As a result of the initial stage of that review, Mr Rashbass proposed to the Nominations Committee that the future management and oversight of the Company would be better served through a more traditional board structure, including the appointment of an independent non-executive Chairman and the creation of the new role of Chief Executive Officer.
The Euromoney Board agreed with Mr Rashbass’s proposal and accordingly the Directors have resolved the following in relation to the future composition of the Board:
1. The Chairman of the Board will become a non-executive role. John Botts, the Company’s senior non-executive director, will serve as interim non-executive Chairman with immediate effect. A search will be undertaken to identify a new independent non-executive Chairman, following which Mr Botts will return to his role as a non-executive director;
2. Andrew Rashbass will move from executive Chairman to the role of CEO, also with immediate effect;
3. Christopher Fordham, Diane Alfano, Bashar AL-Rehany, Neil Osborn and Jane Wilkinson will not seek re-election as executive directors of the Company at the AGM in January 2016. Their executive responsibilities within the business will remain largely unchanged and they will continue as members of the Company’s Executive Committee;
4. John Botts will replace Andrew Rashbass as Chairman of the Nominations Committee until an independent non-executive Chairman has been appointed. Mr Botts will also remain Chairman of the Remuneration Committee while the search for the new non-executive Chairman is conducted. Christopher Fordham will step down from the Nominations Committee with immediate effect.
The Board believes that these changes will allow for more effective management of the group including clearer delineation of responsibilities between the Board and the executive management team. It will also bring the Company more in line with widely accepted corporate governance practice, says the company.
Accordingly, after the AGM on January 28, 2016, and subject to shareholder approval of the reelection of each director, the company expects, following the recruitment and appointment of a new nonexecutive Chairman, that the Board will comprise two executive directors (the CEO and Finance Director) and eight non-executive directors, four of whom will be independent.
Commenting on the new structure, Mr Botts said: “The Board fully supports Andrew’s proposal for a new board structure. I look forward to leading the search for an independent non-executive Chairman and working with the Board during this transition.”
Mr Rashbass added: “I am delighted to have started at Euromoney. This change will improve the governance of Euromoney and simplify its management structure. Christopher, Diane, Bashar, Neil and Jane have all made a huge contribution to the success of Euromoney over many years and will continue to play a central role in the future development of the Company. I look forward to working with them and the rest of the executive team under the new structure.”
