Pre-Annual General Meeting Information • Jun 23, 2020
Pre-Annual General Meeting Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all your ordinary shares in Helical plc, please forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of ordinary shares in Helical plc, you should retain this document.
(Incorporated in England & Wales, Number 156663)
Notice of the one hundredth Annual General Meeting of Helical plc to be held at the Company's registered office, 5 Hanover Square, London W1S 1HQ at 11.30 a.m. on 23 July 2020 is set out on pages 6 to 7 of this document. In response to the UK Government's measures to mitigate the spread of the Coronavirus, Shareholders will not be able to attend the meeting in person.
If you would like to vote on the resolutions you can:
Shareholders are requested to vote as soon as possible but in any event, to be valid, so as to be received by the Company's Registrars, Link Asset Services, no later than 11:30 a.m. on 21 July 2020. Hard copies of the form of proxy should be returned to Link Asset Services at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.
| Section | Page |
|---|---|
| Expected timetable of principal events | 2 |
| Definitions | 2 |
| Letter from the Chairman in respect of the Annual General Meeting 2020 | 3 |
| Notice of Annual General Meeting | 6 |
| Notes to the Notice of Annual General Meeting | 8 |
| Appendix 1 – Location of Annual General Meeting | 9 |
| Appendix 2 – Biographies of the Board of Directors |
| Event | Time and date 2020 |
|---|---|
| Record date for ordinary dividend | 26 June 2020 |
| Last time for receipt of forms of proxy for the Annual General Meeting | 11.30 a.m. on 21 July |
| Annual General Meeting | 11.30 a.m. on 23 July |
| Payment of ordinary dividend | 27 July 2020 |
| Term | Definition | |
|---|---|---|
| "2020 Annual Report" | the Company's annual report and accounts for the year ended 31 March 2020 | |
| "Annual General Meeting" | the one hundredth annual general meeting of the Company to be held at the Company's registered office, 5 Hanover Square, London W1S 1HQ at 11.30 a.m. on 23 July 2020 |
|
| "Audit and Risk Committee" | the members of the audit and risk committee of the Company, whose names appear on page 94 of the 2020 Annual Report; |
|
| "Board" or "Directors" | the directors of the Company, whose names appear on page 3 and in Appendix 2 | |
| "Company" or "Helical" | Helical plc | |
| "Companies Act" | the Companies Act 2006 | |
| "Directors' Remuneration Report" | the Directors' Remuneration Report contained on pages 97 to 114 of the 2020 Annual Report | |
| "Group" | Helical plc and its subsidiary undertakings | |
| "Notice" | the notice to Shareholders of the Annual General Meeting | |
| "Ordinary Shares" | the ordinary shares of 1 pence each in the capital of the Company | |
| "Shareholders" | the holders of Ordinary Shares | |
| "UK Corporate Governance Code" | the Financial Reporting Council's 2018 UK Corporate Governance Code |
R. J. Grant (Chairman) G. A. Kaye (Chief Executive) T. J. Murphy (Finance Director) M. C. Bonning-Snook S. V. Clayton R. R. Cotton J. J. Lister S. J. Farr
REGISTERED OFFICE DIRECTORS 23 June 2020
5 Hanover Square London W1S 1HQ
To holders of Ordinary Shares and, for information only, to holders of options under the Company's share schemes.
The Board is closely monitoring the impact of Coronavirus (Covid-19) on the Company. It is the current intention of the Board to hold the Company's Annual General Meeting on 23 July 2020 at 11.30 a.m. at the Company's registered office address: 5 Hanover Square, London W1S 1HQ, but Shareholders should note that the time, date and venue may change due to Covid-19 developments. Should there be any changes (including adjournment of the meeting) the Company will notify Shareholders through announcements made on the London Stock Exchange and published on the Company's website as soon as practicable. Notice of the Annual General Meeting is set out on pages 6 to 7 of this document and is available on the Company's website www.helical.co.uk.
On 11 May 2020 the UK Government announced compulsory measures prohibiting (among other things) public gatherings of more than two people ("Staying alert and safe measures", which can be accessed from https://www.gov.uk/government/ publications/staying-alert-and-safe-social-distancing/). The only exceptions to this are where the gathering is of people who live together or where the gathering is 'essential for work purposes' (but that workers should try to minimise all gatherings).
