Pre-Annual General Meeting Information • Jun 13, 2022
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other professional advisor duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in the Company, please send this document, and the accompanying form of proxy, to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the Annual General Meeting or Meeting) of QinetiQ Group plc (the Company) will be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on Thursday, 21 July 2022 at 11.00am, or at any adjournment thereof, to consider and, if thought fit, to pass the following 20 resolutions. Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and will be passed if more than 50% of the total votes cast are in favour of each such resolution. Resolutions 17 to 20 (inclusive) will be proposed as special resolutions and will be passed if not less than 75% of the total votes cast are in favour of each such resolution. Voting on all resolutions will be conducted by way of poll rather than a show of hands.
Your Board believes that all of the resolutions are in the best interests of the Company and its shareholders as a whole, and it unanimously recommends you to vote in favour of all of these resolutions, as the Directors intend to do, in respect of all of their own beneficial holdings.
To receive the accounts and the reports of the Directors and the auditor thereon for the financial year ended 31 March 2022.
To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy as it is not due for renewal this year) for the financial year ended 31 March 2022 as set out on pages 117 to 118 and pages 123 to 127 of the Annual Report and Accounts 2022.
To declare a final dividend for the year ended 31 March 2022 of 5.0 pence per ordinary share in the capital of the Company.
To elect Carol Borg as a Director of the Company.
To re-elect Lynn Brubaker as a Director of the Company.
To re-elect Michael Harper as a Director of the Company.
To re-elect Shonaid Jemmett-Page as a Director of the Company.
To re-elect Neil Johnson as a Director of the Company.
To re-elect General Sir Gordon Messenger as a Director of the Company.
To elect Lawrence Prior III as a Director of the Company.
To re-elect Susan Searle as a Director of the Company.
To re-elect Steve Wadey as a Director of the Company.
To re-appoint PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the Annual General Meeting to be held in 2023.
To authorise the Audit Committee of the Board to determine the remuneration of the auditor.
THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the '2006 Act'), during the period beginning with the date of the passing of this Resolution 15 and ending at the conclusion of the Annual General Meeting to be held in 2023, the Company and all companies which are subsidiaries of the Company at any time during that period be and are hereby generally and unconditionally authorised:
For the purposes of this Resolution 15, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given to them by sections 363 to 365 of the 2006 Act.
THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the 2006 Act to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or convert, any security into shares in the Company ('Rights'):
a) up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the 2006 Act) of £1,928,997 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
b) comprising equity securities (as defined in section 560 of the 2006 Act) up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the 2006 Act) of £3,857,994 (such amount to be reduced by any allotments or grants made under (a) above), provided that they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems arising under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter, provided that these authorisations shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 23 October 2023, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares or grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
THAT, subject to the passing of Resolution 16, the Directors be and are hereby empowered pursuant to sections 570(1) and 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 16 above and sell ordinary shares (as defined in section 560(1) of the 2006 Act) held by the Company as treasury shares for cash, as if section 561(1) of that Act did not apply to any such allotment or sale provided that this power shall be limited to:
a) the allotment of equity securities and the sale of treasury shares in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or
other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal or practical problems arising under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter; and
b) in the case of the authorisation granted under paragraph (a) of Resolution 16 (or in the case of any sale of treasury shares), the allotment (otherwise than pursuant to subparagraph (a) of this Resolution 17) to any person or persons of equity securities up to an aggregate nominal amount of £289,378.
and shall expire upon the expiry of the general authority conferred by Resolution 16 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.
THAT, subject to the passing of Resolutions 16 and 17 and in addition to the power given by Resolution 17, the Directors be and are hereby empowered pursuant to sections 570(1) and 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 16 above and sell ordinary shares (as defined in section 560(1) of the 2006 Act) held by the Company as treasury shares for cash, as if section 561(1) of the 2006 Act did not apply to any such allotment or sale provided that this power shall be:
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (within the meaning of section 693(4) of the 2006 Act) of any of its ordinary shares of 1 pence each of the Company on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
Company Secretary
13 June 2022
Registered Office: Cody Technology Park Ively Road Farnborough Hampshire, GU14 0LX
Registered in England and Wales No. 4586941
A Proxy Form is enclosed with this Notice, and instructions for its completion and return by post are shown on the form. Alternatively, you can appoint a proxy online at www.sharevote.co.uk. Further details regarding the appointment of proxies and rights of shareholders to attend and vote at the Annual General Meeting are set out in the 'Important notes for shareholders' section which begins on page 7 (and which forms part) of this Notice.
The Directors are required by law to present to the Meeting the accounts and the reports of the Directors and auditor for the year ended 31 March 2022.
