Pre-Annual General Meeting Information • Apr 11, 2025
Pre-Annual General Meeting Information
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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 or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in Kingfisher plc, please forward this Notice of AGM, together with the accompanying documents but not the personalised proxy form, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
The 2025 Annual General Meeting (the 'AGM') of Kingfisher plc (the 'company'), will be held on Monday, 23 June 2025 at 10.00am at No.11, Cavendish Square, London W1G 0AN.
We consider the AGM to be an important event in our calendar and a significant opportunity for the Board of Directors to engage with our shareholders. We hope that shareholders will choose to join us in person at this year's AGM to engage and share their views with their Board of Directors. More information about the AGM, our venue and how to get there can be found on page 10.
The resolutions to be considered at this year's AGM are set out on pages 2 and 3 and explanatory notes follow on pages 4 to 6.
I would like to thank both Catherine Bradley and Rakhi Goss-Custard for their excellent insights and valuable and varied contributions to Kingfisher over many years. Both will step down at the conclusion of the AGM and I wish them well for the future. At the same time, I am delighted to welcome our new CFO, Bhavesh Mistry and our two new non-executive directors, Ian McLeod and Lucinda Riches to their first AGM. I very much look forward to working with each of them in the coming years and benefitting from their valuable new perspectives. All three will be standing for election for the first time at the meeting and, as recently announced and discussed in more detail on page 4, at the conclusion of the AGM Lucinda Riches will succeed Catherine and Rakhi as Senior Independent Director and Chair of the Remuneration Committee, respectively.
The continued effectiveness of the Board, its Committees and individual directors, was assessed through an internal review process during the year. The Board also reviewed the skills and commitment of those directors standing for election or re-election supported by the Nomination Committee's ongoing consideration of the expertise, tenure, and diversity in the Board's makeup. Following such evaluation and review, the Board recommends you vote in favour of all those directors seeking re-election. Biographies for each director seeking re-election can be found on pages 11 and 12.
This year we are proposing our new Directors' Remuneration Policy for approval, as the policy was last approved by shareholders at the 2022 AGM. We propose two minor changes to improve the flexibility of the policy wording, changed to ensure that executive director pension contributions continue to align to the rates applicable to the UK wider workforce and to give the Remuneration Committee the flexibility to scale down, if deemed appropriate, the percentage of bonus deferral if an executive director has suitably met their shareholding requirement. These changes are explained in more detail on page 4 of this Notice of AGM and on page 93 of the Annual Report and Accounts.
The directors are of the opinion that all resolutions which are to be put to the AGM are in the best interests of the company and its shareholders as a whole and, accordingly, unanimously recommend that you vote in favour of all the resolutions as they intend to do in respect of their own shareholdings.
Whether or not you plan to attend, you are strongly encouraged to submit a proxy vote in advance of the AGM so that your vote is counted. You can submit your proxy vote online or by returning the proxy form posted to you and it will not prevent you from attending in person on the day. This is explained further on page 7. Shareholders who are present at the AGM will also be able to vote at the meeting. The results will, as soon as reasonably practicable, be announced to the London Stock Exchange and published on our website.
Shareholders can ask a question in person if they attend the AGM, however, shareholders are encouraged to also register their question on their arrival at the meeting. Alternatively, if you prefer or are unable to attend the AGM, questions can be posed in advance by email to [email protected] by 10.00am on Thursday, 19 June 2025. This is explained further on page 8.
Thank you for your continued support. My fellow directors and I look forward to seeing you at the AGM.
Yours faithfully,
Chair of the Board
11 April 2025
NOTICE is hereby given that this year's AGM will be held at No.11, Cavendish Square, London W1G 0AN on Monday, 23 June 2025 at 10:00am to transact the following business.
Resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 20 will be proposed as special resolutions. Voting on all resolutions will be by way of a poll and all valid proxy votes cast will count towards the poll votes. In this document (the 'Notice of AGM'), all references to the Act are to the Companies Act 2006.
THAT the company's Annual Report and Accounts for the financial year ended 31 January 2025 together with the Strategic report, the Directors' report, and Independent Auditor's report on those accounts (the 'Annual Report and Accounts') be received.
THAT the Directors' Remuneration Report (excluding the Directors' Remuneration Policy, set out on pages 93 to 101 of the Directors' Remuneration Report), as set out on pages 88 to 119 of the Annual Report and Accounts, be received and approved.
