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Reckitt Benckiser Group PLC — AGM Information 2022
Apr 27, 2022
4872_agm-r_2022-04-27_56c7f3a8-154c-4dc4-9b64-da801e18736f.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING 2022
Friday 20 May 2022 at 2pm Held at the London Heathrow Marriott Hotel Bath Road Hayes UB3 5AN
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or if you reside elsewhere, another appropriately authorised financial adviser.
If you have recently sold or transferred all your shares in Reckitt Benckiser Group plc, please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
CHAIR'S LETTER
Dear shareholder
The Annual General Meeting (AGM) is an important event in our corporate calendar as it provides the Board with an opportunity to present a review of the Company's performance, update you on the Group's strategic priorities and listen to and respond to your questions. I am pleased to invite you to our AGM, which will be held on Friday, 20 May 2022 at 2pm at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN.
To observe COVID-19 restrictions that were in place during 2020 and 2021, we had to restrict shareholders from attending our 2020 and 2021 AGMs in person. In light of legal restrictions in respect of COVID-19 having been lifted as at the date of this Notice, we are pleased to return to being able to allow shareholders to attend our AGM in person, and the Board is looking forward to welcoming you in person at this year's AGM. However, whilst there are not currently expected to be any government restrictions on public gatherings at the time of the AGM, in order to minimise health risks to our shareholders, employees and all others involved in the AGM, shareholders are asked to exercise their judgement and not to attend the AGM in person if they have any symptoms of COVID-19. Instead, in a scenario where shareholders are displaying symptoms of COVID-19, such shareholders are encouraged to make use of the ability to submit a proxy vote in advance of the AGM. Further details, including the timeframes for submitting such a proxy vote are set out in further detail in this Notice. For those attending the AGM in person, it should be noted that social distancing will be observed throughout the AGM and Board members physically present at the place of the AGM will not circulate with shareholders following the meeting.
The Company will continue to monitor public health guidance and legislation issued by the UK Government in relation to the COVID-19 pandemic. Should it become appropriate to revise the current arrangements for the AGM, any such changes will be notified to shareholders through the Company's website, and, where appropriate, by announcement made by the Company to a Regulatory Information Service.
Dividend
Your Board is recommending a final dividend of 101.6 pence per ordinary share for the year ended 31 December 2021. Shareholders are being asked to approve the dividend as recommended by the Board.
The Board
This year, all Directors, except Sara Mathew, who has notified the Board of her intention to step down as a Non-Executive Director at the close of the AGM, will stand for election or re-election at the AGM. Sara has been a valuable member of the Board and Audit Committee and brought great insight to Board discussions. On behalf of the Board, I would like to thank Sara for her significant contribution.
We welcome Alan Stewart, who joined the Board as a Non-Executive Director on 1 February 2022 and who will be appointed to the position of Remuneration Committee Chair at the end of the AGM, when Mary Harris will step down after over four years as Committee Chair. Alan brings a wealth of Chief Financial Officer and corporate finance experience from a variety of industries. Alan will stand for election at this year's AGM. Further details of Alan's previous experience can be found on page 14.
Directors' remuneration policy
A new Directors' remuneration policy is being proposed for approval at this year's AGM. The Remuneration Committee reviewed the existing Directors' remuneration policy, taking into account the strategic priorities of the Group, extensive engagement with shareholders and the views of key stakeholders. The new remuneration policy proposed for approval at this year's AGM strengthens the link between remuneration and Reckitt's strategic priorities and delivery of shareholder returns. If approved, this new policy will come into effect from the date of the AGM for a period of up to three years. Further information is available in the Directors' remuneration report on pages 160 to 167 of the 2021 Annual Report.
Voting
Your votes are important to us and all shareholders are encouraged to vote either in advance or on the day. Voting on all resolutions will be conducted by way of poll rather than on a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names. If you will not be participating in the meeting in person you may vote in advance or appoint a proxy in advance of the AGM as further detailed in the Notice. Please note that completion and return of the proxy form will not preclude you from attending the AGM and voting in person.
Recommendation
The Board considers that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of all the proposed resolutions.
Yours sincerely
Chris Sinclair
Chair
13 April 2022
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the fifteenth Annual General Meeting (the AGM) of Reckitt Benckiser Group plc (the Company) will be held at the London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Friday, 20 May 2022 at 2pm to consider and, if thought fit, pass the resolutions set out below.
Resolutions 1 to 20 will be proposed as ordinary resolutions, and resolutions 21 to 24 will be proposed as special resolutions. Explanations of the resolutions can be found on pages 5 to 6 of this notice.
Annual Report and Financial Statements
1 THAT the Annual Report and Financial Statements for the year ended 31 December 2021 be received.
Directors' remuneration report
2 THAT the Directors' remuneration report for the year ended 31 December 2021 as set out on pages 148 to 187 of the 2021 Annual Report (excluding the Directors' Remuneration Policy set out on pages 160 to 167) be approved.
