AGM Information • Mar 15, 2018
AGM Information
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Notice of the 58th Annual General Meeting of Provident Financial plc
10.00 am on 9 May 2018 No.1 Godwin Street Bradford BD1 2SU
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you should contact your stockbroker, bank manager, solicitor, accountant or other independent professional advisor immediately who, if you are taking advice in the United Kingdom, is duly authorised pursuant to the Financial Services and Markets Act 2000 or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in Provident Financial plc, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
No. 1 Godwin Street Bradford West Yorkshire BD1 2SU
15 March 2018
Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which will be held at our head office at No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU on Wednesday, 9 May 2018 at 10.00am. Directions and a map of how to get to our offices are set out on page 10. I look forward to welcoming you to the Meeting and to our offices. Light refreshments will be available on arrival.
Full details of the resolutions that will be put to shareholders, including explanatory notes, are set out in the formal Notice of Meeting which is set out on pages 4 to 9 of this document.
As previously announced, in light of the disruption to trading in 2017, the Board will not be recommending a final dividend payment in respect of the 2017 financial year.
The Company announced a 17 for 24 fully underwritten £331 million rights issue on 27 February 2018 (the "Rights Issue"). The Company intends to seek the necessary authority for the Rights Issue at the general meeting of the Company to be held on 21 March 2018, for which shareholders should already have received a separate notice of general meeting.
As a consequence of the anticipated Rights Issue, all the authorities being proposed for approval at the AGM have been calculated taking account of an additional number of ordinary shares of the Company to be allotted and issued pursuant to the Rights Issue, subject to shareholder approval. If the Rights Issue does not complete, and the authorities granted at the AGM are exercised, the directors will only exercise those authorities up to the limits recommended by corporate governance guidelines and the Pre-Emption Group based on the issued share capital of the Company at the date of this Notice.
Amongst the resolutions being proposed this year, I would like to draw your attention specifically to the following resolutions:
This ordinary resolution seeks shareholder approval for the annual report on remuneration and the annual statement by the chairman of the remuneration committee, which together form the directors' remuneration report. The directors' remuneration report can be found on pages 102 to 119 (inclusive) of the Annual Report and Financial Statements 2017.
The annual report on remuneration gives details of (a) the implementation of the Company's current remuneration policy during the year ended 31 December 2017 and (b) how the remuneration policy will be applied in practice during the 2018 financial year in terms of payments and share awards. As in previous years, this resolution will be advisory in nature and the directors' entitlement to remuneration is not conditional on the resolution being passed.
Each year at the AGM, shareholders are invited to grant the board a power to allot shares for cash (otherwise than in connection with a rights issue or a similar pre-emptive issue) without first offering those shares to existing shareholders in proportion to their existing holdings. This power to disapply pre-emption rights was amended in 2016 in line with the revised guidelines on the disapplication of pre-emption rights issued by The Pre-Emption Group in 2015.
Specifically, the guidelines were relaxed to allow companies the opportunity to finance expansion opportunities as and when they arise.
The board would like to continue to have the flexibility that this change affords and accordingly, the Company is again seeking, in addition to the customary disapplication power over 5% of the total issued equity share capital of the Company which is sought under Resolution 14, a disapplication power over a further 5% of the total issued equity share capital of the Company (provided that the additional power sought under Resolution 15 is only used in connection with acquisitions and specified capital investments). Further information is set out in the notes to Resolutions 14 and 15, both of which are special resolutions.
The board considers that all resolutions proposed are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your board unanimously recommends that shareholders vote in favour of them.
If you are unable to attend the AGM, you may submit questions relating to the business to be conducted at the AGM in advance, by email to [email protected] by no later than 8 May 2018. We will consider all questions received and, if appropriate, address them at the AGM.
Whether or not you propose to attend the AGM, please complete and submit a proxy appointment form in accordance with the Explanatory Notes to the Notice of the Meeting set out on pages 8 and 9. All shareholders who are entitled to attend and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. The proxy appointment form must be received at the address for delivery specified in the Explanatory Notes by 10.00am on Monday 7 May 2018.
Your vote is important to the Company and I encourage you to vote on all shareholder matters. In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company is considering not providing paper proxy cards for future AGMs and you may be required to vote online.
Yours faithfully
Interim non-executive Chairman
The Fifty-Eighth Annual General Meeting of Provident Financial plc will be held at No.1 Godwin Street, Bradford, West Yorkshire BD1 2SU on Wednesday 9 May 2018 at 10.00am.
