AGM Information • May 3, 2024
AGM Information
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If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or another appropriately authorised independent adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your shares in Hostmore plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Registered in England and Wales, with company number 13334853)
Highdown House Yeoman Way Worthing West Sussex BN99 3HH
Stephen Welker (Chair) Julie McEwan (Chief Executive Officer) Matthew Bibby (Chief Financial Officer) David Lis (Senior Independent Non-Executive Director) Andrew Blurton (Independent Non-Executive Director) Helena Feltham (Independent Non-Executive Director) Célia Pronto (Independent Non-Executive Director)
2 May 2024
Dear Shareholder
On behalf of the directors of Hostmore plc (together the "Directors"), it gives me great pleasure to write to you with details of the third Annual General Meeting ("AGM") of Hostmore plc (the "Company") which will be held in-person at the offices of Herbert Smith Freehills LLP, Exchange House, 12 Primrose Street, London, EC2A 2EG on Monday, 3 June 2024 at 10.30 a.m.
The formal Notice of the AGM (the "Notice") is set out on pages 4 to 6 of this document, detailing the proposed resolutions that the shareholders are being asked to vote on along with explanatory notes on those resolutions. A number of specific matters to which to draw your attention have also been highlighted below. A copy of the Annual Report and Financial Statements for the 52-week period ended 31 December 2023 (the "Annual Report and Financial Statements") can be found on the Company's website at www.hostmoregroup.com. If you requested a printed copy of the Annual Report and Financial Statements, it is enclosed with this document.
This year, to address the challenges being handled by the Company, we are inviting you to approve an amended remuneration policy for Directors, which will:
The proposed policy, which has been drafted by the Remuneration Committee, is set out on pages 81 to 93 of our Annual Report and Financial Statements. The policy is subject to a binding shareholder vote. If it is approved, the Company will not be able make any remuneration or loss of office payments unless such payments are consistent with the approved policy. It is proposed that the policy will take effect from the date of the AGM and will, if left unchanged, apply for three years. The vote on the Directors' Remuneration Policy is in addition to the advisory vote on the Directors' Remuneration Report.
Julie McEwan, Helena Feltham, Célia Pronto and Matthew Bibby were all appointed to the Board since the last annual general meeting, and all Directors intend to retire from office at this third AGM. As permitted by the Company's Articles of Association, Julie, Helena, Célia and Matthew have submitted themselves for election by the Company's shareholders for the first time, while the remaining Directors, have submitted themselves for re-election by the Company's shareholders. Andrew Blurton's and David Lis' initial three-year term as Non-Executive Directors would expire in August 2024 and both Directors have confirmed their willingness to continue for a further three-year term, subject to their re-election.
Further information on the election of Julie, Helena, Célia and Matthew as Directors and the reelection of all of our other Directors can be found in the Directors' biographies in the Appendix on pages 15 to 17 of this document. The Board considers each Director standing for election to be fully effective and committed to their role and recommends them all for election / re-election by shareholders.
Last year, 30% of the votes cast on this resolution were against the resolution, however, the Company have engaged with the largest shareholders who voted against the resolution to advise that it is customary for listed UK companies, including the Company, to seek approval of the Political Donations Resolution as a precautionary measure to avoid any inadvertent breaches of UK company law given the breadth of the applicable provisions. The Company also noted that the Company has not made political donations nor incurred political expenditure since its listing in November 2021, and has no intention of doing so.
If you are unable to attend the AGM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.
Irrespective of whether or not you propose to attend the AGM, we would encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend on the day for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the resolutions set out in the Notice. Appointing a proxy will not prevent you from attending and voting in person if you wish to do so.
Instructions on how to appoint a proxy can be found in the notes to the Notice set out on pages 12 to 14. Please complete and submit a proxy appointment in accordance with those notes. To be valid, your proxy appointment must be received at the address indicated by no later than 10.30 a.m. on Thursday, 30 May 2024.