The Government has announced that these Staying alert and safe measures will stay in place until the end of June 2020, after which the Government will review them and consider whether they can be relaxed or whether they will need to continue to operate, as part of an attempt to mitigate against the spread of Covid-19. These measures have been introduced in addition to the Government's guidance on social distancing.
Attendance at the Company's Annual General Meeting by a Shareholder (other than one specifically required to form the quorum for that meeting) is not 'essential for work purposes'. The quorum for the Annual General Meeting is two which will be satisfied by two Directors attending the meeting in person.
While the Government restrictions on public gatherings remain in place, Shareholders (other than those who will attend to satisfy the quorum requirements for the meeting) will not be able to participate at the meeting in person (as shareholder meetings are not exempt from the Staying alert and safe measures). Shareholders and other persons who attempt to gain entry to the meeting in person will be refused entry. The Company therefore strongly encourages all of its Shareholders to: (i) appoint the Chair of the meeting as their proxy and (ii) submit their votes (via proxy) as early as possible and in any event by no later than 11.30 a.m. on 21 July 2020 to ensure that their votes are counted. If a Shareholder appoints a person other than the Chair of the meeting as their proxy, that other proxy will not be able to attend the meeting and the Shareholder's vote will not be counted.
Shareholders should note that the meeting itself will be curtailed to deal with the formalities of the Annual General Meeting only, namely proposing and voting on the resolutions set out in the Notice of Annual General Meeting. There will be no Board presentations or Q&A sessions with the Board.
The Company is continuing to monitor the situation and will notify Shareholders (by making a London Stock Exchange announcement and by updating the information on the Company's website) of any changes to the 2020 Annual General Meeting, including any changes to the Annual General Meeting in the event that the Staying safe and alert measures have been lifted by the date of the Annual General Meeting.
It is intended to propose resolutions 15–18 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.
The Directors are required to present to the Annual General Meeting the Company's audited financial statements, the Report of the Directors, the Strategic Report, the Directors' Remuneration Report and auditor's report for the financial year ended 31 March 2020. Shareholders will be asked to receive the 2020 Annual Report.
A final dividend of 6.00 pence per Ordinary Share has been recommended by the Board for the year ended 31 March 2020 and, if approved by Shareholders, will be paid on 27 July 2020 to all Shareholders on the register of members at the close of business on 26 June 2020.
The Company has adopted the requirement of the UK Corporate Governance Code that all Directors should be subject to annual re-election by Shareholders. Accordingly, all the Directors shall retire and seek re-election by Shareholders at the Annual General Meeting.
Resolutions 3 to 10 (inclusive) will be proposed as ordinary resolutions for the re-election of each Director.
Susan J. Farr will be seeking re-election as a Director and it is intended that she will become the Chair of the Remuneration Committee immediately after the meeting, succeeding Richard R. Cotton.
Biographical details of all the Directors are given on pages 80 and 81 of the 2020 Annual Report and in Appendix 2 to this Notice. The process of formal evaluation confirms that each Director being proposed for re-election makes an effective and valuable contribution to the Board and demonstrates commitment to their respective roles, including making sufficient time for Board and Committee meetings and other duties. The Board is satisfied that, following the externally
conducted performance evaluation, taking into account their qualifications and experience, the Directors standing for re-election are and continue to be effective and demonstrate commitment to their roles. Accordingly, the Board unanimously recommends that each of the Directors standing for re-election be re-elected as set out in the separate Resolutions 3 to 10, respectively. A summary of the skills, experience and contribution of each Director proposed for re-election, which in the Board's view illustrates why each Directors' contribution is, and continues to be, important to the Company's long-term sustainable success, can be found in Appendix 2 to this Notice.
At each general meeting at which the accounts are presented to its Shareholders, the Company is required to appoint an auditor to hold office until the end of the next such meeting. Resolution 11 proposes, following a recommendation to that effect made by the Audit and Risk Committee, the reappointment of Deloitte LLP as auditor of the Company to hold office from the end of this Annual General Meeting until the end of the Company's next annual general meeting.
Resolution 12 proposes to authorise the Audit and Risk Committee (for and on behalf of the Board) to determine the remuneration of Deloitte LLP.
