Act, that have expanded OUD
treatment funding and treatment
capacity. The Group believes these
regulatory and legislative actions will
help to normalize the view of
addiction as a chronic brain disease
and expand access to evidence-based
buprenorphine treatment in the U.S.
and supports these actions.

Financial performance
Total net revenue in 2023 increased
21% to $1,093m (2022: $901m) at
actual exchange rates (+21% at
constant exchange rates).

2023 U.S. net revenue increased 25%
to $912m (2022: $731m). Strong year-
over-year SUBLOCADE and PERSERIS
volume growth were the principal
drivers of the net revenue increase.
Price changes were not a significant
driver of the increase in net revenue.

2023 Rest of World and United
Kingdom (collectively “ROW”) net
revenue increased 6% at actual

exchange rates to $181m (2022: $170m;
+6% at constant exchange rates).
Positive contributions from new
products (SUBLOCADE / SUBUTEX®
Prolonged Release and SUBOXONE
film) were offset primarily by ongoing
competitive pressure on legacy tablet
products. 2023 SUBLOCADE/SUBUTEX
Prolonged Release net revenue in
ROW was $41m (2022: $27m) at actual
exchange rates. Net revenue at a
constant exchange rate is an
alternative performance measure
used by management to evaluate
underlying performance of the
business and is calculated by
applying the 2022 average exchange
rate to net revenue in the currency of
the foreign entity.

Gross margin was 83% in 2023 (2022:
82%). Excluding $8m for amortization
of acquired intangible assets within
cost of sales, adjusted gross margin
was 84%. There were no adjustments
to 2022 gross margin. The increase in
adjusted gross margin in 2023
primarily reflects an improved
product mix from the continued
growth of SUBLOCADE. These benefits
were partially offset by cost inflation.

2023 SG&A expenses were $811m
(2022: $763m). Adjusted SG&A
expenses increased 18% to $543m
(2022: $461m). This increase primarily
reflects higher expenses related to
increased SUBLOCADE commercial
investments, the addition of the
Opiant business and subsequent
launch expenses for OPVEE, legacy
legal defense costs and cost inflation.
2023 included $240m of exceptional
costs for the increase in provisions
related to the Antitrust MDL and an
intellectual property-related matter
and $28m of acquisition-related and
U.S. listing exceptional costs.
Acquisition costs related to Opiant
(refer to Note 27 of the Notes to the
Group financial statements) and a
manufacturing facility, workforce and
supply contracts (refer to Note 28
of the Notes to the Group financial
statements). 2022 included $296m of
exceptional legal costs and $6m of
exceptional U.S. listing costs.

2023 R&D expenses were $106m (2022:
$72m) and represented an increase of

47%. The increase was primarily due
to a greater activity level related to
post-marketing studies for
SUBLOCADE, process validation
testing related to long-acting
injectable ("LAI") capacity expansion
and phasing of ongoing early-stage
pipeline activities.

2023 net other operating income was
$6m (2022: $8m). 2023 included $3m
of exceptional income recognized in
relation to a supply agreement and
2022 included $5m of exceptional
benefit related to a Directors' &
Officers' insurance claim settlement.

2023 operating loss was $4m (2022:
$85m loss). The change reflects the
exceptional charges related to legal
matters. Adjusted operating profit
increased 27% to $269m (2022: $212m).
The increase primarily reflected
higher net revenue from the Group's
LAI products, partially offset by
increased SG&A and R&D expenses,
as described above. Exceptional costs
and other adjustments of $273m and
$297m in 2023 and 2022, respectively,
were primarily related to the Antitrust
MDL, which was settled in 2023.

2023 net finance income as reported
was $5m (2022: $10m expense). The
change in net finance income
(expense) reflected higher interest
rates on the Group's investments. We
expect investment income will not
offset interest expense in the near
term following the litigation cash
settlement payments.

Tax benefit was $1m in 2023, or a rate
of -100%, which is not meaningful as
a percentage due to the profit before
taxation being close to nil (2022 tax
benefit/rate: $42m, 44%). Adjusted tax
expense was $51m in 2023, excluding
$52m in tax benefit on exceptional
items and other adjustments net of
exceptional tax items, an adjusted
effective tax rate of 19%. Exceptional
tax items are comprised of a $5m
write-off of deferred tax assets and
tax expense due to limitation on the
deduction of executive compensation
by U.S. publicly traded companies,
$3m change in estimate as to the tax
benefit of legal provisions booked in
the prior year, and $3m accrual for

Indivior Annual Report and Accounts 2023Strategic Report

Financial Review continued
Financial Review continued

adjustments to Opiant predecessor
period taxes. Adjusted tax expense
was $33m in 2022, excluding the $75m
tax benefit on exceptional items and
other adjustments, an adjusted
effective tax rate of 16%. The
movement in the effective tax rate on
adjusted profits is impacted by an
increase in the U.K. corporation tax
rate from 19% to 23.5% and a
temporary reduction in U.K.
innovation incentives due to 2022 and
2023 losses.

Net income was $2m and adjusted net
income was $223m (2022 reported net
loss: $53m; 2022 adjusted net income:
$169m). The 32% increase in adjusted
net income primarily reflects higher
net revenue partially offset by the
increase in operating expense.

Diluted earnings per share were $0.01
and adjusted diluted earnings per
share were $1.57 in 2023 (2022: $(0.38)
loss per share and adjusted diluted
earnings per share of $1.16).

Balance sheet and cash flow
Cash and investments were $451m at
the end of 2023, a decrease of $540m
versus the $991m position at the end
of 2022. The decrease was primarily
due to litigation settlement-related
outflows of $610m and the net cash
outflow of $124m for the Opiant
acquisition, including the transferred
cash balance, partially offset by
beneficial timing of payments made
on government rebates and trade
payables. The litigation settlement-
related outflows include the Antitrust
MDL settlement payment of $103m
with States (refer to Note 19 of the
Notes to the Group financial
statements), transfer of $415m into
escrow accounts for the settlement
with the Antitrust MDL end payors
and direct payors, subject to final
court approval (refer to Note 19 of the
Notes to the Group financial
statements), settlement payments of

$24m for intellectual property-related
and other legal matters, in addition to
the Group's scheduled litigation
settlement payments totaling $68m
for the Department of Justice ("DOJ"),
Reckitt Benckiser ("RB") and Dr.
Reddy's Laboratories ("DRL") matters.

term loan facility, partially offset by
proceeds received from the issuance
of shares for employee compensation
agreements. In the prior year period,
the outflow from financing activities
primarily reflects shares repurchased
and canceled.

Net working capital (defined by
management as inventory plus trade
receivables, less trade and other
payables) was negative $347m at
year-end 2023, versus negative $283m
at the end of 2022. The change in the
period was primarily a result of timing
of payments made on government
rebates and trade payables.

Cash used in operations in 2023 was
$292m (2022 cash provided by
operations: $63m), primarily due to
payments related to the Antitrust
MDL, DOJ Resolution, DRL settlement
and RB settlement, partially offset by
timing of payments made on
government rebates and trade
payables. Before these settlement-
related items, cash generated from
operations in the current period was
$318m. Net cash outflow from
operating activities was $315m in 2023
(2022 cash outflow: $4m) reflecting tax
payments and interest paid on the
Group's term loan facility and
settlement payments, partially offset
by interest received on investments.

2023 cash outflow from investing
activities was $98m (2022 cash
outflow: $223m) reflecting $124m for
the Opiant acquisition, net of cash
assumed. In the prior year period, the
outflow from investing activities
primarily reflected the net investment
in a portfolio of investment-grade
debt securities (net) and ordinary
shares of Aelis Farma.

2023 cash outflow from financing
activities was $46m (2022 cash
outflow: $100m) reflecting shares
repurchased and canceled, the
extinguishment of debt assumed in
the Opiant acquisition, principal
portion of lease payments and
quarterly amortization of the Group’s

Alternative performance
measures (adjusted results)1
Exceptional items and other
adjustments represent significant
expenses or income that do not
reflect the Group’s ongoing
operations or the adjustment of
which may help with the comparison
to prior periods. Exceptional items
and other adjustments are excluded
from adjusted results consistent with
the internal reporting provided to
management and the Directors.
Examples of such items could include
income or restructuring and related
expenses from the reconfiguration of
the Group’s activities and/or capital
structure, amortization of acquired
intangible assets, impairment of
current and non-current assets, gains
and losses from the sale of intangible
assets, certain costs arising as a
result of significant and non-recurring
regulatory and litigation matters, and
certain tax-related matters.

Adjusted results are not measures
defined by IFRS and are not a
substitute for, or superior to, reported
results presented in accordance with
IFRS. Adjusted results as presented by
the Group are not necessarily
comparable to similarly titled
measures used by other companies.
As a result, these performance
measures should not be considered
in isolation from, or as a substitute
analysis for, the Group's reported
results presented in accordance with
IFRS. Management performs a
quantitative and qualitative
assessment to determine if an item
should be considered for adjustment.
The table below sets out exceptional
items and other adjustments
recorded in each period:

1. Adjusted results are not a substitute for, or superior to, reported results presented in accordance with IFRS.

Exceptional items and other adjustments

Exceptional items and other adjustments within cost of sales
Amortization of acquired intangible assets1

Total exceptional items and other adjustments within cost of sales

Exceptional items and other adjustments within SG&A
Legal costs/provision2
Acquisition-related costs3
U.S. listing costs4

Total exceptional items and other adjustments within SG&A

Exceptional items and other adjustments within net other operating income
Income recognized in relation to a supply agreement5
Insurance reimbursement6

Total exceptional items and other adjustments within net other operating income

2023
$m

(8)

2022
$m

—

(240)

(296)

(22)

(6)

—

(6)

(268)

(302)

—

Total exceptional items and other adjustments before taxes

(273)

(297)

Exceptional items and other adjustments within tax

Tax on exceptional items and other adjustments
Exceptional tax items7

Total exceptional items and other adjustments within taxation

Total exceptional items and other adjustments

(11)

(221)

(222)

1. With the acquisition of Opiant and approval of OPVEE, the Group reported adjusted cost of sales to exclude amortization of acquired intangible

assets on a prospective basis from Q2 2023. Prior period adjusted results have not been restated as the impact is not material.

2. In 2022, the Group recognized a provision for $290m related to certain multi-district antitrust class and state claims. In 2023, the Group

increased this provision by $228m. Refer to Note 21, Legal Proceedings, of the Notes to the Group financial statements, for further details.
Additionally, the Group increased a provision for IP-related matters by $12m in 2023 and recognized a provision of $6m to settle a dispute over
reimbursement of legal costs with a supplier in 2022.

3. In 2023, the Group recognized $16m of exceptional costs related to the acquisition of Opiant (refer to Note 27 of the Notes to the Group

financial statements) and $6m of exceptional costs related to the acquisition of a business consisting of a manufacturing facility, workforce
and supply contracts (refer to Note 28 of the Notes to the Group financial statements).

4. In 2023, the Group recognized $6m of exceptional costs in preparation for an additional listing of Indivior shares on the Nasdaq Global Select

Market (2022: $6m).

5. In 2023, the Group recognized $3m of exceptional income related to a supply agreement where no further obligations are outstanding for the

Group to deliver.

6. The Group recognized $5m of exceptional income in 2022 related to the proceeds received from a Directors' & Officers' insurance

reimbursement claim.

7. Exceptional tax items are comprised of $5m write off of deferred tax assets and tax expense due to limitation on the deduction of executive

compensation by U.S. publicly traded companies, $3m change in estimate as to the tax benefit of legal provisions booked in the prior year, and
$3m accrual for adjustments to Opiant predecessor period taxes.

Management provides certain adjusted financial measures which may be useful to investors. These adjusted financial
measures exclude items which do not reflect the Group's day-to-day operations and therefore may help with
comparisons to prior periods or among companies. Occasionally, management may use these financial measures to
better understand trends in the business.

Indivior Annual Report and Accounts 2023Strategic Report

Financial Review continued
Financial Review continued

The tables below show the list of adjustments between the reported and adjusted results for 2023 and 2022.

Reconciliation of net income/(loss) to adjusted net income:

Reconciliation of gross profit to adjusted gross profit:

Gross profit

Exceptional items and other adjustments in cost of sales

Adjusted gross profit

2023

907

915

We define adjusted gross margin as adjusted gross profit divided by net revenue.

Reconciliation of selling, general and administrative expenses to adjusted selling, general and
administrative expenses:

Selling, general and administrative expenses

Exceptional items and other adjustments in selling, general and administrative expenses

Adjusted selling, general and administrative expenses

Reconciliation of operating loss to adjusted operating profit:

Operating loss

Exceptional items and other adjustments in cost of sales

Exceptional items and other adjustments in selling, general and administrative expenses

Exceptional items and other adjustments in net other operating income

Adjusted operating profit

We define adjusted operating margin as adjusted operating profit divided by net revenue.

Reconciliation of profit/(loss) before taxation to adjusted profit before taxation:

Profit/(loss) before taxation

Exceptional items and other adjustments in cost of sales

Exceptional items and other adjustments in selling, general and administrative expenses

Exceptional items and other adjustments in net other operating income

Adjusted profit before taxation

Reconciliation of tax benefit to adjusted tax expense:

Tax benefit

Tax on exceptional items and other adjustments

Exceptional tax items

Adjusted tax expense

We define adjusted effective tax rate as adjusted tax expense divided by adjusted profit before taxation.

2023

(811)

268

(543)

2023

(4)

268

(3)

269

2023

268

(3)

274

2023

(63)

(51)

2022

742

—

742

2022

(763)

302

(461)

2022

(85)

—

302

(5)

212

2022

(95)

—

302

(5)

202

2022

(57)

(18)

(33)

Net income/(loss)

Exceptional items and other adjustments in cost of sales

Exceptional items and other adjustments in selling, general and administrative expenses

Exceptional items and other adjustments in net other operating income

Tax on exceptional items and other adjustments

Exceptional tax items

Adjusted net income

2023

268

(3)

(63)

223

2022

(53)

—

302

(5)

(57)

(18)

169

Adjusted diluted earnings per share
Management believes that diluted earnings/(loss) per share, adjusted for the impact of exceptional items and other
adjustments after the appropriate tax amount, may provide meaningful information on underlying trends to shareholders
in respect of earnings per ordinary share. A reconciliation of net income/(loss) to adjusted net income is included above.

Weighted average shares used in computing diluted earnings/(loss) per share is reconciled to weighted average shares
used in computing adjusted diluted earnings per share below:

Weighted average shares used in computing diluted earnings/(loss) per share

Potentially dilutive share excluded, because effect was anti-dilutive

Weighted average shares used in computing adjusted diluted earnings per share

Reconciliation of net cash:

Net cash at the beginning of the year

Net decrease in cash and cash equivalents

New borrowings

Repayment of borrowings

Net cash at the end of the year

Analysis of net cash1:

Cash and cash equivalents
Borrowings2

Total net cash

2023

2022

thousands

141,800

139,012

—

6,605

141,800

145,617

2023

528

(458)

(10)

2023

316

(244)

2022

853

(328)

—

528

2022

774

(246)

528

1. Net cash is calculated as cash and cash equivalents less total borrowings.

2. Borrowings reflect the outstanding principal amount of the term loan drawn before debt issuance costs of $5m (2022: $6m).

Indivior Annual Report and Accounts 2023Strategic Report

Legal Proceedings
Legal Proceedings

Legal Proceedings

Antitrust litigation and consumer
protection
Multi-district antitrust class and
state claims
Indivior Inc. has entered into
settlement agreements to resolve all
claims of all plaintiff groups in the
Company's previously-disclosed
antitrust multi-district litigation
("Antitrust MDL"). In the Antitrust MDL,
civil antitrust claims had been filed by
three classes of Plaintiffs—namely, (i)
41 states and the District of Columbia
(the "States"), (ii) end payors and (iii)
direct purchasers (collectively, the
"Plaintiffs"). The Plaintiffs generally
alleged, among other things, that
Reckitt Benckiser Pharmaceuticals,
Inc. (“RBPI,” now known as Indivior
Inc.) violated U.S. federal and/or state
antitrust and consumer protection
laws in attempting to delay generic
entry of alternatives to SUBOXONE
tablets. Plaintiffs further alleged that
RBPI unlawfully acted to lower the
market share of these products.

After engaging in informal settlement
discussions and formal mediation,
Indivior Inc. reached a settlement
with the States for $103m on June 1,
2023. Indivior Inc. entered into a
settlement agreement with the end
payor class for $30m on August 14,
2023 and received final court approval
on December 5, 2023. On October 22,
2023, Indivior Inc. entered into a
settlement agreement with the
remaining direct purchaser class for
$385m, which received final court
approval on February 27, 2024.

Other antitrust and consumer
protection claims
In 2013, RBPI (now known as Indivior
Inc.) received notice that it and other
companies were defendants in a
lawsuit initiated by writ in the
Philadelphia County (Pennsylvania)
Court of Common Pleas. See Carefirst
of Maryland, Inc. et al. v. Reckitt
Benckiser Inc., et al., Case. No. 2875,
December Term 2013. The plaintiffs
included approximately 79 entities,
most of which appeared to be
insurance companies or other
providers of health benefits plans.
The Carefirst plaintiffs' claims were
resolved in connection with final
approval of the end payor settlement
in the Antitrust MDL, and the Carefirst
action accordingly was dismissed on
February 14, 2024.

Humana, Inc. filed a complaint in
state court in Kentucky on August 20,
2021 with substantially the same
claims as were raised in the Antitrust
MDL. See Humana Inc. v. Indivior Inc.,
No. 21-CI-004833 (Ky. Cir. Ct.)
(Jefferson Cnty). The court lifted a stay
on October 30, 2023. Indivior moved
to dismiss the complaint in February
2024. Separately, Centene
Corporation, Wellcare Healthcare
Plans, Inc., New York Quality
Healthcare Corp. (d/b/a Fidelis Care),
and Health Net, LLC filed a complaint
in the Circuit Court for the County of
Roanoke, Virginia alleging similar
claims on January 13, 2023. See
Centene Corp. v. Indivior Inc., No.
CL23000054-00 (Va. Cir. Ct.) (Roanoke
Cnty). Indivior demurred to the
complaint and asserted pleas in bar
in early February 2024.

The Group is still in the process of
evaluating the claims, believes it has
meritorious defenses, and intends to
defend itself. No estimate of the
range of potential loss can be made
at this time.

Civil opioid litigation
The Group has been named as a
defendant in more than 400 civil
lawsuits alleging that manufacturers,
distributors, and retailers of opioids
engaged in a longstanding practice to
market opioids as safe and effective
for the treatment of long-term
chronic pain to increase the market
for opioids and their own market
shares for opioids, or alleging
individual personal injury claims.
Most of these cases have been
consolidated and are pending in a
federal multi-district litigation ("the
Opioid MDL") in the U.S. District Court
for the Northern District of Ohio. See
In re National Prescription Opiate
Litigation, MDL No. 2804 (N.D. Ohio).
Nearly two-thirds of the cases in the
Opioid MDL were filed by cities and
counties, while nearly one-third of
the cases were filed by individual
plaintiffs, most of whom assert claims
relating to neonatal abstinence
syndrome ("NAS"). Litigation against
the Group in the Opioid MDL is
stayed. Motions to remand have been
denied or withdrawn in more than 50
cases to which the Group is a party
(among numerous other defendants).
Motions to remand remain pending in
additional cases to which the Group
is a party.

Cases filed by (1) Blue Cross and Blue
Shield of Massachusetts, Inc., Blue
Cross and Blue Shield of
Massachusetts HMO Blue, Inc., (2)
Health Care Service Corp., (3) Blue
Cross and Blue Shield of Florida, Inc.,
Health Options, Inc., (4) BCBSM, Inc.
(d/b/a Blue Cross and Blue Shield of
Minnesota) and HMO Minnesota (d/b/
a Blue Plus), (5) Molina Healthcare,
Inc., and (6) Aetna Inc. were filed in
the Circuit Court for the County of
Roanoke, Virginia. See Health Care
Services Corp. v. Indivior Inc., No.
CL20-1474 (Lead Case) (Va. Cir. Ct.)
(Roanoke Cnty). In July 2023, Indivior
Inc. and BCBSM, Inc. and HMO
Minnesota agreed to mutual releases
and settlement. The remaining
plaintiffs asserted claims under
federal and state RICO statutes, state
antitrust statutes, state statutes
prohibiting unfair and deceptive
practices, state statutes prohibiting
insurance fraud, and common law
fraud, negligent misrepresentation,
and unjust enrichment. The Group
filed demurrers, which the court
sustained in part and overruled in
part. Separately, Indivior Inc. filed
counterclaims against several
plaintiffs alleging violations of certain
insurance fraud statutes. The
plaintiffs demurred. The court
overruled HCSC's demurrer but
sustained the demurrers of the
remaining plaintiffs named in Indivior
Inc.'s counterclaims. A jury trial on the
Group's pleas in bar to the remaining
plaintiffs' fraud claims was held on
October 30 – November 3, 2023. The
jury rendered a verdict finding that
the plaintiffs' fraud claims are not
barred by the statute of limitations. A
jury trial on the merits has been set
for July 15, 2024 – August 15, 2024.

The Court in the Opioid MDL has
indicated that it does not intend to
set additional bellwether trials for
Tier 2 and Tier 3 manufacturer and
distributor defendants, provided that
those defendants remain actively
engaged in mediation. The plaintiffs'
executive committee indicated that it
may seek leave to amend complaints
to name additional defendants based
on ARCOS data concerning opioid
products. The court held a status
conference on February 14, 2024, but
did not rule on whether such
amendment will be permitted.

Separately, Indivior Inc. was named as
one of numerous defendants in civil
opioid cases that are not part of the
Opioid MDL:

In 2017, Indivior Inc. was named as
one of numerous defendants in
International Brotherhood of
Electrical Workers Local 728 Family
Healthcare Plan v. Allergan, PLC et al.,
Case ID: 190303872 (C.P. Phila. Cnty).
That case was consolidated with Lead
Case No. 2017-008095 in Delaware
County and stayed. The Delaware
County court held a hearing on
September 29, 2023 regarding the
status of settlement discussions and
other issues in various groups of
cases in the consolidated action. On
December 29, 2023, the court issued
an order remanding all third-party
payor cases, including the case
involving Indivior, back to the
Philadelphia Court of Common Pleas.
The parties agreed that preliminary
objections to the complaints would
be due on the later of April 26, 2024,
or one week after the remand order is
docketed. The remand order has not
yet been docketed. However, the
Philadelphia Court of Common Pleas
held a status conference for all
remanded cases on February 28, 2024,
during which the court indicated that
it does not intend to further stay
proceedings.

Indivior Annual Report and Accounts 2023Strategic ReportLegal Proceedings continued
Legal Proceedings continued

Indivior also was named as one of
numerous defendants in various
other federal and state court cases
that are not in the Opioid MDL and
were brought by municipalities. These
cases include, for example, 35 actions
filed in New York state court that
were removed to federal court, as
well as cases filed in federal district
courts sitting in Alabama, Florida, and
Georgia. The plaintiffs filed motions
to remand the New York cases, which
remain pending. The plaintiffs in the
case filed in the Northern District of
Alabama have voluntarily dismissed
their complaint, subject to certain
tolling agreements. The various other
federal actions currently are stayed,
and Indivior is not yet required to
substantively respond to the
complaints.

Indivior Inc. was named as a
defendant in five individual
complaints filed in West Virginia state
court that were transferred to West
Virginia's Mass Litigation Panel. See In
re Opioid Litigation, No. 22-C-9000
NAS (W.V. Kanawha Cnty. Cir. Ct.) ("WV
MLP Action"). All five of Indivior Inc.'s
cases in the WV MLP Action involved
claims related to NAS. Indivior Inc.
moved to dismiss all five complaints
on January 30, 2023. By order dated
April 17, 2023, the court granted
Indivior's motions to dismiss. The
plaintiffs filed a notice of appeal on
June 30, 2023. Appellate briefing in the
cases involving Indivior has been
stayed.

Given the status and preliminary
stage of litigation in both the Opioid
MDL and the separate federal and
state court actions, no estimate of
possible loss in the opioid litigation
can be made at this time.

False Claims Act allegations
In August 2018, the United States
District Court for the Western District
of Virginia unsealed a declined qui
tam complaint alleging causes of
action under the Federal and state
False Claims Acts against certain
entities within the Group predicated
on best price issues and claims of
retaliation. See United States ex rel.
Miller v. Reckitt Benckiser Group PLC
et al., Case No. 1:15-cv-00017 (W.D. Va.).
The suit also seeks reasonable
attorneys’ fees and costs. The Group
filed a Motion to Dismiss in June 2021,
which was granted in part and denied
in part on October 17, 2023. The
relator filed a sixth amended
complaint against only Indivior Inc. on
December 7, 2023. Indivior's deadline
to respond to the sixth amended
complaint is March 18, 2024.

In May 2018, Indivior Inc. received an
informal request from the United
States Attorney’s Office (“USAO”) for
the Southern District of New York,
seeking records relating to the
SUBOXONE film manufacturing
process. The Group provided the
USAO certain information regarding
allegations that the government
received regarding SUBOXONE film.
There has been no communication
regarding this matter with the USAO
since 2022.

U.K. shareholder claims
On September 21, 2022, certain
shareholders issued representative
and multiparty claims against Indivior
PLC in the High Court of Justice for
the Business and Property Courts of
England and Wales, King’s Bench
Division. On January 16, 2023, the
representative served its Particular of
Claims setting forth in more detail the
claims against the Group, while the
same law firm that represents the
representative also sent its draft
Particular of Claims for the multiparty
action. The claims made in both the
representative and multiparty actions
generally allege that Indivior PLC
violated the U.K. Financial Services
and Markets Act 2000 (“FSMA 2000”)
by making false or misleading
statements or material omissions in
public disclosures, including the 2014
Demerger Prospectus, regarding an
alleged product-hopping scheme
regarding the switch from SUBOXONE
tablets to SUBOXONE film. Indivior
PLC filed an application to strike out
the representative action. On
December 5, 2023, the court handed
down a judgment allowing the
Group's application to strike out the
representative action. The court
subsequently awarded certain costs
to the Group. On January 23, 2024, the
claimants requested permission to
appeal the decision to the court of
appeals.

The Group has begun its evaluation of
the claims, believes it has meritorious
defenses, and intends to vigorously
defend itself. Given the status and
preliminary stage of the litigation,
no estimate of possible loss can be
made at this time.

Tooth damage allegations
The Group has been named as a
defendant in more than 40 lawsuits
that have been consolidated into a
multi-district litigation in the
Northern District of Ohio. See In Re
Suboxone (Buprenorphine/Naloxone)
Film Products Liability Litigation, MDL
No. 3092 (N.D. Oh.). The plaintiffs
generally allege that the Group failed
to properly warn physicians of the
risk of dental injury, and further
allege that SUBOXONE products were
defectively designed. The plaintiffs
generally seek compensatory
damages, as well as punitive damages
and attorneys’ fees and costs. Product
liability cases such as these typically
involve issues relating to medical
causation, label warnings and
reliance on those warnings, scientific
evidence and findings, actual,
provable injury and other matters.
These cases are in their preliminary
stages. The Group is evaluating the
claims and its defenses, believes it
has meritorious defenses, and
intends to defend itself. No estimate
of the range of potential loss can be
made at this time. These lawsuits
follow a June 2022 required revision
to the Prescribing Information and
Patient Medication Guide about
dental problems reported in
connection with buprenorphine
medicines dissolved in the mouth to
treat opioid use disorder. This
revision was required by the FDA of
all manufacturers of these products.

Indivior Annual Report and Accounts 2023Strategic ReportRisk Management

Indivior's Approach
to Risk

Principal risks and
risk management
Effective management of existing and
emerging risks is critical to the success
of our Group and the achievement of
our strategic objectives. Risk must be
accepted to a reasonable degree for
our Group to execute our strategic
objectives and pursue business
opportunities aligned with
our mission. Risk management
is therefore an integral component
of our culture and governance.

Managing risks
Our Enterprise Risk Management
(“ERM”) process is designed to identify,
assess, manage, report and monitor
risks and opportunities that may
impact the achievement of the Group’s
strategy and objectives. The Board
defines the Group’s risk appetite. This
enables the Group to define both
quantitative and qualitative criteria,
and considering likelihood and risk
impact, to ultimately determine the
level of risk it is prepared to take in
pursuing its strategic objectives.

An effective ERM process is
fundamental to our ability to meet our
operational and strategic objectives.
The competitive market in which we
operate has industry-specific risks,
particularly those relating to new
product development and
commercialization, intellectual
property enforcement and legal
proceedings, and compliance with laws
and regulations. This requires that
existing and emerging business risks
are effectively assessed, appropriately
measured, regularly monitored, and
addressed through mitigation plans.

Our Board of Directors oversees
Indivior’s risk management,
determines the Group’s risk appetite,
carries out an assessment of the
Group’s principal and emerging risks
and oversees the governance of
Indivior’s principal risks

Our Executive Committee
monitors the effectiveness of risk
management activities and reviews
Indivior’s principal risks

Our Risk Management Team
coordinates the ERM process

Board of Directors

Executive Committee

Risk Management Team

Risk Mitigation

Integrity & Compliance
Department

Our Integrity & Compliance
Department develops and
implements an effective compliance
management program

Business unit
and corporate
functional leadership

Our business unit and corporate
functional leadership executes
day-to-day risk management
activities and manages risk mitigation
actions within their respective
functions or areas

Internal Audit Team

Indivior Audit Services provides
independent assurance of the
effectiveness of governance, risk
management and controls

Any single risk or combination of the
risks listed below could impact the
Group’s viability (see our Viability
Statement on pages 74 and 75).

Emerging risks
Emerging risks are risks whose effects
have not yet been substantially
realized in the enterprise, but have
the potential to be a challenge for
the Group. These risks are unlikely
to impact the business next year;
however, they can rapidly change and/
or are nonlinear. There is a continuous
focus on identifying and assessing
potential emerging risks. The Risk
Management and Financial Planning &
Analysis teams, in partnership with the
business functions, monitor potential
disruptions that could dramatically
impact our industry and business
from a risk and opportunity
perspective. The Board and Executive
Committee carry out a robust review of
emerging risks.

The identification and assessment of
climate-related risk is part of the ERM
process mentioned above. Following
our recent scenario assessment (see
our TCFD disclosure on pages 47 to 51,
we have determined that climate
change is not currently a principal risk
to our business, but we will continue
to monitor it as an emerging risk.

Our ERM process fosters and
embeds a Group-wide culture of
risk management that is responsive,
forward-looking, consistent
and accountable.

Examples of our 2023 risk management
activities include: a quantitative
assessment of climate-related risks;
development of climate risk taxonomy;
and select resilience tabletop
exercises as part of the Group’s
business resilience program.

Governance and responsibilities
The Board has overall responsibility
for the Group’s risk management.
The Audit & Risk Committee assists the
Board in overseeing the Group’s risk
management activities, including
reviewing the Group’s principal and
emerging risks with a focus on
key risk areas. In addition, the Board’s
Committees regularly review risks
relevant to their area of focus.
This includes, but is not limited to,
risks relating to legal, financial,
commercial, regulatory, and
compliance matters.

The Executive Committee has been
tasked by the Board to manage the
Group’s risk management activities.
Quarterly, the Executive Committee
reviews enterprise risks as part of its
regular business reviews. It also
assesses any changes impacting the
Group, including emerging risks and
impacts to Indivior’s principal risks,
as well as underlying mitigating plans.

Business unit and functional
leadership executes day-to-day risk
management activities, including risk
identification. They also manage risk
mitigation actions within their
respective areas, in alignment
with the ERM framework.

The Risk Management Team facilitates
the ERM program, including the
implementation of processes and
tools to identify, assess, measure,
monitor and report risks.

Our principal risks
The Board has carried out a robust
risk assessment so that principal
risks are effectively managed and/or
mitigated to help ensure the Group
remains viable. The Board considers
the principal risks to be the most
significant faced by the Group; these
include those that could threaten
the Group’s business model, future
performance, solvency, or liquidity.

While the Group aims to identify
and manage such risks, no risk
management strategy can provide
absolute assurance against loss.

The tables on pages 66 to 73 provide
insight into the Group’s principal risks,
outlining why effective management
of these risks is important, how we
manage them, how the risks relate to
the Group’s strategic priorities, and
changes to the status of these risks
compared to prior year. Additional
risks, not listed here, that the Group
cannot presently predict or does not
believe to be equally significant, may
also adversely affect the Group’s
business, results of operations and
financial condition. The principal risks
and uncertainties are not listed in
order of significance.

Principal risks remain broadly
unchanged compared to the prior
year, except for two principal risks.
The Commercialization principal
risk has increased for two reasons;
the continued worldwide pricing
and reimbursement pressure on
pharmaceutical products, combined
with the entrance of another long-
acting injectable for the treatment of
OUD in the U.S. market caused this
change. Conversely, the Supply
principal risk has decreased, given the
FDA regulatory approval of an
alternate third-party filling site for
SUBLOCADE® and PERSERIS® and the
acquisition of the Group’s sterile
manufacturing site in November 2023,
which although not able to
manufacture our products today, will
provide an opportunity for the Group
to bring such manufacturing in-house
in the future.

Indivior Annual Report and Accounts 2023Strategic ReportRisk Management continued

Business operations

The Group’s operations rely on complex processes and systems, strategic partnerships, as well as specially
qualified and high-performing personnel to develop, manufacture and sell our products. Failure to
continuously maintain operational and compliance processes and systems, as well as retain and/or
recruit qualified personnel, could adversely impact product availability and patient health, and ultimately
the Group’s performance and financials. Additionally, we operate in an ever-evolving regulatory, political,
and technological landscape. We therefore need the right priorities, capabilities, and structures in place
to successfully execute on our business strategy and adapt to this changing environment.

Cybersecurity
Cyberattacks are a global and cross-industry threat with the number, severity, and sophistication of
attacks continuing to rise, including ransomware. The pharmaceutical industry remains a primary target
for various cybercriminal groups. Cyberattacks can be initiated from a variety of sources and target the
Group in several ways, including network, systems, and applications used by the Group or third-party
partners. Furthermore, the Group does not have control over the cybersecurity systems of its third-party
partners. The Group continuously assesses cyber risks and dedicates significant resources, including
systems and training, to effectively defend against cyberattacks, but cannot provide absolute security
against cyberattacks.

Examples of risks
– Failure, disruptions, or significant
performance issues experienced
with our key processes,
Information Technology (“IT”)
systems, and/or by our critical
third-party partners.

– Cybersecurity breaches could

have a significant impact on our
operations and/or result in loss
of intellectual property,
confidential data, and
personally-identifiable
information (“PII”).

– Failure to motivate, retain and
recruit qualified workforce and
key talent.

Management actions
– Business operating standards, monitoring processes,

and business resilience program.

– IT strategy, governance, policies, processes, systems,

and disaster recovery plans supporting overall business
continuity are in place, including cyber incidence
response readiness.

– Processes and tools to secure systems and
protect data are deployed, including virtual
private network (“VPN”), and security information
and event management (“SIEM”).

– Continued security awareness, including e-learning

and phishing exercises.

– Updated crisis communication plan and procedures

and conducted resilience tabletop exercises.

– Talent management and culture development programs

are in place, including talent review and retention programs
focused on identifying key roles and successors.

– Hybrid work policy enabling flexible ways of working.

Trend versus
prior year:

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

3 Build & Progress
the Pipeline

4 Optimize Our

Operating model

Trend versus
prior year:

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

3 Build & Progress
the Pipeline

Product pipeline, regulatory and safety

The research and development (“R&D”) of new products and technologies are inherently uncertain and
lengthy. They require significant and continuous financial and resource investments, and strategic
partnerships without any guarantee of success. Any stage of the R&D process is susceptible to failure.
Promising new product candidates may never make it to market or may only experience limited
commercial success because of issues related to efficacy or safety, poor clinical outcomes, difficulty
obtaining regulatory approvals, narrow range of approved uses, prohibitively high manufacturing costs,
inability to create or protect intellectual property rights, or infringement on the intellectual property
of others. Therefore, the failure to successfully advance our product pipeline could have a material effect
on the Group’s long-term performance and prospects.

The Group is developing its early-stage assets (i.e., preclinical to Phase 2 assets). Our nonclinical and clinical
activities are primarily outsourced, and the majority of our clinical studies are carried out by independent
third-party contract research organizations (“CROs”). This includes pre-study visits, training, program
management, document preparation, site identification, screening and preparation. We have
no direct control over the CROs’ activities. Delays and/or interruptions in the CROs’ activities may delay
or postpone the progress of our clinical studies. Furthermore, we depend on the reliability and validity
of the activities carried out by the CROs to support our regulatory filings. If any of the CROs’ work products
were to be erroneous or insufficient, it might negatively impact our own clinical data, results and
corresponding regulatory approvals.

Research, development, manufacturing and distribution is governed by complex, strict and
multi-jurisdictional regulations, including the U.S. FDA. Regulatory approvals may not be given at all,
or in a timely manner, for new products or for additional indications or uses of already approved ones.
Patient safety depends on our ability to perform robust safety assessment and interpretation and to
ensure that appropriate decisions are made regarding the benefit/risk profiles of our products. Deviations
from these quality and safety practices could impact patient safety and market access, which can have
a material effect on the Group’s performance and prospects.

In addition, strong competition exists for strategic collaborations, licensing arrangements and acquisition
targets. If we are unable to execute strategic transactions – or if such transactions do not yield the expected
product development, synergies or financial performance – our business prospects may suffer.

Examples of risks
– Failure to advance the

development and/or obtain
regulatory approval of
pipeline products.

– Failure to identify R&D assets

and/or merger and acquisitions
("M&A") targets, conduct effective
due diligence, or to integrate
newly-acquired business
effectively and/or achieve
expected potential due to
integration challenges.

– Potential liability and/or

additional expenses associated
with ongoing regulatory
obligations and oversight.

– Unexpected changes to the
benefit/risk profiles of
our products.

Management actions
– Business development strategy aligned with

the Group’s strategy.

– Product development process, including a stage-gate process

to continually evaluate R&D investment decisions.

– Incorporated assets from the Opiant acquisition into

the Group’s pipeline.

– Integration plan and team for M&A-related activities.

– Post-marketing study and real-world evidence programs.

– Market valuation and financial modeling.

– Comprehensive cross-functional due-diligence process,

supported by external experts.

– Ongoing Quality, Safety and Regulatory monitoring

and auditing programs.

– Policies and standards governing scientific interactions

and communication.

– Strategies to defend against and pursue appropriate

resolution of potential product liability claims.

– Rigorous pharmacovigilance processes for ongoing evaluation
of data collected from multiple sources related to patient
safety are in place. These include Risk Evaluation & Mitigation
Strategy (“REMS”) programs in the U.S. and Risk Management
Plans (“RMP”) outside the U.S.

Increased risk

No change

Decreased risk

Indivior Annual Report and Accounts 2023Strategic ReportTrend versus
prior year:

Economic and financial

The pharmaceutical business includes inherent risks and uncertainties, requiring the Group to make
significant financial investments to develop and support the success of our product portfolio. Generating
cash flow from our approved products, together with external financing, sustains our financial position,
allows development of new products and funds business growth. Realizing value on those investments is
dependent upon regulatory approvals, market acceptance (including pricing reimbursement levels),
strategic partnerships, competition and legal developments. Together with potential pressure on our level
of net working capital, our ability to comply with our debt covenants in the long term could be negatively
impacted. As a global business, we are also subject to political, economic, capital markets and tax
regulation changes.

Inflationary pressures and monetary tightening
The combination of central banks measures and progress in addressing supply chain challenges
has reduced inflation. However, globally, inflationary pressures (e.g., labor, energy, shipping costs)
and monetary tightening measures will continue, given tight labor market conditions and geopolitical
conflicts and tensions.

Examples of risks
– Inability to raise capital, or

execute business development
and alliance opportunities.

– Failure to meet financial

obligations and performance.

Management actions
– Process to optimize cost and finance structures

and active expense management.

– Ongoing monitoring of financial performance
and compliance with financial covenants.

– Strategies supporting expansion opportunities

– Changes to international tax

and diversification.

environment and regulations,
including potential tax increases
as governments seek to fund
public finances.

– Inflationary pressures impacting
labor, materials, freight costs
and monetary tightening.

– Regular appraisals of debt and capital market conditions

with advisors and counterparties.

– Ongoing monitoring of potential changes in tax

legislations and their related impacts.

– Proactive supply chain planning and cost

monitoring activities.

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

3 Build & Progress
the Pipeline

4 Optimize Our

Operating Model

Trend versus
prior year:

The overall risk
increased, given
continued pricing
and reimbursement
pressure and
competition
in the U.S. market.

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

Risk Management continued

Commercialization

Successful commercialization of our products is a critical factor for the Group’s sustained growth
and robust financial position. New products involve substantial investment in marketing, market access
and sales activities, product stocks and other investments. Certain factors, if different than anticipated,
can significantly impact the Group’s performance and position. These factors include: final label claims;
healthcare professionals (“HCP”)/patient adoption and adherence; generic and brand competition; pricing
pressures; private and government reimbursement schemes and systems; negotiations with payors;
erosion and/or infringement of intellectual property (“IP”) rights; product availability; and political
and socioeconomic factors.

Pricing and reimbursement pressure
Governments across the world continue to consider and take actions to reduce expenditure on drugs
and to implement various cost-control measures. In the U.S., there is bi-partisan support for drug pricing
reforms at both federal and state levels, which include potential legislative and regulatory actions.
Examples of such actions include: encouraging the import of drugs; pricing drugs according to a defined
international pricing reference; encouraging more competition; implementing drug pricing provisions of
the Inflation Reduction Act of 2022; establishing state-based registration and disclosure requirements; and
undertaking other initiatives. These, together with federal and state government fiscal constraints, pose
direct and indirect downward pressure risk on drug prices and cost containment measures. The Group
continues to monitor potential legislative and regulatory changes and their impacts, advocating for the
Group’s products based on scientific studies and patient-centered outcomes. However, certain potential
legislative and regulatory drug pricing changes could have an adverse impact on the Group’s financial
performance and results in the future.

The entrance of long-acting injectables produced by competitors for OUD and schizophrenia treatments in
the U.S. is likely to create pricing pressure as payors will try to negotiate higher rebates
to maintain SUBLOCADE’s and PERSERIS’ respective position on their formulary.

Examples of risks
– Launch of competing branded

and/or generic products.

– Lower CJS facility adoption,
HCP adoption and patient
enrollments and/or adherence
to SUBLOCADE, including the
decrease linked to limited/
restricted patient visits and
HCP interactions.

– Unexpected changes to

government and/or commercial
reimbursement levels,
government pricing and/or
funding pressures, and
market access.

– Revenue diversification in the
U.S. (i.e., PERSERIS, OPVEE) and
outside the U.S.

Management actions
– Creation of three dedicated U.S. sales force and marketing

teams (i.e., Addiction Sciences (“AS”), Behavioral Health (“BH”),
and Overdose Reversal Sciences ("ORS")) and expansion of
both AS and BH sales forces.

– Continued access investments in organized health

systems, including the expansion of the dedicated CJS team.

– Expansion of point of care (i.e., patient injection pharmacy) for

OUD treatment by partnering with a U.S. grocery store company.

– Emphasizing value of products and health economics

tailored to commercial and government payors through
market access activities, medical education and enhanced
real-world evidence.

– Patient platforms supporting provider location,

reimbursement support and co-pay assistance for eligible
patients; and other tools (e.g., community re-entry providers).

– Ongoing training and development for field-based employees.

– Policies and standards governing commercial activities,

including pricing.

– Monitoring of government and commercial pricing and

reimbursement-related trends/measures and development
of mitigation strategies, as well as advocacy programs.

– International growth, pipeline development, marketing

and business development strategies.

Increased risk

No change

Decreased risk

Indivior Annual Report and Accounts 2023Strategic ReportRisk Management continued

Supply

The manufacturing and supply of our products are highly complex processes. They depend on a
combination of internal manufacturing capabilities and third parties for the timely supply of our finished
drug and combination drug products. The Group almost exclusively relies on third parties, including
contract manufacturing organizations (“CMOs”), to manufacture, test and distribute our finished products.
The manufacturing of oral solid dose, film products, aseptically filled injectables and nasal sprays
is subject to stringent global regulatory, quality and safety standards, including Good Manufacturing
Practice (“GMP”). Major delays or interruptions in the supply chain and/or product quality failures could
significantly disrupt patient access, adversely impact the Group’s financial performance, and lead
to product recalls and/or potential regulatory actions against the Group, along with potential
reputational damage.

Outsourcing partners
The Group’s products are filled and packaged by CMOs in the U.S. and U.K. and some are single-sourced.
The Group’s supply development and monitoring and contingency planning processes include: additional
and redundant capacity (e.g., qualification of additional sites and building extra capacity at an existing
supplier); proactive management of inventories throughout the supply-to-patient delivery process; and
initiatives to identify and qualify alternative sites and/or suppliers. In Q4 2023, an alternative high-volume
CMO site was approved by the U.S. FDA. The Group also acquired a facility in Raleigh, North Carolina, which
will become a critical hub for sterile injectable manufacturing in the future. Despite these additional
capacities and mitigating measures, if major delays, interruptions or quality events occur at those CMOs,
the delivery of products to our patients could be significantly disrupted.

Examples of risks
– Disruptions at our critical

CMOs and/or at supply chain
partners, including freight and
logistics providers.

– Inability to supply compliant-

finished products in a continuous
and timely manner.

Management actions
– Business continuity, disaster recovery, emergency response
plans and enhanced communication protocols across the
supply chain network.

– Acquisition of a sterile manufacturing plan in the U.S.

– Periodic risk-based reviews for critical vendors are in place

and development of a second/third-tier supplier risk analysis
is underway.

– Contingency plans (including qualification of alternative
suppliers/providers) and management of safety stocks.

– Comprehensive product quality and control processes and
manufacturing performance monitoring across the supply
chain network.

– Ongoing monitoring of inventory levels, detailed production

prioritization and monitoring of CMO execution.

Trend versus
prior year:

The overall risk
decreased, given
de-risking of
manufacturing
capabilities by the
regulatory approval
of an alternative
filling CMO site for
SUBLOCADE and
acquisition of a sterile
manufacturing site.
The acquired site will
not be available for
the manufacture of
SUBLOCADE and
PERSERIS for a
few years.

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

Increased risk

No change

Decreased risk

Trend versus
prior year:

Legal and intellectual property

Our pharmaceutical operations, which include the use of controlled substances, are subject to a wide
range of laws and regulations. Perceived or actual non-compliance with these laws and regulations
can result in investigations or proceedings leading to civil or criminal sanctions, fines and/or damages
as well as reputational damages.

IP rights protecting our products may be challenged by external parties, including generic pharmaceutical
manufacturers. Although we have developed patent protection for our products, including SUBLOCADE,
we are exposed to the risk that courts may decide that our IP rights are invalid and/or that third parties
do not infringe our asserted IP rights.

In connection with the agreements entered in 2020 to resolve criminal charges and civil complaints
related to SUBOXONE film, the Group has specific requirements to fulfill. These are in addition to the
Group’s pre-existing obligations to comply with applicable laws and regulations associated with its U.S.
pharmaceutical operations. The Group could be subject to penalties if it fails to fulfill the requirements
within the stated agreements (for more information, see the Compliance principal risk on pages 72 to 73).

The Group is also a party to seven legacy lawsuits filed by private plaintiffs alleging violations of civil
antitrust laws, fraud, and other claims relating to the Group’s marketing of SUBOXONE film that have
not been settled (see Legal Proceedings section on pages 60 to 63).

The Group is also a defendant in more than 400 civil lawsuits brought by state and local governments
and public health agencies; among others. It is alleged that manufacturers, distributors, and retailers
of opioids engaged in a longstanding practice to promote opioids as safe and effective for the treatment
of long-term chronic pain to increase the market and their respective market shares for opioids,
or alleging personal injury claims. Most of these cases have been consolidated and are pending in
a federal multi-district litigation (“the Opioid MDL”). Nearly 2/3 of the cases in the Opioid MDL were filed
by cities and counties, while nearly 1/3 of the cases were filed by individual plaintiffs, most of whom
assert claims relating to neonatal abstinence syndrome (“NAS”). Indivior Inc., a subsidiary of the Group,
was separately named as a defendant in five individual personal-injury NAS actions in the West Virginia
state court. Litigation against the Group in the Opioid MDL is stayed, and the state-court cases are in
preliminary stages (for more information, see the Legal Proceedings section on pages 60 to 63).

The Group is a defendant in over 40 lawsuits in which individual plaintiffs claim that SUBOXONE® film
caused them to suffer dental caries, tooth loss, or other damage to their teeth. The plaintiffs generally
allege that the Group failed to properly warn physicians of the risk of dental injury, and further allege that
SUBOXONE film products were defectively designed. The cases have been consolidated and are pending in
a federal multi-district litigation (“the Dental MDL”). Litigation against the Group in the Dental MDL is
stayed (for more information, see the Legal Proceedings section on page 63).

Indivior Inc. is a defendant in a qui tam lawsuit complaint, alleging causes of action under the Federal
and state False Claims Acts and other laws related to best price issues and claims of retaliation. The suit also
seeks reasonable attorneys’ fees and costs. On October 17, 2023, the court granted in part and denied in part
the Motion to Dismiss, with leave to amend. The relator filed a sixth amended complaint against only Indivior
Inc on December 7, 2023 (for more information, see the Legal Proceedings section on page 62).

Unfavorable outcomes in any of these legal proceedings could have a material adverse impact on the Group’s
business, financial condition and/or operating results (see the Legal Proceedings section on pages 60 to 63).

Examples of risks
– Legal proceedings related to
antitrust, state, shareholders,
product liability claims,
government enforcement and/or
private litigation associated with
the manufacturing, marketing
and distribution of our products.

– Inability to obtain, maintain and

protect patents and other
proprietary rights.

Management actions
– Quality, patient safety, monitoring and compliance are

embedded in the Group’s processes and culture.

– Cooperation with government authorities in connection with
ongoing litigations, utilizing internal and external counsel.

– Insurance coverage, financial modeling and

monitoring activities.

– Ongoing active review, management and enforcement of our
product patents, marketing exclusivity and other IP rights.

– Strategies to defend against and pursue appropriate

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

3 Build & Progress
the Pipeline

resolution of potential IP claims.

– Revenue diversification strategy.

Indivior Annual Report and Accounts 2023Strategic ReportTrend versus
prior year:

Link to strategic
priorities:

1 Grow

SUBLOCADE®
to >$1.5bn

2 Diversify Revenue

3 Build & Progress
the Pipeline

Compliance continued

Examples of risks
– Failure to meet the requirements
of the government agreements
(i.e., CIA, DOJ and FTC).

– Non-compliance with our Code
of Conduct, anti-corruption,
healthcare, data privacy or local
laws and regulations across
all geographies.

– Inability to adequately

respond to changes in laws
and regulations, including
data privacy.

– Failure to comply with payment

and reporting obligations
under U.S. and foreign
government programs.

– Inability to meet all

requirements related to a U.S.
stock listing.

Management actions
– Oversight, monitoring and reporting of compliance

requirements with government agreements have been
implemented, including a management certification
and defined sub-certification process.

– I&C Program and development of compliance capabilities,

guided by a defined strategic plan and learnings from program
operations and continuous evolution.

– Code of Conduct promoting and upholding ethical conduct of
employees: environmental and climate change; human rights;
diversity and inclusion; anti-bribery and corruption.

– Supplier Code of Conduct defining standards of conduct

expected for the Group’s suppliers.

– Compliance policies and processes, including Code

of Conduct and an enhanced risk assessment,
and related mandatory employee training programs.

– Confidential independent reporting process with multiple

avenues for employees to report concerns (including
anonymous reporting where local law permits).

– Oversight and monitoring of controls, including regional

compliance committees.

– Data privacy governance, management framework,

and training.

– Continuous review and assessment of developments in the
law, applicable industry standards, and business practices.

– Ongoing monitoring of controls over government pricing

and reporting.

– Internal processes and procedures for reporting under

applicable U.S. securities rules and regulations.

Trend versus
prior year:

Risk Management continued

Compliance

Our Group operates globally and the pharmaceutical industry is both highly competitive and regulated.
Complying with all applicable laws and regulations, including engaging in activities that are consistent
with legal and industry standards, and with our Group’s Code of Conduct, are core to the Group’s mission,
culture and practices. The Group has processes and procedures to identify, analyze and investigate any
potential or actual violations of policy or law and, if necessary, take appropriate remedial or corrective
actions. Effective procedures and controls are necessary to provide reliable information and prevent and
detect potential fraud and/or misconduct. Failure to comply with applicable laws and regulations may
subject the Group to civil, criminal and administrative liability, including the imposition of substantial
monetary penalties, fines and damages. Non-compliance may also result in the restructuring of the
Group’s operations through the imposition of compliance or integrity obligations, with a potential adverse
impact on the Group’s prospects, reputation, results of operations and financial condition.

Compliance with government agreements
In 2020, as part of the Group’s resolution of federal criminal and civil charges related to its legacy
products (see Legal Proceedings section on pages 60 to 63), the Group also entered into a Corporate
Integrity Agreement (“CIA”) with the U.S. Department of Health & Human Services Office of Inspector
General (“HHS-OIG”). The five-year CIA requires, among other things, that the Group implement measures
designed to ensure compliance with the statutes, regulations and written directives of U.S. Medicare,
U.S. Medicaid and all other U.S. Federal health care programs, as well as with the statutes, regulations
and written directives of the FDA. The Group is subject to additional periodic reporting and monitoring
requirements related to the Agreements.

In addition, the CIA requires reviews by an independent review organization, a compliance expert
to advise the Board, compliance-related certifications from the Group’s executives and certain Board
members, and the implementation of a risk assessment and mitigation process. The CIA sets out specified
monetary penalties that may be imposed on a per-day basis for failure to comply with the obligations
specified in the CIA. The CIA also includes specific procedures under which the Group must notify HHS-OIG
if it fails to meet the requirements under the CIA. In the event that HHS-OIG determines the Group
to be in material breach of certain requirements of the CIA (including repeated violations or any flagrant
obligations under the CIA, a failure by the Group to report a reportable event and/or take corrective
action, a failure to engage and use an independent review organization, or a failure to respond to certain
requests from HHS-OIG), the Group may be excluded from participating in the U.S. Federal health care
programs. This would have a severe impact on the Group’s ability to comply with the financial covenants
in the Group’s debt facility, maintain sufficient liquidity to fund its operations, pay off its debt in 2026
and generate future revenue. It would therefore impact the Group’s viability.

The Resolution Agreement with the U.S. Attorney’s Office for the Western District of Virginia and Consumer
Protection Branch contains certain requirements. These requirements include various reporting
obligations and specify that the Group’s Chief Executive Officer must (a) certify on an annual basis that,
to the best of their knowledge, after reasonable inquiry, the Group is in compliance with the U.S. Federal
Food, Drug and Cosmetic Act and has not committed health care fraud, or (b) provide a list of all non-
compliant activities and steps taken to remedy the activity. The U.S. Federal Trade Commission (“FTC”)
Stipulated Order contains specific notice and reporting requirements over a 10-year period related to
certain activities (e.g., follow-on drug product, filing of a citizen petition). The Group is subject to contempt
prosecution if it fails to comply with any terms of the Resolution Agreement.

As part of the Group’s Global Integrity & Compliance Program (“I&C Program”), comprehensive policies,
processes and systems have been implemented to educate, monitor, report, and embed compliance,
ethics, and integrity-related matters. The Group’s Chief Executive Officer is responsible for the day-to-day
operation of the I&C Program, with the oversight of the Group’s Board and the support of an independent
compliance expert. The Group’s Chief Integrity & Compliance Officer (“CICO”) leads the I&C Program
administration, supported by a global team of compliance professionals.

U.S. listing reporting requirements

Following the Nasdaq listing in the U.S., the Group is subject to the reporting requirements
of the Securities Exchange Act of 1934 (as amended), the Sarbanes-Oxley Act of 2002, the listing
requirements of the Nasdaq Stock Market, and other applicable securities rules and regulations.

Increased risk

No change

Decreased risk

Indivior Annual Report and Accounts 2023Strategic ReportViability Statement

Viability
Statement

The Group’s viability depends upon
successful execution of our business
strategy, with a focus on:

– continued growth of SUBLOCADE
toward its potential of >$1.5bn in
annual net revenue,

– diversification of net revenue,
including OPVEE, PERSERIS
and rest of world net revenues,

– building and progressing our
new product pipeline, and

– optimizing our operating model,
including management of our
remaining litigation risks.

The Directors evaluate the Group’s
future business prospects as part
of the strategic plan process.
This process is led by the Chief
Executive Officer through the Executive
Committee and involves all relevant
functions such as R&D, manufacturing
& supply chain, commercial, legal,
integrity & compliance, human
resources and finance. Development
of the strategic plan includes
a thorough examination of the
principal risks and potential actions
to manage and mitigate those risks.

The strategic plan summarizes
the Group’s strategic priorities,
the relevant and material principal
risks that could prevent the priorities
from being realized, and the financial
budget covering the following year.
The Board reviews and approves the
strategic plan, including the financial
budget, which involves challenging
key assumptions and risk mitigation
plans included therein.

In accordance with the U.K. Corporate
Governance Code, the Directors have
assessed the viability of the Group.
In determining the appropriate time
period for assessing viability, the
Directors considered the Group’s
strategic plan; impact of current
and potential future competition
including the expected patent
protection of our products; ongoing
legal proceedings; and liquidity
forecast including the maturity
of the term loan and final payment
of our DOJ Resolution Agreement.
The Directors believe a four-year
period to the end of 2027 appropriately
addresses these considerations.
This assessment period provides
a reasonable horizon for the financial
impact of these developments
to be reasonably considered.
Uncertainty in financial forecasts
increases over the time period
covered by our viability assessment.

