Improving Quality of Life
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Governance Governance Board of Directors 52 About the Board 55 Our governance framework 56 Corporate governance report 57 Directors’ remuneration report 76 Directors’ report and additional disclosures 98 Directors’ responsibility statement 102 Governance Improving quality of life Match made in heaven for Royal Wedding trains SWR and GWR worked with partners at the Royal Borough of Windsor and Maidenhead, Network Rail and the British Transport Police to help customers successfully complete 45,000 journeys to and from Windsor to watch the ceremony of the wedding of Meghan Markle and Prince Harry. Our companies took Low Emission additional steps including more Buses in Glasgow trains and announcements in foreign languages. First Bus are introducing low emission vehicles in a commitment to improving air quality, supporting the ambition of Glasgow City Council. This includes an investment to date of more than £30m in 150 buses for key routes around the city. The buses are equipped with on board features including Wi-Fi and charging points for customers’ convenience. FirstGroup Annual Report and Accounts 2019 51 Board of Directors Wolfhart Hauser N Matthew Gregory F Ryan Mangold F Chairman Chief Executive Chief Financial Officer Appointed: 2015 (independent on Appointed: 2015 and became Chief Executive Appointed: with effect from 31 May 2019 appointment) on 13 November 2018 Skills and experience: Ryan was appointed Skills and experience: Wolfhart Hauser has Skills and experience: Matthew has a deep as CFO in May 2019, having previously been had a distinguished career having been Chief understanding of FirstGroup, having joined the Group Finance Director of Taylor Wimpey Plc Executive Officer (CEO) of lntertek Plc, the company as Chief Financial Officer (CFO) in for 8 years. Ryan has a strong track record of leading international testing company, for 10 December 2015, before his appointment as building strong financial discipline in the years until 2015 and having overseen over Chief Executive in November 2018. Matthew has organisations he has worked at. During his 600% return since he joined the Board in strong strategic and operational expertise, time at Taylor Wimpey, Ryan played an integral 2002. He was previously CEO of TÜV SÜD for including delivering strategy and driving role in strengthening the balance sheet and four years, and also worked for many years in performance improvement. He has extensive driving operational improvements; also playing a number of senior management roles in TÜV international experience, including significant M&A a leading role in the rebuilding of the business SÜD divisions, where the business provided and corporate finance activity. He was formerly post the financial crisis to become a road traffic safety services and training for taxi, Group Finance Director of Essentra plc, a constituent of the FTSE100, the sale of the bus and other vehicle drivers. He was also component manufacturer and distributor, having North American business and the CEO of TÜV Product Service for 10 years, previously been Director of Corporate improvement of its pensions position. Ryan supporting rail manufacturers, operators and Development, where he was responsible for was previously at Anglo American group of authorities with a range of services that are multiple international acquisitions, as well as companies, where he was Group Financial fundamental to reliable, safe and secure rail driving growth and margin improvement in the Controller at Mondi and played a significant operation. He was previously a Non-Executive group’s largest division. His early career was spent role in its demerger from Anglo American in Director (NED) of Logica plc. at the manufacturing and distribution division of 2007. Ryan is a chartered accountant and has Rank Group Plc where he was responsible for recent and relevant financial experience. Other appointments: NED at Associated managing multinational corporations, introducing British Foods plc and Senior Independent Nationality: South African / British new technologies and restructuring legacy Director (SID) at RELX PLC. businesses. Matthew qualified as a chartered Nationality: German accountant at EY and has recent and relevant financial experience. Nationality: British Board Committees A Audit Committee B Board Safety Committee N Nomination Committee R Remuneration Committee F Financial Expert Chair 52 FirstGroup Annual Report and Accounts 2019 Governance Martha Poulter A Julia Steyn R Imelda Walsh R N B Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Appointed: 2017 Appointed: 2 May 2019 Appointed: 2014 Skills and experience: Martha has deep Skills and experience: Julia brings