THAT the Directors' Remuneration Policy, as set out on pages 93 to 101 of the Annual Report and Accounts, be received and approved to take effect on the date of its adoption, being 23 June 2025.
THAT a final dividend of 8.60 pence per ordinary share be declared for payment on 30 June 2025 to those shareholders on the register at the close of business on 23 May 2025.
THAT each of the following be elected as directors of the company by separate resolution:
THAT each of the following be re-elected as directors of the company by separate resolution:
| 8. Claudia Arney | 11. Sophie Gasperment |
|---|---|
| 9. Jeff Carr | 12. Bill Lennie |
10. Thierry Garnier
THAT Deloitte LLP be re-appointed as auditor of the company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the company.
THAT the Audit Committee be authorised to determine the remuneration of the auditor.
THAT in accordance with section 366 of the Act, the company and any company which at any time during the period for which this resolution has effect, is a subsidiary of the company, be authorised to:
For the purpose of this Resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.
and so that the directors may impose any limits or restrictions and make any 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.
Such authority shall apply (unless previously renewed, varied or revoked by the company in general meeting) until the end of the next AGM of the company or, if earlier, until the close of business on 22 September 2026:
THAT if Resolution 16 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that Resolution and/or to sell 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, such authority to be limited:
such authority to expire at the end of the next AGM of the company or, if earlier, at the close of business on 22 September 2026 but, in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
THAT if Resolution 16 is passed, the Board be authorised in addition to any authority granted under Resolution 17 to allot equity securities (as defined in the Act) for cash under the authority given by that Resolution and/or to sell 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, such authority to be:
such authority to expire at the end of the next AGM of the company or, if earlier, at the close of business on 22 September 2026 but, in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
THAT the company be generally and unconditionally authorised, in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 155⁄7 pence each in the capital of the company provided that:
THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next AGM of the company.
By order of the Board
11 April 2025
Registered office: 1 Paddington Square, London, England W2 1GG Registered in England. Company Number: 01664812
Resolutions 1 to 16 are proposed as ordinary resolutions which must receive more than half of the votes cast in favour to be passed.
Resolutions 17 to 20 are proposed as special resolutions which must receive at least three quarters of the votes cast in favour to be passed.
The directors must present to the meeting the Annual Report and Accounts for the financial year ended 31 January 2025, the Strategic report, the Directors' report and the Independent Auditor's report on those accounts and on those parts of the Directors' Remuneration Report which have been audited.
Resolution 2 seeks approval of the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy), which is set out in full on pages 88 to 119 of the Annual Report and Accounts. The vote is advisory and does not affect the past or future remuneration paid to any director.
Resolution 3 seeks approval for the new Directors' Remuneration Policy. Our current Directors' Remuneration Policy (the 'current policy'), which includes a market aligned reward structure of an annual bonus with deferral into shares and a Performance Share Plan (PSP) granted annually, was approved by shareholders at the 2022 AGM and has operated as intended since. The current policy was chosen by the Remuneration Committee (the 'Committee') as the most suitable structure to support our 'Powered by Kingfisher' strategy. There have been no fundamental changes to our strategy since the current policy was adopted and, therefore, we are not proposing any significant changes to the structure of the new Directors' Remuneration Policy for approval at the 2025 AGM. The Committee is proposing to make two minor changes which improve the flexibility of the policy:
The full Directors' Remuneration Policy is set out on pages 93 to 101 of the Annual Report and Accounts and sets out the company's proposed forward-looking policy on directors' remuneration (including payments to departing directors).
If Resolution 3 is passed, the new Directors' Remuneration Policy will be effective from the conclusion of the AGM on 23 June 2025. Resolution 3 is a binding shareholder vote and, if passed, will mean that the company can only make remuneration payments to directors, or payments for loss of office to directors, that are consistent with the approved policy, unless an amendment to that policy authorising the company to make such payments has been approved by a separate shareholder resolution. If shareholders do not approve the new Directors' Remuneration Policy for any reason, the company will, to the extent permitted by the Act, continue to make payments to directors under the Directors' Remuneration Policy approved on 22 June 2022 and will seek shareholder approval for a revised policy by the 2026 AGM.
