Directors, Officers & Advisors

Sir Malcolm Williamson*, 70, Chairman of the Board, appointed in September 2008 (a director of the Predecessor Company since 2005 and Chairman since June 2006). He was President and Chief Executive Officer of Visa International between 1998 and 2004 before which he was Group Chief Executive of Standard Chartered PLC from 1993 to 1998. He is Chairman of National Australia Group Europe Limited (and a Principal Board member of National Australia Bank), CDC Group plc and Youth Business International Advisory Board. He is also an independent director of JP Morgan Cazenove Holdings, a member of the Board of Trustees for The Prince of Wales International Business Leaders Forum, and Chairman of the Cass Business School Strategy & Development Board. He was, until May 2008, a director and Deputy Chairman of Resolution Plc and a non-executive director of G4S PLC.

Robert Blanchard*, 64, Director, appointed in September 2008 (a director of the Predecessor Company since 2000). He was a Group Vice President of Procter & Gamble and President of its Global Skin Care and Cosmetics business until his retirement in 1999. He was an independent director of Bandag Inc. until he retired from that board in May 2006. He was also an independent director of Best Buy Co. Inc. until June 2005.

Walker Boyd, 56, Group Finance Director and Director, appointed in September 2008 (appointed Group Finance Director of the Predecessor Company in 1995). He is a member of the Institute of Chartered Accountants of Scotland. Between 1992 and 1995 he was Finance Director of the Group’s UK division. Mr Boyd has indicated his intention to retire at the end of the Company's annual general meeting to be held in June 2010. In December 2009 it was announced that Mr. Boyd would rejoin the board of WH Smith PLC as a non-executive director on February 1, 2010, having previously held that role from March 2004 until January 2005.

Terry Burman, 63, Group Chief Executive and Director, appointed in July 2008 (appointed Group Chief Executive of the Predecessor Company in 2000). He was also, until January 2006, Chief Executive Officer of the Group’s US division. Mr. Burman was appointed to the Predecessor Company Group Board in 1996. Prior to joining the Group in 1995 he was Chief Executive Officer of Barrys Jewelers, Inc. Mr. Burman was appointed an independent director of Yankee Holding Corp. in October 2007. Mr. Burman has indicated his intention to retire on January 29, 2011.

Dale W. Hilpert*, 66, Director, appointed in September 2008 (a director of the Predecessor Company since 2003). He was Chief Executive of Williams-Sonoma, Inc. from April 2001 until his retirement in January 2003. Prior to this he was Chairman and Chief Executive of Foot Locker, Inc. which he joined as President and Chief Operating Officer in 1995.

Marianne Miller Parrs*, 64, Director, appointed in October 2008. Ms. Parrs has served on the boards of The StanleyWorks and CIT Group Inc. as an independent director since April 2008 and 2003 respectively. Ms. Parrs retired in 2007 as Executive Vice President and Chief Financial Officer of International Paper Company where she had been since having joined in 1974 as a Pension Trust Investment Manager and holding a number of positions before first being appointed Senior Vice President and Chief Financial Officer in 1995. This position she held until 1999 when she was appointed Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain and Investor Relations. She held this role for six years until she was reappointed Chief Financial Officer. Previously Ms. Parrs was a Security Analyst at a number of firms including Merrill Lynch.

Thomas Plaskett*, 65, Director, appointed in October 2008. Since 1991 Mr. Plaskett has been Chairman of Fox Run Capital Associates, a private consulting firm focusing on financial advisory and corporate governance services for emerging companies. From 1999 until 2000 he served as the Chairman, President and Chief Executive Officer of Probex Corp, an energy technology company. He also served as Vice Chairman of Legend Airlines, from 1997 until 2001. Mr. Plaskett served as Interim President, Chief Executive Officer, and Acting Chief Financial Officer of Greyhound Lines for two years before becoming Chairman from 1995 until 1999, when the company was sold. Previously, he was Chairman, President and Chief Executive Officer of Pan Am Corporation from 1988 until 1991. Prior to that, Mr. Plaskett was President and Chief Executive Officer of Continental Airlines from 1986 to 1987. Mr. Plaskett also held several senior management positions at American Airlines and AMR Corporation between 1974 and 1986. Mr. Plaskett currently serves as a director of Novell Corporation, Alcon Laboratories Inc. and RadioShack Corporation.

