AGM Information • Mar 19, 2019
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your holding of ordinary shares in Drax Group plc please forward this document and the accompanying documents (but not the personalised Form of Proxy or Form of Direction), as soon as possible, to the purchaser or the transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
For shareholders, a Form of Proxy is enclosed with this document. Whether or not you propose to attend the AGM, you are requested to complete and submit a Form of Proxy to the Company's Registrars, Equiniti Limited, Proxy Department, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive by no later than 11.30am on 15 April 2019.
If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 11.30am on 15 April 2019.
The return of a completed Form of Proxy or CREST proxy instruction will not prevent you from attending the AGM and voting in person if you wish to do so.
For Share Incentive Plan (SIP) participants, a Form of Direction is enclosed with this document and, if used, should be sent to the Trustee, Equiniti Share Plan Trustees Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive by no later than 11.30am on 12 April 2019. As a participant in the SIP you are unable to attend the meeting unless you hold shares registered in your own name.
| CONTENTS | |
|---|---|
| This document contains: | Page |
| Part A Letter from the Chair | 1 |
| Part B Notice of the AGM | 3 |
| Part C Explanatory notes to the Notice of the AGM | 6 |
| Part D Administrative notes relating to the AGM | 10 |
| Part E Definitions | 13 |
| Part F Directors' biographies | 14 |
| Latest time for receipt of Forms of Direction from SIP participants to be valid at the AGM | 11.30am on 12 April |
|---|---|
| Latest time for receipt of Forms of Proxy and CREST proxy instructions to be valid at the AGM | 11.30am on 15 April |
| AGM | 11.30am on 17 April |
| Ordinary shares marked ex-final dividend | 18 April |
| Record date for entitlement to the final dividend | 23 April |
| Dispatch of the final dividend warrants and tax vouchers | 9 May |
| Payment date for the final dividend | 10 May |
Registered Office: Drax Power Station Selby North Yorkshire YO8 8PH Registered in England and Wales Number 5562053
Philip Cox CBE (Chair) Will Gardiner (Group Chief Executive Officer) Tim Cobbold Nicola Hodson Andy Koss David Lindsell David Nussbaum Vanessa Simms Andy Skelton Tony Thorne
11 March 2019
Dear Shareholder,
I am pleased to enclose the Notice of the AGM of Drax Group plc (the Company or Drax). A copy of the Company's Annual report and accounts for the year ended 31 December 2018 is enclosed, if you have requested to receive it, and is also available on the Company's website at www.drax.com. The AGM will be held at 11.30am on Wednesday 17 April 2018 at Grocers' Hall, Princes Street, London EC2R 8AD
The Notice of the AGM is set out in Part B of this document on pages 3 to 5.
The explanatory notes to the Resolutions set out in the Notice of the AGM are in Part C on pages 6 to 8 of this document. There will also be an opportunity for shareholders to ask questions at the meeting, appropriate to the business of the AGM.
An item of business for consideration at the meeting pertains to the Board's proposal to pay a final dividend of 8.5 pence per ordinary share to shareholders who are on the register at 23 April 2019.
Ordinary shareholders
Whether or not you propose to attend the AGM, you are requested to:
If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 11.30am on 15 April 2019.
The return of a completed Form of Proxy or CREST proxy instruction will not prevent you from attending the AGM and voting in person if you wish to do so.
You are unable to attend the meeting unless you hold shares registered in your own name.
SIP participants are therefore requested to:
If you are a SIP participant and you also own shares in your own right, then you will need to complete both the Form of Direction and the Form of Proxy and submit them both, either online or by post, in order for your total holding to be registered for voting.
Voting on each of the Resolutions to be put to the AGM will be by poll, rather than on a show of hands, so that all votes are included whether or not the shareholder is able to attend the meeting.
The results of the voting at the meeting and the number of proxy votes cast for and against, and the number of votes recorded as withheld, in respect of each of the Resolutions proposed at the meeting will be announced to the London Stock Exchange as soon as practicable following the meeting and will also appear on the Company's website www.drax.com.