The Board of Directors has proposed a final dividend of 8.60 pence per ordinary share. In addition to the interim dividend of 3.80 pence per ordinary share paid on 15 November 2024, this makes a total dividend of 12.40 pence for the year per ordinary share. If approved, the final dividend will be paid on 30 June 2025 to shareholders on the register at 23 May 2025. Further details on dividends can be found on the company's website: www.kingfisher.com.
The Board unanimously recommends the re-appointment of each of the directors standing for election or re-election to take effect from the conclusion of the meeting.
Lucinda Riches, Bhavesh Mistry and Ian McLeod, who have been appointed to the Board since the last AGM, now stand for election by shareholders in accordance with the company's articles of association (the 'Articles').
As announced separately, Catherine Bradley and Rakhi Goss-Custard will step down from the Board of Directors at the conclusion of this year's AGM and therefore are not standing for re-election. Lucinda Riches will succeed Catherine and Rakhi as Senior Independent Director and Chair of the Remuneration Committee, respectively. In approving Lucinda's appointment as senior independent director, the Board considered her total external time commitments and, noting she has confirmed that she will be stepping down from one of her other listed positions in autumn 2025, was satisfied that this change would be complimentary to her new role as Remuneration Committee Chair and would not compromise her commitment to her role on our Board and Committees.
The Board, led by the Chair of the Board and supported by the Nomination Committee's ongoing consideration of the expertise, tenure, and diversity in the Board's makeup, has considered the skills and commitment of those directors standing for election or re-election and has concluded that each of them makes a positive and effective contribution to the meetings of the Board and the Committees on which they sit.
This view was supported by individual, personalised feedback shared during the internal board effectiveness review conducted during the year and is discussed in more detail in the Annual Report and Accounts on page 76.
Each of the non-executive directors has given an assurance to the Board that they remain committed to their role as a director and will ensure that they continue to devote sufficient time to their duties, including attendance at Board and Committee meetings.
The Board is content that each non-executive director standing for election or re-election is independent in character and there are no relationships or circumstances likely to affect their character or judgement.
Further, the Board believes that their respective skills complement each other to enhance the overall operation of the Board and continue to be important to the company's long-term sustainable success and in supporting management to deliver the 'Powered by Kingfisher' strategy.
In support of the UK Corporate Governance Code 2018 (the 'Code') requirement for the Board to set out the reasons why it believes that each director standing for election or re-election should be elected or re-elected, biographies are provided in Appendix 1 to this Notice of AGM, on pages 72 and 73 of the Annual Report and Accounts, and on the company's website: www.kingfisher.com.
The directors believe this information is sufficient to enable shareholders to make an informed decision about each director's election or re-election.
The auditor of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 13 proposes the re-appointment of the company's existing auditor, Deloitte LLP (who has been in office since the 2009/10 financial year) until the conclusion of the next general meeting at which accounts are presented.
Resolution 14 is a separate Resolution which proposes to grant authority to the Audit Committee to determine the auditor's remuneration.
The company does not intend to change its current practice of not making donations to political parties or incurring political expenditure. However, the definitions of 'political donations' and 'political expenditure' under Part 14 of the Act are very wide and, as a result, it is possible that they may include, for example, donations to bodies concerned with policy review and law reform, the representation of the business community or sections of it, or the representation of other communities or special interest groups which it is in the shareholders' interest for the company to support. Amongst other things, the Act prohibits the company and its subsidiaries from making donations or incurring expenditure in relation to political parties, other political organisations or independent election candidates of more than £5,000 in aggregate in any 12-month period, unless such donations or expenditure have been authorised by the company's shareholders. The company is therefore seeking authority under this Resolution to make donations or incur expenditure of up to £75,000 in aggregate to prevent an inadvertent breach of the Act. Any donations made or expenditure which may be incurred under authority of this Resolution will be disclosed in next year's Annual Report and Accounts.
Paragraph (i) of this Resolution would provide the directors with authority to allot ordinary shares up to an aggregate nominal amount equal to £93,378,838 (representing 594,391,080 ordinary shares of 155⁄7 pence each). This amount represents approximately one third of the issued ordinary share capital of the company as at 28 March 2025, the latest practicable date prior to publication of this Notice of AGM (the 'Latest Practicable Date').
