10 Jul 2019 07:00
LEI213800CALFKOEL7N7P10
Date: 10 July 2019
Low & Bonar PLC (the "Company")
Appointment of Dr Giulia Nobili as a non-executive director
The Company today announces the appointment of Dr Giulia Nobili as a non-executive director. She will join the Board with effect from 10 July 2019.
Giulia was appointed to the Board of the Company at the request of Sterling Strategic Value Fund S.A., SICAV-RAIF ("Sterling"). Sterling is currently the largest investor in the Company.
Giulia is a member of the investment committee of Sterling, managing existing portfolio assets and assessing new investment opportunities. Before joining Sterling, Giulia had been the Group Director for business development and integration management for Diageo plc and the Group Director for strategy and business development for Cable & Wireless plc. Most recently, she was a partner at Ares Life Sciences, a Private Equity Fund active in the healthcare sector, and previously she spent 12 years in investment banking in London.
Daniel Dayan, Executive Chairman of Low & Bonar, said:
"Giulia Nobili has been working successfully in a variety of senior management positions in international banking and industry for 31 years. She has extensive experience in international capital markets, financial products and strategic corporate transactions, as well as operational and general management experience in major international corporations and mid-size companies. I look forward to working closely with Giulia as a director of Low & Bonar."
Corporate Governance Information
Under the provisions of the UK Corporate Governance Code, Dr Giulia Nobili will not be considered to be an independent Non-Executive Director.
Low & Bonar and Sterling have entered into a Governance and Confidentiality Agreement which covers share dealings and other corporate governance matters.
Summary of the main terms of the Agreement:
· Compliance: Dr Giulia Nobili must comply with applicable law and with the Company's policies and procedures which apply to board members. Dr Giulia Nobili must recuse herself from any meetings or discussions which relate to Sterling.
· Committees: It is not anticipated that Dr Giulia Nobili will serve on any of the Audit, Remuneration and Nomination Committees, but may be invited to attend meetings of the Audit and Remuneration Committee at the discretion of the chair of each such Committee.
· Termination: The Agreement will terminate upon Dr Giulia Nobili ceasing to hold the role of Director.
· Confidentiality: Both Sterling and Dr Giulia Nobili will be bound by confidentiality obligations. Dr Giulia Nobili may pass confidential information to Sterling, unless doing so is likely to constitute a breach of applicable law or regulation.
It is currently anticipated that these arrangements will continue to apply for an initial term of three years, subject to Dr Giulia Nobili's re-election by the shareholders at each subsequent annual general meeting.
Notification under Listing Rule 9.6.13
The Company confirms that there is no additional information to be provided under Listing Rule 9.6.13.