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Samsonite Group S.A. Board/Management Information 2022

Apr 13, 2022

50259_rns_2022-04-13_ebe99e2b-a767-4976-9fbb-6baa76a80272.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159.469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

ACKNOWLEDGEMENT OF RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

RETIREMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board of Directors (the "Board") of Samsonite International S.A. (the "Company") announces that (a) Mr. Keith Hamill will resign from the Board and will cease to act as an independent non-executive Director of the Company from the conclusion of the annual general meeting of the Company to be convened on June 2, 2022 (the "Annual General Meeting"), such resignation to be acknowledged by the shareholders of the Company (the "Shareholders") at the Annual General Meeting; (b) Mr. Bruce Hardy McLain will retire by rotation as an independent non-executive Director of the Company with effect from the conclusion of the Annual General Meeting and has not offered himself for re-election; and (c) Ms. Angela Iris Brav and Ms. Claire Marie Bennett are proposed to be appointed as independent non-executive Directors of the Company at the Annual General Meeting.

Acknowledgement of Resignation of an Independent Non-executive Director

Mr. Hamill has been an independent non-executive Director of the Company since June 2014 and was a non-executive Director of the Company from May 2011 until June 2014. He is also the chairman of the Remuneration Committee and a member of the Audit Committee. Mr. Hamill had expressed his decision to retire from the Board with effect from the Annual General Meeting as explained in the Letter from the Board to the Shareholders of the Company in the circular to Shareholders dated April 16, 2021.

Mr. Hamill has confirmed that there is no disagreement with the Board and there is no matter in relation to his retirement that needs to be brought to the attention of the Shareholders of the Company.

It is proposed that the resignation of Mr. Hamill as an independent non-executive Director of the Company be acknowledged by the Shareholders at the Annual General Meeting.

The Board would like to express its gratitude to Mr. Hamill for his valuable efforts and contributions to the Company during his tenure of office.


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Retirement of an Independent Non-executive Director

Mr. Bruce Hardy McLain will retire by rotation as an independent non-executive Director of the Company with effect from the conclusion of the Annual General Meeting and has not offered himself for re-election.

Mr. McLain has been an independent non-executive Director of the Company since June 2014 and was a non-executive Director of the Company from May 2011 until June 2014. He is also a member of the Remuneration Committee.

Mr. McLain has confirmed that there is no disagreement with the Board and there is no matter in relation to his retirement that needs to be brought to the attention of the Shareholders of the Company.

The Board would like to express its gratitude to Mr. McLain for his valuable efforts and contributions to the Company during his tenure of office.

Proposed Election of Independent Non-executive Directors

In accordance with Article 8.1 of the Articles of Incorporation and following the review of the Board's composition, Ms. Angela Iris Brav and Ms. Claire Marie Bennett are proposed to be appointed as independent non-executive Directors of the Company at the Annual General Meeting for a term of three years, upon the expiry of which each shall be eligible for re-election, subject to the approval of Shareholders at the Annual General Meeting.

Biographical Details of Ms. Angela Iris Brav

Ms. Angela Iris Brav, aged 59, has served as President, International of Hertz Global Holdings, Inc., a Nasdaq-listed global rental car company, since November 2019. Prior to joining Hertz, Ms. Brav was Principal and Owner at AB Consulting & Advisors, a hospitality and entrepreneurial consulting firm she founded in January 2018. From August 2011 until December 2017, Ms. Brav served as Chief Executive Officer, European Region for InterContinental Hotels Group PLC ("IHG"), a global hospitality company listed on the London Stock Exchange and the New York Stock Exchange. Ms. Brav served as Chief Operating Officer for the Americas region of IHG from August 2009 until July 2011. She was previously a senior executive in various operational and strategic roles at IHG. Ms. Brav previously served as a non-executive director of U.K.-based Mothercare, Plc, and is a member of the Board of Trustees of Flagler College, St. Augustine, Florida, USA.

Ms. Brav holds a BBA in Business Management from Baker College, Oswosso, Michigan, USA (2009).

Subject to the approval of Shareholders at the Annual General Meeting, Ms. Brav will enter into an appointment letter that can be terminated by the Company at any time and for the year ending December 31, 2022 she will be entitled to receive remuneration in her capacity as an independent non-executive Director of US$84,500 (approximately pro-rated based on annual fees of US$145,000 from June 2, 2022 to December 31, 2022). She is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles of Incorporation of the Company.

Ms. Brav does not have any interests in the shares or underlying shares in the Company (within the meaning of Part XV of the Securities and Futures Ordinance). She does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.


Biographical Details of Ms. Claire Marie Bennett

Ms. Claire Marie Bennett, aged 56, has served as Global Chief Customer Officer of InterContinental Hotels Group PLC (“IHG”), a global hospitality company listed on the London Stock Exchange and the New York Stock Exchange, since October 2020. She previously served as Global Chief Marketing Officer of IHG from October 2017 until October 2020. Prior to joining IHG, Ms. Bennett spent 11 years at The American Express Company, a New York Stock Exchange listed credit card services company, in a range of senior leadership roles including General Manager, Global Travel and Lifestyle (2013 – 2017), Executive Vice President and General Manager, Consumer Loyalty (2012 – 2013), Senior Vice President and General Manager, U.S. Consumer Travel (2009 – 2012) and Senior Vice President, Global Brand Management (2006 – 2009). Ms. Bennett also held various marketing and finance positions at Dell Computer Corporation and Pepsico (Quaker Oats Company). Ms. Bennett previously served as a non-executive director of Tumi Holdings, Inc. (2013-2016) and has served on various industry advisory boards.

Ms. Bennett holds an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University, Evanston, Illinois, USA (1992) and a BS in Accounting from Indiana University, Bloomington, Indiana, USA (1988). Ms. Bennett is a certified public accountant.

Subject to the approval of Shareholders at the Annual General Meeting, Ms. Bennett will enter into an appointment letter that can be terminated by the Company at any time and for the year ending December 31, 2022 she will be entitled to receive remuneration in her capacity as an independent non-executive Director of US$84,500 (approximately pro-rated based on annual fees of US$145,000 from June 2, 2022 to December 31, 2022). She is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles of Incorporation of the Company.

Ms. Bennett does not have any interests in the shares or underlying shares in the Company (within the meaning of Part XV of the Securities and Futures Ordinance). She does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters relating to the appointment of Ms. Brav and Ms. Bennett that need to be brought to the attention of the Shareholders.

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
Timothy Charles Parker
Chairman

Hong Kong, April 13, 2022

As of the date of this announcement, the Executive Director is Kyle Francis Gendreau, the Non-Executive Director is Timothy Charles Parker and the Independent Non-Executive Directors are Paul Kenneth Etchells, Jerome Squire Griffith, Keith Hamill, Tom Korbas, Bruce Hardy McLain (Hardy) and Ying Yeh.

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