REG - Rolls-Royce Holdings - Directorate change & withdrawal of AGM resolution

Rolls-Royce HoldingsAnnouncement

10/05/2023 16:00

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RNS Number : 9959Y  Rolls-Royce Holdings plc  10 May 2023

10 May 2023

Rolls-Royce Holdings plc

 

DIRECTOR APPOINTMENT, DIRECTORATE CHANGE, WITHDRAWAL OF AGM RESOLUTION AND
CHANGES TO COMMITTEE STRUCTURE

 

Rolls-Royce Holdings (the Company) (LSE: RR., ADR: RYCEY) is pleased to
announce that it will appoint Stuart Bradie as a Non-Executive Director with
effect from the conclusion of the AGM on 11 May 2023. On joining the Board,
Stuart will be appointed to the Nominations, Culture & Governance
Committee and the Safety, Energy & Tech Committee.

Stuart is currently CEO of KBR, the US listed engineering and technical
government services company.   An engineer at heart, he has over 25 years'
experience leading global, technically oriented businesses and has strong
project management credentials.

Dame Anita Frew said: "I am delighted to welcome Stuart to our Board. He
brings an outstanding track record in driving strategic transformation and
cultural change in international engineering businesses and will be a terrific
addition to the Board."

Stuart Bradie added: "I am delighted to be joining the Rolls-Royce Board. I am
looking forward to contributing to the Rolls-Royce journey at a time of
significant change and opportunity."

In accordance with the Listing Rules, in respect of Stuart Bradie, there are
no additional matters that would require disclosure under 9.6.13R of the
Listing Rules of the UK Financial Conduct Authority in respect of his
appointment.

The Company also announces that Sir Kevin Smith, a Non-Executive Director of
the Company, will step down from the Board having served almost eight years.
Dame Anita Frew, Chair, said: "I would like to thank Sir Kevin for his
commitment and outstanding contribution to the Board during his tenure as a
Non-Executive Director. He has provided significant guidance and insight as a
Non-Executive Director and in his role as Chair of the Science &
Technology Committee while also acting as Senior Independent Director until
last year.  He led the Chair succession process and has been instrumental in
the CEO transition.  We wish him well for the future".

As a result, Sir Kevin Smith will not be standing for re-election at the
Company's Annual General Meeting (AGM) to be held on Thursday, 11 May 2023. As
the Company's AGM Notice has already been issued, the Company confirms that
the resolution to re-elect Sir Kevin Smith as a Non-Executive Director of the
Company (Resolution 12) is now withdrawn.

The withdrawal of Resolution 12 does not otherwise affect the validity of the
Notice of Meeting, the proxy form or any proxy votes already submitted on
other proposed resolutions. The numbering of all other proposed resolutions at
the AGM will remain unchanged.

This announcement is made in compliance with the Company's obligations under
Listing Rule 9.6.11.

Finally, the Company announces that, following a review of its Board and
Executive committee structure, a new committee of the Board, the Safety,
Energy & Tech Committee, is being created with effect from the conclusion
of the AGM to focus on safety, the energy transition agenda and provide
oversight and assurance of the Company's scientific and technological
strategy, processes and investments. This Committee will be chaired by Wendy
Mars, Non-Executive Director. In addition, we have widened the remit of our
Nominations & Governance Committee to focus also on ethics and culture and
we have renamed this the Nominations, Culture & Governance Committee. Dame
Anita Frew will continue to chair this Committee. With these changes, the last
meetings of the Company's Safety, Ethics & Sustainability Committee and
the Science & Technology Committee were held in February this year.

 

For further information please contact:

Pamela Coles, Chief Governance Officer

governanceteam@rolls-royce.com

Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69

 

 

 

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