TIDMSN.
RNS Number : 4618Q
Smith & Nephew Plc
21 October 2019
Smith+Nephew announces change of Chief
Executive Officer
21 October 2019
Smith+Nephew (LSE:SN, NYSE:SNN) today announces that Namal
Nawana will step down from the Board and his position as Chief
Executive Officer (CEO) by mutual agreement on 31 October 2019 to
pursue other opportunities outside of the UK. The Board is pleased
to announce that Roland Diggelmann has been appointed as the
Company's new CEO and will take on his new responsibilities on 1
November 2019. Namal will be employed and provide advice and
assistance to Roland in his new role until 31 December 2019 to help
ensure a smooth transition.
Namal has been instrumental in delivering on a critical phase of
Smith+Nephew's development, accelerating revenue growth across
franchises and geographies as well as improving profitability. The
new CEO and senior leadership team will now build on these strong
foundations to further drive commercial execution and deliver on
the Company's strategic ambitions.
Roland joined Smith+Nephew's Board as a Non-Executive Director
in March 2018, since when he has gained deep insight into the
Company and its management team. His career has been spent in
medical technology, most recently as CEO of Roche Diagnostics, a
global business which at the time of his departure in 2018 had
turnover of CHF11.5bn ($11.5bn) in over 100 markets and 34,000
employees. Prior to his 11-year career at Roche Diagnostics, Roland
spent 12 years in the orthopaedics sector, serving in strategy and
leadership roles at Sulzer Orthopedics and Zimmer, now Zimmer
Biomet.
As stated at the time of our first half results, we continue to
see positive momentum across the business and the Company will
announce its Q3 Trading Report, as scheduled, on 31 October
2019.
Roberto Quarta, Chairman of Smith+Nephew, said:
"On behalf of the Board, I am delighted to welcome Roland
Diggelmann as Smith+Nephew's incoming CEO. I am certain that
Roland's leadership qualities, combined with his excellent track
record of delivering results in an innovation-led business, his
deep expertise in the medical devices industry, and his knowledge
of Smith+Nephew, make him the right person to build on the
Company's success into the future.
"During his time with Smith+Nephew, Namal has substantially
transformed the business with a new strategy, purpose and culture,
and renewed commitment to innovation, returning it to an improved
growth trajectory. I would like to thank Namal for his leadership
and many contributions to the Company, our employees, customers and
stakeholders."
Roland Diggelmann said:
"I am honoured to have been asked to lead Smith+Nephew at an
exciting time for the business. As Non-Executive Director I have
seen first-hand the strength of the Group's people and its
portfolio of leading technologies. I look forward to playing my
part in shaping the future of the company and driving the next
stage of growth."
Namal Nawana said:
"There is clear momentum behind our strategy laid out last year,
underlined by the Company's performance generated by our team
during 2019. I am proud to be leaving Smith+Nephew in a strong
position for the next phase of its development."
With immediate effect, Roland will cease to be a Non-Executive
Director and steps down from the Audit Committee and Culture and
Compliance Committee of the Board.
No further disclosure obligations arise under paragraphs (1) to
(6) of LR 9.6.13 R of the UK Listing Authority's Listing Rules in
respect of this appointment.
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014.
The person responsible for arranging the release of this
announcement on behalf of Smith+Nephew is Susan Swabey, Company
Secretary.
Remuneration
Roland will be paid in accordance with the Remuneration Policy
approved by shareholders on 6 April 2017 and as set out in the 2018
Annual Report:
-- He will receive a base salary of CHF1,380,000 per annum.
-- From 1 January 2020, he will have an annual Cash Incentive
Plan opportunity of 150% of base salary, annual Equity Incentive
Plan opportunity of up to 65% of base salary and Performance Share
Plan awards of up to 190% of base salary. He will not be eligible
to participate in any Plans in respect of 2019 and will not receive
any buy-out award.
-- The Company will pay a pension contribution (or cash in lieu) of 12% of salary per annum.
-- He will receive standard benefits, which are not materially
different in nature or value relative to the incumbent CEO.