Shareholders will be asked to consider and pass the resolutions below. Resolutions 13 to 16 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
An ordinary resolution will be passed at the Meeting on a show of hands if it is passed by a simple majority of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote. A special resolution will be passed at the meeting on a show of hands if it is passed by a majority of not less than 75% of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote.
For ease of reference, the formal resolutions are in bold black text.
The directors' and auditor's reports and the audited financial statements of the Company for the year ended 31 December 2017, together with the Annual Report and Financial Statements 2017 (the annual report) have been made available to shareholders and will be presented at the AGM. The annual report may also be accessed on the Company's website at www.providentfinancial.com. In accordance with the UK Corporate Governance Code 2016, the Company proposes this resolution on the annual report at the AGM.
The directors' annual report on remuneration for the year ended 31 December 2017 is contained in the annual report. It may also be accessed on the Company's website at www.providentfinancial.com. in the Investors section. This vote is advisory only and does not affect the actual remuneration paid to any individual director.
The directors' remuneration policy was approved by shareholders at the AGM on 12 May 2017 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2020. A summary of the directors remuneration policy can be found on pages 120 to 126 of the annual report and the full remuneration policy can be found on the company's website at
Ordinary Resolution 3: That Malcolm Le May be reappointed as a director of the Company.
Ordinary Resolution 4: That Andrew Fisher be reappointed as a director of the Company.
Ordinary Resolution 5: That Stuart Sinclair be reappointed as a director of the Company.
Ordinary Resolution 6: That Andrea Blance be reappointed as a director of the Company.
Ordinary Resolution 7: That John Straw be reappointed as a director of the Company.
The Articles of Association of the Company state that each director should retire, but may be reappointed, at least at every third AGM as well as the first AGM following appointment. Furthermore, each director must offer himself for reappointment annually once he/ she has served for nine years or more. However, in accordance with the annual reappointment recommendations of the UK Corporate Governance Code 2016 all directors will, as in previous years, retire at the AGM and offer themselves for reappointment.
There is information about all the directors and the board committees on which they sit in Appendix I on pages 11 to 13 of this document and on pages 68 and 69 of the annual report.
In accordance with the UK Corporate Governance Code 2016, confirmation is given by the Chairman and the Senior Independent Director that a formal performance evaluation has been carried out and each of the directors to be reappointed continue to be an effective member of the board and to demonstrate commitment to the role. Rob Anderson's term of office was due to expire on 30 March 2018. However, given the significant number of changes to the board composition in 2017, the board determined that the Company would benefit from stability by retaining his knowledge and experience gained over the previous nine years. Accordingly, he has agreed to continue as a non-executive director and his term of office has been extended to 31 December 2018 pending the appointment of further non-executive directors to strengthen the board.
The Company is obliged by law to appoint an auditor annually to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid. Deloitte LLP were first appointed by the Company at the 2013 AGM. This resolution proposes that Deloitte LLP now be reappointed as the Company's auditor following recommendation from the audit committee.
This resolution authorises the audit committee to set the auditor's remuneration.
Ordinary Resolution 11: That from the date of this resolution until the earlier of 30 June 2019 and the conclusion of the Company's next annual general meeting, the Company and all companies that are subsidiaries at any time during such period are authorised to:
a. make political donations to political parties and/or independent election candidates;
up to an aggregate total amount of £50,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such a rate as the board may decide is appropriate. Terms used in this resolution have, where applicable, the meanings they have in Part 14 of the Companies Act 2006 on "Control of Political Donations and Expenditure".
This resolution renews the resolution that was passed at the 2017 AGM and seeks approval from shareholders to enable the Company to make political donations or incur political expenditure which it would otherwise be prohibited from making or incurring by the Companies Act 2006.
Amongst other things, the Companies Act 2006 prohibits companies and their subsidiaries from making political donations, or incurring political expenditure in excess of an aggregate of £5,000 in relation to a political party or other political organisation or an independent election candidate in any 12 month period unless such donations and expenditure have been approved in advance by the Company's shareholders. The Company and its subsidiaries do not currently make donations to political parties and do not intend to do so in the future. However, the Companies Act 2006 contains wide definitions of "political donation", "political organisation", "political expenditure" and "political party" and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the shareholders' interests for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community or sections of it or special interest groups. If this resolution is passed the Company and its subsidiaries will be authorised to make political donations and incur political expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. It will allow the Company and its subsidiaries to provide financial and other support to organisations which it is in the shareholders' interests for the Company to support.
