AGM Information • Jun 9, 2022
AGM Information
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| Contents | Page Number |
|---|---|
| Letter from the Chair | 3 |
| Notice of Meeting 2022 | 5 |
| Explanatory notes | 8 |
| Directors' biographies | 16 |
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from a stockbroker, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in Burberry Group plc, please forward this document, together with the accompanying documents, as soon as possible to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
If you have any questions, please contact us at [email protected].
| Key stages 8 July 2022 |
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|---|---|
| 2:00pm | Voting closes in advance of the meeting |
| 12 July 2022 | |
| 1:00pm | Online platform opens and questions can be submitted via Lumi AGM |
| 2:00pm | AGM commences |
| Results of AGM announced to the London Stock Exchange as soon as possible after |
Attending the AGM electronically
Logging into our AGM electronically couldn't be easier, follow these simple steps:
For more information on attending the AGM electronically – see pages 14 and 15.
Address of AGM venue: Horseferry House 2, 1a Page Street, London, SW1P 4PQ
the meeting
Doors will open 30 minutes prior to the start of the AGM.
Please refrain from attending the meeting if you have COVID-19, are feeling unwell or are experiencing symptoms of COVID-19 or have recently been in contact with anyone who has tested positive for COVID-19.
I am pleased to present the details of the Annual General Meeting (the AGM) of Burberry Group plc (the Company) to be held on 12 July 2022 at 2:00pm at Horseferry House 2, 1a Page Street, London, SW1P 4PQ. This will be our first hybrid meeting allowing shareholders to choose whether to attend the meeting in person or virtually. You will be able to ask questions during the meeting and vote on the resolutions regardless of which option you choose. The Board and I hope that taking this approach will allow us to engage with more of our shareholders directly. Questions may also be asked in advance of the meeting by emailing [email protected] to be received no later than 5.30pm on 7 July 2022. Further details on how to ask questions or attend the meeting virtually can be found on pages 13, 14 and 15.
There have been a number of Board changes during the year. In December 2021 Marco Gobbetti stepped down from his role as Chief Executive Officer and Dame Carolyn McCall retired from Burberry on 2 April 2022. On behalf of the Board I would like to thank Marco and Carolyn for their significant contributions to Burberry and to wish them well in their future endeavours.
I am delighted to welcome Jonathan Akeroyd as Burberry's new Chief Executive Officer and Executive Director who joined us on 15 March 2022. Jonathan has a wealth of experience in building global luxury fashion brands and his expertise will be invaluable as we advance the next phase of Burberry's evolution as an iconic and unique British luxury leader.
LETTER FROM THE CHAIR It is also my pleasure to welcome Danuta Gray who joined the Board as a Non-Executive Director and member of the Remuneration and Nomination committees in December 2021. Danuta has extensive UK and international experience of technology driven consumer businesses and her significant UK plc board experience as an Independent Director and Chair will help strengthen our governance in the years ahead.
Following Dame Carolyn McCall's retirement from the Board, Orna NíChionna was appointed as Senior Independent Director in April 2022.
In line with the UK Corporate Governance Code, all Directors will retire at the 2022 AGM and resolutions 4 to 14 inclusive propose the election or re-election of Directors as appropriate. Biographical details and details of their specific contribution to the success of the Company are given in this Notice on pages 16 to 20.
The Board believe that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders and will promote the long-term success of the Company. The Board unanimously recommend that you vote in favour of each of the resolutions to be put to the meeting, as members of the Board intend to do in respect of their own beneficial shareholdings. Explanatory notes on all the resolutions are set out on pages 8 to 10 of this Notice.
If you are not able to attend in person or electronically we would encourage you to submit your votes on each of the resolutions in advance of the meeting using one of the methods listed below:
| Online | Via our registrar Equiniti's website |
|---|---|
| Crest | Via the CREST electronic proxy appointment service (for CREST members) |
| Post or |
By completing a Form of Proxy and returning it to our registrar |
All Forms of Proxy must be received by no later than 2:00pm on 8 July 2022. Further information on voting is given on pages 11 to 13 of this Notice.