The Board recognises the importance of the AGM to shareholders and is keen to ensure you are able to exercise your rights to engage and participate in the meeting. Shareholders or their appointed proxies who attend the AGM on the day will be able to ask questions on the business of the meeting. All shareholders (irrespective of whether or not they propose to attend the AGM) are also invited to ask their questions on the business of the meeting in advance by sending an email to [email protected]. Shareholders wishing to receive a response to a question in advance of the proxy voting deadline for the AGM should submit their questions by email by no later than 10.30 a.m. on Tuesday, 28 May 2024.
The Directors believe that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions at the AGM. The Directors who own shares in the Company intend to vote in favour of all of the resolutions (other than in respect of those resolutions in which they are personally interested).
I thank you for your continued support.
Yours faithfully
Stephen Welker Chair of the Board Hostmore plc
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the "AGM") of Hostmore plc (the "Company") will be held at the offices of Herbert Smith Freehills LLP, Exchange House, 12 Primrose Street, London, EC2A 2EG on Monday, 3 June 2024 at 10.30 a.m. to consider and, if thought appropriate, pass the resolutions set out below. Resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 to 18 will be proposed as special resolutions.
up to an aggregate total amount of £50,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Directors may decide is appropriate. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".
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 to expire (unless previously revoked, varied or renewed) at the close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2025, but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares in the Company to be allotted or rights to subscribe for or to convert any security into shares in the Company to be granted, after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority conferred hereby had not expired. All authorities vested in the Directors on the date of the Notice of this meeting to allot shares or to grant rights that remain unexercised at the commencement of this meeting are revoked.
Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 14, but so that prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.
such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 14, but so that prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.
the authority hereby conferred shall expire at the close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2025 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry of authority) unless such authority is previously renewed, varied or revoked by the Company in general meeting.
By order of the Board
Company Secretary
2 May 2024
Registered in England and Wales, with company number 13334853
Registered office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH
All proposed resolutions in this Notice will be voted on by way of a poll. Resolutions 1 to 14 are proposed as ordinary resolutions. An ordinary resolution will be passed on a poll if it is passed by shareholders representing a simple majority of the total voting rights of shareholders who vote. Resolutions 15 to 18 are proposed as special resolutions. A special resolution will be passed on a poll if it is passed by shareholders representing a majority of at least three-quarters of the total voting rights of shareholders who vote.
The Companies Act 2006 (the "Act") requires the directors of a public company to lay before the company in general meeting copies of the directors' reports, the independent auditors' report and the audited financial statements of the company in respect of each financial year. In accordance with best practice, the Company proposes an ordinary resolution to receive its audited financial statements and reports for the 52-week period ended 31 December 2023 (the "Annual Report and Financial Statements").
In accordance with the Act, shareholders are invited to approve the Directors' Remuneration Report as set out on pages 81 to 93 of the Annual Report and Financial Statements. For the purposes of this resolution, the Directors' Remuneration Report does not include the Directors' Remuneration Policy which is set out on pages 94 to 105 of the Annual Report and Financial Statements and which is the subject of a separate shareholder resolution (Resolution 3). The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 121 to 128 of the Annual Report and Financial Statements. This resolution is subject to an "advisory vote" by shareholders and is therefore not binding on the Company. In the event that the resolution is not passed, payments made or promised to Directors will not have to be repaid, reduced or withheld.
The Remuneration Committee has submitted a Directors' Remuneration Policy for shareholder approval at the AGM. Accordingly, shareholders are invited to approve the new Policy by voting on resolution 3. The proposed Policy is contained in the Directors' Remuneration Report and can be found on pages 81 to 93 of the Annual Report and Financial Statements. It sets out the Company's forward-looking policy on Directors' remuneration and is subject to a binding shareholder vote. If resolution 3 is passed, the Directors' Remuneration Policy will take effect from the date of the AGM (the "Effective Date") and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or an amendment to that Policy authorising the Company to make such a payment has been approved by a shareholders' resolution. The Directors are required to seek shareholder approval of their remuneration policy at least every three years, except in the event that a change to the policy is proposed or the advisory vote on the Directors' remuneration report is not passed in any year subsequent to the approval of the policy. It is, therefore, intended that the Policy will apply for three years.
Resolution 4 proposes Julie McEwan's election by the Company's shareholders. As Julie was appointed to the Board on 7 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Julie has submitted herself for election by the Company's shareholders for the first time.