The Annual Report on remuneration, which includes a statement from Susan Searle, Chair of the Remuneration Committee, is set out on pages 117 to 118 and pages 123 to 127 of the Company's Report and Accounts 2022. The Directors' Remuneration Report sets out payments and awards made to the Directors and details the link between Company performance and remuneration during the financial year under review, together with details of how the remuneration policy will be implemented in the next financial year. The vote on the Directors' Remuneration Report, under Resolution 2, is advisory in nature and the entitlement of any individual Director to remuneration is not conditional upon it. This Resolution is presented for approval by shareholders annually, as required by the 2006 Act.
There is no requirement for a shareholder vote on the Directors' Remuneration Policy as it was approved by shareholders at the 2020 Annual General Meeting and remains unchanged. Unless there is a specific requirement to change the Directors' Remuneration Policy, it is valid for three years and will therefore be put to a shareholder vote no later than the Annual General Meeting to be held in 2023.
Final dividends must be approved by shareholders but must not exceed the amount recommended by the Directors. If the Meeting approves Resolution 3, a final dividend in respect of the financial year ended 31 March 2022 of 5.0 pence will be paid on 25 August 2022 to the ordinary shareholders on the register of members at the close of business on 29 July 2022 in respect of each ordinary share.
In accordance with the 2018 UK Corporate Governance Code, all Directors currently in office will retire and those wishing to serve again over the coming year will seek election or re-election at the Annual General Meeting.
The Board, on the recommendation of the Nominations Committee, supports the elections of Carol Borg and Lawrence Prior III who have been appointed to the Board since the last Annual General Meeting and so has not been subject to a vote by shareholders.
The Group Chair confirms that, following a formal performance evaluation, all Non-Executive Directors continue to be effective, and demonstrating continued significant commitment to their roles. The Board believes that the considerable and wide-ranging experience of the Directors seeking election or re-election is invaluable and their contribution continues to be an important part of the Company's long-term sustainable success. The skills, contribution and experience of the Directors are set out in the Appendix of this Notice.
Each of the Executive Directors has been evaluated by the Board, a process which has confirmed their commitment and effective performance.
The Company is required to appoint an auditor at each general meeting at which accounts are laid, to hold office until the end of next such meeting. Resolution 13, which is recommended by the Audit Committee, proposes the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company and Resolution 14 follows best practice in giving authority to the Audit Committee to determine their remuneration.
Resolution 15 is designed to deal with rules on political donations and expenditure contained in Part 14 of the 2006 Act (sections 362 to 379). Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to: (i) political parties, (ii) other political organisations and (iii) independent election candidates, and from incurring political expenditure without first obtaining shareholder approval. It is the Company's policy not to make donations or other contributions to political parties. There is no intention to change that policy. What constitutes a 'political donation', a 'political party', a 'political organisation' or 'political expenditure' under the 2006 Act is not clear, as the legislation is capable of wide interpretation and may have the effect of covering a number of normal business activities that would not be thought to be political donations in the usual sense. To avoid any possibility of inadvertently contravening the 2006 Act, the Board considers that it would be prudent to follow the procedure specified in the 2006 Act to obtain shareholder approval for the Company and its subsidiaries to make political donations or incur political expenditure in the forthcoming year until the conclusion of the Annual General Meeting of the Company in 2023 (up to a total amount of £100,000 either individually or in aggregate). This authority will not be used to make any political donations as that expression would normally be understood.
Resolution 16 deals with the Directors' authority to allot shares.
The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by shareholders. The authority granted at the last Annual General Meeting is due to expire at this year's Annual General Meeting. Accordingly, Resolution 16 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares.
Paragraph (a) of Resolution 16 will allow the Directors to allot shares in the capital of the Company up to a maximum nominal amount of £1,928,997, representing approximately one third (33.33 per cent) of the Company's issued ordinary share capital (excluding treasury shares) as at 27 May 2022 (the latest practicable date prior to publication of this Notice). In accordance with the latest institutional guidelines issued by the Investment Association, paragraph (b) of Resolution 16 will also allow Directors to allot, including the ordinary shares referred to in paragraph (a) of Resolution 16, ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £3,857,994 (as reduced by allotments under paragraph (a) of Resolution 16), representing (before any reduction) approximately two thirds (66.66 per cent) of the Company's existing issued share capital (exclusive of treasury shares) calculated as at 27 May 2022 (being the latest practicable date prior to publication of this Notice). The power will last until the conclusion of the next Annual General Meeting in 2023 or, if earlier, 23 October 2023.
The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow emerging best practice as regards its use as recommended by the Investment Association.