As permitted under the Companies Act 2006, the resolution extends not only to the Company but to all companies which are subsidiaries of the Company at any time during which the authority is in place.
Ordinary Resolution 12: That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that:
b. this authority shall expire on 30 June 2019 or, if earlier, on the conclusion of the Company's next annual general meeting;
c. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry; and
The directors are currently authorised to allot shares (which include ordinary shares and preference shares) in the Company and to grant rights to subscribe for or convert any security into shares but the authority is due to expire at the 2018 AGM. In accordance with best practice the directors are seeking the annual renewal of this authority. The authority granted at the 2017 AGM will be revoked although such revocation will not have retrospective effect. Any authority granted at the General Meeting convened for 21 March 2018 (which is intended to permit the Rights Issue to proceed) shall not be revoked.
This resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate nominal value equal to £17,321,084 (representing 83,566,637 ordinary shares). This represents approximately 33% of the total issued equity share capital of the Company (on the basis of the Company's expected issued ordinary share capital following completion of the Rights Issue). The renewed authority will remain in force until 30 June 2019 or, if earlier, the conclusion of the Company's next AGM. As at 9 March 2018, the Company did not hold any treasury shares.
The directors have no present intention of exercising this authority. The purpose of giving the directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise.
If the Rights Issue does not complete, and the authority granted in this resolution is exercised, the directors will only exercise the authority up to limits recommended by corporate governance guidelines and the Pre-Emption Group based on the issued share capital of the Company at the date of this Notice.
Special Resolution 13: That the Company be generally and unconditionally authorised, for the purpose of section 701 of the Companies Act 2006, to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its own ordinary share of 208/11p each ("ordinary shares"), such power to be limited:
in each case exclusive of expenses;
such power to expire on 30 June 2019 or, if earlier, on the conclusion of the Company's next Annual General Meeting; but in each case so that the Company may, before such expiry, enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
This resolution renews the authority given to the Company at the 2017 AGM to purchase its own shares in the market. No shares were purchased pursuant to that authority. The resolution sets out the maximum number of shares which may be purchased, which is approximately 10% of the total expected issued equity share capital of the Company following completion of the Rights Issue, the highest and lowest prices which may be paid and the date when this authority expires. If any shares are purchased, they will be either cancelled or held as treasury shares, as determined by the directors at the time of purchase on the basis of shareholders' best interests. If the directors decide to hold them as treasury shares, then any subsequent issue of these treasury shares for the purposes of equity-based incentive schemes will be treated as being included in the 10% anti-dilution limit in those schemes.
The directors are committed to managing the capital of the Company effectively. Any purchases would be made only if to do so would result in an increase in earnings per share of the Company and would be in the best interests of the Company and of shareholders generally. Earnings per share is the profit after tax of the Company divided by the weighted average number of shares in issue during the year. The directors have no present intention of making purchases of the Company's shares pursuant to this authority.
As at 9 March 2018 there were options/awards outstanding over 1,924,233 ordinary shares in the capital of the Company which represents 1.298% of the Company's total issued equity share capital as at that date. As at 9 March 2018 (being the latest practicable date prior to the publication of this document) the Company did not hold any treasury shares.
In connection with the Rights Issue, the number of options/awards outstanding may be adjusted as appropriate by the remuneration committee in due course. If the Rights Issue were to complete and the remuneration committee were to adjust the number of options/awards outstanding using the standard adjustment formula and the authority to purchase the Company's ordinary shares was executed in full, the options/awards outstanding would represent 1.048% of the total issued equity share capital of the Company at that time (calculated using the closing price of £9.36 on 9 March 2018).
If the Rights Issue does not complete, and the authority granted in this resolution is exercised, the directors will only exercise the authority up to limits recommended by corporate governance guidelines based on the issued share capital of the Company at the date of this Notice.
Special Resolution 14: That the directors be empowered to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 12, as set out in the Notice of this Meeting, and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited to:
a. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or an invitation to apply for, equity securities (whether by way of rights issue, open offer or otherwise):
subject to any limits, restrictions or arrangements which the board considers 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
b. the allotment of equity securities and/or sale of treasury shares for cash (other than pursuant to paragraph a. above) up to an aggregate nominal amount of £2,624,406,
such power to expire when the authority conferred on the directors by Resolution 12 in the Notice of this Meeting expires save that, before the expiry of this power, 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 power ends and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This resolution seeks to renew the directors' power granted at the 2017 AGM to allot equity securities for cash and to sell treasury shares other than to existing holders of ordinary shares in proportion to their holdings.
