Informa plc (LON:INF), the Information Services, Advanced Learning, B2B Exhibitions and Events Group, has announced a Board update including the appointment of two new Non-Executive Directors and confirms new Board responsibilities, including Chair-Elect of the Remuneration Committee.
Joanne Wilson joins the Informa Board as a Non-Executive Director, bringing extensive financial and operational experience to the Group from her position as the Chief Financial Officer of Britvic PLC and through a range of previous roles at Tesco plc, including Chief Financial Officer of dunnhumby Ltd, Head of M&A and Commercial Director of Health & Beauty. This additional financial experience will be particularly valuable to the Group in light of the recent proposals on UK audit reform made by the UK Government’s Department of Business, Energy & Industrial Strategy.
Louise Smalley joins Informa as a Non-Executive Director, bringing extensive knowledge in talent development and management, and remuneration and reward. Louise most recently served as Group HR Director at Whitbread plc, which followed a number of other senior executive roles within Whitbread and at PepsiCo, Esso and BP plc. In addition, she is a Non-Executive Director and member of the Remuneration, Audit and Nomination Committees at DS Smith Plc.
Alongside these valuable additions to the Board, it is our intention to confirm the full allocation of Board responsibilities before the end of the year, including the role of Senior Independent Director. Informa is also actively recruiting for a third new Non-Executive Director, ideally based in China, to contribute relevant commercial and operating experience in that region, reflecting its growing importance for the Group.
Board Committees and Responsibilities
Ms Smalley will become Chair-Elect of Informa’s Remuneration Committee, with responsibility for leading the consultation on Informa’s forward new remuneration policy. This consultation will commence in early 2022 to fit with the 2022 AGM resolution process. Subject to approval, the new policy will take effect from January 2024, following the completion of all previously determined and deployed LTIP and restricted share plans, including the 2021-2023 Equity Revitalisation Plan (see full remuneration summary below).
On appointment, Ms Smalley will also join the Nomination Committee, whilst Ms Wilson will become a member of the Audit and Nomination Committee.
John Rishton, Chairman, Informa, said: “As we replenish and develop the Informa Board, following the retirement of the previous Chair and outgoing Senior Independent Director, I am delighted to welcome Joanne and Louise. They both bring highly relevant experience which will combine well with the skills and perspectives already around the Informa Board table.”
Informa Group Remuneration and Forward Consultation Process
The Informa Group is an international portfolio of knowledge and information businesses. Its B2B Information and Advanced Learning businesses have remained robust throughout the COVID-19 pandemic, delivering improving levels of performance and growth. By contrast, its B2B Events businesses have experienced significant disruption and, as a consequence, the Board moved early in 2020 on a range of matters to secure the future value of the company. This included a £600m Cost Savings Programme, the restructuring and rescheduling of the Group’s debt to increase liquidity and remove all financial covenants, the implementation of a major B2B Events Postponement Programme, the introduction of a Balanced Working Programme and the launch of a worldwide Colleague Support Fund funded through Senior Management salary sacrifice.
As part of this COVID-19 Action Plan, the Group updated its approach to colleague incentives in order to reflect the unique circumstances brought about by the pandemic and, thus, motivate and retain key talent.
Following significant consultation and with support from shareholders, a restricted stock plan was launched for the most affected COVID period, 2021-2023, called the Equity Revitalisation Plan (“ERP”). This was determined and deployed in full in early 2021, with grants made to 100+ Senior Executives for each of the three years of the plan, with the express intention of ensuring a single-minded focus on driving value back into the company over the period.
This approach, which addressed the potential longer-term impacts of COVID-19 that were not visible in 2020, has proved to be very effective in retaining key talent and focusing the entire company on value.
Similarly, in advance of the ERP, when considering the potential long-term effects of COVID, the Company determined that the key commercial imperative for the business was cash (cash collection, cash management, cash conversion etc), rather than EPS and TSR.
Therefore, the Group deployed cash targets for all LTIP grants, including the 2020 2019 and 2018 LTIP’s. This is also serving Informa well, as reflected in the Group’s positive monthly cash trading position at the end of 2020 and through 2021, despite the continuing challenges of extended COVID impacts on the Group.
In 2022, the Company will consult with shareholders on its forward Remuneration Policy, which will take effect following the completion of all previously determined and deployed LTIP’s and restricted share plans, in January 2024. This process will be led by Ms Smalley, the now Chair-Elect of the Remuneration Committee.
Listing Rules
In relation to the appointment of the two new Non-Executive Directors, the Company confirms that no further information is required to be disclosed pursuant to paragraph 9.6.13 of the UK Listing Rules.
Informa is a leading international Information Services, Advanced Knowledge, Exhibitions and Events Group. It helps commercial, professional and academic communities work smarter and make better decisions faster, through specialist content and intelligence, and opportunities to connect and learn. For more information, please visit www.informa.com.
