Last checked at 9 May 2016 13:23
GLANBIA CO-OPERATIVE SOCIETY NOMINATES COMPANY DIRECTORS TO GLANBIA PLC FOR 2016
9th May 2016
Glanbia plc ("Glanbia" or the "Company"), the global nutrition group, has been informed by Glanbia Co-operative Society Limited (the "Society") of its ten nominated directors for the Board of Glanbia plc for 2016. In accordance with previous agreements with the Company the Society Nominee Directors on the Board of Glanbia plc will reduce from fourteen to ten members for 2016 and 2017.
Tom Grant, Brendan Hayes, Patrick Hogan and Eamon Power have accordingly retired as Directors of Glanbia plc with immediate effect.
GLANBIA CO-OPERATIVE SOCIETY LIMITED - RIGHT TO NOMINATE GLANBIA PLC DIRECTORS
In compliance with UKLA Listing Rule 9.2.2A, Glanbia plc ("Glanbia" or the "Company"), has entered into a written legally binding agreement with Glanbia Co-operative Society Limited (the "Society") which is intended to ensure that the Society complies with the independence provisions set out in Listing Rule 6.1.4D 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. These provisions reflect the Board governance arrangements described in the circular which was sent by the Company to shareholders on 2 November 2012 and approved at the Extraordinary General Meeting (EGM) held on 20 November 2012.
This Relationship Agreement was amended in 2015 to reflect the agreement between the Company and the Society to further reduce the Society's representation on the Board. This was agreed as part of the Society's decision to reduce its shareholding to 36.5% of the Company.
The Society currently owns 36.5% of the issued share capital of the Company. During 2012 (and amended in 2015), the Society and the Board agreed the following changes, which will impact the composition and size of the Board in the coming years:
· For 2016 and 2017, the number of Society Nominee Directors on the Board will reduce to ten members;
· For 2018 and 2019 the number of Society Nominee Directors on the Board will reduce to eight;
· From 2020 the number of Society Nominee Directors on the Board will reduce to seven;
· The Group Chairman of the Company will be a Society Nominee until 2020; and
· Up to eight of the Directors on the Board will be composed of Executive Directors and Non-Executive Directors who are independent of the Society.
In addition, if the number of Non-Society Nominees on the Board changes, the number of Society Nominees on the Board will change on a pro rata basis. Further, if the Society's shareholding in the Company falls below 33% of the issued share capital, discussions will take place regarding a further reduction in the size of the Society's representation on the Board.
For further information contact:
Liam Hennigan Mark Garrett
Head of Investor Relations Director of Communications & Public Affairs
Glanbia plc Glanbia plc
Email: ir@glanbia.ie Email: mgarrett@glanbia.ie
Tel: +353 86 0468375 Tel: +353 86 6019655