Glanbia PLC Directorate Change (0417H)
June 02 2017 - 7:59AM
UK Regulatory
TIDMGLB
RNS Number : 0417H
Glanbia PLC
02 June 2017
GLANBIA CO-OPERATIVE SOCIETY LIMITED NOMINATES DIRECTORS TO
GLANBIA PLC
2(nd) June 2017
Glanbia plc, the global nutrition group, has today appointed Tom
Grant, Brendan Hayes and Eamon Power as Non-Executive Directors
with immediate effect. John Murphy has also been appointed as one
of two Vice-Chairs of Glanbia plc in place of Patrick Murphy who
remains as a Non-Executive Director. These appointments have been
made on the nomination of Glanbia Co-operative Society Limited
("Glanbia Co-op").
In addition, Jer Doheny has retired as a Non-Executive Director
of Glanbia plc with immediate effect.
In accordance with previous agreements, and provided the
shareholding of Glanbia Co-op in Glanbia plc reduces below 33%,
Glanbia Co-op Nominee Directors on the Board of Glanbia plc will
reduce from ten to six members between 2018 and 2022 as outlined
below.
Glanbia Co-operative Society Limited - Right to nominate Glanbia
plc Directors
In compliance with Listing Rule 6.2.2A of the Irish Stock
Exchange ("ISE") and Listing Rule 9.2.2A of the United Kingdom
Listing Authority ("UKLA"), Glanbia plc has entered into a written
legally binding agreement with Glanbia Co-op which is intended to
ensure that Glanbia Co-op complies with the independence provisions
set out in Listing Rule 3.3.7 A of the ISE and 6.1.4 D of the
UKLA.
This relationship agreement provides that the governance
arrangements set out below will apply with respect to the
composition and size of the Board of Glanbia plc. These provisions
reflect the revised Board governance arrangements described in the
circular which was sent by Glanbia plc to its shareholders on 28
April 2017 and approved at the Extraordinary General Meeting (EGM)
of Glanbia plc held on 22 May 2017.
Glanbia Co-op currently owns 33.5% of the issued share capital
of Glanbia plc. During 2012 (as amended in 2015 and 2017), Glanbia
Co-op and Glanbia plc agreed the following changes, which impact
the composition and size of the Board of Glanbia plc between 2016
and 2022:
-- For 2016 and 2017, the number of Glanbia Co-op Nominee
Directors on the Board has reduced from fourteen to ten
members;
-- For 2018 and 2019 the number of Glanbia Co-op Nominee
Directors on the Board will reduce to eight;
-- For 2020 and 2021 the number of Glanbia Co-op Nominee
Directors on the Board will reduce to seven;
-- From 2022 and provided the shareholding of Glanbia Co-op in
Glanbia plc reduces below 33%, the number of Glanbia Co-op Nominee
Directors on the Board will reduce to six;
-- The Group Chairman of Glanbia plc will continue to be
nominated by Glanbia Co-op until no later than 30 June 2020;
and
-- Up to eight of the Directors on the Board of Glanbia plc will
be composed of Executive Directors and Non-Executive Directors who
are independent of Glanbia Co-op.
In addition, if the number of Non-Glanbia Co-op Nominees on the
Board of Glanbia plc changes, the number of Co-op Nominees on the
Board will change on a pro rata basis. Further, if Glanbia Co-op's
shareholding in the Company falls below 28% of the issued share
capital, discussions will take place regarding a further reduction
in the size of Glanbia Co-op's representation on the Board.
The newly appointed Directors have notified Glanbia plc that
they have no details to be disclosed as required under Paragraph
6.6.7, Chapter 6 of the Irish Listing Rules and Paragraph 9.6.13,
Chapter 9 of the UK Listing Rules.
ENDS
For further information contact: Glanbia plc +353 56 777
2200
Investor contact:
Liam Hennigan, Head of Investor Relations: +353 86 046 8375
Media Contact:
Mark Garrett, Director of Communications & Public Affairs: +353 86 601 9655
This information is provided by RNS
The company news service from the London Stock Exchange
END
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