-- His notice period will be not less than six months from him
and not less than 12 months from the Company.
The Board is currently consulting with shareholders on the
Remuneration Policy to be submitted to shareholders for approval at
the Annual General Meeting in April 2020. Roland's remuneration
arrangements will be amended in line with the new Policy, as and
when it is approved.
In connection with his departure from the Company on 31 December
2019, Namal will be paid in accordance with the Company's
Remuneration Policy and the terms of his service agreement:
-- He will continue to receive his salary, benefits and pension
contributions in the normal way up to 31 December 2019.
-- He will receive payments in lieu of his salary, health and
dental benefits, car allowance and pension contributions in respect
of the balance of his notice period.
-- He will participate in the Cash Incentive Plan and Equity
Incentive Plan in respect of the 2019 financial year. Any awards
under those plans, which are dependent on performance, will be
determined by the Remuneration Committee in February 2020. The
Equity Incentive Plan award will vest in equal tranches on the
normal vesting dates in 2021, 2022 and 2023.
-- Pursuant to the Plan Rules, his outstanding Equity Incentive
Plan award will be preserved and vest on the original vesting dates
and his outstanding Performance Share Plan awards will be pro-rated
for service and will, subject to the performance conditions being
satisfactorily met at the end of the three-year performance period,
vest on the original vesting dates. He will be required to retain
any vested shares, net of tax, for a further two-year period after
the vesting date.
-S-
Enquiries
Investors
Andrew Swift +44 (0) 1923 477433
Smith+Nephew
Media
Charles Reynolds +44 (0) 1923 477314
Smith+Nephew
Susan Gilchrist / Charis Gresser +44 (0) 20 7404 5959
Brunswick
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business that
exists to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 16,000+ employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global franchises of Orthopaedics,
Advanced Wound Management and Sports Medicine & ENT. Founded in
Hull, UK, in 1856, we now operate in more than 100 countries, and
generated annual sales of $4.9 billion in 2018. Smith+Nephew is a
constituent of the FTSE100 (LSE:SN, NYSE:SNN). The terms 'Group'
and 'Smith+Nephew' are used to refer to Smith & Nephew plc and
its consolidated subsidiaries, unless the context requires
otherwise.
For more information about Smith+Nephew, please visit
www.smith-nephew.com and follow us on Twitter, LinkedIn, Instagram
or Facebook.
Forward-looking Statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements regarding expected
revenue growth and trading margins, market trends and our product
pipeline are forward-looking statements. Phrases such as "aim",
"plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions
are generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: economic
and financial conditions in the markets we serve, especially those
affecting health care providers, payers and customers; price levels
for established and innovative medical devices; developments in
medical technology; regulatory approvals, reimbursement decisions
or other government actions; product defects or recalls or other
problems with quality management systems or failure to comply with
related regulations; litigation relating to patent or other claims;
legal compliance risks and related investigative, remedial or
enforcement actions; disruption to our supply chain or operations
or those of our suppliers; competition for qualified personnel;
strategic actions, including acquisitions and dispositions, our
success in performing due diligence, valuing and integrating
acquired businesses; disruption that may result from transactions
or other changes we make in our business plans or organisation to
adapt to market developments; and numerous other matters that
affect us or our markets, including those of a political, economic,
business, competitive or reputational nature. Please refer to the
documents that Smith+Nephew has filed with the U.S. Securities and
Exchange Commission under the U.S. Securities Exchange Act of 1934,
as amended, including Smith+Nephew's most recent annual report on
Form 20-F, for a discussion of certain of these factors. Any
forward-looking statement is based on information available to
Smith+Nephew as of the date of the statement. All written or oral
forward-looking statements attributable to Smith+Nephew are
qualified by this caution. Smith+Nephew does not undertake any
obligation to update or revise any forward-looking statement to
reflect any change in circumstances or in Smith+Nephew's
expectations.
Trademark of Smith+Nephew. Certain marks registered US Patent
and Trademark Office.
(c)2019 Smith+Nephew. All rights reserved.
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END
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