Directors' remuneration policy
3 THAT the Directors' remuneration policy as set out on pages 160 to 167 of the 2021 Annual Report be approved.
Final dividend
4 THAT a final dividend of 101.6 pence per ordinary share be declared on ordinary shares of 10 pence each for the year ended 31 December 2021.
Re-election of Directors
- 5 THAT Andrew Bonfield be re-elected as a Director.
- 6 THAT Olivier Bohuon be re-elected as a Director.
- 7 THAT Jeff Carr be re-elected as a Director.
- 8 THAT Margherita Della Valle be re-elected as a Director.
- 9 THAT Nicandro Durante be re-elected as a Director.
- 10 THAT Mary Harris be re-elected as a Director.
- 11 THAT Mehmood Khan be re-elected as a Director.
- 12 THAT Pam Kirby be re-elected as a Director.
- 13 THAT Laxman Narasimhan be re-elected as a Director.
- 14 THAT Chris Sinclair be re-elected as a Director.
- 15 THAT Elane Stock be re-elected as a Director.
Election of Directors
16 THAT Alan Stewart be elected as a Director.
Re-appointment of auditors
17 THAT KPMG LLP be re-appointed as auditor of the Company, to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
Auditor's remuneration
18 THAT the Board, acting through the Audit Committee, be authorised to determine the auditor's remuneration.
Political donations
- 19 THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the Act), the Company and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company be authorised to:
- a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
- b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
- c) incur political expenditure not exceeding £100,000 in total,
during the period from the date of this resolution until the conclusion of next year's AGM (or, if earlier, until the close of business on 30 June 2023), provided that the total aggregate amount of all such donations and expenditure incurred by the Company and its UK subsidiaries in such period shall not exceed £100,000.
For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in section 363 to section 365 of the Act.
Authority to allot shares
- 20 THAT the Directors be generally and unconditionally authorised in accordance with section 551 of the Act, in substitution of all subsisting authorities, to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares of the Company:
- a) up to a nominal amount of £23,828,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum);
- b) comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £47,656,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
- i) to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which it may 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, and
such authority will expire at the conclusion of the Company's AGM to be held in 2023 or, the close of business on 30 June 2023, whichever is sooner, unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of offers and entering into agreements that would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the expiry of the authority, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.
Special resolutions
Disapplication of pre-emption rights
- 21 THAT subject to the passing of Resolution 20, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
- a) to allotments for rights issues and other pre-emptive issues; and
- b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £3,574,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 8 April 2022, being the latest practicable date prior to the publication of this Notice,
such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 30 June 2023, but in each case, prior to the expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Additional disapplication of pre-emption rights
- 22 THAT, subject to the passing of Resolution 20, the Directors be authorised, in addition to any authority granted under Resolution 21 to allot equity securities (as defined in the Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
- a) limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £3,574,000 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 8 April 2022, being the latest practicable date prior to the publication of this Notice; and
b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Principles most recently published by the Pre-Emption Group prior to the date of this Notice,
such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, on 30 June 2023, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Purchase of own shares
- 23 THAT the Company is authorised, for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company provided that:
- a) the maximum number of ordinary shares which may be purchased is 71,480,000 ordinary shares;
- b) the maximum price (exclusive of expenses) at which ordinary shares may be purchased is an amount equal to the higher of
- i) 5% above the average market value of ordinary shares for the five business days preceding the date of purchase; and
- ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
- c) the minimum price (exclusive of expenses) at which ordinary shares may be purchased is 10 pence per ordinary share;
such authority to expire on the earlier of 30 June 2023 or on the date of the AGM of the Company in 2023 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchase will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract.
Calling of general meetings on 14 days' notice
24 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
Catheryn O'Rourke
Company Secretary
13 April 2022
Registered Office: 103-105 Bath Road, Slough, Berkshire, SL1 3UH
Registered in England and Wales, No. 6270876
EXPLANATORY NOTES
Resolution 1 – Annual Report and Financial Statements
The Directors are required under the Companies Act 2006 (the Act) to present the reports of the Directors and the audited accounts of the Company for each financial year to shareholders at a general meeting. Shareholders are asked to receive the reports of the Directors and the auditor, the Strategic Report, and the Financial Statements for the year ended 31 December 2021.
Resolutions 2 – Directors' remuneration report
The Directors' remuneration report sets out the pay and benefits received by each of the Directors for the year. The Company is required to seek shareholders' approval in respect of the contents of this report. In line with legislation, this vote is advisory. The Directors' remuneration report can be found on pages 148 to 187 of the 2021 Annual Report (excluding the Directors' Remuneration Policy set out on pages 160 to 167).
