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Glanbia Co-op representation on PLC Board
All Corporate Co-op Agribusiness
Glanbia Co-operative Society announces strategic reduction in seats held on Glanbia plc Board to facilitate increased diversity and global experience.
The Board of Glanbia Co-operative Society (“Glanbia Co-op”, “the Society”) has today announced that it has taken a strategic decision to reduce the Society’s representation on the Board of Glanbia plc in order to facilitate the appointment of additional diverse, independent Non-Executive Directors to that Board.
Commenting, John Murphy, Chairman of Glanbia Co-op said, “Our 31.7% shareholding in Glanbia plc is the Society’s largest and most valuable asset and income stream and its continued growth and success benefits our Members. Glanbia plc’s activities are increasingly global, across two key platforms of branded consumer nutritional products and specialist nutritional ingredients. We believe Glanbia plc will benefit from additional non- executive directors who will bring greater diversity to the Board’s composition as well as additional international, FMCG, sectoral and specialist skills to complement the Board.”
Under the Society’s proposals it will progressively reduce its number of Directors on the plc board from seven currently to three by June 2023 and the overall Board size will reduce from 15 currently to 13. The Chairman and two Vice-Chairmen of Glanbia Co-op will be the nominees to the plc Board at that point. The Society was already due to reduce its number of Directors to six by June 2022 under a prior agreement. While the nominations committee of the Glanbia plc Board will run the process to appoint the three new independent directors, the Society’s officers will be consulted as part of the appointment process for these seats.
Concluding, Mr Murphy added, “Glanbia Co-op is deeply committed to Glanbia plc and its continuing Directors will work hard to ensure its success. Our decision today is hugely important in terms of promoting Board diversity. It is strategic and forward looking, recognising the fact that in an increasingly global, digital and innovation-disrupted world, the enhancement of the experience and skills around the Board table is paramount.”
Summary of changes
The Society’s representation on the Glanbia plc board is set by a contract (the “Relationship Agreement”) dated 2 July 2017 entered into by Glanbia plc and the Society as required in compliance with Listing Rule 6.1.7(2) of Euronext Dublin and Listing Rule 9.2.2 AD of the United Kingdom Listing Authority (UKLA). The Society and Glanbia plc plan to formally amend the Relationship Agreement to reflect the changes announced today. The Society and the plc have further agreed that these changes will remain applicable for a period of five years and will be reviewed thereafter by both parties.
For the duration of the Relationship Agreement it is agreed that the plc board of directors will be constituted as follows:
- At all times there will be two executive directors on the plc board;
- In 2021, the number of nominee directors from the Society will be six and the number of independent Non-Executive Directors will increase from six to seven;
- In 2022, the number of nominee directors from the Society will reduce to five and the number of independent Non-Executive Directors remains at seven and;
- In 2023, the number of nominee directors from the Society will reduce to three and the number of independent Non-Executive Directors increases from seven to eight.
First Published: 24 February 2021