Resolution 17 will give the Directors authority to allot equity securities or sell treasury shares, pursuant to the authority granted under Resolution 16 above, for cash, and otherwise than to existing shareholders pro rata to their holdings, in certain circumstances. Apart from offers or invitations in proportion to the respective number of shares held, the authority will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £289,378 (being just under 5 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 27 May 2022, the latest practicable date prior to publication of this Notice). If given, this power will expire on 23 October 2023 or at the conclusion of the Annual General Meeting in 2023, whichever is the earlier.
The figure of 5 per cent (excluding treasury shares) reflects the Pre-Emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles'). Your Directors will have due regard to the Statement of Principles in relation to any exercise of this power, in particular they do not intend to allot shares for cash on a non-pre-emptive basis pursuant to this power in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company (excluding treasury shares) in any rolling three year period, without prior consultation with shareholders. The Directors have no present intention of exercising this authority.
The Directors are seeking again this year a further power from shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing shareholders pro rata to their holdings, to reflect the Statement of Principles. Accordingly, Resolution 18 will be proposed as a special resolution to grant such a power. The power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £289,378 (being 5 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 27 May 2022, the latest practicable date prior to publication of this Notice. This is in addition to the 5 per cent referred to in Resolution 17. If given, this power will expire on 23 October 2023 or at the conclusion of the Annual General Meeting in 2023, whichever is the earlier. Your Directors will have due regard to the Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with a transaction which they have determined to be an acquisition or other capital investment (of a kind contemplated by the Statement of Principles most recently published prior to the date of this Notice) which is announced contemporaneously with the announcement of the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.
The Directors have no present intention of exercising this authority.
Resolution 19 gives the Company the authority to purchase its own ordinary shares in the market (as permitted by the 2006 Act) up to a maximum of 57,875,712 ordinary shares until the conclusion of the Annual General Meeting to be held in 2023. This represents approximately 10 per cent of the ordinary shares in issue (excluding treasury shares) as at 27 May 2022 (the latest practicable date prior to publication of this Notice) and the Company's exercise of this authority is subject to the maximum and minimum prices specified in Resolution 19.
The Directors have no intention at the present time of exercising this authority. The authority will be exercised only if the Directors believe that it will be in the best interests of the Company to purchase ordinary shares to satisfy awards or the exercise of options under employee share schemes or if the Directors otherwise believe that this will improve earnings per share. The current expectation is that any shares purchased under this authority would either be used to satisfy awards or the exercise of options under employee share schemes or would be held as treasury shares, but the Company would retain the flexibility to cancel any such shares or sell them for cash if it considers this to be in its best interests.
As at 27 May 2022 (the latest practicable date prior to publication of this Notice), there were options outstanding over 6,783,895 ordinary shares, which, if exercised, would represent approximately 1.2 per cent of the Company's issued share capital (excluding treasury shares). If this authority were exercised in full and the purchased shares were cancelled, then these options would represent approximately 1.3 per cent of the Company's then issued share capital (excluding treasury shares). There are no warrants outstanding.
Resolution 20 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice.
Before the introduction of the Companies (Shareholders' Rights) Regulations 2009 in August 2009, the minimum notice period permitted by the 2006 Act for general meetings (other than annual general meetings) was 14 days. One of the amendments that the Companies (Shareholders' Rights) Regulations 2009 made to the 2006 Act was to increase the minimum notice period for listed company general meetings to 21 clear days, but with an ability for companies to reduce this period back to 14 clear days (other than for annual general meetings) provided that: (i) the Company offers facilities for shareholders to vote by electronic means; and (ii) there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 clear days to 14 clear days.
The Board is therefore proposing Resolution 20 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings. The approval will be effective until the Company's next Annual General Meeting, when it is intended that the approval be renewed. The Company will use this notice period when permitted to do so in accordance with the 2006 Act and when the Directors consider that it is appropriate to do so.
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.
The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the 2006 Act, specifies that only those shareholders on the register of members as at 6.30pm on Tuesday, 19 July 2022 are entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time or, if the Meeting is adjourned, as at 6.30pm on the date which is two days prior to the adjourned Meeting (as the case may be). In each case, changes to the register of members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the Meeting.
Any corporation which is a member of the Company may appoint one or more corporate representatives. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to any person who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a 'Nominated Person'). The right to appoint proxies can only be exercised by shareholders of the Company and not by a Nominated Person. However, a Nominated Person may, under an agreement between the Nominated Person and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.
Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be counted according to the number of shares held.
As soon as practicable following the Meeting, the results of the voting at the Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Service and also placed on the Company's website, www.QinetiQ.com.