Resolution 3 – Directors' remuneration policy
The remuneration policy sets out the Company's proposed policy on remuneration and potential payments to Directors going forward. The policy is set out on pages 160 to 167 of the 2021 Annual Report. If approved, the new remuneration policy will take effect immediately for a period of up to three years. The vote is binding, which means payments cannot be made under the policy until it has been approved by shareholders.
Resolution 4 – Final dividend
Resolution 4 seeks shareholders' approval for the final dividend of 101.6 pence per ordinary share, which is recommended by the Directors for the year ended 31 December 2021. An interim dividend of 73 pence per ordinary share was paid on 15 September 2021, bringing the total dividend for 2021 to 174.6 pence per ordinary share. If approved at the AGM, the final dividend will be paid on 9 June 2022 to shareholders on the Register of Members by close of business on 29 April 2022.
Resolutions 5 to 16 inclusive – Re-election and election of directors
In accordance with the UK Corporate Governance Code, all existing Directors will stand for election or re-election at the AGM, except Sara Mathew, who has notified the Board of her intention to step down as a Non-Executive Director at the close of the AGM.
The Board is satisfied that it continues to maintain an appropriate balance of skills, experience and knowledge. Following a process of formal performance evaluation, the Board has concluded that each Director standing for election or re-election makes an effective and valuable contribution to the Board and demonstrates commitment to the role, and that there are no circumstances likely to impair any individual Non-Executive Director's judgement, and hence the Board is recommending each Director's election or re-election.
Biographical details of those Directors seeking election or re-election including an explanation of the importance of their contribution to the Board and the reasons for their election or re-election, can be found in Appendix 1 of this Notice, on pages 10 to 14.
Resolution 17 – Re-appointment of auditor
The auditor of the Company is subject to re-appointment at each Annual General Meeting where the accounts are presented. On the recommendation of the Audit Committee, the Board proposes that KPMG be re-appointed auditor to the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts will be presented before shareholders.
Resolution 18 – Auditor's remuneration
The Directors may set the remuneration of the auditor if authorised to do so by the shareholders. Under the Competition and Markets Authority's Statutory Audit Services Order, the Audit Committee has specific responsibility for negotiating and agreeing the statutory audit fee for and on behalf of the Board. This resolution seeks authority for the Audit Committee to set auditor remuneration for the 2022 financial year.
Resolution 19 – Political donations
Resolution 19 seeks to renew the authority from shareholders to enable the Company or its UK subsidiaries to make political donations or incur political expenditure in accordance with the requirements of Part 14 of the Act.
The Company has no intention of changing its or its UK subsidiaries' current practice of not making political donations. However, the definitions in the Act are broad and it is possible that they may include, for example, bodies concerned with policy review and law reform, with the representation of the business community or sections of it or with the representation of other UK special interest groups which may be in the Company's or its UK subsidiaries' interest to support.
In order to allow such activities to continue and avoid inadvertently contravening the Act, the Company considers that the authority sought under this resolution to allow it or its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £100,000 is advisable. This authority is sought for the duration of a year until the next general meeting.
No political donations or expenditure of the type requiring disclosure under the Act were made in the year ended 31 December 2021 nor are any contemplated but (on a precautionary basis) the Directors believe it is appropriate to request this authority.
Resolution 20 –Authority to allot shares
This resolution seeks to renew the Directors' authority to allot shares.
Under the Act, the Directors may not allot shares unless authorised to do so by the shareholders in a general meeting. If passed, paragraph (a) of this resolution would give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £23,828,000. This amount represents 238,280,000 ordinary shares of 10 pence each and approximately one third of the nominal amount of the issued share capital, excluding treasury shares, as at 8 April 2022, being the latest practicable date prior to publication of this Notice.
Explanatory Notes (Continued)
In accordance with the Investment Association Share Capital Management Guidelines issued in July 2016 (the Guidelines), paragraph (b) of this resolution would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of shareholders up to an aggregate nominal amount equal to £47,656,000 (representing 476,560,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital, excluding treasury shares, as at 8 April 2022, being the latest practicable date prior to publication of this Notice.
The authority sought under this resolution will expire on the earlier of 30 June 2023 or conclusion of the AGM of the Company to be held in 2023.
The Directors have no present intention to exercise the authority sought under this resolution. In the event of any exercise of the authority, the Directors intend to follow the Guidelines concerning its use, including as regards the Directors standing for re-election. As at 8 April 2022, being the latest practicable date before publication of this notice, the Company held 21,665,201 ordinary shares in treasury, which represents 3.031% of the Company's issued ordinary share capital (excluding treasury shares).
Resolutions 21 and 22 – Disapplication of pre-emption rights
If the Company issues new shares, or sells treasury shares, for cash (other than in connection with an employee share scheme), the Act requires that these shares are first offered to existing shareholders in proportion to their existing holdings.