Resolution 5 proposes Helena Feltham's election by the Company's shareholders. As Helena was appointed to the Board on 7 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Helena has submitted herself for election by the Company's shareholders for the first time.
Resolution 6 proposes Célia Pronto's election by the Company's shareholders. As Célia was appointed to the Board on 20 June 2023, she intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Célia has submitted herself for election by the Company's shareholders for the first time.
Resolution 7 proposes Matthew Bibby's election by the Company's shareholders. As Matthew was appointed to the Board on 6 December 2023, he intends to retire from office at the AGM. As permitted by the Company's Articles of Association, Matthew has submitted himself for election by the Company's shareholders for the first time.
Resolutions 8 – 10 (inclusive) propose the re-election of the remaining Directors by the Company's shareholders. As permitted by the Company's Articles of Association, all Directors have submitted themselves for re-election by the Company's shareholders. Andrew Blurton's and David Lis' initial three-year term as Non-Executive Directors would expire in August 2024, and both directors have confirmed their willingness to continue for a further three-year term, subject to their re-election. The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for election or re-election this year, the Board has taken into consideration the recommendations of the Code. Accordingly, the Board considers Andrew Blurton, David Lis, Helena Feltham and Célia Pronto to be independent in accordance with the Code. Stephen Welker is not deemed to be independent as he was previously a Non-Executive Director of Electra Private Equity PLC (now known as Unbound Group PLC) and was a Director of Mondays (Topco) Limited, the then-holding company of the TGI Fridays trading business. He is currently a significant shareholder in the Company. Despite this, the Board believes that Stephen's role as Chair is in the best interests of both the Company and its shareholders. Stephen has brought specialist strategic insight and leadership to the business. This, combined with his financial, commercial and investor relations expertise, has been invaluable and the Board has re-set the Group's operations during 2023 and as a result strengthened the business.
Biographical details of each of the Directors who are seeking election or re-election are provided in the Appendix to the Notice on pages 15 to 17 to enable the Company's shareholders to take an informed decision on their election. The Board believes that each Director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrated commitment to their role.
All Directors are recommended by the Board for election / re-election. It is the Board's intention that each year all Directors will retire from office in line with the recommendations of the Code. Retiring Directors will be eligible for re-election by shareholders.
The auditors of a company must be appointed or re-appointed at each general meeting at which the annual report and financial statements are laid. Resolution 11 proposes, on the recommendation of the Audit and Risk Committee of the Company, the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next general meeting of the Company at which the annual report and financial statements are laid. The Audit and Risk Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting its choice of auditors.
Resolution 12 seeks shareholder consent for the Audit and Risk Committee to set the auditors' remuneration.
Subject to limited exceptions, the Act imposes restrictions on companies making political donations to any political party or other political organisation or to any independent election candidate or incurring political expenditure unless they have been authorised to do so at a general meeting. It is the Company's policy that it does not make political donations nor incur political expenditure. Nevertheless, the Act includes broad and ambiguous definitions of the terms "political donation" and "political expenditure" which may apply to some normal business activities which would not generally be considered to be political in nature.
The Board currently has shareholder approval to make donations to political parties, political organisations and independent election candidates and to incur political expenditure up to an aggregate total amount of £50,000. This approval is due to expire at the AGM, and the Board considers that it would be prudent to renew it. The Board notes that last year, 30% of the votes cast on this resolution were against the resolution, however, the Company have engaged with the largest shareholders who voted against the resolution to advise that it is customary for listed UK companies, including the Company, to seek approval of the Political Donations Resolution as a precautionary measure to avoid any inadvertent breaches of UK company law given the breadth of the applicable provisions. The Company also noted that the Company has not made political donations nor incurred political expenditure since its listing in November 2021, and has no intention of doing so.
Under the Act, the directors of a company may only allot new shares (or grant rights over shares) if authorised to do so by the shareholders in a general meeting.