The Company has included on the Form of Proxy, and the Form of Direction, a 'Vote withheld" option in order for shareholders to abstain from voting on any particular Resolution. However, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" the relevant Resolution.
The directors of the Company consider that the Resolutions to be put to shareholders at the AGM are in the best interests of the Company and its members as a whole.
Accordingly, the directors unanimously recommend that you vote in favour of all the proposed Resolutions as they intend to do so in respect of their own beneficial interests.
Yours sincerely
Philip Cox CBE Chairman 11 March 2019
Notice is hereby given that the Annual General Meeting (AGM) of Drax Group plc (the Company) will be held at 11.30am on Wednesday 17 April 2019 at Grocers' Hall, Princes Street, London EC2R 8AD.
To consider and, if thought fit, pass Resolutions 1 to 14 as ordinary resolutions.
To consider and, if thought fit, pass Resolutions 15 and 16 as ordinary resolutions and Resolutions 17 to 19 as special resolutions.
in each case during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the next AGM of the Company or, if earlier, on 30 June 2020.
The authorities conferred on the directors under paragraphs (a) and (b) above shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2020, whichever is the earlier, save that under each authority the Company may, before such expiry, make an offer or agreement 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 such expiry and the directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as ifthe relevant authority conferred hereby had not expired.
The powers conferred under paragraphs (a) and (b) above shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2020, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
e. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or might be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.
By order of the Board
Group Company Secretary Drax Group plc, Drax Power Station, Selby, North Yorkshire YO8 8PH
11 March 2019
The directors are required to present to the meeting the Annual report and accounts for the financial year ended 31 December 2018. This includes (i) the audited accounts; (ii) the directors' report; (iii) the strategic report; and (iv) the report of the auditor of the Company on the audited accounts and the auditable part of the directors' remuneration report. Resolution 1 seeks shareholder approval to receive and adopt the Company's Annual report and accounts. A separate resolution seeks approval by the shareholders of the Directors' Remuneration Report, which vote is advisory in nature.
Resolution 2 seeks shareholder approval for the annual statement to shareholders by the Chair of the Remuneration Committee and the annual report on remuneration which can be found on pages 75 to 100 of the Annual report and accounts. The annual report on remuneration gives details of the implementation of the Company's existing directors' remuneration policy in terms of the payments and share awards made to the directors in connection with their performance and that of the Company during the year ended 31 December 2018. This vote is advisory and will not affect the way in which the directors' remuneration policy has been implemented.
The Company's auditor during the year, Deloitte LLP, has audited those parts of the directors' remuneration report that are required to be audited and their report may be found on pages 106 to 113 of the Annual report and accounts.
Resolution 3 seeks shareholder approval to pay the final dividend of 8.5 pence per ordinary share, which is recommended by the directors for payment to those shareholders who are on the register of members of the Company at 4.30pm on 23 April 2019. If approved by shareholders at the AGM, the final dividend will be paid on 10 May 2019.
The Company's Articles of Association require that all directors retire at least every three years and that all newly-appointed directors, who took office since the last AGM of the Company, retire at the first AGM following their appointment. However, and in accordance with the recommendations of the UK Corporate Governance Code, the directors have resolved that they will all retire and that those wishing to serve again shall submit themselves for election or re-election by the shareholders. Biographies for each of the directors are set out in Part F of this Notice (and on pages 52 to 53 of the annual report and accounts).
With the exception of Vanessa Simms and Andy Skelton (who were appointed to the Board since the last AGM), and David Lindsell, a non-executive director who, as previously announced, is standing down from the Board on conclusion of the AGM, each of the directors detailed in the annual report being eligible offer themselves for re-election. Attention is drawn to the fact that as previously announced, each of Tim Cobbold and Tony Thorne will during 2019 have completed nine years' service as non-executive directors. Accordingly, each will be retiring from the Board during the year, Tony Thorne in June 2019 and Tim Cobbold in September 2019. Vanessa Sims joined the board on 19 June 2018 and Andy Skelton joined the board on 2 January 2019 and, being eligible, both offer themselves for election.
