BAE SYSTEMS PLC Directorate Change (5357X)
February 22 2017 - 4:03AM
UK Regulatory
TIDMBA.
RNS Number : 5357X
BAE SYSTEMS PLC
22 February 2017
NOTICE OF DIRECTORATE CHANGE
Ian King, Chief Executive, BAE Systems plc, has today informed
the Board that he will retire on 30 June 2017. The Board has also
today confirmed that Charles Woodburn, currently Chief Operating
Officer, will be appointed as Chief Executive from 1 July 2017.
Until that time, Ian and Charles will continue in their current
roles.
Ian King will retire after a career spanning more than 40 years
in the defence sector, including serving as Chief Executive since
September 2008.
Charles Woodburn joined BAE Systems in May 2016 as Chief
Operating Officer and Executive Board Director, following over 20
years' international experience in senior management positions in
the oil and gas industry.
Sir Roger Carr, Chairman, BAE Systems plc said:
"After a distinguished career, Ian will retire leaving a legacy
of disciplined performance, ethical behaviour, a burgeoning order
book, a track record of delivering shareholder value and a strong
leadership team. During his tenure as Chief Executive, Ian has
built a world-class defence engineering and technology business,
providing vital capabilities to our customers and contributing to
the security and economic prosperity of the nations in which we
operate.
Since his appointment last year, Charles has made an important
contribution to the Company, bringing impeccable engineering
credentials, broad international experience and fresh perspectives
to build on our existing strengths. In his new role, he will build
on an enviable inheritance to create an exciting future, where we
will continue to be performance-driven and values-led."
Notes:
The following arrangements will apply in relation to Ian King
when he retires as a director and ceases employment on 30 June
2017. The arrangements are strictly in accordance with the
Company's Remuneration Policy, approved by shareholders at the
Annual General Meeting on 7 May 2014, and the Rules of the
Company's 2000 Pension Plan and Executive Pension Scheme outlined
in the 2015 Annual Report.
(a) Mr. King's retirement will constitute early retirement with
Company consent for share plan and pension purposes and,
accordingly:
(i) he will be entitled to an immediate pension. Under the Rules
of the 2000 Pension Plan and Executive Pension Scheme, a pension of
1/30th of three-year final average salary for each year of service
subject to the payment of members' contributions (currently 8%) is
payable at 62 years of age. Benefits paid prior to age 62 are
subject to actuarial reduction, currently a reduction of 4% to
annual benefits for each year that retirement takes place prior to
age 62, with proportionate reductions applied in respect of part
years. Mr. King will be 61 at the date of his retirement and his
pension payments will be reduced accordingly;
(ii) unvested share awards and options under the Company's
Long-Term Incentive Plan will vest at the normal vesting date,
subject to testing of the relevant performance conditions at the
end of the normal performance period. Share awards will be reduced
pro rata on the basis of complete months from the grant date to 30
June 2017. Any share options that vest will remain exercisable for
a period of 6 months from the vesting date;
(iii) unvested deferred bonus awards will be preserved and will
vest at the normal vesting dates; and
(iv) vested share options awarded in 2012 under the Executive
Share Option Plan will remain available to exercise in the six
month period from 1 July 2017. The award will lapse if not
exercised by the end of this period.
(b) He will continue to be covered by the Company's D&O
insurance policy and his current director's indemnification
arrangements will remain in force;
(c) He will continue to be bound by those provisions of his
service agreement which continue to apply following cessation of
employment, including post-termination restrictive covenants and
confidentiality provisions;
(d) He will be eligible for an annual incentive payment for
2017, determined by the Remuneration Committee, based on an
assessment of individual and Company performance. Any bonus will be
pro-rated for his 6 months of service during 2017 and will be paid
at the normal date following the end of the 2017 financial year.
One-third of the net bonus will be compulsorily deferred into
shares in the normal way;
(e) No award will be granted under the Long-Term Incentive Plan in 2017;
(f) No termination payment will be payable; and
(g) Taxable benefits comprising the provision of a car allowance and the private use of a chauffeur-driven car will cease from 30 June 2017.
On becoming Chief Executive, Charles Woodburn's base salary will
increase to GBP875,000 per annum. All other provisions of his
remuneration package will be as set out in our Remuneration Policy
in respect of the Chief Executive role.
This announcement has been determined to include inside
information.
22 February 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
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