In line with the Investment Association's most recent guidance on share capital management, paragraph (ii) of this Resolution would give the directors the authority to allot ordinary shares in connection with a fully pre-emptive offer in favour of ordinary shareholders up to an aggregate nominal amount equal to £186,757,677 (representing 1,188,782,160 ordinary shares of 155⁄7 pence each), including within such limit the nominal amount of any shares issued under paragraph (i) of this Resolution. This amount represents approximately two thirds of the issued ordinary share capital of the company as at the Latest Practicable Date.
The directors have no present intention to exercise either of the authorities sought under this Resolution, except, under paragraph (i), to satisfy options under the Kingfisher Sharesave Plan.
The authorities sought under this Resolution will expire on the earlier of 22 September 2026 or the conclusion of the 2026 AGM of the company.
As at the Latest Practicable Date, the company held no treasury shares.
Resolutions 17 and 18 give the directors the authority to allot ordinary shares (or sell 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.
The Statement of Principles on Disapplying of Pre-emption Rights published by the Pre-Emption Group in November 2022 (the 'Pre-Emption Principles') allow an annual disapplication of pre-emption rights to include: (i) 10 per cent of issued ordinary share capital to be issued on an unrestricted basis; (ii) an additional 10 per cent of issued ordinary share capital to be used for either an acquisition or specified capital investment; and (iii) a follow-on offer of an additional 2 per cent to existing holders of securities not allocated shares under an issue made under either of the (i) or (ii).
At this time, the Board considers it appropriate to seek authority to disapply pre-emption rights for 5 per cent of issued share capital on an unrestricted basis and an additional 5 per cent for either an acquisition or specified capital investment.
Resolution 17 authorises the directors to allot new equity securities, or to sell treasury shares for cash, in each case on a non-pre-emptive basis:
Resolution 18 authorises the directors to allot new equity securities (or sell treasury shares) for cash, on a non-preemptive basis, up to a further aggregate nominal value of £14,006,826, which represents approximately 5 per cent of the total issued ordinary share capital, in connection with an acquisition or other capital investment as contemplated by the Pre-Emption Principles.
The Board confirms that it intends to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.
The directors do not presently intend to use the authorities sought under Resolutions 17 and 18, however, the Board considers that it is in the best interests of the company and its shareholders generally that the company should renew these authorities to have the flexibility to raise capital quickly and easily to finance business opportunities when they arise in line with the company's strategy.
The authorities sought under Resolutions 17 and 18 will expire on the earlier of 22 September 2026 or the conclusion of the 2026 AGM of the company.
This Resolution would give the company authority to purchase its own shares in the market, renewing the authority granted in previous years. As with previous authorities, the maximum number of shares purchased under this authority will not exceed 178,317,323 ordinary shares, representing 10 per cent of the issued share capital of the company as at the Latest Practicable Date.
This authority shall expire on the earlier of 22 September 2026 or the conclusion of the 2026 AGM of the company.
When conducting purchases under this authority, the company will comply with the UK Market Abuse Regulation and the Financial Conduct Authority's UK Listing Rules.
The total number of options to subscribe for ordinary shares that were outstanding at the Latest Practicable Date was 65,303,834 which represents 3.66 per cent of the issued share capital at that date. If the authority to purchase shares was exercised in full, in addition to the outstanding authority granted at the 2024 AGM, these options would represent 4.38 per cent of the company's issued share capital.
The directors will use the authority being sought in Resolution 19 to purchase shares only after careful consideration (taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the company). Further, the directors intend to use this authority to purchase shares only if they believe that to do so would have a positive effect on earnings per share and would be in the best interests of the company and its shareholders taken as a whole.
The company's current intention is to cancel any repurchased shares but retains the flexibility to hold any repurchased shares as treasury shares, if it considers this to be in the best interests of the company.
Under the Companies (Shareholders' Rights) Regulations 2009 the notice period required for general meetings of the company is 21 clear days unless shareholders have approved a shorter notice period, which cannot be less than 14 clear days.
To preserve the company's flexibility to call general meetings, other than an annual general meeting, on 14 clear days' notice, shareholders are asked to approve Resolution 20. 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.
In order to be able to call a general meeting on less than 21 clear days' notice, the company would make available a method of electronic voting to all shareholders for that meeting.
appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID 3RA50) by 10.00am on Thursday, 19 June 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 their 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
— by sending an email with the subject header of "Kingfisher plc – Termination of Proxy Appointment" to: [email protected]. Please note that this email address can only be used for the termination of previously registered proxy appointments (any other instructions included in the email will not be actioned and will be ignored). In order for the termination to be effective, the email must include the security details from the Form of Proxy (Control Number and SRN). In order that we may contact you to verify the termination of the proxy appointment, please provide a contact telephone number and where possible, attach to the email a letter signed by the registered holder to enable the verification to be affected.