Equity securities are ordinary shares in the Company (but do not include shares which are allotted under employee share schemes). This power is limited to an offer of equity securities by way of a rights issue or an open offer or similar procedure under which the Company offers existing shareholders the chance to acquire new shares.
The number of shares they can acquire depends on the number of shares they already own. This is one way by which companies can raise extra capital. However, the rules in some countries make it difficult to include shareholders in those countries in such offers.
The power given by this resolution means that the directors can make separate arrangements for those shareholders. The directors may also make separate arrangements for any fractions of shares which are left over.
In addition, this power allows the directors to issue ordinary shares for cash or sell treasury shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment) without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,406. This is approximately 5% of the total expected issued equity share capital of the Company following completion of the Rights Issue.
If the Rights Issue does not complete, and the authority granted in this resolution is exercised, the directors will only exercise the authority up to limits recommended by corporate governance guidelines and the Pre-Emption Group based on the issued share capital of the Company at the date of this Notice.
All powers to disapply pre-emption rights previously conferred on the board will be revoked, provided that such revocation does not have retrospective effect. The power granted under Resolution 20 in 2017 was not exercised by the directors.
The board confirms its intention to follow the provisions of The Pre-Emption Group's Statement of Principles (Principles) regarding cumulative uses of powers within a rolling three year period.
Those Principles provide that a company should not issue for cash shares representing more than 7.5% of the Company's total issued equity share capital in any rolling three year period, other than to existing equity shareholders, without prior consultation with shareholders.
This 7.5% limit excludes (i) equity securities issues pursuant to a specific disapplication of pre-emption rights; and (ii) equity securities issued pursuant to a general disapplication authority in connection with an acquisition or specified capital investment.
Special Resolution 15: That, in addition to the power contained in Resolution 14 set out in the Notice of this Meeting, the directors be empowered to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 12, as set out in the Notice of this Meeting, and to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be:
such power to expire when the authority conferred on the directors by Resolution 12 in the Notice of this Meeting expires save that, before the expiry of this power, 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 power ends and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
In accordance with the guidelines issued by The Pre-Emption Group and endorsed by The Investment Association, this resolution seeks to afford the directors an additional power to issue ordinary shares for cash or sell treasury shares for cash without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,406. This is approximately 5% of the total expected issued equity share capital of the Company following completion of the Rights Issue.
If the Rights Issue does not complete, and the authority granted in this resolution is exercised, the directors will only exercise the authority up to limits recommended by corporate governance guidelines and the Pre-Emption Group based on the issued share capital of the Company at the date of this Notice.
The board confirms that it intends to use any power conferred by Resolution 15 only in connection with an acquisition or a specified capital investment 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 Principles define a 'specified capital investment' as 'one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the listed 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'. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as being within this definition.
This resolution renews an authority given at the 2017 AGM and is required as a result of section 307A of the Companies Act 2006 coming into force. The Company currently has power under its Articles of Association to call general meetings (other than annual general meetings) on at least 14 clear days' notice and would like to preserve this ability. In order to do so, shareholders must approve the calling of general meetings on at least 14 clear days' notice. This special resolution seeks such approval. This approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be in the best interests of shareholders as a whole.
The Company notes the notice period provision in the UK Corporate Governance Code 2016 which recommends at least 14 working days' notice be given for all general meetings (other than annual general meetings). The Company intends to comply with this Code provision in the same way that it currently complies with the 20 working days' notice provision applicable to annual general meetings.
By order of the board
Registered Office:
No.1 Godwin Street Bradford West Yorkshire BD1 2SU Kenneth J Mullen Registered in England and Wales General Counsel
No. 668987 and Company Secretary
15 March 2018
To be valid, a proxy form must be completed in accordance with the instructions that accompany it and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF so as to be received by 10.00am on Monday 7 May 2018.
Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received at the same time as the instructions.
Members who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically, as explained below. If an instrument of proxy is not received in a manner or within the time limits set out in this Notice it shall be invalid, unless and to the extent that the board, in its absolute discretion in relation to any such instrument, waives any such requirement. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he/she so wish.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member 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 member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. The rights described in Note 1 can only be exercised by members of the Company.
CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Information for members
9.00am – Doors open and registration commences on Level 1 at No. 1 Godwin Street, Bradford BD1 2SU.