The Board has determined that, in its judgement, all of the non-executive directors being proposed for election or re-election meet the independence criteria prescribed in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
During the year, the Board completed an annual evaluation of its performance and that of its Committees and individual directors. Following that evaluation, the Chair is satisfied that the performance of each director standing for election or re-election continues to be effective and that each director continues to demonstrate commitment to the role. A separate assessment of the performance of the Chair was conducted led by the Senior Independent Director and which concluded that the performance ofthe Chair continues to be effective, notwithstanding his role as interim Executive Chair at Kier Group plc from January 2019, and the Chair continues to demonstrate commitment to the role and has the time required to devote to the performance of the function of Chair. More information about these matters can be found on page 65 of the Annual report and accounts.
The Company must appoint or re-appoint an auditor at every general meeting at which accounts are presented and it is normal practice for the Company's directors, acting through the Audit Committee, to be authorised to determine the auditor's remuneration. Deloitte LLP has advised its willingness to continue in office as auditor of the Company.
The Political Parties, Elections and Referendums Act 2000 (the "2000 Act") imposed restrictions on companies making donations to EU political organisations or incurring EU political expenditure without shareholders' consent. It is not the policy of the Company to make donations to political parties and the directors have no intention of changing that policy.
6 Drax Group plc Notice of Annual General Meeting 2019
However, it is possible that normal business activities and certain types of expenditure, which might not be thought to be political expenditure in the usual sense, could require shareholders' consent under the 2000 Act. For example, activities such as communicating with government and political parties at local, national and European level, expenditure on organisations concerned with policy review, law reform and representation of the business community and making provisions for employees to take time off work to campaign for and hold public office could fall within the wide definition of EU political expenditure.
Drax engages with a wide range of stakeholders in the conduct of our business, and we explain our stakeholders engagement on pages 32 to 33 of the 2018 annual report and accounts. As part of such discussions in explaining our business, and listening to the views and experiences of others, during 2018 Drax met with politicians and political parties. Drax sponsored an evening reception for the 1922 Committee, held at Westminster, hosted receptions at the party conferences of both the Labour and the Conservative parties and attended the Liberal Democrat and Scottish National Party Conferences. During 2018 Drax spent in the aggregate £38,600 on such activities. As we continue to grow, and our geographic footprint in the UK increases, Drax expects to extend its engagement with third parties as part of explaining what we do and better understanding the views of others, including political organisations. Drax does not support a political party and does not provide financial support to further the political aims of any particular group or party.
In view of the broad wording adopted in the 2000 Act, and the Board's wish to avoid any inadvertent infringement of it, it is seeking shareholders' consent for the Company, and any wholly owned subsidiary company, to incur total annual expenditure for such purposes of not more than £300,000 in the 12-month period ending on the anniversary of the conclusion of the AGM. This authority will not be used to make political donations as they are normally understood, including contributions towards any general political party expenses or in connection with general election campaigns.
It is the intention that the Company will seek to renew this authority, if appropriate, at each subsequent AGM.
The authority given to the directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under Section 551 CA2006. Upon the passing of Resolution 16 the directors will have authority (pursuant to paragraph (a) of the Resolution) to allot shares up to an aggregate nominal value of £15,707,211, which is approximately one-third of the issued ordinary share capital as at 11 March 2019 (being the latest practicable date before the publication of this Notice). This authority will expire immediately following the AGM in 2020 or on 30 June 2020, whichever is the earlier.
In addition, in accordance with the Investment Association Share Capital Management Guidelines (which set out the expectations of institutional investors in relation to, among other things, the authority of directors to allot shares), upon the passing of Resolution 16, the directors will have authority (pursuant to paragraph (b) of the Resolution) to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to a maximum nominal value of £31,414,422, as reduced by the nominal amount of any shares issued under paragraph (a) of Resolution 16.