In either case, the revocation notice must be received by the company's Registrar, no later than 10.00am on Thursday, 19 June 2025. Appointment of a proxy does not preclude you from attending the AGM in person and voting yourself. If you have appointed a proxy to attend the AGM your proxy appointment will automatically be terminated.
The Shareholder helpline number 0370 702 0129 is run by the company's Registrar, Computershare Investor Services PLC, and is available on UK business days between Monday and Friday, 8.30am and 5.30pm. The helpline also has automated self-service functionality, which is available 24 hours a day, 7 days a week. Using the SRN on your share certificate or dividend confirmation, the self- service functionality will allow you to:
Investor Centre is a free, secure share management website provided by the company's Registrar. Managing your shares online means you can access information quickly and securely and minimise postal communications.
To register, visit www.investorcentre.com. All you will need is your registered address details and your SRN which you will find on your share certificate or dividend confirmation. You will be able to:
In certain circumstances it may be necessary for Computershare to send a unique activation code to your registered address to allow you full access to your Investor Centre account.
The company pays all cash dividends through direct payment to shareholder bank accounts. Shareholders who have not yet notified our Registrar of their preferred payment option should do so without delay. Please note that this does not affect those shareholders who have subscribed for the Dividend Reinvestment Plan (DRIP).
The company actively encourages all shareholders to register for the electronic communications service. By registering to receive electronic communications, you will be able to:
You can register online by visiting www.investorcentre.com and following the instructions.
The meeting will be held at No.11, Cavendish Square, London W1G 0AN.
The meeting will be held on Monday, 23 June 2025 and start at 10.00am. Please arrive no later than 9.50am for registration.
Light refreshments will be served between 9.15am and 9.55am. Tea and coffee will be available for a period after the meeting.
Induction loop facilities will be available in the meeting room.
The venue has lift access available to the registration and refreshment areas, and the meeting room.
No.11, Cavendish Square is situated in the heart of London's West End. The venue is within walking distance from both Oxford Circus and Bond Street underground tube stations.
Tube: for Oxford Circus, take either the Bakerloo, Central or Victoria underground lines. The venue is approximately a 6-minute walk from the tube station.
For Bond Street, take either the Central, Elizabeth or Jubilee underground lines. The venue is approximately a 7-minute walk from the tube station.
Mainline: for those travelling to London by rail, the venue is easily accessible from the following stations:

Appointed: November 2018
Skills and experience: Claudia brings a wealth of experience of business transformation and building digital capabilities to the Board having previously held non-executive roles, including interim chair of the Premier League, senior independent director of Telecity Group plc, chair of the remuneration committee at Halfords plc, non-executive director at Ocado Group plc, and non-executive director and governance committee chair at Aviva plc. Claudia began her career at McKinsey & Company, before holding roles at Pearson, the Financial Times, Goldman Sachs, and HM Treasury. She was also group managing director, digital at EMAP.
External appointments: Claudia is currently chair of Deliveroo plc, serves as a member of the Panel on Takeovers and Mergers and is the lead non-executive board member for the Department for Digital, Culture, Media and Sport.
Appointed: June 2018
Skills and experience: Jeff brings substantial international finance experience to the Board, particularly within the consumer and retail sectors. Until the end of March 2024, Jeff served as CFO of Reckitt Benckiser Group plc, a British multinational consumer goods company with operations in over 60 countries and a large number of globally trusted household brands and products. Jeff also held an executive finance role with Reckitt earlier in his career. Prior to joining Reckitt, Jeff was CFO of Koninklijke Ahold Delhaize N.V. (Ahold Delhaize), one of the world's largest retail groups. Jeff was also previously group finance director at both FirstGroup plc and easyJet plc, and held a senior finance role at Associated British Foods plc, as well as a non-executive director role at McBride plc.
External appointments: Jeff is a non-executive director of Tate and Lyle plc.