Voting on all resolutions will be by way of a poll. The results of the poll will be announced through a Regulatory Information Service and published on our website Burberryplc.com on Tuesday, 12 July 2022 or as soon as reasonably practicable thereafter.
Further information on the AGM, including how to obtain electronic copies of this Notice and a Form of Proxy, can be found on our website at Burberryplc.com/AGM2022.
We look forward to seeing you at the AGM either in person or electronically.
Yours sincerely
Gerry Murphy Chair
9 June 2022
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING (THE AGM) OF THE MEMBERS OF BURBERRY GROUP PLC (THE COMPANY) WILL BE HELD AT HORSEFERRY HOUSE 2, 1A PAGE STREET, LONDON, SW1P 4PQ ON TUESDAY, 12 JULY 2022 AT 2:00PM TO CONSIDER AND IF THOUGHT APPROPRIATE, PASS THE RESOLUTIONS LISTED BELOW.
Resolutions 1 to 18 are proposed as ordinary resolutions.
Resolutions 19 to 21 are proposed as special resolutions.
Further details of each resolution are set out in the explanatory notes on pages 8 to 10.
To receive the Company's Annual Report and Accounts for the year ended 2 April 2022.
To approve the Directors' Remuneration Report for the year ended 2 April 2022 as set out in the Company's Annual Report and Accounts.
To declare a final dividend of 35.4p per ordinary share for the year ended 2 April 2022.
To re-elect Dr Gerry Murphy as a Director of the Company.
To elect Jonathan Akeroyd as a Director of the Company.
To re-elect Julie Brown as a Director of the Company.
Resolution 7 To re-elect Orna NíChionna as a Director of the Company.
To re-elect Fabiola Arredondo as a Director of the Company.
To re-elect Sam Fischer as a Director of the Company.
Resolution 10 To re-elect Ron Frasch as a Director of the Company.
Resolution 11 To elect Danuta Gray as a Director of the Company.
To re-elect Matthew Key as a Director of the Company.
To re-elect Debra Lee as a Director of the Company.
To re-elect Antoine de Saint-Affrique as a Director of the Company.
To re-appoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next AGM, at which accounts are laid before the Company.
To authorise the Audit Committee of the Company to determine the auditor's remuneration for the year ended 1 April 2023.
That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act) the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company as defined in the Act are, authorised in aggregate to:
(as such terms are defined in sections 363 to 365 of the Act) in each case during the period beginning with the date of passing this resolution until the conclusion of the Company's AGM to be held in 2023 (or, if earlier, 12 October 2023). In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £25,000.
That the Directors be hereby generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £66,117 provided that this authority shall apply until the conclusion of the Company's AGM to be held in 2023 (or, if earlier, 12 October 2023), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority expires and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
Directors' authority to disapply pre-emption rights
That subject to the passing of resolution 18, the Directors be hereby empowered to allot equity securities (within the meaning of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares of 0.05p each in the capital of the Company (ordinary shares) held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that the power shall be limited to:
Such power shall apply until the conclusion of the AGM to be held in 2023 (or, if earlier, 12 October 2023) but during this period the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares provided that:
That the Directors be hereby authorised to call general meetings (other than an AGM) on not less than 14 clear days' notice.
By order of the Board
Company Secretary
9 June 2022
Registered office: Horseferry House, Horseferry Road London, SW1P 2AW
Registered in England and Wales Registered number: 03458224
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 18 are proposed as ordinary resolutions. For each of the resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution.
Resolutions 19 to 21 are proposed as special resolutions. For each of the resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.
The Directors of the Company are required to present the Annual Report and Accounts to the meeting.
This resolution is the annual resolution inviting shareholders to vote on the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), which can be found on pages 186 to 213 of the Company's Annual Report and Accounts and sets out details of payments made to Directors for the financial year ended 2 April 2022. The Directors must include specific information within the Directors' Remuneration Report in accordance with relevant regulations. This vote is advisory only.