The strategic plan reflects the
Directors’ best estimate of the Group’s
future business prospects. The plan
builds on our near-term expectations
for 2024 reflecting a limited reduction
in market share for SUBOXONE film in
the U.S. with further gradual reversion
to observed generic analogs after 2024.
The plan was then “stress tested,”
exploring resilience of the Group to
potential impacts of the principal risks
set out on pages 64 to 73.

This sensitivity reflects ‘severe but
plausible’ concurrent circumstances
the Group could experience, specific
to commercialization risks as follows:

– the risk that SUBLOCADE will
not meet revenue growth
expectations in the U.S. by modeling
a 10% decline on forecasts; and

– an accelerated decline in global

sublingual product sales, including
reversion to generic analogs for
SUBOXONE film in the U.S.

Having considered these risks along
with other principal risks set out
on pages 64 to 73, the Directors have
assessed the Group’s ability to comply
with the liquidity covenant and repay
the Group’s term loan, fulfil
obligations under litigation
settlements and the DOJ Resolution
Agreement and maintain sufficient
liquidity to fund its operations
and pipeline investments.

The Group’s viability during the
assessment period could be impacted
by sensitivities discussed above which
are beyond ‘severe but plausible’
or by impacts that are currently
unknown. In the early portion of the
viability period, the Director’s control
over certain matters, such as the
strategy to respond to and/or settle
legal proceedings, including potential
appeals of adverse decisions, helps
mitigate risk to the Group’s viability.
However, over the full viability period,
the Directors’ ability to influence
the outcome of such matters is more
limited. The impacts of government
pharmaceutical pricing and
reimbursement changes, competition,
further litigation and development of
our pipeline may present further risks
after the viability assessment period.

Based on their assessment of the
Group’s business prospects and
viability, the Directors confirm their
reasonable expectation that
the Group will continue in operation
and meet its liabilities as they come
due over the four-year period ending
December 31, 2027.

The Strategic Report on pages 1 to 75
was approved by the Board
on March 5, 2024.

By Order of the Board

Kathryn Hudson
Company Secretary

Other principal risks on pages 64 to 73
were also considered, but the above
financial risks were considered the
most immediate and significant that
could prevent the Group from
delivering on its strategic priorities
and remaining viable. A number
of other aspects of the principal
risks, including possible changes
to government pharmaceutical
pricing and reimbursement and
further litigation could also threaten
the Group’s viability in its current form.
Due to their nature and/or potential
impact, if they were to occur, these
were not modeled because the
range of reasonably possible
impacts are unknown.

The stress testing showed the Group
would be able to withstand the impact
of the ‘severe but plausible’ scenario
over the period of the viability
assessment, with excess liquidity
to absorb reasonably possible risks
not modeled. Although cuts to the
Group’s operating costs and planned
strategic investments were not
required in the scenario planning,
various actions can be executed to
ensure ongoing viability of the Group.

Indivior Annual Report and Accounts 2023Strategic ReportIntroduction to Governance

Chair’s
Governance
Statement

Graham Hetherington
Chair of the Board

Dear Shareholder,

to achieve long-term value creation
for our shareholders.

understanding of the substance use
disorder disease space.

On behalf of the Board,
I am pleased to introduce
our Corporate Governance
Report for the year ended
December 31, 2023. This
report sets out our approach
to governance and how the
Board and its Committees
operate. We also provide
an overview of the important
areas of the Board’s focus
and key decisions and
actions taken by the Board
during the year.

Governance and purpose
Indivior’s purpose, to bring science-
based, life-transforming treatment
to patients, is underpinned by high
standards of governance and
compliance. As a Board, we recognize
the importance of a strong governance
and compliance framework which
supports the business and facilitates
good decision-making. We also
recognize the critical role we play
in leading the Group in a way that
promotes its long-term success,
where integrity is integral to everything
we do, where risks can be properly
assessed and managed and where our
policies and practices are consistent
with our values. We believe that these
are the best foundations on which

Board and Committee composition
and succession planning
Last year I reported that a process was
underway to replace Dr. Tom McLellan
as he approached the end of his
nine-year term in November 2023.
Tom had a specific skill set and
expertise which we wanted to retain
on the Board and therefore finding the
right successor was a key priority for us
during the year. Following an extensive
search, led by the Nomination
Committee, we were pleased to
announce, in November 2023, the
appointment of Dr. Keith Humphreys as
an Independent Non-Executive Director.

This was a significant appointment for
the Board; Keith is one of the leading
minds in the substance abuse space
and his research addresses addictive
disorders and translation of science
into public policy. Keith is already
proving to be a tremendous asset
as we continue to focus on our
purpose of bringing science-based,
life-transforming treatments
to patients and expanding our
portfolio of pipeline assets.

Tom retired from the Board
in February 2024 having supported
a smooth transition. I would like
to take this opportunity to thank
Tom for his significant contribution
and commitment to Indivior over the
last nine years, and his dedication to
the furtherance of our and the public’s

At the end of September 2023,
Daniel J Phelan, Senior Independent
Director and Chair of our
Remuneration Committee, and Lorna
Parker, Independent Non-Executive
Director, retired from the Board at the
end of their nine-year terms. Together
with Tom, Dan and Lorna were our
longest-serving Board members,
having joined the Board at its
inception in 2014. They made an
enormous contribution to the Board
during their tenure and I would also
like to thank them for their dedication
and significant contribution to Indivior.
The roles of Senior Independent
Director and Chair of the
Remuneration Committee have been
ably filled by Juliet Thompson and
Jo Le Couilliard respectively. I am
pleased to report that Juliet and Jo
have settled well into their new roles.

In anticipation of the departure
of Dan and Lorna and following
feedback from our annual Board
evaluation, we made changes to our
Board Committee structure and to the
composition of some of our Board
Committees, effective October 1, 2023.

These changes, which refined the
remit and focus of the Committees,
mean that we now better utilize the
Committees’ time and reduce
duplication; we are already starting
to see the benefits of this more
efficient structure.

Culture
Indivior’s culture is considered one of
its key strengths. It drives the delivery
of our strategy and long-term success.
We all contribute to our culture, but it
is the Board’s responsibility to oversee
and monitor the Group’s culture and
to ensure that the Group’s practices
and policies are aligned with it.
The Board was extremely pleased
with the results of this year’s annual
employee Culture Survey which had
an extremely high participation rate
(92% of employees took part) and
produced the most positive scores to
date, as well as exceeding the industry
benchmark. However, we recognize that
culture is dynamic and therefore the
role we play as a Board in ongoing
monitoring is crucial.

Diversity
The reduction in Board size during
the year has resulted in female
representation falling slightly to 30%
currently, from 33% as at December 31,
2022. However, we remain committed
to improving diversity on the Board
in the longer term. We are highly
cognizant that this falls below the
targets set by the U.K. Listing Rules
for public companies and furthering
diversity remains a key priority in our
succession plans.

Listing structure
Indivior PLC has been listed on the
London Stock Exchange (“LSE”) since
2014. In 2023, one of the Board's key
priorities was the successful execution
of the additional U.S. listing, following
consultation with and approval by
shareholders in 2022. In the first half of
the year, we received detailed updates
at every Board meeting on the progress
of the preparations for the additional
U.S. listing.

The additional U.S. listing became
effective on June 12, 2023, which means
Indivior now trades on both the LSE as
a primary listing and the Nasdaq Global
Select Market as an additional listing.
This was a major milestone for the
Group and was the culmination of many
months of hard work and diligence.
It was with great pride that Mark
Crossley, along with a number of
patients and their families and

employees, rang the Opening Bell at the
Nasdaq MarketSite in Times Square to
celebrate the additional U.S. listing and
to raise awareness of the millions of
people affected by substance use
disorders and mental health challenges.

The Board has continued to assess the
optimal listing structure of Indivior’s
shares and has concluded that
relocating Indivior’s primary listing to
the U.S. would further elevate Indivior’s
visibility and profile in its largest market
and would help attract a broader group
of biopharma investors. Throughout this
process, the Board has been mindful
of the importance of acting in the best
interest of shareholders as a whole and
recognizes that some shareholders have
mandates that will restrict their
continued long-term ownership.

We intend to consult shareholders
in the first quarter of 2024, and if we
believe shareholders are supportive,
intend to move forward with seeking
shareholder approval to relocate our
primary listing in the summer of 2024.

Our strategic priorities
In September we held our annual Board
strategy day which was an opportunity
to review our strategic priorities and
consider whether they remained the
right priorities going forward.
Our culture of openness and debate
in the Boardroom meant that the
Non-Executive Directors were energetic
in providing constructive challenge and
feedback. We concluded that our four
strategic priorities remain the right
ones to drive the success of our
business, but we will explore
opportunities to widen our focus to
take a more holistic view of patient
treatment towards recovery.

During the year, the Board had close
oversight of the acquisition of Opiant
Pharmaceuticals, Inc. which completed
in March 2023 and, subsequently,
the commercial launch of OPVEE
(nalmefene) nasal spray, a key product
in the acquired portfolio, in October
2023. This was an important milestone
in our strategic focus to diversify
revenue. Also during the year, we
approved the acquisition of an aseptic
manufacturing facility in Raleigh,

North Carolina, which we expect will
secure the long-term production and
supply of SUBLOCADE and PERSERIS.

The Board spent significant time
throughout the year monitoring
developments in the Group’s legacy
antitrust multi-district litigation and
in determining next steps. This
required the Board to meet an
additional four times outside of
scheduled meetings, either as a full
Board or as a special non-executive
committee appointed by the Board
to oversee the Group’s mediation
strategy and discussions. The Board
approved the entry into mediation
discussions leading to settlements
with each of the three classes of
plaintiffs. These were challenging
deliberations which included, at their
heart, a robust focus on acting in the
best interests of the Group as a whole
taking into account the impact of that
decision in the long term and wider
stakeholder interests. The Board
believes that entering into these
settlements was the right course of
action as it has significantly reduced
the Group’s legal and financial
exposure and provided greater
certainty for Indivior’s stakeholders.

Looking ahead
As we reflect on 2023, we are pleased
with the progress made across all four
strategic priorities and we believe we
have excellent foundations in place
to enable us to continue to deliver
against them.

We enter 2024 with a proven strategy,
strong business momentum and
a thriving culture. I speak on behalf
of all my fellow Board members
when I say we are excited about
the journey ahead.

Graham Hetherington
Chair of the Board

March 5, 2024

GovernanceIndivior Annual Report and Accounts 2023Board of Directors

1. Graham Hetherington
Chair
Appointed to the Board
November 2019

C R

3. Ryan Preblick
Chief Financial Officer
Appointed to the Board
November 2020

Skills and experience
– Graham was appointed a Non-Executive Director

in November 2019 and Chair of the Board in
November 2020. He brings substantial financial
and industry experience having served as Chief
Financial Officer of two FTSE 100 companies. Graham
has a wide knowledge of international financial
management and planning, including M&A and audit
and risk management, coupled with an in-depth
understanding of the U.S. market. This broad mix
of skills and experience allows him to make an
effective and valuable contribution to the Board.
– Graham is a Fellow of the Chartered Institute

of Management Accountants (CIMA).

Current external appointments
– None

Previous external appointments
– BTG plc: Non-Executive Director & Senior

Independent Director (2016-2019)

– Shire plc: Chief Financial Officer (2008-2014)
– Bacardi: Chief Financial Officer (2007-2008)
– Allied Domecq plc: Chief Financial Officer (1999-2005)

2. Mark Crossley
Chief Executive Officer
Appointed to the Board
February 2017

Skills and experience
– Mark was appointed Chief Executive Officer in June

2020. He was appointed to the Board as Chief
Financial Officer in February 2017. In July 2019,
Mark took on additional responsibilities and was
appointed Chief Financial & Operations Officer.
He joined the Group in 2012 as Global Finance
Director and served as Chief Strategy Officer
between 2014 and 2017.

– Mark has a wealth of financial and pharmaceutical
industry experience and knowledge. His extensive
career experience across multiple disciplines
covering strategy, finance, information technology
and systems, treasury, supply and procurement
allows him to bring a valuable perspective to
the Board. This, complemented with an
understanding of the risks and opportunities
within the pharmaceutical industry, is highly
valued by the Board.

– Mark graduated from the United States Coast
Guard Academy with a BS in Management and
Economics, and from Boston College with an MBA.

Current external appointments
– None

Previous external appointments
– Procter and Gamble: Associate Director Female

Beauty Strategy and Business Planning (2008-2012)
– Procter and Gamble: Associate Director Corporate

Portfolio Finance (2007-2008)

Skills and experience
– Ryan was appointed Chief Financial Officer and

Executive Director in November 2020, having served
as Interim Chief Financial Officer since June 2020.
He has been in a financial leadership capacity
since joining Indivior in 2012 as U.S. Commercial
Controller and then serving as Vice President, U.S.
Finance and Senior Vice President, Global Finance
& Commercial Operations.

– Ryan has a wealth of financial and pharmaceutical
industry knowledge and experience across multiple
disciplines covering strategy, finance, information
technology, commercial and supply, which allows
him to bring a valuable perspective to the Board.

– Ryan holds a BS in Finance from Penn State
University and an MBA from the University of
Richmond.

Current external appointments
– None

Previous external appointments
– Altria Corporation (formerly Philip Morris): Senior
Manager Financial Planning & Analysis (2010-2012)

– Honeywell International: Corporate Finance

(1998-2000)

4. Peter Bains
Independent Non-Executive
Director
Appointed to the Board
August 2019

S N R

Skills and experience
– Peter has over 30 years of experience in the
pharmaceutical and biotechnology industries
including a 23-year career at GlaxoSmithKline
where he held numerous senior operational and
strategic roles. His background provides
international experience and a deep commercial
understanding of sustained delivery coupled with
investment appraisal and contracting. The Board
values his experience in understanding the risks
and opportunities present in these industries.

– Peter has a BSc (Combined Honours) in

Physiology/Zoology from Sheffield University.

Current external appointments
– Apterna Limited: Non-Executive Director
– Biocon Limited: Group CEO (non-Board

appointment, formerly Non-Executive Director)
– ILC Therapeutics Limited: Non-Executive Chair
– MiNA Therapeutics Limited: Non-Executive Director

Previous external appointments
– Sosei Group Corporation: Chief Executive Officer

(2010-2018)

– Syngene International: Chief Executive Officer

(2010-2016)

5. Dr. Keith Humphreys
Independent Non-Executive
Director
Appointed to the Board
November 2023

C N S

Skills and experience
– Keith has over 30 years of experience in the field

of clinical psychology and substance use disorders.
He was previously a Senior Policy Advisor in the
White House Office of National Drug Control Policy
in the Obama Administration.

– Awarded an OBE in September 2022 for his services

to science and policy on addiction.

Current external appointments
– Department of Psychiatry and Behavioral Sciences,
Stanford University: Esther Ting Memorial Professor

– Institute of Psychiatry, King’s College, London:

Honorary Professor of Psychiatry

Previous external appointments
– None

6. Jerome Lande
Non-Executive Director
Appointed to the Board
March 2021

C N

Skills and experience
– Jerome has over 20 years of experience as a
professional investor, including substantial
investing in medical device, pharmaceutical and
healthcare services companies. He currently serves
as Deputy Chief Investment Officer and Managing
Partner at Scopia Capital Management. Jerome
co-founded Coppersmith Capital Management,
where he was managing partner and portfolio
manager until it combined with Scopia in 2016.
Jerome became a Non-Executive Director in
connection with the Relationship Agreement
between the Group and Scopia.

– Jerome has a BA from Cornell University.

Current external appointments
– Scopia Capital Management: Deputy Chief
Investment Officer and Managing Partner
– CONMED Corporation: Member of Board of

Directors

– Itron, Inc.: Member of Board of Directors
– R&Q Insurance Holdings Ltd:

Non-Executive Director

Previous external appointments
– Forest City Realty Trust, Inc.: Director (2018)
– MCM Capital Management, LLC: Partner (1998-2011)

Board Committee
membership key

Committee Chair

Audit & Risk Committee

Compliance, Ethics &
Sustainability Committee

Nomination Committee

Remuneration Committee

Science Committee

10. Juliet Thompson
Senior Independent Director
Appointed to the Board
March 2021

A C N

Skills and experience
– Juliet was appointed as Chair of the Audit & Risk

Committee in May 2021 and as Senior Independent
Director in October 2023. She has over 30 years
of finance, banking and board experience with
significant focus in the healthcare sector.
Juliet is a proven FTSE 250 audit chair and a former
investment banker who has spent her career
advising pharmaceutical and biotech companies.

– Juliet played a leading role in setting up Code

Securities, an investment banking firm focusing
on the healthcare sector, which was later acquired
by Nomura (becoming Nomura Code). At Nomura
Code, Juliet was a member of the Board and head
of corporate finance. As Managing Director, she
worked on over 50 transactions including IPOs,
secondary offerings, private placements and M&A.
– Juliet holds a BSc in Economics from the University
of Bristol and qualified as a Chartered Accountant
and held an ACA from the Association of Chartered
Certified Accountants.

Current external appointments
– Novacyt S.A.: Non-Executive Director,

Chair of Audit Committee

– OrganOx Limited: Non-Executive Director,

Chair of Audit Committee

– Angle PLC: Non-Executive Director,

Chair of Audit Committee

Previous external appointments
– Stifel: headed up the life sciences where she

advised CEOs and CFOs in the healthcare sector
(2013-2015)

– Vectura plc: Non-Executive Director (2017-2021)
– GI Dynamics: Non-Executive Director (2017-2020)

7. Jo Le Couilliard
Independent Non-Executive
Director
Appointed to the Board
March 2021

R A N

8. Barbara Ryan
Independent Non-Executive
Director
Appointed to the Board
June 2022

A N R S

Skills and experience
– Jo was appointed a Non-Executive Director in
March 2021 and Chair of the Remuneration
Committee in October 2023. She is a healthcare
industry veteran with 25 years’ healthcare
management experience gained in Europe, the U.S.
and Asia. Much of her career has been in
pharmaceuticals at GlaxoSmithKline where,
amongst other roles, she headed the U.S. vaccines
business and Asia Pacific Pharmaceuticals
business and led a program to modernize the
commercial model.

– Jo is a Chartered Accountant holding an ACA from
the Institute of Chartered Accountants and holds
a Masters in Natural Sciences from the University
of Cambridge.

Current external appointments
– Recordati S.p.A.: Non-Executive Director,

Chair of Remuneration & Nominations Committee

– NIOX Group plc: Non-Executive Director,

Chair of Audit & Risk Committee

Previous external appointments
– Alliance Pharma plc: Non-Executive Chair,

Chair of Nomination Committee (2018-2024)

– Cello Health PLC: Non-Executive Director

(2018-2020)

– Duke NUS Medical School in Singapore:

Non-Executive Director (2013-2016)
– Frimley Park NHS Foundation Trust:
Non-Executive Director (2009-2012)

– BMI Healthcare: Chief Operating Officer (2006-2008)

Skills and experience
– Barbara was a Wall Street sell-side research analyst
covering the U.S. Large Cap Pharmaceutical Industry
for more than 30 years before founding Barbara Ryan
Advisors, a capital markets and communications firm,
in 2012. Barbara is the Founder of Fabulous Pharma
Females, a non-profit organization whose mission is to
advance women in the biopharmaceutical industry.
She is currently a Senior Advisor at Ernst & Young (a
part-time role). Barbara has deep experience in equity
and debt financings, M&A, valuation, SEC reporting,
financial analysis and corporate strategy across a
broad range of life sciences companies.

Other current appointments
– Azitra, Inc.: Board Member, Chair of Compensation

Committee

– INVO Bioscience, Inc.: Non-Executive Director
– MiNK Therapeutics, Inc.: Non-Executive Director,

Chair of Audit Committee

– OcuTerra Therapeutics, Inc.: Board Member
– Safecor Health, LLC: Board Member (non-public

company)

Previous external appointments
– None

9. Mark Stejbach
Independent
Non-Executive Director
Appointed to the Board
March 2021

C A N S

Skills and experience
– Mark was appointed as Chair of the Compliance,

Ethics & Sustainability Committee in October 2023.
He has over 30 years of experience in biotech and
pharmaceuticals, including senior roles in a broad
range of commercial functions including marketing,
sales, economic affairs, managed care and finance.
Mark most recently served as Senior Vice President
and Chief Commercial Officer at Alkermes plc, a
publicly traded global biopharmaceutical company,
focused on development and commercialization
of addiction and schizophrenia treatments.
– Mark holds an M.B.A. from the Wharton School,

University of Pennsylvania and a B.S. in
Mathematics from Virginia Tech.

Current external appointments
– None

Previous external appointments
– Flexion Therapeutics, Inc.: Non-Executive Director

(2016-2021)

– EIP Pharma Inc.: Senior Commercial Advisor

(2019-2020)

– Alkermes plc: Senior Vice President and Chief

Commercial Officer (2012-2018)

– Tengion, Inc.: Chief Commercial Officer (2008-2012)

GovernanceIndivior Annual Report and Accounts 2023

Executive Committee

Executive Committee
membership key

Compliance Committee

SEC Disclosure Committee

Sustainability Committee

M U.K. MAR Disclosure Committee

1. Mark Crossley
Chief Executive Officer
See biography on page 78.

2. Ryan Preblick
Chief Financial Officer
See biography on page 78.

D C S

C S M

3. Jeff Burris
Chief Legal Officer
Skills and experience
– 25+ years
– Over 15 years as head of the legal function

D C S M

at various life sciences companies

Key previous roles
– Arbor Pharmaceuticals: Vice President, General
Counsel, Chief Compliance Officer and Secretary
– Alimera Sciences: Vice President, General Counsel,

Chief Compliance Officer and Secretary

– CryoLife (now known as Artivion): Vice President,
General Counsel and Chief Compliance Officer

– University of Chicago Law School: JD

4. Cindy Cetani
Chief Integrity and
Compliance Officer
Skills and experience
– 35+ years
– Certification: Leadership Professional in Ethics

D C S

and Compliance

Key previous roles
– Novartis Pharmaceuticals Corp.: Chief Compliance

Officer and U.S. Country Compliance Head

– Novartis International AG: Head of Compliance

Operations, Group Integrity & Compliance
– Pharmacia Corp.: Director of Operations,

Managed Markets

– Prudential Healthcare: Manager,

Advertising Compliance

– U.S. Life: Assistant Vice President,
Commissions and Compensation

5. Jon Fogle
Chief Human Resources Officer
Skills and experience
– 25+ years
– Senior certified professional in human resources

D C S

Key previous roles
– Reckitt Benckiser Pharmaceuticals Inc.:

Global Human Resources Director

– Reckitt Benckiser Pharmaceuticals Inc.:
Human Resources Director for the U.S.

– Capmark Finance (formerly GMAC Commercial): SVP

of Human Resources, North America

D C S M

6. Christian Heidbreder
Chief Scientific Officer
Skills and experience
– 30 years’ leadership in neurosciences
– 450+ publications
– Affiliate Professor, Dept. of Pharmacology

& Toxicology of the VCU School of Medicine

– Member of the National Advisory Council

on Drug Abuse

– Member of the Helping to End Addiction Long-term

(HEAL) Multi-Disciplinary Working Group

Key previous roles
– Reckitt Benckiser Pharmaceuticals Inc.:

Global R&D Director
– Altria: Health Sciences
– GlaxoSmithKline: R&D Centre of Excellence

for Drug Discovery in Psychiatry

– SmithKline Beecham: R&D Neuroscience
– Swiss Federal Institute of Technology (ETH): Biology
– National Institute on Drug Abuse:

Intramural Research Program

– University of Louvain: Psychopharmacology

7. Kathryn Hudson
Company Secretary
Skills and experience
– 20+ years of experience as a Company Secretary

D C S M

and Chartered Governance Professional

– Fellow of the Chartered Governance Institute

Key previous roles
– Kingfisher plc: Company Secretary
– Burberry Group plc: Deputy Company Secretary
– ICAP plc: Deputy Company Secretary

Other current appointments
None

8. Vishal Kalia
Chief Impact and Strategy Officer
Skills and experience
– 20+ years of global experience across

D C S

multiple industries

– 10 + award-winning campaigns; initiated, launched
and managed several multi-billion-dollar brands

– Masters degree in International

Marketing Management

Key previous roles
– Indivior: Senior Vice President, U.S.

Commercial Access

– Indivior: Business Unit Head,

U.S. Addiction Sciences

– Indivior: U.S. Marketing and New Asset

Commercialization Head

– Reckitt Benckiser: Regional Marketing

Director, Turkey

– Reckitt Benckiser: Global Brand Director,

NA, Europe

9. Richard Simkin
Chief Commercial Officer
Skills and experience
– 20+ years

D C S M

Key previous roles
– Reckitt Benckiser Pharmaceuticals Inc.:

President, North America

– Reckitt Benckiser: General Manager Portugal
– Reckitt Benckiser: Marketing Director

U.K. Healthcare

– Reckitt Benckiser: Two Global Category roles and

a number of General Management positions

D C S

10. Hillel West
Chief Manufacturing and
Supply Officer
Skills and experience
– 25+ years

Key previous roles
– Teva Pharmaceuticals: VP,

Integration & Separation Management
– Teva Pharmaceuticals: Exec. Director,

Head of Specialty Medicines Supply Chain

– Teva Pharmaceuticals: Exec. Director,

Global Supply Chain and Operations Strategy
– PwC Consulting Europe: Head of Supply Chain

Strategy, Emerging Markets

– PwC Consulting U.S.: Senior Director,

Supply Chain Transformation

GovernanceIndivior Annual Report and Accounts 2023Corporate Governance

Board leadership and company purpose

Role of the Board
The primary role of the Board is to lead Indivior in a way that promotes its long-term sustainable success for the benefit
of all its stakeholders, creating value for shareholders and contributing to wider society. The Board provides strategic
leadership and oversight of the Group’s operations, either directly or through the work of its principal Committees, within a
framework of prudent and effective controls. It has ultimate responsibility for the supervision and monitoring of the Group’s
governance, principal risks and control framework. The Board is responsible for setting the long-term business strategy and
establishing Indivior’s purpose, vision and values, which together underpin the culture of the business.

The Board is responsible for ensuring there is a robust and transparent governance framework in place. This framework
defines the responsibilities and accountabilities of Board members, both collectively and individually, as well as those
of the principal Committees established by the Board to support its leadership and oversight role.

Chair
The Chair leads the Board and is responsible for ensuring its overall effectiveness. He works with the Chief Executive Officer and the Company
Secretary to set the Board’s agenda and ensure that all Directors receive timely and clear information. The Chair also works closely with the
Senior Independent Director and the Non-Executive Directors. A part of each Board meeting is reserved for a private session of the Chair and
the Non-Executive Directors.

Chief Executive
Officer
The Chief Executive Officer
has delegated
responsibility from the
Board for the day-to-day
leadership of the
business. He is supported
in this role by the
Executive Committee.

Chief Financial
Officer
The Chief Financial Officer
is responsible for
overseeing financial-
related activities including
the development of
financial strategies,
financial reporting, audit
and risk. He attends all
Audit & Risk Committee
meetings.

Senior Independent
Director
The Senior Independent
Director acts as a
sounding board for the
Chair and can be an
intermediary for the other
Directors and
shareholders when
required. She leads the
other Non-Executive
Directors in the annual
performance evaluation
of the Chair.

Non-Executive
Directors
Through their broad range
of skills and experience,
the Non-Executive
Directors bring judgment,
oversight and constructive
challenge to the Executive
Directors, holding their
performance to account
against agreed
performance objectives.

Company
Secretary
The Company Secretary
ensures that the Board
receives appropriate and
timely information and
provides advice and
support to the Chair,
Board and senior
management on
regulatory and governance
matters.

Principal Board Committees

Audit & Risk
Committee
Oversight of financial
reporting, audit and risk.

Compliance,
Ethics
& Sustainability
Committee
Oversight of the Group’s
Global Integrity &
Compliance Program and
approach to ethical,
responsible and
sustainable conduct.

Nomination
N
Committee
Oversight of Board and
Committee composition
and succession planning.

Remuneration
R
Committee
Oversight of the link of
reward to strategy.

Science
S
Committee
Oversight of R&D strategy
and pipeline development.

Executive
E
Committee
Comprises key functional
leaders from the business
and is chaired by the Chief
Executive Officer.

Meets monthly and its
purpose is to assist the
Chief Executive Officer in
discharging his duties and
to have oversight of the
implementation of the
Group’s strategic plan.

Biographical details of the
members of the Executive
Committee are on pages
80 to 81.

Compliance
Committee
Comprises all members of
the Executive Committee
and is chaired by the Chief
Integrity & Compliance
Officer. The meetings are
attended by the
independent Compliance
Expert to the Board.

Meets monthly and is
responsible for overseeing
compliance with
applicable laws and rules
and regulations related to
certain Indivior business
operations. The
Committee has oversight
of the Group’s Global
Integrity & Compliance
Program.

Executive Committees

SEC Disclosure
D
Committee
Comprises key functional
leaders, including, but not
limited to, representation
from finance, investor
relations and legal functions.

Meets as necessary
and assists the Chief
Executive Officer and the
Chief Financial Officer
in fulfilling their
responsibility for oversight
of the accuracy and
timeliness of disclosures
made by the Company to
the U.S. Securities and
Exchange Commission.

U.K. MAR
Disclosure
Committee
Comprises the Chief
Financial Officer, the Chief
Commercial Officer, the
Chief Legal Officer, the
Chief Scientific Officer and
the Company Secretary
and is chaired by the Chief
Financial Officer.

M Sustainability
Committee
Comprises all members of
the Executive Committee
and is co-chaired by the
Chief Impact and Strategy
Officer and Chief
Manufacturing & Supply
Officer.

Meets quarterly and has
responsibility for the
development,
implementation and
monitoring of the Group’s
sustainability strategy.

Meets as necessary and
oversees disclosures in
accordance with the U.K.
Market Abuse Regulation
and the U.K. FCA’s
Disclosure Guidance and
Transparency Rules.

Matters reserved for the Board
The Board has a schedule of matters specifically reserved for its decision-making and approval which is regularly reviewed.
The key areas reserved to the Board include:

Purpose, values
and culture

Strategy and risk
assessment

Operational
and financial
management

Financial reporting
and internal controls

Board composition
and succession
planning

Governance
and compliance

– Establish the Group’s purpose, values and strategy and satisfy itself that these are aligned

with the Group’s culture.

– Assess and monitor the Group’s culture.

– Determine the Group’s overarching strategy.

– Determine the nature and extent of the principal risks the Group is willing to take in order

to achieve its long-term strategic objectives.

– Carry out a robust assessment of the Group’s principal and emerging risks and opportunities.

– Approval of annual budget and corporate plans.

– Approval of the Company’s dividend policy.

– Approval of any increase in, or significant variation in, the terms of the borrowing facilities

of the Group.

– Approval of major capital projects, acquisitions or divestments.

– Approval of capital expenditure projects outside the scope of the approved annual

budgets and plans.

– Approval of annual, half-yearly and quarterly financial reports and the reports

included therein.

– Ensure the maintenance of a sound system of internal control and risk management.

– Review the structure, size and composition of the Board and its Committees.

– Consider recommendations from the Nomination Committee regarding appointments

to the Board and its Committees.

– Consider reports from the Nomination Committee regarding Non-Executive and Executive

succession plans and, within that context, the plans to support and further diversity.

– Undertake a formal and rigorous annual review of the Board’s performance and that

of its Committees and individual Directors.

– Approval of Directors’ conflicts of interest.

– Oversee the Group’s Global Integrity & Compliance Program.

Ethics & sustainability

– Review the Group’s confidential reporting hotline facility (EthicsLine) and ensure that

arrangements are in place for investigations and follow-up action.

Stakeholder
engagement

– Establish an effective method for gathering the views of the Group’s workforce and keep this

mechanism under review.

– Consider the interests of the Group’s shareholders and other key stakeholders in its

discussions and decision-making.

Compliance with the 2018 U.K.
Corporate Governance Code
The 2018 U.K. Corporate
Governance Code, published by the
Financial Reporting Council (the
“Code”), sets out the standards of
good practice in relation to: board
leadership and company purpose;

division of responsibilities;
composition, succession
and evaluation; audit, risk and internal
control; and remuneration. The Group
has a comprehensive range of policies
and procedures in place to ensure
that it is well managed, with effective
oversight and controls.

The Board is supportive of the
standards set by the Code and
is committed to high standards
of corporate governance.
This Governance Report describes
how the Board has applied the
Principles of the Code.

The Board is pleased to report that
in 2023 it was in full compliance
with the provisions of the Code.

GovernanceIndivior Annual Report and Accounts 2023Corporate Governance continued

Board and Committee attendance
Directors are expected to attend all Board meetings, except for in exceptional circumstances. The Board met six times
during the year in accordance with its scheduled meeting calendar. Of these meetings, four were held in person
(two in the U.S. and two in the U.K.) and two by video conference. In addition, the Board met a further seven times by video
conference to consider other matters, including financial results and the Group’s legacy antitrust multi-district litigation.

Board and Committee attendance 2023

Date appointed to

Nomination &

Compliance,
Ethics &

Independent

the Board

Board

Audit & Risk1

Governance2,3

Sustainability4 Remuneration

Science5

Graham Hetherington
Peter Bains
Mark Crossley
Dr. Keith Humphreys6
Jerome Lande
Jo Le Couilliard
Ryan Preblick
Barbara Ryan7
Mark Stejbach

Juliet Thompson

Retired Directors
Dr. A. Thomas McLellan8
Lorna Parker9
Daniel J. Phelan9

n/a
Yes
n/a
Yes
No
Yes
n/a
Yes
Yes
Yes

November 2019
August 2019
February 2017
November 2023
March 2021
March 2021
November 2020
June 2022
March 2021
March 2021

n/a November 2014
n/a November 2014
n/a November 2014

13/13
11/1310
13/13
2/2
12/1310
12/1310
13/13
12/1310
13/13
12/1310

11/1310
8/910
7/910

–
–
–
–
–
7/7
–
7/7
7/7
7/7

–

5/5
–
–
–
4/5
–
–

–
4/511

5/5
5/5
5/5

1/1
–
–
1/1
1/1
–
–
–
1/1
1/1

1/1
–
–

5/5
5/5
–
–
–
5/5
–
1/17
–

–
4/4
4/4

–
6/6
–
1/1
–
–
–
6/6
6/6
–

6/6
–
–

1. On October 1, 2023, the Audit Committee was renamed the Audit & Risk Committee.
2. On October 1, 2023 the Nomination & Governance Committee was renamed the Compliance, Ethics & Sustainability Committee

and its nomination-related responsibilities were transferred to a newly formed Nomination Committee.

3. A new Nomination Committee was formed on October 1, 2023. The Nomination Committee did not meet between October 1, 2023 and

December 31, 2023.

4. From October 1, 2023 when the Nomination & Governance Committee was renamed the Compliance, Ethics & Sustainability Committee.
5. Until September 30, 2023 the Committee was called the Science & Policy Committee. On October 1, 2023, the Committee was renamed the Science

Committee and policy matters became part of the Board’s remit.

6. Dr. Keith Humphreys was appointed an Independent Non-Executive Director on November 9, 2023.
7. Barbara Ryan was appointed a member of the Remuneration Committee on October 1, 2023.
8. Dr. A. Thomas McLellan retired as a Non-Executive Director on February 29, 2024. Dr. McLellan was considered independent up to November 4,

2023 (when he reached the ninth anniversary of his appointment).

9. Lorna Parker and Daniel J. Phelan retired from the Board on September 30, 2023. They were considered independent throughout their tenures.
10. All Directors attended all scheduled Board meetings. Non-attendance relates to those Directors who were unable to attend ad-hoc Board

meetings which were called at short notice. In these cases, Directors were given the opportunity to discuss the subject matter with the Chair
ahead of the meetings and provide their feedback for consideration.

11. Juliet Thompson did not attend a Nomination & Governance Committee meeting held to consider the successor to Daniel J. Phelan as

Senior Independent Director as she had an interest in the matter to be discussed.

Non-Executive Director
independence1

Non-Executive Director tenure1

Attendance

14%

100%

86%

 Independent
 Not independent

1. As at March 5, 2024 (excluding Chair)

 Up to 3 years
 3 to 6 years
 6-9 years

 Attended all scheduled
Board meetings in 2023

All directors, including the Chair and
Executive Directors

Providing strategic leadership
Our four strategic priorities provide the backdrop against which every item of business is considered,
and every decision is made, by the Board.

Our four strategic
priorities for
value creation:

Grow
SUBLOCADE®
>$1.5bn

Diversify
Revenue

Build &
Progress the
Pipeline

Optimize
Our Operating
Model

2023 Annual strategy day
In September 2023, the Board held its annual strategy day.
Ahead of this, the Chief Impact and Strategy Officer, who
was appointed to the newly-created role in February 2023,
had one-to-one briefings with the Chair and Non-
Executive Directors to gather their inputs and feedback
and to develop the agenda and content for the day.

Attendees

All Directors were in attendance for the strategy day
discussions. Executive Committee members, other senior
leaders and external speakers including a physician,
corporate brokers, a sell-side analyst and advisors attended
for parts of the session as appropriate. The external
speakers provided their perspectives and gave their input
on addressing patients’ needs, external perceptions of
Indivior and the evolution of the biopharma market.

What the Board considered

How Indivior is viewed in the market and impact of
legacy legal issues on stock valuation, macro trends
affecting the biopharma industry, a presentation on
work undertaken by management to develop a deeper
understanding of addiction and the complex challenges
faced by SUD patients in seeking treatment and staying
in recovery, and progress against strategic priorities.

Outcomes

The Board concluded that the four strategic priorities
remain appropriate and have the potential to promote
the long-term success of the Company. Continuing to
drive towards our goal of SUBLOCADE net revenues of
>$1.5bn remains a key priority and this will be supported
by continuing to break down barriers to treatment
and expanding access to treatment within the OHS
environment, including the U.S. justice system. The need
to focus on new pipeline projects that could provide
material revenue contribution in the long term is critical
to the Group’s long-term success. Within the boundaries
of the Group’s key strategic priorities, it was agreed that
management would explore the development of a more
holistic approach to treating addiction towards recovery
and this will be explored in greater depth in 2024.

2023 Strategic highlights

Month

Highlight

January

—

February

March

Completed 2nd $100m share
repurchase program

Completed the purchase of Opiant
Pharmaceuticals, Inc.

April

May

June

July

August

—

U.S. FDA approval of OPVEE

Additional U.S. listing on Nasdaq
Global Select Market

Reached agreement with States
and the District of Columbia in
the Antitrust MDL

Continued focus on growth
of SUBLOCADE, resulting
in increase to FY 2024 guidance

Reached agreement with
end payors in the Antitrust MDL

Executed agreement with C4X
Discovery to take full ownership
of INDV-2000

September Approved changes to Board

Committee structure

October

Reached agreement with direct
purchasers in the Antitrust MDL

Launched OPVEE

Entered exclusive licensing agreement
with Alar Pharmaceuticals to secure
global rights to its portfolio in
connection with ALA-1000

November

Completed the acquisition of
a manufacturing facility

Commencement of 3rd $100m
share repurchase program

Awarded contract by BARDA
with a value of up to $110m

Read more on our strategic priorities on page 21.

December

–

Link to
strategy

–

GovernanceIndivior Annual Report and Accounts 2023

Corporate Governance continued

Principal activities undertaken by the Board in 2023
The Directors consider that they met sufficiently frequently to enable them to discharge their duties effectively.
Details of the principal matters discussed and decisions made during the year are shown in the following table.
Consideration of all of the Group’s stakeholders is an integral part of the Board’s decision-making and is predicated
on discussions held with stakeholders. Further information on the Group’s engagement with stakeholders can be found
in the Strategic Report on pages 26 to 32.

Matters
considered

Board action

Purpose,
values and
culture

– The Board reviewed and discussed the results of the 2023 employee Culture Survey and noted the highest
participation rates to date. The Chief Human Resources Officer attended the July Board meeting to provide
insights from the survey. The results demonstrated how employees have embraced their ownership of
culture. Further information can be found on page 88.

Strategy
and risk
assessment

– Daniel J. Phelan, the Non-Executive Director with responsibility for workforce engagement, provided feedback

to the Board on the employee engagement event he led with members of the Culture and Inclusion Champions
Network. This event was also attended by Jo Le Couilliard and Mark Stejbach as part of their induction as
designated Non-Executive Directors for workforce engagement. Further information can be found on page 89.

– The Board held a strategy day session in September 2023. Further information can be found on page 85.

– The Board received regular updates on the acquisition and subsequent integration of the Opiant

Pharmaceuticals business following its acquisition in March 2023. Further information can be found on page 18.

– The Board received regular updates on the anticipated timetable for the U.S. FDA review of OPVEE, part of the

acquired Opiant portfolio, and the plans for its commercialization and launch in the U.S. following its
approval. Further information can be found on page 18.

– The Board considered various business development opportunities to further build the pipeline in line with
its strategic priorities; this included securing global rights to ALA-1000, potentially the first three-month
long-acting injectable for OUD, and taking full ownership of INDV-2000, potentially a non-opioid treatment
for OUD. Further information can be found on page 23.

– The Board reviewed and monitored the preparedness for the additional U.S. listing, which became effective
in June 2023. It reviewed and approved the legal and governance documentation needed to effect the listing
including documents to be filed with the U.S. Securities & Exchange Commission, the appointment of a
transfer agent, the termination of the ADS program and updates to the Group’s share dealing code.

– The Board approved the entry into mediation discussions and proposed settlements with the plaintiffs

in the legacy antitrust multi-district litigation. Further information can be found on page 60.

– The Board reviewed, with counsel, the Group’s litigation and legal strategy.

– The Board approved the acquisition of an aseptic manufacturing facility in Raleigh, North Carolina to secure
long-term production and supply of SUBLOCADE and PERSERIS. This acquisition completed in November
2023. Further information can be found on page 20.

– The Board undertook a robust assessment of the Company’s emerging and principal risks. Further

information can be found on page 93.

Further information regarding the Group’s approach to risk management, including the management of its principal

and emerging risks, can be found on pages 64 to 73.

Financial
and
operational
performance

Financial
reporting
and internal
controls

– The Board received an update on the operational performance of the business at each scheduled meeting.

– The Board received updates from the Chief Manufacturing & Supply Officer regarding the Group’s supply

chain, the processes in place to ensure continuous supply and plans to increase the supply of SUBLOCADE
and PERSERIS in line with projected increases in demand.

– The Board reviewed the Group’s use of capital and approved the implementation of a further $100m share
repurchase program, which commenced in November 2023. Further information can be found on page 55.

– The Board reviewed and approved the FY 2022 preliminary announcement, the 2023 Q1 results

announcement, the 2023 half-year results announcement and the Q3 2023 results announcement.

– On the recommendation of the Audit & Risk Committee, the Board agreed to recommend the

re-appointment of PricewaterhouseCoopers LLP (“PwC”) as the External Auditor.

Matters considered

Board action

Financial
reporting and
internal controls
continued

– Supported by the Audit & Risk and Disclosure Committees, the Board reviewed the Annual Report
and Accounts and concluded that, when taken as a whole, it is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group’s position,
performance, business model and strategy. Please also refer to the Viability Statement on page 74
and the Statement of Directors’ Responsibilities on pages 150 and 151 for further information.

– Supported by the Audit & Risk Committee, a request was submitted to the U.K. Financial Reporting

Council (FRC) for a two-year extension to PwC’s audit engagement. The FRC approved the
application which means that PwC will continue as the External Auditor until December 31, 2025.
For more information see page 101.

– All matters discussed by the Audit & Risk Committee were summarized to the Board for

consideration or approval. Further information regarding the work of the Audit & Risk Committee,
including any significant internal audit findings in 2023, can be found on pages 94 to 103.

– The Board approved the appointment of Dr. Keith Humphreys as an Independent Non-Executive
Director in November 2023. Keith was also appointed as a member of the Compliance, Ethics &
Sustainability Committee, Nomination Committee and Science Committee.

– The Board approved changes to the structure of its Committees as well as changes to some of the

Committees’ membership. Further information on these changes can be found on page 76.

– In all of the above cases, the matters were recommended to the Board by the Nomination

Committee. All matters discussed by the Nomination Committee were summarized to the Board
for consideration or approval. Further information regarding those items discussed can be found
on pages 104 to 109.

– The Board, supported by the Nomination & Governance Committee (now the Compliance, Ethics &

Sustainability Committee), reviewed the continued progress of the Group’s Global Integrity &
Compliance Program and approved the submission of the Annual Board of Directors’ Resolution
as required by the U.S. Department of Justice (“DOJ”) Resolution Agreement.

– The Board approved changes to the Group’s Code of Conduct to support the evolution of social

media activities.

Board
composition and
succession
planning

Governance and
compliance

Ethics and
sustainability

– The Board received updates on Indivior’s ESG and sustainability strategy and noted in particular

the detailed work plan developed for 2023 which included initiatives against the E, S and G pillars
as well as the program of direct engagement with investors and ESG ratings agencies to increase
the understanding and accuracy of Indivior’s risk management and positive social impact.

– The Board received an ESG regulatory update from an external expert which considered
the current regulatory landscape, ESG trends, industry expectations and how Indivior
compares to its peers.

– The Board, supported by the Nomination & Governance Committee (now the Compliance,

Ethics & Sustainability Committee), reviewed and approved the Group’s Modern Slavery Statement,
a copy of which can be found on www.indivior.com.

– The Board reviewed and approved the disclosures against the TCFD framework for inclusion in the
2022 Annual Report. Please refer to the Task Force on Climate-related Financial Disclosures within
the Managing Indivior's Business Responsibly section on pages 47 to 51 for more information on
activities during 2023.

Stakeholder
engagement

– Mark Stejbach, Non-Executive Director, accompanied a Clinical Specialist for a day in the field
visiting HCPs who treat patients with SUBLOCADE and provided feedback to the Board on
his observations.

– The Board took part in a Q&A session with a physician as part of gathering stakeholder insights

at its annual strategy day.

– The Chief Executive Officer and Chief Financial Officer provided an update on feedback from

investors following each quarterly results announcement.

– The Board was kept abreast of the views of shareholders during the year by management

and presentations from the Group’s brokers and sell-side analyst.

– The Board agreed to extend its Relationship Agreement with Scopia Capital Management LP

and extend Jerome Lande’s tenure as a Non-Executive Director until December 31, 2024.

GovernanceIndivior Annual Report and Accounts 2023Corporate Governance continued

The Board recognized the importance
of ensuring that retained employees in
the Opiant business received effective
culture and compliance induction
and training.

Engagement with our Culture
and Inclusion Champions
During the year, Daniel J. Phelan, Jo Le
Couilliard and Mark Stejbach, Non-
Executive Directors, attended a session
with members of the Culture and
Inclusion Champions Network at our
Richmond site. The outcomes from that
event were discussed at the July 2023
Board meeting. For more information
on this event see page 89.

The Board believes that Indivior’s
culture is thriving. However,
notwithstanding the health of Indivior’s
culture, the Board recognizes that
embedding and monitoring culture
is an ongoing process if culture is to
remain a key competitive advantage
enabling Indivior to drive sustainable
and strategic business growth.

Recognition of Indivior’s culture
We were delighted to be awarded the
“Great Place to Work” certification for
the second time across all countries
entered: Australia, Canada, France,
Germany, Italy, Sweden, the U.K.
and the U.S. As a bonus, this year
our "Great Place to Work" scores have
also qualified us to be named for the
first time in the Fortune Best
Workplaces in BioPharma 2023.

The “Great Place to Work” certification
utilizes company culture as the global
benchmark for measuring outstanding
employee experience, including
engagement, leadership, wellbeing and
fairness. Please refer to the Strategic
Report on page 38 for further
information on this and other
external workplace recognition.

We were also honored to be
recognized by the Richmond Times-
Dispatch as Top Workplace in the
large company category as a result
of our mission to help the stigmatized
patient population.

Our culture
It is critical to Indivior’s strategy and
long-term success that there is a
culture and set of values that are
widely understood and that guide the
organization in everything it does and
indeed the Group’s culture is
considered one of its key strengths.
Our culture, driven by our Guiding
Principles, puts our purpose into
action. Our Guiding Principles shape
our decision-making process and
provide a blueprint for all our activities.
We strive to cultivate a culture of
integrity and commit to high standards
of governance, while putting the needs
of our patients front and center.

Our Guiding Principles

Focus on patient needs
to drive decisions

Seek the wisdom
of the team

Believe that people's
actions are well intended

Care enough to coach

See it, own it,
make it happen

Demonstrate honesty
and integrity at all times

The Board has responsibility for
assessing, embedding and monitoring
the culture of the Group and ensuring
that it is aligned with its policies
and practices.

How the Board assesses
and monitors culture
The Board recognizes that a thriving
culture is an enabler for the delivery
of our vision and strategic priorities.
It assesses and monitors culture
through the following:

In-depth review of annual
Culture Survey
Each year the Group undertakes an
externally-facilitated employee Culture
Survey. The results of the 2023 Culture
Survey were presented to the Board at
its meeting in July 2023 by the Chief
Human Resources Officer. This gave
the Board an opportunity to take a
deeper-dive assessment into culture.
The Board was pleased with the
excellent participation rate; of the 970
employees invited to participate, 896
(92%) completed the Survey. This was
the highest completion rate since our
first Culture Survey in 2015 and
exceeded industry norms. The Survey
measured employees’ views on 22
essential behaviors and the results
for each behavior were compared
to our scores in prior years and those
of a life sciences industry benchmark.
For all 22 behaviors, the scores
exceeded both those of previous years
and the benchmark.

Review of cultural integration
of acquired businesses
During the year, the Board received
regular updates on the Opiant
Pharmaceuticals business following
its acquisition in March 2023, which
included the cultural aspects
of the integration.

Engaging with our
stakeholders
As part of its decision-making
processes, the Board considers
the interests of shareholders,
key stakeholders and wider society.
Further information regarding the
Board’s stakeholder engagement
activities can be found in the
“Stakeholder Engagement” section set
out on pages 26 to 32 of the Strategic
Report and the “Managing Indivior's
Business Responsibility” section on
pages 35 to 51. Further information
regarding the Board’s activities during
the year, including examples of how
it considered the interests of
stakeholders, is provided in the
“Principal activities undertaken by
the Board in 2023” section on
pages 86 to 87.

Workforce engagement
As announced in February 2023, and
in anticipation of Daniel J. Phelan’s
prospective retirement from the Board
on September 30, 2023, Jo Le Couilliard
and Mark Stejbach were appointed the
designated Non-Executive Directors
for workforce engagement with effect
from October 1, 2023. Two Non-
Executive Directors were appointed
to this role as the Board wanted
representation in both the U.S. and
Rest of World region. Jo and Mark were
chosen given their willingness and
enthusiasm to take on the role.

Prior to his retirement, Dan led an
employee engagement event in the
Richmond office, where he met with
members of the Culture and Inclusion
Champions Network. The event was
also attended by Jo Le Couilliard and
Mark Stejbach as part of their
induction. At the next Board meeting,
Dan reported his findings – members of
the Champions Network had engaged
well and had reported that the wider
workforce rated highly the Group’s
focus on Diversity & Inclusion,
wellbeing and excellent benefits.
There were, however, two areas of
opportunity – enhancement of personal
development (such as the expansion
of the mentoring program) and the
development of community programs.

The July 2023 Board meeting was held
in the Richmond office which gave
all Board members the opportunity
to engage with a wide range of
employees. An invitation to have lunch
with the Board was extended to all
employees on site that day which
allowed the Non-Executive Directors
to hear employees’ views first-hand.

The Board also held a dinner with
members of the Executive Committee
and a number of their direct reports;
this allowed the Board to get a sense
of bench strength in the management
tier below Executive Committee-level.
Informal feedback was sought from
attendees after the event and
attendees reported that they felt
energized and motivated by their
contact with the Board.

Workforce policies and practices
The Board keeps workforce policies
and practices under review to ensure
they are consistent with the Group’s
values and support the long-term
sustainable success of the Group. The
Group’s Code of Conduct (“Doing the
Right Things Right”) sets out standards
expected of the workforce and how
these standards align with the Group’s
culture and Guiding Principles.

During the year, the Chief Integrity &
Compliance Officer updated the Board
on the continued focus on the Group’s
Global Integrity & Compliance
Program, including key program
enhancements and compliance with
the Resolution Agreement entered into
with the U.S. Attorney’s Office for the
Western District of Virginia and the U.S.
Department of Justice’s Consumer
Protection Branch in 2020 (the
“Resolution Agreement”). Pursuant to
the Resolution Agreement, members
of the Group are subject to certain
ongoing reporting and compliance
requirements, including to the DOJ, FTC
and HHS-OIG. Further information on
the Resolution Agreement and the
ongoing reporting and compliance
requirements can be found in the
“Commitment to Transparent
Disclosure” section on page 33.

The Chief Integrity & Compliance
Officer provided an overview of reports
received via the confidential reporting
hotline facility (EthicsLine), which
provides a facility for members of the
workforce to raise concerns in
confidence and (where local
regulations permit) anonymously.

In 2023, the Group evolved its “Speak
Up Program” for the reporting and
handling of potential concerns. As part
of this evolution, workforce members
are encouraged to present ideas, raise
concerns and ask questions through a
number of different channels: through
their immediate supervisor, through
the Integrity & Compliance, Human
Resources or Legal functions or by
using the EthicsLine confidential
reporting facility. Managers and
functions are responsible for
maintaining an “open door” for
workforce members who may
need or want to reach out to them.
This initiative has had a positive impact
on reporting, including individuals
self-reporting issues that have arisen.

The Compliance, Ethics &
Sustainability Committee (formerly the
Nomination & Governance Committee)
routinely reviews reports received via
the EthicsLine and monitors the case
management and investigation
process at each meeting. The Board
has ultimate responsibility for the
Group’s confidential reporting facility
and there is a process in place for
promptly escalating significant reports.
During the year, the Board reviewed
a summary of the reports received
through the confidential reporting
facility and the arrangements in place
for investigation and follow-up action.

Further information regarding the
Group’s Global Integrity & Compliance
Program, including the 2023 program
highlights, can be found in the “Managing
Indivior’s Business Responsibly”
section on pages 35 to 51.

The Remuneration Committee is
responsible for reviewing workforce
remuneration and related policies
and the alignment of incentives with
culture. Further information regarding
the Remuneration Committee’s review
in 2023 can be found on page 141.

GovernanceIndivior Annual Report and Accounts 2023Corporate Governance continued

Engagement with
shareholders
The Board recognizes the importance
of regular, effective and constructive
communications with its shareholders.

The principal opportunity for
shareholders to engage with the
Board is at the AGM. The 2023 AGM
was held in person at the Marlborough
Theatre, No. 11 Cavendish Square,
London, W1G 0AN.

The AGM provides an opportunity for
shareholders to put questions to the
Board and to vote on the resolutions
set out in the Notice of Meeting.
All resolutions are voted on by way of
poll, with one vote for each share held,
which the Board considers a more
democratic method of voting. The
results of the poll were announced
to the LSE and published on Indivior’s
website shortly after the end of
the AGM.

Prior to the AGM, the Board receives
and considers corporate governance
and voting guidelines issued by the
Company’s major institutional
shareholders, representative bodies
and proxy advisory organizations.

The Group announces its financial
results on a quarterly basis, and these
were released to the LSE via an
authorized Regulatory Information
Service, and subsequently published
on the Group’s website. In addition,
and following the additional U.S.
listing, the results have also been
furnished to the U.S. Securities and
Exchange Commission. Results
announcements were accompanied
by a presentation for analysts and
investors from the Chief Executive
Officer, Chief Financial Officer and
other executives; these were webcast
live and archived on the Group’s
website. These presentations included
dedicated question and answer
sessions, where attendees were
invited to ask questions.

The Chair seeks engagement with
major shareholders when appropriate.
During the year, this included
engagement with Two Seas Capital LP,
the Company’s largest shareholder.

The Chair of the Remuneration
Committee also engaged with
shareholders during the year as part
of the development of the proposed
2024 Remuneration Policy.

2024 Annual General Meeting
The 2024 AGM will be held
at the Marlborough Theatre,
No. 11 Cavendish Square,
London, W1G 0AN on May 9, 2024.

Division of responsibilities

Board balance and independence
There is a clear division of
responsibilities between the
leadership of the Board and the
executive leadership of the business.
The roles of Chair, Chief Executive
Officer and Senior Independent
Director are clearly separated and set
out in writing. Their division of
responsibilities, plus the matters
reserved for the Board and the Terms
of Reference for each principal
Committee, ensure that no single
individual can have unfettered
powers of decision-making.

At December 31, 2023, the
Board comprised the Chair,
two Executive Directors and
eight Non-Executive Directors.

The Board considers the independence
of its Non-Executive Directors annually,
based on the criteria in the Code and
following consideration by the
Nomination Committee. The Board
considers that all current Non-
Executive Directors, with the exception
of Jerome Lande, are independent.
Jerome is not considered to be
independent as he is a partner of
Scopia Capital Management LP
(“Scopia”), a significant shareholder of
the Company. There is a Relationship
Agreement in place between the
Company and Scopia to manage any
conflicts of interest that arise from
Jerome’s connection with Scopia.
This Agreement was amended during
the year, as part of which, Jerome’s
tenure was extended for a further year
to December 31, 2024. More information
on the Relationship Agreement can be
found on page 148.

During the period from November 4,
2023, when he reached the end of his
third three-year term, up to his
retirement from the Board on February
29, 2024, the Board considered that Dr.
Tom McLellan was not independent.

Graham Hetherington, the Chair
of the Board, was considered to be
independent upon his appointment as
a Non-Executive Director in November
2019 and remained independent upon
his appointment as Chair of the Board
in November 2020.

The Non-Executive Directors bring
an external perspective to Board
discussions. The Company has
benefited from the broad range
of skills and experience that the
Non-Executive Directors provide
from different businesses and fields,
including the pharmaceutical,
financial and research sectors.

They offer specialist advice,
constructive challenge and strategic
guidance to the Executive Directors
as well as holding them to account.

Throughout the year the Non-
Executive Directors helped to shape
the Group’s strategy, scrutinized the
performance of management, agreed
goals and objectives and monitored
the Group’s risk profile and reporting
of performance.

