Rentokil Initial Regulatory News (RTO)

20 Mar 2008 07:01

Rentokil Initial PLC20 March 2008 RENTOKIL INITIAL PLC ("Rentokil Initial" or "the Company") NEW LEADERSHIP TEAM Rentokil Initial today announces the appointments to the board of Dr John D.G.McAdam as Chairman, Alan J. Brown as Chief Executive and Andy M. Ransom asExecutive Director, Corporate Development. Together with Andrew Macfarlane, theChief Financial Officer, and other members of the senior management team, theywill form a new senior leadership team for the Rentokil Initial group. It alsoannounces the resignations of Brian McGowan, Chairman and Doug Flynn, ChiefExecutive with immediate effect. Dr John McAdam was until recently the Chief Executive of ICI plc. He joined ICIfollowing its acquisition of Unilever's Specialty Chemicals Companies in 1997.In 1998 he was appointed Chairman and Chief Executive of ICI Paints and electedto the board of ICI before being appointed Chief Executive of the group in 2003.Prior to joining ICI, John spent 24 years with Unilever where he held a numberof senior management positions. During his tenure as Chief Executive, ICI'smarket capitalisation rose by over 600 per cent. This was achieved as a resultof the implementation of a highly focused and successful turnaround strategy,consisting of a comprehensive programme of operational improvement across ICI'sportfolio of businesses, as well as portfolio and financial restructuring. Atthe time of its sale to Akzo Nobel, ICI operated in 50 countries around theworld, employing 26,000 staff. Alan Brown was appointed Chief Financial Officer of ICI plc in 2005. Prior tothis, he spent 25 years with Unilever where he held numerous senior managementpositions, both operational and financial, latterly as Executive Chairman,Unilever China and Hong Kong. In his time at ICI as well as leading the financefunction, he played a central role in the on-going implementation of itsoperational strategy. Andy Ransom joined ICI plc in 1987 and has held various positions as a seniorlawyer and head of the mergers and acquisitions team. In 2005 he was appointedto the executive management team as Executive Vice President, Mergers &Acquisitions, General Counsel and Company Secretary. He also has operationalresponsibility for ICI's Regional and Industrial Division. During his careerwith ICI he has also spent several years working in its businesses in the US andCanada. Alan Brown will take up his position as Chief Executive on 1 April 2008 and AndyRansom will become an Executive Director and join the board with effect from 1May 2008. Subject to approval by shareholders, Dr John McAdam will join theboard of the Company as Chairman immediately after the Company's AGM on 14 May2008. Until the AGM, Peter Long, the Senior Independent Director, will fulfilthe duties of Chairman. Commenting on the board changes, Peter Long, Senior Independent Director, said: "John, Alan and Andy's track records speak for themselves. I am in no doubt thattheir proven skills, in particular the operational and strategic rigour whichthey applied so successfully to the remarkable turnaround at ICI will be broughtto bear, alongside those of the existing Rentokil Initial team, on the many andcomplex issues facing the group. "With today's announcement, and the recent appointment of our new non-executivedirectors, Richard Burrows and William Rucker, we now have a team in place whichI am convinced has the right combination of skills to lead Rentokil Initialforward over the next few years." Dr McAdam said: "There are many challenges ahead, but I am delighted to be joining the RentokilInitial board and am excited at the prospect of working together with the widerRentokil Initial team to deliver a turnaround in the fortunes of the business." Alan Brown added: "My focus will be on driving operational excellence across all the RentokilInitial businesses. I believe the existing portfolio is a good basis on which tobuild a very successful company. I look forward to working with all of thegroup's employees to build a truly great business." Enquiries: Shareholder/analyst enquiries:Andrew Macfarlane, Chief Financial Officer Rentokil Initial plc 020 7592 2700Katharine Rycroft, Head of Investor Relations 07811 270734 Media enquiries:Peter Long, Senior Independent Director Rentokil Initial plc 020 7592 2700Kate Holgate / Tom Williams Brunswick Group 020 7404 5959 Notes for Editors 1. Remuneration In order to secure the new directors, the following arrangements have beenagreed, which will be subject to shareholder approval at the forthcoming AGM.The Board believes that these proposals are fully aligned with shareholderinterests. The one-off incentive structure to be put in place following appointment andwhich shareholders will be asked to approve would be structured as follows: •An award to each of the Chairman, Chief Executive and Executive Director - Corporate Development of 7.5 million shares •Vesting of awards based on absolute share price performance targets:- i) below £1.20 - nil vesting ii) £1.20 - 20% vesting iii) £1.80 - 100% vesting iv) Straight-line pro rata vesting between each point •Beyond £1.80 a further award of up to 50% of shares may be earned on a straight line basis up to £2.80. •The assessment of the extent to which the performance conditions have been