Russell Walls*, 65, Director, appointed in September 2008 (a director of the Predecessor Company since 2002). He was Group Finance Director of BAA plc until his retirement in August 2002 and was the senior independent director of Hilton Group plc until May 2003 and Stagecoach Group plc until August 2006. Mr. Walls is a non-executive director of Aviva plc, and of Delphic Diagnostics Limited and is Treasurer of the British Red Cross Society. He is a Fellow of the Association of Chartered Certified Accountants.

* Independent directors all of whom satisfied the definitions of independence and have been affirmed by the Board as being ‘independent’ in accordance with NYSE Listing Standards.

The Bye-laws specify that every director not appointed by shareholders is required to retire at the annual general meeting following their appointment to the Board. Such directors, which comprise a third of the Board, will retire and those directors will be eligible to offer themselves for re-election at the annual general meeting each year. All of the directors other than Ms. Knox, Ms. Parrs and Mr. Plaskett have been appointed to the Board by shareholders. Ms. Knox, Ms. Parrs and Mr. Plaskett will therefore retire from the Board at the forthcoming annual general meeting. Following consideration of the recommendations of the Nomination and Corporate Governance Committee, other than Ms. Knox who has indicated her intention to retire at the conclusion of the annual general meeting to be held in June 2009, they offer themselves for re-election in each case with the endorsement of the Board.

Committees

Compensation Committee: Robert Blanchard (Chairman), Dale Hilpert, Russell Walls (until February 24, 2009) and Thomas Plaskett (with effect from February 24, 2009).

Audit Committee: Russell Walls (Chairman), Robert Blanchard (until February 24, 2009), Dale Hilpert and Marianne Parrs (with effect from February 24, 2009).

Nomination and Corporate Governance Committee: Russell Walls (Chairman), Robert Blanchard, Dale Hilpert (until February 24, 2009), Thomas Plaskett (with effect from February 24, 2009) and Marianne Parrs (with effect from February 24, 2009).

Independent directors Terms of Reference
Click here to view the independent (non-executive) directors Terms of Reference.

Group Company Secretary and divisional CEOs

 

Mark Jenkins, 51, Group Company Secretary, appointed in 2004. Previously he was a director and Company Secretary at COLT Telecom Group plc and Group Company Secretary at Peek plc. He is a barrister.

 

Rob Anderson, 51, appointed Chief Executive of the Group's UK division in January 2003 having joined the Group as Chief Operating Officer of the UK division in August 2000. Prior to joining the Group Mr. Anderson had worked at Marks & Spencer Plc for 19 years, latterly as Business Unit Director. Mr. Anderson was appointed a non-executive director of Provident Financial PLC in March 2009.

 

Mark Light, 48, appointed Chief Executive of the Group’s US division in January 2006 having been President and Chief Operating Officer of the US division from 2002. He joined the Group in 1978.

 

No director or officer has any family relationship with any other director or officer.

Advisors

Auditor
KPMG Audit Plc,
8 Salisbury Square, London EC4Y 8BB, United Kingdom.

Financial advisor
Lazard & Co., Limited,
50 Stratton Street, London W1J 8LL, United Kingdom.

Bermuda lawyer
Conyers, Dill & Pearman,
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Bermuda secretary
Ms. Susie Grant,
Codan Services Limited,
Richmond House, 12 Par-la-Ville Road, Hamilton HM08, Bemuda.

UK lawyer
Herbert Smith LLP,
Exchange House,
Primrose Street, London EC2A 2HS, United Kingdom.

US lawyer
Weil, Gotshal & Manges LLP,
767 fifth Avenue, New York, NY 10153, USA.

US Transfer Agent / Exchange Agent
American Stock Transfer & Trust Company,
Peck Slip Station, PO Box 2050, New York, NY 10272-2050, USA.

UK Transfer Agent / Depositary
Capita Registrars / Capita IRG Trustees Limited,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.

Registrar
Capita Registrars (Jersey) Limited,
12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands.

Principal Bankers
Barclays Bank PLC,
5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom.

HSBC Bank plc,
8 Canada Square, Canary Wharf, London E14 5HQ, United Kingdom.

Royal Bank of Scotland plc,
135 Bishopsgate, London EC2M 3UR, United Kingdom.

Fifth Third Bank,
Fifth Third Center, 600 Superior Ave East, Cleveland, OH 44114, USA. 

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