Any member has the right to ask questions at the Meeting in accordance with section 319A of the 2006 Act. The Company must cause to be answered any such question relating to the business to be dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members satisfying the thresholds in section 527 of the 2006 Act can require the Company to publish a statement on its website setting out any matter relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the Meeting. The Company cannot require a member requesting the publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Any statement placed on the website, under section 527 of the 2006 Act, must also be sent to the Company's auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required to publish, under section 527 of the 2006 Act, on its website.
The following documents are available for inspection during normal business hours at the registered office of the Company on any business day from the date of this Notice until the close of the Meeting and may also be inspected at Ashurst LLP, London Fruit & Wool Exchange,1 Duval Square, London E1 6PW from 09.00am on Thursday, 21 July 2022, until the conclusion of the Meeting:
As at 27 May 2022 (being the latest practicable business day prior to the publication of this Notice), the Company's issued ordinary share capital consisted of 578,757,121 ordinary shares which carry one vote each. There are no shares held in treasury. The total voting rights in the Company are therefore 578,757,121 as at that date. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands, every ordinary shareholder who is present has one shareholder entitled to vote, has one vote. On a vote by poll, every ordinary shareholder who is present, in person or by proxy, has one vote for every ordinary share of which they are the holder.
The contents of this Notice of AGM, details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting, details of the totals of the voting rights that members are entitled to exercise at the Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website www.QinetiQ.com.
You may not use any electronic address (within the meaning of section 333(4) of the 2006 Act) provided in this Notice of Meeting (or any related document) to communicate with the Company for any purpose other than those expressly stated.
You can do this by electing to receive future Company communications by email rather than in paper form. Logon to Shareview and register your preference. By making this election you are helping us reduce print, paper and postage costs and the associated environmental impact. You will be able to view the Report and Accounts the day they are published. You will also be able to access your individual shareholding quickly.
Certain items may not be permitted in the Annual General Meeting. These include bags, cameras, recording equipment, items of any nature with potential to cause disorder and such other items as the Chairman or designated officers of the Meeting may specify.
Protecting your shareholding is important to us. Please read the tips below to help safeguard your shareholding.
Neil's former CEO experience and current roles as a plc Chair and Non-executive Director brings to the Board relevant knowledge, challenge and leadership.
Starting his career at Sandhurst and the Army, Neil spent much of his early career in the automotive and engineering industries. He was worldwide Sales and Marketing Director at Jaguar before being seconded to the UK Ministry of Defence to command 4th Battalion The Royal Green Jackets. He returned to the industry with British Aerospace, initially running Land Rover and then all of its European automotive operations. Neil was later CEO of the RAC, and former Director General of the EEF and a Home Office appointed Independent Member of the Metropolitan Police Authority. He was previously Chair of Motability Operations, Centaur Media plc and Hostmore Group plc.
Chair of Unbound Group plc, and Deputy Chair and Senior Independent Non-executive Director of the Business Growth Fund.
Chief Executive Officer Nationality: British Skills, competence and experience:
Steve's proven track record of driving growth, and his in-depth experience of defence and technology industries is of essential importance and benefit to the Board.
Steve is a Fellow of the Institution of Engineering and Technology, the Royal Aeronautical Society, and the Royal Academy of Engineering. He was previously a member of the Prime Minister's Business Advisory Group, Co-chair of the National Defence Industries Council Research and Development Group, and a Nonexecutive Director of the UK MOD Research and Development Board. Steve has held various roles with MBDA, including as Managing Director, MBDA UK. Previously he held various roles with Matra BAe Dynamics and British Aerospace. He was also Chair of the Defence Industry Liaison Board of the UK Department for International Trade, Defence and Security Exports.
Co-Chair of UK Defence Growth Partnership and Climate Change and Sustainability steering group with UK MOD.
Chief Financial Officer Nationality: Australian
Carol brings a wealth of global financial expertise and Environmental, Social and Governance (ESG) leadership to the role. Leading key interventions in working capital management, new market entry and establishment, risk management,
insurance and business continuity, finance process maturation and shared service centre implementation, she has a deep international knowledge of operational execution, performance management, financial reporting, risk management, strategy and governance; all of which makes her a true strategic finance and commercial business partner.
Carol has held various senior roles in international businesses, most recently in a founder-led renewable business as the Chief Financial Officer of Lightsource bp, a global solar developer. Prior to that she held various positions at Vestas, a global wind turbine manufacturer, the most recent being the position as Regional Chief Financial Officer of Vestas' Southern Europe, Middle East and North Africa (MENA) and Latin America operations (spanning manufacturing, sales, construction and after-sales service).