Resolution 13 is to approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the financial year ended 31 March 2020. As this vote is an advisory vote, no entitlement of a Director to remuneration is conditional on this resolution being passed. The Directors' Remuneration Policy was approved by the Company's Shareholders at the annual general meeting on 12 July 2018 for a period of three years. It is therefore not required to be approved at this Annual General Meeting and will next be put to Shareholders for approval at the Company's annual general meeting to be held in 2021. The Directors' Remuneration Policy can be found on pages 102 to 106 of the 2020 Annual Report.
Resolution 14 seeks Shareholder approval to renew the Directors' authority to allot shares.
The Investment Association share capital management guidelines on Directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The guidelines provide that any routine authority to allot shares representing in excess of one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre emptive rights issue.
In accordance with these guidelines, the Board seeks the Shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £806,052.78, representing the Investment Association's guidelines limit of approximately two thirds of the Company's issued Ordinary Share capital as at 19 June 2020 (the latest practicable date prior to publication of this Notice). Of this amount, £403,026.38 (representing approximately one third of the Company's issued Ordinary Share capital) can only be allotted pursuant to a rights issue.
It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (a) and (b) of this resolution will expire at the end of the Company's next annual general meeting or, if earlier, 30 September 2021.
The Directors have no present intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
As at 19 June 2020 (being the latest practicable date before publication of this Notice), the Company does not hold any Ordinary Shares in the capital of the Company in treasury.
Resolutions 15 and 16: Disapplication of pre-emption rights The Directors also require the authority from Shareholders to allot equity securities and/or sell treasury shares for cash and otherwise than to existing Shareholders pro rata to their holdings.
The authority granted at the last annual general meeting is due to expire at the conclusion of this year's Annual General Meeting. Accordingly, resolution 15 will be proposed as a special resolution to grant such authority.
Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash:
in each case without the shares first being offered to Shareholders in proportion to their existing holdings.
Resolution 15 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing Shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment. The authority under resolution 16 is limited to a nominal value of £60,453.96, equivalent to approximately 5 per cent. of the nominal value of the Ordinary Share capital of the Company in issue on 19 June 2020 (being the latest practicable date before publication of this Notice).
The Directors intend to adhere to the provisions in the Pre Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre emptive basis pursuant to the authority in resolution 15 either in excess of an amount equal to 5 per cent. of the total issued Ordinary Share capital of the Company (excluding treasury shares) or in excess of an amount equal to 7.5 per cent. of the total issued Ordinary Share capital of the Company (excluding treasury shares) within a rolling three year period, without prior consultation with Shareholders. Adherence to the Pre Emption Group's Statement of Principles would not preclude issuances under the authority sought under resolution 16.
Resolutions 15 and 16 comply with the Investment Association's share capital management guidelines and follow the resolution templates issued by the Pre Emption Group in May 2016.
If the resolutions are passed, the authorities will expire at the end of the Company's next annual general meeting or, if earlier, 30 September 2021.
Resolution 17 is a special resolution authorising the Company to make market purchases of its own shares of up to 12,090,791 Ordinary Shares representing approximately 10 per cent. of its issued Ordinary Share capital (excluding treasury shares) as at 19 June 2020 (being the last practicable date before publication of this Notice). The maximum and minimum prices at which such shares may be purchased under this authority are stated in the resolution. The authority sought by this resolution will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or, if earlier, on 30 September 2021. This proposal should not be taken as an indication that the Company will purchase its own Ordinary Shares at any particular price, or indeed at all, or to imply any opinion on the part of the Directors as to the market value of the Ordinary Shares. The Directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. The Directors will exercise this authority only if they are satisfied that a purchase would result in an increase in the net asset value per share of the Company and would be in the interests of Shareholders generally.
In the event that Ordinary Shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or, in accordance with the Companies Act, be retained as treasury shares. The Company will consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base.
Any issues of treasury shares for the purposes of the Company's employee share schemes will be made within the 10 per cent. anti-dilution limit set by the Investment Association.
The Companies Act requires that the notice period required for general meetings of the Company is at least 21 clear days unless Shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice.
At the annual general meeting of the Company held on 11 July 2019, Shareholders authorised the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice. Resolution 18 seeks the necessary Shareholder approval to renew this authority. The approval will be effective until the Company's next annual general meeting, when it is expected that a similar resolution will be proposed.
The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
It should also be noted that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all Shareholders for that meeting.
If you would like to vote on the resolutions you can:
Shareholders are requested to vote as soon as possible but in any event, to be valid, so as to be received by the Company's Registrars, Link Asset Services, no later than 11:30 a.m. on 21 July 2020. Hard copies of the form of proxy should be returned to Link Asset Services at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.