A summary of the key elements of the Directors' Remuneration Policy (the Policy) can be found on pages 192 to 193 of the Company's Annual Report and Accounts and at Burberryplc.com. At the 2020 AGM, the Company presented the detailed Policy to shareholders for approval by a vote which was binding on the Company. Shareholders voted 94.91% in favour of the Policy and approval remains effective for a period of three years. The Company is able to make payments only within the limits the Policy allows, until such time that an amended Policy is approved by shareholders. The detailed Policy is set out in the Company's 2019/20 Annual Report on pages 161 to 171, and is published at Burberryplc.com.
The Board recommend that shareholders approve a final dividend in respect of the financial year ended 2 April 2022 of 35.4p per ordinary share.
Subject to shareholder approval, the final dividend will be paid according to the following timetable:
In compliance with the UK Corporate Governance Code all Directors will retire at the AGM and will offer themselves for election or re-election as appropriate.
All the Non-Executive Directors have been subject to rigorous review and are considered to be independent, with the exception of the Chair who was considered to be independent on appointment. The Board is satisfied that each of the Directors standing for election or re-election continues to perform effectively, displays relevant skills and knowledge and demonstrates commitment to their role and to the long-term success of the Company whilst having regard to wider stakeholder interests. More information on the evaluation of Directors can be found on pages 172 to 173 of the Company's Annual Report and Accounts.
Biographies of the Directors seeking election or re-election, together with an explanation of the importance of their experience and contribution to the Company, can be found on pages 16 to 20 of this Notice and at Burberryplc.com.
At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an auditor to serve from the end of the meeting until the next such meeting. Ernst & Young LLP (EY) have indicated that they are willing to continue as the Company's auditor for another year. The Audit Committee has reviewed EY's effectiveness and recommends their re-appointment. The resolutions authorise the Company to re-appoint them and, following normal practice, to authorise the Audit Committee to determine their remuneration.
This resolution seeks authority from shareholders for the Company and its subsidiaries to make donations to EU political parties, other political organisations or independent electoral candidates, or incur EU political expenditure. It is the Company's policy not to make donations to political parties and the Company has no intention of altering this policy. However, the definitions in the Act of "political donation", "political organisation" and "political expenditure" are broadly drafted. In particular, they may extend to bodies such as those concerned with policy review, law reform, representation of the business community and special interest groups, which the Company and its subsidiaries may wish to support. Accordingly, the Company is seeking this authority to ensure that it does not inadvertently commit any breaches of the Act through the undertaking of routine activities which would not normally be considered to result in the making of political donations. The aggregate amount of expenditure permitted by this authority will be capped at £25,000.
Resolution 18 would give the Directors the authority to allot ordinary shares (or grant rights to subscribe for or convert any securities into ordinary shares) up to an aggregate nominal amount equal to £66,117 (representing 132,234,000 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 17 May 2022, being the latest practicable date prior to publication of this Notice.
The Directors have no current plans to issue shares other than in connection with employee share schemes. As at 17 May 2022, the Company held 8,402,720 shares in treasury.
Resolution 19 would give the Directors the authority to allot ordinary shares (including any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to allotments or sales in connection with rights issues or other pre-emptive offers, or otherwise up to an aggregate maximum nominal amount of £9,917.50 (representing 19,835,000 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 17 May 2022, the latest practicable date prior to publication of this Notice. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
The authority sought under this resolution is a standard authority taken by most listed companies each year. The Directors consider that it is in the best interests of the Company and its shareholders generally that they should have the flexibility conferred by the above authorities to make small issues of shares for cash (on a pre-emptive or, where appropriate, a non-pre-emptive basis) as suitable opportunities arise, although they have no present intention of exercising any of these authorities.
The authorities sought under resolutions 18 and 19 will expire on the conclusion of the AGM to be held in 2023 (or, if earlier, 12 October 2023).
This resolution seeks shareholder approval for the Company to make market purchases of up to 39,670,000 ordinary shares, being just under 10% of the issued share capital (excluding treasury shares) as at 17 May 2022 and specifies the minimum and maximum prices at which the ordinary shares may be bought.