The purpose of resolution 14 is to renew the Directors' current authority to allot shares which is due to expire at the AGM. The authority in paragraph 14(A) will allow the Directors to allot new shares in the Company and grant rights to subscribe for, or convert other securities into, shares in the Company in any circumstances up to an aggregate nominal amount of £8,408,485. Such amount represents approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 22 April 2024, being the latest practicable date prior to publication of this document.
In line with The Investment Association's February 2023 Share Capital Management Guidelines, the authority in paragraph 14(B) will allow the Directors to allot new shares in the Company and grant rights to subscribe for, or convert other securities into, shares in the Company in connection with a rights issue, open offer or other pre-emptive offer only up to an aggregate nominal amount of £16,816,970. Such amount represents approximately two thirds (66.7%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 22 April 2024. For the avoidance of doubt, the authority sought pursuant to this resolution will give the Directors the ability to allot shares and grant rights up to a maximum aggregate nominal amount of £16,816,970.
As at 22 April 2024, being the latest practicable date prior to the publication of this document, the Company did not hold any shares in treasury within the meaning of the Act.
There are no present plans to allot new shares in the Company other than in connection with employee share incentive plans. Nevertheless, the Directors consider it desirable to have the maximum flexibility within the limits prescribed by The Investment Association to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
If the resolution is passed, the authority will expire at the close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2025.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, in the Company for cash (other than in connection with an employee share scheme), company law requires that such shares are offered first to the Company's shareholders in proportion to their existing holdings. The Directors currently have the power to allot shares and other equity securities, and/or sell treasury shares, for cash free from such statutory pre-emption rights in certain limited circumstances prescribed by the Statement of Principles on the disapplication of pre-emption rights issued by the Pre-Emption Group. This power is due to expire at the AGM and the Directors wish to renew it for a further period up until the AGM to be held in 2024.
Resolutions 15 and 16 reflect the latest version of the Statement of Principles on the disapplication of pre-emption rights published by the Pre-Emption Group in November 2022. Those Principles provide that a company may seek power to issue, on a non-pre-emptive basis, shares for cash in any one year representing: (i) no more than 10% of the company's issued ordinary share capital for use in any circumstances ; and (ii) no more than an additional 10% of the company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment.
The latest version of the Principles also provide that, in both cases, a company may seek a further power to issue, on a non-pre-emptive basis, shares for cash representing no more than 2% of the company's issued ordinary share capital for the purposes of making a "follow-on" offer (being an offer of a kind contemplated by the Statement of Principles to certain retail investors and existing shareholders).
Resolution 15 is proposed as a special resolution. If it is passed, it will permit the Directors to allot new shares or other equity securities in the Company, and/or to sell treasury shares in the Company, for cash free from statutory pre-emption rights:
Resolution 16 is proposed as a separate special resolution in line with best practice. If it is passed, it will afford the Directors an additional power to allot new shares and other equity securities in the Company, and/or to sell treasury shares, for cash free from statutory pre-emption rights:
Whilst the Board has no present intention of exercising these powers, it considers that it is in the best interests of shareholders to have the flexibility, in these limited circumstances, to allot shares and/ or to sell treasury shares for cash without the need to comply with the strict requirements of the statutory pre-emption provisions. The Board confirms that, in exercising these powers, it will follow the shareholder protections in Part 2B of the Statement of Principles, and the expected features of a "follow-on" offer as set out in paragraph 3 of Part 2B of that Statement.
For the purposes of this explanatory note, the reference to the Company's issued ordinary share capital is to the issued ordinary share capital as at 22 April 2024 (being the latest practicable date prior to publication of this document). As at that date, the Company did not hold any shares in treasury.
The effect of resolution 17, which is a special resolution, is to renew the authority granted to the Company to purchase its own ordinary shares up until 30 June 2025 or, if earlier, the Annual General Meeting in 2025, subject to specific conditions relating to price and volume. The maximum number of ordinary shares which may be purchased under this authority is 12,612,727. This represents approximately 10% of the ordinary shares in issue (excluding shares held in treasury) as at 22 April 2024, being the latest practicable date prior to the publication of this document. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, the upper limit being the price stipulated in the UK version of Commission Delegated Regulation (EU) 2016/1052 as referred to in Article 5(6) of the UK Market Abuse Regulation, and the UK Listing Rules.