Board processes and the role of
the Company Secretary
The Company Secretary ensures that
the Board receives appropriate and
timely information and provides
advice and support to the Chair, Board
and senior management on regulatory
and governance matters. All Directors
have access to the Board portal,
which is used to distribute Board
and Committee materials and
governance resources.

Board meetings are scheduled well in
advance. Where it is necessary to call
meetings at short notice, efforts are
made to find suitable times when all
Directors can attend. Where this is not
possible, Directors are provided with
briefing materials and can discuss any
agenda item with the Chair, Chief
Executive Officer or relevant Committee
Chair. In addition, updates and
analysts’ notes are uploaded to the
Board portal to ensure that Directors
are kept apprised of developments.
All Directors have direct access to the
advice and services of the Company
Secretary. Directors may also obtain
independent professional advice as
required at the Company’s expense.

Time commitment
The letters of appointment for the
Chair and Non-Executive Directors state
the expected time commitment
to fulfill their roles. The Chair and
Non-Executive Directors are expected
to set aside sufficient time to prepare
for meetings. The Board is satisfied
that all Directors continue to devote
sufficient time to discharge their
duties effectively.

Composition, succession
and evaluation

Appointment and reappointment
of Directors
There is a formal, rigorous and
transparent procedure for the
appointment of new Directors.
The process for new appointments
is led by the Nomination Committee,
which makes recommendations
to the Board.

In accordance with Provision 18
of the Code, all Directors will stand
for reappointment at the 2024 AGM.
The 2024 Notice of AGM includes a
biography for each Director setting out
the skills they bring to the Board and
why their contribution is, and continues
to be, important to the long-term
success of the Group.

Board induction and training
New Directors receive a comprehensive, tailored induction program,
which takes into account their background, skills and their position
on the Board and Committees. The Company Secretary facilitates
the induction of Directors and monitors ongoing training needs for
the Board. Where an existing Director takes on new responsibilities,
they receive additional training relevant to their new role.

Board induction of Dr. Keith Humphreys
Dr. Keith Humphreys was appointed as an Independent Non-Executive
Director in November 2023. His induction program contained
a number of core elements, including:

Induction pack
A comprehensive induction pack was provided, containing
key corporate documents, governance documents and copies
of recent press releases and analysts’ notes.

Business induction
Meetings were scheduled with members of the Executive Committee
and key employees to provide an understanding of the Group’s
financial, R&D and commercial operations.

Corporate governance
Keith attended a Corporate Governance induction session, which
was delivered by external counsel and covered the role, duties
and responsibilities of a director and U.K. and U.S. legislative and
regulatory matters.

Integrity & compliance
Keith completed compliance training modules relating to Indivior’s
Code of Conduct, CIA and DOJ Compliance Measures.

Legal induction
The Chief Legal Officer provided an overview of the key litigation
matters impacting the Group.

GovernanceIndivior Annual Report and Accounts 2023Corporate Governance continued

Further information regarding the
process for the appointment of the
Chair, Executive and Non-Executive
Directors can be found in the
Nomination Committee Report
on page 108.

Succession planning
and diversity
The Nomination Committee is
responsible for developing and
overseeing the succession plans for
the Board and senior management
and, as part of this review, takes
consideration of the length of service
of each Director. The Committee also
considers the skills and experience
of each of the Directors and maintains
a skills matrix. Appointments and
succession plans are based on merit
and objective criteria and, within
this context, are intended
to support and further diversity.

Further information regarding
the review of succession planning,
diversity and inclusion in 2023
can be found in the Nomination
Committee Report on pages 106 to 109.

Board Committees
A key finding of our 2022 Board and
Committee performance review was
that, given the expected reduction in
size of the Board with the prospective
retirement of Daniel J. Phelan and
Lorna Parker in 2023, it would be
timely and beneficial to re-evaluate
the structure of the Board’s
Committees, their remit and
composition. We acted upon this
finding and, at our September
2023 meeting, approved the
following changes which took
effect on October 1, 2023:

– The Nomination & Governance

Committee was renamed
the Compliance, Ethics &
Sustainability Committee with
responsibility for the oversight
of the Group’s Global Integrity
& Compliance Program and
approach to ethical, responsible
and sustainable conduct.
Mark Stejbach was appointed
as an additional member
and Chair of this Committee.

– The nomination-related

responsibilities previously
undertaken by the Nomination &
Governance Committee were
transferred to a new Nomination
Committee which has oversight of
Board and Committee composition
and succession planning. This
Committee comprises Graham
Hetherington as Chair and all
Non-Executive Directors.

– The Science & Policy Committee was
renamed the Science Committee.
This Committee has oversight of the
Group’s R&D strategy and pipeline
development. Policy matters, which
previously fell under this
Committee’s remit, are now part
of the Board’s remit. There were
no changes to the membership
of this Committee.

– The Audit Committee was renamed

the Audit & Risk Committee to better
reflect the role it plays in the
oversight of internal control and risk
management activities. There were
no changes to the membership of
this Committee.

– Barbara Ryan was appointed

as an additional member of the
Remuneration Committee.

We believe these changes better
support our strategic priorities and
ensure an appropriate distribution of
workload to the Board Committees
with the requisite skills and
experience. Furthermore, they allow us
to further target engagement on
sustainability matters.

Membership of all the Board
Committees can be found in the
relevant Committee reports.

Board performance review

2023 performance review
The Board recognizes the benefits
of undertaking a rigorous evaluation
of its own performance and that of its
Committees and individual Directors.

In 2023, the scope of the review
included considering the performance
of the Board, its Committees and
individual Directors during the year.
The objective was to conduct a
comprehensive review of all aspects
of Board and Committee effectiveness
and to consider progress made during
the year. The review was internally
facilitated by the Chair, supported by
the Company Secretary and Lintstock,
an independent consultancy.

The review comprised an online
survey, which was completed by each
Director and the Company Secretary.
The online survey focused on a
number of key areas, including Board
composition, stakeholder oversight,
purpose and culture, Board dynamics,
Board support, Board Committees,
focus of meetings, strategic oversight,
risk oversight, succession planning
and people oversight and priorities for
change. In addition, there was a survey
for each of the Board Committees.

The responses to the survey were
collated and reports for the Board and
each of its Committees were prepared
by Lintstock and distributed to all
Directors. This was followed by
individual meetings with the Chair
and each Director.

The review reflected that the overall
performance of the Board and its
Committees was positively rated.
The review highlighted a number
of areas of focus and/or
improvement, including:

– the importance of replacing the skill

set of Dr. A. Thomas McLellan;

– adding additional R&D, pipeline
development and addiction
sciences experience;

The Board has assessed, together
with the Audit & Risk and Disclosure
Committees, all information available
in considering the overall drafting
of the Group’s Annual Report and
Accounts and the process by which
it was compiled and reviewed. In doing
so, the Board ensured that adequate
time was dedicated to the drafting
process so that linkages and
consistencies were worked through
and tested. Drafts were reviewed by
knowledgeable executives and senior
management not directly involved
in the year-end process.

The Board recognizes that this
responsibility extends to interim and
other inside information, information
required to be presented in relation
to statutory requests and reports
to regulators. In relation to these
requirements, reference is made
to the Statement of Directors’
Responsibilities for preparing
the Annual Report and financial
statements, set out on pages 150
and 151.

Remuneration
Further information about our
approach to remuneration and
the role and work of the Remuneration
Committee is set out in the
Directors’ Remuneration Report
on pages 117 to 144.

– agreement that continuing to

• In February 2024, a patient

attended a Board meeting to
share his perspectives of his
journey from addiction
to recovery.

– In response to an outcome from
the 2022 Board and Committee
review, considered and
implemented significant changes
to the structure of the Board’s
Committees (further information
can be found on page 92).

– During the year, the Group settled
the legacy antitrust multi-district
litigation.

Audit, risk and internal
control
The Board has ultimate responsibility
for internal control and risk
management systems and considers
regular reviews, at least annually,
carried out by the Audit & Risk
Committee, which has responsibility
for monitoring such systems.

Further information about the role
and work of the Audit & Risk
Committee is set out in the Audit &
Risk Committee Report on pages
94 to 103.

Further information regarding the
Group’s approach to risk management,
including the management of principal
and emerging risks, can be found
on pages 64 to 73.

Board accountability
The Board is responsible for the
integrity of the Group’s Annual Report
and Accounts and recognizes its
responsibility to present a fair,
balanced and understandable
assessment of the Group’s
position and prospects.

support the furtherance of diversity
must remain a priority;

– bringing a wider range of external

insights into the Boardroom,
including the development of
a broader understanding of key
stakeholder groups including
patients, suppliers and
healthcare professionals;

– focusing the Board’s agenda
on core strategic issues and
reducing duplication between the
Board and its Committees; and

– resolving legacy litigation issues

to create greater certainty
for shareholders.

During the remainder of the year,
the Board implemented the
following actions in response to
matters highlighted:

– Following an extensive search

process, Dr. Keith Humphreys was
appointed as an Independent
Non-Executive Director in November
2023. Dr. Humphreys is one of the
leading minds in the substance
abuse space and his research
addresses addictive disorders and
translation of science into public
policy. His appointment ensures that
the Board continues to have input
from a research and addiction
sciences perspective. Dr. McLellan
retired from the Board in February
2024 following a transition period.

– The Board remains committed

to bringing diverse external insights
into the Boardroom.

• In September 2023, a U.S.

physician attended a Board
meeting to share her perspectives
on treating patients suffering
from SUDs.

• In November 2023, Mark Stejbach
shadowed a Clinical Specialist
for a day in the field, visiting
healthcare professionals.
Mr Stejbach subsequently shared
his feedback on the day with
the Board.

GovernanceIndivior Annual Report and Accounts 2023Audit & Risk Committee

At December 31, 2023,
the membership of the Committee
was as follows:

– Juliet Thompson (Chair)

– Jo Le Couilliard

– Barbara Ryan

– Mark Stejbach

Details of attendance at Committee

meetings can be found on page 84

On behalf of the Board, I am pleased to present the
Audit & Risk Committee Report for the financial year ended
December 31, 2023.

This report provides an insight into
the activities undertaken by the
Committee during the year and the key
governance responsibility which the
Committee continues to fulfill in
ensuring the integrity of the Group’s
published financial information and
the effectiveness of its risk
management, controls, and related
processes. This report should be read
in conjunction with the separate
section of compliance under the Code
on page 83.

On October 1, 2023, the Audit
Committee was renamed the
Audit & Risk Committee to better
reflect the role the Committee
plays in the oversight of the
Group’s internal controls and risk
management activities.

The Committee will continue to work
closely with the Board to drive
stakeholder value, to support the
strategic ambitions of the Group and
address the opportunities and
challenges that 2024 will bring.

Juliet Thompson
Chair of the Audit & Risk Committee

Members and meetings
Throughout the year, Juliet Thompson
and Jo Le Couilliard were both
considered to have recent and
relevant financial experience and
competence in auditing and
accounting. The Committee as
a whole has financial and commercial
competence relevant to the sector in
which the Group operates, and each
member of the Committee satisfies the
relevant independence requirements
of the Code. Further information on
the skills, expertise, and experience of
the Committee members can be found
on pages 78 to 79.

The Committee, throughout the course
of the year, invited the Chair of the
Board, Chief Executive Officer, Chief
Financial Officer, Senior Vice
President-Group Controller, Vice
President-Chief Audit Executive,
Company Secretary, Chief Legal Officer,
Vice President-Tax, External Audit
Partners, and other representatives
from management and the External
Auditor to attend Committee meetings.
The Deputy Company Secretary acts as
the secretary to the Committee.

The Committee reserves the right
to meet without any of these
individuals present.

The Chair of the Committee reports to
the Board, as a separate Board agenda
item, on the activity of the Committee
and matters of relevance. The Board
has access to the Committee’s papers
and receives copies of the minutes
of the Committee’s meetings.

For part of each Committee meeting,
the members meet separately with
each of the Chief Financial Officer,
Vice President-Chief Audit Executive,
and the External Auditor.
The Committee regularly meets
privately without management
present. The Committee has
unrestricted access to Group
documents, information, employees,
and the External Auditor.
The Committee may also take
independent professional advice
on any matters covered by its Terms
of Reference at the Group’s expense.

Narrative reporting
– Reviewing a draft copy of the

Internal audit
– Monitoring and reviewing the

Committee’s Report for inclusion
in the Annual Report and Accounts.

– Considering whether, taken

as a whole, the Annual Report
and Accounts is fair, balanced,
and understandable and provides
the information necessary for
shareholders to assess the Group’s
position and performance, business
model, and strategy.

– Reviewing and approving the going
concern assumption and viability
statement to be included in the
Annual Report and Accounts.

Risk management
– Assisting the Board in relation to its
robust assessment of the principal
and emerging risks facing the Group
and the prospects of the Group for
the purposes of disclosures required
in the Annual Report and Accounts
and the interim financial statements
issued across the year.

– Monitoring the Group’s policies,
procedures, and controls for
preventing fraud, bribery and
money laundering.

Internal controls
– Reviewing the effectiveness of the
Group’s internal controls over
financial reporting, including the
policies and overall processes for
assessing financial control and
effectiveness of corrective action
taken by management. Further
information is set out on page 97.

effectiveness of the Indivior Audit
Services function in the context of
the Group’s overall governance,
risks, and controls framework.

– Considering and reviewing the remit

of the Indivior Audit Services
function, ensuring it has adequate
resources and access to all
information necessary to enable
the effective performance of the
function. Further information can
be found on page 100.

– Reviewing progress against the

Indivior Audit Services plan along
with any significant findings and the
tracking of remedial actions.

External audit
– Overseeing the relationship between
the Group and the External Auditor,
advising the Board how the External
Auditor has contributed to the
integrity of the Group’s financial
reporting process, and reporting
to the Board whether the audit
contract should be put out to tender
to comply with the mandatory
tender requirements or otherwise.
Further information is set out on
pages 101 to 103.

– Reviewing and monitoring the

External Auditor’s objectivity and
independence, agreeing the scope
of their work, negotiating and
approving fees paid for the external
audit, overseeing the assessment
of the effectiveness of the audit
process, and agreeing the policy
in relation to the provision
of non-audit services.

The Committee’s Terms of Reference
are available to view on the Company’s
website at www.indivior.com.

Role and responsibilities
The Committee has an extensive
agenda focused on its responsibility
to oversee and give assurance to the
Board regarding the integrity of
financial reporting, internal controls
over financial reporting, risk
management, and audit arrangements.
In discharging this responsibility, the
Committee, with the assistance of
management and Indivior Audit
Services (the Group’s internal auditor),
and interactions with the External
Auditor, focused its attention in the
following areas:

Financial oversight and reporting
– Monitoring the integrity of the

Group’s financial reporting, including
all formal announcements relating
to financial results and compliance
with accounting standards.

– Informing the Board of the outcome
of the Group’s internal and external
audits and explaining how they
contribute to the integrity of
financial reporting.

– Reviewing the Group’s strategy
for management of key financial
risks and obtaining assurances
that the Group has followed
appropriate accounting policies
and made appropriate estimates
and judgments.

– Challenging, where necessary,
the consistency of, and any
changes to, accounting and treasury
policies, the clarity and
completeness of disclosures
including exceptional items and
other adjustments, any adjustments
resulting from the external audit, the
going concern assumption, the
viability statement, and compliance
with accounting standards.

– Reviewing the content of the

quarterly, half-yearly, and annual
financial results and advising the
Board of the integrity of each.
Further information is set out
on page 96.

GovernanceIndivior Annual Report and Accounts 2023Audit & Risk Committee continued

– Reviewed the draft Form 20-F

Registration Statement
prior to filing with the U.S.
Securities and Exchange
Commission (“SEC”).

– Reviewed and approved

updates to the Group’s policies
regarding Non-GAAP Measures
and reviewed new malus and
clawback requirements.

– The Committee met privately

with the Chief Financial
Officer following each
scheduled meeting.

Narrative reporting
– Reviewed and approved

a draft copy of the
Committee’s Report for
inclusion in the Annual Report
and Accounts. In addition, and
supported by the U.K. MAR and
SEC Disclosure Committees,
considered whether, taken as
a whole, the Annual Report
and Accounts is fair, balanced,
and understandable and
provides the information
necessary for shareholders
to assess the Group’s position
and performance, business
model, and strategy.

– Reviewed and approved the
going concern assumption
and viability statement to be
included in the Annual Report
and Accounts.

– Considered and approved

management’s assessment of
the Group’s prospects and
longer-term viability. The
viability statement can be
found on pages 74 to 75.

Activities during
the year
The Committee has an annual
work plan linked to events in the
Group’s financial calendar
including standing items the
Committee considers, in addition
to any specific matters requiring
the Committee’s attention.
The Committee met a total of
seven times during the year and
considers that it met with
sufficient frequency to enable it
to discharge its duties effectively.
Details of the principal matters
discussed during the year are set
out below.

Financial oversight
and reporting
– The Chief Financial Officer
provided an update on the
financial performance of the
business at each scheduled
meeting, including market
guidance where appropriate.

– Reviewed and recommended
to the Board the quarterly,
half-yearly, and annual
financial results, including
any recommended updates
to market guidance.

– Matters relating to going
concern, with supporting
analysis, were reviewed
throughout the year.

– Reviewed key accounting matters

to ensure the Group followed
appropriate accounting policies
and made appropriate estimates
and judgments.

– At scheduled Committee meetings,
the Senior Vice President-Group
Controller presented a treasury
operations update, including the
application of the Group Treasury
Investment Policy. In November
2023, the Committee supported the
Board in reviewing capital allocation
priorities and recommending a
further share repurchase program.

– Received a presentation from

the Vice President-Tax regarding
proposed updates to the annual
tax strategy, which were approved
by the Committee. A copy of the
Group’s tax strategy is available
on the Group’s website.

– Reviewed a preliminary draft
of the 2024 financial plan.

– Received a presentation on U.S.

Gross-to-Net margin analysis from
the Vice President-U.S. Finance
outlining the Group’s approach,
processes, estimates used, and
judgments taken with respect to
rebates and similar arrangements
when determining the ultimate
amount of net revenue to
be recorded.

Risk management
– Reviewed the Group’s principal and
emerging risks for inclusion in the
Annual Report and Accounts and
financial results announcements.
Further information regarding the
Group’s principal risks can be found
on pages 64 to 73.

– Received presentations from the

Vice President-Chief Audit Executive
on progress and delivery against the
Indivior Audit Services plan and
results of Indivior Audit Services
activities, including significant
findings and remediation plans
(where necessary).

– Reviewed the Group’s Enterprise

Risk Management (“ERM”) program
and process.

– Reviewed the Group’s approach
to cybersecurity and the threats
posed to the Group and discussed
the same with the Group’s
Chief Information & Innovation
Officer and Senior Information
Security Head.

– Reviewed climate-related risks
as part of the Group’s common
risk assessment approach.

Internal controls
– Reviewed the effectiveness of the
Group’s risk management and
internal control systems covering
all material controls, including
financial, operational, and
compliance controls. The internal
control systems were in place
throughout the year under review
and up to the date of approval of
the Annual Report and Accounts.

Internal audit
– Agreed the Indivior Audit Services
plan for 2023 and reviewed and
approved the 2024 internal audit
plan. Both plans factored key risks
to the Group, including any potential
impact of global events on the
Group’s strategic goals, with a
particular focus on the additional
processes and controls developed
in readiness for compliance with the
U.S. Sarbanes-Oxley Act (“SOX”).

– Reviewed the effectiveness of the
Indivior Audit Services function,
including the annual quality
assessment, which was
externally facilitated.

– The Committee met privately
with the Vice President-Chief
Audit Executive following each
scheduled meeting.

External audit
– Agreed the External Auditor

engagement and audit fee for 2023
as well as the external audit plan
for 2023.

– Considered accounting and audit

matters from the External Auditor’s
reports issued throughout the year.

– Reviewed the independence of the
External Auditor and approved the
provision of non-audit services by
the External Auditor pursuant to the
Group’s policy on non-audit fees.

– The annual quality assessment of

the External Auditor was undertaken
and reviewed by the Committee
(see page 101).

– Oversaw management’s audit tender
process for the 2024 year-end audit.
Further information regarding the
audit tender process can be found
on page 103.

– Recommended to the Board the
reappointment of PwC as the
External Auditor.

– The Committee regularly meets

privately with the External Auditor
without management present.

Other matters
– Received an update from the

Group’s Chief Integrity &
Compliance Officer on the
work of the Group’s Integrity &
Compliance function, including
the Speak Up program.

– Recommended to the Board
a further share repurchase
program, which was
implemented in November
2023 and is expected to be
completed no later than
August 30, 2024.

– Reviewed the Group’s

insurance program and made
various recommendations
regarding the 2023/24 renewal
planning process.

– Reviewed the Directors’ &

Officers’ Insurance program for
the Group and recommended
an expansion of coverage
concurrent with the additional
U.S. listing.

– The Committee had oversight
of ongoing work related to the
additional U.S. listing,
including preparations for
compliance with SOX and
ensuring that reports and
information received were
developed to reflect the
move towards additional
governance requirements.

The Terms of Reference for the
Committee were reviewed and
amendments were approved
by the Board.

Matters relating to Climate-
related Financial Disclosures are
detailed on pages 47 to 51.

GovernanceIndivior Annual Report and Accounts 2023Audit & Risk Committee continued

Significant judgments
In preparation for each meeting,
management produced briefing
papers on significant matters for
review and discussion by the
Committee. Management are invited
to attend Committee meetings to
respond to Committee inquiries.
The following areas of focus in relation
to the Group’s Annual Report and
Accounts and other judgmental
accounting areas were considered
and discussed with both management
and the External Auditor:

Going concern
– The Group regularly prepares an
assessment detailing available
resources to support the going
concern assumption and the
long-term viability statement. These
assessments also consider ongoing
compliance requirements with
respect to the Corporate Integrity
Agreement and provisions relating
to litigation and IP-related claims
and other legal settlements,
including the DOJ. These
assessments underpin
management’s analysis of the
sufficiency and adequacy of future
funding requirements, detailing
sufficiency of the Group’s liquidity
over possible near-term trading and
litigation outcomes.

– Cash outflows both during and
after the going concern period
(until June 2025) under different
forecasting scenarios were assessed
by the Committee. To assist,
management provided detailed
financial planning analyses
detailing sufficiency of the Group’s
liquidity over possible near-term
trading and litigation outcomes and
payments under agreed settlements.
Against this background, the
Committee considered the Group’s
flexibility to deploy cash back into
the business and return cash to
shareholders through the share
repurchase program.

– The Committee assessed the going
concern and viability assessment
period, the current trends and net
revenue forecasts for the Group’s
business worldwide including
reasonably possible downside

scenarios for SUBLOCADE and
SUBOXONE film.

– The Committee continued to review

and challenge management
regarding accounting processes to
support management's litigation
strategy, including changes to the
strategy adopted, such as entering
into a settlement agreement in
respect of multi-district antitrust
claims, and to ensure the
accounting is consistent with
the adopted strategy.

– The Committee was supportive of

management’s decision to recognize
a material uncertainty in the second
quarter of 2023 related to the
outcome of the multi-district
antitrust cases. The Committee
agreed that entering into the
settlement agreement with the
remaining plaintiffs in the multi-
district antitrust cases in the third
quarter of 2023 resolved the
material uncertainty.

– The Committee approved the

disclosures in relation to both the
going concern and viability
assessment and recommended to
the Board the preparation of the
financial statements under the going
concern basis.

Viability statement
– Following on from the going concern

assessment, the Committee
assessed the prospects and
challenges facing the Group. The
Committee considered scenarios
that could impact future financial
projections and the ability of the
Group to remain viable.

– The Committee discussed with

management the dependencies on
which the viability statement was
reliant, which included, amongst
other items, the future growth of
SUBLOCADE and PERSERIS, payment
of existing liabilities and debts as
they come due, the Group’s overall
legal strategy associated with
remaining litigation matters and
expectations for the Group’s
base business.

– The Committee reviewed

management’s business plan

including net revenue and cash
flow forecasts and the possible
use of cash reserves during the
viability period.

– The Committee probed

management’s business strategy
and judgment regarding the
execution and continued annual net
revenue growth for SUBLOCADE,
management of litigation risk, the
building and progression of a new
product pipeline, and the
diversification of net revenue
through product offerings, including
PERSERIS and OPVEE, and Rest of
World geographic growth outside
the U.S. These financial risks and
operational considerations were
considered by the Committee the
most immediate and significant
considerations in delivering the
Group’s strategic priorities and
remaining viable.

– The Committee discussed the

appropriate timeframe applicable
for the Group over which to make
the viability statement. The
Committee agreed that a four-year
period remains an appropriate
timeframe over which to make the
viability statement. While the
Committee has no reason to believe
that the Group will not be viable
over a longer period, a four-year
period allows the Directors to make
a viability statement with reasonable
confidence while providing
shareholders with an appropriate
longer-term outlook.

– Based on the Committee’s
assessment of the Group’s
prospects, management’s approach
to the challenges facing the
business, including appropriate and
detailed financial disclosures in the
Annual Report and Accounts
referencing possible scenarios that
could impact the Group’s viability
during the assessment period, the
Committee agreed there was a
reasonable expectation that the
Group will be able to continue to
operate and meet its liabilities as
they fall due over the next four
years. Further information on the
Group’s principal risks, including
the viability statement, are detailed
on pages 64 to 75.

Monitoring the integrity of
reported financial information
Ensuring the integrity of the financial
statements and associated
announcements is a fundamental
responsibility of the Committee.
During the year the Committee
reviewed the Group’s FY 2022
preliminary results announcement,
the 2022 Annual Report and Accounts,
the 2023 half-yearly and quarterly
financial results. Further, as at the
date of this report, the Committee also
reviewed the FY 2023 preliminary
results announcement, and this 2023
Annual Report and Accounts. In doing
so, these reviews considered:

– the accounting principles, policies,

and practices adopted in the
Group’s financial statements,
any proposed changes to them, and
the adequacy of their disclosure;

– the description of performance to

ensure it was fair, balanced,
and understandable;

– accounting matters or areas of

complexity, the actions, estimates,
and judgments of management
in relation to financial reporting,
and the assumptions underlying
the going concern and
viability statements;

– any significant adjustments

to financial reporting identified
by the External Auditor;

– cybersecurity threats posed
to the overall operating
effectiveness of controls;

– tax contingencies, compliance with
statutory tax obligations, and the
Group’s tax strategy;

– litigation and contingent liabilities

affecting the Group;

– treasury policies; and

– long-term funding options.

Critical accounting judgments
and disclosures, and key sources
of estimation
When applying the Group’s accounting
policies, management must make
a number of key judgments on the
application of applicable accounting
standards, estimates, and
assumptions. These judgments
and estimates are based on
relevant factors.

The Committee considered and
challenged management on key
judgments and sources of estimation
covering a number of areas underlying
the Group’s financial statements and
results. The Committee discussed the
uncertainty and potential outcome of
ongoing litigation matters the Group
faced in order to support judgments
taken by management regarding
maintaining provisions and/or
contingent liabilities, which represent
the best estimate of potential
outcome. The Committee considered
management’s conclusion related
to the resolution of a material
uncertainty related to the outcome
of the multi-district antitrust claims
involving the Group, which was
recognized earlier in the year.

Accruals for returns, discounts,
incentives, and rebates were also
discussed with the Committee.
Further information can be
found in Note 22 to the Group
financial statements.

Management’s growth forecasts for
both SUBLOCADE and PERSERIS were
also considered by the Committee
in conjunction with the cash flows
utilized for going concern, viability,
and inventory and other asset
impairment and recoverability
judgments. The Committee considered
the judgments and estimates
management used in their impairment
assessment in respect of products in
development and intangibles acquired
during the year, specifically related to
the Opiant acquisition.

Given that certain matters disclosed in
the Annual Report and Accounts are
highly judgmental, the Committee has
reviewed management’s assumptions
and inputs into their analysis and
development of the judgments,

estimates, and disclosures and
discussed the critical nature of each
with both management and the
External Auditor.

The Committee has satisfied itself that
the Group’s accounting policies and
their application by management
are appropriate. The Committee
is also satisfied with both the
appropriateness of analysis performed
by management, including the
judgments made and estimates
used, and the related disclosures.

Fair, balanced and
understandable assessment
At the request of the Board, the
Committee assessed whether the
content of the 2023 Annual Report
and Accounts, full-year results
announcement, and the full-year
results presentation were, taken
as a whole, fair, balanced,
and understandable.

In its assessment, consideration was
given to whether key information and
messaging were included consistently
across the announcement, results
presentation, and Annual Report and
Accounts. Drafts of the Annual Report
and Accounts were received by the
relevant Board and Committee
members during the drafting process
in sufficient time to allow for challenge
to the disclosures. Management also
reported describing the approach
taken in the preparation of the Annual
Report and Accounts and highlighting
the key messages and information.

The Committee advised the Board it
was satisfied that, taken as a whole,
the Annual Report and Accounts is fair,
balanced, understandable and
provides the information necessary for
shareholders to assess the Group’s
position, performance, business
model and strategy.

Global events, including the continuing
Russian invasion of Ukraine and the
Israel-Hamas conflict, among others,
had the potential to cause a range of
implications for risk management and
corporate reporting during the year.
Key risk factors and trends have been
considered in the assessment of the
Group’s principal and emerging risks
and uncertainties.

GovernanceIndivior Annual Report and Accounts 2023Audit & Risk Committee continued

Internal Audit
Indivior Audit Services, which reports
functionally to the Committee,
provides assurance and advisory
services to senior management and
the Board primarily on the Group’s
governance, risks, and controls,
in line with an agreed audit plan.

Indivior Audit Services, led by the Vice
President-Chief Audit Executive, is
composed of appropriately qualified
and experienced professionals. The
Committee recognized that throughout
the year the Indivior Audit Services
function had the necessary blend of
skills, experience, and quality of
leadership to understand all aspects
of the Group worldwide. Third parties
may be engaged to support audit
engagements as appropriate.

The Vice President-Chief Audit
Executive has direct access to and
regular meetings with the Committee
Chair and prepares reports for
Committee meetings on key activities
and significant observations, together
with the status of management’s
implementation of audit remediations.
The Committee has unrestricted
access to all of Indivior Audit
Services’ reports.

During the year, the Committee
monitored progress with the audit
plan and approved changes to the
plan. Indivior Audit Services and
management work closely together
to deliver the audit plan and
develop actions to remediate
audit observations.

The Committee noted Indivior Audit
Services’ continued contributions in
supporting and delivering value to the
Group and the Committee during the
year, including in the implementation
and assessment of the Group’s SOX
control framework. The Committee was
satisfied with Indivior Audit Services’
organization and structure and the
quality, experience, and expertise of
the function and concluded it was
effective throughout the year and
remained appropriate for the
requirements of the Group.

Internal control over financial
reporting and risk management
The Committee acknowledges its duty
to assist the Board to fulfill its
responsibilities for the Group’s risk
management and internal control
systems, including the adequacy and
effectiveness of the control
environment, internal control over
financial reporting, and the Group’s
compliance with the Code.

During the year, all business areas
prepared annual operating plans and
budgets. These are regularly reviewed
and updated as necessary.
Performance against budget is
monitored centrally and is discussed
at Committee and Board meetings.
The cash position of the Group
is monitored daily by the
treasury function.

Clear policy guidelines are in place
for capital expenditure and
investment decisions. These include
budget preparation, appraisal, and
review procedures and delegated
authority levels.

Effective controls ensure the Group’s
exposure to avoidable risk is
minimized, and the Committee is
cognizant of the material controls
within the Group, including, among
other things, that proper accounting
records are maintained, financial
information used within all business
areas is reliable and up-to-date, and
the financial reporting processes
comply with relevant regulatory
reporting requirements.

Internal control systems are in place
in relation to the Group’s financial
reporting processes for preparation
of consolidated accounts. Accordingly,
the Committee confirms that there is a
process for identifying, evaluating, and
managing the risks faced by the Group
and the operational effectiveness and
monitoring of related controls, all of
which have been in place for the year
under review and up to the date of
approval of the Annual Report and
Accounts. The Committee also
confirms that it has regularly
monitored the effectiveness of risk
management and internal control.

This encompasses policies and
procedures that relate to the
maintenance of records, which
accurately and fairly reflect
transactions, provide reasonable
assurance that transactions are
recorded as necessary to permit the
preparation of financial statements,
require representatives of the Group
to certify that their reported
information gives a true and fair view
of the state of affairs of the business
and its results for the period, and
review and reconcile reported data.
The Senior Vice President-Group
Controller regularly updates the
Committee on the Group’s internal
control over financial reporting.

The Committee, having regard to the
above referenced controls coupled
with support from Indivior Audit
Services, is of the view that the Group
has an effective system of internal
control. The additional U.S. listing
exposes the Group’s internal control
environment to an enhanced audit
regime in future years. The Committee
is cognizant of the increasing level
of detail in documenting control
procedures, in particular relating to
the definition and precision of certain
controls, including entity level
controls, management review
procedures, and oversight of external
specialists. The Committee will
continue to monitor sufficiency of the
control environment to meet
regulatory requirements.

Control processes are designed to
manage, rather than eliminate, the risk
of assets being unprotected and guard
against their unauthorized use,
culminating in the failure to achieve
business objectives. Internal controls
provide reasonable and not total
assurance against material
misstatement or loss.

The Group’s Enterprise Risk
Management process is designed to
identify, assess, manage, report, and
monitor risks and opportunities that
may impact the achievement of the
Group’s strategy, objectives, and future
success. This includes adjusting the
risk profile in line with the Group’s risk
tolerances to respond to new threats
and opportunities.

To fulfill its duties, the
Committee reviewed:

– medium- and longer-term strategic
plans, reports on key operational
issues, tax, treasury, risk
management, and Indivior
Audit Services reports;

– presentations from the Chief

Information & Innovation Officer
outlining the Group’s approach to IT
and cybersecurity;

– reports from Indivior Audit Services

at each scheduled Committee
meeting covering key audit areas
and any deficiencies in the control
environment covering internal
financial control, operational, IT,
and risk management;

– reports from management on the
oversight and progress of ongoing
work to ensure all aspects of
financial reporting are compliant
with the requirements of differing
regulatory regimes; and

– the external auditor’s reports to

the Committee.

Accordingly, the Committee confirms
its oversight of the process for
identifying, evaluating and managing
risks faced by the Group and the
operational effectiveness of the
appropriate controls, all of which have
been in place throughout the year
and up to the date of approval of the
2023 Annual Report and Accounts.
The Committee considered whether
any matter required disclosure
as a significant failing or weakness
in internal control during the year;
no such matters were identified.

Misstatements
Throughout the year, management
reported to the Committee that
they were not aware of any
material or immaterial misstatements
made intentionally to achieve
a particular result.

External auditor
PwC were appointed as the Group’s
external auditor on demerger
in December 2014 and were last
re-appointed by shareholders
at the AGM in May 2023.

The U.K. External Audit team is led by
Darryl Phillips (U.K. audit partner), who
was appointed following the
conclusion of the 2021 year-end audit.
The U.S. External Audit team was led
by James Connolly (U.S. audit partner)
for the 2023 year-end. For the period
beginning January 1, 2024, Alison
Mount (U.S. audit partner) will take
over the responsibilities of leading the
U.S. External Audit team. Both the U.K.
and U.S. External Audit teams interact
on a regular basis to share ideas,
utilize the work performed between
each other where possible, and jointly
communicate responses to any
key matters.

The Committee oversees the work
undertaken by the external auditor
and is responsible for the
development, implementation and
monitoring of policies and procedures
on the use of the external auditor for
non-audit services in accordance with
professional and regulatory
requirements. These policies are
reviewed to ensure the Group benefits,
in a cost-effective manner, from the
cumulative knowledge and experience
of the external auditor while ensuring
the external auditor maintains the
necessary degree of objectivity
and independence.

The Committee considers the
objectivity and independence of the
external auditor at least twice a year.
It receives reports from the external
auditor on its internal quality controls
and independence rules and considers
carefully the extent of non-audit
services provided. Accordingly, the
Committee is of the view that the
external auditor was objective and
independent throughout 2023.

During the year, the Committee
continued to meet with the external
auditor following Committee meetings,
without members of management
being present, and reviewed key
issues within their scope of interest
and responsibility. Such meetings
provided a forum for open dialogue
and feedback.

External auditor effectiveness
On behalf of the Board, the Committee
is responsible for assessing the
effectiveness of the audit process.
This process was in place throughout
the year and post year-end up to and
including the date of approval of the
Annual Report and Accounts.

In fulfilling its responsibilities
in assessing the effectiveness
of the external auditor, the
Committee reviewed:

– the fulfillment by the external

auditor of the agreed audit plan
and variations from it;

– reports highlighting the
significant risks and key
judgments that arose during
the audit and their resolution;

– a report from the external auditor
at each Committee meeting; and

– fees charged for execution of the

external audit.

The Committee also monitors audit
effectiveness by reviewing the Audit
Quality Implementation reports
published by the United Kingdom
Financial Reporting Council (“FRC”),
with particular reference to the FRC
2022/23 Audit Quality Inspection and
Supervision report into the largest U.K.
audit firms, published in July 2023.
The Committee is also aware of,
acknowledges, and seeks to
implement the FRC Audit Committees
and the External Audit: Minimum
Standard, published May 2023
(“Minimum Standard”).

As in previous years, the Committee
received feedback from key internal
stakeholders in assessing the
effectiveness of the external auditor.
This assessment was undertaken by
Lintstock, an independent evaluation
consultancy, on the quality of the
external auditor’s communication,
delivery, and interaction with key
internal stakeholders and included
work undertaken by the external
auditor in relation to the additional
U.S. listing.

100

101

GovernanceIndivior Annual Report and Accounts 2023Audit & Risk Committee continued

External Auditor independence
Indivior has a formal policy in place
to safeguard the independence of the
External Auditor. The Committee and
the Chief Financial Officer keep the
independence of the External Auditor
under review, and during the year the
Committee formally reviewed the
independence of the External Auditor
and believes it remained independent
throughout the year. Separately, the
External Auditor has reported to the
Committee confirming its
independence throughout the year
within the meaning of the regulations
on this matter and in accordance with
its professional standards.

To fulfill its responsibilities to ensure
the independence of the External
Auditor, the Committee reviewed:

– a report from the External Auditor

describing arrangements to identify,
report, and manage any conflict
of interest, and policies and
procedures for maintaining
independence and monitoring
compliance with relevant
requirements; and

– the extent of non-audit services
provided by the External Auditor.

The Committee has reviewed
the nature and level of non-audit
services undertaken by the External
Auditor during the year to satisfy
itself that there is no effect on
their independence.

During the year, the External Auditor
challenged management’s judgments
and assertions regarding:

– contingent liabilities and the value
of the provisions recognized in
respect of the outstanding litigation
matters and the conclusions around
the recognition and resolution of a
material uncertainty during the year;

– U.S. sales rebate adjustments and

accruals; and

– focus on management’s forecasts
used to support going concern,
asset recognition, and recoverability
of assets.

The Committee continues to review
annually the appointment of the
External Auditor, taking into account
the External Auditor’s effectiveness,
independence, and Audit Partner
rotation, and makes a
recommendation to the
Board accordingly.

Any decision to open the external
audit to tender would be taken on the
recommendation of the Committee.
To date, there are no contractual
obligations that restrict the Group’s
current choice of External Auditor.
PwC has completed their tenth year
as External Auditor to the Company.
Further information on the audit
tender process carried out during
the year can be found on page 103.

Further details of the responsibilities
of the Committee regarding the
engagement of the External Auditor
and the supply of non-audit services
can be found in the Committee’s
Terms of Reference, which are
available on the Group’s website.

The results were discussed with the
Committee and the External Auditor
at the Committee meeting held in
February 2024. The Committee
concluded that the overall working
relationship with the External Auditor
was effective and that the audit had
been undertaken in an independent,
constructive, and professional manner
with appropriate challenge.

To fulfill its responsibilities for
oversight of the external audit process,
the Committee reviewed:

– the terms, remuneration, areas of
responsibility, associated duties,
and scope of the audit as set out in
the engagement letter with the
External Auditor;

– the Minimum Standard to ensure
there was nothing of note therein
that differs from how the
Committee operates;

– the overall audit plan and

fee proposal;

– key accounting and audit judgments

and how the External Auditor
applied constructive challenge
and professional skepticism when
dealing with management;

– recommendations made by
the External Auditor to the
Committee and the adequacy
of management’s response;

– recent and historical performance
of the External Auditor in relation
to the Group’s audits including
the quality and probity of
communication with the Committee;

– the depth of understanding of the
Group’s business, operations and
systems, and accounting policies
and practices; and

– the demonstration of professional
integrity and objectivity to rotate
and select other key engagement
partners at least every five years or
as otherwise required by applicable
law or regulation.

Accordingly, the Group applied to the
FRC for an extension of the audit
engagement of the External Auditor for
a further two years. The FRC approved
the Group’s application in August 2023,
and the Group intends to carry out a
tender process for the 2026 year-end
audit. The Committee has concluded
that a competitive tender for the 2026
year-end audit is in the best interests
of the Company’s shareholders as it
will allow the Company sufficient time
to solicit, review, respond to, and
appoint the audit firm that will provide
the highest-quality and most effective
and efficient audit.

Compliance with the CMA Order
The Company continues to comply
with the Statutory Audit Services for
Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014 for the
financial year under review.

Juliet Thompson
Chair of the Audit & Risk Committee

March 5, 2024

Non-audit services
The Committee and the Board place
great emphasis on the objectivity
of the Group’s External Auditor in
reporting to shareholders. The Group’s
policy relating to the Provision of
Non-Audit Services recognizes the
criticality of the objectivity and
independence of the External Auditor
and the need to ensure independence
is not impaired by the provision of
non-audit services.

The Committee, in keeping under
review the nature and level of non-
audit services undertaken by the
External Auditor, recognizes it may
be more beneficial for the External
Auditor to provide certain services
because of its existing knowledge
of the business or because the
information required is a by-product
of the audit process. In these
circumstances, the External Auditor is
permitted to provide certain non-audit
services where these are not, and are
not perceived to be, in conflict with
its independence.

The Committee considers non-audit
services when it is in the best interests
of the Group to do so, provided they
can be undertaken without
jeopardizing the independence
of the External Auditor.

The Group’s policy on non-audit fees
states that, on an annual basis,
non-audit fees by the External Auditor
must not exceed 70% of the average of
the Group’s external audit fees billed
over the last three-year period. The
Group’s policy also requires
Committee approval of all services
prior to engagement of the External
Auditor, except the Committee Chair
may approve services costing less than
$0.25m. The Chief Financial Officer may
approve fees less than $0.05m for
engagements that have already been
pre-approved by the Committee.

Total fees charged by the External
Auditor during the year were $6.0m
(2022: $6.4m; 2021: $3.6m), comprising
$5.2m (2022: $3.6m; 2021 $2.7m) for
audit services and $0.8m (2022: $2.8m;
2021: $0.9m) for audit-related
assurance services as set out in Note 4
to the Group financial statements.
The ratio of non-audit fees for the year
over the last three year’s average audit
fee is 27%.

In conclusion, taking into account the
nature of the Group’s Provision of
Non-Audit Services Policy, the
Committee was satisfied that the
External Auditor was independent at
all times during the year under review.

External Auditor reappointment
and audit tender process
The Committee has recommended to
the Board that PwC be proposed for
reappointment by shareholders as the
External Auditor at the AGM in May
2024. PwC has completed their tenth
year as External Auditor to the
Company. Pursuant to current
regulatory provisions, the external
audit contract would ordinarily be put
out to tender at least every 10 years.

As noted in the 2022 Annual Report
and Accounts, the Committee had
determined that it was in the best
interests of shareholders to undertake
a competitive tender of external audit
services for 2024. Management, with
oversight by the Committee, sought to
initiate a competitive tender process
in 2023 for the 2024 year-end audit.
Following engagement with six
accounting firms, only one, the
incumbent firm, submitted a proposal
in response to the audit tender.
The Committee was therefore unable
to identify first and second choice
candidates for appointment in respect
of its 2024 audit.

102

103

GovernanceIndivior Annual Report and Accounts 2023Nomination Committee

At December 31, 2023,
the membership of the Committee
was as follows:

– Graham Hetherington (Chair)

– Peter Bains

– Jo Le Couilliard

– Dr. Keith Humphreys

– Jerome Lande

– Dr. A. Thomas McLellan

– Barbara Ryan

– Mark Stejbach

– Juliet Thompson

Details of attendance at Committee

meetings can be found on page 84

On behalf of the Board, I am pleased to present the Nomination
Committee Report for the financial year ended December 31, 2023.

During the year, the Committee played
a key role in the search process for a
successor to Dr. A. Thomas McLellan
who reached the end of his nine-year
term of office in November 2023. Given
Tom’s specific skill set and extensive
background in addiction sciences, this
was an important role to fill.

As part of these changes, this
Committee was formed on October 1,
2023, when it took over the
nomination-related responsibilities of
the Nomination & Governance
Committee (which was renamed the
Compliance, Ethics & Sustainability
Committee).

This report provides an insight into the
activities of both of these Committees
during the year in so far as they
related to nomination-related matters.

These, and the Committee’s other
activities during the year, are
described more fully in this report.

Graham Hetherington
Chair of the Nomination Committee

Following that search process, we were
pleased to announce in November the
appointment of Dr. Keith Humphreys
with immediate effect. With over 30
years of experience in the field of
clinical psychology and substance
use disorders, Keith will be a
tremendous asset as we continue
to focus on our purpose of bringing
science-based, life-transforming
treatments to patients.

Also during the year, we made some
important changes to our Board
Committee structure to better align
and support the Group’s key
strategic priorities.

This means that we now have a
committee dedicated to nomination-
related matters and whose
membership comprises all the
Non-Executive Directors and myself as
Chair. We also now have a separate
committee – the Compliance, Ethics &
Sustainability Committee – dedicated
to the oversight of the Group's Global
Integrity & Compliance Program and
approach to ethical, responsible and
sustainable conduct.

Board and Committee
appointments
– Overseeing the appointment

process for Directors and making
recommendations to the Board
regarding appointments to the
Board and its Committees.

Succession planning
– Overseeing succession plans for the
Board, its Committees and for senior
management positions, and
ensuring that these support the
development of a diverse pipeline
for succession.

Conflicts of interest
– Reviewing and evaluating additional

external appointments for the
Directors of Indivior PLC and
members of the Executive
Committee and conflicts of interest
notified by Directors, and making
recommendations to the Board.

Corporate governance
– Keeping under review the Group’s
compliance with the 2018 U.K.
Corporate Governance Code and
related U.K. corporate governance
regulatory requirements, and
monitoring external corporate
governance developments.

Director independence and
conflicts of interest
Processes exist for actual or potential
conflicts of interest to be reviewed
and disclosed and to ensure Directors
do not participate in any decisions
where they may have a conflict
or potential conflict.

External appointments
In accordance with Provision 15 of the
2018 Code, the Company’s External
Appointments Policy requires that the
Directors of Indivior PLC receive
approval from the Board prior to
accepting an external appointment.

In reviewing an additional
appointment, consideration will be
given to the Director’s existing
commitments, the likely time
commitment of the new role (having
regard to “overboarding” guidelines)
and if the appointment is likely to give
rise to a conflict of interest.

Executive Directors may hold one
non-executive appointment and
members of the Executive Committee
may hold one non-executive
appointment subject to the approval
of the Executive Committee.
The Executive Directors do not
hold any external directorships.

Members and meetings
At the invitation of the Committee,
the Chief Executive Officer, the
Chief Human Resources Officer
and the Company Secretary attended
meetings of the Committee.
The Company Secretary is secretary
to the Committee.

The Chair of the Committee reports on
the activities of the Committee at the
following Board meeting, and copies
of the minutes of Committee meetings
are circulated to all Directors.

The Committee has delegated
authority from the Board, which
is set out in its Terms of Reference,
and has authority to appoint search
consultants and other advisors
at its discretion.

Role and responsibilities
The principal role and responsibilities
of the Committee include:

Board and Committee
composition and performance
– Reviewing the structure, size,

composition of the Board and its
Committees. In doing so, the
Committee has regard to the
diversity of skills, knowledge,
experience, expertise, gender,
social and ethnic backgrounds,
and cognitive and personal
strengths of individual Board
and Committee members.

– Reviewing the process for

monitoring and evaluating the
performance and effectiveness
of the Board and its Committees.

104

105

GovernanceIndivior Annual Report and Accounts 2023Nomination Committee continued

Activities during the year
During the year, the Committee
considered, among other items,
the following matters:

Succession planning

Non-Executive
– In anticipation of the retirement
of Daniel J. Phelan on September
30, 2023, the Committee
considered succession for the
roles of Senior Independent
Director, Chair of the
Remuneration Committee and
designated Non-Executive
Director for workforce
engagement. The Committee
agreed that there were a number
of potential candidates among
serving Directors and therefore
recommended to the Board
that an external search was
not necessary.

Members of the Committee met
separately with internal
candidates and provided their
feedback on those meetings to
the Committee. The Committee
agreed to recommend the
appointment of Juliet Thompson
as Senior Independent Director,
Jo Le Couilliard as Chair of the
Remuneration Committee and Jo
Le Couilliard and Mark Stejbach
as the designated Non-Executive
Directors for workforce
engagement, all effective
October 1, 2023.

– The Committee oversaw the
search process for a new
Non-Executive Director to replace
the expertise of Dr A. Thomas
McLellan who was due to reach
the end of his nine-year term of
office in November 2023. Given
Tom’s specific skill set and
extensive background in
addiction sciences, a global
search process was activated in
2022 and this continued into 2023.

The Committee engaged Russell
Reynolds, an external search
consultancy, to assist with the
search process. Russell Reynolds do
not have any other connection with
the Group or any individual Director.

Following the development of a
diverse candidate list, a number of
candidates met with Non-Executive
Directors virtually. Following these
meetings, two candidates were
shortlisted and both met with the
Chair, Chief Executive Officer, Chief
Scientific Officer and Committee
members. The Committee
subsequently agreed to recommend
to the Board the appointment
of Dr. Keith Humphreys OBE, PhD
as an Independent Non-Executive
Director. Keith is one of the leading
minds in the substance abuse
space and his research addresses
addictive disorders and translation
of science into public policy.

– The Committee considered the

re-appointment of Dr. Tom McLellan
who was due to reach the end of his
third three-year term in November
2023. Noting the benefits of Tom
remaining on the Board to ease
a smooth transition to his successor,
the Committee recommended to the
Board that he be re-appointed for a
further one-year term. The
Committee noted that, for the
purpose of the 2018 U.K. Corporate
Governance Code, Tom would no
longer be considered independent
once he reached the ninth
anniversary of the date of his
first appointment.

Board Committee structure
and composition
– The Committee reviewed the

existing Board Committee structure
to ensure that it fully aligned
and supported the Company’s key
strategic priorities. A number of
opportunities were identified to
better utilize the Committees’
time, reduce duplication and
refine the remit and focus of each
Board Committee.

– The Committee also considered
the membership of each Board
Committee given the anticipated
departures of Lorna Parker and
Daniel J. Phelan in September
2023, and to ensure that the
membership of each Board
Committee supported any
new structure.

The Committee recommended to
the Board the following changes
which were approved by the
Board in September 2023
and implemented effective
October 1, 2023:

– The Nomination & Governance

Committee was renamed
the Compliance, Ethics &
Sustainability Committee
with responsibility for the
oversight of the Group's
Global Integrity & Compliance
Program and approach to
ethical, responsible and
sustainable conduct. Mark
Stejbach was appointed as an
additional member and Chair
of this Committee.

– The nomination-related

responsibilities undertaken by
the Nomination & Governance
Committee were transferred
to a new Nomination
Committee with oversight of
Board and Committee
composition and succession
planning. All Non-Executive
Directors were appointed to
this Committee and Graham
Hetherington was appointed
as Chair.

– The Science & Policy

Committee was renamed the
Science Committee. This
Committee has oversight of the
Group's R&D strategy and
pipeline development. Policy
matters, which previously fell
under this Committee's remit,
are now part of the Board's
remit. There were no changes
to the membership
of this Committee.

– The Audit Committee was
renamed the Audit & Risk
Committee to better reflect
the role it plays in the oversight
of internal control and risk
management activities.
There were no changes to the
membership of this Committee.

– Barbara Ryan was appointed as
an additional member of the
Remuneration Committee.

Executive succession
– The Committee received a

presentation from the Chief
Executive Officer and Chief
Human Resources Officer on the
talent assessment of members of
the Executive Committee and the
succession plans in place for
each of them.

Corporate governance
The Committee was kept
abreast of developments in
corporate governance by the
Company Secretary. In particular,
the Committee:

– received an update on

developments and publications
on gender and ethnic diversity,
including the recommendations
and targets set by the Parker
Review and the FTSE Women
Leaders Review and the
introduction of new U.K. Listing
Rules requiring reporting
against targets;

– reviewed the Group’s diversity
and inclusion policy and the
diversity and inclusion statement
for inclusion in the 2023 Annual
Report and Accounts;

– reviewed the Terms of Reference

of the Committee and the
Compliance, Ethics &
Sustainability Committee,
in light of the Board Committee
restructuring, and recommended
them to the Board;

– reviewed the External

Appointments Policy. This policy
requires that all Directors of
Indivior PLC receive approval
from the Board and that
Executive Committee members
receive approval from the
Nomination Committee prior to
accepting an additional external
appointment. The Committee
determined that no changes to
the Policy were required;

– considered the independence of
the Non-Executive Directors and
their other commitments and if
these were likely to give rise to a
potential conflict of interest. On
the recommendation of the
Committee, the Board confirmed
that each of the Non-Executive
Directors, with the exception of
Jerome Lande (who is a
representative of the Group’s
largest shareholder, Scopia
Capital Management LP),
remained independent;

– reviewed the Register of

Directors’ Conflicts of Interests;
and

– reviewed and approved the
Group’s U.K. Modern Slavery
Statement and recommended to
the Board that it be approved
and published on the Group’s
website (www.indivior.com).

Board and Committee
effectiveness review
– In accordance with the Code, the
Board undertook a review of the
effectiveness of its performance
and of its Committees and
individual Directors during the
year. The review was internally
facilitated by the Chair, supported
by the Company Secretary and
Lintstock, an independent
consultancy. Further information
regarding the Board and
Committee effectiveness review
undertaken during the year can
be found on page 92.

Approach to succession planning
When considering succession
planning, the Committee takes a
phased and orderly approach by
regularly reviewing short-, medium-
and long-term Board and Board
Committee requirements. These
activities take into account good
practice guidelines addressing
diversity, the various legal and
regulatory requirements concerning
Board composition, Board and Board
Committee performance reviews and
Indivior’s strategic priorities and
planned business developments. The
aim is to support the development of
a diverse pipeline of talented people
to ensure the continuation of
Indivior’s success.

In 2020, in recognition of the fact that
there had been a number of
departures from the Board and that
the majority of the remaining Non-
Executive Directors would reach the
end of their third three-year term in
2023, the Committee commenced a
search for additional Non-Executive
Directors. These appointments were of
particular significance given the new
appointees would likely ultimately
assume the roles of Chair of the Audit
& Risk and Remuneration Committees,
and Senior Independent Director. By
taking a long-term view of the
Company’s succession planning
needs, the Committee was able to
ensure that any risks associated with
the departure of the majority of
Non-Executive Directors could be
carefully managed. Following the
search, the appointment of additional
Non-Executive Directors (Jo Le Couilliard,
Mark Stejbach and Juliet Thompson)
in 2021 immediately bolstered the
Board at a time for significant
strategic change for Indivior and also
gave the new appointees time to
successfully embed themselves well
ahead of the impending Board
departures in 2023.

When considering Executive Director
succession, the Committee undertakes
an annual review of Executive
Committee members’ performance,
strengths and development
opportunities and, where appropriate,
considers their potential for
succession to the Board.

106

107

GovernanceIndivior Annual Report and Accounts 2023The Board recognizes the advantages
that are derived from diversity of
membership through bringing
different perspectives to ensure
effective decision-making.

All Board and senior management
appointments are based on merit and
objective criteria, seeking to maintain
and enhance the effectiveness of the
Board and senior leadership.

The Committee endeavors to enhance
the Board and Committees' overall
effectiveness and, within this context,
consider diversity of age, gender,
social and ethnic backgrounds, sexual
orientation, disability, education,
profession and cognitive and personal
strengths. Candidate long and
shortlists for appointments are drawn
from diverse sources and include a
broad range of characteristics.

Where appropriate, the Committee
engages external search firms to assist
with Board appointments. Whenever
an external search firm is used, the
brief includes the development of a
slate of candidates with a broad range
of diverse characteristics.

The Committee has considered the
recommendations of the Parker
Review Report 2023 and is supportive
of its aims of increasing equality of
opportunity in business. The
Committee believes that the Group’s
approach to furthering diversity and
inclusion supports its ambitions and
has determined that it will not set
specific ethnicity targets for
senior management.

Corporate Governance continued

The Committee also receives insights
from external search firms on the
external landscape, including the
availability of potential candidates and
the typical lead time from start of
search to close.

At least annually, the Committee
undertakes a review of Executive
Committee direct reports and
considers their potential for
succession to the Executive
Committee. Where employees are
identified as potential successors, the
Committee considers their readiness
in the near and long term.

Directors of Indivior PLC

27%

73%

 Female
 Male

Executive Committee

27%

73%

 Female
 Male

Senior leadership

38%

62%

 Female
 Male

Appointments to the Board
There is a formal process in place for
the recruitment of new Directors. This
process will normally include the
appointment of an external search
consultancy to support the Committee
in the development of a candidate
specification, development of long and
shortlists, conducting of screening
interviews and taking up references.
Candidate specifications are
developed by reference to a skills
matrix, which is regularly reviewed and
updated by the Committee.