At last year's AGM, a special resolution was passed, in line with institutional shareholder guidelines, providing the Directors with authority to allot equity securities for cash without first offering them to existing shareholders in proportion to their existing holdings. Resolution 21 proposes that this authority be renewed. If approved, the resolution will authorise the Directors to issue shares in connection with pre-emptive offers, or otherwise to issue shares for cash up to an aggregate nominal amount of £3,574,000, which includes the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. This aggregate nominal amount represents 35,740,000 ordinary shares, being approximately 5% of the ordinary share capital of the Company in issue as at 8 April 2022, the latest practicable date before the publication of this Notice.
In line with best practice, the Company has not issued more than 7.5% of its issued share capital on a non-pro rata basis over the last three years. The Board confirms its intention to follow best practice set out in the Pre-Emption Group's Statement of Principles (the Principles) which provides that usage of this authority under Resolution 21(b) in excess of 7.5% of the Company's issued share capital in a rolling three-year period would not take place without prior consultation with shareholders.
The Principles further provides that the Company may seek to disapply pre-emption rights over the equivalent of approximately an additional 5% of the issued ordinary share capital of the Company, to be used only in connection with an acquisition or specified capital investment. The Principles define 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.
The purpose of resolution 22 is to seek authority for the Directors to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares or sell treasury shares for cash for a further aggregate nominal value of £3,574,000 ordinary shares, being approximately 5% of the Company's issued ordinary share capital as at 8 April 2022 (being the latest practicable date prior to the publication of this Notice), without first being required to offer such securities to existing shareholders, provided that this authority will only be used for the purpose of:
a) an acquisition; or
b) a specified capital investment (as defined above),
which is announced contemporaneously with the issue or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.
The authorities would, unless previously renewed, revoked or varied by shareholders, expire at the conclusion of the AGM of the Company to be held in 2023 or on 30 June 2023, if earlier.
The Directors consider the renewal of the authorities sought by Resolutions 20, 21 and 22 appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise.
Resolution 23 – Purchase of own shares
Authority is sought for the Company to purchase up to 10% of its issued ordinary shares, renewing the authority granted by the shareholders at previous AGMs.
The Directors have no present intention of exercising the authority to purchase the Company's own ordinary shares; however, this authority would provide them with the flexibility to do so in the future, if the prevailing market conditions made such purchases in the best interests of shareholders generally.
Any ordinary shares purchased by the Company pursuant to this authority would be held as treasury shares or cancelled. The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority, reflecting the requirements of the Listing Rules.
The total number of warrants and options to subscribe for ordinary shares outstanding as at 8 April 2022 was 16,825,942 (representing approximately 2.35% of the issued ordinary share capital of the Company at that date). If the authority to repurchase shares under this resolution was exercised in full, the total number of warrants and options to subscribe for ordinary shares outstanding at 8 April 2022 would, assuming no further ordinary shares are issued after that date, represent 2.62% of the issued ordinary share capital, excluding shares held in treasury.
Resolution 24 – Calling of general meetings on 14 days' notice
Resolution 24 seeks to renew the approval of shareholders to allow the Company to call a general meeting, other than an AGM, on 14 clear days' notice.
As in previous years, it is intended that the Company will only ever use this authority where it is merited by the purpose of the meeting and in the best interests of the Company and shareholders as a whole. The approval of this resolution will be effective until the Company's AGM in 2023, when it is expected that a similar resolution will be proposed.
NOTES TO THE NOTICE OF AGM
Appointment of proxies
- 1 Shareholders can vote ahead of the AGM by registering a proxy appointment. We ask, and strongly encourage, all shareholders to utilise the option to vote by proxy in advance of the AGM and to do so online by visiting www.investorcentre.co.uk/eproxy.
- 2 Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Reckitt Shareholder helpline on telephone number 0370 703 0118 or www.computershare.co.uk/contactus. In accordance with section 333A of the Act, a shareholder may appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy.
- 3 To access the service, you will need the Control Number, your Shareholder Reference Number (SRN) and Personal Identification Number (PIN) that appears on your proxy form or by visiting the mobile site via the Quick Response Code. These are shown on the proxy form or the email notification of this Notice (if we communicate with you electronically). Alternatively, complete the enclosed proxy form, in accordance with the instructions printed thereon and return it to our Registrars at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ using the pre-paid envelope provided.
- 4 Proxy appointments, by whichever method you choose, must be received so as to arrive no later than 2pm on 18 May 2022.
- 5 If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. This platform allows for electronic registration and we are encouraging our institutional shareholders to use this option ahead of the AGM by visiting www.proxymity.io. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2pm on 18 May 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
- 6 To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrar in each case no
later than 2pm on 18 May 2022. CREST, internet voting and the use of the Proxymity platform are the only acceptable electronic forms of receiving proxy information.
