23 April 2012
SABMiller plc - Directorate and Senior Management Changes
SABMiller announces today a number of directorate and senior management changes that will all become effective from the date of this year's annual general meeting on 26 July 2012.
Meyer Kahn, who first joined the group in 1966, and who has been Chairman of SABMiller plc since its primary listing on the London Stock Exchange in 1999, will retire as Chairman after 46 years of service with the Group.
Graham Mackay, who joined the group in 1978 and who has been Group Managing Director since 1997 and Chief Executive since 1999, will become Executive Chairman, with the intention that he will continue in that role for one year, before becoming Non-Executive Chairman at the annual general meeting in 2013.
Alan Clark, currently managing director of SABMiller Europe, will be appointed as Chief Operating Officer of the Group, and as an executive director, with the intention that he will succeed Graham Mackay as Chief Executive at the annual general meeting in 2013.
John Manser, currently the Senior Independent Non-Executive Director and Chairman of the Audit Committee, will in addition become Deputy Chairman of the board.
The board has appointed five new independent non-executive directors over the past four years, and remains committed to its policy of progressive renewal of the board and the independent directors.
SABMiller is today writing to all shareholders to explain the process which has been followed and the board's reasons for these appointments. A copy of the letter is set out in full as an appendix to this announcement, and is available on SABMiller's website at www.sabmiller.com.
Sue Clark, currently the Group's Director of Corporate Affairs, will succeed Alan as managing director of SABMiller Europe. Sue's successor will be announced in due course.
Commenting on Meyer Kahn's retirement and Graham Mackay's appointment, John Manser said:
"The senior management team at SABMiller has been one of the most stable and consistent in the FTSE 100, with the Chairman and Chief Executive being amongst the longest serving in their respective posts. Under Meyer Kahn's extraordinary leadership, both as group managing director and latterly as Chairman, the Group has grown from its South African roots to become one of the world's largest and most respected brewers. The Group and its shareholders owe a huge debt to Meyer and to the executives whom he has developed and who have worked so closely with him over his years at the helm.
"The Board has unanimously concluded that Graham Mackay is the outstanding candidate to succeed Meyer as Chairman. Graham has 34 years of service with the Group: he is highly regarded in the industry and among all stakeholders, and we firmly believe that he is the right person to lead the board and to represent SABMiller externally at the highest level."
General Counsel and Group Company Secretary
Notes to Editors
Meyer Kahn (72)
BA (Law), MBA, DCom (hc), SOE
Meyer Kahn joined the group in 1966 and occupied executive positions in a number of the group's former retail interests before being appointed to the board of The South African Breweries Limited (SAB Ltd) in 1981. He was appointed Group Managing Director in 1983 and Executive Chairman in 1990. In 1997, he was seconded full-time to the South African Police Service as its Chief Executive, serving for two and a half years. He was appointed Chairman of South African Breweries plc upon its listing on the London Stock Exchange in 1999. Among other awards, he holds an honorary doctorate in commerce from the University of Pretoria and was awarded The South African Police Star for Outstanding Service (SOE) in 2000.
Graham Mackay (62)
BSc (Eng), BCom
Graham Mackay joined SAB Ltd in 1978 and has held a number of senior positions in the group, including Executive Chairman of the beer business in South Africa. He was appointed Group Managing Director in 1997 and Chief Executive of South African Breweries plc upon its listing on the London Stock Exchange in 1999. He is the Senior Independent Non-Executive Director of Reckitt Benckiser Group plc and a non-executive director of Philip Morris International Inc.
Alan Clark (52)
MA, DLitt et Phil
Dr Clark was appointed Managing Director, SABMiller Europe in 2003. He has an MA in clinical psychology and obtained a doctorate in literature and philosophy from the University of South Africa. Before leaving academia to set up his own private practice in clinical psychology, he became an associate professor at the Centre for Cognitive Development at Vista University in South Africa. Dr Clark joined SAB Ltd in 1990 as Training and Development Manager, before becoming a general manager at the Alrode brewery in Johannesburg. He went on to serve as operations director and then as marketing director for SAB Ltd, before being appointed chief executive of SABMiller's soft drinks operations in South Africa.