Appointed: September 2019
Skills and experience: Thierry spent 20 years in senior roles at Carrefour, the French multi-national retailer. Before joining Kingfisher, he was a member of the Carrefour group executive committee and CEO of Carrefour Asia. From 2003 to 2008, Thierry was the managing director of Supermarkets for Carrefour France. Following his success in this role he became CEO of Carrefour International and a member of the group executive committee in 2008, where he became responsible for operations in Asia, Latin America and various European countries. In 2016, Thierry was awarded the Chevalier de l'Ordre National de la Légion d'Honneur (France).
External appointments: Thierry is a non-executive director of Tesco plc and the president of EDRA/GHIN, the European DIY Retail Association and the Global Home Improvement Network.
Appointed: December 2018
Skills and experience: Sophie brings to the Board expertise in strategy, brand and international retail markets as well as substantial experience in business transformation and digital capabilities, having held a number of senior leadership positions at L'Oréal, including managing director of L'Oréal UK & Ireland, and executive chair and global chief executive officer of The Body Shop, as well as 12 years as nonexecutive director at Accor where she chaired the Nominations, Remunerations and CSR Committee.
External appointments: Sophie is a senior advisor at the Boston Consulting Group. She is also a non-executive director of Givaudan S.A., and an independent director of Cimpress plc, a NASDAQ-listed technology company.
Audit Committee Nomination Committee Remuneration Committee Chair
Responsible Business Committee
Appointed: May 2022
Representative to the Kingfisher Colleague Forum: From June 2025
Skills and experience: Bill brings substantial industry experience to the Board, having spent 26 years at The Home Depot, Inc., the largest home improvement company in the world, where he had an outstanding track record of delivery, supporting the company's remarkable growth during this period. Bill was most recently executive vice president, outside sales and services at Home Depot and retired in 2021. During his time there, he held many senior leadership roles including president, Canada and senior vice president, international merchandising, private brands, and global sourcing. Bill has a deep knowledge of merchandising and global sourcing, and experience in developing successful trade and services strategies. Before his time at Home Depot, Bill was merchandising manager for Lowe's Companies Inc. and millwork plant manager for Menards Inc.
External appointments: None.
Ian McLeod, Non-Executive Director
Appointed: January 2025
Skills and experience: lan has over 40 years' retail experience, including 20 years in CEO positions leading multi-billion dollar publicly traded or private equity-owned companies around the world, developing specialist expertise in leading business transformation and change management programmes globally.
lan's leadership and board experience includes businesses such as Asda and Halfords in the UK, Walmart International as well as Carrefour in the Middle East. His CEO roles include Coles Retail Group in Australia, Southeastern Grocers in the United States and more recently the DFI Retail Group based in Hong Kong with stores across 13 Asian markets, including key market franchises for IKEA, 7-Eleven and Starbucks. In 2010, lan was awarded an Honorary Doctorate in his native Scotland for his contributions to business and retail.
External appointments: Ian is an operating partner with Quadria Capital, a private equity firm specialising in healthcare business investments.
Bhavesh Mistry, Chief Financial Officer
Appointed: January 2025
Skills and experience: Bhavesh brings extensive finance and retail experience gained in senior roles across a range of listed businesses, most recently at British Land, where he served as CFO from 2021. Prior to joining British Land, Bhavesh was Deputy Chief Financial Officer at Tesco PLC. He has previously held senior finance and strategy roles in a range of consumer-facing businesses, including Whitbread Hotels and Restaurants, Anheuser Busch InBev and Virgin Media. Bhavesh qualified as a Chartered Accountant with KPMG and holds an MBA from London Business School.
External appointments: None.
Appointed: January 2025
Skills and experience: Lucinda is a highly experienced non-executive director, having served in several roles as board chair and remuneration committee chair across multiple sectors. Prior to becoming a non-executive director, Lucinda had an executive career in investment banking at UBS where she was Global Head of Equity Capital Markets and a member of the board of UBS Investment Bank. Her previous non-executive director roles include CRH plc, ICG Enterprise Trust plc, the British Standards Institution, Diverse Income Trust plc and UK Financial Investments Ltd.
External appointments: Lucinda is currently the independent non-executive chair of Greencoat UK Wind plc and Peel Hunt Limited. She is also a non-executive director of Ashtead Group plc, where she chairs the remuneration committee. Lucinda has confirmed that she will be stepping down from one of her other listed positions in autumn 2025. Please see page 80 of the Annual Report and Accounts for further details of Lucinda's time commitment.
Audit Committee Nomination Committee Remuneration Committee Chair
Responsible Business Committee
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