- 7 No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
- 8 The proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
- 9 In the case of joint holdings, any one holder may sign the proxy form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding (the first-named being the most senior).
- 10 The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 17 and 18 below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. If you have appointed a proxy and attend the meeting and vote in person, your proxy appointment will automatically be terminated.
- 11 As soon as practicable following the meeting, the results of the voting will be announced via the Regulatory Information Service and also placed on the Company's website.
Nominated persons
- 12 Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
- 13 The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2, 3 and 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
Voting record date
14 To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on 18 May 2022 (or, in the event of any adjournment, by the time which is 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Total voting rights
15 As at 8 April 2022 (being the latest practicable business day prior to the publication of this Notice) the Company's issued share capital consisted of 736,535,179 ordinary shares, 21,665,201 of which were held as treasury shares. Therefore, the total voting rights in the Company as at 8 April 2022 are 714,869,978.
Appointment of proxies through CREST
- 16 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
- 17 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 (ID 3RA50) by the latest time for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.
- 18 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. 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, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
- 19 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.
Corporate representatives
20 Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if more than one, they do not do so in relation to the same shares.
Audit concerns
- 21 Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to:
- a) the audit of the Company's accounts (including the auditors' Report and the conduct of the audit) that are to be laid before the AGM; or
- b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act.
- 22 The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Inspection of documents
- 23 The following documents will be available for inspection at the Company's office at 215 Bath Road, Slough, Berkshire, SL1 4AA during normal business hours on any weekday (excluding public holidays) from the date of this Notice until the date of the AGM, for a period of 15 minutes prior to the AGM and during the meeting:
- a) copies of the current service agreements of the Executive Directors;
- b) the current terms and conditions of appointment of the Non-Executive Directors;
- c) the Register of Directors' Interests;
- d) the Deed poll of indemnity dated 28 July 2009; and
- e) a copy of the Articles of Association of the Company.
- 24 If you wish to receive electronic copies of the documents, please contact the Company Secretariat by post to the Company Secretary, Reckitt Benckiser Group plc, 215 Bath Road, Slough, Berkshire SL1 4AA or e-mail [email protected].
Published information
- 25 If you would like to receive this Notice and/or a copy of the 2021 Annual Report and Financial Statements in an appropriate alternative format, such as large print, Braille or an audio version on CD, please contact by post to the Company Secretary, Reckitt Benckiser Group plc, 215 Bath Road, Slough, Berkshire SL1 4AA or e-mail [email protected].
- 26 The Company's 2021 Annual Report and Financial Statements, and a copy of this Notice and other information required by section 311A of the Act are available from the Company's website at www.reckitt.com.
Questions
- 27 Any shareholder attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM, but no such answer need be given if to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information, if the answer has already been given on a website in the form of an answer to a question, or if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
- 28 Shareholders who wish to ask a question may also submit their questions in advance of the AGM. If you have any such questions, please send them either by post to Company Secretary, Reckitt Benckiser Group plc, 215 Bath Road, Slough, Berkshire SL1 4AA or by e-mail to [email protected] to be received no later than 13 May 2022, the fifth business day preceding the date of the AGM. Please ensure that your shareholder details are included with your communication. We will endeavour to answer a representative selection of any questions received in advance at the AGM. Submitting a question in advance of the AGM does not affect your rights as a shareholder to attend the AGM and speak at the AGM.
Data protection statement
29 Your personal data includes all data the Company holds which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise. A copy of the Company's privacy policy can be found www.reckitt.com/privacy-policy.
General queries
- 30 Except as provided above, shareholders who have general queries about the AGM should use the following means of communication (no other methods of communication will be accepted):
- a) calling our shareholder helpline on telephone number 0370 703 0118; or
- b) contacting our Registrar at www.computershare.co.uk/contactus; or
- c) writing to Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ.
- 31 You may not use any electronic address provided either in this Notice or any related documents (including the Chair's Letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
Shareholders' right to give notice of a resolution
32 Shareholders meeting the threshold requirements under sections 338 and 338A of the Act have the right to require the Company: (i) to give shareholders (entitled to receive notice of the AGM) notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/ or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be proposed or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company by Friday 29 April 2022, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Physical participation
33 If you are attending the AGM in person, please bring your attendance card with you. It authenticates your right to attend, speak and vote at the AGM and will speed up your admission. You may also be asked to provide proof of identity.
If you have been appointed as proxy for a shareholder, please let the admission staff know. You should bring proof of identity with you, and you will be asked to confirm the details of the shareholder you are representing.
The venue has good disabled access. Anyone accompanying a shareholder in need of assistance will be admitted to the AGM. If any shareholder with a disability has any questions regarding attendance at the AGM, please contact the Company Secretariat, by emailing [email protected] by 6 May 2022.