In certain circumstances it may be advantageous for the Company to purchase its own shares and the Directors consider it to be desirable for the general authority to be available to provide flexibility in the management of the Company's capital resources. Purchases of the Company's own shares will be made if to do so would be in the best interests of the Company and of its shareholders generally, and would result in an increase in earnings per share. In the event that shares are purchased, they would either be cancelled (and the number of shares in the Company would be reduced accordingly) or, subject to the Companies Act 2006, retained as shares held in treasury. As announced on 18 May 2022, it is intended that a share buyback of £400 million will be completed in the period up to 1 April 2023, our next financial year end, by way of market purchases.
This programme of share buybacks will be based on our existing authority granted at our AGM in 2021 and, if passed, this new authority sought as resolution 20. It is the Company's current intention that if any shares are repurchased under this authority, sufficient shares will be held in treasury to meet the requirements, as they arise, of the Company's share incentive arrangements, with the remainder being cancelled.
The total number of awards and options to subscribe for ordinary shares outstanding as at 17 May 2022 (being the latest practicable date prior to the publication of this Notice), was 3,545,143 representing approximately 0.89% of the issued share capital (excluding treasury shares) at that date. If the existing share purchase authority given on 14 July 2021 (to the extent not already utilised) and the authority being sought under this resolution were utilised in full, the issued share capital would be reduced by an equivalent amount and the outstanding awards and options would represent approximately 1.09% of the issued share capital as at 17 May 2022. No warrants over ordinary shares in the capital of the Company were in existence as at 17 May 2022.
This authority will expire at the conclusion of the AGM to be held in 2023 (or, if earlier, 12 October 2023).
This resolution seeks to renew an authority granted at last year's AGM to allow the Company to call general meetings, other than an AGM, on 14 clear days' notice. Changes made to the Act by the Shareholders' Rights Regulations increase the notice period required for general meetings of the Company to 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (AGMs will continue to be held on at least 21 clear days' notice). Prior to the Shareholders' Rights Regulations coming into force, the Company was able to call general meetings, other than an AGM, on 14 clear days' notice without obtaining such shareholder approval.
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.
The approval will be effective until the Company's next AGM to be held in 2023 (or, if earlier, 12 October 2023).
Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting.
Shareholders can also download a blank Form of Proxy from the investor section of Burberry Group plc's website at Burberryplc.com/AGM2022
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, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Any such statement will be forwarded to the Company's auditor not later than the time the statement is made available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
For the 2022 AGM, Burberry will be enabling shareholders to attend, participate and vote in real time at the meeting electronically via Lumi AGM.
Access to the Lumi platform will be available an hour prior to the start of the meeting from 1:00pm. If you experience any difficulties please contact Equiniti by emailing [email protected] stating your full name, postcode and Shareholder Reference Number, if known.
Shareholders can participate in the meeting remotely via https://web.lumiagm.com/153- 775-317. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.
On accessing the meeting platform, you will be asked to enter your unique SRN and PIN (which is the first two and last two digits of your SRN). If requested, the meeting ID is 153-775-317.
When successfully authenticated, you will be taken to the Home Screen. Here you will be able to follow the proceedings on your device including viewing presentation slides which will include the resolutions to be put forward to the meeting.
Questions on the day can be submitted either as text via the Lumi messaging function or verbally via the Virtual Mic. Details of how to access the Virtual Mic will be provided on the day of the meeting, once you are logged into the Lumi platform.
If you would like to submit a question by text, select the messaging icon at the top of the page. Type your question in the chat box and click on the arrow to submit.
When the Chair declares the poll open, a list of all resolutions and voting choices will appear on your device, which you can scroll through to view.
An active internet connection is required in order to allow you to cast your vote when the poll opens, submit questions and view the broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting. As well as having the latest internet browser installed, users must ensure their device is up to date with the latest software release.