The Directors consider that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own holdings of 3,973,034 Ordinary Shares (in aggregate) representing approximately 3 per cent. of the Company's current issued Ordinary Share capital.
Yours sincerely
Chairman
Notice is hereby given that the Annual General Meeting of Helical plc (the "Company") will be held at 5 Hanover Square, London W1S 1HQ on 23 July 2020 at 11.30 a.m. to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 15 to 18 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions. Explanations of the resolutions are given on pages 3 to 5 of this Notice and additional information for those entitled to attend the Annual General Meeting can be found on pages 8 to 9.
such authorities to apply until the earlier of the conclusion of the next annual general meeting of the Company or the close of business on 30 September 2021 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this resolution 14 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act) are to the nominal amount of shares that may be allotted pursuant to the rights.
For the purposes of this resolution 14 "rights issue" means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
in each case as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
and such authority shall apply until the earlier of the conclusion of the next annual general meeting or until close of business on 30 September 2021 unless previously renewed, varied or revoked by the Company in general meeting, save that, in each case, the Company may before the expiry of such power make an offer or enter into agreements which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred hereby had not expired;
For the purpose of this resolution 15, "rights issue" has the same meaning as resolution 14 above.
as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be:
and shall apply until the earlier of the conclusion of the next annual general meeting of the Company or until the close of business on 30 September 2021 unless previously renewed, varied or revoked by the Company in general meeting, save in each case that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, and/or treasury shares to be sold, after such expiry and the Directors may allot equity securities, and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
(a) the maximum number of Ordinary Shares which may be purchased is 12,090,791 representing approximately 10 per cent. of the issued ordinary share capital;
(b) that the minimum price that may be paid for each Ordinary Share is 1 pence which amount shall be exclusive of expenses, if any;
Dated: 23 June 2020
By Order of the Board
Company Secretary
Registered Office 5 Hanover Square London W1S 1HQ
The following notes explain your general rights as a Shareholder and your rights to attend and vote at the Annual General Meeting or to appoint someone else to vote on your behalf. In light of the Staying alert and safe measures which prohibit public gatherings of more than two people, Shareholders should not attend the Company's 2020 Annual General Meeting. Instead, you are strongly encouraged to appoint the Chair of the meeting as your proxy as soon as possible and in any event by no later than 11.30 a.m. on 21 July 2020. If you appoint someone other than the Chair of the meeting as your proxy, it is likely that they will not be able to attend or vote at the meeting because of the Staying alert and safe measures. Any Shareholders or proxies (other than the Chair of the meeting) who attempt to attend the meeting will be refused entry. In order to ensure your vote is counted, you must return your proxy so as to be received by the Company's Registrars, Link Asset Services, no later than 11:30 a.m. on 21 July 2020.
(a) A Shareholder entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the Shareholder's rights to attend, speak and vote at the meeting. A proxy need not be a Shareholder of the Company but must attend the meeting for the Shareholder's vote to be counted. If a Shareholder appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the Shareholder. If a Shareholder wishes to appoint more than one proxy, they may do so at www.signalshares.com.
To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal shares portal at www.signalshares.com, you can manage your shareholding, including the following actions:
We strongly encourage you to submit your proxy vote electronically in the event that: (i) there are any delays in or suspension of the postal service or (ii) the offices of the Company's Registrars, Link Asset Services are closed as a result of Coronavirus.
(b) Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in CREST Manual (available via www.euroclear.com/ CREST) subject to the provisions of the Company's articles of association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual.
The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (RA10) by the latest time(s) for receipt of proxy appointments specified in the Notice of the Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Shareholders propose to raise at the relevant annual general meeting. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.
The Annual General Meeting of Helical plc to be held at 11.30 a.m. on Thursday 23 July 2020 at:
5 Hanover Square, London W1S 1HQ
CHAIR OF THE NOMINATIONS COMMITTEE
N A R Board meetings present: 6/6
Tenure 8 years
Richard Grant, BA (Oxon), ACA, has over 40 years' financial experience. He was the Chief Financial Officer of Cadogan Estates Limited from 1994 until his retirement in 2017, and prior to this, he was a Corporate Finance Partner at PricewaterhouseCoopers.