If you hold shares through a broker or nominee, you can attend the meeting if you have been appointed as a proxy or corporate representative. If the Company's Registrar has not been notified of your appointment as a proxy or you do not have a letter in respect of your corporate representation, you may be denied entry to the meeting and will be unable to vote.
Car parking is available on site.
APPENDIX 1 – DIRECTORS' BIOGRAPHIES
Chris Sinclair
Appointment
Career
Chair of the Board N R C
Appointed as a Non-Executive Director in February 2015 and as Chair of the Board in May 2018.
Chris is the former Chair and CEO of Mattel, Inc. Previously, he served as CEO for various privateequity-backed companies, including Caribiner International and Quality Food Centers (now part of the Kroger Co.). Earlier in his career, Chris held a number of senior positions at PepsiCo, including Chair and CEO of Pepsi-Cola Co. (worldwide beverages), and CEO of PepsiCo Foods and Beverages International. He was also a Director of Foot Locker,
Nationality American Board tenure 7 years, 2 months
Chris graduated with a degree in Marketing from the University of Kansas and received an MBA from the Tuck School of Business at Dartmouth College.
Contributions and reason for re-election
Chris brings strong leadership skills and valuable strategic insight to the Board, through his experience as CEO and Chair of other large companies. He also has a strong understanding of international consumer-focused businesses.
Current external appointments None
Laxman Narasimhan
Inc. and Perdue Farms, Inc.
Chief Executive Officer
Appointment
Appointed as CEO-Designate in July 2019 and as CEO on 1 September 2019.
Career
Prior to joining Reckitt, Laxman held various senior roles at PepsiCo from 2012 to 2019, including Global Chief Commercial Officer, Chief Executive Officer of Latin America, Europe and Sub-Saharan Africa operations – where he ran PepsiCo's food and beverage businesses across the regions – and Chief Executive Officer of Latin America. Prior to PepsiCo, Laxman served as a Director of McKinsey & Company and held various roles from 1993 to 2012. He was also an Advisory Board member of the Jay H. Baker Retailing Center at The Wharton School of the University of Pennsylvania.
Laxman holds a degree in Mechanical Engineering from the College of Engineering, University of Pune, India. He has a Master's degree in German and International Studies from The Lauder Institute at the University of Pennsylvania and an MBA in Finance
Nationality American Board tenure 2 years, 8 months
from The Wharton School of the University of Pennsylvania.
Contributions and reason for re-election
Laxman is an outstanding leader who brings wide experience across the consumer goods sector, both operationally and at scale. Laxman has exceptional strategic capabilities and consumer insight with a proven track record of developing purpose-led brands and driving consumer-centric and digital innovation. He has previously advised global organisations, led complex operational businesses and inspired teams across developed and emerging markets to achieve market-leading performance. This, combined with his excellent people engagement and leadership skills, makes him well qualified for the role.
Current external appointments
Non-Executive Director of Verizon Communications Inc.
Trustee of Brookings Institution Member of the Council on Foreign Relations
Ethics and Compliance
Appointments after 31 December 2021
Key
Jeff Carr
Chief Financial Officer
Appointment
Appointed as Chief Financial Officer on 9 April 2020.
Career
Prior to joining Reckitt, Jeff was Chief Financial Officer and Management Board member at Ahold Delhaize, the Dutch retailer operating across Europe and the USA. Before joining Ahold Delhaize Jeff held the role of Chief Financial Officer at First Group plc and easyJet plc and held senior finance roles at Associated British Foods plc and Reckitt. Jeff started his career as a graduate trainee at Unilever plc.
Jeff holds a degree in Chemical Engineering from the University of Exeter and is a Chartered Management Accountant.
Nationality British Board tenure 2 years
Contributions and reason for re-election
Jeff brings extensive experience across consumer and retail companies and is also an alumnus of Reckitt. Jeff has a record of transformational strategic and operational leadership, consistent performance delivery, strong capital allocation discipline and building strong teams; all of which lead to longer-term shareholder value creation.
Current external appointments
Chair of the Audit Committee and Non-Executive Director of Kingfisher plc
Olivier Bohuon
Non-Executive Director R
Appointment
Appointed as a Non-Executive Director in January 2021.
Career
Olivier was CEO of FTSE 100 medical devices company Smith & Nephew plc from 2011 to 2018. Prior to that, he served as CEO of healthcare, cosmetology and pharmaceutical company Laboratoires Pierre Fabre from 2010 to 2011, and from 2003 to 2010 he worked at Abbott Laboratories, rising to Corporate Executive Vice President and President of the pharmaceutical products division. Earlier in his career, Olivier worked at GlaxoSmithKline plc in positions of increasing seniority. He also served on the Board of Smiths Group plc from July 2018 to November 2020. Olivier became a Knight of the Legion of Honour in 2007. Olivier has a
Nationality French Board tenure 1 year, 3 months
doctorate in Pharmacy from the University of Paris-Sud and an MBA from HEC Business School in Paris.