Prior to recommendation, there is an
assessment of the proposed Director’s
existing commitments and a review is
undertaken of any actual or potential
conflicts. Following these steps, the
Committee makes a recommendation
to the Board regarding the
appointment of the preferred
candidate to the Board and
relevant Committees.

Diversity & inclusion
Indivior’s approach to diversity and
inclusion is set out in our Code of
Conduct and Diversity & Inclusion
Policy, both of which are available on
the Group’s website (www.indivior.
com). The Diversity & Inclusion Policy
applies to all appointments and the
Group’s commitments are always
considered, along with the
recommendations and guidelines
contained in the Parker Review, the
FTSE Women Leaders Review and U.K.
Listing Rule 9.8.6R(9) when the
composition and performance of the
Board and the Board’s Committees
are assessed and considered by
the Committee.

The Policy commits Indivior to
supporting and furthering diversity
within the workforce through:

– targeted sourcing of people from
diverse backgrounds and cultures;

– accelerated development of key

talent within the organization; and

– an ongoing focus on creating an

environment that allows all of our
talented people to prosper.

Disclosures required by U.K. Listing Rule 9.8.6R(10)
The tables below set out the diversity data required to be disclosed in accordance with U.K. Listing Rule 9.8.6R(10):

Gender as at December 31, 2023:

Number
of Board
members

Percentage
of the Board

–

73%

27%

–

Number
of senior
positions on
the Board
(CEO, CFO, SID
and Chair)

–

Number in
executive
management1

Percentage
of executive
management

–

73%

27%

–

Men

Women

Not specified/prefer not to say

Ethnic background as at December 31, 2023:

White British or other White
(including minority-White groups)

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other ethnic group, including Arab

Number of Board
members

Percentage

of the Board

Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)

Number in
executive
management1

Percentage of
executive
management1

–

100%

–

73%

18%

1. In accordance with the U.K. Listing Rules definition, executive management comprises the Executive Committee. Details of Executive Committee

membership as at the date of this report can be found on pages 80 to 81.

The above data was collected by each
Board and Executive Committee
member completing a questionnaire
on a confidential and voluntary basis
through which they self-reported their
gender and ethnicity. In each case, the
data was aligned to the definitions set
out in the U.K. Listing Rules.

The Company has selected
December 31, 2023 as its chosen
reference date for the purpose of
the above disclosures.

On February 29, 2024, Dr. A. Thomas
McLellan retired from the Board which
means that, as at the date of this
Annual Report and Accounts, the
Board comprises seven men (70%)
and three women (30%).

As at December 31, 2023, the Company
had met one of the three diversity
targets set out in U.K. Listing Rule
9.8.6R(9). On October 1, 2023, Juliet
Thompson was appointed as the
Senior Independent Director which
meets the target to have by a woman
at least one senior level Board
position held by a woman.

The remaining two targets not yet met
by the Company are as follows:

– at least 40% of Board members are

women; and

– at least one Board member is from a

minority ethnic background.

that the appointment was based
on merit and objective criteria.
Dr. Humphreys was selected due
to his very significant experience in
the substance abuse space and
background in research into
addictive disorders.

Since January 1, 2021, there have been
six appointments to the Board, of
which three are women. As a result,
gender diversity at Board level has
increased from 13% to 30% as at
the date of this Annual Report
and Accounts.

In November 2023, and as part of the
Board’s succession plan announced in
March 2021, Dr. Keith Humphreys was
appointed to replace Dr. A. Thomas
McLellan. Dr. Humphrey's appointment
was the culmination of an extensive
search process, which commenced in
October 2022, to identify an individual
with a very specific skill set and
background in addiction sciences.
Throughout the search process, the
Committee was cognizant of ensuring

While the Company has made good
progress toward meeting the targets
set out in the U.K. Listing Rules, we
recognize that there is more to do.
As further vacancies arise, the
furtherance of diversity and inclusion
will remain a key area of focus
for the Committee.

The Committee is committed to
supporting and furthering diversity
and inclusion throughout the
organization, including at Board and
senior management level, and this
will remain a key pillar of our
succession plans.

Graham Hetherington
Chair of the Nomination Committee

March 5, 2024

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109

GovernanceIndivior Annual Report and Accounts 2023
Compliance, Ethics & Sustainability Committee

At December 31, 2023,
the membership of the Committee
was as follows:

– Mark Stejbach (Chair)

– Graham Hetherington

– Jerome Lande

– Dr. A. Thomas McLellan

– Juliet Thompson

– Dr. Keith Humphreys

Details of attendance at Committee

meetings can be found on page 84

On behalf of the Board, I am pleased to present the Compliance,
Ethics & Sustainability Committee Report for the financial year
ended December 31, 2023.

The nomination-related activities were
transferred to a newly formed
Nomination Committee and the
nomination-related work undertaken
during the year is contained within the
Nomination Committee’s Report.

I was honored to be asked to act as
Chair of this Committee and to oversee
this important work.

Mark Stejbach
Chair of the Compliance,
Ethics & Sustainability Committee

During the year, we made some
important changes to our Board
Committee structure to better align
and support the Group’s key strategic
priorities. As part of these changes, the
Nomination & Governance Committee
was renamed the Compliance, Ethics &
Sustainability Committee.

This Committee retains the
responsibility for oversight of the
Group's Global Integrity & Compliance
Program and, in addition, has taken on
broader responsibility for oversight of
the Group’s approach to ethical,
responsible and sustainable conduct.
This includes responsibility for assessing
effectiveness of the Group’s Global
Integrity & Compliance Program and
oversight of the Group’s Sustainability
Framework, which includes the Group’s
climate change strategy.

This report covers the work
undertaken by the Committee relating
to compliance, ethics and
sustainability matters undertaken
during the year.

Members and meetings
At the invitation of the Committee, the
Chief Executive Officer, the Chief Legal
Officer and the Company Secretary
attended meetings of the Committee.

The Chief Integrity & Compliance
Officer and Compliance Expert to the
Board attend the relevant section of
each Committee meeting that relates
to integrity and compliance matters.
For part of each meeting, the
Committee meets privately with the
Chief Integrity & Compliance Officer
and the Compliance Expert to the
Board and then also separately meets
with the Compliance Expert to the
Board only.

The Deputy Company Secretary is
secretary to the Committee.

The Chair of the Committee reports on
the activities of the Committee at the
following Board meeting, and copies of
the minutes of Committee meetings
are circulated to all Directors.

The Committee has delegated
authority from the Board, which is set
out in its Terms of Reference.

Role and responsibilities
The principal role and responsibilities
of the Committee include:

Integrity & Compliance
– Oversight of the Group’s Global
Integrity & Compliance Program
which includes review of compliance
program standards and resourcing
levels and development and
maintenance of internal systems
and controls to support the Group’s
policies and procedures relating to
compliance matters.

– Receiving regular reports from the

Chief Integrity & Compliance Officer
(on at least a quarterly basis) on
corporate compliance matters.

– Receiving reports on the findings
of internal investigations including
management’s response, and
on any material inquiries
received from regulators or
governmental agencies.

Ethics & Sustainability
– Oversight of the development of the
Group’s Sustainability Framework
and objectives and performance
against those objectives.

– Review of the Group’s performance
against environmental goals and
targets (including greenhouse
gas emissions).

– Oversight of the development of the
Group’s climate change strategy and
related policies and management
systems, and the disclosure of
climate-related information required
by emissions reporting requirements
and other related regulations.

– Review of sustainability and related

environmental, social and
governance disclosures (including
disclosures recommended by the
Task Force on Climate-related
Financial Disclosures).

Activities during the year
During the year, the Committee
considered, among other items,
the following matters:

Integrity & Compliance
Ahead of each meeting, the
Committee receives the Integrity
& Compliance dashboards, which
show performance across all
program areas, including:

– progress against the Integrity
& Compliance key strategic
priorities for the year;

– key program enhancements,
including developments to
policies and process
enhancements supported by
external advisors;

– risk assessments and

mitigation plans;

– details of training and

workforce education activities;

– field monitoring activities;

– transparency reporting;

– reports received via the

Group’s confidential reporting
hotline (EthicsLine) and
subsequent investigations; and

– staffing and resourcing

of the Integrity &
Compliance Department.

To support it in its oversight of the
Integrity & Compliance Program, the
Board appointed an independent
consultancy, Epsilon Life Sciences, as
Compliance Expert to the Board.

– confirmation that an external
quantitative assessment of
Indivior’s top climate risks
had reported an overall low
risk rating;

Further information regarding the
Group’s Integrity & Compliance
Program can be found on pages 40
to 42.

– overview of initiatives

implemented during the year
to reduce the Group’s carbon
emissions, which included:

• commercial sales fleet
transition program to
hybrid vehicles.

• solar panels and air source

heat pump installed at Lewis
Building (Hull).

– R&D/Medical contribution to
furthering the understanding
of the OUD disease space
through real-world evidence
studies centered on health
disparity, recovery and harm
reduction as well as peer-
reviewed publications and
conference presentations.

– continued Diversity &

Inclusion training.

Ethics & Sustainability
In November 2023 (the first meeting at
which the Committee met under its
revised scope), the Committee
received an update on progress made
on Indivior’s ESG and sustainability
strategy and activities. This included
details of key milestones achieved in
2023, which included:

– development of a program of
regular contact with investors
and rating agencies and
increased engagement to enable a
greater understanding of our
commitment to sustainability;

– confirmation that the 2022

Sustainability Report, published in
August 2023, had been proactively
shared with stakeholders;

– update on an integrated Corporate
Social Responsibility Program, to
include the further development of
the volunteering program in 2024;

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111

GovernanceIndivior Annual Report and Accounts 2023Science Committee

At December 31, 2023, the
membership of the Committee
was as follows:

– Peter Bains (Chair)

– Dr. Keith Humphreys

– Dr. A. Thomas McLellan

– Barbara Ryan

– Mark Stejbach

Details of attendance at Committee

meetings can be found on page 84

On behalf of the Board, I am pleased to present the Science
Committee Report for the financial year ended December 31, 2023.

Role and responsibilities
The principal role and responsibilities
of the Committee include:

– Provide assurance to the Board

regarding the quality,
competitiveness and integrity of the
Group’s R&D and MA&S activities;

– Review the scientific technology,

R&D, and MA&S capabilities
deployed within the business; and

– Assess the decision-making

processes for R&D projects and
programs, to include a review of
benchmarking against industry
and scientific best practice,
where appropriate.

Members and meetings
During the year, there was a change to
the composition of the Committee. On
November 9, 2023, Keith Humphreys
was appointed as a member of the
Committee.

The Committee typically meets before
scheduled meetings of the Board. At
the invitation of the Chair of the
Committee, the Chief Scientific Officer
and Chief Commercial Officer regularly
attend meetings of the Committee.
Prior to October 1, 2023, the Chief
Global Impact Officer also regularly
attended meetings of the Committee.
Additionally, members of the
Commercial and Government Affairs
teams have attended meetings of the
Committee during the year on an ad
hoc basis.

The Deputy Company Secretary is
secretary to the Committee.

During the year, the Committee has
continued to focus support in
delivering to the Board the Group’s
R&D and Medical Affairs and Safety
(“MA&S”) strategies and considered
future developments in medical
science and technology within the
sphere of substance use disorder.
This has given the Committee further
insight and understanding of the
issues encountered in areas of
substance use disorder and
patient treatment.

At October 1, 2023, the Science & Policy
Committee was renamed the Science
Committee as part of a top-down
committee realignment. The
Committee retained oversight of the
Group's R&D and MA&S strategy as
well as pipeline development, but
policy matters, which previously fell
under the Committee's remit, are now
part of the Board's remit.

The Committee will continue to assist
the Board in pursuing its strategic
objectives, and I look forward to
working with all stakeholders both
current and future.

Peter Bains
Chair of the Science Committee

Activities during
the year
During the year, the Committee:

– monitored the strategic

priorities of the R&D, MA&S
and Government Affairs teams
to ensure continued alignment
with the strategic objectives
of the Group;

– received detailed

presentations, including but
not limited to SUBLOCADE
label updates, data collection
through the RECOVER long-
term study, Phase IV studies,
expansion of the U.S. Field
Medical team, the integrated
use of data and data analytics
and focused investment in
other sub-disease areas of
substance use disorder;

– received comprehensive
briefings on scientific
initiatives associated
with substance use
disorder, including but
not limited to cravings,
rapid induction onto
buprenorphine in
fentanyl-exposed
individuals and recovery
research encompassing
pharmacogenetics;

IV clinical studies, including
SUBLOCADE rapid induction,
alternative injection sites, long-term
recovery outcomes, treatment
cessation guidance and comparative
effectiveness, as well as a platform
for data integration/sharing with the
scientific/medical communities
(Recovery from OUD Open Access
Data (“OAD”));

– reviewed OPVEE post-marketing

requirements, real world evidence
studies, and an RFP from the
Biomedical Advanced Research and
Development Authority (“BARDA”) to
invest Project Bioshield funds;

– continued to monitor and review the
progress and development of the
Groupʼs product pipeline growth
strategy and early-stage asset
development opportunities,
including INDV-2000: selective OX-1
receptor antagonist, INDV-1000:
selective GABA-B positive allosteric
modulator, AEF0117: cannabinoid-1
negative allosteric modulator,
INDV-4002: intranasal naltrexone for
AUD, INDV-5004: drinabant for acute
cannabinoid overdose,
INDV-6001: 3-month LAI
buprenorphine, CT-102: digital
therapeutics; and other asset
opportunities associated with the
Group’s strategic objectives;

– continued to monitor and
review the planning and
execution of the Group’s Phase

– received comprehensive briefings on
the Group’s public policy strategies
with emphasis on the federal and

state landscape in the U.S.,
including potential
government funding,
legislative developments
focused on substance use
disorder and the provision
of patient treatment;

– reviewed strategy for
controlled product
involvement in the U.S.
criminal justice system
including greater investment
and embedded policy
initiatives coupled with greater
participation and delivery to
health ecosystems;

– reviewed progress of

regulatory filings outside the
U.S. with particular emphasis
on SUBOXONE film and
SUBUTEX PRO;

– agreed the 2024 real-world
evidence and regulatory
priorities, including new and
ongoing studies, for
SUBLOCADE, PERSERIS
and OPVEE; and

– throughout the year, the Chief
Scientific Officer updated the
Committee on progress of
peer-reviewed publications in
which the Group was involved
and approved the 2024
Peer-Reviewed Publication
Plan and 2024 Key Conference
Presentation Plan.

The Committee has delegated
authority from the Board, which is set
out in its Terms of Reference and
available to view on the Group’s
website at www.indivior.com.

The Committee has authority to
appoint consultants and other
advisors at its discretion.

The Committee holds a private session
at each meeting without members of
the management team being present.

The Chair of the Committee reports
on the activities of the Committee
to the Board and copies of the
minutes of Committee meetings
are circulated to all Directors.

112

113

GovernanceIndivior Annual Report and Accounts 2023Remuneration at a Glance

2023 in numbers

3.5% ↑
2023 Executive
Director salary
increase

5.4% ↑
2023
wider-workforce
salary increase

21% ↑
Net revenue growth
in 2023

(35.7)% ↓
Share price
performance over
AIP performance
period
January 1, 2023 to
December 31, 2023

128% ↑
Share price
performance over
LTIP performance
period
January 1, 2021 to
December 31, 2023

Remuneration Committee Key Highlights

Review of executive remuneration
arrangements in line with 2021
Remuneration Policy and
consideration and development of
2024 Remuneration Policy

Consideration of design of
incentives for 2024, including
incorporation into AIP of measures
relating to U.S. OPVEE and
pipeline KPIs

Consideration of the alignment of
Executive Directors’ remuneration
with the wider workforce and
shareholder experience

Review and approval of revised
share plan rules to address U.S.
securities law and Nasdaq
listing standards

Approval of a clawback policy for
the mandatory recovery of excess
incentive-based compensation in
line with new SEC requirements

Consideration of new LTIP and U.K.
savings-related share plan rules,
due to expiry of existing rules, for
approval at 2024 AGM

Remuneration Policy
The table below sets out a summary of how the Remuneration Policy will apply during 2024:

For more information see pages 118 to 119

Remuneration element

Application of the Remuneration Policy

Base salary

No maximum salary is set. Salary increases for Executive Directors are normally
aligned with workforce increases across the Group.

Annual Incentive Plan (AIP)

The salaries for Executive Directors increased by 4.5% in 2024, in line with the
wider workforce.

The maximum award level under the AIP is 200%. For 2024, there is no change
to maximum bonus opportunities of:

Long-Term Incentive Plan (LTIP)

Pension benefits

Benefits

Shareholding guidelines

– Chief Executive Officer 200%; and

– Chief Financial Officer 120%.

75% of any bonus payable is delivered in cash and 25% is deferred into
conditional shares, vesting after two years.

The maximum annual LTIP award is the lower of 300,000 shares and 400%
of base salary.

Maximum levels of contributions for Executive Directors are in line with rates
available to the wider U.S. workforce.

Executive Directors receive market-competitive benefits, which may include:
a company car (or cash equivalent), travel allowance, private medical and dental
insurance, travel accident policy, disability and life assurance.

Executive Directors are expected to acquire and retain shares equivalent to the
lower of 400% of salary or 300,000 shares within five years of appointment.
A two-year post-cessation shareholding requirement also applies.

Summary of Executive Directors’ total remuneration

Fixed pay

Year ended December 31, 2023

Base salary

Pension

Benefits

Mark
Crossley
$000

Ryan
Preblick
$000

834.2

28.0

64.2

516.7

28.0

66.8

Implementation
for 2024

Mark
Crossley
$000

871.7

Ryan
Preblick
$000

539.9

Base salary increases of 4.5% are aligned with the wider workforce

No changes to pension and benefit arrangements. The pension benefits
of the Executive Directors are aligned with the wider U.S. workforce

Variable pay

Annual bonus paid in cash

1,063.6

Annual bonus deferred into shares

354.5

395.3

131.8

LTIP

5,230.1

3,724.9

Read more on pages 131 to 144

2023 remuneration outcomes
The Group’s strong operational results
in 2023 resulted in a positive outturn
in respect of the 2021-2023 LTIP and
2023 AIP.

The Committee believes that the
outcomes of the 2021-2023 LTIP
and 2023 AIP accurately reflected
the strong underlying operating
performance and strategic progress
over the relevant performance
periods. In considering remuneration
outcomes, the Committee was highly
cognizant of shareholders' experience
during the year.

The Committee recognizes that
near-term concerns regarding ongoing
litigation and settlement payments
related to the antitrust multi-district
litigation impacted the Group’s share
price in 2023. We believe that the
resolution of these legacy issues
has created greater certainty for our
stakeholders and will enable the
business to focus on delivering
against our strategic priorities.

The Group delivered impressive
share price growth of 128% over the
performance period of the 2021-2023
LTIP. In addition, the Executive
Directors are closely aligned to
Shareholders' experience through the
features of the Group’s remuneration
framework, including significantly
higher than U.K. market practice
shareholding guidelines.

Factoring in the above and subsequent
increase in share price since the start
of 2024, the Committee concluded
that it was not necessary to exercise
discretion to override the formulaic
outcomes under the 2021-2023 LTIP
and 2023 AIP.

AIP
The 2023 AIP measures were focused
on financial performance: global
net revenue for SUBLOCADE and U.S.
net revenue for PERSERIS, weighted
80%/20% respectively, reflecting the
key strategic focus on SUBLOCADE.
The 2023 AIP included a modifying
metric, which was tied to the
achievement of certain environmental,
social and governance objectives.

The Group continued to make
significant progress in driving the
growth of SUBLOCADE, delivering
consistent quarter-on-quarter net
revenue growth, achieving global net
revenue of $630m in 2023 (2022:
$408m), resulting in maximum
achievement for this element.
PERSERIS continued to make progress
with U.S. net revenue of $42m (2022:
$28m) resulting in achievement
between threshold and target.
Overall, this resulted in an outturn
of 85% of the maximum bonus
payable. All objectives under the
ESG modifier were achieved or
exceeded, resulting in a 1.0 multiplier
(i.e., no downward adjustment to
overall AIP attainment). Further detail
regarding performance against
objectives set under the ESG metric
can be found on page 134.

In line with our Remuneration Policy,
75% of the bonus will be delivered in
cash, and 25% will be deferred into
conditional shares for a period of two
years under the Deferred Bonus Plan,
subject to continuous employment
and malus provisions.

Remuneration policies
and practices
We continued to implement the
current Remuneration Policy approved
at the 2021 AGM with the remuneration
philosophy of aligning the incentives
of senior executives with the Group’s
strategic priorities. Our Remuneration
Policy is designed to support our
strategic priorities, the long-term
sustainable success of the Group,
and our purpose of pioneering
life-transforming treatments.

All payments to Directors during the
year were made in accordance with
the Remuneration Policy.

We regularly review our practices
against our peer group and, as
mentioned above, our approach
carefully balances our position as a
primarily U.S.-based business that
competes for talent in a global market,
but one which operates within the U.K.
governance framework. We recognize
that our remuneration structure
is different in some respects from
a “typical” U.K. company; however, the
Committee has carefully designed the
structure to balance these factors and
to support the attraction and retention
of the talent needed to deliver on our
strategic growth ambitions.

2023 business performance
The strong operational results enabled
net revenue to increase by 21% to
$1,093m and adjusted net income to
increase by 32% to $223m1 (net income
of $2m on an unadjusted basis).

During 2023, the Group continued
to make good progress against our
strategic priorities. Post acquisition,
Opiant Pharmaceuticals was
successfully integrated into the
business, with Opiant’s lead asset,
OPVEE, subsequently receiving U.S.
FDA approval and launched onto the
market in October 2023. The Group’s
pipeline was bolstered by the addition
of a number of promising assets,
including securing the global rights
to Alar Pharmaceuticals’ portfolio of
long-acting injectable formulations.

116

117

1. Alternative performance measures. Please refer to the information on p. 56-59 following the caption “Alternative performance measures”

for a reconciliation to the corresponding IFRS measure.

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

LTIP
For LTIP awards granted in 2021,
the year ended December 31, 2023,
was the final year of the three-year
performance period. These awards
were subject to two separate
measures of equal weighting:
1) relative TSR versus the constituents
of the FTSE 250 (excluding investment
trusts); and 2) relative TSR versus
the constituents of the S&P 1500
Pharmaceutical and Biotech Index.
Indivior ranked significantly above the
75th percentile against both of these
TSR peer groups, resulting in the
vesting of 100% of the maximum award.

At the time of grant in 2021, the
Committee considered if an
adjustment was necessary to reduce
the quantum of awards to avoid
potential windfall gains (as it had in
2019 and 2020). Given that the share
price had recovered by over 150%
compared to the prior year’s grant,
the Committee did not consider that
a reduction was necessary in 2021.
Furthermore, the maximum award
under the Policy was applied such that
the normal award was reduced from
400% of salary to 348% of salary
(300,000 shares) for Mark Crossley.

In considering the appropriateness
of the formulaic vesting outcome,
the Committee was cognizant of
potential windfall gains arising
on vesting, and the alignment with
shareholders’ experience over the
performance period.

Concerns regarding ongoing litigation
and settlement payments related to
the antitrust multi-district litigation
impacted the Group’s share price in
2023. However, over the course of the
three-year performance period,
Indivior's shares have significantly
outperformed and their value has
increased by 128%. Consequently, the
Committee determined that a
discretionary adjustment was not
necessary. The Committee was also
pleased to see the partial recovery in
the Indivior share price, with the press
release on February 22, 2024 of the
2023 full year results.

The 2021-2023 LTIP awards held
by Executive Directors will vest in
March 2024 and will be subject to a
two-year post-vesting holding period.

The Committee believes that the
Remuneration Policy operated as
intended and considers that the
Executive Directors’ remuneration
in respect of the 2023 financial year
was appropriate in the context
of the underlying adjusted results
of the Group and the experience
of shareholders and the workforce.

Further information regarding the
targets and remuneration outcomes
are set out in the Annual Report on
Remuneration on page 117.

Implementation of Remuneration
Policy for Executive Directors
in 2024

Base salary
After careful consideration, and
following recent years of salary
adjustments for the Executive
Directors lagging those for the wider
workforce, it was agreed that base
salary increases for the Executive
Directors would be 4.5%, effective
January 1, 2024. The Committee
concluded that these increases were
appropriate in the context of
operational and individual
performance over 2023, and are
aligned with the average increase
of 4.5% for the wider workforce.

AIP
The structure of the AIP remains
unchanged in 2024, with 75% of any
bonus delivered in cash and 25%
to be deferred into conditional
shares for a period of two years.

Operational metrics will remain
focused on the key strategic growth
drivers. The Committee was pleased
to expand this year’s metrics to
include 1) net revenues for OPVEE,
which was launched in the U.S.
in October 2023 and 2) key metrics
related to the advancement of our
pipeline assets. The expansion of
these operational metrics will support
and measure progress against these
strategic drivers.

In 2024, 80% of the AIP will be based
on net revenues for SUBLOCADE (56%),
PERSERIS (16%) and OPVEE (8%), and
20% will be based on performance
against pipeline KPIs.

Once again, a metric aligned with
our sustainability strategy, will act
as a modifier to the AIP, potentially
reducing the overall outturn by
up to 10%. The specific targets for
the 2024 AIP, including the ESG metric,
are considered commercially sensitive
and will be disclosed retrospectively in
next year’s Annual Report on
Remuneration.

LTIP
Awards granted in 2024 will be subject
to relative TSR versus the constituents
of the FTSE 250 (excluding investment
trusts) and relative TSR versus the
constituents of the S&P 1500
Pharmaceutical and Biotech Index,
each with equal weighting.

The Committee believes that relative
TSR remains a relevant metric as it is
directly aligned with the interests of
shareholders. The use of two relative
TSR comparator groups is intended to
balance the fact that Indivior is a FTSE
250 listed company with an additional
listing on Nasdaq. The awards granted
to the Executive Directors in 2024 will
be subject to an additional two-year
holding period following the end of
the three-year performance period.
Further details can be found on
page 137.

Shareholding requirements
and post-cessation holding
requirements
Our executive shareholding
requirements are significantly higher
than U.K. market practice. Executive
Directors are required to build
a shareholding of 300,000 shares
or shares with a value equivalent
to 400% of salary (whichever is the
lower), aligned with the annual LTIP
opportunity. They are expected to
achieve this holding within five years
of the date of appointment to their
current role. Executive Directors are
also required to hold Indivior shares
equal to their in-post shareholding
requirement (or actual shareholding
if lower) for two years post departure.

At December 31, 2023, the Chief
Executive Officer held shares with
a value equivalent to 965% of base
salary and the Chief Financial Officer
held shares with a value of 252% of
base salary. The Chief Financial Officer,
Ryan Preblick, has until November
2025 to achieve his shareholding
requirement.

Workforce remuneration
and engagement
During the year, the Committee
considered the structure of
remuneration arrangements
and related policies for the
wider workforce.

The Committee also considered
the feedback from an employee
focus group session on executive
remuneration. Further information
can be found on page 141.

All-employee plans
The Group recognizes the importance
of employee share ownership and
operates all-employee share plans
in the U.S. and U.K., its two largest
employee bases.

Participation levels in the Group’s
all-employee share plans are strong.
In December 2023, 55% of eligible U.S.
employees elected to participate in
the January-June 2024 enrollment
under the U.S. Employee Stock
Purchase Plan and 40% of eligible
U.K. employees chose to participate
in the invitation under the U.K.
Sharesave Plan.

In March 2023, U.K.-based employees
benefited from the maturity of
Sharesave options granted in March
2020. Participants saving up to £500
per month over a three-year contract
benefited from an average potential
gain of £82k and participants who
were saving at the maximum made a
potential gain of £142k. The Group put
in place an extensive communication
program to support employees
through the maturity process. We were
delighted to be awarded a ProShare
award in December 2023 for the ‘Most
Effective Communication of an
Employee Share Plan: 501 – 5,000
employees’ category’, in recognition
of our exceptionally clear and
engaging communication strategy.

The Executive Directors do not meet
the current eligibility criteria to
participate in either the U.S. Employee
Stock Purchase Plan or the U.K.
Sharesave Plan.

Share Plan renewals
The rules of the LTIP and the U.K.
Sharesave Plan were adopted in 2014
upon listing and consequently will
reach their 10-year limit in December
2024. We will seek shareholder
approval to renew these plans at the
AGM in May 2024. No major changes
are proposed to the plan rules.
A summary of their terms can
be found in the Notice of AGM.

Shareholder engagement
The Committee is committed to
aligning the interests of the Executive
Directors with shareholders and will
continue to take into account their
feedback when making decisions in
respect of our remuneration practices,
as we did during 2023 in relation
to the proposed renewal of our
Remuneration Policy.

2024 AGM
We hope to receive your support for
the Directors’ Remuneration Report,
the Directors’ Remuneration Policy
and the share plan renewals at our
AGM in May 2024.

Jo Le Couilliard
Chair of the Remuneration
Committee

March 5, 2024

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119

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Directors’ Remuneration Policy
The following tables and accompanying notes in this section of the report set out the proposed Remuneration Policy
for Directors of the Company (the “2024 Remuneration Policy”). The 2024 Remuneration Policy will be put to a binding
shareholder vote and, subject to approval by shareholders, will become effective from the Annual General Meeting
to be held on May 9, 2024.

Summary of decision-making process and changes to policy
A full review of the existing Policy was undertaken during the course of 2023 to ensure the approach continued to be
aligned with the Company’s strategy and values and evolving shareholder expectations, while taking into account the
impact of the additional listing on Nasdaq. In designing the 2024 Remuneration Policy, the Remuneration Committee
(the “Committee”) followed a robust process, which included discussions on its proposed content at the Committee
meetings throughout the period. The Committee considered input from management (while ensuring that conflicts of
interests were suitably mitigated) and our independent advisors. The Committee also consulted with Indivior’s major
shareholders and considered the feedback received as part of the review process.

Following the review, the Committee believes that the structure of our existing Policy remains largely appropriate and
therefore only minor wording changes have been made to improve its operation, which are reflected in the 2024
Remuneration Policy.

Policy table – Executive Directors

Purpose and
link to strategy

Base salary
To provide an
appropriate level of
fixed remuneration
to attract and retain
Executive Directors of
the caliber required
to deliver the Group’s
strategic objectives.

Framework
used to assess
performance

N/A

Operation

Maximum opportunity

Base salaries are normally
reviewed annually, with any
increase usually being applied
with effect from January 1
each year.

Base salary levels/increases
may take account of:

– the scope and responsibility

of the role.

– progression within the role.

– individual and overall
business performance.

– salary increases awarded across

the Group as a whole.

– the competitive practice in
the Group’s remuneration
peer group.

The current salaries of the Executive
Directors are disclosed in the Annual
Report on Remuneration. To avoid
setting expectations of Executive
Directors and other employees, no
maximum salary is set under the 2024
Remuneration Policy.

However, salary increases will
normally be aligned with increases
awarded across the Group as a whole.

Increases may be made outside the
level of increases awarded across the
Group to take account of individual
circumstances, which may include
(but are not limited to):

– increase in the size or scope of the

role or responsibilities.

– increase to reflect the individual’s
development and performance in
role. For example, where a new
incumbent is appointed on a
below-market salary.

Where increases are awarded in
excess of the wider employee
population, the Committee will explain
the rationale in the relevant year’s
Annual Report on Remuneration.

Purpose and
Link to strategy

Pension benefits
To provide Executive
Directors with an
appropriate allowance
for retirement
planning as part
of a remuneration
package designed to
attract and retain the
best global talent.

Operation

Maximum opportunity

Executive Directors may receive
contributions into a defined
contribution scheme, a cash
allowance, pension benefits in the
form of profit-sharing contributions
into the U.S. qualified 401(K) plan,
Group matching on 401(K) elected
deferrals, or a combination thereof.

Maximum levels of contributions
for Executive Directors will be
in line with the rates currently
available to the wider workforce
in the Executive Director’s
local market.

Framework
used to assess
performance

N/A

Benefits for Executive Directors are
set at a level which the Committee
considers to be appropriate
against relevant market data for
comparable roles in companies
of equivalent size and complexity
in similar sectors and geographical
locations to the Group.

Benefits
To provide a market
competitive level
of benefits that
assists in attracting,
rewarding and retaining
Executive Directors

Executive Directors may receive
various market-competitive benefits,
which may include: a company car
(or cash equivalent), travel allowance,
private medical and dental insurance,
travel accident policy, and disability
and life assurance.

Where appropriate, other benefits
(including the tax thereon) may be
provided to take account of individual
circumstances, such as but not limited
to expatriate allowances, relocation
expenses, housing allowance and
education support.

The Company provides Directors’
and Officers’ liability insurance
and an indemnity, to the extent
permitted by law.

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121

GovernanceIndivior Annual Report and Accounts 2023Maximum opportunity

The maximum annual
bonus payable under
the AIP is 200% of base
salary. The current
maximum bonus
level applying to each
individual Executive
Director is set out in
the Annual Report
on Remuneration.

Directors’ Remuneration Report continued

Policy table – Executive Directors continued
Purpose and
link to strategy

Operation

Annual incentive
plan (AIP)
To drive strong financial
performance and
reward the delivery of
the business strategy
on an annual basis.
Deferral of 25% of any
bonus for two years
promotes longer-term
alignment of Executive
Directors’ interests with
shareholders' interests.

Performance is assessed on an annual
basis with measures and targets
normally set by the Committee at the
start of the performance year. At the
end of the performance year, the
Committee determines the extent to
which these have been achieved.

Bonuses are paid after the end of the
performance year. Normally, 75% of
the annual bonus is delivered in cash
and 25% is deferred into shares.
During the deferral period, which is
usually a period of two years, deferred
share awards are subject to continued
employment and may be reduced or
canceled in certain circumstances.

Dividends or dividend equivalents may
be paid, normally in the form of
additional shares, on deferred share
awards up to the end of the deferral
period, where relevant.

The Committee has discretion to
adjust the formulaic bonus outcomes
both upward and downward (including
to zero) taking into account factors
including, but not limited to, the
underlying performance of
the Group.

Framework used to
assess performance

Bonuses are based on
stretching annual financial
and/or non-financial/strategic
performance measures. Usually
the majority of the bonus will
be assessed against the
financial performance metrics.

The Committee retains the
discretion to change the
measures and their respective
weightings from year to year
to ensure alignment with
business priorities. Bonus
measures will usually be
based at least 50% on
financial and no more than
50% on non-financial and
strategic measures.

For threshold performance,
normally up to 12.5% of the
maximum bonus opportunity
may be received; and for target
performance, up to 50% of the
maximum bonus opportunity
may be received.

Further details, including the
performance measures and
weightings in respect of the
relevant financial year, are
disclosed in the Annual Report
on Remuneration. Annual
bonus payments are subject
to malus and clawback
arrangements as detailed in
the notes following this table.

Purpose and
link to Strategy

Long-term incentive
plan (LTIP)
To incentivize and
reward longer-term
performance, and
align the interests
of Executive Directors
with those of
shareholders through
share-based awards.

Framework used to
assess performance

Vesting of the awards granted
under the LTIP is subject to
continued employment and the
achievement of key financial
and/or strategic performance
conditions which are aligned
to the Group’s strategic plan.

The Committee retains the
discretion to change the
measures and their respective
weightings from year to year
to ensure alignment with
business priorities. In any
event, LTIP measures will
normally be based at least 50%
on shareholder return based
measures and no more than
50% on other non-financial
and strategic measures.

Threshold performance will
normally result in up to 12.5%
of the maximum award vesting
and 100% of the award will vest
at maximum.

Further details, including the
performance targets attached
to the LTIP in respect of each
year, are disclosed in the
Annual Report on
Remuneration.

Awards are subject to malus
and clawback arrangements as
detailed in the notes following
this table.

Operation

Maximum opportunity

Awards under the LTIP may consist
of grants of conditional share awards,
nil cost options or market value share
options which normally vest subject
to the achievement of stretching
performance targets measured over
a performance period of at least
three years.

The maximum annual
award that may be
made to any individual
in respect of any
financial year will be
the lower of 300,000
shares and 400% of
base salary.

The value for this
purpose is normally the
aggregate grant market
value of the shares.

Details of the maximum
LTIP award in respect
of each year will be
disclosed in the
Annual Report
on Remuneration.

Vested LTIP awards are subject to an
additional holding period following
the performance period. For awards
with a three-year performance period,
this holding period will normally be
two years.

The LTIP opportunity is reviewed
annually with reference to market
data and the associated cost to the
Group is calculated using an expected
value methodology.

The performance conditions are
reviewed before each award cycle to
ensure they remain appropriate and
targets are suitably stretching. In
accordance with the terms of the LTIP,
performance conditions applicable
to subsisting awards may be amended
if the Committee reasonably considers
it appropriate, provided that the
amended performance conditions are
not materially easier or more difficult
to satisfy than when originally set.

Dividends or dividend equivalents may
be paid, normally in the form of
additional shares, on LTIP awards that
vest up to the end of the post-vesting
holding period, where relevant.

The Committee has discretion to
adjust the formulaic LTIP outcomes
both upward and downward (including
to zero) taking into account factors
including, but not limited to, the
underlying performance of the Group.

All-employee
share plans
To align the interests
of employees including
Executive Directors
and shareholders.

Executive Directors may participate
in all-employee share plans offered
by the Group on the same basis as
is offered to the Group’s other
eligible employee

Maximum opportunity
for awards will be
in line with the
savings limits set by
local regulations.

N/A

122

123

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Notes to the Remuneration
Policy table

Executive Director
shareholding guidelines
The Committee recognizes the
importance of aligning Executive
Directors’ and shareholders’ interests
through executives building up
significant shareholdings in the
Company. Executive Directors are
expected to acquire a significant
number of shares and retain these
until retirement from the Board.
The shareholding requirement is the
lower of 300,000 shares or the number
of shares equivalent to 400% of base
salary for the Executive Directors, in
line with the overall LTIP maximum
annual opportunity. This is generally
expected to be achieved within five
years of the date of appointment.
Details of the Executive Directors’
current shareholdings are provided in
the Annual Report on Remuneration.

Executive Directors are also subject to
a post-cessation shareholding policy.
Executive Directors will normally be
expected to maintain a holding of
Indivior shares at a level equal to the
lower of the in-post shareholding
guideline or the individual’s actual
shareholding at the time of cessation
for a period of two years from the date
the individual ceases to be a Director.
The specific application of this
shareholding policy will be at the
Committee’s discretion. The Committee
has the discretion to waive this
requirement in certain circumstances
(e.g. compassionate circumstances).

Payments outside 2024
Remuneration Policy
The Committee reserves the right to
make any remuneration payments and
payments for loss of office (including
exercising any discretions available to
it in connection with such payments)
notwithstanding that they are not in
line with the 2024 Remuneration Policy
set out above where the terms of the
payment were agreed (i) before May
13, 2015 (the date the Company’s first
shareholder-approved directors’
remuneration policy came into effect);
(ii) before the 2024 Remuneration
Policy set out above came into effect,

provided that the terms of the
payment were consistent with the
shareholder-approved Directors’
remuneration policy in force at the
time they were agreed; or (iii) at a time
when the relevant individual was
not a Director of the Company and,
in the opinion of the Committee, the
payment was not in consideration for
the individual becoming a Director of
the Company. For these purposes
‘payments’ includes the Committee
satisfying awards of variable
remuneration and, in relation
to an award over shares, the terms
of the payment are ‘agreed’ at the
time the award is granted.

Malus and clawback
Malus and clawback provisions apply
to the AIP and LTIP if, in the
Committee’s opinion, any of the
following has occurred:

– there has been a material

misstatement of the Company’s
or the Group’s results;

– an individual’s conduct has

amounted to serious misconduct; or

– in the event of serious reputational

damage to the Company.

Amounts in respect of deferred AIP
awards may be subject to malus and
clawback for a period, which is usually
two years post vesting. LTIP awards
may be subject to malus and clawback
up to the fifth anniversary of the grant
of awards.

Share plan terms
Share-based awards will typically
be settled in shares, but may be
settled in cash in certain
circumstances (for example,
where the Committee determines
that it is not possible or practical
to settle awards with shares).

The terms of awards may be adjusted
in the event of a variation of the
Company’s share capital, a demerger,
special dividend or distribution or any
other circumstances as the Committee
considers appropriate.

Performance measure selection
and approach to target setting
The AIP performance measures are
selected to provide an appropriate
balance between incentivizing
Executive Directors to meet financial
targets for the year and incentivizing
them to further the Group’s
strategic objectives.

The particular measures each year
are selected to ensure focus on the
key objectives for that particular
financial year.

In respect of the LTIP, the Committee
annually reviews the performance
measures which apply to awards
to ensure that they are aligned
with the Group’s strategy and
with shareholders’ interests
over the longer term.

Measures and targets for both the
AIP and LTIP are reviewed annually
against a number of internal and
external reference points. Measures
and targets are set on a sliding scale
at levels the Committee considers to
be appropriately stretching for the
level of performance delivered.

Remuneration policy for the
wider workforce
The Remuneration Policy for Executive
Directors in general is more heavily
weighted towards variable pay than for
other employees.

The majority of employees participate
in an annual incentive plan, but LTIP
awards are only made to certain
senior executives in the Group.

The Group’s approach to annual base
salary reviews is consistent across the
business, with consideration given to
the level of experience, responsibility,
individual performance and salary
levels for comparable roles in
comparable companies.

The Group also operates
all-employee shares plans that
are open to eligible employees
in the relevant jurisdictions.

124

 Fixed pay
 AIP

Employees are also entitled to
taxable and non-taxable benefits
(including eligibility to participate in
defined contribution pension
arrangements), with employees
being entitled to substantially the
same benefit structure (such as
pension contribution rates) as
Executive Directors.

Discretions
The Committee retains discretion
as to the operation and administration
of the AIP and LTIP, including with
respect to:

– who participates;

– the timing of grant and/or payment;

– the size of an award and/or

payment (within the plan limits
approved by shareholders);

– discretion to set appropriate

measures and their respective
weightings to ensure alignment
with business priorities;

– discretion to adjust the targets and/
or set different measures and alter
weightings for incentives if events
occur (e.g. material divestment
of a Group business or changes
to accounting standards) which
cause the Committee to determine
that an adjustment or amendment
is appropriate so that the conditions
achieve their original purpose;

– discretion to adjust the formulaic
outcomes under the AIP and LTIP,
both upward and downward
(including to zero), taking into
account factors including, but not
limited to, the underlying
performance of the Group;

– discretion relating to the

measurement of performance
in certain circumstances
(e.g. a variation of share capital,
change of control, special dividend,
distribution or any other corporate
event which may affect the current
or future value of an award);

– determination of a good leaver
(in addition to any specified
categories) for incentive-plan
purposes, based on the plan rules
and the appropriate treatment
under the plan rules; and

– adjustments required in certain
circumstances (e.g. rights issues,
share buybacks, special dividends,
other corporate events, etc.).

All discretions available under share
plan rules will be available under the
2024 Remuneration Policy, except
where explicitly limited under the
2024 Remuneration Policy.

Any use of the above discretions
would, where relevant, be explained
in the Annual Report on
Remuneration. As appropriate,
the Committee may also seek
consultation with the Company’s
major shareholders.

In the event of a temporary base
salary reduction, the Committee
retains the discretion to apply the
limits in the 2024 Remuneration Policy
table relating to pension, AIP and LTIP
to the base salary prior to any such
reduction. Where such temporary base
salary reductions are made, the
Committee reserves the ability (either
in part or in full) to reimburse at a
later date taking into account all
factors deemed relevant.

Minor amendments
The Committee may make
minor amendments to the 2024
Remuneration Policy (for example,
for regulatory, exchange control,
tax or administrative purposes
or to take account of a change in
legislation) without obtaining
shareholder approval.

Scenario analysis
The charts below provide an estimate
of the potential future reward
opportunities for the Executive
Directors, and the potential split
between the different elements of
remuneration under four different
performance scenarios: ‘Minimum’,
‘Target’, ‘Maximum’ and ‘Maximum
plus 50% share price growth’.

CEO – Mark Crossley
$9,000k

CFO – Ryan Preblick
$4,500k

$8,000k

$7,000k

$6,000k

$5,000k

$4,000k

$3,000k

$2,000k

$1,000k

$3,579k

49%

24%

27%

$964k

100%

Minimum

Target

$7,938k

$6,194k

22%

56%

28%

16%

44%

22%

12%

$4,000k

$3,500k

$3,000k

$2,500k

$2,000k

$1,500k

$1,000k

$500k

Maximum Maximum +
share price
growth (50%)

 LTIP
 Share price growth

$2,039k

53%

16%

31%

$635k

100%

Minimum

Target

 LTIP
 Share price growth

 Fixed pay
 AIP

125

$4,522k

$3,442k

24%

63%

19%

18%

48%

14%

Maximum Maximum +
share price
growth (50%)

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Performance Scenario

Basis of Valuation

Minimum performance below threshold

Fixed pay only – base salary, benefits (using the figures as reported for
the 2023 financial year) and pension benefits

Target performance

Maximum performance

Fixed pay plus AIP at target performance (50% of maximum)
and 50% vesting under the LTIP

Fixed pay plus maximum AIP and full vesting under the LTIP
(all performance conditions met)

Maximum performance plus 50% share
price growth

Fixed pay plus maximum AIP and full vesting under the LTIP
(all performance conditions met) plus 50% share price appreciation over
the performance period

The charts, unless stated otherwise, are based on the face value of awards and do not include the value of any dividends.

Policy table – Chair and Non-Executive Directors
The Chair and Non-Executive Directors do not have service agreements, but are engaged on the basis of a letter
of appointment. In line with the U.K. Corporate Governance Code, all Directors including Non-Executive Directors
are each subject to re-appointment annually at the Annual General Meeting.

The Chair and Non-Executive Directors are not eligible to participate in the Group’s AIP, LTIP or pension schemes,
or other incentive arrangements.

Details of the 2024 Remuneration Policy on fees paid to the Chair and Non-Executive Directors are set out in the
table below:

Component
and objective

Approach of
the Company

Fees and other arrangements

To attract and retain Non-Executive Directors, including the Chair, of the highest caliber with broad
commercial experience relevant to the Group.

Fees are usually paid in cash. A portion of the fees paid to Non-Executive Directors, including
the Chair, may be applied, on a post-tax basis, in the delivery of Company shares.

The fees paid to Non-Executive Directors are determined by the Board of Directors, with
recommendations provided by the Chair and Chief Executive Officer.

The fees of the Chair are determined by the Committee.

Additional fees may be payable for acting as Senior Independent Director, as Chair of a Board
Committee (including the Audit & Risk, Compliance, Ethics & Sustainability, Nomination,
Remuneration, and Science Committees) and as members of those Board Committees.

Additional fees may be paid for additional time commitments, including, for example,
international travel.

Fee levels are reviewed from time to time. Fees are reviewed by taking into account external advice
on best practice and competitive levels, in particular at FTSE 250 companies. Time commitment and
responsibility are also taken into account when reviewing fees. Chair and Non-Executive Directors’
fees are not subject to performance conditions.

Aggregate fees are currently limited to £1.5m by the Company’s Articles of Association.

The Chair and Non-Executive Directors may also be reimbursed for their travel and
accommodation costs incurred in the pursuance of their duties (including any tax which may be
payable in respect of such costs). The maximum reimbursement is expenses reasonably incurred
(including any taxes thereon).

The Chair and Non-Executive Directors are expected to hold an interest in Company shares.

The Company provides Directors’ and Officers’ liability insurance, and an indemnity to the extent
permitted by law.

Chair and Non-Executive
Directors’ letters of appointment
The Chair and Non-Executive Directors
have letters of appointment setting
out their duties and the time
commitment expected which are
available for inspection at the
Company’s registered office. The Chair
and Non-Executive Directors’
appointments can be terminated by
one month’s notice by either party.
Appointments are terminated
automatically if the director is not
elected/re-elected by the
shareholders or otherwise in
accordance with the Company’s
Articles. The Chair and Non-Executive
Directors have no entitlement to
compensation on termination. Details
of the date of appointment and length
of service are set out on page 144.

Approach to recruitment
remuneration

External appointment
When determining the remuneration
package for a new Executive Director,
the Committee will take into account
all relevant factors based on the
circumstances at that time. This may
include factors such as the caliber of
the individual, market practice in the
candidate’s location or locations and
scope of the role to which they are
being appointed.

Typically, the package will be aligned
to the 2024 Remuneration Policy as set
out above. However, should there be a
commercial rationale for doing so, the
Committee has the discretion to
include any other remuneration
elements, to vary the composition of
the remuneration package, which are
not included in the policy table on
pages 120 to 123, subject to the overall
limit on variable remuneration set out
below. The Committee does not intend
to use this discretion to make non-
performance related awards and is
always mindful of the need to pay no
more than is necessary.

The overall limit of variable remuneration
will be as set out in the policy table on
pages 120 to 123 taking into account
the maximum value under the AIP and
the maximum awards under the LTIP
(i.e. 600% of base salary).

The Committee may make an award in
respect of a new appointment to ‘buy
out’ incentive arrangements forfeited
on leaving a previous employer, i.e.
over and above the maximum limit on
variable remuneration set out above.
In doing so, the Committee will
consider relevant factors including any
performance conditions attached to
these awards and the likelihood of
those conditions being met with the
intention that the value awarded
would be no higher than the expected
value of the forfeited arrangements
and made on a like-for-like basis.

Internal promotion
When appointing a new Executive
Director by way of internal promotion,
the policy will be consistent with that
for external appointees, as detailed
above. Where an individual has
contractual commitments made prior
to their promotion to Executive
Director and, in the opinion of the
Committee, the commitment was not
in consideration for the individual
becoming a Director of the Company,
the Company will continue to honor
these arrangements even in instances
where they would not otherwise be
consistent with the prevailing
Executive Director remuneration
policy at the time of appointment
or payment.

Chair and Non-Executive
Directors
In recruiting a new Chair or Non-
Executive Director, the Committee will
use the policy as set out in the table
on page 126. A basic fee in line with
the prevailing fee schedule would be
payable for membership of the Board,
with additional fees payable for
additional time commitments,
including but not limited to acting as
Senior Independent Director, as Chair
of the Audit & Risk, Compliance, Ethics
& Sustainability, Nomination,
Remuneration, and Science
Committees, and for being a member
of such Board Committees.

Service contracts and exit
payment policy
Executive Directors’ service contracts,
including arrangements for
termination, are carefully considered
by the Committee. In accordance
with general U.K. market practice,
each of the Executive Directors has a
rolling service contract which is
terminable on 12 months’ notice and
this practice will also apply for any
new Executive Directors. In such an
event, the compensation commitments
in respect of their contracts could
amount to one year’s remuneration
based on base salary and benefits in
kind and pension rights during the
notice period.

The treatment of awards under the
AIP, DBP and LTIP is set out below.

Termination payments may take the
form of payments in lieu of notice
(consisting of base salary only),
payable in a lump sum or in
installments.

The Company’s policy on any
termination payment is to consider
the circumstances on a case-by-case
basis, taking into account the relevant
contractual terms in the Executive
Director’s service contract, incentive
plan rules and the circumstances of
the termination. The Committee
reserves the right to make any other
payments in connection with an
Executive Director’s cessation of office
or employment where the payments
are made in good faith in discharge of
an existing legal obligation (or by way
of damages for breach of such an
obligation) or by way of settlement of
any potential claim arising in
connection with the cessation of a
Director’s office or employment. Any
such payments may include but are
not limited to paying any fees for
outplacement assistance and/or the
Director’s legal and/or professional
advice fees in connection with their
cessation of office or employment.

Copies of Executive Directors’ service
contracts are available to view at the
Company’s registered office.

126

127

GovernanceIndivior Annual Report and Accounts 2023Consideration of conditions elsewhere in the Group
The Committee considers the feedback from focus group sessions attended by members of Indivior’s Culture and Inclusion
Champion Network and considers pay practices when determining executive remuneration policies and outcomes.
The Committee is also mindful of salary increases and pay practices applying across the rest of the business in relevant
markets when considering salaries for Executive Directors. The Committee did not consult with employees when developing
the 2024 Remuneration Policy.

Consideration of shareholders' views
The Committee is committed to maintaining an open and consultative dialogue with shareholders and shareholder bodies.
As part of the review of the Remuneration Policy, the Committee consulted with shareholders and shareholder bodies
to understand their views on remuneration practices at Indivior and receive feedback on the proposed approach.

This feedback, and any additional feedback received from time to time, is also considered as part of the Company’s annual
review of remuneration. It is the Committee's intention to consult with major shareholders in advance of making any
material changes to remuneration arrangements.

Jo Le Couilliard
Chair of the Remuneration Committee

March 5, 2024

Directors’ Remuneration Report continued

The table below summarizes how unvested awards under the AIP and LTIP are typically treated in specific circumstances,
with the final treatment remaining subject to the Committee’s discretion as provided under the rules of the plans:

Reason for cessation

Timing of vesting/payment Calculation of vesting/payment

Not applicable.

No bonus to be paid for the financial year.

Annual
incentive plan
(AIP)

Voluntary resignation or
termination with ‘cause’.

All other circumstances.

Following the end of the
financial year at the usual
bonus payment date.

Normal vesting date of
deferred share awards.

Not applicable.

Unvested awards lapse.

Long-term
incentive plan
(LTIP)

Voluntary resignation or
termination with ‘cause’.

Ill-health, injury,
permanent disability, the
sale of the individual’s
employing company or
business out of the
Group, redundancy or
any other reason that
the Committee
determines in its
absolute discretion.

Death.

After the end of the relevant
performance period, or at the
discretion of the Committee,
after the end of the financial
year in which the cessation of
employment occurs.

As soon as possible after
date of death.

Change of control
of the Company.

Upon change of control.

Deferred share awards are normally
forfeited if the Executive Director resigns
or is terminated with ‘cause’.

Annual bonus will be paid only to the
extent that objectives set at the beginning
of the plan year have been met. Any such
bonus will be paid on a pro-rata basis to
the termination date.

In the event of death or other exceptional
circumstances, the Committee may
determine that deferred share awards
will vest early.

The Committee determines whether and
to what extent unvested awards vest
based on the extent to which
performance conditions have been
achieved (either over the full performance
period, or to the end of the financial year
in which cessation of employment occurs)
and unless the Committee determines
otherwise the proportion of the
performance period elapsed.

The Committee will normally apply
performance conditions (measured
over the period to the date of death)
and reduce unvested awards to reflect
the proportion of the performance
period worked.

Unvested awards will vest to the extent
that any performance conditions have
been satisfied (unless the Committee
determines that the performance
conditions should not apply). Awards
will also be reduced pro-rata to take
into account the proportion of the
performance period elapsed, unless
the Committee decides otherwise.

Awards may alternatively be exchanged
for new equivalent awards in the acquirer,
where appropriate.

128

129

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Annual Report on Remuneration

U.K. Corporate Governance Code: Provision 40
When developing the 2024 Remuneration Policy and considering its proposed operation in 2024, the Committee was mindful
of, and feels it has appropriately addressed, the following factors set out in the U.K. Corporate Governance Code:

Clarity

Predictability

The Committee welcomes open and frequent dialogue
with shareholders on our approach to remuneration.

A focus group session involving members of Indivior’s
Culture & Inclusion Champions Network was held
during 2023 to review executive remuneration
arrangements and their alignment with wider pay
policy. The feedback from that session was considered
by the Committee and will be used to guide future
engagement sessions.

In August 2023, the Chair of the Remuneration
Committee wrote to our top 16 shareholders and
certain proxy agencies outlining the approach to the
proposed new Remuneration Policy and invited
shareholders to engage with the Chair and Chair
Designate. The significant majority of responses
received were supportive of the approach.

Simplicity

We believe the remuneration arrangements for
Executive Directors, as well as those throughout the
organization, are simple in nature and well understood
by both participants and shareholders.

The purpose, structure and strategic alignment have
been clearly laid out in the existing and proposed new
Remuneration Policies.

Risk

The Committee considers that the structure of
incentive arrangements does not encourage
inappropriate risk-taking. Performance targets for
incentive arrangements are set to reward the delivery
of the Group’s strategy, which is set in line with the
Group’s risk appetite.

AIP deferral, the LTIP holding period and our
shareholding requirement, including post-cessation
holding, provide a clear link to the ongoing
performance of the business and the experience
of our shareholders. Malus and clawback provisions
also apply to the AIP and LTIP.

The Remuneration Policy contains details of threshold,
target and maximum opportunity levels under our AIP
and LTIP, with actual outcomes dependent on the
performance achieved against predetermined
measures and target ranges. This is illustrated by the
scenario charts, which can be found on page 125.

Proportionality

Our performance measures and target ranges under
the AIP and LTIP are aligned with the Group’s strategy
and with shareholders’ interests over the longer term.

Under the AIP and LTIP discretion may be applied
where formulaic outturns are not considered reflective
of underlying Group or individual performance. The
Committee exercised discretion in recent years to
reduce the outcomes under the 2018 AIP, the 2017-2019
LTIP and 2018-2020 LTIP to zero.

The Committee reduced the quantum of awards
granted under the LTIP in 2019 and 2020 to 325% and
225% of base salary respectively to mitigate against
any potential windfall gains.

Alignment to culture

The Remuneration Policy have been designed to
support the delivery of the Group’s key strategic
priorities and is aligned to Indivior’s purpose,
values and culture.

As part of the Group’s commitment to a culture of
compliance and integrity, all employees are required
to complete mandatory compliance training each year.
Timely completion of the mandatory training is
reflected in the governance component of an
individual’s personal development review (“PDR”)
objectives. This objective also includes such things as:
adhering to all terms of our government agreements,
ensuring timely reporting of adverse events and
prescriber concerns, adhering to the Code of Conduct
and other policies and procedures, and following our
“Speak-Up” culture for reporting concerns and
elevating compliance risk. Failure to complete the
mandatory compliance training or to meet other
compliance objectives can impact any merit base
salary increase and/or annual bonus that may
be awarded.