extensive Skills and experience: Imelda brings expertise in technology and cyber security, knowledge of the US transport industry to the considerable experience to the Board gained specialising in the integration of new Board. Julia served as vice president, Urban across a number of sectors, as well as technology systems to transform and enable Mobility and Maven at General Motors (GM) outstanding remuneration practice skills. She business performance. Throughout her career until earlier this year. Maven combines all of was formerly NED and Chair of the she has led technology programmes across GM’s car- and ride-sharing offerings, including Remuneration Committee of Sainsbury’s Bank hospitality, finance and service industries, with its strategic alliance with Lyft, under a single plc, Mothercare plc and William Hill plc. She a strong focus on customer service and personal mobility brand. Julia first joined GM in has held senior executive roles at J Sainsbury driving operational improvements and 2012 as vice president, corporate plc (where she was Group HR Director), efficiencies. Martha has led and executed development and global M&A, to manage Barclays Bank plc and Coca-Cola & technology strategies across Europe, America GM’s partnerships globally while also Schweppes Beverages Limited. Imelda played and Asia. Most recently Martha was the developing merger and acquisition a central role in delivering the turnaround of J Executive Vice President and Chief Information opportunities. Prior to this, Julia was vice Sainsbury plc, instilling a commercial culture, Officer (CIO) of Starwood Hotels & Resorts president and co-managing director for great service and operational effectiveness Worldwide and, prior to that, she was Vice Alcoa’s corporate development group, having throughout the organisation. President of General Electric and CIO of GE previously worked in London, Moscow and Capital with global responsibility for IT strategy New York for Goldman Sachs and A.T. Other appointments: NED and Chair of the and operations. Kearney. Remuneration Committees of Mitchells & Butlers plc and Aston Martin Lagonda Global Other appointments: Senior Vice President Nationality: American Holdings plc. and CIO of Royal Caribbean Cruises Ltd. Nationality: British Nationality: American Appointed: 2018 and became SID with effect finance roles at BTR plc before becoming from 31 May 2019 Group Finance Director at CMG plc in 2000 and then CFO at Royal P&O Nedloyd N.V. Skills and experience: David brings valuable in 2004. He served as a NED of the BBC turnaround experience to the Board, with a between 2006 and 2010 and as Chairman lead role in the integration of P&O with Royal of their Audit Committee. David qualified as Nedlloyd, and operational efficiency, cash a chartered accountant at KPMG and has optimisation and improved ROCE recent and relevant financial experience. programmes at Rexam following its strategic refocus from 2010. He has significant Other appointments: NED and member international corporate finance and M&A of the Audit, Nomination and Remuneration transaction experience. He was Finance Committees of DS Smith Plc. Director of Rexam PLC from 2005 until its Nationality: British David Robbie A R F acquisition by Ball Corporation in 2016. Prior to Senior Independent Non-Executive Director his role at Rexam, David served in senior FirstGroup Annual Report and Accounts 2019 53 Board of Directors continued Warwick Brady A Steve Gunning A F Jim Winestock B N A Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Appointed: 2014 Appointed: 1 January 2019 Appointed: 2012 Skills and experience: Warwick has a Skills and experience: Steve has been the Skills and experience: Jim brings to the strong track record of delivering restructuring, CFO of British Airways (BA) for the last three Board considerable operational experience cost reduction and modernisation years and has been announced as the new gained within a large complex organisation, programmes, particularly in the transportation CFO of International Airlines Group (the parent together with a track record of achievement. sector. His previous roles include Chief company of BA), effective 20 June 2019. Prior He has served in a number of senior roles and Executive of Mandala Airlines in Asia, Deputy to that he served as CEO of IAG’s Cargo was a member of the management committee Operations Director at Ryanair plc, and Chief Division for five years. During his career Steve during his career at United Parcel Service, Inc, Operating easyJet plc, during its has gained considerable experience leading latterly as Senior Vice President and Director of transformation to become a FTSE100 operational turnarounds, overseeing major US operations and global security with business.