Contributions and reason for re-election
Olivier is a successful leader, with many years' experience as CEO of a large, global company. Olivier has a wealth of experience in healthcare products and markets and brings great insight to the Board.
Current external appointments Chair of Majorelle
External Director of Takeda Pharmaceutical Company Limited
External Director of Virbac SA
Co-Founder and Board member of AlgoTherapeutix SAS
Andrew Bonfield
Non-Executive Director A N
Nationality British Board tenure 3 years, 8 months
Appointment
Appointed as a Non-Executive Director in July 2018 and as Chair of the Audit Committee in January 2019.
Career
Andrew has been Chief Financial Officer of Caterpillar Inc. since September 2018. He was previously Group CFO of National Grid plc from 2010 to 2018. Prior to this, he held the position of Chief Financial Officer at Cadbury plc and also served as Executive Vice President & Chief Financial Officer at Bristol Myers Squibb. Andrew is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of KwaZulu-Natal in Durban, South Africa.
Contributions and reason for re-election
Andrew brings more than three decades of financial expertise to the Board. He is a strong leader, with experience gained in large, complex organisations, and has a history of driving strong financial performance in the UK and globally. These skills are valuable to the Board and to his role as Chair of the Audit Committee.
Current external appointments
Chief Financial Officer of Caterpillar Inc.
Appendix 1 – Directors' Biographies (Continued)
Margherita Della Valle
Non-Executive Director A
Appointment
Appointed as a Non-Executive Director in July 2020.
Career
Margherita has been Chief Financial Officer of Vodafone Group Plc since July 2018. She also runs Vodafone Shared Services, which was established in 2011 to optimise quality and efficiency across Vodafone's customer, technology, finance and HR operations. Prior to her current role, Margherita was Deputy Chief Financial Officer of Vodafone, between 2015 and 2018, having held a number of senior positions in finance beforehand, including Group Financial Controller and Chief Financial Officer of Vodafone's Europe region. Earlier in her career, she joined Omnitel Pronto Italia, which became Vodafone Italy in 1994, and held various consumer marketing
Nationality Italian/British Board tenure 1 year, 8 months
positions in data analytics and consumer base management. From 2004 to 2007, she was Chief Financial Officer of Vodafone Italy.
Margherita holds a Master's degree in Economics from Bocconi University in Italy.
Contributions and reason for re-election
Margherita has extensive experience of financial markets and digital technologies. She is deeply experienced in business in both developed and developing markets, bringing great insight to the Board. These skills, together with her strong leadership background, are valuable to the Board and her membership of the Audit Committee.
Current external appointments
Chief Financial Officer of Vodafone Group Plc
Appointment
Nicandro Durante
Appointed as a Non-Executive Director in December 2013 and as Senior Independent Director in January 2019.
Career
Nicandro started his career working in finance in Brazil and joined British American Tobacco plc (BAT) in 1981. Whilst at BAT, Nicandro worked in the UK, Hong Kong and Brazil and held a number of senior positions including Regional Director for Africa and the Middle East, Chief Operating Officer and, from 2011 to 2019, Chief Executive Officer. Nicandro holds a degree in
Nationality Brazilian/Italian Board tenure 8 years, 4 months
Business Administration from the Pontifical Catholic University of São Paulo, Brazil, and has obtained postgraduate qualifications in finance and economics.
Contributions and reason for re-election
Nicandro has strong leadership skills, developed in various senior positions held throughout his career. He has a strong background in the consumer goods industry and strong international business experience, bringing a global perspective to his role.
Current external appointments
Chair of TIM Participações S.A. and Chair of the ESG Committee
Mary Harris
Non-Executive Director Designated Non-Executive Director for engagement with the Company's workforce R N
Nationality British/Dutch Board tenure 7 years, 2 months
Appointment
Appointed as a Non-Executive Director in February 2015, as Chair of the Remuneration Committee in November 2017 and as Designated Non-Executive Director for engagement with the Company's workforce in July 2019.
Career
Mary is currently a Non-Executive Director of ITV plc, where she is also a member of the Audit and Risk Committee, and the Nominations Committee, and Chair of the Remuneration Committee. She is also a member of the Remuneration Committee of St. Hilda's College, Oxford and a Supervisory Director of HAL Holding N.V. Mary was previously a Partner at McKinsey & Company. She also held the position of Member of the Supervisory Board of TNT NV, Scotch and Soda NV and TNT Express NV and was Vice-Chair of the Supervisory Board and Chair of the Remuneration Committee of Unibail-Rodamco-Westfield S.E. She was formerly a Non-Executive Director and Chair of the Remuneration Committee of J Sainsbury plc.
Mary graduated from the University of Oxford with a Master's degree in Politics, Philosophy and Economics and completed her MBA at Harvard Business School.