Richard became Deputy Chair of Helical in 2018, and was appointed as Chairman of the Board in July 2019. Richard brings significant leadership experience to the Board, combined with considerable financial experience and substantial experience in the property sector. He is an effective Chairman as demonstrated both through his contribution to Board discussions and his ability to proficiently chair Board and Committee meetings. Richard's effectiveness as Chairman is further bolstered by his experience on public company boards.
Through his wealth of skills and prior experience, Richard is able to contribute to all aspects of business discussions and his valuable knowledge and insight is key to promoting the sustainable success of the Company.
Stenprop Limited – Board Chairman, Chair on the Nominations Committee and member of the Audit and Risk Committee and Social & Ethics Committee. Wittington Investments (Properties) Limited – Board Chairman.
CHIEF EXECUTIVE AND CHAIR OF THE EXECUTIVE COMMITTEE
Board meetings present: 6/6
Tenure 26 years
Gerald Kaye, BSc (Est Man) FRICS, was appointed Chief Executive in 2016. He joined the Board as an Executive Director in 1994, responsible for the Group's development activities.
Gerald's experience at Helical ensures that he has an in-depth knowledge of the Group's operations and markets, which helps him to lead the business and be a key contributor to Board discussions and aids the effective decision making of the Board. He considers stakeholder engagement to be a crucial aspect of his role given its impact on the long-term success of Helical, and he therefore spends considerable time engaging with our major Shareholders, visiting the Group's properties and development sites and maintaining extensive relationships in the property industry.
Gerald is a member of the Investment Committee at Guy's & St Thomas' Charity, and a past President of the British Council for Offices, a former Director of London & Edinburgh Trust Plc and former Chief Executive of SPP. LET. EUROPE NV.
Board meetings present: 6/6
Tenure 8 years
contribution to long-term success Tim Murphy, BA (Hons) FCA, joined the Group in 1994 and became Finance Director of the Company in 2012. He is responsible for the financial statements, financial reporting, treasury and taxation. Before joining Helical Tim worked at the financial and professional services firm Grant Thornton.
Tim is a highly experienced financial practitioner with significant sector knowledge, both technical and commercial.
Tim is experienced in working with boards and management teams in respect of financial and commercial management, reporting, and risk and control frameworks. These experiences make Tim particularly well-placed to contribute to the Group's broader strategic agenda and further the sustainable success of the business.
Board meetings present: 6/6
Tenure 13 years
contribution to long-term success Matthew Bonning-Snook, BSc (Urb Est Surveying) MRICS, was appointed to the Board as an Executive Director in 2007. Prior to joining Helical in 1995, he was a Development Agent and Consultant at Richard Ellis (now CBRE).
Matthew's long tenure with the Group and knowledge of the UK property market means that he has valuable knowledge and insight to promote and contribute to the Group's strategy.
In 2019, the Board appointed Matthew as Chair of the Sustainability Committee and he now leads our commitment to measuring and improving Helical's corporate ESG performance against external industry benchmarks. Matthew's valuable contributions to the long-term sustainable success of the business are therefore evident, both in his skill and experience as a property development executive but also in his leadership of the Group's sustainability initiatives.
Tenure 4 years
contribution to long-term success Richard Cotton was appointed to the Board as a Non-Executive Director in March 2016 and as Senior Independent Director in March 2018.
Richard has a wide range of experience in both executive and non-executive roles at a number of quoted and unquoted companies. Richard was formerly head of UK Real Estate at J.P. Morgan Cazenove, a position he held until 2009, and he spent five subsequent years as managing director of Forum Partners. Richard has also previously held the position of Chairman of Centurion Properties and was a Non- Executive Director of Hansteen Holdings plc.
Richard currently Chairs the Remuneration Committee, but will step down from this role at the 2020 AGM. He is also a member of the Audit and Risk Committee and the Nominations Committee.
His experience in the financial sector, together which is knowledge and skills in property, strengthens the overall expertise of the Board. He is a key contributor to the firm's strategic discussions, and his knowledge of the financial services industry is frequently drawn upon in Board discussions and assists the Board in decision making.
His appointment as the Group's Senior Independent Director is underpinned by his extensive board experience and understanding of stakeholder interests and business circumstances.
Richard is Non-Executive Director of Big Yellow Group plc. He is also a member of the Commercial Development Advisory Group at Transport for London.