This amount (before any reduction) represents approximately two-thirds of the Company's issued ordinary share capital as at 11 March 2019 (being the latest practicable date before the publication of this Notice). This authority will also expire immediately following the next AGM or on 30 June 2020, whichever is the earlier. As a result, if Resolution 16 is passed, the directors could allot shares representing up to two-thirds of its current issued share capital pursuant to a rights issue.
The directors will continue to seek to renew these authorities at each AGM, in accordance with current best practice from time to time. The directors have no current plans to exercise this authority except in connection with employee share plans.
As at 11 March 2019, being the latest practicable date before publication of this Notice, the Company held 13,841,295 equity securities in treasury.
If the directors wish to exercise the authority under Resolution 16 and offer shares (or sell any shares which the Company may purchase and elect to hold as treasury shares) for cash, the CA 2006 requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights, the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings.
Resolution 17 would authorise the directors to do this by allowing the directors to allot shares for cash (i) by way of a rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion (as nearly as may be) to their shareholdings (subject to certain exclusions) and (iii) otherwise than under (i) or (ii), up to an aggregate nominal value of £2,356,082 which is equivalent to approximately 5% of the issued ordinary share capital of the Company on 11 March 2019 (being the latest practicable date prior to the publication of this Notice). The Resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company.
Drax Group plc Notice of Annual General Meeting 2019 7
If approved by the shareholders, the authority contained in Resolution 17 will expire on the earlier of the conclusion of the next AGM or on 30 June 2020, whichever is the earlier. The directors intend to renew such power at successive AGMs in accordance with current best practice.
The directors have no current plans to exercise this authority except in connection with employee share plans (but they consider its approval to be appropriate in order to preserve maximum flexibility for the future).
In addition, and in line with best practice, the Company has not issued more than 7.5% of its issued share capital on a non-pre-emptive basis over the last three years. In accordance with the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities, the directors do not intend to issue more than 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) for cash on a non-preemptive basis in any rolling three-year period without prior consultation with shareholders.
As at 11 March 2019, being the latest practicable date before the publication of this Notice, the Company held 13,841,295 equity securities in treasury.
Resolution 18 is to authorise the Company to buy back up to 40,791,946 ordinary shares. The authority would expire at the conclusion of the 2020 AGM or, if earlier, on 30 June 2020. The authority given by shareholders at the 2018 AGM was used by the Company to purchase 13,841,295 ordinary shares under the Company's £50 million share buy-back programme, which took place between 20 April 2018 and 21 January 2019. The directors intend to seek renewal of this power at subsequent AGMs in accordance with current best practice.
Resolution 18 specifies the maximum number of ordinary shares which may be purchased (representing 10% of the Company's issued ordinary share capital as at 11 March 2019) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the CA 2006 and the Listing Rules.
The directors have no present intention of exercising this authority other than with a view for use in relation to the Company's share plans or where it is required to conduct buy backs to return value to shareholders. The granting of this authority should not be taken to imply that any ordinary shares will be purchased, other than in relation to the above. Except in relation to the above, no purchase of ordinary shares will be made unless it is expected that the effect will be to increase earnings per share and the directors consider it to be in the best interests of shareholders.
Under the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 16 above) and provides the Company with additional flexibility in the management of its capital base.
Such shares may be re-sold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the directors exercise the authority conferred by Resolution 18, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
The total number of options to subscribe for, and awards over, shares, outstanding at 11 March 2019, being the last practicable date before the publication of this Notice was 7,434,014. This represents approximately 1.82% of the issued share capital at that date. If the Company was to buy back the maximum number of ordinary shares permitted pursuant to this Resolution then the total number of options to subscribe for ordinary shares, outstanding at 11 March 2019, would represent approximately 2.02% ofthe reduced share capital.
Resolution 19 is a resolution to allow the Company to hold general meetings (other than AGMs) on 14 clear days' notice. The Shareholders' Rights Regulations state that the notice period required for general meetings of the Company is 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.
In order to preserve the Company's ability to call general meetings (other than an AGM) on 14 clear days' notice, Resolution 19 seeks such 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 CA 2006 requires 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. The Company provides this facility (see paragraph 11 of Part D on page 10 of this document for the Company's arrangements for electronic proxy appointments).