As at December 31,
2023 the membership
of the Committee was
as follows:

– Jo Le Couillard (Chair)

– Peter Bains

– Graham Hetherington

– Barbara Ryan

Details of attendance at
Committee meetings can be
found on page 84

Willis Towers Watson (“WTW’) was
engaged by the Company to provide
the Committee with benchmarking
information during the year. The fees
for the advice provided were $59.7k
and were charged on a time spent
basis. WTW also provided benefits
consulting support in the U.S. during
the year.

The Committee reviews its
relationships with its advisors
periodically and is satisfied that the
advice provided by Deloitte and WTW
is objective and independent. During
the year, the Committee reviewed
Deloitte’s processes and internal
protocols and concluded that they
continued to remain objective
and independent.

This Directors’ Remuneration Report
has been prepared in accordance with
the provisions of the Companies Act
2006 and Schedule 8 of the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulation
2008 (as amended), the U.K. Corporate
Governance Code (the “Code”) and the
U.K. Financial Conduct Authority’s
Listing Rules and Disclosure Guidance
and Transparency Rules.

The following report outlines our
remuneration framework, how the
Remuneration Policy was implemented
in 2023, and how the Committee
intends to apply the Policy in 2024.
This Annual Report on Remuneration,
together with the Annual Remuneration
Statement from the Chair of the
Committee, will be submitted to
an advisory shareholder vote
at the 2024 AGM.

There were no deviations from the
procedure for the implementation of
the Remuneration Policy during
the year.

The Remuneration
Committee
All members of the Committee are
considered to be independent for the
purposes of the Code, with the
exception of the Chair of the Board,
Graham Hetherington, who was
independent on appointment. All
members of the Committee exercise
independent judgment and discretion
when authorizing remuneration
outcomes, and they do not have
a personal financial interest, other
than as shareholders, in the matters
considered by the Committee.
The Committee’s Terms of Reference
require that the Chair of the Committee
should have served on a remuneration
committee for at least 12 months prior
to appointment.

Meetings
Only members of the Committee
have the right to attend Committee
meetings. The Company Secretary
acts as secretary to the Committee.
At the invitation of the Committee,
the Chief Executive Officer, Chief
Human Resources Officer, Global
Compensation and Benefits Director
and the Company Secretary attended
meetings and provided advice to the
Committee. The Committee meets with
the advisors to the Committee at each
meeting without management present.

Members of the Committee and
any person attending its meetings
do not participate in and are not
involved in deciding their own
remuneration outcomes.

The Chair of the Committee reports
on the activities of the Committee at
the following Board meeting, and
copies of the minutes of Committee
meetings are circulated to all Directors.

Advice provided to the
Remuneration Committee
The Committee appointed Deloitte LLP
(“Deloitte”) as its advisor in December
2014 following a review undertaken in
advance of the Company’s listing on
the London Stock Exchange. Deloitte is
a member of the Remuneration
Consultants Group and, as such,
voluntarily operates under the code of
conduct in relation to executive
remuneration consulting in the U.K.
Fees for advice provided to the
Committee for the year, charged
on a time spent basis, were £99.4k.

Deloitte also provided advisory services
supporting climate-related disclosures
as well as other employee and tax-
related services to the Group during
the year. This included payroll support
for the Non-Executive Directors and
tax-return support in respect of the
Executive Directors’ U.S. and U.K.
taxable income.

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GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Role and responsibilities
Indivior’s remuneration policies and
practices are designed to promote the
Group’s purpose and its long-term
sustainable success. The Committee’s
role is to assist the Board of Directors
in fulfilling its oversight responsibility
by ensuring that the Remuneration
Policy and practices reward fairly and
responsibly, are linked to corporate
performance, and take account of the
generally accepted principles of
good governance.

The Committee has delegated
authority from the Board for
determining the policy for Executive
Director remuneration and setting
remuneration for the Chair, Executive
Directors and senior management.
This delegated authority is set out in
the Committee’s Terms of Reference.

On behalf of and subject to approval
by the Board, the Committee primarily:

– sets and regularly reviews

the Group’s overall
remuneration strategy;

– determines the Remuneration Policy

for senior management;

– in respect of senior management

sets, reviews and approves:

Key activities during the year
During the year, the Committee:

– reviewed the Group’s executive remuneration arrangements in line

with the 2021 Remuneration Policy and considered and developed the
proposed 2024 Remuneration Policy, taking into account Shareholders'
views, for approval by shareholders at the 2024 AGM (May, July,
September, November)

– reviewed performance in respect of the outcome for the AIP for the 2022

financial year and 2020-2022 LTIP awards (February)

– reviewed and approved revised share plan rules of the LTIP, the DBP and
the all-employee plans to address U.S. securities law and Nasdaq listing
standards (February)

– approved the 2022 Directors’ Remuneration Report (February)

– reviewed and approved the targets and measures in respect of the 2023
AIP and the 2023-2025 LTIP awards (granted in March 2023) (February)

– reviewed participation rates for the Group’s all-employee share plans, and
considered the gains to be made under the U.K. Sharesave Plan and the
implementation of a detailed communication and financial education plan
to support affected employees (February)

– considered the independence of the Remuneration Committee’s

advisor (May)

– considered the design of incentives for 2024, including the structure of the

AIP and the LTIP, the incorporation of measures relating to U.S. OPVEE
revenues and in-year pipeline milestones in the 2024 AIP (July,
September, November)

– reviewed Indivior’s proxy peer group (July)

– considered the Committee’s effectiveness and priorities for the

• remuneration policies, including

forthcoming year (July)

the AIP and LTIP;

• individual remuneration and
compensation arrangements;

• participation in the AIP and

LTIP; and

– reviewed and approved a clawback policy for the mandatory recovery of
excess incentive-based compensation in line with Nasdaq rules (July).

– reviewed proposed changes to the Committee’s terms of reference and

recommended to the Board that they be approved (September)

– considered Executive Committee remuneration relative to the

• the targets for the AIP and LTIP.

market (September)

– reviewed the progress of the Executive Directors and members of the

Executive Committee against their shareholding requirements (September)

– reviewed workforce remuneration arrangements and related policies and

their alignment with Indivior’s culture and executive remuneration
arrangements, and considered feedback from an employee focus Group
Session on the Group’s remuneration structures (September)

– considered and approved Executive Committee salary reviews for

2024 (November)

– considered the Chair’s fees for 2024, following a benchmarking review

and agreed not to make any changes (November)

– considered that the rules of the LTIP and the U.K. Sharesave Plan would

expire in 2024 and reviewed and considered draft new rules to be
submitted to shareholders for approval at the 2024 AGM (November)

Single total figure of remuneration for the Executive Directors (audited)
The table below sets out the remuneration of the Executive Directors for the financial year ended December 31, 2023,
and comparative figures for the financial year ended December 31, 2022.

Executive Directors

Fixed pay

Base salary

Taxable benefits1

Pension benefits

Total fixed pay

Variable pay

AIP2

LTIP 3, 4

Total variable pay

Total pay

Mark Crossley

Ryan Preblick

2023
$‘000

2022
$‘000

834.2

64.2

28.0

926.4

1,418.1

5,230.1

6,648.2

7,574.6

806.0

60.6

25.9

892.5

1,217.1

7,864.5

9,081.6

9,974.1

2023
$‘000

516.7

66.8

28.0

611.5

527.0

3,724.9

4,251.9

4,863.4

2022
$‘000

499.2

59.0

25.9

584.1

452.3

1,175.5

1,627.8

2,211.9

Note: Totals may not sum up due to rounding.
1. Taxable benefits included car allowances ($19.5k each for Mark Crossley and Ryan Preblick) and medical cover ($19.3k for Mark Crossley and $29.8k

for Ryan Preblick).

2. The AIP is paid 75% in cash, with the remaining 25% deferred into conditional shares for two years under the DBP (subject to continued

employment as well as malus provisions).

3. The LTIP awards granted to Mark Crossley and Ryan Preblick in March 2021 vested on March 1, 2024 and are subject to a two-year post-vesting

holding period and will be released on March 1, 2026. The value of the awards has been estimated based on the number of vested shares (300,000
and 213,665 for Mr Crossley and Mr Preblick respectively) at the three-month average share price of Indivior shares for the last quarter of the 2023
financial year (1405.2p) and converted to US$ using the average GB£/US$ exchange rate over the same period (GB£1:US$1.24066). The value
generated through share price appreciation is $4,339k ($2,534k for Mark Crossley and $1,805k for Ryan Preblick).

4. The value of the 2020-2022 LTIP awards, which vested on March 9, 2023, has been updated to reflect the share price (1500.0p) and converted to

US$ using the exchange rate (GB£1:US$1.1832) on the vesting date.

Base salary (audited)
The Executive Directors received a base salary increase of 4.5% effective January 1, 2024. Senior executives were awarded
base salary increases aligned with those for the wider workforce. The annual base salaries for the Executive Directors as at
January 1, 2024 and January 1, 2023 are set out below.

Executive Directors

Mark Crossley

Ryan Preblick

Base salary at
January 1, 2024
$’000

Base salary at
January 1, 2023
$’000

871.7

539.9

834.2

516.7

% increase

on prior year

4.5%

Taxable benefits (audited)
Taxable benefits consist primarily of healthcare, car allowance, life and disability insurance and professional support for the
completion of U.S. and U.K. tax returns.

Pension benefits (audited)
Mark Crossley and Ryan Preblick received pension contributions consisting of profit-sharing contributions of $13.2k
(4% of eligible compensation) and a Company match of $14.9k (75% on elected deferrals up to 4.5% of eligible
compensation) as participants of the Indivior Profit Sharing and 401(k) Plan. Contributions are subject to the limits set
by the Internal Revenue Service. The Executive Directors do not have a prospective entitlement to a defined benefit
or cash balance pension by reason of qualifying service.

No changes have been made to the pension arrangements for 2024. The pension benefits of the Executive Directors remain
fully aligned with those of the wider U.S. workforce.

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GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Annual Incentive Plan

AIP 2023 (audited)
The maximum AIP opportunity for the Chief Executive Officer is 200% of base salary. The maximum AIP opportunity for the
Chief Financial Officer is 120% of base salary.

The Committee set stretching performance targets in the context of the business plan for 2023 and taking account of
external forecasts. These targets were set by reference to the key strategic drivers for the business: global net revenues
for SUBLOCADE and U.S. net revenues for PERSERIS. For threshold performance 12.5% of the maximum bonus would be paid,
for target performance 50% of the maximum bonus would be paid, and 100% of the maximum bonus would be paid for the
delivery of exceptional performance significantly above both internal and external expectations. The outturn is calculated
on a straight-line basis between threshold and target and between target and maximum.

The table below provides an overview of the performance against the targets set by the Committee in respect of the two
financial metrics.

Measure

Global net revenue – SUBLOCADE

U.S. net revenue – PERSERIS

Total

Performance targets

Weighting

80%

20%

100%

Threshold
$m

Target
$m

Maximum
$m

Achieved
$m

Outturn as a
% of maximum

550

–

590

–

630

–

630

–

80.0%

5.0%

85.0%

In addition, an ESG metric was introduced for 2023, which acted as a potential modifier to the overall AIP outturn, reducing
the overall AIP outturn by up to 10% if certain ESG targets were not met during the year. ESG metrics focused on how we
drove forward our understanding of the disease state and created new science to pave the way for an even deeper
understanding of patient needs. We honored our commitment to maintaining a robust and reasonable approach at all
times, and minimized our impact on the environment.

The ESG targets were as follows:

Pillar

Measure

Achievement

Environment

Initiatives that will lead to a
reduction in long-term Scope 1
and 2 carbon emissions

A number of key carbon emission reduction initiatives were
implemented through the year. This included the installation
of renewable energy generation and energy efficient heating
systems at sites in the U.K., the development of a comprehensive
carbon reduction plan for operations in the U.S. and the
implementation of quarterly internal emissions reporting.

Social

Governance

Overall

Real-World Evidence (RWE) studies
and data generation plan

All planned studies targeting the collection of RWE were

completed in the year.

2023 publication strategy &
presentation at scientific
conferences

Compliance with Government
Agreements & promotion
of ‘Speak Up’ culture

All targeted submissions of peer-reviewed publications
and conference presentations were delivered.

Compliance with Government Agreements was maintained
and achievements against targets relating to the ‘Speak Up’
culture, as demonstrated through survey results, were well
above benchmark.

Overall performance resulted in a formulaic outturn of 85% of maximum. 25% of the 2023 AIP bonus payment will be
deferred into conditional shares for two years under the Deferred Bonus Plan (DBP) (subject to continued employment as
well as malus provisions).

The Committee considered the formulaic outcome to be appropriate in the context of the underlying performance of the
business and the wider context of the operating environment and our shareholders and stakeholders and therefore did not
exercise its discretion.

AIP 2024
The Chief Executive Officer and Chief Financial Officer will have a maximum bonus opportunity under the AIP of 200%
and 120% of base salary respectively.

The Committee has considered the key strategic objectives for the business and has aligned the performance measures
for the AIP 2024 with these. The targets remain focused on accelerating the global growth of SUBLOCADE and advancing
PERSERIS in the U.S. and have been expanded to include OPVEE revenues in the U.S., and the advancement of pipeline assets.
The majority of the weighting remains focused on global net revenues for SUBLOCADE. The ESG metric will act as a modifier
to the overall AIP outturn, potentially reducing the overall AIP outturn by up to 10% if certain ESG targets are not met. The ESG
targets are closely tied to our mission and ESG maturity journey, and include initiatives linked to; 1) the long-term reduction
of Scope 1 and 2 carbon emissions; 2) increasing the understanding of substance use disorders to pave the way for a deeper
understanding of patient needs and treatment innovation; and 3) maintaining high standards of compliance.

Bonuses for 2024 will be based on the following measures and weightings:

Measure

Global net revenue – SUBLOCADE

U.S. net revenue - PERSERIS

U.S. net revenue – OPVEE

2024 Pipeline KPIs

ESG modifier

Weighting

56%

16%

20%

(up to -10%)

The performance targets for 2024, including the ESG modifier, have not been disclosed as they are considered to be
commercially sensitive. However, we commit to disclosing the performance targets retrospectively in next year’s Annual
Report on Remuneration. In line with our Remuneration Policy, 75% of the Executive Directors’ bonus will be delivered
in cash and 25% will be deferred into conditional shares for two years under the DBP (subject to continued employment
as well as malus provisions).

Deferred Bonus Plan awards (audited)
In line with the Remuneration Policy, the Executive Directors deferred 25% of their 2022 bonus into conditional shares under
the DBP. The deferred conditional share awards were granted on March 16, 2023 and vest after two years subject to
continued employment as well as malus provisions.

Executive Directors

Mark Crossley

Ryan Preblick

Date of grant

Mar 16, 2023

No. of shares
under award

Closing share price at
date of grant

Face value
$’0001

Vesting date

18,169

6,752

1392.0p

304.3 Mar 16, 2025

113.1 Mar 16, 2025

1. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the business day immediately

preceding the date of grant (1389.0p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant
(GB£1: US$1.2056).

Long-Term Incentive Plan awards (audited)

2021-2023 LTIP awards
Conditional awards were granted under the LTIP to the Executive Directors on March 1, 2021. The awards vested on March 1,
2024 and are subject to a two-year holding period before the shares are released; clawback provisions apply during this
holding period.

Executive Director

Date of grant

Mark Crossley

Ryan Preblick

Mar 1, 2021

No. of shares under
award at maximum1

Closing share price at
date of grant1

Face value
$’0002

Performance Period

Vesting date

Release date

300,0003

213,6654

646.0p

2,695.8 Jan 2021 – Dec 2023

Mar 1, 2024

Mar 1, 2026

1,920.0 Jan 2021 – Dec 2023

Mar 1, 2024

Mar 1, 2026

1. The number of shares under award and closing share price at date of grant have been restated to reflect the Company’s 5:1 share consolidation,

which became effective on October 10, 2022.

2. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the five business days immediately
preceding the date of grant (644.1p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant
(GB£1: US$1.3951).

3. The number of shares awarded to Mark Crossley reflects the maximum LTIP award opportunity under the 2021 Remuneration Policy, which is the

lower of 400% of base salary or 300,000 shares.

4. The number of shares awarded to Ryan Preblick reflects the maximum LTIP award opportunity under the 2021 Remuneration Policy of 400% of base salary.
5. Participants are entitled to receive any dividends paid (or cash equivalent of dividends paid) during the vesting and post-vesting holding period

when the shares are released; no dividends were paid between the date of grant and the date of this report.

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The measures set and performance against those measures for the awards granted to Mark Crossley and Ryan Preblick
were as follows:

Measure

Relative TSR vs. the constituents of the FTSE 250 (excluding investment trusts)

Relative TSR vs. the constituents of the S&P 1500 Pharmaceutical and Biotech Index

Outcome

Weighting of award

Outturn (as a %
of maximum)

50%

100%

Due to the absolute cap on the LTIP opportunity under the 2021 Remuneration Policy of 300,000 shares, Mark Crossley was
granted an award over shares with a value less than 400% of base salary in 2021. These awards were subject to two separate
measures of equal weighting: 1) relative TSR versus the constituents of the FTSE 250 Index (excluding investment trusts)
and 2) relative TSR versus the constituents of the S&P 1500 Pharmaceutical and Biotech Index. 12.5% of the maximum
awards vested where Indivior was ranked at median in comparison to the respective peer group, and 100% of the maximum
awards vested where Indivior was ranked upper quartile or above. The awards vested on a straight-line basis between
median and upper quartile, with none of the award vesting if Indivior had been ranked below median. Indivior ranked
above the upper quartile against both of the TSR peer groups, resulting in the vesting of 100% of the maximum award.

2023-2025 LTIP awards
Under the 2021 Remuneration Policy, conditional awards with a value of 400% of base salary or a maximum of 300,000
shares may be granted to the Executive Directors each year. On March 3, 2023, the Chief Executive Officer and Chief
Financial Officer were granted conditional awards over shares with a value of 400% of base salary.

Executive Director

Mark Crossley

Ryan Preblick

Date of grant

Mar 3, 2023

No. of shares
under award at
maximum1

183,271

113,510

Closing share price at
date of grant

Face value
$’000

Performance period

Vesting date

Release date

1512.0p

3,336.8

Jan 2023–Dec 2025

Mar 3, 2026 Mar 3, 2028

2,066.7

Jan 2023–Dec 2025

Mar 3, 2026 Mar 3, 2028

1. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the five business days immediately
preceding the date of grant (1518.40p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant
(GB£1:US$1.1991).

The Committee considered the LTIP measures and determined that the performance measures for 2023-2025 LTIP awards
would remain focused on shareholder returns. One half is based on relative ranked TSR versus the FTSE 250 (excluding
investment trusts), and the other half is based on relative ranked TSR versus the S&P 1500 Pharmaceutical & Biotech Index.
The use of two relative TSR comparator groups is intended to balance the fact that Indivior is a U.K.-listed company with
an additional U.S. listing, and also recognizes that Indivior operates within a specialized sector, where the majority of its
peers are listed in the U.S.

Measure

Weighting

Rationale for metric

Relative TSR vs. FTSE 250 (excluding
investment trusts)

Relative TSR vs. S&P 1500 Pharmaceutical
and Biotech Index

Provides alignment with shareholders through the relative outperformance
of other U.K.-listed companies

Provides alignment with shareholders through the relative outperformance
of direct sector peers who are subject to similar market influences

50%

Relative TSR performance against each comparator group will be measured over three financial years (2023-2025).
The 2023-2025 LTIP awards are subject to an additional two-year holding period following the end of the three-year
performance period. 12.5% of the maximum award will vest for Indivior being ranked median in comparison to the
respective peer group, and 100% of the maximum award will vest for being ranked upper quartile. The award will vest on a
straight-line basis between median and upper quartile, with none of the awards vesting if Indivior is ranked below median.

2024-2026 LTIP awards
Under the 2021 Remuneration Policy, the Executive Directors may be granted annual LTIP awards with a face value of 400%
of base salary; the LTIP quantum under the proposed 2024 Remuneration Policy is unchanged.

The Committee has considered the LTIP measures in the current business context and determined that the performance
measures for 2024-2026 LTIP awards will remain focused on shareholder returns. One half will be based on relative ranked
TSR versus the FTSE 250 excluding investment trusts, and the other half will be based on relative ranked TSR versus the S&P
1500 Pharmaceutical & Biotech Index. The use of two relative TSR comparator groups is intended to balance the fact that
Indivior is a U.K.-listed company with an additional U.S. listing, and also recognizes that Indivior operates within a
specialized sector, where the majority of its peers are listed in the U.S.

Measure

Weighting

Rationale for metric

Relative TSR vs. FTSE 250 excluding
investment trusts

50%

Provides alignment with shareholders through the relative outperformance
of other U.K.-listed companies

Relative TSR vs. S&P 1500 Pharmaceutical
and Biotech Index

50%

Provides alignment with shareholders through the relative outperformance
of direct sector peers who are subject to similar market influences

Relative TSR performance against each comparator group will be measured over three financial years (2024-2026). 12.5% of
the maximum award will vest for Indivior being ranked median in comparison to the respective peer group, and 100% of the
maximum award will vest for being ranked in the upper quartile or above. The award will vest on a straight-line basis
between median and upper quartile, with none of the awards vesting if Indivior is ranked below the median.

In line with the 2021 Remuneration Policy, under the 2024 Remuneration Policy the 2024 LTIP awards are subject
to an additional two-year holding period following the end of the three-year performance period.

Malus and clawback
The Remuneration Committee has the discretion to scale back or cancel LTIP awards, extend the performance period
or defer the exercise period prior to the satisfaction of awards or after the end of any relevant holding period in the event;
that results are materially misstated for part of the performance period applicable to an award, an individual’s conduct has
amounted to gross misconduct or in the event of serious reputational damage to Indivior. Where LTIP awards have vested,
the Committee has the discretion to “claw back” awards or reduce amounts of other payments due to the individual up to
the fifth anniversary of the grant of awards in the circumstances described above.

Indivior PLC Executive Compensation Clawback Policy
During the year, the Company adopted an Executive Compensation Clawback Policy to comply with new SEC requirements
for U.S. listed companies (including foreign private issuers such as Indivior) to adopt a policy requiring them to recover
incentive-based compensation paid to covered executives in certain circumstances. The new policy, which requires
clawback in circumstances that are wider than those currently provided for by the Company’s existing clawback provisions,
requires Indivior to recover incentive-based compensation if (i) there is a restatement of the Company’s financial
statements due to material non-compliance with any financial reporting requirement under securities laws, or that would
result in a material misstatement if not corrected for prior periods; and (ii) a covered executive has received incentive-
based compensation in excess of what they should have received if such compensation was instead calculated using the
corrected Company financial statements.

Executive Financial Recoupment Program
As part of the Group’s Corporate Integrity Agreement with the Office of the Inspector General of the U.S. Department of
Health and Human Services, an Executive Financial Recoupment Program was implemented in 2020 (the “Recoupment
Program”). Under the terms of the Recoupment Program, up to two years of performance pay may be put at risk of forfeiture
and/or recoupment for certain U.S.-based executives (which includes both serving Executive Directors).

Forfeiture and/or recoupment may be applied in the event that it is determined that there has been a “Triggering Event”;
a Triggering Event includes significant misconduct (violation of law or regulation or a significant violation of an Indivior
policy) related to covered activities or significant misconduct related to covered activities by subordinate employees in the
business unit for which the relevant executive had responsibility that is not an isolated incident and which the relevant
executive knew or should have known was occurring. Forfeiture and/or recoupment under the Recoupment Program may
be applied to awards granted after November 20, 2020 and will cease to apply to awards on July 24, 2025 or the date
on which the Group’s obligations under the Corporate Integrity Agreement expire (if later).

A copy of the Corporate Integrity Agreement can be found on the Group’s website www.indivior.com.

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Outstanding share awards under the LTIP and DBP (audited)
Details of conditional awards over shares held by the Executive Directors at December 31, 2023 are shown below.

Normal
vesting date

Normal
release date1

No. of shares
under award at
January 1, 20232

Granted
during
the year2

Released for
net settlement
during the year2

Vested and
released
during the
year2

Vested and
subject to
holding
period1, 2

Unvested
awards at
December 31,
2023

Performance
period

Plan

Date of grant

Mark Crossley

LTIP

DBP

Mar 3, 2023

Mar 3, 2026 Mar 3, 2028

–

183,271

Mar 1, 2022

Mar 1, 2025 Mar 1, 2027

Mar 1, 2021

Mar 1, 2024 Mar 1, 2026

Nov 6, 20203 Mar 9, 2023 Mar 9, 2025

Mar 9, 20203 Mar 9, 2023 Mar 9, 2025

Aug 8, 2019

Mar 5, 2022 Mar 5, 2024

Mar 5, 2019

Mar 5, 2022 Mar 5, 2024

175,699

300,000

31,596

411,522

5,750

153,561

–

Mar 16, 2023 Mar 16, 2025 n/a

Mar 15, 2022 Mar 15, 2024 n/a

–

18,169

19,215

–

1,296

16,873

–

Total

Ryan Preblick

1,097,343

201,440

18,169

LTIP

DBP

Total

Mar 3, 2023

Mar 3, 2026 Mar 3, 2028

–

113,510

Mar 1, 2022

Mar 1, 2025 Mar 1, 2027

Mar 1, 2021

Mar 1, 2024 Mar 1, 2026

Mar 9, 20204 Mar 9, 2023 n/a

Mar 16, 2023 Mar 16, 2025 n/a

Mar 15, 2022 Mar 15, 2024 n/a

108,820

213,665

52,987

13,246

–

6,752

7,140

–

23,898

5,974

29,089

7,272

–

395,858

120,262

29,872

36,361

–

183,271 2023–2025

175,699 2022–2024

300,000 2021–2023

30,300

394,649

5,750

153,561

– 2020–2022

– 2019–2021

–

18,169

19,215

n/a

584,260

696,354

–

113,510 2023–2025

108,820 2022–2024

213,665 2021–2023

– 2020–2022

–

6,752

7,140

449,887

n/a

1. Awards granted to the Executive Directors under the LTIP are subject to a two-year post-vesting holding period, after which time the vested shares
are released to the Executive Director. The LTIP awards granted to Ryan Preblick in 2020 were granted prior to his appointment as Chief Financial
Officer and, consequently, are not subject to a two-year post-vesting holding period.

2. Where applicable, the number of shares under award has been restated to reflect the Company’s 5:1 share consolidation, which became effective

on October 10, 2022.

3. Mark Crossley was granted an LTIP award with a value of 225% of base salary in March 2020. He was granted an additional award under the LTIP

on November 6, 2020, to reflect his increased base salary for 2020 following his appointment as Chief Executive Officer. On vesting, a proportion of
the awards were released to enable the settlement of U.S. social taxes due. The award remains subject to a two-year post-vesting holding period.
The vested shares will be released on March 9, 2025.

4. Ryan Preblick’s 2020-22 LTIP awards, which were granted to him before his appointment as Chief Financial Officer, were settled on a net settled

basis, resulting in a reduction in the number of shares delivered with a value equivalent to the taxes due on vesting.

5. Awards granted under the LTIP and the DBP are made in the form of conditional awards over shares. Participants are entitled to receive an

amount equivalent in value to any dividends payable on the number of vested shares between the dates of grant and vesting (or release date
for awards subject to a post-vesting holding period).

Executive Directors’ shareholding and share interests (audited)
Indivior’s remuneration schemes have been designed to promote long-term shareholdings by Executive Directors. Awards
granted under the LTIP vest subject to the achievement of stretching performance targets measured over a performance
period of at least three years and are then subject to a two-year post-vesting holding period. In addition, 25% of any annual
bonus paid under the AIP is deferred into conditional shares for two years under the DBP.

Aligned with the maximum opportunity under the LTIP, the Executive Directors are required to build a shareholding with
a value equivalent to 400% of base salary or 300,000 shares, whichever is lower. For the purposes of this requirement
the following count towards the Executive Directors’ shareholding: 1) shares held outright by the Executive (and where
applicable shares held by persons closely associated with them); 2) vested LTIP awards that are subject to a post-vesting
holding period (adjusted to take account of the estimated tax liability arising on release); 3) unvested DBP awards (adjusted
to take account of the estimated tax liability arising on vesting); and 4) vested but unexercised options (adjusted to take
account of the exercise price and estimated tax liability arising on exercise). Executive Directors have five years from the
date of appointment to their current role in which to achieve this shareholding requirement. Members of the Executive
Committee are expected to build a shareholding of 150% of base salary within the same time-frames.

decline and/or exchange rate fluctuations. In such circumstances, the Executive Directors would be expected to retain
a proportion of shares arising from future vestings or releases of shares to rebuild their holding.

The table below shows the shareholding of each of the Executive Directors (together with interests held by persons closely
associated with them) as at December 31, 2023 and as at the date of this report, and a summary of outstanding awards as at
December 31, 2023. The change in interests of Mark Crossley between December 31, 2023 and March 5, 2024 is detailed in the
table below.

Number of shares owned outright

LTIP awards

DBP awards

Market-value
options

At March 5,

2024

At December 31,
2023

Vested and
subject to
two-year
post-vesting
holding period

Unvested and
subject to
performance
conditions and
continued
employment

Unvested and
subject to
certain
conditions

Vested but not
exercised

Shareholding
requirement (%
of base salary)

Shareholding at
December 31,
2023 (% of base
salary)1

Date by which
shareholding
requirement to
be achieved2

181,2363

64,466

90,032

64,466

584,260

–

658,970

435,995

37,384

13,892

42,1234

–

400%

965%

252%

Achieved

Nov 2025

Executive Directors

Mark Crossley

Ryan Preblick

1. In line with Indivior’s executive shareholding requirements, the Executive Directors’ shareholdings as a % of base salary have been calculated
based on the aggregate value of: 1) shares held outright; 2) vested LTIP awards that are subject to a post-vesting holding period (adjusted to
take account of the estimated tax liability arising on release); 3) unvested DBP awards (adjusted to take account of the estimated tax liability
on vesting); and 4) vested but unexercised options adjusted for the exercise price and estimated tax liability arising on exercise). Calculations
were made using the three-month average share price to December 31, 2023 (1405.2p); an estimated tax rate of 45% was assumed in calculating
the net value of awards where a tax liability will arise upon exercise, vest or release.

2. Executive Directors have five years from date of appointment in which to achieve their shareholding requirement.
3. Mark Crossley received 91,204 shares on March 5, 2024 following the release of LTIP awards granted to him in 2019. The release of the award

was settled on a net settled basis, with 68,107 shares canceled to enable the settlement of taxes due.

4. Mark Crossley holds a vested but unexercised market-value option over 42,123 shares. This option was granted under the rules of the LTIP in

December 2014 (on demerger) at an option price of 555.0p per share. The option vested on May 11, 2016 and is scheduled to lapse on December
28, 2024 (i.e. on the tenth anniversary of the award date).

Payments to past Directors (audited)
There were no payments to past Directors.

Payments for loss of office (audited)
There were no payments for loss of office.

External appointments
Subject to the prior approval of the Board, Executive Directors are able to accept an external appointment to a corporate
board outside the Company. The Executive Directors do not hold any external appointments.

Review of past performance

Historical TSR performance
The graph below shows the TSR of the Company and the FTSE 250 Index over the period from admission to the London
Stock Exchange on December 23, 2014, to December 31, 2023. The FTSE 250 Index was selected on the basis that the
Company was a member of the FTSE 250 Index for the majority of the period.

)
d
e
s
a
b
e
r
(

)
£
(
e
u
l
a
V

350

300

250

200

150

100

Date of
admission

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Once the requirement has been met, Executive Directors are not expected to buy additional shares in the open market
to rebuild their shareholding where the market value of their shares has subsequently reduced as a result of share price

FTSE 250

Indivior

138

139

GovernanceIndivior Annual Report and Accounts 2023

Directors’ Remuneration Report continued

Chief Executive Officer remuneration
The historical total remuneration for the Chief Executive Officer for the period from January 1, 2014, to December 31, 2023, is set
out in the table below. The AIP payout and LTIP vesting level as a percentage of the maximum opportunity are also shown.

Shaun
Thaxter
2014

Shaun
Thaxter
2015

Shaun
Thaxter
2016

Shaun
Thaxter
2017

Shaun
Thaxter
2018

Shaun
Thaxter
2019

Shaun
Thaxter1
2020

Mark
Crossley1
2020

Mark
Crossley
2021

Mark
Crossley

2022

Mark
Crossley
2023

Single figure of total
remuneration ($’000)

AIP (outturn as a % of
maximum)

LTIP (outturn as a %
of maximum)

1,968.1

4,317.9

5,024.8

9,215.7

1,009.6

2,138.7

557.3

760.5

5,185.0

9,974.1

7,574.6

100%

94.5%

78.5%

65.5%

n/a

93.3%

100%

73.5%

88.5%

75.5%

85%

67.8%

100%

1. Mark Crossley was appointed Chief Executive Officer on June 29, 2020. Shaun Thaxter was Chief Executive Officer from the date of listing in 2014

until June 27, 2020.

The Group has fewer than 250 employees in the U.K. and is therefore not required to publish Chief Executive Officer pay
ratio information as set out by The Companies (Miscellaneous Reporting) Regulations 2018.

Percentage change in the remuneration of Directors and employees
The following table sets out the change in remuneration, excluding LTIP and pension contributions, paid to the Directors
who served on the Board in 2020, 2021 and 2022, compared with the average percentage change for the U.S. employee
population; the majority of the Group’s employees are based in the U.S.

Year-on-year change in remuneration of Directors compared to U.S. employee population

2023

2022

2021

2020

Base
salary/
fees

Taxable
benefits

Annual
bonus

Base salary
/fees

Taxable
benefits

Annual
bonus

Base
salary/
fees

Taxable
benefits

Annual
bonus

Base
salary/
fees

Taxable
benefits

Annual
bonus

6.8%

(7)% 23.1%

3.6%

14.2% (7.23)%

1.0% (11.0)%

106%

4.8%

13.0% (38.0)%

3.5%

5.9% 16.5%

3.5% 13.2% 16.5%

4.0%

12.8%

(11.3)% 14.8% (12.5)%

14.6%

(11.3)% 766.7% 711.9%

n/a

Non-Executive Directors

Graham Hetherington

Peter Bains

Dr. Keith Humphreys4

Jerome Lande5

Jo Le Couilliard5

Dr. A. Thomas McLellan6

Barbara Ryan7,9

Mark Stejbach5

Juliet Thompson5,8

2.9%

n/a

(2.4)%

6.7%

3.3%

n/a

9.95%

8.8%

Former Non-Executive Directors

Lorna Parker11
Daniel J. Phelan11

–
–

n/a10

n/a10
n/a10

–

–
–

–

19.3%

29.4%

–

29.4%

32.2%

(4.2)%
–

–

n/a

–

n/a

–

n/a

–

–
–

–

–
–

157.5%

–

(100)%

–

(7.9)%
–

–

–
–

–

–
–

27.7%

32.7% (100)%

–

754.4%

172.0%

–

n/a

–

(10.7)%

1.0%

–

0%
–

(1.1)%
–

–

–
–

U.S. Employee
Population1

Executive Directors

Mark Crossley2

Ryan Preblick3

Workforce remuneration and engagement on executive remuneration
During the year, the Committee undertook a review of the remuneration arrangements and related policies for the wider
workforce. This comprised a review of the Group’s core compensation programs, including the base salary merit increase
process, benefits, and short- and long-term incentive arrangements. Variable remuneration schemes are designed to drive
performance and behaviors consistent with the Group’s purpose, values and strategy. Performance measures under the AIP
are designed to align to the key strategic drivers for the year ahead and are developed alongside the Group’s annual
financial plans. Performance measures for awards granted to senior leaders under the LTIP are subject to relative TSR
measures and are therefore directly aligned with the interests of shareholders.

In July 2023, representatives from Indivior’s Culture and Inclusion Champions Network took part in a focus group session
on executive remuneration. The focus group consisted of eight employees, each representing different functions and levels
of the organization. The session included a presentation which explained the various principles, policies and practices
involved in setting executive remuneration and how these aligned with Indivior’s strategy, culture and the wider workforce.

Following the session, a pulse survey was conducted to obtain feedback from the employee focus group. Overall feedback
was very positive, with all attendees agreeing that Indivior’s pay principles, policies and practices are aligned with the
Group’s strategy and culture and that the principles, policies and practices for executives are aligned with the wider
workforce. Areas for enhancement were primarily focused on improving clarity and transparency. Feedback from the
session will be used to guide future employee engagement on executive remuneration, which will include executive
remuneration as an element of discussion at engagement sessions with the designated Non-Executive Directors for
workforce engagement.

The results of the pulse survey were discussed at the workforce engagement event hosted by Daniel J. Phelan, Jo Le
Couilliard and Mark Stejbach. The results of the pulse survey and feedback from the workforce engagement event were
discussed at the Committee’s meeting in September 2023. Further information on workforce engagement can be found
on page 89.

Relative importance of spend on pay
The following table shows total employee pay compared with shareholder distributions and research and development
expenses for 2023 and 2022. Research and development expenses have been selected as a comparator as this measure
is considered to be an indicator of investment in the future performance of the business.

Total employee pay1

Shareholder distributions2,3

Research and development expenses4

2023
$m

309

106

2022
$m

240

% change

29%

(63)%

47%

1. See Note 5 to the financial statements on page 179 for further information regarding employee costs.
2. In line with the Dividend Policy approved by the Board in 2016, there were no dividends paid in respect of the 2022 and 2023 financial year.
3. The Group commenced a $100m share repurchase program in May 2022 which was completed in May 2023. A further share repurchase program

of up to $100m or 13,632k shares commenced in November 2023; from 1 January 2023 to December 31, 2023 the Company repurchased and
cancelled 1,897k shares in connection with these programs. See Note 23 to the financial statements on page 201 for further information regarding
share capital.

4. See Note 4 to the financial statements on page 178 for further information regarding research and development expenses.

1. Indivior PLC is not an employing company and therefore the remuneration of the U.S. employee population (on a full-time equivalent basis)

has been included as the comparator group as this is where the majority of the Group’s employees are based.

2. Further details of Mark Crossley’s remuneration arrangements can be found on page 133.
3. Further details of Ryan Preblick’s remuneration arrangements can be found on page 133.
4. Dr. Keith Humphreys was appointed to the Board on November 9, 2023.
5. Jerome Lande, Jo Le Couilliard, Juliet Thompson and Mark Stejbach were appointed to the Board on March 24, 2021.
6. Dr. A. Thomas McLellan retired from the Board on February 29, 2024.
7. Barbara Ryan was appointed to the Board on June 1, 2022.
8. Juliet Thompson was appointed Senior Independent Director on October 1, 2023.
9. “n/a” refers to a nil value or part-year in the previous year which means that a year-on-year change cannot be calculated.
10. Benefits provided to Non-Executive Directors comprised the grossed-up cash value of travel and subsistence costs incurred in the normal course

of business in relation to attendance at Board meetings and in fulfilling their roles, and the cost of providing professional support for the
completion of U.K. tax returns for U.S. tax residents. A directly comparable percentage change compared to the previous year is not possible.
The amount of taxable benefits received by Non-Executive Directors in 2023 is shown on page 142.

11. Daniel J. Phelan and Lorna Parker retired as Non-Executive Directors on September 30, 2023.

140

141

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Dilution limits
The rules of Indivior’s share plans provide that awards can be satisfied by newly issued shares, the transfer of treasury
shares, or existing shares (purchased in the market and held in an employee benefit trust). The rules state that the
aggregate number of shares that may be issued to satisfy awards made under these plans must not exceed 10% of the
Company’s issued share capital in any ten-year period.

The Committee reviewed the number of shares subject to award to ensure that these limits were not breached by the
granting of awards during the year.

Single total figure of remuneration for the Chair and Non-Executive Directors (audited)
The table below sets out the total remuneration received by the Chair and the Non-Executive Directors for the year ended
December 31, 2023.

The fees paid to the Chair and Non-Executive Directors were determined at the time of listing in 2014 and have not been
increased since that time. The Chair and Non-Executive Directors’ fees were reviewed in November 2023 and the fees are
next scheduled to be reviewed in November 2024.

The Chair and the Non-Executive Directors are not eligible to participate in the Company’s annual bonus, long-term
incentives, or pension schemes.

Chair and Non-Executive Directors’ share interests (audited)
The Chair and Non-Executive Directors are expected to acquire an interest in Indivior shares over the course of their
appointment. The following table shows the shareholdings of each of the Chair and Non-Executive Directors (together with
the interests of persons closely associated with them) as at December 31, 2023 (or up to the date they stepped down from
the Board) and as at the date of this report.

2022 Fees
’0001

2023 Benefits
’0002

2022 Benefits
’0002

2023 Total
’000

2022 Total
’000

Graham Hetherington3

Chair

Role as at December 31, 2023

Peter Bains

Independent Non-Executive Director

Dr. Keith Humphreys3,4

Independent Non-Executive Director

Jerome Lande3,5

Jo Le Couilliard3,6

Non-Executive Director

Independent Non-Executive Director

Dr. A. Thomas McLellan3

Independent Non-Executive Director

Barbara Ryan3,7

Mark Stejbach3,8

Independent Non-Executive Director

Juliet Thompson3,9

Senior Independent Director

2023 Fees
’0001

£275.0

£87.5

$17.8

$97.4

£80.0

$111.9

$115.5

$119.0

£92.5

£275.0

£85.0

–

$99.8

£75.0

$108.3

$58.3

$108.3

£85.0

£5.8

£2.8

$5.6

£2.3

$8.5

$5.5

$6.1

£2.9

Former Non-Executive Directors

Lorna Parker10,11

Daniel J. Phelan10

£56.3

$113.7

£75.0

$151.6

–

$10.4

–

$1.8

–

$1.8

–

$1.8

–

$1.9

£280.8

£90.3

$17.8

$103.0

£82.3

$120.4

$121.0

$125.1

£95.4

£275.0

£85.0

$101.7

£75.0

$110.0

$58.3

$110.0

£85.0

£56.3

$124.1

£75.0

$153.4

Peter Bains

Graham Hetherington

Dr. Keith Humphreys

Jerome Lande

Jo Le Couilliard

Barbara Ryan

Mark Stejbach

Juliet Thompson

Former Non-Executive Directors

Dr. A. Thomas McLellan1

Lorna Parker

Daniel J. Phelan

Total number of
shares held at
March 5, 2024

Total number of
shares held at
December 31,
2023

Total number of
shares held at
December
31, 2022

10,800

20,296

1,604

–

10,800

20,296

1,604

–

12,584

–

1,509

5,1732

12,0632

10,800

15,844

–

9,684

–

1,509

5,173

12,063

1. Dr. A. Thomas McLellan retired from the Board on February 29, 2024.
2. Lorna Parker and Daniel J. Phelan retired from the Board on September 30, 2023. Their interests are shown as at that date.

Executive Directors’ service agreements
The Executive Directors have service agreements that set out the contract between them and the Group.

Mark Crossley

Ryan Preblick

Date of appointment

June 2020

November 2020

Notice period from
Group

Notice period from
individual

Expiry of current term

12 months

Rolling contract

12 months

Rolling contract

Note: Totals may not sum up due to rounding.
1. Fees paid to the Chair and the Non-Executive Directors are paid in their local currency. In 2016, a fixed exchange rate (GB£1:US$1.4434) was applied

to translate U.K. amounts into U.S. dollars, effectively setting fees at that time, on both a U.K. and U.S. basis.

2. Benefits comprise the grossed-up cash value of travel and subsistence costs incurred in the normal course of business in relation to attendance

at Board meetings held in the U.K. and in fulfilling the Non-Executive Director’s role, and the cost of providing professional support for the
completion of U.K. tax returns for U.S. tax residents. These costs were translated to US$ using the average exchange rate for the 2023 financial year
(GB£1:US$1.2435).

3. The Chair and the Non-Executive Directors were appointed to the newly formed Nomination Committee on October 1, 2023.
4. Dr. Keith Humphreys was appointed to the Board on November 9, 2023. He had no taxable benefits during 2023.
5. Jerome Lande stood down as a member of the Audit & Risk Committee with effect from April 25, 2022; his fees were adjusted accordingly.
6. Jo Le Couilliard was appointed as Chair of the Remuneration Committee on October 1, 2023; her fees were adjusted accordingly.
7. Barbara Ryan was appointed as a Non-Executive Director on June 1, 2022 and was appointed as a member of the Audit & Risk and Science

Committees on July 27, 2022. The fee shown for 2022 is from the date of her appointment to December 31, 2022. As Ms. Ryan was appointed after
the end of the 2021-2022 tax year, she did not incur a U.K. tax liability and did not need support to file a U.K. tax return. Ms. Ryan was appointed
as a member of the Remuneration Committee on October 1, 2023.

8. Mark Stejbach was appointed as Chair of the Compliance, Ethics & Sustainability Committee on October 1, 2023.
9. Juliet Thompson was appointed as Senior Independent Director on 1 October 2023; her fees were adjusted accordingly.
10. Lorna Parker and Dan Phelan retired from the Board on September 30, 2023.
11. Lorna Parker’s reportable taxable benefits during 2023 were de minimis and are not shown in the table above.

Chair and Non-Executive Directors’ fees (audited)
The current fee levels for the Chair and Non-Executive Directors are set out in the table below.

Chair fee2

Non-Executive Director fee

Additional Senior Independent Director fee

Additional Committee Chair fee

Additional Committee membership fee

Fee in GB£1

Fee in US$1

£275,000

n/a

£55,000

$79,387

£20,000

$28,868

£20,000

$28,868

£10,000

$14,434

1. Fees paid to the Chair and the Non-Executive Directors are paid in their local currency. In 2016, a fixed exchange rate (GB£1:US$1.4434) was applied

to translate U.K. amounts into U.S. dollars, effectively setting fees at that time, on both a U.K. and U.S. basis.

2. The Chair of the Board does not receive additional fees for being a member of the Committees or for chairing any Committee.

142

143

GovernanceIndivior Annual Report and Accounts 2023Directors’ Remuneration Report continued

Directors’ Report

Chair and Non-Executive Directors’ letters of appointment
The terms of service of the Chair and the Non-Executive Directors are contained in letters of appointment. In accordance
with the Code, the Chair and Non-Executive Directors are appointed subject to reappointment by shareholders at the
Company’s next AGM following their appointment and reappointment at each subsequent AGM. Neither the Chair nor the
Non-Executive Directors are entitled to receive compensation for loss of office.

The table below sets out the dates of appointment of the Chair and the Non-Executive Directors and their length of service
as at December 31, 2023.

Peter Bains

Graham Hetherington1

Dr. Keith Humphreys

Jerome Lande2

Jo Le Couilliard

Dr. A. Thomas McLellan3

Barbara Ryan

Mark Stejbach

Juliet Thompson

Date of appointment

August 2019

November 2019

November 2023

March 2021

November 2014

June 2022

March 2021

Length of service

at December 31, 2023
in years

Notice period

–

1 month

1. Graham Hetherington was appointed a Non-Executive Director in November 2019. He was appointed Chair of the Board in November 2020.
2. Jerome Lande was appointed a Non-Executive Director in March 2021; his appointment is subject to the terms of the Relationship Agreement

between the Company and Scopia Capital Management LP. Further information regarding the Relationship Agreement can be found on page 148.

3. Dr. A. Thomas McLellan retired from the Board on February 29, 2024 following the end of his nine-year term and the completion of a transition

period with Dr. Keith Humphreys, who was appointed in November 2023.

Summary of voting outcomes for the 2021 Remuneration Policy and 2022 Directors’
Remuneration Report
The Remuneration Policy was last put to shareholders for a vote at the 2021 AGM with 95.2% of shareholders voting in favor.

The votes cast by proxy and at the meeting in respect of the 2022 Directors’ Remuneration Report and 2021 Remuneration
Policy were as follows:

Resolution

Approve the 2022 Directors’ Remuneration Report (2023 AGM)

Votes for

85,979,331

Votes for
(%)

93.02%

Votes against

6,449,241

Approve the Remuneration Policy (2021 AGM)1

520,455,0011

95.20%

26,236,8731

Votes against
(%)

Votes withheld
(abstentions)

6.98%

4.80%

15,510

398,7981

1. The number of shares voted is stated on a pre-consolidation basis. In October 2022, the Company consolidated its share capital on a 5:1 basis.

This report was approved by the Board and signed on its behalf by:

Jo Le Couilliard
Chair of the Remuneration Committee

March 5, 2024

The Directors present their Annual Report and Accounts which includes the audited Group
financial statements and audited Parent Company financial statements for the year ended
December 31, 2023.

Corporate governance
statement
Given that the Company’s securities
are admitted to listing on the Official
List of the U.K. Financial Conduct
Authority (“FCA”), the FCA’s Listing
Rules require the Company to apply
the Principles and comply or explain
non-compliance with the Provisions
of the U.K. Corporate Governance Code
2018 (“Code”). The Code is available
on the U.K. Financial Reporting
Council’s website (www.frc.org.uk).

The Directors’ Report on pages 145 to
151 which includes the Corporate
Governance disclosures on pages 76 to
144, together with the Strategic Report
on pages 1 to 75, when taken together
constitute the management report as
required by Rule 4.1.8R of the FCA’s
Disclosure Guidance and Transparency
Rules (“DTRs”).

The Statement of Directors’
Responsibilities on page 150 to 151 is
incorporated into the Directors’ Report
by reference.

The following information, fulfilling the
further disclosure requirements
contained in the Companies Act 2006,
Schedule 7 of the Large and Medium-
Sized Companies and Groups
(Accounts and Reports) Regulations
2008 and the U.K. Listing Rules and
DTRs, has been included elsewhere
within the Annual Report and Accounts
and is incorporated into the Directors’
Report by reference:

Disclosure

Location

Future business developments
and R&D activities

Going concern

Strategic Report (pages 1 to 75)

Statement of Directors’
Responsibilities (page 150 to 151)

Greenhouse gas emissions

Strategic Report (pages 43 to 44)

Powers of Directors
The Directors are responsible for
managing the business of the
Company and may exercise all the
powers of the Company, subject to the
provisions of the Company’s Articles
of Association in respect of the liability
incurred as a result of their office.
Powers relating to the issuing of
shares are also included in the Articles
of Association, and such authorities
are put to shareholders for renewal
at the AGM each year.

Results and dividends
The consolidated income statement
is on page 163.

The net profit for the financial year
attributable to equity shareholders
amounted to $2m (2022: $53m loss).

In line with the Board’s approved
dividend policy, the Directors do not
recommend payment of a dividend in
respect of the financial year ended
December 31, 2023.

Directors and
their interests
The Directors of the Company who
served during the financial year ended
December 31, 2023, and up to the date
of signing the financial statements,
appear on pages 78 and 79. Details of
Directors’ interests (and those of their
Persons Closely Associated) in the
Company’s ordinary shares, including
any interest in share awards and
long-term incentive plans, are set out
in the Directors’ Remuneration Report
on pages 117 to 144.

G
o
v
e
r
n
a
n
c
e

I
n
d

i
v
i

o
r

A
n
n
u
a
l

R
e
p
o
r
t

a
n
d

A
c
c
o
u
n
t
s

2
0
2
3

144

145

Directors’ Report continued

Appointment and replacement
of Directors
The Company’s Articles of Association
give the Directors power to appoint
and replace Directors. Under the
Terms of Reference of the Nomination
Committee, any appointment will be
recommended by that Committee for
approval by the Board of Directors.

The Articles of Association require
Directors to retire and submit
themselves for reappointment at the
first AGM following their appointment.
The Articles also require all Directors
who have held office at the date of the
two preceding AGMs and who did not
retire at either of them to submit
themselves for reappointment at the
AGM. Notwithstanding these provisions
of the Articles of Association, in
compliance with the Code and in line
with previous years, all Directors
wishing to continue in office will offer
themselves for reappointment by
shareholders at the 2024 AGM.

Details of Directors’ service contracts
and length of service are set out in the
Directors’ Remuneration Report on
page 144.

Director indemnities and
insurance cover
In accordance with the Articles of
Association, the Company has granted
its Directors an indemnity to the
extent permitted by law, in respect of
the liability incurred as a result of
their office. This indemnity was in
place for Directors that served during
2023 and also for each serving Director
as at the date of approval of this
report. Also, throughout the year, the
Company purchased and maintained
Directors’ and Officers’ liability
insurance for its Directors and Officers,
which remained in force at the date of
the approval of the Directors’ Report.
Neither the qualifying third-party
indemnity nor the insurance provides
cover in the event that a Director is
found to have acted dishonestly
or fraudulently.

Articles of Association
The Articles of Association may be
amended by special resolution of
the shareholders.

Stakeholder engagement
How the Directors have had regard
to the need to foster business
relationships with stakeholders,
including suppliers, customers and
others, can be found on pages 26
to 32 of the Strategic Report.

Further information regarding the
Board’s engagement with the
workforce can be found on page 29.

The Directors acknowledge that
stakeholders and shareholders
provide valuable feedback and help
shape the Group’s overall approach
to governance. For further information,
please refer to the Stakeholder
Engagement section on pages 26
to 32 and specifically to the
Section 172(1) Statement within
this on page 27.

Branches
The Group has branches in Finland,
Norway and Sweden.

Share capital
Details of the Company’s share
capital are set out in Note 23 to
the financial statements.

The Company has one class of
ordinary share which carries no rights
to fixed income. Each share carries the
right to one vote at general meetings
of the Company. The ordinary shares
are admitted to listing on the Official
List and admitted to trading on the
main market of the London Stock
Exchange and, since June 12, 2023,
on the Nasdaq Global Select Market.
The ordinary shares trade on
both exchanges under the ticker
symbol “INDV”.

As of December 31, 2023, the Company
had 136,526,357 ordinary shares of
$0.50 each in issue. The Company does
not hold any Treasury shares.

There are no restrictions on the voting
rights attaching to the Company’s
ordinary shares or the transfer of
securities in the Company. No person
holds securities in the Company
which carry special voting rights with
regards to control of the Company.
The Company is not aware of any
agreements between holders
of securities that may result in
restrictions on the transfer of
securities or on voting rights.

American Depositary
Receipt Program
The Company’s Sponsored Level 1
American Depositary Receipt program
was terminated on June 12, 2023, upon
the listing of the Company’s ordinary
shares on the Nasdaq Global
Select Market.

Authority to allot shares
At the 2024 AGM, the Directors will ask
shareholders to renew the authority
last granted to them at the 2023 AGM
to allot shares up to a maximum
amount equivalent to two-thirds of the
shares in issue, provided that any
amount in excess of one-third is only
used to allot shares in connection with
a fully pre-emptive offer to existing
shareholders. The renewed authority,
if granted, will apply until the
conclusion of the 2025 AGM.

Two special resolutions will be
proposed at the 2024 AGM to authorize
the Directors to allot equity shares in
the Company for cash, without regard
to the pre-emption provisions of the
Companies Act 2006.

The Board currently intends to ask
shareholders to renew these
authorities annually in line with
institutional shareholder guidance.

Disapplication of
pre-emption rights
Following the Pre-Emption Group’s
issuance of a new Statement of
Principles in 2022 which raised the
threshold for non-pre-emptive
issuances and in line with the
authority sought at the 2023 AGM, the
Company will be seeking shareholder
approval for a disapplication threshold
of 20% of the Company’s issued share
capital, representing:

– 10% of the issued share capital for

general purposes; and

– an additional 10% of issued

share capital, to be used only
in connection with an acquisition
or capital investment.

Further information on these
resolutions can be found
in the 2024 Notice of AGM.

Authority to purchase own shares
At the 2023 AGM, shareholders
approved a resolution for the
Company to make purchases
of its own shares up to a maximum
number of ordinary shares, being
approximately 10% of the issued
share capital.

The authority is renewable annually
and shareholders will be asked
to approve an equivalent resolution
at the 2024 AGM.

The Directors consider it desirable for
these general authorizations to be
available in order to maintain an
efficient capital structure but will only
purchase the Company’s shares in the
market if they believe it is in the best
interests of shareholders generally.

Shares held in the Indivior PLC
Employee Benefit Trust
The trustee of the Indivior PLC
Employee Benefit Trust (“EBT”) has
agreed not to vote using any shares
held by the EBT at any general
meeting. If any offer is made to
shareholders to acquire their shares
the trustee will not be obliged to
accept or reject the offer in respect
of any shares which are at that time
subject to subsisting awards, but will
have regard to the interests of the
award holders and will have power
to consult them to obtain their views
on the offer. Subject to the above, the
trustee may take action with respect
to the offer it thinks fair. The trustee of
the EBT has waived its right to receive
dividends on shares held in the EBT.

As announced in March 2023, the
Company completed its 2022 share
repurchase program to purchase
its ordinary shares of $0.50 each.
In aggregate, the Company purchased
5.3m shares for a total consideration
of $100m; all purchased shares were
subsequently canceled.

In November 2023, the Company
announced a new share repurchase
program under which it would
repurchase its ordinary shares
of $0.50 each for up to a maximum
consideration of $100m. As at March 1,
2024, the Company had purchased
2,906,692 shares for a total consideration
of $48m. All purchased shares were
subsequently canceled.

In aggregate, the total number of
shares purchased in the year ended
December 31, 2023 was 1,897,178, which
represented 1.4% of called-up share
capital as at December 31, 2023,
for a total consideration of $33m.

Substantial shareholdings
As at December 31, 2023 and March 1, 2024, the Company had been notified under
Rule 5 of the DTRs of the following major interests in the voting rights in the
capital of the Company:

At December 31, 2023
Number of shares

At December 31, 2023
(% of total
voting rights)1

At March 1, 2024
(% of total
voting rights)1

Two Seas Capital LP

Scopia Capital Management LP

BlackRock, Inc.

Societe Generale

Madison Avenue Partners LP

13,779,205

9,590,921

7,028,620

6,887,437

4,625,619

10.08%

6.96%

5.08%

5.04%

3.35%

1. Percentage of total voting rights at the date of notification to the Company.

9.97%

6.96%

5.58%

6.00%

3.35%

146

147

GovernanceIndivior Annual Report and Accounts 2023Directors’ Report continued

Relationship Agreement
with Scopia Capital
Management LP
In March 2021, the Company entered
into a Relationship Agreement with its
largest shareholder, Scopia, and in July
2022, April 2023, and November 2023
entered into amended agreements
(the “Relationship Agreement”). The
Relationship Agreement, the original
and as amended, is not a relationship
agreement which is required under the
U.K. Listing Rules and as such does not
contain the provisions so required by
the U.K. Listing Rules. It does contain
certain standstill, voting and
governance terms.

