– IRELAND, Kilkenny – Glanbia plc (LSE:GLB), 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.
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, 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.
For more information : https://www.glanbia.com
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