Duly appointed proxies and corporate representatives wishing to join the AGM electronically will need to obtain a unique SRN and PIN number. To do this, please contact the Company's registrar Equiniti by emailing: [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.
Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).
Committee Key
Chair R Remuneration Committee N Nomination Committee A Audit Committee
Dr Gerry Murphy (66) Chair Appointed: 17 May 2018 Nationality: Irish
Committees: N
Gerry has substantial international and senior management experience, including of transforming businesses. He has an in-depth understanding of UK corporate governance requirements and extensive experience in the retail sector. Gerry's skills and experience enable him to provide the Board with highly relevant and valuable leadership as Burberry continues to focus on delivering long-term sustainable value for all our stakeholders.
Gerry joined the Board as an Independent Non-Executive Director and Chair Designate on 17 May 2018 and was appointed as Chair on 17 July 2018. He is also Chair of Tate & Lyle plc. Gerry previously served as Chair of The Blackstone Group International from 2009 to 2019 and was a partner in the firm's private equity investment unit from 2008 to 2017. Gerry has held Chief Executive roles at Kingfisher plc, Carlton Communications plc (now ITV), Exel plc and Greencore Group plc. He spent his early career with Grand Metropolitan plc (now Diageo plc) and also served as a Non-Executive Director on the Boards of British American Tobacco plc; Merlin Entertainments plc; Reckitt Benckiser plc; Abbey National plc and Novar plc. Gerry is also a Trustee of The Burberry Foundation.
Jonathan Akeroyd (55) Chief Executive Officer Appointed: 15 March 2022 Nationality: British
Jonathan is an experienced leader with a strong track record of building luxury brands and driving profitable growth. He has extensive experience across the fashion and luxury goods sector, with a focus on brand and product elevation, strategic development and global expansion. He shares our values and our ambition to build on Burberry's unique British creative heritage, and his deep expertise and strong leadership will be pivotal in advancing the next phase of Burberry's evolution.
Prior to joining Burberry on 15 March 2022, Jonathan was Chief Executive of Gianni Versace SpA where he reorganised and accelerated growth at the Italian fashion house, building on the brand's rich heritage to elevate product, communications and the customer experience. As President and Chief Executive Officer of Alexander McQueen (2004-2016) he led a turnaround of the British luxury brand, successfully steering the company's growth and strategic development into a luxury powerhouse. Jonathan's early career was spent at Harrods (1988–2004) where he gained a strong understanding of luxury retail, brands and products.
Julie Brown (60) Chief Operating and Financial Officer Appointed: 18 January 2017 Nationality: British
Julie has a strong track record of leading change and delivering sustainable, long-term value for shareholders. Her extensive experience in financial, commercial and strategic roles and leading major transformational growth programmes continues to be highly relevant to Burberry in the next phase of our strategy. Julie is committed to implementing initiatives that support our sustainability goals and is a passionate champion of diversity and women in business.
Prior to joining Burberry Julie was Group CFO of Smith & Nephew (2013-2017). Prior to this, she was Interim Group CFO of AstraZeneca where she also held a number of positions covering Group and Business Finance, Strategy and Commercial positions, including Regional and Country President. Julie is a Non-Executive Director and Audit Chair of Roche Holding Limited, a member of the UK Prime Minister's Business Council and the 100 Group Main Committee. She is co-Chair of The Prince's Accounting for Sustainability Project's CFO Leadership Network, a member of the Mayor of London's Business Advisory Board and Patron of Oxford University Women in Business. She qualified with KPMG and is a Fellow of the Institute of Chartered Accountancy and a Chartered Tax Advisor.
Orna NíChionna (66) Senior Independent Director Appointed: 3 January 2018 Nationality: Irish
Fabiola Arredondo (55) Independent Non-Executive Director Appointed: 10 March 2015 Nationality: American
Committees: R N
Orna has strong UK plc and international business experience spanning the consumer and retail markets, and brings to the Board significant financial, strategic and governance expertise. Orna is a committed environmentalist and campaigner for sustainable land use and farming, and was Chair of the Soil Association for six years. Her passion for the environment is an asset to Burberry as we continue to drive positive change and build a more sustainable future through our Responsibility agenda.