This includes commitments
from Scopia:

– not to exercise voting rights in

excess of 15% of the Companyʼs
total voting rights;

– to vote on ordinary course

resolutions in accordance with the
Boardʼs recommendation; and

– not to exercise shareholder rights
in a manner inconsistent with the
Board’s recommendations (other
than in respect of certain non-
ordinary course resolutions).

The Relationship Agreement also
provides for Scopia to have one
representative director appointed to
the Board (currently Jerome Lande).

The Relationship Agreement will
remain in force until December 31,
2024, unless extended or terminated
earlier in accordance with its terms,
including (as amended) in the event
that Scopia publicly discloses that it
has ceased to hold directly or
indirectly at least 3% of the issued
share capital of the Company.

Significant agreements –
change of control
In the event of a change of control of
the Company following a takeover bid,
the Company’s borrowings under its
Credit Agreement (which was last
amended and restated on April 27,
2022) could become repayable. There
are no other significant agreements to
which the Company is a party that take
effect, alter or terminate upon a
change of control of the Company
following a takeover bid.

There are no significant agreements
between the Company and its
Directors or employees providing for
compensation for loss of office or
employment that occurs due to a
takeover, save that provisions of the
Company’s share plans may cause
options and awards to vest on a
takeover, and if the employment of an
Executive Director or other employee
is terminated by the Company
following a takeover then there may
be an entitlement to appropriate
notice and/or compensation as
provided in applicable contracts or
terms of employment.

Contracts of significance
There are no contracts of significance
(as defined in the U.K. Listing Rules) to
which the Company, or one of its
subsidiaries, is a party and in which a
Director is materially interested.

Political donations
The Company’s U.S. subsidiaries do
make “political donations” as defined
under U.K. law, but these donations
are not subject to that law. Donations
by U.S. subsidiaries did not exceed
$500,000. No other company in the
Group made a political donation
during the year.

Workforce
Our workforce includes employees,
interns and contingent workers.
During the year, the Group employed
an average of 1,051 people worldwide
(2022: 928). The Group’s business
priority remains to safeguard the
wellbeing, development and safety
of its workforce. It also wants its
workforce to have opportunities to
grow and progress as part of an
enjoyable career.

The Group is an inclusive and equal
opportunities employer that relies on
human resources specialists
throughout its worldwide locations to
ensure compliance with all applicable
laws governing employment practices
and to advise on all human resources
policies and practices, including for
example recruitment and selection,
training and development, promotion
and retirement.

Group policies seek to create a
workplace that has an open
atmosphere of trust, honesty and
respect. Harassment or discrimination
of any kind is not tolerated. This
principle applies to all aspects of
employment from recruitment and
promotion, through to termination
and all other terms and conditions
of employment. It is the Group’s policy
not to discriminate on the basis of any
unlawful criteria, and its practices
include the prohibition on the use of
child or forced labor. Employment
policies are fair and equitable and
consistent with the skills and abilities
of the employee and the needs of
the business.

Financial risk management
Details of the Group’s use of financial
instruments, together with information
on the Company’s risk objectives,
policies and exposure to price, credit,
liquidity, cash flow and interest rate
risks, can be found in Note 15.

For these purposes, relevant audit
information means information
needed by the Company’s External
Auditor in connection with the
preparation of their report on
pages 152 to 162.

By Order of the Board

Kathryn Hudson
Company Secretary of Indivior PLC

234 Bath Road, Slough, Berkshire,
SL1 4EE

Company registration
number: 09237894

March 5, 2024

Disclosures required under
Listing Rule 9.8.4
There are no disclosures required to
be made under Listing Rule 9.8.4.
Details of long-term incentive plans
can be found in the Directors’
Remuneration Report on page 118.

2024 AGM
The AGM will be held at 12.00pm (U.K.
time) on Thursday, May 9, 2024, at the
Marlborough Theatre, No. 11 Cavendish
Square, London, W1G 0AN. A full
description of the business to be
conducted at the meeting is set out in
the Notice of AGM, available from the
Company’s website www.indivior.com.

Disclosure of information to
External Auditor
Each of the persons who are Directors
at the time when this Directors’ Report
is approved confirms that:

– so far as he/she is aware, there is
no relevant audit information of
which the Group’s and Parent
Company’s External Auditor is
unaware; and

– each Director has taken all

reasonable steps that he/she ought
to have taken as a Director to make
themselves aware of any relevant
audit information and to establish
that the Group’s and Parent
Company’s External Auditor
is aware of that information.

The Group is committed to offering
equal opportunities in recruitment,
training, career development and
promotion to all people, including
those with disabilities, having regard
to their individual aptitudes and
abilities. As a matter of policy, full and
fair consideration is given to
applicants with disabilities and every
effort is made to give employees who
become disabled while employed by
the Group an opportunity for
retraining and for continuation
in employment.

It is the Group’s policy that the
training, career development and
promotion of disabled persons should,
as far as possible, be the same as that
of other employees.

The workforce is regularly updated
on the financial and economic
factors affecting the performance
of the Group. Information relevant
to the employees is provided to
them and, where appropriate, to
employee trade union representatives.
More information on the action taken
by the Company to provide such
information to employees can be
found on page 38.

The Group also supports the wider
fundamental human rights of
its employees.

Further information regarding
our people can be found on
pages 37 to 39.

External Auditor
PwC have agreed to be reappointed as
the External Auditor of the Company.
Resolutions for their reappointment,
and to authorize the Audit & Risk
Committee to determine their
remuneration, will be proposed
at the forthcoming AGM.

For information relating to the audit
tender process and the FRC’s approval
of PwC’s audit engagement for a
further two years until December 31,
2025, please see page 103.

148

149

GovernanceIndivior Annual Report and Accounts 2023Statement of Directors’ Responsibilities in
Respect of the Financial Statements

The Directors are responsible for
preparing the Annual Report and
Accounts and the financial statements
in accordance with applicable law
and regulation.

Company law requires the Directors to
prepare financial statements for each
financial year. Under that law, the
Directors have prepared the Group
financial statements in accordance
with U.K.-adopted international
accounting standards and the Parent
Company financial statements in
accordance with United Kingdom
Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards, comprising FRS 101
“Reduced Disclosure Framework”,
and applicable law).

Under company law, Directors must
not approve the financial statements
unless they are satisfied that they give
a true and fair view of the state of
affairs of the Group and Parent
Company and of the profit or loss of
the Group for that period. In preparing
the financial statements, the Directors
are required to:

– select suitable accounting policies
and then apply them consistently;

– state whether applicable

U.K.-adopted international
accounting standards have been
followed for the Group financial
statements and United Kingdom
Accounting Standards, comprising
FRS 101 have been followed for the
Parent Company financial
statements, subject to any material
departures disclosed and explained
in the financial statements;

– make judgments and accounting

estimates that are reasonable and
prudent; and

– prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and Parent Company will
continue in business.

The Directors are responsible for
safeguarding the assets of the Group
and Parent Company and hence for
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.

The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Group’s and Parent Company’s
transactions and disclose with
reasonable accuracy at any time the
financial position of the Group and
Parent Company and enable them to
ensure that the financial statements
and the Directors’ Remuneration
Report comply with the Companies
Act 2006.

The Directors are responsible for the
maintenance and integrity of the
Parent Company’s website. Legislation
in the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.

Directors’ confirmations
The Directors consider that the Annual
Report and Accounts and accounts,
taken as a whole, is fair, balanced and
understandable and provides the
information necessary for
shareholders to assess the Group’s
and Parent Company’s position
and performance, business model
and strategy.

Each of the Directors, whose names
and functions are listed in the Annual
Report and Accounts, confirm that to
the best of their knowledge:

– the Group financial statements,
which have been prepared in
accordance with U.K.-adopted
international accounting standards,
give a true and fair view of the
assets, liabilities, financial position
and profit of the Group;

– the Parent Company financial
statements, which have been
prepared in accordance with United
Kingdom Accounting Standards,
comprising FRS 101, give a true and
fair view of the assets, liabilities and
financial position of the Parent
Company; and

– the Directors' Report includes a fair
review of the development and
performance of the business and
the position of the Group and Parent
Company, together with a
description of the principal risks and
uncertainties that it faces.

Disclosure of information
to auditors
A Directors’ statement in relation to
disclosure of relevant audit
information can be found in the
Directors’ Report on page 149.

Going concern
The Group’s business model, strategy
and viability assessment are set out
in the Strategic Report on pages 1
to 75, along with the Group’s risk
management strategy and the
principal risks that could threaten the
Group’s business model, future
performance and solvency or liquidity.
The Group and Parent Company’s
financial position, cash flows and
liquidity position are discussed in the
notes to the Group and Parent
Company financial statements, along
with the Group and Parent Company’s
objectives, policies and processes for
managing its financial risks and the
Group and Parent Company’s exposure
to liquidity risk and capital risk.

The Directors have considered the
Company’s and the Group’s financial
plan, in particular with reference to
the period to June 2025 (the going
concern period).

The Directors have assessed the
Group’s ability to maintain sufficient
liquidity to fund its operations, fulfill
financial and compliance obligations
as set out in Note 19 and comply with
the minimum liquidity covenant in the
Group’s term loan for the going
concern period. A base case model
was produced reflecting:

– Board reviewed financial plans for

the period; and

– settlement of liabilities and

provisions in line with contractual
terms, which are expected to be fully
approved by the courts as agreed.

The Directors also assessed a “severe
but plausible” downside scenario
which included the following key
changes to the base case within the
going concern period:

– the risk that SUBLOCADE will not

meet revenue growth expectations
in the U.S. by modeling a 10%
decline on forecasts;

– an accelerated decline in U.S.

SUBOXONE film sales to generic
analogues; and

– a further decline in rest of the world
sublingual product net revenues.

Under both the base case and the
downside scenario, sufficient liquidity
exists and is generated from
operations such that all business and
covenant requirements are met for the
going concern period. As a result of
the analysis described above, the
Directors reasonably expect the Group
to have adequate resources to
continue in operational existence for
at least one year from the approval of
these financial statements and
therefore consider the going concern
basis to be appropriate for the
accounting and preparation of these
financial statements.

By Order of the Board
Kathryn Hudson

Company Secretary of Indivior PLC
234 Bath Road
Slough, Berkshire, SL1 4EE
Company Registration
Number: 09237894

March 5, 2024

150

151

GovernanceIndivior Annual Report and Accounts 2023Independent Auditors’ Report

Independent auditors’ report to the
members of Indivior PLC

Report on the audit of the financial statements
Opinion
In our opinion:

– Indivior PLC’s Group financial statements and Parent Company financial statements (the “financial statements”) give a
true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2023 and of the
Group’s profit and the Group’s cash flows for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting

standards as applied in accordance with the provisions of the Companies Act 2006;

– the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure
Framework”, and applicable law); and

Our audit approach
Overview
Audit scope
– Our scope included conducting work in two key territories in which the Group operates. This included having one

component in the US as a full scope component which contributes the majority of the Group's net revenue. In addition,
we scoped in the audit of specific financial statement line items including tax related balances for certain components
in the UK and the US. The group engagement team also carried out audit procedures over ongoing litigation and claims,
consolidation adjustments, share based payments and the Group's external term loan.

– The components where we performed audit work, taken together with our work on central corporate functions,

accounted for approximately 83% of the Group's net revenue and approximately 70% of the Group's profit before tax
adjusted for exceptional items (on an absolute basis).

Key audit matters
– Valuation of provision for, and disclosure and presentation of, ongoing Multidistrict Antitrust Class and State Claims

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

(Group)

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which
comprise: Consolidated and Parent Company Balance Sheets as at 31 December 2023; the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Cash Flow Statement and the
Consolidated and Parent Company Statements of Changes in Equity for the year then ended; and the notes to the
financial statements, which include a description of the principal accounting policies.

Our opinion is consistent with our reporting to the Audit & Risk Committee.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.

Other than those disclosed in Note 4 of the Group financial statements, we have provided no non-audit services to the
Parent Company or its controlled undertakings in the period under audit.

– Accuracy and valuation of sales rebate accruals recognised in the US business in relation to Medicaid for SUBOXONE

and SUBLOCADE (Group)

– Valuation of investments in subsidiaries (Parent Company)

Materiality
– Overall Group materiality: US$11.0m (2022: US$9.0m) based on approximately 1% of net revenue.

– Overall Parent Company materiality: US$16.1m (2022: US$16.3m) based on approximately 1% of total assets.

– Performance materiality: US$8.3m (2022: US$6.8m) (Group) and US$12.1m (2022: US$12.2m) (Parent Company).

The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.

Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matter on ‘Multidistrict claims’ focuses only on the Multidistrict Antitrust class and State claims as opposed
to wider ongoing litigation and claims in the prior year. Similarly, the key audit matter on ‘Sales rebate accruals’ focuses
on accuracy and valuation of these accruals, whereas in the prior year it also included completeness of these accruals.
These key audit matters were refined to reflect our risk assessment in the current year. Otherwise, the key audit matters
below are consistent with last year.

152

153

Financial StatementsIndivior Annual Report and Accounts 2023Independent Auditors’ Report continued

Key audit matter

How our audit addressed the key audit matter

Key audit matter

How our audit addressed the key audit matter

Valuation of provision for, and disclosure and
presentation of, ongoing Multidistrict Antitrust
Class and State Claims (Group)
Refer to Notes 19 and 21 to the Group financial statements
During the year the Group entered into:

– A settlement agreement with the States for US$103m which

was paid during the year.

– A settlement agreement with the end payor class for

US$30m, which was deposited into an escrow account by
the Group. As at 31 December 2023, this settlement
agreement was finally approved by the court.

– A settlement agreement with the direct purchaser class for
US$385m, which was deposited into an escrow account by
the Group. As at 31 December 2023, this agreement was
preliminarily approved by the court and was subject to a
fairness hearing and final court approval.

To reflect the expected payouts under the above settlement
agreements, an expense of US$228m was recorded during the
year on top of the provision previously recognised in 2022.

Although settlement agreements have been reached as at 31
December 2023, during the year there was judgement
involved as to whether this will be settled, the timing of
approval of the settlement and if any adjustment will be
required to the provision recorded as a result. In addition as
at the balance sheet date the direct purchaser settlement
agreement was only preliminarily approved. This area
required a significant amount of audit effort during the year,
involving senior members of the audit team. As such we have
considered this to be a key audit matter.

In February 2024, the settlement agreement with the direct
purchasers was finally approved by the court.

Our audit procedures included, but were not limited to, the
following:

We obtained and read the settlement agreements in respect
of each plaintiff class, and assessed whether appropriate
amounts have been recorded in the Group financial
statements.

We have verified the payments made into the escrow
accounts in respect of the end payor class and direct
purchaser class. We also verified the payment made under
the settlement agreement with the States. We have obtained
confirmation for the balance held in the escrow account for
the direct purchasers settlement as at 31 December 2023.

We have obtained and read the final court approval of the
settlement agreement with the end payors and direct
purchasers.

We have obtained legal confirmations from the Group’s
external legal counsel and read minutes of the Group’s board
meetings and did not identify any contradictory information.

Finally, we have assessed the sufficiency and
appropriateness of disclosures included in the Group
financial statements.

Based on our underlying work, we determined that
disclosures and amounts based on settlement agreements
are appropriately included in Notes 19 and 21 to the Group
financial statements.

Accuracy and valuation of sales
rebate accruals recognised in the US business in
relation to Medicaid for SUBOXONE and
SUBLOCADE (Group)
Refer to Notes 2 and 22 to the Group financial statements
In the US, the Group sells products through both wholesalers
into pharmacies and through specialty pharma distributors.
These sales are subject to a number of different rebate
schemes, including the Medicaid Drug Rebate Program. There
is a time lag between delivery to wholesalers (when revenue
is recognised) and the receipt of claims from those entitled
to rebates and chargebacks, and accordingly an estimate of
the net amount to be received is necessary at the point of
revenue recognition.

At 31 December 2023, accruals in respect of sales rebates,
discounts and returns totalled $507m; 96% of which
originated in the US (31 December 2022: $428m of which 97%
originated in the US).

We focused our audit procedures on the Medicaid sales
rebate accruals for SUBOXONE and SUBLOCADE, as there is
significant estimation and judgement in calculating this
accrual, as well as uncertainty around the invoicing by
certain US states and therefore this accrual may have
volatility in the future.

Given the level of judgement and estimation and the
magnitude of the Medicaid sales rebate accrual balance this
was deemed to be an area at risk of increased risk of
potential management bias.

We have performed the following audit procedures on
management’s estimate:

› Understood and evaluated the end-to-end process around
Medicaid sales rebate accruals, including authorisation,
approval and subsequent payments;

› Performed a retrospective review of the 2022 Medicaid
sales rebate accruals by comparing accruals recognised in
previous periods to actual rebate claims received in order to
test the historical accuracy in calculating these accruals;

› Assessed the reasonableness of management’s accrual by
developing independent point estimates for SUBOXONE and
SUBLOCADE. Specifically, we evaluated management’s
accrual utilising evidence such as the inventory in the
wholesale and retail channel (for SUBOXONE) and specialty
distributor/specialty pharmacy channel (for SUBLOCADE) ,
historical claims/payments, historical product utilisation
based on prescriptions, and pricing changes.

› Engaged our government pricing experts in the US to assess
management’s government pricing policies for
reasonableness and reperformed management’s calculations
of certain pricing inputs to the estimate for SUBOXONE and
SUBLOCADE for selected periods.

› Verified a sample of payments issued to US states and
assessed consistency with the state invoices received.

The Medicaid sales rebate accruals for SUBOXONE and
SUBLOCADE recognised in the Group financial statements
were in line with our internally generated expectations and
based on the work performed we have identified no
indications of management manipulation or bias in relation
to these accruals.

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Key audit matter

How our audit addressed the key audit matter

We have considered the market capitalisation and enterprise
value of the Group as at 31 December 2023 and note that
both exceed the carrying value of investments in subsidiaries
of $1,551m as at 31 December 2023.

In addition, we have considered other internal and external
factors and no impairment triggers have been identified. We
concluded that it is appropriate that no impairment
assessment is required to be performed by management.

Valuation of investments in subsidiaries
(Parent Company)
Refer to Notes 1 and 2 to the Parent Company
financial statements
As at 31 December 2023, the Parent Company had a carrying
value of investment in subsidiaries of $1,551m (2022:
$1,550m). This investment is accounted for at cost less
provision for impairment in the Parent Company’s financial
statements.

Management has performed an analysis of impairment
indicators which shows that the Group’s market
capitalisation (adjusted for net cash) is higher than the
carrying value of investment in subsidiaries.

Management also noted that there were no other indicators
of impairment and as such concluded that no further
assessment for impairment is required.

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Parent Company, the accounting
processes and controls, and the industry in which they operate.

The Group operates as a single business activity and therefore has one reportable segment. The Group financial
statements are a consolidation of 30 legal entities comprising the Group’s operating businesses and consolidation
adjustments. The Group consolidation, financial statements disclosures and corporate functions were audited by the
group engagement team. This included our work over ongoing litigation and claims, recoverability assessment of
intangible assets, tax related balances in the UK, borrowings, net finance expense, share-based payments, investments in
debt and equity securities and equity.

In addition to centralised Group audit procedures, we conducted our audit by concentrating our work on those parts of
the Group that make up the most significant proportions of the financial statements. We identified one component in the
US which was considered financially significant to the Group as it contributes to the majority of the Group's net revenue
and required a full scope audit due to its size. Audit procedures over specific financial statement line items were
performed for certain other components in the UK and US, and the external term loan which is held in an entity in Jersey.
The tax related balances were audited on aggregated numbers for entities located in the UK and the US respectively. The
key changes in our scope from the prior year was the exclusion of one component in Ireland and changing the scope of
one component in the UK from a full scope audit to audit of specific financial statement line items. The Parent Company
is not in Group audit scope as it is a holding company and predominantly eliminates on consolidation which is tested
centrally. We were able to obtain sufficient coverage across all financial statement line items. For the audit of the US
component, we utilised our Richmond, Virginia based component audit team which possesses the relevant knowledge
and experience of the pharmaceuticals industry and regulations in its respective location.

The group engagement team carried out site visits to the US in the current year in addition to the remote reviews and
oversight of the work performed by the component team. We held numerous meetings with our component team,
including via video conference and in person, and performed reviews of the key working papers associated with the
component team’s audit in the US. This helped to ensure that the group audit team was sufficiently involved in the
component auditors’ planned response to the key audit matter in respect of the sales rebate accruals recognised in the
US business in relation to Medicaid for SUBOXONE and SUBLOCADE.

Taken together, the component and corporate functions where we conducted audit procedures accounted for
approximately 83% of the Group’s net revenues and approximately 70% of the Group’s profit before tax adjusted for
exceptional items (on an absolute basis). This provided the evidence we needed for our opinion on the Group financial
statements taken as a whole. This was before considering the disaggregated Group level analytical review procedures,
which covered certain of the Group’s smaller and lower risk components that were not directly included in our Group
audit scope.

The impact of climate risk on our audit
As part of our audit, we have focused on two aspects with respect to the impact of climate change, being how climate-
related risk has impacted the financial statements and the consistency of disclosures between the financial statements
and other parts of the Annual Report.

We made enquiries of management to understand the Group's process of identifying and assessing the impact of
climate-related risks. We also understood how management has considered the impact of the identified climate-related
risks in the underlying assumptions and estimates used within the financial statements.

During 2023, the Group engaged external advisors to complete a quantitative scenario analysis considering the current
and emerging risks and opportunities linked to climate change; however no material risks to the Group's operations were
identified. The Group has made no external commitments to take any actions with respect to climate change, however,
there are projects set up for consideration going forward.

In addition to enquiries with management, we have read the report prepared by management's external advisors, other
external reporting by the Group such as the CDP public submission and the Group's sustainability report. We challenged
the completeness of management’s climate risk assessment by checking the consistency of the above with management’s
plans and committee minutes.

Management has not identified any material risk which can be expected to have an impact on the disclosures included in
the financial statements. We have assessed the estimates and assumptions made by management in preparing the
financial statements, and did not identify any areas where any of the climate-related risks would have a material impact.

We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task
Force on Climate-related Financial Disclosures (“TCFD”) section) within the Annual Report with the financial statements
and our knowledge obtained from our audit.

Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall
materiality

How we
determined it

Rationale for
benchmark
applied

Financial statements – Group

Financial statements – Parent Company

US$11.0m (2022: US$9.0m).

US$16.1m (2022: US$16.3m).

Approximately 1% of net revenue.

Approximately 1% of total assets.

As the Group’s net revenue is
considered to be the key metric for
growth, we have considered net
revenue to be the most appropriate
benchmark for materiality.

As explained in the scoping section and based on our professional
judgement, the Parent Company is not in Group audit scope as it is a
holding company which is predominantly eliminated on consolidation. We
believe total assets is the primary measure used by the shareholders in
assessing the financial position of the entity, and this is a generally
accepted benchmark for calculating materiality for holding companies.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between US$5.0m and US$8.9m.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall
materiality, amounting to US$8.3m (2022: US$6.8m) for the Group financial statements and US$12.1m (2022: US$12.2m) for
the Parent Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.

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Independent Auditors’ Report continued

We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit
above US$0.5m (Group audit) (2022: US$0.5m) and US$1.6m (Parent Company audit) (2022: US$1.6m) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group's and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:

– obtaining management's model, agreeing the underlying cash flow projections to Board approved forecasts and

understanding how these forecasts are compiled;

– testing the mathematical accuracy of the spreadsheet used to model future financial performance and determine
whether the cash liquidity covenant and minimum cash threshold for operations set by management will be met;

– verifying that assumptions used are consistent with those modelled in relation to impairment assessments and

deferred tax recoverability and understanding the rationale behind any differences where noted;

– evaluating the key assumptions within management’s forecasts, including assessing the appropriateness of these

forecasts by comparing to third-party data for revenue streams and historical actual data;

– assessing whether the downside model prepared by management considered the risks facing the business and

appropriately models assumptions which are 'severe but plausible';

– performing additional sensitivities on the downside model by incorporating a further decline in revenues; and

– obtaining and reading the final court order in respect of direct purchasers settlement to assess there is no additional

cash payout required in this matter.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group's and the Parent Company’s ability to continue
as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
Group's and the Parent Company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.

Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement
of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.

Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors' Report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the
course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

Directors’ Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.

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Financial StatementsIndivior Annual Report and Accounts 2023Independent Auditors’ Report continued

Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and
that part of the corporate governance statement relating to the Parent Company’s compliance with the provisions of the
UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being managed or mitigated;

– The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and
Parent Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;

– The directors’ explanation as to their assessment of the Group's and Parent Company’s prospects, the period this

assessment covers and why the period is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able to

continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Group and Parent Company was
substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process
supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge
and understanding of the Group and Parent Company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,

and provides the information necessary for the members to assess the Group’s and Parent Company's position,
performance, business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

– The section of the Annual Report describing the work of the Audit & Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Parent
Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities in Respect of the Financial Statements, the
directors are responsible for the preparation of the financial statements in accordance with the applicable framework
and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws
and regulations related to pharmaceutical regulatory requirements (including, but not limited to, those of the Federal
Trade Commission, US Food and Drug Administration, the European Medicines Agency and the UK Medicines and
Healthcare products Regulatory Agency) in addition to the on-going compliance requirements with respect to the
‘Corporate Integrity Agreement’ ("CIA") with the Office of Inspector General of the U.S. Department of Health and Human
Services (refer to the Risk Management section of the Annual Report), and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered those laws and regulations that
have a direct impact on the financial statements such as the Companies Act 2006 and US, UK and European tax
legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to
management bias in accounting estimates and judgements in relation to Medicaid sales rebate accruals for SUBOXONE
and SUBLOCADE, and posting inappropriate journal entries to manipulate revenue. The Group engagement team shared
this risk assessment with the component auditors so that they could include appropriate audit procedures in response to
such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors
included:

– Inquiries of management (including the Chief Executive Officer, Chief Financial Officer, VP Internal Audit, Chief Integrity
and Compliance Officer and the Group’s Chief Legal Officer) and external legal advisors, including consideration of
known or suspected instances of non-compliance with laws and regulation and fraud;

– Reading key correspondence with regulatory authorities, including the reporting required under the terms of the CIA,

and inquiries with external and internal legal counsel;

– Reviewing component auditors’ working papers;

– Reading and assessing internal audit reports;

– Challenging assumptions made by management in its significant accounting estimates on Medicaid sales rebate

accruals for SUBOXONE and SUBLOCADE;

– Obtaining an understanding of management’s controls designed to prevent and detect irregularities;

– Assessment of matters reported on the Group’s whistleblowing helpline and the results of management’s investigation

of such matters; and

– Identifying and testing journal entries which exhibit certain risk criteria such as unusual account combinations while

recording revenue.

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Consolidated Income Statement

For the year ended December 31

Net revenue

Cost of sales

Gross profit

Selling, general and administrative expenses

Research and development expenses

Net other operating income

Operating loss

Finance income

Finance expense

Net finance income/(expense)

Profit/(loss) before taxation

Income tax benefit

Net income/(loss)

Earnings/(loss) per ordinary share (in dollars)

Basic earnings/(loss) per share

Diluted earnings/(loss) per share

Notes

2023
$m

1,093

(186)

907

(811)

(106)

(4)

(38)

2022
$m

901

(159)

742

(763)

(72)

(85)

(29)

(10)

(95)

(53)

$0.01

($0.38)

$0.01

($0.38)

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample
is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report
This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not

been received from branches not visited by us; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– the Parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment
Following the recommendation of the Audit & Risk Committee, we were appointed by the members on 23 December 2014
to audit the financial statements for the year ended 31 December 2014 and subsequent financial periods. The period of
total uninterrupted engagement is 10 years, covering the years ended 31 December 2014 to 31 December 2023.

Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the
Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard ("ESEF RTS"). This auditors’ report
provides no assurance over whether the annual financial report has been prepared using the single electronic format
specified in the ESEF RTS.

Darryl Phillips (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London

5 March 2024

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Financial StatementsIndivior Annual Report and Accounts 2023

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

For the year ended December 31

Net income/(loss)

Other comprehensive income/(loss)

Items that may be reclassified to profit or loss in subsequent years:

Foreign currency translation adjustment, net

Other comprehensive income/(loss)

Total comprehensive income/(loss)

2023
$m

2022
$m

(53)

(19)

(72)

As at December 31

Assets
Non-current assets

Intangible assets

Property, plant and equipment

Right-of-use assets

Deferred tax assets

Investments

Other assets

Current assets

Inventories

Trade receivables

Other assets

Current tax receivable

Investments

Cash and cash equivalents

Total assets

Liabilities
Current liabilities

Borrowings

Provisions

Other liabilities

Trade and other payables

Lease liabilities

Current tax liabilities

Non-current liabilities

Borrowings

Provisions

Other liabilities

Lease liabilities

Total liabilities

Net assets

Equity
Capital and reserves

Share capital

Share premium

Capital redemption reserve

Other reserves

Foreign currency translation reserve

Retained earnings

Total equity

Notes

2023
$m

2022
$m

237

268

691

142

254

457

—

316

219

510

114

220

119

774

1,263

1,954

1,259

1,769

(3)

(407)

(125)

(743)

(9)

(18)

(3)

(303)

(79)

(617)

(8)

(9)

(1,305)

(1,019)

(236)

(12)

(367)

(34)

(649)

(237)

(5)

(428)

(29)

(699)

(1,954)

(1,718)

—

(1,295)

(35)

(39)

1,244

1,303

—

The financial statements on pages 163 to 205 were approved by the Board of Directors on March 5, 2024 and signed on its
behalf by:

Mark Crossley
Director

Ryan Preblick
Director

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Financial StatementsIndivior Annual Report and Accounts 2023

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Balance at January 1, 2022

Comprehensive loss

Net loss

Other comprehensive loss

Total comprehensive loss

Transactions recognized directly in equity

Shares issued

Share-based plans

Settlement of tax on equity awards

Shares repurchased and canceled

Transfer to share repurchase liability

Taxation on share-based plans

Total transactions recognized directly in
equity

Share
capital
$m

Share
premium
$m

Capital
redemption
reserve
$m

Other
reserves
$m

Notes

Foreign
currency
translation
reserve
$m

Retained
earnings
$m

(1,295)

(20)

1,438

—

(3)

—

(2)

—

(19)

—

(53)

—

(53)

—

(10)

(90)

(9)

(82)

(80)

Total
equity
$m

203

(53)

(19)

(72)

(10)

(90)

(9)

Balance at December 31, 2022

(1,295)

(39)

1,303

Balance at January 1, 2023

Comprehensive income

Net income

Other comprehensive income

Total comprehensive income

Transactions recognized directly in equity

Shares issued

Share-based plans

Settlement of tax on equity awards

Shares repurchased and canceled

Transfer to share repurchase liability

Transfer from share repurchase liability

Taxation on share-based plans

Total transactions recognized directly in
equity

(1,295)

(39)

1,303

—

(1)

—

(22)

(33)

(23)

(14)

(61)

(22)

(33)

(23)

(14)

(57)

Balance at December 31, 2023

(1,295)

(35)

1,244

—

For the year ended December 31

Operating loss

Adjustments for:

Depreciation and amortization of property, plant and equipment and intangible assets

Depreciation of right-of-use assets

Gain on disposal of intangible assets

Share-based payments expense for the year

Impact from foreign exchange movements

Settlement of tax on employee awards

Increase in trade receivables

(Increase)/Decrease in current and non-current other assets

Increase in inventories

Increase/(Decrease) in trade and other payables
Increase in provisions and other liabilities1
Cash (used in)/provided by operations

Interest paid

Interest received

Tax refunds

Taxes paid

Transaction costs related to debt refinancing

Net cash outflow from operating activities

Cash flows from investing activities
Acquisition of assets, net of cash acquired

Acquisition of business

Purchase of property, plant and equipment

Purchase of investments

Maturity of investments

Purchase of intangible assets

Proceeds from disposal of intangible assets

Net cash outflow from investing activities

Cash flows from financing activities

Repayment of borrowings
Principal elements of lease payments

Lease incentive received

Shares repurchased and canceled

Proceeds from the issuance of ordinary shares

Net cash outflow from financing activities

Exchange difference on cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

Notes

9, 10

17
11
11
23

2023
$m

(4)

—

(11)

(22)

(33)

(415)

(21)

115

(292)

(32)

(52)

—

(315)

(124)

(5)

(8)

(45)
129
(45)

—

(98)

(12)

(8)

(33)

(46)

(458)

774

316

2022
$m

(85)

(1)

(3)

(10)

(21)

(25)

(98)

197

(24)

—

(57)

(1)

(4)

—

(5)

(245)

27
(1)

(223)

(3)

(9)

—

(90)

(100)

(1)

(328)

1,102

774

1. Changes in the line item provisions and other liabilities for 2023 include litigation settlement payments totaling $195m (2022: $108m). Refer to

Note 19.

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements

Adoption of new and revised standards
The following new IFRS standards have been adopted by
the Group from January 1, 2023:

International Tax Reform - Pillar Two Model Rules -
Amendments to IAS 12
In December 2021, the Organisation for Economic Co-
Operation and Development ("OECD") released the Global
Anti-Base Erosion (Pillar Two) model rules, which provide a
framework for the introduction of a global minimum
effective tax rate of 15%, applicable to large multinational
groups. In May 2023, the International Accounting
Standards Board issued ‘International Tax Reform—Pillar
Two Model Rules, Amendments to IAS 12’. The amendments
mandate a temporary exception to the accounting for
deferred taxes arising from Pillar Two tax legislation and
introduce additional disclosure requirements for affected
entities. The Group has applied this IAS 12 amendment;
refer to Note 7 for details.

IFRS 17 Insurance Contracts
IFRS 17 was issued in May 2017 as a replacement for IFRS 4
Insurance Contracts and applies to annual reporting
periods beginning on or after January 1, 2023. IFRS 17
establishes the principles for the recognition,
measurement, presentation and disclosure of insurance
contracts within the scope of the standard. The Group has
assessed its contractual arrangements considering the
requirements of IFRS 17 and determined that all significant
contracts with insurance-like features such as leases and
parent-subsidiary guarantees are excluded from the scope
of the standard. Accordingly, IFRS 17 did not impact the
consolidated financial statements.

New accounting standards issued but not
yet effective
Certain new accounting standards, amendments to
accounting standards and interpretations have been
published that are not mandatory for December 31, 2023
reporting periods and have not been early adopted by the
Group. These standards, amendments or interpretations
are not expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable
future transactions.

1. General information
Indivior PLC (the “Company”) and its subsidiaries (together,
“Indivior” or the “Group”) are predominantly engaged in
the development, manufacture and sale of buprenorphine-
based prescription drugs for the treatment of opioid
dependence, and co-occurring disorders (the “Indivior
Business”).

The Company is a public limited company incorporated
and domiciled in England, United Kingdom on September
26, 2014, and is the holding company for the Group. The
address of the registered office and company number are
stated on page 215.

The principal accounting policies adopted in the
preparation of these financial statements are set out
below. Unless otherwise stated, these policies have been
consistently applied to all years presented.

2. Basis of preparation and accounting
policies
Basis of preparation
The annual financial statements of the Group have been
prepared in accordance with U.K.-adopted International
Accounting Standards ("IAS") and with the requirements of
the Companies Act 2006 as applicable to companies
reporting under those standards.

The financial statements are presented in U.S. dollars ($)
and are prepared on a historical cost basis except where
otherwise stated. Amounts denoted in “m” represent
millions and “k” represent thousands.

Following the effectiveness of the additional U.S. listing of
Indivior shares, presentation of exceptional items and
adjusted results has been removed from the consolidated
financial statements. This change creates consistency with
presentation of financial statements included in Indivior’s
SEC registration statement and better aligns to the market
practice for companies with U.S. listings. The change has
been applied to all periods presented.

In preparing the financial statements, the Group
considered the potential impact of climate change. The
Task Force on Climate-related Financial Disclosures
("TCFD") reporting framework consists of a list of
recommendations for companies to consider. In
accordance with the TCFD reporting framework,
management has qualitatively and quantitatively assessed
the impact of the scenario assessments on the Group's
physical and transitional risks. Based on this assessment,
the Group concluded that climate change did not have a
significant or material impact on the Group's business or
on the financial reporting judgments or estimates. The
Group will continue to monitor, assess and, as appropriate,
account for the impact of climate change prospectively.

2. Basis of preparation and accounting
policies continued
Going concern assessment
The Directors have considered the Company’s and the
Group’s financial plan, in particular with reference to the
period to June 2025 (the going concern period).

The Directors have assessed the Group’s ability to maintain
sufficient liquidity to fund its operations, fulfill financial
and compliance obligations as set out in Note 19, and
comply with the minimum liquidity covenant in the Group’s
term loan for the going concern period. A base case model
was produced reflecting:

– Board reviewed financial plans for the period; and

– settlement of liabilities and provisions in line with
contractual terms, which are expected to be fully
approved by the courts as agreed.

The Directors also assessed a “severe but plausible”
downside scenario which included the following key
changes to the base case within the going concern period:

– the risk that SUBLOCADE will not meet revenue growth
expectations in the U.S. by modeling a 10% decline on
forecasts;

co-terminous with the Company’s. For IFRS reporting,
subsidiaries’ accounting policies are consistent with the
policies adopted by the Group.

Accounting policies
Foreign currency translation
The financial statements of each Group entity are
measured using the currency of the primary economic
environment in which the entity operates (the functional
currency), which is generally the local currency with the
exception of treasury and holding companies where the
functional currency is the U.S. dollar. The Group’s
presentation currency is the U.S. dollar.

Foreign currency transactions are translated into the
functional currency using exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of foreign currency
transactions and from the remeasurement of monetary
assets and liabilities denominated in foreign currencies
are recognized within SG&A in the consolidated income
statement.

The exchange rates used for the translation of currencies
into U.S. dollars that have the most significant impact on
the Group’s results were:

– an accelerated decline in U.S. SUBOXONE film sales to

GBP year-end exchange rate

generic analogues; and

GBP average exchange rate

2023

2022

1.2731

1.2435

1.2083

1.2386

– a further decline in rest of the world sublingual product

net revenue.

Under both the base case and the downside scenario,
sufficient liquidity exists and is generated from operations
such that all business and covenant requirements are met
for the going concern period. As a result of the analysis
described above, the Directors reasonably expect the
Group to have adequate resources to continue in
operational existence for at least one year from the
approval of these financial statements and therefore
consider the going concern basis to be appropriate for the
accounting and preparation of these financial statements.

Basis of consolidation
The consolidated financial statements include the results
of the Company and its subsidiaries. Subsidiaries are those
investees, including structured entities, the Group controls
because the Group (i) has power to direct the relevant
activities of the investees that significantly affect their
returns, (ii) has exposure, or rights, to variable returns from
its involvement with the investees, and (iii) has the ability
to use its power over the investees to affect its returns.
Subsidiaries are consolidated from the date on which
control is transferred to the Group (acquisition date) and
are deconsolidated from the date on which control ceases.
Intra-Group transactions, outstanding balances payable or
receivable and unrealized income and expense on
transactions between Group entities have been eliminated
on consolidation. All subsidiaries have year ends which are

EUR year-end exchange rate

EUR average exchange rate

1.1037

1.0814

1.0698

1.0545

The financial statements of subsidiaries with different
functional currencies are translated into U.S. dollars on the
following basis:

– Assets and liabilities at the year-end rate.

– Profit and loss account items at the weighted average

exchange rate for the year.

Exchange differences arising from translation of retained
earnings and the net investment in foreign entities are
recognized in the statement of comprehensive income on
consolidation.

Revenue
Net revenue is generated from sales of pharmaceutical
products, net of accruals for returns, discounts, incentives
and rebates (“allowances”). Direct customers are often
wholesalers, specialty pharmacies and specialty
distributors of pharmaceutical products; indirect
customers are often government-sponsored programs or
commercial insurers with whom the Group has separate
pricing and formulary agreements.

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2. Basis of preparation and accounting
policies continued
Net revenue is recognized when a contractual promise to a
customer (performance obligation) has been fulfilled by
transferring control over pharmaceutical products to the
direct customer, substantially all of which is upon receipt
of the products by the customer, and therefore all revenue
is recognized at a “point in time.” The amount of net
revenue recognized is based on the consideration
expected in exchange for pharmaceutical products,
including reductions in revenue for rebates expected to be
paid to indirect customers. The consideration Indivior
receives may be fixed or variable. Variable consideration is
only recognized when it is highly probable that a
significant reversal will not occur. The Group has no
material contracts with more than one performance
obligation.

Management is required to determine the net transaction
price in respect of each of its contracts with direct and
indirect customers. In making such judgment, management
assesses the impact of any variable consideration in the
contract due to allowances. These are estimated and
recognized in the period in which the underlying
performance obligation is fulfilled as a reduction of net
revenue.

The following are the Group’s significant categories of
allowances:

– Government and commercial rebates

The Group records accruals for rebates for governmental
programs as a reduction of sales when the product is
sold into the distribution channel. The Group pays
rebates to individual U.S. states for all eligible units
purchased under the Medicaid Drug Rebate Program in
the United States ("Medicaid") based on a “per unit
rebate” calculation, which is based on the Group’s
average manufacturer prices and applicable
supplemental agreements.

Management estimates expected unit sales under
Medicaid and adjusts its rebate accrual based on actual
unit, per unit rebate amounts and changes in trends in
Medicaid utilization.

Commercial rebates include amounts payable to payers
and healthcare providers under contractual
arrangements and may vary by product.

Government and commercial rebates are estimated
using contracted rates, historical and estimated payer
mix, historical utilization trends and payment processing
time lag. Additionally, in developing estimates,
management considers statutory rebate requirements,
estimated patient mix, known market events or trends,
channel inventory data obtained from third parties and
other pertinent internal or external information.
Management assesses and updates estimates each

reporting period to reflect billing trends and other
current information.

– Chargebacks

Chargebacks relate to discounts that occur when
contracted indirect customers purchase directly from
wholesalers and specialty distributors at a contracted
price. The wholesaler or specialty distributor, in turn,
then generally charges back to the Group the difference
between the wholesale acquisition cost and the
contracted price paid to the wholesaler or specialty
distributor by the customer.

Management estimates the accrual for these
chargebacks based on historical and expected utilization
of these programs.

– Allowance for sales returns

Returns are generally made if the product is damaged,
defective or otherwise cannot be used by the customer.
In the United States, the Group typically permit returns
six months prior to and up to twelve months after the
product expiration date. Outside the United States,
returns are only allowed in certain countries on a limited
basis.

Accruals for product returns are estimated based
primarily on analysis of the Group’s historical product
return patterns, expected future returns, and contractual
agreement terms. Estimated returns are accrued in the
period the related revenue is recognized.

– Sales discounts

Wholesalers, specialty pharmacies and specialty
distributors of the Group’s products are generally offered
various forms of consideration, including discounts,
service fees and prompt payment discounts, for
distributing the products. Wholesaler and specialty
distributor allowances and service fees arise from
contractual agreements and are estimated as a
percentage of the price at which the Group sells product
to them. In addition, customers are offered a prompt pay
discount for payment within a specified contractual
period. Prompt pay discounts are classified as liabilities.

Management also takes account of factors such as levels of
inventory in its various distribution channels, product
expiry dates and information about potential entry of
competing products into the market. In each case, the
accruals made for allowances noted above are subject to
continuous review and adjustment as appropriate, based
on the most recent information available to management.

Adjustments to the accruals may be necessary based on
actual utilization information submitted to the Group (in
the case of accruals for rebates related to sales targets or
contractual rebates), claims/invoices received (in the case
of regulatory rebates and chargebacks) and actual return
rates.

Net other operating income
Net other operating income is credited to the consolidated
income statement as earned.

Finance income and expense
Finance income represents interest earned on invested
cash balances plus interest income from debt securities
which is included in finance income using the effective
interest method. Finance income on cash and cash
equivalents and investments is recognized in the
consolidated income statement in the period earned.

Finance costs of borrowings are recognized in the
consolidated income statement over the term of those
borrowings. Finance costs related to lease arrangements
are recognized in the consolidated income statement over
the lease period. Finance costs on significant legal matters
are generally recognized in the consolidated income
statement over the settlement payment period.

Income tax
Income tax for the year comprises current and deferred
tax. Current tax is the expected tax payable on taxable
income for the year, using tax rates enacted, or
substantively enacted, at the balance sheet date, and any
adjustment to tax payable in respect of previous years.

Income tax is recognized in the consolidated income
statement except to the extent that it relates to items
recognized in other comprehensive income or directly in
equity. In this case, the tax is also recognized in other
comprehensive income or directly in equity, respectively.

Current tax for the current and prior periods is recognized
as a liability to the extent that it has not yet been settled,
and as an asset to the extent that the amounts already
paid exceed the amount due.

Deferred tax is recognized on temporary differences arising
between the tax bases of assets and liabilities and their
carrying amounts in the financial statements using the
balance sheet approach. Deferred tax is not recorded if it
arises from the initial recognition of an asset or liability in
a transaction (other than a business combination) that
affects neither accounting nor taxable profit or loss at that
time. Deferred tax is determined using tax rates (and laws)
that have been enacted or substantively enacted at the
balance sheet date and apply when the deferred tax asset
or liability is expected to reverse. They are revalued for
changes in tax rates when new tax rates are substantively
enacted.

2. Basis of preparation and accounting
policies continued
Operating segments
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision-maker ("CODM"). The CODM, who is responsible
for allocating resources and assessing performance of the
operating segments, has been identified as the Chief
Executive Officer ("CEO").

Cost of sales
Cost of sales are recognized as the associated net revenue
is recognized or when the asset no longer represents a
probable future economic benefit. Cost of sales include
manufacturing costs, movements in provisions for
inventories, inventory write-offs, depreciation and
impairment charges in relation to manufacturing assets,
and amortization of marketed products.

Selling, general and administrative expenses
Selling, general and administrative expenses ("SG&A")
comprise personnel costs, as well as marketing expenses,
consulting services, depreciation of fixed assets, travel and
other selling and distribution related expenses, corporate
overheads, patent-related costs and other administrative
expenses. Selling, general and administrative expenses
also include expenses relating to recognition or release of
legal provisions.

Expenses are recognized in respect of goods and services
received when supplied in accordance with contractual
terms. Marketing, promotional and other selling expenses
are charged to the consolidated income statement as
incurred.

Research and development
Research and development expenses comprise internal
and external research expenses. Internal R&D expenses
include employee related expenses, occupancy costs,
depreciation of corresponding equipment and other costs.
External R&D expenses include costs related to clinical
trials, non-clinical activity and laboratory services.
Research expenditure is charged to the consolidated
income statement in the year in which it is incurred.

Development expenditure is expensed as incurred, unless
it meets the requirements of IAS 38 to be capitalized and
then amortized over the useful life of the developed
product, once commercialized.

The Group has determined that filing for regulatory
approval is generally the earliest point at which internal
development costs can be capitalized. However, judgment
is exercised when assessing the point at which it is
probable the asset created will generate future economic
benefits, which may not be until final regulatory approval
for certain assets. All internal development expenditure
incurred prior to filing for regulatory approval is therefore
expensed as incurred.

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2. Basis of preparation and accounting
policies continued
Intangible assets
Intangible assets are carried at cost less accumulated
amortization and impairment.

Payments made in respect of acquired distribution rights
are capitalized when it is probable that the expected future
economic benefits attributable to the asset will flow to the
Group. The useful life of the acquired distribution rights is
determined based on legal, regulatory, contractual,
competitive, economic or other relevant factors. Acquired
rights with finite lives are subsequently amortized using
the straight-line method over their expected useful
economic lives.

Payments related to the acquisition of rights to products in
development or marketed products are capitalized if it is
probable that future economic benefits from the asset will
flow to the Group. Probability of future economic benefit is
assumed for all payments made for externally acquired
products in development and therefore capitalized.
Subsequent success-based milestone payments up to and
including approval are capitalized when achieved. Products
in development are not amortized as they are not yet in
use but are assessed for impairment at the end of each
reporting period. Once approved in their primary market,
products in development are transferred to marketed
products.

Marketed products are amortized over their useful
economic life, which is generally estimated as the patent
life within the product’s primary market. Amortization of
marketed products is recognized within cost of sales. All
products are assessed for impairment indicators at the
end of each reporting period and tested for impairment
annually.

Acquired computer software licenses and related
implementation costs are capitalized at cost. These costs
are typically amortized on a straight-line basis, generally
over a period of up to five years. For cloud-based software
licenses, implementation costs are expensed as incurred
and subscription costs are expensed ratably over the
license period.

Goodwill is initially measured as any excess of the fair
value of the acquired business over the fair value of the
net identifiable assets acquired. Goodwill is not amortized
but is assessed for impairment at the end of each
reporting period.

Gains and losses on the disposal of intangible assets are
determined by comparing the asset’s carrying value with
any sale proceeds and are included in the consolidated
income statement.

The carrying values of intangible assets are reviewed for
impairment annually and/or when events or changes in
circumstances indicate the carrying value may be impaired
depending on the intangible asset type. If any such
indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of impairment
loss. Where it is not possible to estimate the recoverable
amount of an individual asset, management estimates the
recoverable amount of the cash-generating unit ("CGU") to
which it belongs. Goodwill is tested for impairment at the
operating segment level, this being the level at which
goodwill is monitored for internal management purposes.
As discussed in Note 3, the Group is engaged in a single
business activity and operates in a single reportable
segment.

Property, plant and equipment
Property, plant and equipment are stated at historic cost
less accumulated depreciation and impairment, with the
exception of land, which is shown at cost less impairment.
Cost includes expenditure that is directly attributable to
the acquisition of the asset.

The cost of subsequent improvements and enhancements
is included in the asset’s carrying amount or recognized as
a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will
flow to the Group and the cost of the item can be reliably
measured.

Except for freehold land and assets under construction, the
cost of property, plant and equipment is depreciated on a
straight-line basis over the expected useful life of the
asset. For this purpose, expected lives are determined
within the following limits:

– freehold buildings: not more than 20 years;

– plant and equipment: not more than 10 years;

– motor vehicles and computer equipment: not more than

4 years; and

– leasehold improvements: up to the expected lease term.

Assets’ residual values and useful lives are reviewed, and
adjusted, if necessary, at each balance sheet date.
Property, plant and equipment are reviewed for
impairment if events or changes in circumstances indicate
that the carrying amount may not be appropriate. Freehold
land is reviewed for impairment on an annual basis.

Gains and losses on the disposal of property, plant and
equipment are determined by comparing the asset’s
carrying value with any sale proceeds and are included in
the consolidated income statement.

2. Basis of preparation and accounting
policies continued
Leases and right-of-use asset
The Group leases various properties and equipment
(including vehicles). Rental contracts are typically made for
fixed periods of 3 to 10 years but may have termination or
extension options. Management assesses whether it is
reasonably certain to exercise the options at lease
commencement and subsequently, if there is a change in
circumstances within its control. Extension options (or
periods after termination options) are only included in the
lease term if the lease is reasonably certain to be extended
(or not terminated). Such assessment involves
management judgment and estimations based on
information at the time the assessments are made.

As a lessee, management assesses whether a contract
conveys the right to control use of an identified asset for a
period in exchange for consideration, in which case it is
classified as a lease. The Group recognizes a right-of-use
asset (lease asset) and a corresponding liability at the
lease commencement date, measured on a present value
basis.

Leases with a term of 12 months or less (short-term leases)
and low-value leases are not recognized on the balance
sheet. For these short-term and low-value leases, the
Group recognizes the lease payments as an operating
expense on a straight-line basis over the term of the lease.

The Group’s right-of-use assets are calculated based upon
the following:

– the amount of the initial measurement of the lease

liability;

– any lease payments made to the lessor at or before the

commencement date, less any lease incentives (e.g., rent
abatements, tenant improvement allowances) received;
and

– any initial direct costs incurred by the Group.

Right-of-use assets are amortized on a straight-line basis
from the commencement date of the lease over the shorter
of the lease term or useful life of the right-of-use asset.
Right-of-use assets are assessed for impairment whenever
there is an indication the carrying amount may not be
recoverable, generally using cash flow projections for the
cash-generating unit in which the right-of-use asset
belongs.

Lease liabilities are initially measured at the present value
of the lease payments to be made over the lease term
using the discount rate for the lease at lease
commencement. If the interest rate implicit in the lease
can be determined, it will be used to measure the liability.
If an interest rate is not implicit in the lease, the
incremental borrowing rate for the respective loan type at
the date of commencement will be used, which ranged
from 3.9% to 11.8%. The incremental borrowing rate is

determined by referencing the cost of borrowing in recent
debt issuances for entities with comparable credit ratings,
adjusted for the term of the lease and country of origin.

The Group remeasures the lease liability (and makes a
corresponding adjustment to the related right-of-use
asset) whenever the lease terms or expected payments
under the lease change, or a modification occurs that is
not accounted for as a separate lease. Lease payments are
allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period to
produce a constant periodic rate of interest on the
remaining balance of the liability for each period. Principal
elements of lease payments are recognized as cash flows
from financing activities.

Investments
Investments comprise holdings in equity and debt
securities. Investments in equity securities held for trading
or for which the Group has not elected to recognize fair
value gains and losses through other comprehensive
income are initially recorded and subsequently measured
at fair value through profit or loss ("FVPL"). Investments in
debt securities are initially recorded at fair value plus or
minus directly attributable transaction costs and
remeasured on the basis of the Group’s business model
and the contractual cash flow characteristics.

The Group’s investments in debt securities are held at
amortized cost as the Group’s intention is to hold these
investments to maturity and collect contractual cash flows
that are solely payments of principal and interest.

The Group applies an expected credit loss impairment
model to financial instruments held at amortized cost. The
recognition of a loss allowance is limited to 12-month
expected credit losses unless credit risk increases
significantly, which would require lifetime expected credit
losses to be applied. When measuring expected credit
losses, investments are grouped based on similar credit
risk characteristics. Management uses judgment in
selecting the inputs to the impairment model based on
historical loss rates for similar instruments, current
conditions and forecasts of future economic conditions.

Inventories
Raw materials, stores and consumables, work in progress
and finished goods are stated at the lower of cost or net
realizable value. Cost comprises materials, direct labor and
an appropriate portion of overhead expenses (based on
normal operating capacity) required to get the inventory to
its present location and condition. Inventory valuation is
determined on a first in, first out basis. Selling expenses,
product amortization and certain other overhead expenses
are excluded from product cost. Net realizable value is the
estimated selling price less applicable selling expenses.
Impairment of inventory is recognized in cost of sales.

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2. Basis of preparation and accounting
policies continued
Trade receivables
Trade receivables are initially recognized at their invoiced
amounts less estimated adjustments for deductions such
as cash discounts. Trade receivables consist of amounts
due from customers, primarily wholesalers and
distributors, for which there is no significant history of
default. The credit risk of customers is assessed, taking
into account their financial positions, past experiences and
other relevant factors. Individual customer credit limits are
imposed based on these factors.

Provisions for expected credit losses are established using
an expected credit loss model ("ECL"). The provisions are
based on a forward-looking ECL, which includes possible
default events on the trade receivables over the entire
holding period. These provisions represent the difference
between the carrying amount in the consolidated balance
sheet and the estimated collectible amount. Charges for
ECL are recognized in the consolidated income statement
within SG&A expenses.

Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current
balances with banks and similar institutions, and highly
liquid investments with original maturities of less than
three months.

Borrowings
Interest-bearing borrowings are recognized initially at fair
value less attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated
at amortized cost, with any difference between cost and
redemption value being recognized within finance expense
in the consolidated income statement over the year of the
borrowings on an effective interest basis.

Borrowings are classified as a current liability unless the
Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.

Provisions and other liabilities
Provisions are recognized when the Group has a present
legal or constructive obligation as a result of past events,
an outflow of resources to settle that obligation is more
likely than not, and the amount can be reliably estimated.
Provisions are measured at the present value of
management’s best estimate of the expenditure required
to settle the present obligation at the reporting date.
Provisions are reviewed regularly, and amounts updated
where necessary to reflect the latest assumptions. The
assessment of provisions can involve complex judgments
about future events and can rely heavily on judgments and
estimates. Given the inherent uncertainties related to
these judgments and estimates, the actual outflows
resulting from the realization of those risks could differ
adversely and materially from management’s assessments.

Other liabilities represent contractual obligations to third
parties where the amount and timing of payments is fixed.
Where other liabilities are not interest-bearing and the
impact of discounting is significant, other liabilities are
recorded at their present value, generally using a discount
rate appropriate to the liability or approximating a market
interest rate at the time the Group entered into the
obligation.

Trade and other payables
Trade and other payables are recognized initially at fair
value and, where applicable, subsequently measured at
amortized cost using the effective interest method. Accrual
balances are reviewed and adjusted in light of actual
experience of rebates, discounts or allowances given and
returns made and any expected changes in arrangements.
Future events could cause the assumptions on which the
accruals are based to change, which could affect the future
results of the Group. Please refer to the revenue
accounting policy for further details on accruals for
rebates, discounts and returns.

Employee share-based plans
The Group operates three equity-settled executive and
employee share plans. For all grants of share options and
awards, the fair value at the grant date is calculated using
appropriate pricing models. The grant date fair value is
recognized over the vesting period as an expense, with a
corresponding increase in retained earnings.

Employee short-term obligations
Liabilities for salaries and wages, including non-monetary
benefits, vacation and accumulating sick leave expected to
be settled within 12 months after the end of the period in
which the employees render the related service, are
recognized in respect of employees’ services up to the end
of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The
liability for vacation and accumulating sick leave is
recognized in the provision for employee benefits. All other
short-term employee benefits are included within trade
and other payables.

