TED.L Regulatory News (TED)

Ted Baker Plc

(the "Company")

Changes to Board and Committee Composition

Ted Baker Plc today confirms the departure of Andrew Jennings as director of the Company. This announcement is made in compliance with section 430(2B) of the Companies Act 2006.

As previously announced on 17 December 2021, Andrew Jennings did not seek re-election to the Board at the Annual General Meeting on 28 July 2022. Andrew Jennings' directorship of the Company ceased on 28 July 2022. 

Andrew Jennings received his fees as a director to the date of termination and no other payments will be made.

Save as set out above, Andrew Jennings will not receive any other compensation or payment for ceasing to be a director. 

These terms are in line with the Company's shareholder-approved remuneration policy.

Helena Feltham, Interim Chair, said:

"On behalf of the Board, I would like to thank Andrew for his strong leadership, passion, and commitment during his 8 years at Ted. In addition to his role as Remuneration Committee Chair, we have hugely valued his global retail and merchant experience and the continuity he has provided to the board following the death of John Barton." 

Andrew Jennings said:

"I am thrilled to have been part of this unique British heritage brand over the latter 8 years. I wish Helena Feltham, the Board and the Management team much success in implementing the critically important turnaround strategy over the next 18 months in line with the changing customer needs".

Ted Baker also announces the following committee changes have been agreed:

As a result of these changes, the composition of the Board committees is:

As previously noted, Helena Feltham assumed the role of Interim Chair on 6 December 2021. This temporary role is in addition to her existing responsibilities as Senior Independent Director, Chair of the Nominations Committee, member of the Audit Committee and member of the Remuneration Committee.

While we had made good progress on the search for a new Chair, on 18 March 2022, Sycamore Partners Management LP announced that it was considering a possible offer for the Company and we consequently announced on 4 April 2022 that we had commenced a formal sale process. The Board considered that continuity and experience was key to the Company successfully negotiating this period, and we accordingly paused the search for a new Chair pending the outcome of the formal sale process.

The Board notes the recommendations of the Financial Reporting Council's UK Corporate Governance Code as regards the role of the Chair of the Board. In particular, the Board is mindful of the recommendations that the Chair should not chair the Nominations Committee when it is dealing with the appointment of their successor, and that the Chair of the Board should not be a member of the Audit Committee. Notwithstanding the Code provisions, the Board does not propose to make any further changes to Helena's roles and responsibilities during the temporary period while she is acting as Interim Chair.

The Board believes that, as Chair of the Nominations Committee, Helena has the necessary experience to be responsible for appointment of a new Chair of the Board. As Helena does not wish to be considered as a candidate for the permanent position of Chair and is committed to a smooth and quick transition to a new Chair at the appropriate time, the Board does not consider there to be a conflict of interest. Should any conflict of interest arise, Helena will recuse herself from the relevant discussions. Additionally, the Board believes that any other short-term changes to Board committees to align the composition with the recommendations of the UK Corporate Governance Code would be disruptive and would not be in the best interests of the Company at a time when ensuring continuity is paramount.

For further information contact:

Tulchan Communications

Tel: +44 (0) 20 7353 4200

Jonathan Sibun / Jessica Reid