met will be based on the highest average share price over a period of 60 consecutive trading days during the performance measurement period. •Up to 1/3 of the award may vest following the end of year 3, 2/3rds following the end of year 4 and 3/3rds following the end of year 5 based on the extent to which performance targets are achieved. •Any unvested portion of the award following the end of year 5 will lapse. •Entitlement to receive the value of reinvested dividends over the performance period for those shares that vest. •No other awards have been made or compensation paid in respect of previous employment. In addition, the underlying remuneration arrangements for the new directors will be: Chairman •Fee - £350,000 per annum •No bonus or ongoing participation in share incentive plans Executives: •Base Salary - £775,000 p.a. (Alan Brown), £450,000 p.a. (Andy Ransom) •Bonus - target opportunity 50% of salary; maximum opportunity 100% of salary •Normal benefits (e.g. medical, life assurance, car, defined contribution pension or equivalent) •Notice period - 12 months •Long term share incentive plan - no award in 2008, thereafter subject to Remuneration Committee recommendation. 2.Biographies Dr John D. G. McAdam (aged 59) John McAdam was born on 30 April 1948 in Ambleside and educated locally. Hegained a first class honours degree in Chemical Physics before completing a PhDat Manchester University and was later appointed as a Research Fellow atManchester and Cambridge. He joined Unilever as a Management trainee in 1974 and became General Manager ofBirds Eye Walls, Kirby, Merseyside in 1984 before holding increasingly seniorpositions within Unilever. In 1987, Dr McAdam joined the board of QuestInternational in the Netherlands and in 1990 returned to the UK as a member ofthe Board of Birds Eye Walls. In 1993 he became Chairman of UnichemaInternational. Following ICI's acquisition of Unilever's Speciality Chemical Companies in 1997,he became Chairman and Chief Executive of Quest and a member of ICI's ExecutiveManagement Team. In 1998, he was appointed Chairman and Chief Executive of ICIPaints and elected to the board of ICI plc and was subsequently appointed as itsChief Executive in 2003, a position that he held up to ICI's recent takeover byAkzo Nobel. Dr McAdam was a non-executive director of Severn Trent Plc between 2000 until2005. He is currently a non-executive director and senior independent directorof J Sainsbury Plc, a non-executive director and Chairman designate of UnitedUtilities PLC, a non-executive director of Rolls-Royce Group plc, a member ofthe University of Cambridge Chemistry Advisory Board and formerly a member ofthe University of Surrey Business Advisory Board. There are no further details to disclose under paragraph 9.6.13 R of the ListingRules in relation to Dr McAdam. Alan J Brown (aged 51) Alan John Brown was born on 8 November 1956 and educated at Methodist College,Belfast. He read law at Liverpool University and was called to the Bar in 1981.He is also a chartered management accountant. He joined Unilever in 1980 and during the first seven years of his career heworked in Birds Eye Walls in the UK. After four years in M&A, Treasury andInvestor Relations at Unilever Head Office, Alan returned to Birds Eye Walls asFinance and Commercial Director in 1991. In 1994 Alan moved to Unilever Food & Beverages, Europe as Senior VicePresident, Finance and Information Technology. In late 1997 he moved to Asia asExecutive Chairman, Unilever Taiwan and then, in 2001, assumed the role ofExecutive Chairman, Unilever China and latterly also Hong Kong. In November 2005 he was appointed a director and Chief Financial Officer of ICIplc, a position that he held up to ICI's recent takeover by Akzo Nobel. There are no further details to disclose under paragraph 9.6.13 R of the ListingRules in relation to Mr Brown. Andy M Ransom (aged 44) Andy Ransom graduated from the University of Southampton. He qualified as asolicitor in 1987 and joined ICI plc in the same year, specialising as a seniormergers and acquisitions lawyer in the corporate centre. He was seconded to ICI Explosives in Toronto, Canada in 1996 and became VicePresident and General Counsel for ICI in the Americas, based in New Jersey, USA,two years later. In 2000 he was appointed Group Vice President Mergers and Acquisitions and wasappointed as a member of the executive management team in July 2005 where he wasGeneral Counsel, Executive Vice President Mergers and Acquisitions and CompanySecretary. In 2007 he took on executive responsibility for ICI's Regional andIndustrial Division, primarily in Pakistan and India. There are no details to disclose under paragraph 9.6.13 R of the Listing Rulesin relation to Mr Ransom. 3. Rentokil Initial Rentokil Initial is one of the largest business services companies in the world,operating in all the major economies of Europe, North America, Asia Pacific andAfrica. The Company provides a wide range of support services in over 49countries and employs over 77,000 people. Services include textiles and washroomservices, pest control, interior plants and artwork, parcels delivery andfacilities services. For further information visit: www.rentokil-initial.com This information is provided by RNS The company news service from the London Stock Exchange