Orna is currently Senior Independent Director at Saga plc and a Trustee of the Institute for Fiscal Studies. Her previous appointments include Interim Chair of the National Trust and Chair of digital innovation consultancy, Founders Intelligence. She has also served on the Boards of Royal Mail, Bupa, HMV, Northern Foods and Bank of Ireland UK. Orna began her career at McKinsey & Company, where she became the first female Partner in the London office, co-leading its European Retail Practice.
Fabiola has extensive international strategic and operational experience in the digital and media sectors, having previously built and led a major division of Yahoo! Inc. She also has a deep understanding of sustainability and the environment through her engagement at the World Wildlife Fund. Her highly relevant digital and consumer background as well as her wealth of international Non-Executive Director experience, make Fabiola a valued member of the Board.
Fabiola is Managing Partner of Siempre Holdings, a private investment firm based in the USA. She is a Non-Executive Director of Campbell Soup Company and Fair Isaac Corporation, which are both listed on the New York Stock Exchange. Fabiola is also a National Council Member of the World Wildlife Fund for Nature (WWF) and Member of the Council on Foreign Relations. She has previously served as a Non-Executive Director at FTSE 100 companies Experian plc and BOC Group plc (now Linde Group), Saks Incorporated (now Hudson's Bay Company) and Ibex 35 company Bankinter S.A. She has also held Non-Executive Directorships at National Public Radio, Rodale Inc., Intelsat Inc., Sesame Workshop and the World Wildlife Fund UK and USA. Fabiola also held senior operating roles at Yahoo! Inc., the BBC and Bertelsmann AG.
Committee Key
Chair R Remuneration Committee N Nomination Committee A Audit Committee
Ron Frasch (73) Independent Non-Executive Director Appointed: 1 September 2017 Nationality: American
Committees: A R N
Ron has spent over 30 years working in the retail industry. He has clear strategic acumen, strong leadership skills and wide-ranging experience of working with luxury fashion brands. As the former President of Saks, he was the instrumental driving force behind developing the company's private-label collections. Ron's wealth of fashion experience and his well-established merchandising skills play an important role as Burberry continues to focus on delivering long-term sustainable growth in the luxury fashion market.
Ron is currently CEO of Ron Frasch Associates LLC. He is also a Non-Executive Director of Crocs Inc, Aztech Mountain and MacKenzie Childs. Between 2004 to 2007, Ron served as Vice Chairman of Saks Fifth Avenue Inc. and from 2007 to 2013 he was President, with responsibility for fashion buying, merchandise planning, store planning, stores and visual. Prior to Saks, Ron spent four years as President and CEO of Bergdorf Goodman. He has also served as President of the Americas for an Italian licensing company of luxury fashion brands.
Matthew Key (59) Independent Non-Executive Director Appointed: 1 September 2013 Nationality: British
Committees: A R N
Matthew has significant strategic, regulatory and operational experience in the e-commerce and technology sectors. He brings a wealth of experience of managing dynamic and fast-moving international companies and has an extensive understanding of the consumer market. Matthew is a qualified chartered accountant and his deep financial knowledge and expertise are important to the Board, as reflected in his appointment as Chair of the Audit Committee.
Matthew is a Non-Executive Director of BT Group plc, is Chair of its Audit and Risk Committee and a member of BT's Nominations and Remuneration Committees. He was a member of the advisory Board of Samsung Europe between 2015 and 2017 and from 2007 to 2014, he held various positions at Telefonica, including Chair and CEO of Telefonica Europe plc and Chair and CEO of Telefonica Digital, the global innovation arm of Telefonica. Matthew qualified as a chartered accountant with Arthur Young (now EY). In his early career, he held various financial positions at Grand Metropolitan plc (now part of Diageo plc), Kingfisher plc, Coca-Cola and Schweppes.