10.00am – Annual General Meeting commences.
Our Head Office is located in the centre of Bradford, near to the Alhambra theatre.
Bradford Interchange is the nearest train station to No.1 Godwin Street and is approximately five minutes' walk. Come out of the Interchange, down the hill and over the crossing towards City Hall. Continue past City Hall, turn left and walk through Centenary Square from where the Provident Financial building will be in sight. At the traffic lights, cross over at the crossing. Alternatively, Bradford Foster Square train station is approximately 10 minutes' walk.
Bus stops closest to the building are 'Thornton Road T6' for services 615 & 616 towards Allerton, Bingley, Cottingley, Eldwick and St Ives and West Holme Street for services 636 & 637 towards Clayton. Most, if not all bus services operate from the Interchange, but there are other central points located on Sunbridge Road and Hall Ings with most services running every 10 minutes.
To get to No.1 Godwin Street from Bradford Interchange (which is also the bus station), see rail directions above.
If arriving from Skipton or Keighley via the A629/A650, follow the signs for the M62/M606 into Bradford City Centre and then follow the signs for the M62/M606 into Bradford City Centre and then follow the signs for Bradford Theatres. No 1 Godwin Street is located near the Alhambra theatre.
Stuart Sinclair (64) Interim non-executive Chairman Appointed to the board: 1 October 2012 Appointed as SID: 27 November 2017 Appointed as Interim non-executive Chairman: 2 February 2018 Committee membership: Audit committee, remuneration committee and disclosure committee. Chairman: Nomination committee and risk advisory committee.
Chairman of GE Capital China and GE Capital Bank (UK), chief executive officer of Tesco Personal Finance, director of Virgin Direct, director of Retail Banking at The Royal Bank of Scotland, non-executive director at Liverpool Victoria and TSB plc, council member of the Royal Institute for International Affairs (Chatham House) and senior independent director of Swinton Group Limited.
Senior independent director of QBE Insurance (Europe) Limited and QBE Underwriting Limited, non-executive director of Lloyds Banking Group Limited, Bank of Scotland plc and HBOS plc.
Malcolm Le May (60)
Chief Executive Officer Appointed to the board: 1 January 2014 Appointed as Interim Executive Chairman: 24 November 2017 Appointed as Chief Executive Officer: 2 February 2018 Committee membership: None Chairman: Executive committee and disclosure committee.
Co-head of banking for Barclays New York, head of investment banking Europe at UBS, global head of corporate and investment banking at ING Barings, deputy CEO at Morley Fund Management (now Aviva Investors), president of JER Europe, senior independent director at Pendragon plc and non-executive director of RSA Insurance Group plc.
Senior independent director of IG Group Holdings plc, non-executive director of Hastings Holdings plc (up until 1 May 2018), senior advisor to Heidrick & Struggles, trustee of the Grange Festival and partner at Opus Corporate Finance and Juno Capital LLP.
Finance director of Premier Farnell plc and partner at Price Waterhouse LLP.
Non-executive director of Arrow Global Group plc.
Appointed to the board: 1 March 2017 Appointed as Senior Independent Director: 2 February 2018 Committee membership: Nomination committee and risk advisory committee. Chairman: Audit committee and remuneration committee.
Executive committee member of Legal & General Group plc holding various senior leadership roles over a 29 years career including Divisional Chief Financial Officer, Group Financial Controller, Group Chief Risk Officer and Strategy & Marketing Director.
Non-executive director at Scottish Widows Group, Lloyds Banking Group Insurance Division and the Mentoring Foundation.
Independent non-executive director Appointed to the board: 2 March 2009
Committee membership: Remuneration committee and nomination committee. Chairman: None.
Director of Childrenswear business unit of Marks & Spencer and chief executive officer of Signet Jewelers Limited's UK Division.
None.
Appointed to the board: 1 January 2017
Committee membership: Nomination committee, risk advisory committee and audit committee.
Chairman: None.
Experienced digital entrepreneur who has lead and advised on critical digital transformations across a number of sectors.
Founder and chief executive officer of NetRank Ltd. Head of the digital advisory board of Premier Farnell plc, various digital transformation positions at Internet Marketing Ltd, chairman of the digital advisory board of Thomas Cook Group plc and author of a book on disruptive technology (iDisrupted).
Senior advisor at McKinsey and Co, IBM, and Bought by Many Ltd, and non-executive director of CTRLio Ltd.
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