8 Drax Group plc Notice of Annual General Meeting 2019
If a member wishes to appoint more than one proxy and so requires additional proxy forms, the member should contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by using their telephone helpline service on 0371 384 2030 from within the UK or +44 121 415 7047 from outside the UK. Lines are open from 8.30am to 5.30pm, Monday to Friday – excluding public holidays in England and Wales.
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 (Equiniti Limited CREST participant ID RA19) by the latest time(s) for receipt of proxy appointments specified in note 5 above. 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. 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 providers should note that Euroclear UK & Ireland Limited 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 or her 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 www.euroclear.com.
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 (as amended).
The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by the Company's Registrars not less than 48 hours, excluding non-business days, before the time for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Please note that any electronic communication sent to the Company or to the Company's Registrars that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by the Company's Registrars' conditions of use set out on the Sharevote website, www.sharevote.co.uk, and may be read by logging on to that site. If you want to appoint more than one proxy electronically please contact the Company's Registrars on 0371 384 2030 from within the UK or +44 121 415 7047 from outside the UK. Lines are open from 8.30am to 5.30pm, Monday to Friday – excluding public holidays in England and Wales.
The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 CA 2006. Where the Company is required to place a statement on a website under Section 527 CA 2006, 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 meeting includes any statement that the Company has been required under Section 527 CA 2006 to publish on a website.
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. However, members should note that no answer need be given in the following circumstances:
if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential information;
The telephone helpline service will be available between 8.30am and 5.30pm Monday to Friday – excluding public holidays in England and Wales.
The telephone helpline service will not be able to provide legal, financial or personal taxation advice. Calls may be recorded and randomly monitored for security and training purposes.
The following definitions apply throughout this document and in the accompanying Form of Proxy (or in the case of SIP participants, the Form of Direction), unless the context requires otherwise:
| "Annual General Meeting" or "AGM" or "meeting" | the Annual General Meeting of the Company to be held at 11.30am on 17 April 2019 (and any adjournment thereof) |
|---|---|
| "Articles of Association" | the current Articles of Association of the Company as at the date of this Notice |
| "Board" or "directors" | the directors of Drax Group plc |
| "CA 2006" | Companies Act 2006 |
| "Company" "Drax Group" or "Drax" | Drax Group plc |
| "Company's Registrars" | Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA |
| "CREST" | the relevant systems (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations) |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| "Form of Direction" | the form enclosed with this document specifically for SIP participants, who may then use it to instruct the Trustee how to vote on resolutions to be put to the AGM |
| "Form of Proxy" | the proxy form enclosed with this document for use by shareholders to vote on resolutions to be put to the AGM |
| "London Stock Exchange" | London Stock Exchange plc |
| "Official List" | the official list of the UK Listing Authority |
| "ordinary shares" | ordinary shares with nominal value of 11 16/29 pence each in the capital of the Company |
| "Register" | the register of members of the Company |
| "Resolutions" | the resolutions set out in the notice convening the AGM |
| "shareholders" | holders of ordinary shares |
| "SIP" | the Drax Group Approved Share Incentive Plan |
| "Trustee" | Equiniti Share Plan Trustees Limited as trustee of the SIP |
| "UK Listing Authority" | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 |
| "UK" | the United Kingdom of Great Britain and Northern Ireland |
Drax Group plc Notice of Annual General Meeting 2019 13
Will joined Drax in 2015 as CFO and was appointed as CEO in January 2018. He has a wealth of experience in finance and technology, having held CFO and divisional Finance Director roles at a number of major companies. Will has been a key architect of our flexible, low-carbon, customer-focused strategy, and is responsible for all aspects of the stewardship of Drax Group, including developing an appropriate business strategy for Board approval and securing its timely and effective implementation. He provides leadership to the executive team and takes responsibility for important external relationships and stakeholder management. Will is also a non-executive director of Qardio plc.
Appointment to the Board: November 2015.