Danuta Gray (63) Independent Non-Executive Director Appointed: 1 December 2021 Nationality: British
Committees: R N
Debra Lee (67) Independent Non-Executive Director Appointed: 1 October 2019 Nationality: American
Committees: A N
Danuta is a highly-experienced Non-Executive Director and Chair with a strong understanding of consumers, technology, sales and marketing within the UK and international business markets gained through her executive career. Her extensive UK plc board experience and deep understanding of UK governance requirements makes her a strong asset to our Board.
Danuta is currently Chair of Direct Line Insurance Group, Chair of the Board of North SP Limited and is a member of the Employ Autism Development Board. Her previous appointments include Chair of St Modwen Property plc and Senior Independent Director of Aldermore Bank plc. She has also served on the Boards of Old Mutual plc, Page Group plc, Paddy Power plc and Aer Lingus plc and as a Non-Executive member of the Board at the UK Ministry of Defence. Danuta's executive career includes spending nine years as CEO of Telefónica O2 in Ireland and as an Executive Director of Telefónica Europe plc.
Debra is one of the most influential female voices in the entertainment industry and has a deep understanding of the American consumer and culture. She is the former Chairman and CEO of BET Networks, which under her leadership became the largest global provider of entertainment for the African-American audience and consumers of black culture. Debra is a passionate advocate of women and people from ethnically diverse backgrounds.
Debra is the CEO and founder of Leading Women Defined, Inc., a foundation supporting black female leadership. She is a Non-Executive Director of Warner Bros. Discovery, Inc., Marriott International, Inc. and The Proctor & Gamble Company. From 2006 to 2018, Debra served as Chairman and Chief Executive Officer at Black Entertainment Television LLC (BET), a division of Viacom, Inc. Prior to joining BET in 1986, Debra was an attorney with the Washington, DC-based law firm Steptoe & Johnson. She was formerly a Non-Executive Director of Twitter, Inc. from May 2016 to July 2019 and of AT&T Inc. from 2019 until April 2022.
Sam Fischer (54) Independent Non-Executive Director Appointed: 1 November 2019 Nationality: Australian
Committees: N R
Sam has a wealth of global leadership experience including leading iconic heritage premium brands from across the lifestyle and consumer sectors. He has a strong track record in driving business growth and a deep understanding of key Asian markets, which is a tremendous asset to Burberry as we continue to engage our communities in the region with innovative products and culturally-relevant experiences.
Sam is currently President, Asia Pacific and Global Travel, Diageo plc and is a member of its Global Executive Committee. Since joining Diageo in 2007, Sam has held several senior roles, including Managing Director of Greater China and Managing Director for South East Asia. Prior to joining Diageo, Sam held a number of commercial and general management roles at Colgate-Palmolive between 1991 to 2006, culminating in a role as Managing Director of Central Europe. He will be joining Lion Group as CEO in July 2022.
Committee Key
Chair R Remuneration Committee N Nomination Committee A Audit Committee
Antoine de Saint-Affrique (57) Independent Non-Executive Director Appointed: 1 January 2021 Nationality: French
Committees: A N
Antoine has a wealth of experience in the consumer sector, having led a number of global brands throughout his career. As CEO of Barry Callebaut, Antoine put sustainability at the heart of the company's strategy, setting ambitious targets that addressed the most pertinent challenges in the chocolate supply chain. His strong understanding of sustainability and of the consumer market makes him a valued asset to our Board as we continue to focus on positively impacting the environment and our communities.
Antoine is currently CEO and a Director of Danone, a world leading food and drink company, which is listed on the Euronext Paris Stock Exchange and is included in the CAC 40 stock market index. He is also a Non-Executive Director of Barry Callebaut having previously served as CEO from October 2015 to September 2021. From 2000 to 2015, Antoine held a number of senior executive positions at Unilever plc, including as President of Unilever Foods and member of Unilever's Group Executive Committee from September 2011 to September 2015. From 2009 to 2020, he served as a Non-Executive Director of Essilor International, which prior to its merger with Luxottica Group Spa, was listed on Euronext Paris and included in the CAC 40 index.
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