Directorate Change
Rentokil Initial PLC
20 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 as
Executive Director, Corporate Development. Together with Andrew Macfarlane, the
Chief Financial Officer, and other members of the senior management team, they
will form a new senior leadership team for the Rentokil Initial group. It also
announces the resignations of Brian McGowan, Chairman and Doug Flynn, Chief
Executive with immediate effect.
Dr John McAdam was until recently the Chief Executive of ICI plc. He joined ICI
following its acquisition of Unilever's Specialty Chemicals Companies in 1997.
In 1998 he was appointed Chairman and Chief Executive of ICI Paints and elected
to 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 number
of senior management positions. During his tenure as Chief Executive, ICI's
market capitalisation rose by over 600 per cent. This was achieved as a result
of the implementation of a highly focused and successful turnaround strategy,
consisting of a comprehensive programme of operational improvement across ICI's
portfolio of businesses, as well as portfolio and financial restructuring. At
the time of its sale to Akzo Nobel, ICI operated in 50 countries around the
world, employing 26,000 staff.
Alan Brown was appointed Chief Financial Officer of ICI plc in 2005. Prior to
this, he spent 25 years with Unilever where he held numerous senior management
positions, both operational and financial, latterly as Executive Chairman,
Unilever China and Hong Kong. In his time at ICI as well as leading the finance
function, he played a central role in the on-going implementation of its
operational strategy.
Andy Ransom joined ICI plc in 1987 and has held various positions as a senior
lawyer and head of the mergers and acquisitions team. In 2005 he was appointed
to the executive management team as Executive Vice President, Mergers &
Acquisitions, General Counsel and Company Secretary. He also has operational
responsibility for ICI's Regional and Industrial Division. During his career
with ICI he has also spent several years working in its businesses in the US and
Canada.
Alan Brown will take up his position as Chief Executive on 1 April 2008 and Andy
Ransom will become an Executive Director and join the board with effect from 1
May 2008. Subject to approval by shareholders, Dr John McAdam will join the
board of the Company as Chairman immediately after the Company's AGM on 14 May
2008. Until the AGM, Peter Long, the Senior Independent Director, will fulfil
the 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 that
their proven skills, in particular the operational and strategic rigour which
they applied so successfully to the remarkable turnaround at ICI will be brought
to bear, alongside those of the existing Rentokil Initial team, on the many and
complex issues facing the group.
'With today's announcement, and the recent appointment of our new non-executive
directors, Richard Burrows and William Rucker, we now have a team in place which
I am convinced has the right combination of skills to lead Rentokil Initial
forward over the next few years.'
Dr McAdam said:
'There are many challenges ahead, but I am delighted to be joining the Rentokil
Initial board and am excited at the prospect of working together with the wider
Rentokil 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 Rentokil
Initial businesses. I believe the existing portfolio is a good basis on which to
build a very successful company. I look forward to working with all of the
group's employees to build a truly great business.'
Enquiries:
Shareholder/analyst enquiries:
Andrew Macfarlane, Chief Financial Officer Rentokil Initial plc 020 7592 2700
Katharine Rycroft, Head of Investor Relations 07811 270734
Media enquiries:
Peter Long, Senior Independent Director Rentokil Initial plc 020 7592 2700
Kate Holgate / Tom Williams Brunswick Group 020 7404 5959
Notes for Editors
1. Remuneration
In order to secure the new directors, the following arrangements have been
agreed, which will be subject to shareholder approval at the forthcoming AGM.
The Board believes that these proposals are fully aligned with shareholder
interests.
The one-off incentive structure to be put in place following appointment and
which 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. He
gained a first class honours degree in Chemical Physics before completing a PhD
at Manchester University and was later appointed as a Research Fellow at
Manchester and Cambridge.
He joined Unilever as a Management trainee in 1974 and became General Manager of
Birds Eye Walls, Kirby, Merseyside in 1984 before holding increasingly senior
positions within Unilever. In 1987, Dr McAdam joined the board of Quest
International in the Netherlands and in 1990 returned to the UK as a member of
the Board of Birds Eye Walls. In 1993 he became Chairman of Unichema
International.
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 Executive
Management Team. In 1998, he was appointed Chairman and Chief Executive of ICI
Paints and elected to the board of ICI plc and was subsequently appointed as its
Chief Executive in 2003, a position that he held up to ICI's recent takeover by
Akzo Nobel.
Dr McAdam was a non-executive director of Severn Trent Plc between 2000 until
2005. He is currently a non-executive director and senior independent director
of J Sainsbury Plc, a non-executive director and Chairman designate of United
Utilities PLC, a non-executive director of Rolls-Royce Group plc, a member of
the University of Cambridge Chemistry Advisory Board and formerly a member of
the University of Surrey Business Advisory Board.
There are no further details to disclose under paragraph 9.6.13 R of the Listing
Rules 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 he
worked in Birds Eye Walls in the UK. After four years in M&A, Treasury and
Investor Relations at Unilever Head Office, Alan returned to Birds Eye Walls as
Finance and Commercial Director in 1991.
In 1994 Alan moved to Unilever Food & Beverages, Europe as Senior Vice
President, Finance and Information Technology. In late 1997 he moved to Asia as
Executive Chairman, Unilever Taiwan and then, in 2001, assumed the role of
Executive Chairman, Unilever China and latterly also Hong Kong.
In November 2005 he was appointed a director and Chief Financial Officer of ICI
plc, 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 Listing
Rules in relation to Mr Brown.
Andy M Ransom (aged 44)
Andy Ransom graduated from the University of Southampton. He qualified as a
solicitor in 1987 and joined ICI plc in the same year, specialising as a senior
mergers and acquisitions lawyer in the corporate centre.
He was seconded to ICI Explosives in Toronto, Canada in 1996 and became Vice
President 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 was
appointed as a member of the executive management team in July 2005 where he was
General Counsel, Executive Vice President Mergers and Acquisitions and Company
Secretary. In 2007 he took on executive responsibility for ICI's Regional and
Industrial Division, primarily in Pakistan and India.
There are no details to disclose under paragraph 9.6.13 R of the Listing Rules
in 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 and
Africa. The Company provides a wide range of support services in over 49
countries and employs over 77,000 people. Services include textiles and washroom
services, pest control, interior plants and artwork, parcels delivery and
facilities services. For further information visit: www.rentokil-initial.com
This information is provided by RNS
The company news service from the London Stock Exchange