As permitted by the Act, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).
The Directors consider it desirable and in the Company's interests for shareholders to grant this authority which is within the limits set out in The Investment Association's Share Capital Management Guidelines. The Directors have no present intention to repurchase shares, and would only do so if and when conditions are favourable with a view to enhancing earnings per share and when to so would be in the best interests of shareholders generally.
Any purchases would be made through the London Stock Exchange and purchased shares would be re-sold for cash, either immediately or at a point in the future, used for the purposes of the Company's employee share schemes or cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time.
As at 22 April 2024, there were options or rights outstanding to subscribe for 2,914,373 new ordinary shares in the Company. This represents 2.31% of the Company's issued ordinary share capital at that date and would represent 2.57% of the Company's issued ordinary share capital if the authority had been exercised in full at that date.
Under the Act, the notice period required for all general meetings of the Company is 21 clear days, though shareholders can approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice. The shorter notice period for which shareholder approval is sought under resolution 18 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 the event that a general meeting is called on less than 21 clear days' notice, the Company will meet the requirements to offer a facility for shareholders to vote by electronic means as required by the Act. Shareholder approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
Voting online is quicker, more environmentally sustainable, and more secure than paper voting. Appointing a proxy will not prevent a shareholder from attending and voting in person at the AGM should he or she wish to do so.
Any power of attorney or other written authority under which a proxy appointment is signed or authenticated (or a notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Board) must, if required by the Company or by any person acting on its behalf, be received at the relevant address specified in these notes for receipt of such proxy appointment and by the latest time indicated for receipt of such proxy appointment.
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. No other methods of communication will be accepted.
(Chair of the Board)
Date joined Hostmore plc Board: 15 August 2022
Stephen was appointed a Non-Executive Director in August 2022 and as Chair in June 2023. He is currently a Partner in Sherborne Investors Management LP and leads the firm's research function as the Director of Research. Stephen was previously a Non‑Executive Director of Electra Private Equity PLC from July 2019 to November 2021 and was a Director of Mondays (Topco) Limited, the then‑holding company of the TGI Fridays trading business, from June 2017 to November 2021. He was an advisor to F&C Asset Management plc from 2011 to 2013. Prior to joining Sherborne Investors, Stephen worked at Morgan Stanley on both real estate investment banking and principal investment transactions.
At Hostmore, Stephen is also Chair of the Nominations Committee and Chair of the Disclosure Committee.
• Partner in Sherborne Investors Management LP
(Chief Executive Officer)
Date joined Hostmore plc Board: 7 June 20231
Julie was appointed as Chief Executive Officer in May 2023. Prior to this appointment Julie held the role of interim Chief Executive Officer from January 2023 having joined TGI Fridays as Chief Operating Officer in March 2022. Julie has held several senior roles within the hospitality industry, starting her career at Whitbread as Operations Manager for Premier Inn. Her previous roles have also included leading the Flaming Grill brand. Julie's last role prior to joining the Hostmore group was at The Big Table Group, where she was Brand Director of Las Iguanas, the Latin American brand for over 5 years. Julie was also voted one of the top 100 Women to Watch and Advocates for Change in Hospitality 2020.
At Hostmore, Julie is also a member of the Disclosure Committee.
External appointments:
None.
(Chief Financial Officer)
Date joined Hostmore plc Board: 6 December 20232
Matthew was appointed Chief Financial Officer in December 2023. Prior to being appointed as the Chief Financial Officer, Matthew held the role of interim Chief Financial Officer from September 2023. Matthew joined Thursdays (UK) Limited (trading as TGI Fridays) in 2019 as Head of Finance and in 2022 became the Group's Finance Director. Prior to this, he spent the majority of his career at Whitbread Plc the FTSE 100 business, where he was for fourteen years in a variety of Finance roles.
At Hostmore, Matthew is also a member of the Disclosure Committee.
None.
1 Julie McEwan was appointed as the interim CEO of Hostmore plc on 9 January 2023. On 2 May 2023, Julie was appointed as
the permanent CEO of Hostmore plc and, on 7 June 2023, Julie was appointed as a Director of Hostmore plc. 2 Matthew Bibby was appointed as the interim CFO of Hostmore plc on 7 September 2023. On 6 December 2023, Matthew was appointed as the permanent CFO of Hostmore plc and as a Director of Hostmore plc.