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Michael brings to the Board a wealth of operational and corporate experience from a lengthy career as a business leader and Board member within, among others, the engineering and aviation industries. He continues to provide highly valuable advice to the Board and its discussions, in particular in his capacity as the Senior Independent Director.
Michael has served as Chair of Ricardo plc, Vitec Group plc, and BBA Aviation plc, having previously been its CEO. Michael's previous appointments also include Senior Independent Director of Catlin Group Limited, Non-executive Director of Williams plc and the Aerospace Technology Institute, and CEO of Kidde plc.
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Independent Non-executive Director Nationality: American
Lynn's experience from a number of senior Board positions at various US-based companies, in particular in the aerospace sector, makes her a valuable member of the Board and enables her to provide insightful advice on matters such as strategy and customer stakeholder management.
Lynn has held positions as Non-executive Director of Force Protection, Inc., Seabury Group, Graham Partners, Cordiem, the Nordam Group, the Flight Safety Foundation (as Chair), the Hexcel Corporation and as a member of the Management Advisory Council of the Federal Aviation Administration. Lynn was also the Vice President and General Manager of Commercial Aerospace at Honeywell International.
Non-executive Director of FARO Technologies Inc.
Shonaid brings to the Board a wealth of experience from previous roles as an executive and Non-executive Director from a breadth of sectors, including industrial and technology-based businesses with international operations. This, combined with her extensive financial experience, enables her to successfully chair the Audit Committee.
Previously Shonaid was the Chief Operating Officer of CDC Group plc, the UK Government's development finance institution, having joined from Unilever, where she was Senior Vice-President Finance and Information, Home and Personal Care, originally in Asia and later for the Group as a whole. Her early career was spent at KPMG, latterly as a partner. Her Board level experience includes Non-executive Chair of Origo Partners plc and MSAmlin plc, and Non-executive Director roles at GKN plc, Close Brothers Group plc and APR Energy plc.
Non-executive Chair of Greencoat UK Wind plc and Cordiant Digital Infrastructure Limited, Senior Independent Director of ClearBank Ltd, and Non-executive Director of Aviva plc.
Independent Non-executive Director Nationality: British
Gordon brings vast experience from the armed forces having served for 37 years as a Royal Marine. Throughout his military career he served in key appointments in various UK and NATO Headquarters, overseeing the planning and execution of UK and coalition military and humanitarian relief operations worldwide. He most recently served as Vice Chief of the Defence Staff, a position he held for three years until his retirement in 2019.
His unique experience enables him to provide invaluable insight in his role as the Chair of the Risk & Security Committee.
UK Member of the international Defence Reform Advisory Board for Ukraine, Board member of the UK Health Security Agency, and Her Majesty's Constable of the Tower of London (designate).
Larry brings a wealth of experience as an experienced executive and non-executive from a breadth of sectors including aerospace, defence and government services, IT, and cyber and security. This, combined with his global and US focus, make him ideal to support QinetiQ's progress in becoming an integrated global defence and security company.
Larry is currently an Operating Executive for the Carlyle Group. His was previously the President and Chief Executive Officer of CSRA, Inc. where he led a spinout from CSC, a merger with SRA and an IPO on the NYSE in 2015. The company was acquired by General Dynamics in 2018. Before that he was Executive Vice President and General Manager of CSC's North American Public Sector (NPS) business, providing next-generation technology solutions and mission services to the US Department of Defense, Intelligence Community and FedCiv sectors.
Operating executive for the Carlyle Group, including Nonexecutive Director of CNSI, Non-executive Director and Chair of the Audit Committee of KLDiscovery Inc, and Chair of Two Six Technologies; and independent Director of Shift5.
Susan brings to the Board essential experience of investing in growing technology businesses, acquisitions and exploitation of new technologies. Her extensive experience as a plc Remuneration Committee Chair enables her to efficiently and valuably chair the QinetiQ Remuneration Committee.
Susan was a founder of Touchstone Innovations plc, and formerly its CEO. She has served on a variety of private company boards in engineering, healthcare and advanced materials, and held a variety of commercial and business development roles with Shell Chemicals, the Bank of Nova Scotia, Montech (Australia), and Signet Group plc. Previously Susan was the Senior Independent Director and Remuneration Committee Chair of Horizon Discovery Group plc, and Chair of Mercia Asset Management plc and Schroder UK Public Private Trust plc.
Senior Independent Non-executive Director and Chair of the Remuneration Committee of Benchmark Holdings plc, and Chair of Greenback Recycling Technologies Ltd.
Company Secretary and Group General Counsel Nationality: British
Jon joined QinetiQ from Chloride Group plc where he held a similar role. He has a background in legal private practice as well as General Counsel and Company Secretary.
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