Pension commitments
Some companies within the Group operate defined
contribution and (funded and unfunded) defined benefit
pension schemes. The cost of providing pensions to
employees who are members of defined contribution
schemes is charged to the consolidated income statement
as contributions are made. The Group has no further
payment obligations in respect of such schemes once the
contributions have been paid.

2. Basis of preparation and accounting
policies continued
Post-retirement benefits other than pensions
Some companies within the Group provide post-retirement
medical care to their retirees. The costs of providing these
benefits are accrued over the period of employment and
the liability recognized in the consolidated balance sheet
is calculated using the projected unit credit method and is
discounted to its present value and the fair value of any
related asset is deducted.

Business combinations and asset acquisitions
In assessing whether an acquired set of activities and
assets is a business or an asset, management applies the
optional concentration test to simplify the assessment. In
applying the concentration test, the acquisition will be
treated as an asset acquisition if substantially all of the
fair value of the gross assets acquired (excluding cash and
cash equivalents, deferred tax assets, and goodwill) is
concentrated in a single identifiable asset or group of
similar identifiable assets. If the concentration test is not
met, or is not applied, management will perform an
assessment to determine whether the acquired set of
activities and assets is a business.

The acquisition method of accounting is used to account
for business combinations. All identifiable assets acquired,
liabilities and contingent liabilities assumed are initially
measured at fair value on the acquisition date. Acquisition-
related costs are expensed as incurred.

Goodwill arising from a business combination is recognized
as an asset and initially measured at cost. Goodwill is
calculated as the difference between 1) the acquisition
date fair value of the consideration transferred and 2) the
net of the acquisition date fair value of identifiable assets
acquired and liabilities assumed.

The Group recognizes contingent consideration in a
business combination as part of the consideration
transferred at the fair value of the obligations at the
acquisition date. Contingent consideration classified as a
financial liability is subsequently remeasured to fair value
at each balance sheet date, with changes in fair value
recognized in the consolidated income statement. In an
asset acquisition, the Group accounts for contingent
consideration using a cost accumulation model. No
liabilities are initially recognized at the date of acquisition.
When an obligation associated with a variable payment is
no longer uncertain, it is capitalized as part of the cost of
the asset, as it represents a direct cost of the acquisition.

Accounting estimates and judgments
Management makes several estimates and assumptions
regarding the future and significant judgments in applying
the Group’s accounting policies.

Key estimates and assumptions
Estimates and assumptions may affect the reported
amount of assets and liabilities, disclosure of contingent
assets and liabilities, and the reported amounts of
revenues and expenses. These estimates are based on the
Group’s knowledge of the amount, events or actions;
however, actual results may ultimately differ from those
estimates. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively. The key estimates and
assumptions used in the financial statements are set out
below.

Accruals for returns, discounts, incentives and
rebates
The Group offers various types of reductions from list
prices on its products. Products sold in the United States
are covered by various programs (such as Medicare and
Medicaid) under which products are sold at a discount.
Rebates are granted to healthcare authorities, and under
contractual arrangements with certain customers. Some
wholesalers are entitled to chargeback incentives under
specific contractual arrangements. Cash discounts may
also be granted for prompt payment.

The discounts, incentives and rebates described above are
estimated based on contractual arrangements with
customers or terms of the relevant regulations and/or
agreements applicable for transactions with healthcare
authorities, and in some cases on assumptions about the
attainment of targeted volumes. Several months may pass
between the original estimate of rebates due and
confirmation of the amount, which may increase the
estimation risk. Please refer to the revenue accounting
policy for further details.

Accruals for product returns are estimated based primarily
on analysis of the Group’s historical product return
patterns, expected future returns, and contractual
agreement terms. Estimated returns are accrued in the
period the related revenue is recognized.

During 2023, net revenue was reduced by $9m from
performance obligations satisfied in prior years, primarily
relating to differences between invoices received from U.S.
government programs as compared to the respective
accruals held for those years. During 2022, net revenue was
increased by $14m from performance obligations satisfied
in prior years, primarily relating to resolution of aged
accruals for U.S. government programs. The estimates for
U.S. governmental and commercial end-payor accruals are
also reasonably expected to vary due to shifts between U.S.
governmental end-payor sales and U.S. commercial end-
payor sales. A 1 percentage point shift between these
channels would impact the accrual by $5m. Due to the
number of variables contributing to the overall accruals for
returns, discounts, incentives and rebates, further
meaningful sensitivity is not able to be provided. Accruals
for returns, discounts, incentives and rebates are disclosed
in Note 22.

174

175

Financial StatementsIndivior Annual Report and Accounts 2023Notes to the Group Financial Statements continued

Critical judgments
Management has made the following critical judgments in
applying the Group’s accounting policies that have the
most significant effect on the amounts recognized in the
Group financial statements:

Ongoing litigation
The Group is involved in litigation, arbitration and other
legal proceedings. These proceedings typically are related
to compliance and trade practices, commercial claims,
product liability claims, intellectual property rights, and
employment and wrongful discharge claims. For each claim
or grouping of similar claims, management makes
judgments regarding the relative merits and risks within
the claims. These judgments inform the Group’s defense
strategies, whether a loss or settlement from the claims is
probable and whether sufficient information exists to make
a reliable estimate of the likely outcome of the claims.
Provisions are recognized when the Group has a present
legal or constructive obligation, an outflow of resource to
settle the obligation is more likely than not, and the
amount can be reliably estimated. Management has
assessed as “contingent” matters that cannot be reliably
estimated or are not considered probable at the current
time. For more details of all the outstanding legal
proceedings including those that have been deemed
contingent, see Note 21.

2. Basis of preparation and accounting
policies continued
Impairment of intangible assets
In carrying out impairment reviews, specifically in relation
to products in development, significant assumptions have
been made. These include the probability of success in
obtaining regulatory approvals, discount rates and
projected net revenue (based on future rate of market
growth and market demand for the products acquired). As
actual results differ and/or changes in expectations arise,
impairment charges may be required which would have a
material adverse impact on reported results and financial
position. The cash flows used in the recoverable amount
calculation for assets in development are inflation
adjusted. Changes in the inflationary environment in 2023
did not have a significant impact on the recoverable
amount calculations due to its effect on both projected
cash inflows and outflows. See Note 9 for further details
and sensitivity analysis.

Acquisitions
In March 2023, the Group acquired 100% of the share
capital of Opiant Pharmaceuticals, Inc. (“Opiant”) which has
been accounted for as an asset acquisition as substantially
all of the fair value of the gross assets acquired was
concentrated in the value of the in-process research and
development. At the acquisition date, the purchase
consideration was allocated on a relative fair value basis
across the acquired assets and liabilities with no goodwill
recognized. Significant estimates and assumptions used in
determining the valuation of the in-process research and
development associated with OPVEE which was recorded
as an intangible asset included the probability of approval,
market potential and the net selling price per unit. Refer to
Note 27 for details of the acquisition of Opiant.

In November 2023, the Group acquired an aseptic
manufacturing facility consisting of a manufacturing
facility, workforce and supply contracts which has been
accounted for as a business combination using the
acquisition method of accounting. Determining the fair
value of the assets acquired and liabilities assumed
involved significant estimates and assumptions, in
particular in respect of the valuation of personal property
and the provision for onerous contracts which was
recorded to reflect the present value of expected losses
from assumed contractual manufacturing obligations.
Refer to Note 28 for details of net assets acquired.

3. Segment information
The Group is engaged in a single business activity, which is predominantly the development, manufacture and sale of
buprenorphine-based prescription drugs for treatment of opioid dependence and related disorders. The CEO reviews
disaggregated net revenue on a geographical and product basis and allocates resources on a functional basis between
Commercial, Supply, Research and Development, and other Group functions. Financial results are reviewed on a
consolidated basis for evaluating financial performance and allocating resources. Accordingly, the Group operates in a
single reportable segment.

Net revenue:
Revenue is attributed geographically based on the country where the sale originates. The following table represents net
revenue by country.

For the year ended December 31

United States

Rest of World

United Kingdom

Total

On a disaggregated basis, the Group’s net revenue by major product line:

For the year ended December 31

SUBLOCADE

PERSERIS

Sublingual/Other

Total

2023
$m

912

176

1,093

2023
$m

630

421

1,093

2022
$m

731

164

901

2022
$m

408

465

901

Significant customers
Net revenue includes amounts derived from significant customers that amount to 10% or more of the Group’s revenue as
follows (in percentages of total net revenue):

Customer

Customer A

Customer B

Customer C

2023
$m

19 %

16 %

19 %

2022
$m

22 %

16 %

17 %

Non-current assets:
The following table represents non-current assets, net of accumulated depreciation, amortization and impairment, by
country. Non-current assets for this purpose consist of intangible assets, property, plant and equipment, right-of-use
assets, investments and other assets.

At December 31

United States

United Kingdom

Rest of World

Total

2023
$m

214

206

423

2022
$m

223

291

176

177

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

4. Operating expenses and net other operating income
Operating expenses
The table below sets out selected operating costs and expense information.

Research and development expenses

Selling and marketing expenses
Administrative and general expenses1

Selling, general and administrative expenses

Notes

2023
$m

(106)

(236)

(575)

(811)

2022
$m

(72)

(218)

(545)

(763)

Depreciation and amortization2

9, 10, 11

(15)

(13)

1. Administrative and general expenses include $240m and $296m in the current and prior year, respectively, related to increases in legal

provisions as outlined in Note 19. The Group also incurred acquisition-related costs of $22m in 2023 related to the acquisition of Opiant and an
aseptic manufacturing facility. Refer to Notes 27 and 28 for details. Medical affairs functional costs are included in administrative and general
expenses.

2. Depreciation and amortization expense represents amounts included in research and development and selling, general and administrative
expenses. In addition, depreciation and amortization expense of $13m (2022: $8m) for intangible assets and right-of-use assets is included
within cost of sales.

5. Employees
Details of employee costs

(a) Staff costs

The total employment costs, including Executive Directors, were:

Wages and salaries

Social security costs
Pension costs1

Share-based payments expense for the year
Termination costs2
Acquisition-related employee costs2

Total staff costs

Note

2023
$m

2022
$m

(226)

(182)

(37)

(14)

(22)

(7)

(3)

(30)

(12)

(16)

—

(309)

(240)

1. Pension costs predominantly reflect contributions made towards the Group’s defined contribution plans.

2. Acquisition-related employee costs primarily reflect acceleration of vesting of Opiant employee share compensation and short-term retention

costs. Termination costs reflects severance related to the acquisition of Opiant.

Key management is defined as the Executive Committee, a body of 11 employees (2022: 10 employees) including the CEO
and the functional leads directly reporting to the CEO plus all Non-Executive Directors. Compensation awarded to key
management was:

Auditors’ remuneration

Audit of Parent Company and consolidated financial statements:

Audit of the Group’s consolidated financial statements

Audit of the Group’s subsidiaries

Audit services

Audit-related assurance services

Total auditors’ remuneration

2023
$m

2022
$m

(4.4)

(0.8)

(5.2)

(0.8)

(6.0)

(3.3)

(0.3)

(3.6)

(2.8)

(6.4)

Short-term employee benefits

Share-based payments expense for the year

Non-Executive Director remuneration

Total compensation awarded

(b) Staff numbers
The average monthly number of persons employed by the Group, including Directors, during the year was:

2023
$m

(13)

(1)

(27)

Audit services for the audit of Parent Company and consolidated financial statements include the fee paid in respect of
the audit carried out under U.S. auditing standards for the purpose of filing accounts in the U.S. In FY 2023, an additional
fee of $0.5m in respect of the FY 2022 Group and subsidiary financial statements was approved and paid subsequent to
the completion of the audit. This amount is not included in the table above.

Audit-related assurance services primarily consist of performance of quarterly reviews. Additionally, in FY 2022, audit-
related services primarily pertained to the audit work carried out under the U.S. auditing standards for the years ended
December 31, 2022 and 2021, respectively, for the preparation of the expected listing in the U.S. Auditors’ remuneration is
included in selling, general and administrative expenses.

Net other operating income

Net proceeds from the sale of intangible assets

Directors’ and Officers’ insurance reimbursements

Income recognized in relation to a supply agreement

Other income

Net other operating income

2023
$m

2022
$m

—

Operations

Management

Research and development

Average monthly number of employees

6. Net finance income/(expense)

Finance income

Interest income on cash and cash equivalents/investments

Other finance income

Total finance income

Finance expense

Interest expense on borrowings

Interest expense on lease liabilities

Interest expense on legal matters, including the effect of discounting

Other finance expense

Total finance expense

Net finance income/(expense)

178

179

2022
$m

(10)

(1)

(21)

2022

675

178

928

2022
$m

2023

735

208

108

1,051

2023
$m

—

(27)

(20)

(3)

(7)

(1)

(38)

(2)

(7)

—

(29)

(10)

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

7. Income tax
Income tax benefit

Current tax

Adjustments for prior years

Total current tax expense

Origination and reversal of temporary differences

Adjustments for changes in tax rates

Adjustments for disallowed compensation

Adjustments for prior year deferred tax

Total deferred tax (benefit)

Total income tax (benefit)

2023
$m

(6)

(63)

(5)

(56)

(1)

2022
$m

(72)

(22)

—

(12)

(106)

(42)

The enacted U.K. Statutory Corporation Tax rate increased to 25% as of April 1, 2023, providing a blended rate of 23.5% for
the year ended December 31, 2023 (2022: 19%). The Group’s effective tax rate for the year ended December 31, 2023 is
-100%, which is not meaningful as a percentage due to the profit before taxation being close to nil (2022: 44%).

The total tax benefit reconciles to the profit/(loss) before taxation as follows:

Profit/(loss) before taxation

Tax at the notional U.K. corporation tax rate of 23.5% (2022: 19%)

Effects of:

Tax at rates other than the U.K. corporation tax rate

Impact of rate change

Permanent differences

Benefit from innovation incentives

Adjustments for prior year

Recognition of previously unrecognized tax benefits

Current year unrecognized deferred tax asset

Adjustments to amounts carried in respect of unresolved tax matters

Disallowed compensation

Disallowed litigation expenses

Income tax (benefit)

2023
$m

—

(2)

(5)

(2)

(3)

—

(1)

2022
$m

(95)

(18)

(22)

(3)

(1)

—

(42)

The effective tax rate of -100% for 2023 (2022: 44%) was impacted by:

– Permanent difference tax benefit of $2m (2022: $3m). Permanent differences arise due to differences between financial
statement income and taxable income determination that will never reverse. Current year differences resulted from
income not subject to tax, offset by business expenses not deductible.

– In 2023, the Group recorded a tax expense of $6m due to limitations on the deduction of executive compensation by

U.S. publicly traded companies, including the write-off of accumulated deferred tax assets of $5m.

– In 2023, the Group recorded a tax expense of $3m relating to a change in estimate as to the tax benefit of legal

provisions booked in the prior year.

– In 2023, the Group recorded a tax expense of $3m relating to its acquisition of Opiant (refer to Note 27).

– In 2022, the impact of rate change includes a $22m tax benefit. Due to the impact of adjustments to prior years and the

difference between the blended rate in the current year and that at which carried forward deferred tax assets are
measured, in 2023, there is an additional $5m tax benefit.

180

7. Income tax continued
Factors affecting future tax charges
In June 2023, Finance (No. 2) Act 2023 (Pillar Two) was substantively enacted in the U.K., introducing a global minimum
effective tax rate of 15% through implementation of a domestic top-up tax and a multinational top-up tax. The legislation
was also enacted or substantively enacted in other jurisdictions in which the Group operates. The Pillar Two legislation
will be effective for the Group’s financial year beginning January 1, 2024. The Group performed an assessment of the
potential exposure to Pillar Two income taxes. This assessment, which will be monitored prospectively, is based on
modeling of adjusted accounting data for the period ended December 31, 2023. Based on the assessment, the Group
believes it qualifies for one of the transitional safe harbors provided in the rules in all territories in which it operates.
Therefore, the Group does not anticipate a material impact from Pillar Two legislation in the near future. The Group has
applied the recent amendment to IAS 12 which provides temporary relief to the recognition of deferred taxes relating to
top-up income taxes. Accordingly, the legislation did not impact the Group’s taxes in 2023.

Tax assets and liabilities
Deferred taxes
The Group recognizes deferred tax assets to the extent that sufficient future taxable profits are probable against which
these future tax deductions can be utilized. At December 31, 2023, the Group’s net deferred tax assets of $268m (2022:
$219m) includes $116m (2022: $120m) in the U.S. and $147m (2022: $87m) in the U.K. The U.S. deferred tax asset of $116m
includes $44m of inventory (2022: $26m), $20m of litigation (2022: $31m), and $18m of short-term deferred tax assets
(2022: $17m). The U.K. deferred tax assets of $147m includes $143m carry-forward losses (2022: $86m). Recognition of
deferred tax assets is reliant on forecast taxable profits arising in the jurisdiction in which the deferred tax asset is
recognized. The Group has assessed recoverability of deferred tax assets using consolidated budgets and forecasts
consistent with those used for the assessment of viability and asset impairments, particularly in relation to levels of
future net revenue. These forecasts are subject to similar uncertainties to those assessments. This is reviewed each
quarter and, to the extent required, an adjustment to the recognized deferred tax asset may be made. The Group
generated income before taxation of $1m in the current period (2022: loss $95m) and was profitable in each major
jurisdiction excluding non-recurring costs. The deferred tax assets are expected to be used within the lifecycle of existing
products. With the exception of specific assets that are not currently considered realizable, management have concluded
full recognition of deferred tax assets to be appropriate and do not believe a significant risk of material change in their
assessment exists in the next 12 months from the balance sheet date.

The composition of deferred tax assets is summarized in the table below.

Unrealized
profit in
inventory
$m

Inventory
costs
capitalized
$m

Share-
based
payments
$m

Short-term
temporary
differences
$m

Long-term
temporary
differences
$m

Litigation
$m

Carry-
forward
losses
$m

State
taxes
$m

Fixed
assets
$m

Other
$m

Deferred tax assets

At January 1, 2022

Credit/(charged) to the
income statement

Credit directly to equity

Exchange adjustments

At December 31, 2022

Credit/(charged) to the
income statement

(Charged)/credit directly
to equity

Credit/(charged) directly
to balance sheet –
Acquisitions

Exchange adjustments

At December 31, 2023

(4)

—

(3)

—

(5)

—

Total
$m

105

106

(1)

219

(19)

—

(2)

(11)

268

(9)

—

(1)

(3)

—

(11)

—

148

—

(2)

(21)

—

(4)

—

181

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

7. Income tax continued
We anticipate that $42m of deferred tax assets will be recovered within 12 months and $226m in more than 12 months
after the reporting period.

Unrecognized deferred tax assets of $28m (2022: $23m) consist of $12m (2022: $12m) in respect of losses of earlier periods,
$10m (2022: $9m) in respect of interest expense, and foreign tax credit carry-forward of $6m (2022: $2m). Both the losses
and interest expense have an unlimited carry-forward period, and the foreign tax credits start to expire in 2031, if unused.

U.S. tax laws limit deductibility of compensation for certain management roles for U.S. listed companies. With the U.S.
listing completed in June 2023, the Group wrote off deferred tax assets of $5m to tax expense and $7m to equity relating
to future tax deductions of share-based compensation for which book expense has already been recognized. Additionally,
the Group’s current tax liabilities increased by $5m, due to disallowance of current year compensation.

The tax (credit)/charge recognized other than within the consolidated income statement was as follows:

Other comprehensive income:

Current tax recorded in currency translation reserve

Equity:

Current taxation on share-based plans

Deferred taxation on share-based plans

2023
$m

2022
$m

(2)

(5)

(3)

(2)

(9)

The Group recognized a $2m tax benefit (2022: $3m) in relation to foreign currency translation adjustments.

Other tax matters
In 2022, the Group recorded a provision of $290m for multi-district antitrust class and state claims. The resulting tax
benefit of $68m includes $12m of rate change impact. In 2023, this provision was increased by $228m with a resulting tax
benefit of $57m, including $3m of further rate change impact.

Management believes it has made adequate provision for the liabilities likely to arise from periods that are open and not
yet agreed by tax authorities. The ultimate liability for such matters may vary from the amounts provided and is
dependent upon the outcome of agreements with relevant tax authorities or litigation where appropriate. As a
multinational group, tax uncertainties remain in relation to Group financing, the location of taxable operations and
certain non-recurring costs. Management have concluded tax provisions made to be appropriate and do not believe a
significant risk of material change to uncertain tax positions exists in the next 12 months. Including matters under audit,
an estimate of reasonably possible additional tax liabilities that could arise in later periods on resolution of these
uncertainties is in the range from nil to $35m.

The Group has undistributed earnings of $13m (2022: $11m) which, if paid out as dividends, would be subject to tax in the
hands of the recipient. An assessable temporary difference exists, but no deferred tax liability has been recognized as the
Group is able to control the timing of distributions from this subsidiary and is not expected to distribute these profits in
the foreseeable future. The potential deferred tax liability would be less than $1m (2022: less than $1m).

8. Earnings/(loss) per share
Share consolidation
In September 2022, the Company’s shareholders approved a 5-for-1 share consolidation. In October 2022, the Company
completed this share consolidation. Shareholders received 1 new ordinary share with a nominal value of $0.50 each for
every 5 previously existing ordinary shares which had a nominal value of $0.10 each.

Presented below are the basic and diluted earnings/(loss) per share for each period:

Basic earnings/(loss) per share

Diluted earnings/(loss) per share

2023
$

2022
$

$0.01

($0.38)

$0.01

($0.38)

Basic
Basic earnings/(loss) per share ("EPS" or “LPS”) is calculated by dividing net income/(loss) for the year attributable to
owners of the Company by the weighted average number of ordinary shares in issue during the year.

Diluted
Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares. The Group has dilutive potential ordinary shares in the
form of stock options and awards. These options and awards have been adjusted to reflect the share consolidation for all
periods presented, referred to above. The weighted average number of shares is adjusted for the number of shares
granted to the extent performance conditions have been met at the balance sheet date and determined using the
treasury stock method.

Weighted average number of shares
The weighted average number of ordinary shares outstanding (on a basic basis) includes the favorable impact of 1,897k
ordinary shares repurchased in 2023, 17,815k ordinary shares repurchased prior to the share consolidation in 2022
(equivalent post consolidation: 3,563k) and 1,281k ordinary shares repurchased after the share consolidation in 2022.
Refer to Note 23 for further details.

Conditional awards of 1,761k and 7,839k (equivalent post consolidation approximately 1,568k) were granted under the
Group’s Long-Term Incentive Plan in 2023 and 2022, respectively. For 2023, the effect of 810k (2022: nil) share awards was
excluded from the computation of diluted weighted average shares because the performance criteria were not met at
that date.

Weighted average number of shares

On a basic basis
Dilution for share awards and options1

On a diluted basis

1. As there was a loss in 2022, the effect of potentially dilutive shares of 6,605k was not dilutive.

2023
thousands

2022
thousands

137,306

139,012

4,494

—

141,800

139,012

182

183

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

9. Intangible assets

Cost

At January 1, 2023

Additions

Transfers

Exchange adjustments

At December 31, 2023

Accumulated amortization and impairment

At January 1, 2023

Amortization charge

Exchange adjustments

At December 31, 2023

Net book amount at December 31, 2023

Cost

At January 1, 2022

Additions

Exchange adjustments

At December 31, 2022

Accumulated amortization and impairment

At January 1, 2022

Amortization charge

Exchange adjustments

At December 31, 2022

Net book amount at December 31, 2022

Acquired
distribution
rights
$m

Products in
development
$m

Marketed
products
$m

Goodwill
$m

Software
$m

195

—

206

195

—

206

—

167

(126)

104

—

126

186

150

—

Total
$m

348

176

—

540

278

303

237

Acquired
distribution
rights
$m

Products in
development
$m

Marketed
products
$m

Goodwill
$m

Software
$m

Total
$m

220

—

(25)

195

220

—

(25)

195

—

(7)

—

(3)

—

(3)

(1)

—

382

(35)

348

300

(29)

278

Acquired distribution rights
Acquired distribution rights have been fully amortized in all periods presented. The remaining acquired distribution
rights represent the ongoing sublingual tablet business in Europe which is still in use.

Products in development
Products in development are products in different stages of research and development which have not received
regulatory approval.

In 2023, the Group acquired full ownership of INDV-2000 (oral Orexin-1 receptor antagonist) from C4X Discovery for $21m.

In 2023, the Group secured global rights to develop, manufacture and commercialize Alar Pharmaceuticals Inc.’s (“Alar”)
portfolio of buprenorphine-based ultra long-acting injectables, including lead asset INDV-6001, which is potentially the
first three-month long-acting injectable for OUD. Under the agreement, the Group made an upfront payment of $10m,
which is in addition to the $5m option payment made by the Group at the beginning of 2023. Alar is entitled to potential
milestone payments if various developmental, regulatory and commercial goals are achieved and royalties in the low
double digit to mid-teens as a percentage of net revenue.

9. Intangible assets continued
Marketed products
Marketed products include approved product rights for SUBLOCADE of $14m (2022: $16m), PERSERIS of $10m (2022: $13m)
and OPVEE of $125m. Amortization expense of $10m (2022: $5m) was recognized in cost of sales.

The acquisition of Opiant resulted in the recognition of an intangible asset related to the in-process research and
development value for OPVEE, formerly the pipeline product OPNT003, for $126m (refer to Note 27). Upon approval by the
U.S. Food and Drug Administration ("FDA") in May 2023, the intangible asset became classified as a marketed product and
amortization commenced over the patent life.

Goodwill
Goodwill arose through the acquisition of a business consisting of a manufacturing facility, workforce and supply
contracts in November 2023 (refer to Note 28).

Impairment of intangible assets
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal or its value in use. In
assessing value in use, its estimated future cash flows are discounted to their net present value using a pre-tax discount
rate that reflects the current market assessments of the time value of money and the risks specific to the asset. No
impairment was indicated when assessing the value in use of the Group’s intangible assets, therefore fair value less costs
of disposal was not assessed, except for goodwill. The recoverable amount of goodwill is determined using the
Company's market capitalization (adjusted for net cash), which was higher than the book value of the Group's net assets
at December 31, 2023. No goodwill impairment was identified.

In carrying out impairment reviews of products in development, several significant assumptions have to be made. These
include the probability of success in obtaining regulatory approvals, discount rates and projected net revenue (based on
future rate of market growth and market demand for the products acquired). These assumptions, covering periods
through the expected patent life of the products and a reasonable period of generic competition thereafter, are based on
past experience and management’s expectations of market development. If actual results should differ, or changes in
expectations arise, impairment charges may be required which would have a material adverse impact on reported
results and financial position. Products in development of $79m (2022: $36m) are subject to potential impairment in line
with the aforementioned assumptions.

Sensitivity analysis
Management performed a sensitivity analysis by applying reasonable changes to key assumptions used in the
recoverable amount calculations for its assets in development with significant carrying amounts compared to the Group's
total carrying amount for intangible assets with indefinite useful lives, assuming all other factors are kept constant.
Consistent with other products in early stages of development, it is probable that these products in development could
fail to obtain regulatory approvals. The probability of success is factored into the risk-adjusted calculation of the
recoverable amounts; however, failure to reach commercialization would result in a full impairment of the assets.

For the INDV-2000 asset which is considered a separate CGU, with a carrying value of $29m (2022: $9m), the key inputs
and assumptions include the probability of success in obtaining regulatory approvals, discount rate and market demand
for the products. Management determined that a reduction of peak market share by approximately 10% across weighted
scenarios ranging 17% to 35% or an increase in the discount rate by approximately 5.1% to 18.9% would be required for
the recoverable amount to be equal to the carrying amount. Given the risks inherent in pharmaceutical R&D and
considering the current stage of development, the probability of regulatory approval is less than 25%; regulatory failure
could result in a full impairment. Reasonable changes in any other individual assumption will not result in a material
impairment charge.

For the AEF0117 asset which is considered a separate CGU, with a carrying value of $27m (2022: $26m), the key inputs and
assumptions include the probability of success in obtaining regulatory approvals, discount rate and projected net
revenue. Management determined that a reduction of projected net revenue by approximately 35% annually or an
increase in the discount rate by approximately 5.4% to 19.2% would be required for the recoverable amount to be equal
to the carrying amount. Given the risks inherent in pharmaceutical R&D and considering the current stage of
development, the probability of regulatory approval is less than 25%; regulatory failure could result in a full impairment.
Reasonable changes in any other individual assumption will not result in a material impairment charge.

184

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

10. Property, plant and equipment

Cost

At January 1, 2023

Additions

Disposals and asset write-offs

Exchange adjustment

At December 31, 2023

Accumulated depreciation and impairment

At January 1, 2023

Charge for the year

Disposals and asset write-offs

Exchange adjustment

At December 31, 2023

Net book amount at December 31, 2023

Cost

At January 1, 2022

Additions

Disposals and asset write-offs

Exchange adjustment

At December 31, 2022

Accumulated depreciation and impairment

At January 1, 2022

Charge for the year

Disposals and asset write-offs

Exchange adjustment

At December 31, 2022

Net book amount at December 31, 2022

Land and
buildings
$m

Plant and
equipment
$m

(2)

—

(2)

Land and
buildings
$m

Plant and
equipment
$m

—

(1)

(3)

(1)

—

(3)

—

(2)

Total
$m

131

(4)

165

(4)

Total
$m

132

(1)

(6)

131

(1)

(2)

Depreciation expense of $7m (2022: $6m) is included in SG&A. Additions of $28m in 2023 were acquired through a
business combination consisting of a manufacturing facility, workforce and supply contracts (refer to Note 28). Remaining
additions in the year relate primarily to manufacturing equipment. Additions of $1m in 2022 were paid in 2023.

11. Leases and right-of-use assets
Potential future cash outflows of $22m (2022: $21m) have not been included in the lease liability because it is not
reasonably certain that the leases will be extended (or not terminated).

The following tables summarize movements of the right-of-use assets:

Net book value

At January 1, 2023

Additions

Depreciation

Exchange adjustments

At December 31, 2023

Net book value

At January 1, 2022

Additions

Depreciation

Exchange adjustments

At December 31, 2022

Land and
buildings
$m

Plant and
equipment
$m

Total
$m

(3)

—

(6)

(9)

Land and
buildings
$m

Plant and
equipment
$m

Total
$m

—

(2)

(1)

(6)

(2)

(8)

(3)

Depreciation expense of $6m (2022: $5m) is included in SG&A and $3m (2022: $3m) in cost of sales within the consolidated
income statement. Additions of $2m in 2023 were acquired through the acquisition of Opiant (refer to Note 27). Remaining
additions in the year relate primarily to vehicle leases and office space, net of a lease incentive of $3m received in 2023.

Lease liabilities by maturity were as follows:

Within one year

Later than one and less than five years

More than five years

Gross lease liabilities

Less: future interest on lease liabilities

Net lease liabilities

2023
$m

(6)

The net lease liabilities balance of $43m (2022: $37m) is shown within current liabilities of $9m (2022: $8m) and non-
current liabilities of $34m (2022: $29m).

Lease payments during the year were comprised of the following:

Interest paid on lease liabilities

Payments of lease liabilities

Total lease payments

2023
$m

2022
$m

(5)

2022
$m

186

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

12. Investments

Current and non-current investments

Equity securities at FVPL

Debt securities held at amortized cost

Total investments, current

Debt securities held at amortized cost

Total investments, non-current

Total

2023
$m

135

2022
$m

109

119

217

Equity securities at FVPL
In February 2022, the Group purchased ordinary shares of Aelis Farma. The shares were subject to a holding period of 365
days from the acquisition. The investment is classified as a current investment at December 31, 2023 as the holding
period has expired. Fair value gain/(loss) recorded in 2023 and 2022 was nominal and included within net other operating
income.

Debt securities held at amortized cost
In 2022, the Group initiated purchases of investment-grade corporate debt and U.S. Treasury securities. Also in 2022, the
Group executed an agreement to fund insurance coverage. As part of this arrangement, the Company transferred $26m to
a separate cell of an insurance company. The Group controls the separate cell, an unincorporated entity, and receives
benefit from its investment returns. As a result, the separate cell is deemed a structured entity and is consolidated by the
Group. At December 31, 2023, $27m (2022: $26m) was invested in debt securities which are classified as non-current as
access to the funds is restricted for 24 months after the term of the insurance. All other debt securities held at amortized
cost are also classified as non-current investments, except for those with maturities less than 12 months from the end of
the reporting period, which are classified as current investments.

As of December 31, 2023, expected credit losses for the Group’s investments held at amortized cost are deemed to be
immaterial.

Fair value hierarchy
Fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between
market participants at the measurement date. The different levels have been defined as follows:

– Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly or indirectly

– Level 3: Unobservable inputs for the asset or liability

The Group’s only financial instruments which are measured at fair value are equity securities at FVPL. The fair value of
equity securities at FVPL is based on quoted market prices on the measurement date. The following tables categorize the
Group’s financial assets measured at fair value by valuation methodology used in determining their fair value:

At December 31, 2023

Equity securities at FVPL

At December 31, 2022

Equity securities at FVPL

Level 1
$m

Level 2
$m

—

Level 2
$m

—

Level 3
$m

—

Level 3
$m

—

Total
$m

13. Inventories
Inventory, net is comprised of:

Raw materials, stores and consumables

Work in progress

Finished goods and goods held for resale

Total inventories, net

2023
$m

142

2022
$m

114

The cost of inventories recognized as an expense and included as cost of sales amounted to $186m (2022: $159m). Cost of
sales included inventory write-offs and losses of $9m (2022: $7m). The inventory provision (reflected in the carrying
amount above) at December 31, 2023, was $6m (2022: $8m).

14. Trade receivables and other assets
The Group is not aware of any deterioration in the credit quality of its customers and considers the net receivables to be
fully recoverable.

Trade receivables

Less: provision for ECL

Trade receivables, net

The aging of past due trade receivables as of December 31 is as follows:

Up to three months past due

Three to six months past due

Over six months past due

Not due and not impaired

Provision for impairment of receivables

Trade receivables, net

2023
$m

256

(2)

254

2023
$m

235

(2)

254

2022
$m

222

(2)

220

2022
$m

—

210

(2)

220

As at December 31, 2023, a provision of $2m (2022: $2m) was recorded against the trade receivables balance based on
management’s assessment of ECL. The assessment factors are discussed in Note 2. The maximum exposure to credit risk
at the year end is the carrying value of each class of receivable. The Group does not hold any collateral as security.

188

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

14. Trade receivables and other assets continued
The Group’s trade receivables are denominated in the following currencies:

Pound sterling

Euro

U.S. dollar

Other currencies

Total trade receivables

Current and non-current other assets

Current prepaid expenses

Other current assets

Total other current assets

Non-current prepaid expenses

Other non-current assets

Total other non-current assets

Total other assets

2023
$m

226

256

2023
$m

434

457

485

2022
$m

192

222

2022
$m

Other current assets primarily relate to funding placed in escrow for the Antitrust MDL (see Note 21). At December 31,
2023, this included $385m for the direct purchaser class settlement, subject to final court approval, and $30m for the end
payor class settlement. During 2023 and 2022, the surety bond holders returned $19m and $64m, respectively, of collateral
inclusive of accrued interest held within other non-current assets as a result of the settlement agreements with Alvogen
Pine Brook LLC ("Alvogen") and Dr. Reddy’s Laboratories S.A. and Dr. Reddy’s Laboratories, Inc. (together, DRL).

Long-term prepaid expenses primarily relate to payments for contract manufacturing capacity which are released over
the contractual period during which the Group expects to receive benefit from the payments made. The remaining
periods on these contracts range in term from 6 to 8 years as of December 31, 2023.

15. Financial instruments and risk management
The Group’s financial assets and liabilities include investments, trade receivables, other assets, cash and cash
equivalents, borrowings and trade and other payables as set out in Notes 12, 14, 16, 17 and 22, respectively. The Group
measures financial assets and liabilities at amortized cost, with the exception of investments in equity securities which
are measured at fair value through profit or loss. Financial assets and liabilities are offset, and the net amount reported
in the consolidated balance sheet when there is a legally enforceable right to offset and net settlement is intended. The
carrying value (less impairment provision, where applicable) of current borrowings, cash and cash equivalents, trade
receivables, other assets, trade accruals and trade payables is assumed to approximate fair value due to their short-term
nature. At December 31, 2023, the carrying value of investments held at amortized cost approximated the fair value. The
fair value of investments held at amortized cost was calculated based on quoted market prices which would be classified
as Level 1 in the fair value hierarchy in Note 12. The non-current borrowing, which is presented at amortized cost, was
trading at approximately 100% (2022: 98%) of par value.

Financial risk management of the Group is mainly exercised and monitored at the Group level. The Group’s financing and
financial risk management activities are centralized to achieve benefits of scale and control with the goal of maximizing
liquidity and mitigating operational and financial risks. Financial exposures of the Group are managed in a manner
consistent with underlying business risks. Only those risks and flows generated by the underlying commercial operations
are managed; speculative transactions are not undertaken.

Foreign exchange risk management
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments
in foreign operations. The Group’s policy is to align the foreign currency assets and liabilities within its major subsidiaries
in order to provide some protection against the remeasurement exposure on profits.

Interest rate risk management
The Group has interest-bearing assets and liabilities. The Group monitors interest income and expense rate exposure on
a regular basis with an objective of minimizing net interest cost. The main interest rate risk arises from the Group’s
borrowings, which are discussed in Note 17, due to the floating interest rate. This exposure is partially offset by the
interest income generated on the Group’s investments in debt securities with varying rates and maturities and cash and
cash equivalents which are based on variable market interest rates. The majority of the Group’s investments in debt
securities are issued at fixed interest rates and changes in floating rates would not have a significant impact on interest
rate risk.

Liquidity risk management
Liquidity risk is the risk that the Group is not able to settle or meet its obligations on time or at a reasonable price. The
Group’s policy is to ensure sufficient funding and facilities are in place to meet foreseeable liquidity requirements. The
Group manages and monitors liquidity risk through regular reporting of current cash and borrowing balances and
periodic review of short-, medium- and long-term cash forecasts, while considering the maturity of its borrowing facility.
At December 31, 2023, Indivior had $3m (2022: $3m) of borrowings repayable within one year and $316m (2022: $774m) of
cash and cash equivalents.

Credit risk management
The Group’s exposure to credit risk arises from cash and cash equivalents, deposits with banks and financial institutions,
investments in debt securities, trade receivables and other assets. Financial institution counterparties are subject to
approval under the Group’s counterparty risk policy and such approval is limited to financial institutions with a BBB
rating or above. The investments in debt securities are managed by an external third-party fund manager with
instructions to maintain a portfolio rating of A or higher and an allocation to BBB at 25% or less of the total portfolio. The
Group applies the credit ratings assigned by Standard and Poor’s and Moody’s when assessing expected credit losses and
monitors these ratings for indications of credit deterioration. All the Group’s corporate debt securities held at amortized
cost are considered to be of low credit risk based on investment-grade credit ratings from Standard and Poor’s or
Moody’s (BBB-/Baa3 or higher). The Group's U.S. Treasury securities have minimal default risk as they are guaranteed by
the U.S. government.

190

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

15. Financial instruments and risk management continued
Concentration of credit risk with respect to trade receivables in the U.S. is limited as the balances consist of amounts due
from customers, primarily major wholesalers and distributors, for whom there is no significant history of default. Outside
the U.S., no single customer accounts for a significant share of the Group’s trade receivables balance. In the U.S., in line
with other pharmaceutical companies, the Group sells its products through a small number of wholesalers in addition to
hospitals, pharmacies, physicians and other groups. Sales to the three largest wholesalers amounted to approximately
54% of Group sales in 2023 (2022: 55%). At December 31, 2023, the Group had trade receivables due from these three
wholesalers totaling $154m (2022: $131m). The Group is exposed to a concentration of credit risk in respect of
these wholesalers such that, if one or more of them encounters financial difficulty, it could materially and adversely
affect the Group’s financial results. The Group’s credit risk monitoring activities relating to these wholesalers include a
review of their financial information and Standard & Poor’s credit ratings, and establishment and periodic review of
credit limits. However, the Group believes there is no further credit risk provision required in relation to these customers
(see Note 14).

Capital risk management
The Group considers capital to be net cash plus total reported equity. Net cash is calculated as cash and cash
equivalents less total borrowings. Total borrowings reflect the outstanding principal amount of the term loan drawn
before debt issuance costs of $5m (2022: $6m) and do not include lease liabilities of $43m (2022: $37m). Refer to Note 17
for further discussion on borrowings.

Total equity includes share capital, reserves and retained earnings as shown in the consolidated balance sheet.

Net cash

Total equity

2023
$m

—

2022
$m

528

579

The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an efficient capital structure to
optimize the cost of capital.

The Group monitors net cash, which at year end amounted to $72m (2022: $528m), to maintain an appropriate level of
financial flexibility.

16. Cash and cash equivalents

Cash and cash equivalents

There were no bank overdrafts at December 31, 2023 or 2022.

2023
$m

316

2022
$m

774

17. Financial liabilities – borrowings
Costs incurred to establish the term loan have been capitalized and netted against the total amount borrowed. These
deferred costs are amortized over the maturity period using the effective interest method.

Term loan

Term loan – current

Term loan – non-current

Total term loan

2023
$m

(3)

(236)

(239)

2022
$m

(3)

(237)

(240)

17. Financial liabilities – borrowings continued
The terms of the loan in effect at December 31, 2023 are as follows:

Currency

Nominal interest margin

Maturity

Required annual
repayments

Minimum
liquidity

Term loan facility

USD

SOFR + 0.26% + 5.25%

June 2026

Larger of $100m or 50% of loan balance

The outstanding principal amount of the term loan amounting to $244m (2022: $246m) is secured against the assets of
certain subsidiaries of the Group in the form of guarantees issued by respective subsidiaries.

Nominal interest margin is calculated as USD SOFR plus 0.26%, subject to a floor of 0.75%, plus a credit spread
adjustment of 5.25%. There are no revolving credit commitments.

Maturity of gross borrowings (including expected interest using the rate at the balance sheet date):

Within one year or on demand

Bank loans payable due:

Later than one and less than five years

More than five years

Gross borrowings (including interest)

2023
$m

(30)

2022
$m

(25)

(281)

(299)

—

(311)

(324)

Analysis of changes in liabilities from financing activities

Current borrowings

Non-current borrowings

Lease liabilities

Share repurchase

Total

Current borrowings

Non-current borrowings

Lease liabilities

Share repurchase

Total

At January 1,
2023
$m

(3)

(237)

(37)

(9)

(286)

At January 1,
2022
$m

(3)

(239)

(44)

—

(286)

Cash flows
$m

Profit and loss
$m

Additions
$m

Reclassifications
$m

Exchange adj.
$m

At December 31,
2023
$m

—

(1)

—

(1)

(10)

—

(13)

(47)

(70)

(2)

—

(1)

—

(1)

(3)

(236)

(43)

(23)

(305)

Cash flows
$m

Profit and loss
$m

Additions
$m

Reclassifications
$m

Exchange adj.
$m

At December 31,
2022
$m

—

102

—

(2)

—

(2)

—

(5)

(99)

(103)

(3)

—

(3)

(237)

(37)

(9)

(286)

18. Commitments
The Group has various purchase commitments for services and materials in the ordinary course of business. These
commitments are generally entered into at current market prices and reflect normal business operations.

The Group has entered into collaborative and license arrangements for the development of pharmaceutical and digital
products. Potential milestone payments will be due if various developmental, regulatory and commercial goals are
achieved, although the Group generally has the right to terminate these agreements at no cost. As of December 31, 2023,
the aggregate maximum future payments if all milestones are achieved is $1,462m, with no significant payments expected
in 2024. The amounts are not risk-adjusted or discounted. Since some of these products are in the early stages of
development, the potential obligation to make milestone payments may continue for a number of years if the products
move successfully through the development process. The development of any pharmaceutical product is risky and may
fail at any stage, whether from failure to meet key study endpoints, safety concerns, or failure to obtain regulatory
approval. Therefore, the probability of success and timing of any potential payments is inherently uncertain.

As of December 31, 2023, the Group had no material commitments to purchase PP&E for future periods.

192

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

19. Provisions and other liabilities
Provisions

Provisions

At January 1, 2022

(Charged)/released to income statement

Transfer to other liabilities

At December 31, 2022

(Charged)/released to income statement

Business combination

Utilized during the year/payments

Transfer to other liabilities

At December 31, 2023

Provisions

Current

Non-current

At December 31, 2023

Current

Non-current

At December 31, 2022

Multi-district
antitrust class
and state claims
$m

Onerous
contracts
$m

False Claims Act
allegations
$m

Intellectual
property related
matters
$m

Other
provisions
$m

Total
provisions
$m

—

(290)

—

(290)

(228)

—

103

(385)

—

(385)

(290)

—

(290)

—

(29)

—

(28)

(18)

(10)

(28)

—

(5)

—

(5)

—

(4)

—

(4)

(5)

—

(5)

(73)

—

(3)

(12)

—

(3)

(7)

—

(10)

(1)

—

(2)

—

(2)

(8)

(2)

(10)

(81)

(297)

(308)

(239)

(29)

127

(419)

(407)

(12)

(419)

(303)

(5)

(308)

Multi-district antitrust class and state claims
Settlement agreements were entered into during 2023 with all three classes of plaintiffs in the multi-district antitrust
claims, resulting in the 2023 recognition of an additional charge of $228m in the consolidated income statement. The
State settlement amount of $103m was paid in June 2023 and the $30m end payor settlement amount was transferred to
an escrow account and is reflected in other liabilities. The current provision of $385m at December 31, 2023 ($290m at
December 31, 2022) reflects the amount the Group is required to pay in the settlement agreement with the direct
purchaser class. The direct purchaser settlement received final court approval on February 27, 2024. Refer to Note 21,
Antitrust litigation and consumer protection for further details. The effect of discounting is not material.

Onerous contracts
In November 2023, through an acquisition of a business consisting of a manufacturing facility, workforce and supply
contracts (refer to Note 28), the Group assumed onerous contracts and carries a provision of $28m at December 31, 2023.
The facility continues to manufacture products for customers based on the terms of contracts that existed pre-
acquisition and the expected costs to fulfill these contracts are in excess of the economic benefits expected to be
received. The minimum performance periods in the onerous contracts end on various dates through September 2025 and
the provision is recorded at its discounted value, using a market rate at the time of the transaction determined to be
7.6%.

False Claims Act allegations
The Group carries a provision of $4m (2022: $5m) pertaining to all outstanding False Claims Act allegations as discussed
in Note 21. These matters are expected to be settled within the next 12 months.

Intellectual property-related matters
In 2022, as a result of settlement with DRL, the provision for intellectual property-related matters was substantially
transferred to other liabilities. In 2023, the Group entered into an agreement with Alvogen settling the remaining
intellectual property-related matter for $15m, resulting in an additional charge to the consolidated income statement of
$12m and full utilization of the provision.

19. Provisions and other liabilities continued
Other provisions
Other provisions of $2m (2022: $10m) represent retirement benefit costs which are not expected to be settled within one
year. The decrease in the provision reflects the settlement of general legal matters during 2023.

At December 31, 2022

(444)

Other liabilities

At January 1, 2022

Transfer from provisions

Released to income
statement

Share repurchase liability

Interest and discounting

Utilized during the year/
payments

Transfer from provisions

Released to income
statement

Share repurchase liability

Contributions and gains

Interest and discounting

Utilized during the year/
payments

At December 31, 2023

Other liabilities

Current

Non-current

At December 31, 2023

Current

Non-current

At December 31, 2022

DOJ
resolution
$m

Multi-district
antitrust class
and state claims
$m

IP-related
matters
$m

RB indemnity
settlement
$m

Share
repurchase
$m

Other
$m

Total
other liabilities
$m

(492)

—

(6)

—

(6)

—

(30)

—

(70)

—

(1)

(21)

—

(40)

—

(30)

—

(1)

—

(9)

—

(9)

—

(14)

—

(3)

—

(3)

—

(8)

—

(535)

(70)

(9)

(7)

112

(507)

(30)

(14)

(8)

(7)

(397)

(30)

(11)

(23)

(8)

(492)

(53)

(344)

(397)

(52)

(392)

(444)

(30)

—

(30)

—

(11)

—

(11)

(10)

(11)

(21)

(8)

(15)

(23)

(8)

(22)

(30)

(23)

—

(23)

(9)

—

(9)

—

(8)

—

(3)

(125)

(367)

(492)

(79)

(428)

(507)

DOJ resolution
In July 2020, the Group settled criminal and civil liability with the DOJ, the U.S. Federal Trade Commission ("FTC"), and U.S.
state attorneys general. Pursuant to the resolution agreement, aggregate payments (including interest) of $210m have
been made through December 31, 2023. An additional payment of $53m was made in January 2024, and three annual
installments of $50m plus interest will be due every January from 2025 to 2027 with the final installment of $200m due in
December 2027. The Group has the option to prepay. Interest accrues at 1.25% on certain portions of the resolution and
will be paid with the annual installment payments. For non-interest-bearing portions, the liability has been recorded at
the net present value based on timing of the estimated payments and using a discount rate equal to the interest rate on
the interest-bearing portions. In 2023, the Group recorded interest expense totaling $6m (2022: $6m) related to this
resolution. As of December 31, 2023, the Group carries other liabilities of $397m (2022: $444m) related to the settlement
agreement with the DOJ.

Under the terms of the resolution agreement with the DOJ, the Group has agreed to compliance terms regarding its sales
and marketing practices. Compliance with these terms is subject to annual Board and CEO certifications submitted to the
U.S. Attorney’s Office. As part of the resolution with the FTC and as detailed in the text of the stipulated order, for a 10-
year period Indivior Inc. is required to make specified disclosures to the FTC and is prohibited from certain conduct.

194

195

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

19. Provisions and other liabilities continued
In addition to the resolution agreement, the Group entered into a five-year Corporate Integrity Agreement with the HHS
Office of the Inspector General ("HHS-OIG"), pursuant to which the Group committed to promote compliance with laws
and regulations and committed to the ongoing evolution of an effective compliance program, including written standards,
training, reporting and monitoring procedures. The Group is subject to reporting and monitoring requirements, including
annual reports and compliance certifications from key management and the Board’s Nominating & Governance
Committee, which is submitted to HHS-OIG. In addition, the Group is subject to monitoring by an Independent Review
Organization, which submits audit findings to HHS-OIG, and review by a Board Compliance Expert, who prepared a
compliance assessment report in the first and third reporting periods. To date, the Group reasonably believes it has met
all of the requirements specified in these three agreements.

Multi-district antitrust class and state claims
As noted above, the multi-district antitrust claims were resolved during 2023 through settlement agreements entered into
with three classes of plaintiffs. The current liability of $30m at December 31, 2023 reflects the settlement amount payable
to the end payor class. An equivalent amount is held in an escrow account (refer to Note 14).

IP-related matters
Other liabilities for intellectual property related matters of $11m (2022: $21m) relate to the settlement of litigation with
DRL in June 2022. Under the settlement agreement, the Group made payments to DRL in 2022 and 2023, with a final
payment due in 2024. This liability has been recorded at net present value, using a market interest rate at the time of the
settlement determined to be 4.5%, considering the timing of payments and other factors. In 2023, the Group recorded nil
of finance expense (2022: $1m) for time value of money on the liability.

RB resolution
Under the RB indemnity settlement, the Group has paid $26m of the $50m settlement through December 31, 2023. An
additional $8m was paid in January 2024, with remaining annual installment payments of $8m due in January 2025 and
2026. The Group carries a liability of $23m (2022: $30m) related to this settlement. This liability has been recorded at the
net present value, using a market interest rate at the time of settlement determined to be 3.75%, considering the timing
of payment and other factors. In 2023, the Group recorded $1m of finance expense (2022: nil) for time value of money on
the liability.

Share repurchase
In November 2023, the Group commenced a share repurchase program of $100m. As of December 31, 2023, the liability of
$23m represents the amount to be spent under the program through February 23, 2024, after which date the Company has
the ability to modify or terminate the program. As of December 31, 2022, the current liability of $9m represented the
amount to be spent under a 2022 share repurchase program through February 16, 2023. Refer to Note 23 for further
discussion.

Other
Other represents employee-related liabilities which are non-current as of December 31, 2023.

20. Contingent liabilities
The Group has assessed certain legal and other matters to be not probable based upon current facts and circumstances,
including any potential impact the DOJ resolution could have on these matters. Where liabilities related to these matters
are determined to be possible, they represent contingent liabilities. Except for those matters discussed in Note 21 under
“Multi-district antitrust class and state claims” and “False Claims Act allegations,” for which liabilities or provisions have
been recognized, Note 21 sets out the details for legal and other disputes which the Group has assessed as contingent
liabilities. Where the Group believes that it is possible to reasonably estimate a range for the contingent liability this has
been disclosed. Refer to Note 7 for discussion on tax-related contingent liabilities.

21. Legal proceedings
There are certain ongoing legal proceedings or threats of legal proceedings in which the Group is a party, but in which
the Group believes the possibility of an adverse impact is remote and they are not discussed in this Note.

Antitrust litigation and consumer protection
Multi-district antitrust class and state claims
Indivior Inc. has entered into settlement agreements to resolve all claims of all plaintiff groups in the Company's
previously-disclosed antitrust multi-district litigation ("Antitrust MDL"). In the Antitrust MDL, civil antitrust claims had
been filed by three classes of Plaintiffs—namely, (i) 41 states and the District of Columbia (the "States"), (ii) end payors
and (iii) direct purchasers (collectively, the "Plaintiffs"). The Plaintiffs generally alleged, among other things, that Reckitt
Benckiser Pharmaceuticals, Inc. (“RBPI,” now known as Indivior Inc.) violated U.S. federal and/or state antitrust and
consumer protection laws in attempting to delay generic entry of alternatives to SUBOXONE tablets. Plaintiffs further
alleged that RBPI unlawfully acted to lower the market share of these products.

After engaging in informal settlement discussions and formal mediation, Indivior Inc. reached a settlement with the
States for $103m on June 1, 2023. Indivior Inc. entered into a settlement agreement with the end payor class for $30m on
August 14, 2023 and received final court approval on December 5, 2023. On October 22, 2023, Indivior Inc. entered into a
settlement agreement with the remaining direct purchaser class for $385m, which received final court approval on
February 27, 2024.

Other antitrust and consumer protection claims
In 2013, RBPI (now known as Indivior Inc.) received notice that it and other companies were defendants in a lawsuit
initiated by writ in the Philadelphia County (Pennsylvania) Court of Common Pleas. See Carefirst of Maryland, Inc. et al. v.
Reckitt Benckiser Inc., et al., Case. No. 2875, December Term 2013. The plaintiffs included approximately 79 entities, most of
which appeared to be insurance companies or other providers of health benefits plans. The Carefirst plaintiffs' claims
were resolved in connection with final approval of the end payor settlement in the Antitrust MDL, and the Carefirst action
accordingly was dismissed on February 14, 2024.

Humana, Inc. filed a complaint in state court in Kentucky on August 20, 2021 with substantially the same claims as were
raised in the Antitrust MDL. See Humana Inc. v. Indivior Inc., No. 21-CI-004833 (Ky. Cir. Ct.) (Jefferson Cnty). The court lifted
a stay on October 30, 2023. Indivior moved to dismiss the complaint in February 2024. Separately, Centene Corporation,
Wellcare Healthcare Plans, Inc., New York Quality Healthcare Corp. (d/b/a Fidelis Care), and Health Net, LLC filed a
complaint in the Circuit Court for the County of Roanoke, Virginia alleging similar claims on January 13, 2023. See Centene
Corp. v. Indivior Inc., No. CL23000054-00 (Va. Cir. Ct.) (Roanoke Cnty). Indivior demurred to the complaint and asserted
pleas in bar in early February 2024.

Cases filed by (1) Blue Cross and Blue Shield of Massachusetts, Inc., Blue Cross and Blue Shield of Massachusetts HMO
Blue, Inc., (2) Health Care Service Corp., (3) Blue Cross and Blue Shield of Florida, Inc., Health Options, Inc., (4) BCBSM, Inc.
(d/b/a Blue Cross and Blue Shield of Minnesota) and HMO Minnesota (d/b/a Blue Plus), (5) Molina Healthcare, Inc., and
(6) Aetna Inc. were filed in the Circuit Court for the County of Roanoke, Virginia. See Health Care Services Corp. v. Indivior
Inc., No. CL20-1474 (Lead Case) (Va. Cir. Ct.) (Roanoke Cnty). In July 2023, Indivior Inc. and BCBSM, Inc. and HMO Minnesota
agreed to mutual releases and settlement. The remaining plaintiffs asserted claims under federal and state RICO statutes,
state antitrust statutes, state statutes prohibiting unfair and deceptive practices, state statutes prohibiting insurance
fraud, and common law fraud, negligent misrepresentation, and unjust enrichment. The Group filed demurrers, which the
court sustained in part and overruled in part. Separately, Indivior Inc. filed counterclaims against several plaintiffs
alleging violations of certain insurance fraud statutes. The plaintiffs demurred. The court overruled HCSC's demurrer but
sustained the demurrers of the remaining plaintiffs named in Indivior Inc.'s counterclaims. A jury trial on the Group's
pleas in bar to the remaining plaintiffs' fraud claims was held on October 30 – November 3, 2023. The jury rendered a
verdict finding that the plaintiffs' fraud claims are not barred by the statute of limitations. A jury trial on the merits has
been set for July 15, 2024 – August 15, 2024.

The Group is still in the process of evaluating the claims, believes it has meritorious defenses, and intends to defend
itself. No estimate of the range of potential loss can be made at this time.