(Senior Independent Director)
Date joined Hostmore plc Board: 18 August 2021
David was appointed Senior Independent Director of the Company in 2021. David was the Senior Independent Director of Electra Private Equity PLC from 2018 to 2021, after joining the company as a Director in May 2016. David is the Chair of Windar Photonics plc, the Chair of Wild Life Group Limited, the Senior Non-Executive Director of Melrose Industries plc and a Non-Executive Director of Dowgate Capital Limited, and has previously held non-executive director positions at BCA Marketplace plc and the Multifamily Housing REIT plc. David has held several senior executive roles at Aviva Investors, including Chief Investment Officer of Equities and Multi Assets. Prior to Aviva, David spent a few years as Head of Investor Relations at Ludgate Communications. Earlier in his career, he co-founded Windsor Investment Management, and spent a number of years as a fund manager at both Morgan Grenfell and J Rothschild Investment Management.
At Hostmore, David is also a member of the Audit and Risk Committee, a member of the Nominations Committee and a member of the Remuneration Committee.
Date joined Hostmore plc Board: 17 August 2021
Andrew was appointed an independent Non-Executive Director of the Company in 2021. Andrew is currently the Finance Director of Advanced Living Limited. Andrew also holds positions as Chair of the Governing Body of Longacre School in Surrey, as well as the Chair of the Liberty Retail Defined Benefit Pension Scheme. Previously, Andrew was the Finance Director of MWB Group Holdings Plc, the Chief Financial Officer of Landmark Limited and the Chair of Manroy Plc. Andrew has been a Fellow of the Institute of Chartered Accountants in England & Wales for over 40 years, having qualified as a Chartered Accountant in 1975.
At Hostmore, Andrew is also Chair of the Audit and Risk Committee, a member of the Nominations Committee, a member of the Remuneration Committee and a member of the Disclosure Committee.
External appointments:
Date joined Hostmore plc Board: 7 June 2023
Helena was appointed an Independent Non-Executive Director in 2023. She has over 30 years' experience in consumer facing and people leadership roles. Prior to her appointment she recently served as the interim Non-Executive Chair of Ted Baker Plc, where she had also been Senior Independent Director and Chair of the Nominations Committee. She has also served as a Non-Executive Director of the IT managed services provider, Redcentric plc, where she Chaired the Remuneration Committee. Helena has previously held non-executive roles in the NHS and at the Retail Trust and has served as an independent adviser to the Assembly of Wales. She held executive roles as a Director at B&Q plc and as the People Director at Woolworths South Africa and Marks and Spencer.
At Hostmore, Helena is also Chair of the Remuneration Committee, a member of the Nominations Committee and a member of the Audit and Risk Committee. She is also the Non-Executive Director that is responsible for team member engagement in the Group.
• Director of Dogwoof Ltd
Date joined Hostmore plc Board: 20 June 2023
Célia was appointed an Independent Non-Executive Director in 2023. She has over 25 years' experience in blue chip listed companies, private equity and venture capital backed start-ups and family-owned businesses. She has worked in subscription model businesses, as well as the food manufacturing, restaurants, logistics, travel, hospitality, leisure, fast moving consumer goods, ecommerce, automotive retail and utility sectors. In addition, she has specific expertise in developing digital transformation, innovation and growth strategies in consumer and multi-channel businesses. She is currently a Director of South East Water Limited, Samworth Brothers (Holdings) Limited, Campden BRI, Impact Ventures Group Limited and The Digital Success Co Ltd (trading as the Digital Advisor). She is also a Director of Everest UK Bidco Limited (a Jersey registered company). Célia has previously held roles as the Managing Director of Love Home Swap, as the Chief Customer and Digital Officer of Casual Dining Group, and as the Group Marketing and E-Commerce Director and Board member of the Ford Retail Group.
At Hostmore, Célia is also a member of the Audit and Risk Committee, a member of the Nominations Committee and a member of the Remuneration Committee.
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