Glanbia Co-op sees representation on PLC board reduced

Glanbia Co-operative Society has seen its representation on the board of Glanbia plc reduce in line with a previous agreement between both parties.

In an update to the stock market Glanbia plc, said it has been informed by Glanbia Co-operative Society Limited of its ten nominated directors for the Board of Glanbia plc for 2016.

In accordance with previous agreements with the plc the co-op Nominee Directors on the Board of Glanbia plc will reduce from fourteen to ten members for 2016 and 2017.

Tom Grant, Brendan Hayes, Patrick Hogan and Eamon Power have accordingly retired as Directors of Glanbia plc with immediate effect.

Glanbia plc, has entered into a written legally binding agreement with Glanbia Co-operative Society Limited that provides that the governance arrangements with respect to the composition and size of the Board.

This Relationship Agreement was amended in 2015 to reflect the agreement between the Company and the Society to further reduce the Society’s representation on the Board. This was agreed as part of the Society’s decision to reduce its shareholding to 36.5% of the Company.

Glanbia Co-op currently owns 36.5% of the issued share capital of the Company. During 2012 (and amended in 2015), the Society and the Board agreed the following changes, which will impact the composition and size of the Board in the coming years:

  • For 2016 and 2017, the number of Society Nominee Directors on the Board will reduce to ten members;
  • For 2018 and 2019 the number of Society Nominee Directors on the Board will reduce to eight;
  • From 2020 the number of Society Nominee Directors on the Board will reduce to seven;
  • The Group Chairman of the Company will be a Society Nominee until 2020; and
  • Up to eight of the Directors on the Board will be composed of Executive Directors and Non-Executive Directors who are independent of the Society.

In addition, Glanbia told the stock market today that if the number of Non-Society Nominees on the Board changes, the number of Society Nominees on the Board will change on a pro rata basis.

Further, it says if the Society’s shareholding in the Company falls below 33% of the issued share capital, discussions will take place regarding a further reduction in the size of the Society’s representation on the Board.

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