NON-EXECUTIVE DIRECTOR, CHAIR OF THE PROPERTY VALUATIONS COMMITTEE AND DESIGNATED WORKFORCE REPRESENTATIVE
Board meetings present: 6/6
Tenure 4 years
Sue Clayton, FRICS, was appointed to the Board as a Non-Executive Director in February 2016. She is Chair of the Property Valuations Committee, a member of the Nominations Committee, the Audit and Risk Committee and the Remuneration Committee.
In 2019, the Board appointed Sue as the designated workforce representative and she has engaged directly with members of the workforce on a regular basis throughout the year. Our workforce are key to our strategy and long-term sustainable success and Sue's role thus contributes to the strategic aims of the Company.
She has over 30 years of experience in UK investment markets. She has sat on the CBRE Group Inc Board, the main Board of CBRE, and the CBRE UK Executive Board. She works part-time now at CBRE and is Chair of their Women's Network . She began her career working in Valuation and Fund Management before moving into Investment Agency at CBRE where she became Managing Director, Capital Markets.
Sue's vast commercial experience in the property industry and her knowledge of the UK property market renders her a highly valuable contributor to the Group's strategy. It is also through her skills and experience in the field of property valuation that she provides significant contribution to the effectiveness of the Group's governance structure, especially with respect to the work of the Property Valuations Committee.
Executive Director, CBRE (part-time) and Chair of CBRE UK's Women's Network, Board Member of the Committee of Management of Hermes Property Unit Trust and a Non- Executive Director of SEGRO plc.
NON-EXECUTIVE DIRECTOR AND CHAIR OF THE AUDIT AND RISK COMMITTEE
Board meetings present: 6/6
Tenure 1 year and 6 months
Joe Lister was appointed to the Board in September 2018 and as Chair of the Audit and Risk Committee in July 2019. He is Chief Financial Officer at Unite Group plc, a position he has held since January 2008 after joining the company in 2002. Prior to joining Unite Group plc, Joe qualified as a Chartered Accountant with PricewaterhouseCoopers.
In addition to being Chair of the Audit & Risk Committee, Joe is a member of both the Nominations Committee and the Remuneration Committee.
Joe is a key contributor in all aspects of the Group's strategy, and he brings a wealth of experience and insight into the effect that strategic changes might have on the property sector and consequently, the long-term success of the business. He has a strong financial background, having qualified as a chartered accountant, and is highly knowledgeable and experienced in risk management in the property sector. His background therefore enables him to effectively perform the role of Chair of the Audit and Risk Committee at Helical. Furthermore, he is an experienced listed company director and contributes helpful insights to shareholder relations through the differing perspectives gained through his experience as a member of the executive management team at Unite Group.
Other external appointments
Executive Director, Unite Group plc.
NON-EXECUTIVE DIRECTOR AND CHAIR OF THE REMUNERATION COMMITTEE (DESIGNATE)
Board meetings present: 5/5
Skills, relevant experience and
experience to the Board and its Committees, particularly in the areas of marketing, branding and consumer issues, which are key areas of focus for the Board and important for the continued success of our business.
Sue is a former Chair of both the Marketing Society and the Marketing Group of Great Britain. Prior to joining the Chime Group in 2003, where she was Chair of the Advertising and Marketing Services Division and Strategic and Business Development Director until 2015, Sue served as Marketing Director of the BBC for seven years, Director of Corporate Affairs at Thames Television for three years and Director of Corporate Communications at Vauxhall Motors. Sue has also served as a Non-Executive Director for Millennium & Copthorne Hotels plc, New Look plc, Dairy Crest plc, Dolphin Capital Partners and Historic Royal Palaces.
Sue is a member of the Audit and Risk Committee, the Nominations Committee and the Remuneration Committee. It is proposed that, upon her re-election as Director at the 2020 AGM, Sue will replace Richard Cotton as the Remuneration Committee Chair. Sue has served on the boards of a diverse range of companies and has experience on other remuneration committees both as a member and chair. Her understanding of the employee and wider business perspectives and her the ability to consider the consequences of remuneration decisions, will enable her to be an effective Chair of the Remuneration Committee.
Non-Executive Director, British American Tobacco; Non-Executive Director, Accsys Technologies PLC, and Special Advisor, Chime Group
HELICAL PLC Registered Office: 5 Hanover Square London W1S 1HQ
Tel: 020 7629 0113
email: [email protected]
www.helical.co.uk
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