196

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Financial StatementsIndivior Annual Report and Accounts 2023Notes to the Group Financial Statements continued

21. Legal proceedings continued
Civil opioid litigation
The Group has been named as a defendant in more than 400 civil lawsuits alleging that manufacturers, distributors, and
retailers of opioids engaged in a longstanding practice to market opioids as safe and effective for the treatment of long-
term chronic pain to increase the market for opioids and their own market shares for opioids, or alleging individual
personal injury claims. Most of these cases have been consolidated and are pending in a federal multi-district litigation
("the Opioid MDL") in the U.S. District Court for the Northern District of Ohio. See In re National Prescription Opiate
Litigation, MDL No. 2804 (N.D. Ohio). Nearly two-thirds of the cases in the Opioid MDL were filed by cities and counties,
while nearly one-third of the cases were filed by individual plaintiffs, most of whom assert claims relating to neonatal
abstinence syndrome ("NAS"). Litigation against the Group in the Opioid MDL is stayed. Motions to remand have been
denied or withdrawn in more than 50 cases to which the Group is a party (among numerous other defendants). Motions
to remand remain pending in additional cases to which the Group is a party.

The Court in the Opioid MDL has indicated that it does not intend to set additional bellwether trials for Tier 2 and Tier 3
manufacturer and distributor defendants, provided that those defendants remain actively engaged in mediation. The
plaintiffs' executive committee indicated that it may seek leave to amend complaints to name additional defendants
based on ARCOS data concerning opioid products. The court held a status conference on February 14, 2024, but did not
rule on whether such amendment will be permitted.

Separately, Indivior Inc. was named as one of numerous defendants in civil opioid cases that are not part of the Opioid
MDL:

In 2017, Indivior Inc. was named as one of numerous defendants in International Brotherhood of Electrical Workers Local
728 Family Healthcare Plan v. Allergan, PLC et al., Case ID: 190303872 (C.P. Phila. Cnty). That case was consolidated with
Lead Case No. 2017-008095 in Delaware County and stayed. The Delaware County court held a hearing on September 29,
2023 regarding the status of settlement discussions and other issues in various groups of cases in the consolidated
action. On December 29, 2023, the court issued an order remanding all third-party payor cases, including the case
involving Indivior, back to the Philadelphia Court of Common Pleas. The parties agreed that preliminary objections to the
complaints would be due on the later of April 26, 2024, or one week after the remand order is docketed. The remand
order has not yet been docketed. However, the Philadelphia Court of Common Pleas held a status conference for all
remanded cases on February 28, 2024, during which the court indicated that it does not intend to further stay
proceedings.

Indivior also was named as one of numerous defendants in various other federal and state court cases that are not in
the Opioid MDL and were brought by municipalities. These cases include, for example, 35 actions filed in New York state
court that were removed to federal court, as well as cases filed in federal district courts sitting in Alabama, Florida, and
Georgia. The plaintiffs filed motions to remand the New York cases, which remain pending. The plaintiffs in the case filed
in the Northern District of Alabama have voluntarily dismissed their complaint, subject to certain tolling agreements. The
various other federal actions currently are stayed, and Indivior is not yet required to substantively respond to the
complaints.

Indivior Inc. was named as a defendant in five individual complaints filed in West Virginia state court that were
transferred to West Virginia's Mass Litigation Panel. See In re Opioid Litigation, No. 22-C-9000 NAS (W.V. Kanawha Cnty. Cir.
Ct.) ("WV MLP Action"). All five of Indivior Inc.'s cases in the WV MLP Action involved claims related to NAS. Indivior Inc.
moved to dismiss all five complaints on January 30, 2023. By order dated April 17, 2023, the court granted Indivior's
motions to dismiss. The plaintiffs filed a notice of appeal on June 30, 2023. Appellate briefing in the cases involving
Indivior has been stayed.

Given the status and preliminary stage of litigation in both the Opioid MDL and the separate federal and state court
actions, no estimate of possible loss in the opioid litigation can be made at this time.

21. Legal proceedings continued
False Claims Act allegations
In August 2018, the United States District Court for the Western District of Virginia unsealed a declined qui tam complaint
alleging causes of action under the Federal and state False Claims Acts against certain entities within the Group
predicated on best price issues and claims of retaliation. See United States ex rel. Miller v. Reckitt Benckiser Group PLC et
al., Case No. 1:15-cv-00017 (W.D. Va.). The suit also seeks reasonable attorneys’ fees and costs. The Group filed a Motion to
Dismiss in June 2021, which was granted in part and denied in part on October 17, 2023. The relator filed a sixth amended
complaint against only Indivior Inc. on December 7, 2023. Indivior's deadline to respond to the sixth amended complaint
is March 18, 2024.

In May 2018, Indivior Inc. received an informal request from the United States Attorney’s Office (“USAO”) for the Southern
District of New York, seeking records relating to the SUBOXONE film manufacturing process. The Group provided the USAO
certain information regarding allegations that the government received regarding SUBOXONE film. There has been no
communication regarding this matter with the USAO since 2022.

U.K. shareholder claims
On September 21, 2022, certain shareholders issued representative and multiparty claims against Indivior PLC in the High
Court of Justice for the Business and Property Courts of England and Wales, King’s Bench Division. On January 16, 2023, the
representative served its Particular of Claims setting forth in more detail the claims against the Group, while the same
law firm that represents the representative also sent its draft Particular of Claims for the multiparty action. The claims
made in both the representative and multiparty actions generally allege that Indivior PLC violated the U.K. Financial
Services and Markets Act 2000 (“FSMA 2000”) by making false or misleading statements or material omissions in public
disclosures, including the 2014 Demerger Prospectus, regarding an alleged product-hopping scheme regarding the switch
from SUBOXONE tablets to SUBOXONE film. Indivior PLC filed an application to strike out the representative action. On
December 5, 2023, the court handed down a judgment allowing the Group's application to strike out the representative
action. The court subsequently awarded certain costs to the Group. On January 23, 2024, the claimants requested
permission to appeal the decision to the court of appeals.

The Group has begun its evaluation of the claims, believes it has meritorious defenses, and intends to vigorously defend
itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time.

Tooth damage allegations
The Group has been named as a defendant in more than 40 lawsuits that have been consolidated into a multi-district
litigation in the Northern District of Ohio. See In Re Suboxone (Buprenorphine/Naloxone) Film Products Liability
Litigation, MDL No. 3092 (N.D. Oh.). The plaintiffs generally allege that the Group failed to properly warn physicians of the
risk of dental injury, and further allege that SUBOXONE products were defectively designed. The plaintiffs generally seek
compensatory damages, as well as punitive damages and attorneys’ fees and costs. Product liability cases such as these
typically involve issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence
and findings, actual, provable injury and other matters. These cases are in their preliminary stages. The Group is
evaluating the claims and its defenses, believes it has meritorious defenses, and intends to defend itself. No estimate of
the range of potential loss can be made at this time. These lawsuits follow a June 2022 required revision to the
Prescribing Information and Patient Medication Guide about dental problems reported in connection with buprenorphine
medicines dissolved in the mouth to treat opioid use disorder. This revision was required by the FDA of all manufacturers
of these products.

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Financial StatementsIndivior Annual Report and Accounts 2023Notes to the Group Financial Statements continued

22. Trade and other payables

Accrual for rebates, discounts and returns

Accounts payable

Accruals and other payables

Other tax and social security payable

Trade and other payables

The carrying amounts of total trade and other payables are denominated in the following currencies:

Pound sterling

Euros

U.S. dollar

Other currencies

Trade and other payables

23. Share capital

Issued and fully paid

At January 1, 2023

Ordinary shares issued

Shares repurchased and canceled

At December 31, 2023

Issued and fully paid

At January 1, 2022

Ordinary shares issued

Shares repurchased and canceled

Share consolidation

Equity
ordinary
shares
(thousands)

136,481

1,942

(1,897)

136,526

Equity
ordinary
shares
(thousands)

702,440

4,185

(17,815)

(551,048)

2023
$m

(507)

(65)

(152)

(19)

(743)

2023
$m

(42)

(11)

(663)

(27)

(743)

2022
$m

(428)

(36)

(138)

(15)

(617)

2022
$m

(45)

(12)

(540)

(20)

(617)

Nominal value
paid per share
$

Nominal
value
$m

0.50

(1)

Nominal value
paid per share
$

Nominal
value
$m

0.10

(2)

(1)

Shares repurchased and canceled (post share consolidation)

At December 31, 2022

(1,281)

0.50

136,481

Ordinary shares issued
During the year, 1,942k ordinary shares with a nominal value of $0.50 each (2022: 4,185k ordinary shares with a nominal
value of $0.10 each) were issued to satisfy vesting/exercises under the Group’s Long-Term Incentive Plan, the Indivior U.K.
Savings-Related Share Option Scheme, and the U.S. Employee Stock Purchase Plan. During the year, net settlement of tax
on employee equity awards was $22m (2022: $10m).

Share consolidation
In October 2022, the Company completed a share consolidation. Shareholders received 1 new ordinary share with a
nominal value of $0.50 each for every 5 previously existing ordinary shares which had a nominal value of $0.10 each. As a
result of the consolidation, the Company's issued share capital consisted of 137,762k ordinary shares at $0.50 each at
October 10, 2022 (equivalent shares pre-consolidation: 688,810k).

23. Share capital continued
Shares repurchased and canceled
In May 2022, the Group commenced a second share repurchase program for an aggregate purchase price up to no more
than $100m or 39,699k of ordinary shares (equivalent shares post consolidation: 7,940k), which concluded on February 28,
2023. Over the duration of the program, 17,559k ordinary shares with a nominal value of $0.10 each (equivalent shares
post consolidation: 3,512k) and 1,765k with a nominal value of $0.50 each were repurchased and canceled.

On November 17, 2023, the Group commenced a third share repurchase program for an aggregate purchase price up to no
more than $100m or 13,632k of ordinary shares and ending no later than August 30, 2024. Under this program, 1,413k
ordinary shares were repurchased which had a nominal value of $0.50 each through December 31, 2023.

During the year, the Group repurchased and canceled a total of 1,897k ordinary shares with a nominal value of $0.50 per
share for an aggregate nominal value of $1m. In 2022, 17,815k ordinary shares with a nominal value of $0.10 each
(equivalent shares post consolidation: 3,563k) were repurchased and canceled for an aggregate nominal value of $2m,
including the 256k ordinary shares purchased as part of the Group’s share repurchase program executed in 2021 and
canceled in January 2022. In 2022, subsequent to the share consolidation, the Group repurchased and canceled 1,281k
ordinary shares for an aggregate nominal value of $1m ($0.50 per share).

All ordinary shares repurchased during the year under share repurchase programs were canceled (except for 68k shares
that were canceled in January 2024) resulting in a transfer of the aggregate nominal value to a capital redemption
reserve. The total cost of the purchases made under share repurchase programs during the period, including directly
attributable transaction costs, was $33m (2022: $90m). A repurchase amount of $23m has been recorded as a financial
liability and reduction in retained earnings which represents the amount to be spent under the program through
February 23, 2024, after which date the Company has the ability to modify or terminate the program. Total purchases
under the share repurchase program will be made out of distributable profits.

24. Other equity
Capital redemption reserve
The capital redemption reserve was created for capital maintenance purposes as a result of the repurchase and
cancellation of ordinary shares under the Group’s share repurchase programs as required under the U.K. Companies Act.

Other reserves
The other reserves balance relates to the Group formation in 2014. It represents the difference between the nominal
value of the shares issued by the Company and the net investment in the Group by the former owner.

Foreign currency translation
The foreign currency translation reserve contains the accumulated foreign exchange differences from the translation of
the financial statements of the Group’s foreign operations arising when the Group’s entities are consolidated.

25. Share-based plans
Employee plans
Indivior Long-Term Incentive Plan ("LTIP")
In 2015, a share-based incentive plan was introduced for employees (including Executive Directors) of the Group. An
award under the LTIP can take the form of a nil-cost option, a market value option or a conditional award.

The Remuneration Committee may determine the vesting of awards is conditional upon the satisfaction of one or more
performance conditions. Awards with performance conditions granted under the LTIP will normally have a performance
period of at least three years. Awards granted to Executive Directors are subject to a further two years post-vesting
period.

The fair values of awards granted under the Long-Term Incentive Plans are calculated using a Monte Carlo simulation
model. The key assumptions in the simulation model are share price of the Company, expected volatilities of the
Company, risk-free rate and dividend yield.

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

25. Share-based plans continued
For all plans, the inputs to the option pricing models are reassessed for each grant. The following assumptions were used
in calculating the fair value of options granted under the LTIP schemes.

Award

Grant date

2021 March 1, 2021

2022 March 1, 2022

2022

August 3, 2022

2023 March 3, 2023

Performance
period

Share price on
grant date
£

Volatility1
%

Dividend yield
%

Expected life in
years

Risk-free
interest rate2
%

Weighted
average fair
value
£

Exercisable
shares3
(thousands)

2021-23

2022-24

2023-25

1.29

2.81

3.27

15.12

115

0.10

0.90

3.80

1.16

1.17

2.23

2.41

2.25

9.13

514

1,977

285

1,172

297

26. Related parties
The Group entered into a Relationship Agreement with Scopia Capital Management LP ("Scopia") on March 24, 2021 (as
further amended on July 7, 2022, April 26, 2023, and November 17, 2023, the "Relationship Agreement"). In recognition of
Scopia’s ownership of approximately 16.9% of the Group’s shares at March 24, 2021, the Group agreed to appoint Jerome
Lande as a Representative Director. Scopia agreed to certain standstill provisions (for example to vote on ordinary course
resolutions in accordance with the Board’s recommendation).

The parties amended and restated the Relationship Agreement on July 7, 2022, April 26, 2023, and November 17, 2023, and
further agreed that Scopia would not exercise voting rights in excess of 15% of the outstanding shares.

The Relationship Agreement, as amended, terminates upon the earlier of (i) December 31, 2024, (ii) the date on which
Scopia publicly discloses that it has ceased to hold directly or indirectly at least 3% of the issued share capital of the
Group, or (iii) in certain circumstances, and only in the event that Mr. Lande has resigned from the Board, a specified date
to be calculated with reference to the date of the 2024 Annual General Meeting.

10.63

1,428

Key management compensation is disclosed in Note 5.

1. The expected volatility is based on historical volatility over the period of time commensurate with the expected award term immediately prior

to the date of grant.

2. The risk-free interest rate reflects the continuous risk-free yield based on the U.K. Government interest rates as of the valuation date, based

upon a maturity commensurate with the performance period.

3. Exercisable shares for the 2021-2022 awards reflect the impact of the 5:1 share consolidation completed in October 2022.

The maximum number of shares that could vest under the Group’s LTIP was:

The subsidiaries included in the consolidated financial statements at December 31, 2023 are disclosed in Note 2 to the
Parent Company financial statements.

Outstanding at January 1, 2022

Awarded

Vested/exercised

Forfeited

Share consolidation

Outstanding at December 31, 2022

Awarded

Vested/exercised

Forfeited

Outstanding at December 31, 2023

Total LTIP
millions

(4)

(5)

(31)

(2)

(1)

For awards outstanding at year end, the weighted average remaining contractual life is 1.04 years (2022: 0.97 years).

Other employee plans
The Group operates an HMRC-approved SAYE plan for U.K. employees and U.S. Employee Stock Purchase Plan (ESPP) for
U.S. employees. The amounts recognized for these plans are not material for disclosure.

Charged to income statement
The expense charged to the consolidated income statement for share-based payments is as follows:

Granted in current year

Granted in prior years

Unvested awards due to unmet conditions

Total share-based expense for the year

2023
$m

(8)

(15)

(22)

2022
$m

(7)

(9)

—

(16)

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Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Group Financial Statements continued

27. Acquisition of Opiant
On March 2, 2023, the Group acquired 100% of the share capital of Opiant, which at the time was a publicly traded
company in the United States, for upfront cash consideration of $146m and an additional amount to be potentially paid
upon achievement of net sales milestones. Opiant was a specialty pharmaceutical company focusing on developing drugs
for addictions and drug overdose. As a result of the acquisition, the Group added OPVEE, formerly the pipeline product
OPNT003, an opioid overdose treatment well-suited to confront illicit synthetic opioids like fentanyl, to its addiction
treatment and science portfolio. OPVEE was approved by the FDA in May 2023 and launched in October 2023.

Management elected to apply the optional concentration test under IFRS 3. For the acquisition of Opiant, substantially all
of the fair value of the gross assets acquired was concentrated in the in-process research and development associated
with OPVEE. As substantially all of the fair value of the gross assets acquired (excluding cash and cash equivalents,
deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities) were concentrated in a single asset,
the Group accounted for the transaction as an asset acquisition. With the closing of this transaction, a relative fair value
approach was taken for allocating the purchase consideration to the acquired assets and liabilities with no goodwill
recognized. The Group recorded an intangible asset associated with OPVEE for $126m (refer to Note 9). The Group used a
multi-period excess earnings method, a form of the income approach, to determine the fair value of the intangible asset.

As part of the acquisition of Opiant, the Group agreed to provide a maximum of $8.00 per share in Contingent Value
Rights ("CVR") post-acquisition. The Group will pay $2.00 per CVR for each of the following net revenue thresholds
achieved by OPVEE, during any period of four consecutive quarters prior to the seventh anniversary of the U.S.
commercial launch: (i) $225m, (ii) $300m and (iii) $325m. The remaining (iv) $2.00 per CVR would be paid if OPVEE achieves
net revenue of $250m during any period of four consecutive quarters prior to the third anniversary of the U.S. commercial
launch. The potential undiscounted payout of contingent consideration ranges from nil to $68m based on the
achievement of the milestones. No liabilities were recognized as of December 31, 2023.

An initial recognition exception applies to the tax attributes acquired whereby only certain items are recognized with the
transaction, such as net operating loss carryforwards, other tax carryforwards, and tax credits. Such attributes totaled
$9m, recorded as deferred tax assets.

The cash outflow for the acquisition was $124m, net of cash acquired. Direct transaction costs of $10m are included in
this cash outflow and capitalized as a component of the total cost of the asset acquisition. Of the $146m upfront
consideration, $2m represents acceleration of vesting of employee share compensation and has been recognized as a
post-combination expense. As part of the acquisition, the Group assumed outstanding debt of $10m which was settled
and included as a cash outflow from financing activities.

Additional acquisition-related costs of $16m were incurred in 2023 and included in selling, general, and administrative
expenses, primarily relating to severance, acceleration of vesting of Opiant employee share compensation, and short-
term retention accruals.

The following table summarizes the net assets acquired:

Net assets acquired

Cash and cash equivalents

Inventories

Right-of-use assets

Intangible assets

Deferred tax assets

Other assets

Trade and other payables

Lease liabilities

Borrowings

Total net assets acquired

126

(10)

(2)

(10)

154

28. Business combination
On November 1, 2023, the Group acquired an aseptic manufacturing facility (the "Facility") in the United States for upfront
consideration of $5m in cash and the assumption of certain contract manufacturing obligations (refer to Note 19). The
Facility will be further developed to secure the long-term production and supply of SUBLOCADE and PERSERIS.

The acquisition has been accounted for as a business combination using the acquisition method of accounting in
accordance with IFRS 3 Business Combinations. The assets acquired and liabilities assumed were recorded at fair value,
with the excess of the purchase price over the fair value of the identifiable assets and liabilities recognized as $5m of
goodwill. An onerous contract provision was recorded at fair value to reflect the present value of the expected losses
from assumed contractual manufacturing obligations. Net operating losses attributable to these contractual obligations
will be recorded against the onerous contract provision from the date of acquisition through fulfillment of the contracts
in late 2025.

For the period from November 1, 2023 through December 31, 2023, the Facility's contribution to the Group’s revenue and
net loss were immaterial. Substantially all of the Facility's costs were recorded against the onerous contract provision. If
the acquisition had occurred on January 1, 2023, management estimates the acquired business would have contributed
revenue of $10m and contributed net loss would have been immaterial as substantially all of the net loss would have
been recorded against the onerous contract provision.

Acquisition-related costs
The Group incurred acquisition-related costs of $6m for advisory, legal, and other professional fees. These costs have
been included in selling, general and administrative expenses in the consolidated income statement.

Identifiable assets acquired and liabilities assumed
The following table summarizes the provisional fair value of assets acquired and liabilities assumed at the date of
acquisition:

Net assets acquired

Property, plant and equipment

Deferred tax assets

Trade and other payables

Provisions

Total net assets acquired

Goodwill
Goodwill arising from the acquisition has been recognized as follows:

Consideration transferred

Fair value of net assets acquired

Goodwill

(1)

(29)

—

The goodwill is primarily attributable to Indivior-specific synergies relating to accelerated in-sourcing of SUBLOCADE
production and the skills and technical talent of the Facility's workforce. None of the goodwill recognized is expected to
be deductible for tax purposes.

As the acquisition was completed in late 2023, the Group expects to finalize the purchase accounting as soon as possible
but no later than one year from the acquisition date.

204

205

Financial StatementsIndivior Annual Report and Accounts 2023

Parent Company Balance Sheet

Parent Company Statement of Changes in Equity

As at December 31

Fixed assets

Investments in subsidiaries

Current assets/(liabilities)

Deferred tax

Debtors due within one year

Cash and cash equivalents

Creditors due within one year

Net current assets

Total assets less current liabilities

Creditors due after one year

Net assets

Equity

Share capital

Share premium

Capital redemption reserve

Retained earnings

Total equity

Note

2023
$m

2022*
$m

1,551

1,550

(51)

(75)

1,560

1,552

(15)

(22)

1,545

1,530

1,459

1,545

1,448

1,530

* See Note 3 for details regarding the change in presentation of deferred tax
The net income of the Parent Company for the financial year was $58m (2022: $126m). The financial statements on pages
206 to 213 were approved by the Board of Directors on March 5, 2024 and signed on its behalf by:

Mark Crossley
Director

Ryan Preblick
Director

Balance at January 1, 2022

Comprehensive income

Net income for the financial year

Other comprehensive income

Total comprehensive income

Transactions recognized directly in equity

Shares issued

Shares repurchased and canceled

Transfer to share repurchase liability

Share-based payments

Settlement of tax on equity awards

Total transactions recognized directly in equity

Balance at December 31, 2022

Balance at January 1, 2023

Comprehensive income

Net income for the financial year

Other comprehensive income

Total comprehensive income

Transactions recognized directly in equity

Shares issued

Shares repurchased and canceled

Transfer to share repurchase liability

Transfer from share repurchase liability

Share-based payments

Settlement of tax on equity awards

Total transactions recognized directly in equity

Balance at December 31, 2023

Notes

Share
capital
$m

Share
premium
$m

Capital
redemption
reserve
$m

Retained
earnings
$m

Total
equity
$m

1,415

1,495

—

(3)

—

(2)

—

(1)

—

126

—

126

—

(90)

(9)

(10)

(93)

126

—

126

(90)

(9)

(10)

(91)

1,448

1,530

1,448

1,530

—

(33)

(23)

(22)

(47)

—

(33)

(23)

(22)

(43)

1,459

1,545

206

207

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Parent Company Financial Statements

1. Accounting policies
Indivior PLC (the “Company” or the “Parent Company”) is
the Parent Company of the Indivior Group. The Parent
Company financial statements for the year ended
December 31, 2023, were authorized for issue by the Board
of Directors on March 5, 2024, and the balance sheet was
signed on the Board’s behalf by Mark Crossley and Ryan
Preblick. Indivior PLC is an investment holding company
and is a public limited company incorporated and
domiciled in England, United Kingdom. The address of the
registered office and company number are given on page
215.

As permitted by s408 of the Companies Act 2006, no profit
and loss account is presented for Indivior PLC. The results
of the Company are included in the consolidated financial
statements of Indivior PLC.

The accounting policies which follow apply to preparation
of the financial statements for the year ended
December 31, 2023. They have all been applied consistently
throughout the year and the preceding year. The financial
statements are prepared in U.S. dollars and are rounded to
the nearest million.

The exchange rates used for the translation of currencies
into U.S. dollars that have the most significant impact on
the Company results were:

GBP year-end exchange rate

GBP average exchange rate

2023

2022

1.2731

1.2435

1.2083

1.2386

Basis of preparation
The Company and its subsidiaries (together, “the Group”)
are predominantly engaged in the development,
manufacture and sale of buprenorphine-based
prescription drugs for the treatment of opioid dependence,
and co-occurring disorders.

These financial statements were prepared in accordance
with Financial Reporting Standard 101, "Reduced Disclosure
Framework" ("FRS 101"). The financial statements are
prepared under the historical cost convention, and in
accordance with the Companies Act 2006 as applicable to
companies using FRS 101, for all periods presented.

The Company is included in the Group financial statements
of Indivior PLC, which are publicly available on the
Company’s website.

The Company from a going concern perspective is
inextricably linked to the Group. The Directors have
considered the Group’s and Company’s financial plan, in
particular reference to the period through to June 2025.
The Directors have concluded that it is appropriate to
prepare the Group’s financial statements on a going
concern basis. This conclusion also applies to the
preparation of the Parent Company’s financial statements
for the reasons set out below.

The Directors have assessed the Group’s ability to maintain
sufficient liquidity to fund its operations, fulfill financial
and compliance obligations as set out in Note 19 of the
Notes to the Group financial statements, and comply with
the minimum liquidity covenant in the Group’s term loan
for the 2025 going concern period. A base case model was
produced reflecting:

1. Accounting policies continued
b. The requirements of paragraphs 17 and 18 of IAS 24

Related-Party Disclosures to disclose information about
key management personnel compensation and related
party transactions entered into between two or more
members of a group, provided that any subsidiary which
is a party to the transaction is wholly owned by such a
member.

c. The requirements of paragraphs 30 and 31 of IAS 8

Accounting Policies, Changes in Accounting Estimates
and Errors to provide information about the impact of
IFRSs that have been issued but are not yet effective.

d. The requirements of IAS 7 Statement of Cash Flow to

prepare a cash flow statement for any qualifying entity.

e. The requirements of IFRS 7 Financial Instruments:

– Board reviewed financial plans for the period; and

Disclosures.

– settlement of liabilities and provisions in line with
contractual terms, which are expected to be fully
approved by the courts as agreed.

The Directors also assessed a “severe but plausible”
downside scenario which included the following key
changes to the base case within the going concern period:

– the risk that SUBLOCADE will not meet revenue growth
expectations in the U.S. by modeling a 10% decline on
forecasts;

– an accelerated decline in U.S. SUBOXONE film sales to

generic analogues; and

– a further decline in rest of the world sublingual product

net revenue.

Under both the base case and the downside scenario,
sufficient liquidity exists and is generated from operations
such that all business and covenant requirements are met
for the going concern period. As a result of the analysis
described above, the Directors reasonably expect the
Group to have adequate resources to continue in
operational existence for at least one year from the
approval of these financial statements and therefore
consider the going concern basis to be appropriate for the
accounting and preparation of these financial statements.

The Company has taken advantage of the following
disclosure exemptions under FRS 101:

a. The requirements of paragraphs 45(b) and 46 to 52 of

IFRS 2 Share-Based Payments for an ultimate parent: the
share-based payment arrangement must concern its own
equity instruments and its separate financial statements
must be consolidated financial statements of the Group;
and in both cases, this exemption requires that
equivalent disclosures are included in the consolidated
financial statements of the Group in which the entity is
consolidated.

f. The requirements of IAS 1 to present a third statement of
financial position where there is a change in accounting
policy, retrospective restatement or reclassification that
has a material effect.

g. The requirements of paragraphs 10(d), 10(f), 16, 38, 38A-D,

40A-D, 111, 134-6 of IAS 1 Presentation of Financial
Statements to present:

– a statement of financial position and related notes at the
beginning of the earliest comparative period whenever
an entity applies an accounting policy retrospectively,
makes a retrospective restatement, or when it
reclassifies items in its financial statements;

– an explicit statement of compliance with IFRS. Indeed,

FRS 101 prohibits such a statement of compliance and an
FRS 101 statement of compliance is required instead; and

– information about capital and how it is managed.

New standards and amendments
There are no new accounting standards that are effective
from January 1, 2023 that have had a material impact on
the Company.

Foreign currency translation
Transactions denominated in foreign currencies are
translated using exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses
resulting from the settlement of foreign currency
transactions and from the translation at year-end
exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognized in the
income statement.

Taxation
The tax charge/credit is based on the result for the year
and takes into account taxation deferred due to timing
differences between the treatment of certain items for
taxation and accounting purposes. Deferred tax liabilities
are provided for in full and deferred tax assets are

recognized to the extent that they are considered
recoverable.

A deferred tax asset is considered recoverable if it can be
regarded as more likely than not that there will be suitable
taxable profits against which to recover carried-forward tax
losses and from which the future reversal of underlying
timing differences can be deducted.

Deferred tax is measured at the tax rates that are expected
to apply in the periods in which the timing differences are
expected to reverse, based on tax rates and laws that have
been enacted or substantively enacted by the balance
sheet date. Deferred tax is measured on an undiscounted
basis.

Investments in subsidiaries
Investments in subsidiaries are stated at the lower of cost
and their recoverable amount, which is determined as the
higher of fair value less cost to sell and value in use.

A review of the potential impairment of an investment is
carried out by the Directors if events or changes in
circumstances indicate that the carrying value of the
investment may not be recoverable. Such impairment
reviews are performed in accordance with IAS 36
Impairment of Assets.

Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current
balances with banks and similar institutions, and highly
liquid investment with original maturities of less than
three months.

Financial instruments
The Company only enters into basic financial instrument
transactions that result in the recognition of basic financial
assets and liabilities, including cash and cash equivalents,
and receivables, payables and loans to and from related
parties. These transactions are initially recorded at fair
value and subsequently recognized at amortized cost. See
Note 15 of the Notes to the Group financial statements for
more information on the Group’s policies on financial
instruments.

Accounting estimates and judgments
In the application of the Company’s accounting policies,
the Directors are required to make some estimates and
assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on
historical experience and other factors that are considered
to be relevant. Actual results may differ from these
estimates. See Note 2 of the Parent Company financial
statements for key judgments and assumptions used in
assessing the carrying value of the Company's investments.

208

209

Financial StatementsIndivior Annual Report and Accounts 2023Notes to the Parent Company Financial Statements continued

2. Investments in subsidiaries
In 2022, the Company executed an agreement to fund insurance coverage. As part of the arrangement, the Company
transferred $26m to a separate cell of an insurance company. The Company controls the separate cell, an unincorporated
entity, and receives benefit from its investment returns. As a result, the separate cell is deemed a structured entity in
accordance with IFRS 12 and is consolidated by the Company. The transfer of funds represents a capital contribution from
the Company and has been included as an addition to investments in subsidiaries.

Capital contributions in respect of share-based payments, net, relate to the grant by the Company of awards in its equity
instruments to the employees of subsidiary undertakings in the Group.

At January 1

Capital contributions in respect of share-based payments, net

Additions

At December 31

2023
$m

2022
$m

1,550

1,508

—

1,551

1,550

Impairment of investments in subsidiaries
At the end of the year the Directors evaluated internal and external factors and other triggering events that may give rise
to a potential impairment. The Directors also considered the relationship between market capitalization of the Company
and the carrying value of the Company's investments, among other factors, when reviewing for indicators of impairment.
As at December 31, 2023, Indivior PLC's market capitalization (adjusted for net cash) was above the Company's
investments in subsidiaries value of $1,551m (2022: $1,550m) indicating no impairment triggers. The Directors have
concluded that the investment in subsidiaries balance was fully recoverable, and no impairment was required as of
December 31, 2023.

2. Investments in subsidiaries continued
Subsidiaries
The subsidiaries as at December 31, 2023, all of which are included in the consolidated financial statements, are shown
below, in accordance with s410 of the Act.

Name
Indivior Canada Limited

Country of
incorporation or
registration and
operation
Canada

Registered office
333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6, Canada

Principal activity
Operating company

Effective % of share
capital held by the
Group
Common shares 100

Indivior Deutschland GmbH

Germany

Hermsheimer Straße 3, 68163 Mannheim, Germany

Operating company

Ordinary shares 100

Indivior España S.L.U.

Spain

Pasceo de la Castellana 135-planta 7a 28406 Madrid Spain

Operating company

Ordinary shares 100

Indivior EU Limited

England and Wales

Indivior Europe Limited

Indivior Finance LLC

Indivior Finance (2014) LLC

Ireland

U.S.*

U.S.

The Chapleo Building, Henry Boot Way, Priory Park, Hull, HU4 7DY,
United Kingdom

Operating company

Ordinary shares 100

27 Windsor Place, Dublin 2, Ireland

Operating company

Ordinary shares 100

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Finance company

Common stock 100

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Holding and finance
company

US $1 shares 100

Indivior Finance S.àr.l

Luxembourg

21 Fort Elizabeth, L-1463 Luxembourg

Finance company

US $100 shares 100

Indivior France SAS

France

7 Avenue de la Cristallerie, 92310 Sèvres, France

Operating company

Ordinary shares 100

Indivior Global Holdings Limited

England and Wales

234 Bath Road, Slough, Berkshire.SL1 4EE, United Kingdom

Holding and operating
company

Ordinary shares 100

Indivior Inc.

Indivior Israel Limited

Indivior Italia S.r.l

Indivior Jersey Finance LLC

Indivior Jersey Finance (2021)
Limited

U.S.

Israel

Italy

U.S.**

Jersey

Indivior Nordics ApS

Denmark

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Operating company

Common stock 100

6th Habanai St. Modiin, 7178365

Operating company

Ordinary shares 100

Corso di Porta Romana 68, 20122 Milano, Italy

Operating company

Ordinary shares 100

251 Little Falls Drive, Wilmington, Delaware, 19808, United States

Finance company

Membership interests

28 Esplanade, St Helier, Jersey, JE2 3QA, Jersey

Finance company

Ordinary shares 100

c/o Lundgrens Advokatpartnerselskab, Tuborg Boulevard 12, 4.,
2900 Hellerup, Denmark

Operating company

Ordinary shares 100

Indivior Manufacturing LLC

U.S.

251 Little Falls Drive, Wilmington, Delaware, 19808, United States

Operating company

Membership interests

Separate Account of Meridian
Insurance Company Limited

Opiant Pharmaceuticals UK
Limited

Bermuda

Clarendon House, 2 Church Street, Hamilton, Bermuda

Structured entity

England and Wales

234 Bath Road, Slough, Berkshire.SL1 4EE, United Kingdom

Operating company

Ordinary shares 100

Indivior Pty Limited

Australia

Pod B.02, Level 3, 78 Waterloo Road, Macquarie Park, NSW 2113,
Australia

Operating company

Ordinary shares 100

Indivior Schweiz AG

Indivior SMTM LLC

Indivior Solutions Inc.

Indivior South Africa (Pty)
Limited

Switzerland

Neuhofstrasse 5A, 6340, Baar, Switzerland

Operating company

Ordinary shares 100

U.S.

South Africa

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Finance company

Membership interests

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Dormant company

Common stock 100

Building 21 C, Woodlands Office Park, 20 Woodlands Drive,
Woodmead, 2191, South Africa

Operating company

Common stock 100

Indivior Treatment Services, Inc.

U.S.

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Operating company

Common stock 100

Indivior UK Limited

England and Wales

The Chapleo Building, Henry Boot Way, Priory Park, Hull, HU4 7DY,
United Kingdom

Holding and operating
company

Ordinary shares 100

Indivior UK Finance No 1 Limited

England and Wales

234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom

Finance company

Ordinary shares 100

Indivior UK Finance No 2 Limited

England and Wales

234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom

Finance company

Ordinary shares 100

Indivior UK Finance No 3 Limited

England and Wales

234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom

Finance company

Indivior US Holdings Inc.

U.S.

251 Little Falls Drive, Wilmington, Delaware 19808, United States

Holding company

RBP Global Holdings Limited

England & Wales

234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom

Holding and Finance
company

* Indivior Finance LLC is registered in the U.S. state of Delaware but also has a U.K. establishment.

** Indivior Jersey Finance LLC is registered in the U.S. state of Delaware, but also has a principal place of business in Jersey.

Company limited by
guarantee

Class A and Class B
common stock 100

Ordinary shares 100

210

211

Financial StatementsIndivior Annual Report and Accounts 2023

Notes to the Parent Company Financial Statements continued

2. Investments in subsidiaries continued
In March 2023, Opiant Pharmaceuticals, Inc. and Opiant Pharmaceuticals UK Limited were acquired by the Group (refer to
Note 27 of the Notes to the Group financial statements). In November 2023, the Group acquired RAL Manufacturing LLC,
which was renamed Indivior Manufacturing LLC upon acquisition.

Separate Account of Meridian Insurance Company Limited was established in 2022 and is consolidated by the Group.

With the exception of Indivior Global Holdings Limited, none of the above subsidiaries is held directly by Indivior PLC.

The following subsidiaries were dissolved or deregistered in 2023: Bio-Found Limited, Indivior Hrvatska d.o.o., Indivior
Česko s.r.o., Indivior Jersey Limited, Opiant Pharmaceuticals, Inc. and Indivior Nederland B.V.

Exemption from statutory audit by parent guarantee
Certain wholly owned entities within the Group are covered by a guarantee provided by Indivior PLC. Under this
guarantee, the Company guarantees all outstanding liabilities of these entities as at December 31, 2023. No liability is
expected to arise under this guarantee. These entities will utilize an exemption under Section 479A of the Act from the
requirement for statutory audit of the individual entity financial statements. The entities covered by this guarantee are
listed below.

Name
Indivior Global Holdings Limited

Country of
incorporation
or registration
and operation
England and Wales

Registered office
234 Bath Road, Slough, Berkshire.SL1 4EE, United Kingdom

Indivior UK Finance No1 Limited
Indivior UK Finance No2 Limited
Indivior UK Finance No3 Limited

England and Wales
England and Wales
England and Wales

234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom
234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom
234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom

Principal activity
Holding and
operating company

Finance company
Finance company
Finance company

Effective %
of share capital
held by the Group
Ordinary shares 100

Ordinary shares 100
Ordinary shares 100
Company limited by
guarantee

Opiant Pharmaceuticals UK Limited

England and Wales

234 Bath Road, Slough, Berkshire.SL1 4EE, United Kingdom

Operating company

Ordinary shares 100

3. Deferred tax

Deferred tax assets due after one year:

Deferred tax assets

5. Creditors

Amounts falling due after one year:

Amounts owed to third parties

Amounts falling due within one year:

Amounts owed to subsidiaries

Amounts owed to third parties

Creditors

2023
$m

2022
$m

(15)

(22)

(17)

(34)

(66)

(54)

(21)

(97)

Amounts owed to Group undertakings are payable within one year with a maturity date of December 2024 and bear
interest at USD SOFR plus a spread up to 0.25%. Amounts owed to third parties primarily relate to the settlement
agreement between the Group and Reckitt Benckiser and the Group’s share repurchase program. Further information can
be found in Note 19 of the Notes to the Group financial statements.

6. Share capital and share premium
Further information on the share capital of the Company including the repurchase and cancellation of ordinary shares
can be found in Note 23 of the Notes to the Group financial statements. Share premium represents additional paid in
capital or paid in surplus (not distributable). All ordinary shares repurchased under the share repurchase program were
canceled resulting in a transfer of the aggregate nominal value to a capital redemption reserve.

7. Share-based plans
The disclosure relating to the Company is detailed in Note 25 of the Notes to the Group financial statements. In preparing
the Company financial statements, the Company has applied IFRS 2 ‘Share-Based Payments’. Although the Company does
not incur a charge under this standard, the issuance by the Company to its subsidiaries of a grant of share awards over
the Company’s shares represents additional capital contributions by the Company in its subsidiaries. The additional
capital contribution is based on the fair value of the grant issued, allocated over the underlying grant’s vesting period.

2023
$m

2022
$m

8. Directors and employees
There were no employees of the Company during this or the previous financial year.

Deferred tax assets relate primarily to losses carried forward. Deferred tax has been reclassified from fixed assets to
current assets to comply with the format prescribed in the Companies Act 2006.

Details of the remuneration for the Group’s key management personnel and Directors are given in Note 5 of the Notes to
the Group financial statements.

4. Debtors due within one year
Debtor balances due within one year have been assessed for recoverability in accordance with IFRS 9 and no impairment
was identified and thus no provision was recorded. In 2023 and 2022 there have been no credit losses.

Amounts owed by subsidiaries

Prepayments and other receivables

Debtors due within one year

Amounts owed by Group undertakings are unsecured and repayable on demand.

2023
$m

2022
$m

9. Auditors’ remuneration
The fee charged for the statutory audit of the Company was $0.05m (2022: $0.05m). Details for the Group audit fees and
non-audit fees are given in Note 4 of the Notes to the Group financial statements.

10. Related party transactions
The Company has taken advantage of the exemption within IAS 24 Related Party Disclosures not to disclose related party
transactions with wholly owned subsidiaries of the Group. There were no other related party transactions.

212

213

Financial StatementsIndivior Annual Report and Accounts 2023

Historical financial information

Income statement

Revenue from continuing operations

Operating (loss)/profit

Net finance income/(expense)

Profit/(loss) on ordinary activities before tax

Tax benefit/(expense) on profit on ordinary activities

Net income/(loss)

Balance sheet

Net assets
Net working capital1

Statistics

Operating margin

Tax rate
Diluted earnings/(loss) per share (dollars)2

2023
$m

1,093

(4)

2022
$m

901

(85)

(10)

(95)

(53)

—

(347)

(283)

-0.4 %

-100.0 %

-9.4 %

44.2 %

$0.01

($0.38)

2021
$m

791

213

(23)

190

205

203

(423)

26.9 %

-7.9 %

$1.35

2020
$m

647

(156)

(17)

(173)

(148)

(252)

-24.1 %

14.4 %

($1.01)

2019
$m

785

178

180

(46)

134

209

(323)

22.7 %

25.6 %

$0.89

1. Net working capital includes inventory plus trade receivables less trade and other payables for 2020-2023. Net working capital for 2019 includes

the aforementioned accounts plus current other assets.

2. Diluted earnings/(loss) per share for all periods reflect the effect of the 1:5 share consolidation.

214

Information for Shareholders

Information for
Shareholders

Key dates
First quarter financial
results announcement

2024 AGM

Half year financial
results announcement

April 25, 2024

May 9, 2024

July 25, 2024

Third quarter financial
results announcement October 24, 2024

Note: dates may be subject to change
2024 AGM
The AGM will be held at 12.00pm (U.K.
time) on Thursday May 9, 2024 at the
Marlborough Theatre, No. 11 Cavendish
Square, London, W1G 0AN. The Notice
of Meeting, together with information
regarding the business to be
conducted at the meeting and results
of voting, will be available on the
Company’s website www.indivior.com.

Shareholders are encouraged to
submit their votes ahead of the
meeting either by submitting a Form
of Proxy or by voting electronically
(please see the Notice of Meeting for
further details regarding voting at
the AGM).

Documents on display
Copies of Directors’ service contracts
with the Company, the terms and
conditions of the Non-Executive
Directors’ appointments and draft
rules of the Indivior 2024 Long-Term
Incentive Plan and the Indivior 2024
UK Savings Related Share Option Plan
will be available for inspection by
shareholders at the AGM.

Managing your
shareholding

Investor Center
Investor Center is Computershare’s
self-service website which allows
shareholders to manage their share
portfolios easily and efficiently.

Through the Investor Center website,
Indivior PLC shareholders (including
participants in the Indivior PLC
Corporate Sponsored Nominee facility)
can do the following:

– view share balances and values;
– amend personal details;
– download printable forms;
– view payment and tax

information; and

– register for eDelivery.

To set up an account in Investor
Center, go to www-us.computershare.
com/Investor/#Home (if you are a
registered shareholder) or www-uk.
computershare.com/Investor/#Home
(if you are a participant in the Indivior
PLC Corporate Sponsored Nominee
facility) and click “Register now”.

eDelivery
We encourage you to join the growing
number of our shareholders who
receive shareholder communications
and documents electronically, in place
of receiving paper copies by mail.
By registering for eDelivery you will
receive information by email quickly
and efficiently and help us to reduce
both our environmental impact
and our costs.

Registered address
Indivior PLC
234 Bath Road, Slough, Berkshire,
SL1 4EE, U.K.

Registered in England and Wales
(company number: 09237894)

Website: www.indivior.com

Company Secretary
Kathryn Hudson
Email: cosec@indivior.com

Registrar
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078 U.S.A.

TEL: 1 (866) 644-4127 (in the U.S.)
TEL: 1 (781) 575-2906 (outside the U.S.)

Email:
web.queries@computershare.com

Website:
www-us.computershare.com/
Investor/#Home

Indivior PLC Corporate
Sponsored Nominee facility
provider
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ

TEL: +44 (0) 370 707 1820 (calls to
this helpline from outside the U.K.
are charged at the applicable
international rates)

Email:
web.queries@computershare.com

Website:
www-uk.computershare.com/
Investor/#Home

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Additional InformationIndivior Annual Report and Accounts 2023Information for Shareholders continued

Publications and Conference Abstracts

By registering for eDelivery you will
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when and how to access shareholder
documents online. Shareholders
who receive eDelivery are entitled
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facility provider” above.

Dividends
The Board have determined that it
does not anticipate the payment of
dividends for the foreseeable future.

Dealing in
Indivior securities

Ordinary shares
The Company’s ordinary shares are
admitted to listing on the Official List
of the U.K. Financial Conduct Authority
and are admitted to trading on both
the London Stock Exchange and
Nasdaq Global Select Market.
Both are regulated markets.

Share price information can be found
at www.indivior.com under “Investors”.

Shareholders wishing to sell or
purchase shares in the Company may
do so through a bank or a stockbroker.
Participants in the Indivior PLC
Corporate Sponsored Nominee facility
may also sell or purchase shares
through Computershare. Please go to
www-uk.computershare.com/
Investor/#Home and select “Share
Dealing”. For more information please
contact Computershare using the
contact details under “Indivior PLC
Corporate Sponsored Nominee facility
provider” above.

Boiler room scams
Shareholders are advised to be wary
of any offers of unsolicited investment
advice or offers of free company or
research reports. These are typically
from overseas brokers, who target
U.K. shareholders offering to sell
them what often turn out to be
worthless or high-risk shares in U.S.
or U.K. securities.

If you receive any unsolicited
investment advice you should
firstly obtain the name of the
person and organization and check
that they are properly authorized by
the U.K. Financial Conduct Authority
before getting involved, by visiting
www.fca.org.uk/register.

Using an unauthorized firm to buy
or sell shares or other securities will
prohibit access to the U.K. Financial
Ombudsman Service or U.K. Financial
Services Compensation Scheme.

Peer-Reviewed
Publications 2023

1. Newman AH, Xi ZX, Heidbreder C
(2023) Current Perspectives on
Selective Dopamine D3 Receptor
Antagonists/Partial Agonists as
Pharmacotherapeutics for Opioid
and Psychostimulant Use Disorders.
Curr Top Behav Neurosci. 60:157-
201. https://doi.
org/10.1007/7854_2022_347
2. Craft WH, Shin H, Tegge AN, Keith
DR, Athamneh LN, Stein JS, et al.
(2023) Long-term recovery from
opioid use disorder: recovery
subgroups, transition states and
their association with substance
use, treatment and quality of life.
Addiction, 118:890-900 https://doi.
org/10.1111/add.16115

3. Heidbreder C, Fudala PJ, Greenwald
MK (2023) History of the discovery,
development, and FDA-approval of
buprenorphine medications for the
treatment of opioid use disorder.
Drug Alcohol Depend Rep, 6:100133.
https://doi.org/10.1016/j.
dadr.2023.100133

4. McDonald MJ, DeVeaugh-Geiss AM,
Chilcoat HD, Havens JR (2023)
Assessing motivations for
nonprescribed buprenorphine use
among rural Appalachian
substance users. J Addict Med,
17(1):95-100. https://doi.
org/10.1097/
ADM.0000000000001050

5. Ijioma SC, Chilcoat HD, DeVeaugh-
Geiss A (2023) Oral buprenorphine
utilization, concomitant
benzodiazepines and opioid
analgesics, and payment source:
Trends from 2015 to 2019. J Subst
Use Addict Treat, 147:208980.
https://doi.org/10.1016/j.
josat.2023.208980

6. Ochalek TA, Ringwood KJ, Davis TT,
Gal TS, Wills BK, et al. (2023) Rapid
induction onto extended-release
injectable buprenorphine following
opioid overdose: A case series. Drug
Alcohol Depend Rep, 7:100144.
https://doi.org/10.1016/j.
dadr.2023.100144

7. Crystal R, Ellison M, Purdon C,

Skolnick P (2023) Pharmacokinetic
properties of an FDA-approved
intranasal nalmefene formulation
for the treatment of opioid
overdose. Clin Pharmacol Drug Dev.
Epub ahead of print. https://doi.
org/10.1002/cpdd.1312

8. Lee K, Zhao Y, Merali T, Fraser C,

Kozicky JM, Mormont MC, Conway B
(2023) Real-world evidence for
impact of opioid agonist therapy
(OAT) on non-fatal overdose in
patients with opioid use disorder
(OUD) during the COVID-19
pandemic. J Addict Med, Epub
ahead of print. https://doi.
org/10.1097/
ADM.0000000000001213

9. Rutrick D, Learned SM, Boyett B,

Hassman D, Shinde S, Zhao S (2023)
8-Month efficacy and safety
analysis of monthly subcutaneous
buprenorphine injection for opioid
use disorder: Integrated analysis of
phase 3 studies. J Subst Use Addict
Treat, 154:209155. https://doi.
org/10.1016/j.josat.2023.209155
10. Mariani, JJ, Dobbins, RL, Heath, A,
Gray, F, Hassman, H. Open-label
investigation of rapid initiation of
extended-release buprenorphine in
patients using fentanyl and
fentanyl analogs. Am J Addict. 2023;
1-7. https://doi.org/10.1111/
ajad.13484

11. Marsden J, Kelleher M, Gilvarry E,
Mitcheson L, Bisla J, Cape A,
Cowden F, Day E, Dewhurst J, Evans
R, Hardy W, Hearn A, Kelly J, Lowry
N, McCusker M, Murphy C, Murray
M, Myton T, Quarshie S, Vanderwaal
R, Wareham A, Hughes D, Hoare Z.
(2023) Superiority and cost-
effectiveness of monthly extended-
release buprenorphine versus daily
standard of care medication: a
pragmatic, parallel-group, open-
label, multicentre, randomised,
controlled, phase 3 trial.
eClinicalMedicine, ePub ahead of
print. https://doi.org/10.1016/j.
eclinm.2023.102311

12. Greenwald MK, Wiest KL, Haight BR,

Laffont CM, Zhao Y. (2023)
Examining the benefit of a higher
maintenance dose of extended-
release buprenorphine in opioid-
injecting participants treated for
opioid use disorder. Accepted
11/17/23, In Press.

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Additional InformationIndivior Annual Report and Accounts 2023Publications and Conference Abstracts

Published Conference
Abstracts 2023

1. Sutton S, Dean B, Cummings T,
Magagnoli, Mullen W, Gaiazov S
(2023) Use of long-acting injectable
buprenorphine (BUP-XR) among
Veteran Health Administration
Patients. Association of Military
Surgeons of the United States
(AMSUS) Annual Meeting, February
13-16, 2023, National Harbor, MD.
2. Ogbonnaya A, Flynn C, Farrelly E,

Gaiazov S, Mullen W (2023)
Utilization of Medication for Opioid
Use Disorder in Opioid Treatment
Programs. Academy of Managed
Care Pharmacy (AMCP) Annual
Meeting, March 21-24, San
Antonio, TX.

3. Halpern R, Mullen W, Gaiazov S, Le

L, Landis C, Wheeler A (2023)
Assessment of Treatment Paths For
OUD Patients After an Acute OUD
Event. American Society for Clinical
Pharmacology & Therapeutics
(ASCPT), March 22-24, Atlanta, GA.
4. Ogbonnaya A, Flynn C, Farrelly E,

Gaiazov S, Mullen W (2023)
Utilization of Medication for Opioid
Use Disorder in Opioid Treatment
Programs. College of Psychiatric
and Neurologic Pharmacists (CPNP)
/ American Association of
Psychiatric Pharmacists (AAPP),
April 16-19, Atlanta, GA.

5. Ellison M, Fratantonio J, Hutton E,

Skolnick P (2023) A
Pharmacodynamic Study
Comparing IN Nalmefene to IN
Naloxone in Healthy Volunteers.
College of Psychiatric and
Neurologic Pharmacists (CPNP) /
American Association of Psychiatric
Pharmacists (AAPP), April 16-19,
Atlanta, GA.

6. Huang D, Poole CD, Flynn C, Mullen
W, Gaiazov S (2023) A novel cost
impact analysis framework and
model to evaluate medications for
opioid use disorder within the US
criminal justice system.
International Society for
Pharmacoeconomic and Outcomes
Research (ISPOR), May 7-10,
Boston, MA.

7. Lee K, Zhao Y, Merali T, Fraser C,

Kozicky J, Conway B (2023)
Association between Ongoing Illicit
Fentanyl Use and Risk for Non-Fatal
Overdose among Patients Treated
with Opioid Agonist Therapy in
Canada. College on Problems of
Drug Dependence (CPDD) Annual
Scientific Meeting, June 17-21,
Denver, CO.

8. Tomlinson DC, Tegge AN, Freitas-
Lemos R, Craft WH, Le Moigne A,
DeVeaugh-Geiss AM, et al. (2023)
Cumulative Vulnerabilities: An
Investigation of Lifetime Substance
Use Among Individuals in Recovery
from Opioid Use Disorder. College
on Problems of Drug Dependence
(CPDD) Annual Scientific Meeting,
June 17-21, Denver, CO.

9. Craft WH, Tegge AN, Dwyer CL,

Tomlinson DC, Keith DR, Athamneh
LN, et al. (2023) Pain in Opioid Use
Disorder Recovery: Is Pain Severity
or Chronicity a Stronger Predictor
of Health Outcomes? College on
Problems of Drug Dependence
(CPDD) Annual Scientific Meeting,
June 17-21, Denver, CO.

10. DeVeaugh-Geiss AM, Mariani JJ,

Reboussin BA, Chilcoat HD (2023)
Cannabis Use Disorder Symptom
Profiles among Individuals
Reporting Past-year Cannabis Use
in the United States. College on
Problems of Drug Dependence
(CPDD) Annual Scientific Meeting,
June 17-21, Denver, CO.

16. Gaiazov S, Mullen M, Wheeler A,

20. Tegge A, Craft W, Ferreira M, Le

Munnangi S, Gu Y, DeKoven M (2023)
Emergency Room Visits Among
Opioid Use Disorder Patients.
American College of Emergency
Physicians (ACEP), October 9-12,
Philadelphia, PA.

17. Ogbonnaya A, Flynn C, Farrelly E,

Dhuliawala S, Gaiazov S, Mullen M
(2023) Healthcare utilization and
costs associated with management
of opioid use disorder (OUD) within
residential treatment programs
(RTP) and office-based opioid
treatment programs (OBOT).
Academy of Managed Care
Pharmacy (AMCP)-Nexus, October
16-19, 2023, Orlando, FL.

18. Gilbert M, Daughton A, Strafford S,
Chilcoat HD, DeVeaugh-Geiss A
(2023) Social listening for patient
experiences with stopping
extended-release buprenorphine.
Canada Society of Addiction
Medicine (CSAM), October 19-21,
Victoria, BC, Canada.

19. Shiwach R, Le Foll B, Dunn K, Alho
H, Strafford S, Zhao Y, Dobbins R
(2023) A Randomized Open-Label
Study Comparing Rapid and
Standard Inductions to Injectable
Buprenorphine Extended-release
(BUP-XR) Treatment. Canada
Society of Addiction Medicine
(CSAM), October 19-21, Victoria,
BC, Canada.

Moigne A, DeVeaugh-Geiss A, Bickel
W (2023) Long-term recovery from
opioid use disorder: recovery
subgroups, transition states, and
their association with substance
use, treatment, and quality of life.
Canada Society of Addiction
Medicine (CSAM), October 19-21,
Victoria, BC, Canada.

21. Macnair P, Capusan AJ, Gedeon C,
Sandell M, Barham H, Kabra M,
Meyner S, Olsson K (2023).
Buprenorphine-naloxone film
yields cost savings in
administration time compared with
sublingual tablets in Sweden.
International Society for
Pharmacoeconomics and
Outcomes Research (ISPOR)
Europe, November 12-15,
Copenhagen, Denmark.

22. Shiwach R, Le Foll B, Dunn K,
Alho H, Strafford S, Zhao Y,
Dobbins R (2023) A Randomized
Open-Label Study Comparing
Rapid and Standard Inductions to
Injectable Buprenorphine
Extended-release (BUP-XR)
Treatment. American College of
Neuropsychopharmacology (ANCP),
December 3-6, 2023, Tampa, FL.

11. Marsden J, Kelleher M (2023)
Efficacy of extended-release,
injectable buprenorphine for
patients with dual opioid and
cocaine use disorder. College on
Problems of Drug Dependence
(CPDD) Annual Scientific Meeting,
June 17-21, Denver, CO.

12. Huang D, Poole CD, Flynn C, Mullen

W, Gaiazov S (2023) Extended-
release buprenorphine: a more
efficient use of staffing time and
costs in the US criminal justice
system? National Commission on
Correctional Health Care (NCCHC)
Mental Health, July 15-16,
Washington, DC.

13. DeVeaugh-Geiss AM, Mariana JJ,

Reboussin BA, Chilcoat HD (2023)
Profiles of Cannabis Use Disorder
Symptoms among Individuals
Reporting Past-year Cannabis Use
in the United States. Annual
International Conference on
Pharmacoepidemiology and
Therapeutic Risk Management
(ICPE), August 23-27, Halifax,
NS, Canada.

14. Velligan DI, NewcomerJW, Heath AT,

Wilson A, Le Moigne A (2023)
Efficacy of Long-acting Injectable
Risperidone in Acute and Stable
Patients with Schizophrenia: Prior
Anit-Psychotic Use, and Relapse.
Psych Congress, September 6-10,
2023, Nashville, TN.

15. Huang D, Flynn C, Poole CD, Mullen
W, Gaiazov S (2023) A novel cost
impact analysis framework and
model to evaluate medications for
opioid use disorder within the US
criminal justice system. National
Commission on Correctional Health
Care (NCCHC) Annual Meeting,
September 30–October 4, Las
Vegas, NV.

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