John Manser (72)
CBE, DL, FCA
John Manser joined the board in 2001. He is Chairman of Shaftesbury PLC and was Chairman of Intermediate Capital Group plc and Deputy Chairman of Colliers CRE plc until 2010. He was previously Chairman of Hiscox Investment Management Ltd, London Asia Chinese Private Equity Fund Limited and Robert Fleming Holdings Limited, a former member of the President's Committee of the British Banking Association, a director of the Securities and Investments Board between 1986 and 1993 and is a past Chairman of the London Investment Banking Association.
Sue Clark (47)
BSc (Hons), MBA
Sue Clark joined the Group in 2003 as Director of Corporate Affairs and as a member of the Group Executive Committee. Before this, she held a number of senior executive roles in UK companies, including director of corporate affairs at Railtrack Group from 2000 to 2003 and director of corporate affairs at Scottish Power plc from 1996 to 2000. Sue is a Trustee of the Clore Social Leadership Programme.
FULL TEXT OF THE LETTER TO SABMILLER'S SHAREHOLDERS
FROM JOHN MANSER, SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
23 April 2012
Changes to the Board and senior management of SABMiller plc
On 23 April 2012, SABMiller announced a number of changes to the Board and senior management which will take place at this year's annual general meeting on 26 July 2012.
These include the retirement of Meyer Kahn as Chairman; the appointment of Graham Mackay as Executive Chairman for an interim period of one year; and the appointment of Alan Clark as an executive director and as Chief Operating Officer, with the intention that he will succeed Graham Mackay as Chief Executive at the end of that interim period, when Graham Mackay will become Non-Executive Chairman. A copy of the announcement is attached.
The UK Corporate Governance Code recommends that a chief executive should not go on to be chairman of the same company and that if, exceptionally, a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in its next annual report. The Code also recommends that the roles of chairman and chief executive should not be exercised by the same individual and that the division of responsibilities between the chairman and chief executive should be clearly established, set out in writing and agreed by the board.
I am therefore writing to you today on behalf of all of your directors to explain why the board considers that these appointments are in the best interests of SABMiller and will promote the success of SABMiller for the benefit of shareholders as a whole.
The senior management team at SABMiller has been one of the most stable and consistent in the FTSE 100, with the Chairman and Chief Executive being amongst the longest serving in their respective posts. Under Meyer Kahn's extraordinary leadership, both as group managing director and latterly as Chairman, the Group has grown from its South African roots to become one of the world's largest and most respected brewers. The Group and its shareholders owe a huge debt to Meyer and to the executives whom he has developed and who have worked so closely with him over his years at the helm. The board has accordingly deliberated long and hard to identify the best possible successor to Meyer.
The board considered carefully the requirements of the position in the context of the group's size and geographical spread. We recognised the need for a chairman who would be able to commit himself fully to the role and to provide stability and continuity for a number of years. We decided that a new chairman would ideally have a wide range of skills and expertise, including experience of the global brewing industry at the highest level; a detailed understanding of the particular challenges of the emerging markets in which we operate; the capacity for strategic thinking; an understanding of our ways of working, and the ability to sustain and enhance the group's corporate culture and drive to improve operational performance; the strength of purpose to provide continuity and stability through a time of management change; and the ability to see the group through to completion of the extensive business capability programmes which are currently underway.
The Nomination Committee came to the unanimous conclusion that Graham Mackay was the outstanding candidate for the position. This decision has the unanimous support of the directors, the strong backing of our two major shareholders, whose representatives sit on our board, and was made after discussion with representatives of major institutional investors. Graham has 34 years of service with the Group: he is highly regarded in the industry and among all stakeholders, and we firmly believe that he is the right person to lead the board and to represent SABMiller externally at the highest level.
Alan Clark is ideally qualified to succeed Graham as chief executive, and his appointment is unanimously supported by your directors. By way of background, Alan has an MA in clinical psychology and obtained a doctorate in literature and philosophy from the University of South Africa. Before leaving academia to set up his own private practice in clinical psychology, he was an associate professor at the Centre for Cognitive Development at Vista University in South Africa.