Contributions and reason for re-election
Mary has substantial experience in consumer and retail businesses across China, Southeast Asia and Europe. She brings to the Board a top-level strategic outlook, with international and consumer focus. Her previous experience in other Non-Executive Director roles, and as Chair of other Remuneration Committees, is invaluable in allowing her to effectively chair the Remuneration Committee.
Current external appointments
Non-Executive Director of ITV plc Member of the Remuneration Committee of St. Hilda's College, Oxford University
Supervisory Director of HAL Holding N.V.
Mehmood Khan
Non-Executive Director C
Appointment
Appointed as a Non-Executive Director in July 2018.
Career
Mehmood has been Chief Executive Officer of Life Biosciences Inc. since April 2019. He was previously Vice Chair and Chief Scientific Officer, Global Research and Development, at PepsiCo Inc. Mehmood previously held the position of President, Global Research & Development Centre at Takeda Pharmaceutical Company Limited. He was a faculty member at the Mayo Clinic and Mayo Medical School in Rochester, Minnesota, serving as Consultant Endocrinologist and Director of the Diabetes, Endocrine and Nutritional Trials Unit in the endocrinology division.
Mehmood has a medical degree from the University of Liverpool, is a Fellow of the Royal College of
Nationality American/British Board tenure 3 years, 8 months
Physicians, London and of the American College of Endocrinology, and holds two Honorary PhDs in Humanities and International Law.
Contributions and reason for re-election
Mehmood is a highly skilled medical practitioner and researcher. He brings to the Board extensive experience in both developing and developed markets, adding value to the CRSEC Committee through his knowledge of creating sustainable initiatives, and past experiences of leading research and development efforts to create breakthrough innovations.
Current external appointments
Chief Executive Officer of Hevolution Foundation
Pam Kirby
Non-Executive Director C A N
Appointment
Appointed as a Non-Executive Director in February 2015 and as Chair of the CRSEC Committee in July 2016.
Career
Pam served as Chair of SCYNEXIS, Inc. until June 2015. She was formerly CEO of Quintiles Transnational Corporation and held senior positions in the international healthcare industry at AstraZeneca plc and Hoffman-La Roche. Pam holds a first-class BSc honours degree and a PhD in Clinical Pharmacology from the University of London.
Nationality British Board tenure 7 years, 2 months
Contributions and reason for re-election
Pam brings to the Board extensive knowledge of the healthcare sector and a wealth of international business and pharmaceutical experience. These skills are highly valuable to her role as Chair of the CRSEC Committee.
Current external appointments Non-Executive Director of DCC plc
Non-Executive Director of Hikma Pharmaceuticals plc Member of the Supervisory Board of AkzoNobel N.V.
Elane Stock
Non-Executive Director A
Appointment
Appointed as a Non-Executive Director in September 2018.
Career
Elane has been Chief Executive Officer of ServiceMaster Brands since October 2020. Elane was previously Group President at Kimberly-Clark International where she was responsible for business operations in EMEA, Asia Pacific and Latin America. Prior to this, Elane was Global President at Kimberly-Clark Professional with responsibility for the division selling workplace hygiene and safety products. She has also held the position of Director at Equifax Inc. In her earlier career, Elane was a Partner at McKinsey & Company in the US and Ireland.
Nationality American Board tenure 3 years, 7 months
Elane holds a BA in Political Science from the University of Illinois and an MBA in Finance from The Wharton School of the University of Pennsylvania.
Contributions and reason for re-election
Elane brings great sector-relevant experience and insight of consumer goods products to the Board, particularly in personal care and wellness. She also brings vast knowledge of emerging markets and the changing channels of trade and consumer preferences.
Current external appointments
Chief Executive Officer of ServiceMaster Brands Director of Yum! Brands, Inc.
Alan Stewart
Non-Executive Director R
Nationality British Board tenure 2 months
Appointment
Appointed as a Non-Executive Director and member of the Remuneration Committee in February 2022.
Career
Alan was Chief Financial Officer of Tesco PLC from 2014 to 2021 where he played a key role in the turnaround of Tesco. Prior to his role at Tesco, Alan was CFO of Marks & Spencer Group plc from 2010 to 2014. He previously served as CFO of AWAS, Group Finance Director of WH Smith PLC and CEO and CFO of Thomas Cook Holdings. He also served on the board of Games Workshop Group plc as a Non-Executive Director. Alan is currently a Non-Executive Director of Diageo plc having been
appointed in September 2014, has been a member of the Nomination, Remuneration and Audit Committees of Diageo plc from appointment, and has been Chair of its Audit Committee since 2017.
Contributions and reason for election
Alan brings to the Board significant corporate finance and accounting experience from a variety of industries, including retail, banking and travel, as well as executive leadership experience within a listed company environment.
Current external appointments
Non-Executive Director of Diageo plc