Hilton Food Group PLC Board Changes (0283P)
May 23 2018 - 5:46AM
UK Regulatory
TIDMHFG
RNS Number : 0283P
Hilton Food Group PLC
23 May 2018
Hilton Food Group plc (the "Company")
Board Changes
23 May 2018
The Board of Hilton Food Group plc is pleased to announce the
following changes to the Board:
-- Robert Watson OBE will become Executive
Chairman with effect from 1 July 2018,
and Non-Executive Chairman during 2020;
-- Philip Heffer will be promoted to Chief
Executive Officer ("CEO") with effect from
1 July 2018;
-- Colin Smith OBE, our current Chairman,
will retire from the Board on 1 July 2018;
and
-- Angus Porter has been appointed as a Non-Executive
Director with effect from 1 July 2018.
As part of the succession planning process, Hilton has
considered future changes to its Board of Directors. Given Robert
Watson's experience, and the level of recently won new business
coming on stream over the next few years, the Board is unanimous
that it would be in the best interests of the Company for Robert to
remain within Hilton Food Group.
Following consultation with major shareholders, the Board has
asked Robert to become Executive Chairman until 2020. In this
Executive capacity, Robert will work to integrate the Australian
business as well as focusing on new business development in new
territories and new product categories. Hilton announced on 26
February 2018 an agreement to restructure the Australian meat
processing joint venture, take full operational control of the
Bunbury and Truganina plants from 1 July 2018 and, following a two
year transitional period, acquire the relevant plant assets. It is
planned that on completion of this process in 2020, Robert will
become Non-Executive Chairman of the Company.
Philp Heffer joined Hilton Food Group in 1994 when the business
was founded and, in his current role of Chief Operating Officer, is
responsible for all of Hilton's businesses with its major
customers. The Board believes that Philip has all the necessary
skills to become CEO of the Group and was the unanimous choice. The
Board is delighted that he has accepted the role.
Colin Smith joined Hilton in 2010 as a Non-Executive Director
and was appointed Chairman of the Board in 2016. Colin will step
down from the Board on 1 July 2018.
Angus Porter has been appointed to the Board as a Non-Executive
Director. Angus has extensive knowledge and experience in public
companies and the food and retail sectors with an MA in natural
sciences and PhD from the University of Cambridge. He has held
numerous executive and non-executive roles across a range of
industry sectors including Mars, BT, Abbey National and WPP. Angus
is currently Non-Executive Chairman at McColl's Retail Group plc
and Co-Chairman of Direct Wines Ltd and was formerly Chief
Executive of the Professional Cricketers' Association until 2016,
Non-Executive Director and Senior Independent Director of Punch
Taverns plc until 2017 and Non-Executive Director of TDC A/S
(Denmark) until 14 May 2018. He will join the Audit, Remuneration
and Nominations Committees. No further information is required to
be disclosed under Listing Rule 9.6.13.
John Worby will continue as the Senior Independent Director and
Chair of the Audit Committee and Christine Cross as Non-Executive
Director and Chair of the Remuneration Committee. Robert Watson
will chair the Nominations Committee.
Colin Smith, Non-Executive Chairman, commented:
"Robert was a co-founder of the business in 1994. He was
appointed as CEO in 2002 leading the Company through flotation in
2007 and has delivered considerable growth. We are delighted he
will be staying with the business in an executive capacity for the
next two years to oversee key strategic initiatives. Philip is the
natural successor to Robert given his significant experience and
knowledge of the business and our customer base. We are delighted
to welcome Angus Porter to the Board."
Robert Watson, Chief Executive Officer commented:
"I am delighted to accept the role of Executive Chairman. I have
worked closely with Philip for the past 24 years and I am confident
he is the right person to succeed me as CEO. Colin has made a
significant contribution to Hilton's successful growth over the
last eight years. He leaves with our thanks for his contribution
and with our very best wishes."
The information contained in this announcement constitute
'inside information' under the Market Abuse Regulation
(596/2014).
Enquiries
Hilton Food Group Tel: +44 (0) 1480 387214
Robert Watson OBE, Chief
Executive
John Worby, Senior Independent
Director
Citigate Dewe Rogerson Tel: +44 (0) 207 638
9571
Angharad Couch
Ellen Wilton
Further information
Role details
Following the changes taking effect, Philip Heffer will assume
all operational day to day responsibility for the Group's
operations with the same levels of delegated financial and
operational authority as the CEO role has previously held.
Robert Watson will not be involved in day to day operational
matters beyond those customarily undertaken by the Chairman of the
Board and other than in relation to Australia. During the two year
transitional period as Executive Chairman, he will be committing
significant time integrating the Australian business which will
include multiple visits to Australia.
The Board has been particularly mindful of the requirements of
the UK Corporate Governance Code in making these changes,
particularly in the appointment of the outgoing Chief Executive
Officer to the role of Chairman. However, we have consulted with
major shareholders who are supportive of the changes. In addition,
John Worby will support Robert and the Board as a key independent
contact for shareholders.
The following operational and remuneration arrangements apply to
the changes:
Philip Heffer - Chief Executive Officer
Salary GBP477,000 per annum. Salary will
be reviewed annually reflecting maturity
in the role and growth of the Company
------------------ ------------------------------------------
Notice period Unchanged at 12 months
------------------ ------------------------------------------
Benefits Benefits and Pension contribution
& Pension level to remain unchanged
------------------ ------------------------------------------
Bonus & Incentive Unchanged. 2018 LTIP award to be
Schemes granted based on new CEO salary
------------------ ------------------------------------------
Robert Watson - Chairman
Base fee GBP382,000 per annum as Executive
Chairman based on current salary
adjusted pro rata for reduced time
commitment
------------------ --------------------------------------------
Time commitment 4 days per week as Executive Chairman
reducing to 1-2 days per week as
Non-Executive Chairman
------------------ --------------------------------------------
Term Approximately 2 years as Executive
Chairman following which it is planned
he will become Non-Executive Chairman
------------------ --------------------------------------------
Notice period 12 months as Executive Chairman reducing
to 6 months as Non-Executive Chairman
------------------ --------------------------------------------
Benefits Benefits and Pension contribution
& Pension level to remain unchanged as Executive
Chairman which will cease as Non-Executive
Chairman
------------------ --------------------------------------------
Bonus & Incentive Unchanged as Executive Chairman with
Schemes 2018 LTIP award to be granted based
on new Executive Chairman salary.
Participation will cease as Non-Executive
Chairman and vesting of existing
awards at that time will be adjusted
pro rata accordingly
------------------ --------------------------------------------
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END
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