Andy joined Drax as CFO in January 2019. He was previously CFO at Fidessa Group plc and has held a number of senior finance positions at CSR plc, Ericsson and Marconi, including two years as CFO of Ericsson Nikola Tesla. His strong finance and commercial skills, alongside substantial experience in the technology sector, will be a valuable addition to the Board. Andy is responsible for the Financial Control and Planning, Corporate Finance, Investor Relations, Group Risk and Internal Audit functions.
Appointment to the Board: January 2019.
Andy joined Drax in 2005 and has held a number of senior roles at Drax including Director of Strategy, Head of Investor Relations, Group Treasurer and Head of Risk. He has also held several senior treasury and investment banking roles with various major institutions. Andy is responsible for the safety, sustainability, operational excellence and expertise within Drax Power. Andy is also a board member of the Northern Powerhouse Partnership.
Appointment to the Board: January 2016.
Philip has extensive experience in both executive and non-executive roles, and in the energy sector. He is interim Executive Chair of Kier Group plc and was previously CEO and formerly CFO of International Power plc. Prior to this he held a senior operational position at Invensys plc and was CFO at Siebe plc. As a non-executive he was previously the Senior Independent Director at Wm Morrison Supermarkets plc, Chairman of Global Power Generation and a member of the boards of Talen Energy Corporation, PPL, Meggitt plc and Wincanton plc. His responsibilities at Drax include Board composition and succession, Board governance and stakeholder engagement.
Appointment to the Board: January 2015. Appointment as Chair: April 2015.
Tim has substantial experience in finance, engineering and executive leadership in different sectors, which means that he is well placed to contribute significantly to the Board and its committees. He is currently a non-executive director of Rotork plc. Tim was previously CEO of UBM plc, CEO of De La Rue plc, CEO of Chloride Group plc and, following Emerson Electric's takeover of Chloride, held a senior position in Emerson. Prior to that he held a number of senior positions in Smith Group plc. Tim will retire from the Board in September 2019.
Appointment to the Board: September 2010.
Nicola brings valuable technology expertise as well as having extensive sales and IT experience. She is currently Vice-President, Global Sales and Marketing, Field Transformation at Microsoft, and was General Manager FS, PS, Manufacturing, Sales and Marketing Director at Siemens. Nicola was formerly a non-executive director at Ofgem, a Board member at the UK Council for Child Internet Safety and at the Child Exploitation and Online Protection group. Nicola will succeed Tony Thorne as the Remuneration Committee Chair in April 2019.
Independent non-executive director David brings a wealth of experience in international development and environmental, community and charitable matters. David is CEO of The Elders, a group of independent global leaders working to promote peace and human rights, and Deputy Chair of the International Integrated Reporting Council. He was previously CEO of World Wide Fund for Nature UK, CEO of Transparency International, Finance Director and Deputy CEO of Oxfam and Finance Director of Field Group plc. In a non-executive capacity, David was Vice-Chair of Shared Interest Society, Chairman of Traidcraft plc and a nonexecutive director of Low Carbon Accelerator Limited. David will take on the role of Senior independent nonexecutive director in April 2019.
Appointment to the Board: August 2017.
Independent non-executive director Vanessa has extensive experience in senior finance roles across different industries, including real estate, telecommunications and medical devices. She is currently CFO of Grainger plc and has worked in finance for 20 years, holding a number of senior positions within Unite Group plc, including deputy chief financial officer. Prior to that Vanessa was UK finance director at SEGRO plc. Vanessa's current and relevant financial experience will be invaluable to the Board as she transitions to take over as Chair of the Audit Committee in April 2019.
Appointment to the Board: June 2018.
Tony's broad experience of operating in leadership roles in different geographies is of great value to the Board as the Group's operations develop. During his executive career, Tony was CEO of DS Smith plc and President of SCA Packaging Limited. He worked throughout the world in senior management roles for Shell International. He was the non-executive Chairman of South East Coast Ambulance Service. Tony will retire from the Board in June 2019.
Appointment to the Board: June 2010.
Appointment to the Board: January 2018.
14 Drax Group plc Notice of Annual General Meeting 2019
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