Alan has 22 years' experience with the Group. He joined in 1990 in an HR role, before becoming a general manager at the Alrode brewery in Johannesburg. He went on to serve as operations director and then as marketing director for the South African beer business, before being appointed chief executive of the Group's soft drinks operations in South Africa. In 2003, he joined the Group's Executive Committee and was appointed as managing director of SABMiller Europe, which is in many ways a microcosm of the Group as a whole, with a wide range of markets and competitive positions in a number of countries. During his tenure, he built this business into one of the group's strongest and fastest growing divisions, recording successive years of double-digit earnings growth between 2003 and 2009. In recent years, he has led the division with tenacity and insight through some extremely challenging economic conditions, protecting profitability through cost management and operational improvements.
Any individual stepping up from an operating role to the chief executive's role in a global group with a decentralised and operationally focused structure will inevitably need a certain amount of time to absorb the complexities of the global business. This is particularly the case given the number of significant external relationships and partnerships which the Group enjoys, and the differing challenges which are faced in different markets and regions around the world. Accordingly, the board has decided that in order to ensure appropriate continuity and oversight of the executive management succession process, the interests of the group and its shareholders are best served by a staged handover of responsibilities.
It is the board's intention therefore that Graham will continue as Executive Chairman for one year, with Alan being appointed as Group Chief Operating Officer for an interim period, and that at the annual general meeting next year, in 2013, Graham will become non-executive chairman, and Alan will become the chief executive officer in his place. Job specifications for the Executive Chairman and the Group Chief Operating Officer, setting out clearly their respective authorities and responsibilities, have been agreed by the board, and the directors are confident that Graham and Alan will continue to work closely and effectively together, both during the transitional year and thereafter.
Your board considered carefully whether it would be appropriate to appoint an interim chairman for twelve months before Graham Mackay becomes non-executive chairman, but concluded that this would not be in the interests of SABMiller or its shareholders, as this would not provide the appropriate continuity of strategic direction and oversight that the group requires. Any risk of an over-concentration of decision making powers in one person will be mitigated by the formal appointment of a Deputy Chairman, by the fact that the interim appointment of Graham Mackay as executive chairman is for a pre-determined and limited period of one year, and by the appointment of Alan Clark as a third executive director.
Graham Mackay's terms and conditions of employment, including his remuneration, are expected to be broadly unchanged during his tenure as Executive Chairman, and his terms and conditions and remuneration as non-executive chairman will be settled by the remuneration committee nearer to the time of that appointment and will be appropriate to the role of non-executive chairman.
As separately announced, Sue Clark, currently the Group's Director of Corporate Affairs, will succeed Alan Clark as managing director of SABMiller Europe.
Your company has a strong management team, with considerable depth of talent. All of these appointments are consistent with the Group's longstanding policy of developing its leaders, and promoting from within, to appoint the people best qualified for the job.
This policy has served shareholders extraordinarily well over many years, and your directors hope that we may count on your continued support.
Senior Independent Director
Overview of SABMiller
SABMiller is one of the world's largest brewers with brewing interests and distribution agreements across six continents. The group's wide portfolio includes global brands such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch, as well as leading local brands such as Aguila, Castle, Miller Lite, Snow, Tyskie, and Victoria Bitter. SABMiller is also one of the world's largest bottlers of Coca-Cola products.
In the year ended 31 March 2011, the group reported US$5,617 million adjusted EBITDA and group revenue of US$28,311 million. SABMiller is listed on the London and Johannesburg Stock Exchanges.
This announcement is available on the company website: www.sabmiller.com
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This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of SABMiller plc (the "Company") or any of its affiliates in any jurisdiction or an inducement to enter into investment activity.
This document includes "forward-looking statements". These statements may contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Any information contained in this announcement on the price at which the Company's securities have been bought or sold in the past, or on the yield on such securities, should not be relied upon as a guide to future performance.