Zug, Switzerland – 17 May 2016 – Coca‑Cola HBC AG (“Coca‑Cola HBC” or the “Company”) today announces that Messrs. Irial Finan, Sir Michael Llewellyn Smith and Nigel Macdonald have informed the Company of their intention to retire from the board of directors of Coca‑Cola HBC (the “Board”) at the time of the Company’s annual general meeting on 21 June 2016 (“AGM”). As previously announced on 28 January 2016, Mr. George A. David will also retire from the Board at the time of the AGM. All retiring directors have served on the Board for more than nine years.
Following such retirements, upon the recommendation of Coca‑Cola HBC’s Nomination Committee, the Board has proposed each of Messrs. Ahmet C. Bozer, William (Bill) W. Douglas III, Reto Francioni and Robert Ryan Rudolph for election at the AGM as non-executive members of the Board, with effect from the same date. The Board believes that Messrs. Bill Douglas and Reto Francioni qualify as independent under the criteria set forth in the UK Corporate Governance Code.
Anastassis G. David, Chairman of Coca‑Cola HBC, made the following remarks: “On behalf of the Board, I would like to take this opportunity to offer our sincere appreciation to George, Irial, Michael and Nigel for the significant contributions they have made to the Company over the past years. I look forward to working with Ahmet and Bill, whose knowledge and international experience of both the Coca‑Cola System and the consumer goods industry will benefit the Company, and with Reto and Ryan who will enhance the skills and expertise of the Board.”
Nigel Macdonald has served as the chairman of the Audit and Risk Committee, and Sir Michael Llewellyn Smith has served as the chairman of the Nomination, Social Responsibility and Remuneration Committees. George A. David has served on the Social Responsibility Committee. Subject to the election of the proposed Board members at the AGM and effective immediately after the AGM on 21 June 2016 the Board has resolved that the composition of the Board Committees will be as follows:
|Audit and Risk Committee||William W. Douglas III (chairman)
Olusola (Sola) David-Borha
John P. Sechi
|Nomination Committee||Reto Francioni (chairman)
|Remuneration Committee||Alexandra Papalexopoulou (chairman)
|Social Responsibility Committee||Anastasios I. Leventis (chairman)
José Octavio Reyes
The Board has also resolved that, subject to election at the AGM and effective immediately after the AGM on 21 June 2016, Mr. Reto Francioni is appointed as the Senior Independent Director of the Company.
Aside from the information set out in this announcement, no further information is required to be disclosed pursuant to the UK Financial Conduct Authority's Listing Rule 9.6.13 and none of the new non-executive directors hold any interests in the shares of Coca‑Cola HBC.
This announcement is made pursuant to Listing Rule 9.6.11.
Brief biographies for each of the proposed new non-executive directors are set out below.
The Board has proposed to declare a gross dividend of EUR 0.40 on each ordinary registered share with a par value of CHF 6.70 out of the general capital contribution reserve. Subject to approval of the dividend by the Company's shareholders at the AGM on 21 June 2016, the Board currently anticipates that the dividend will be paid on 26 July 2016 to holders of ordinary shares on the record date of 1 July 2016. The shares are expected to be traded ex-dividend as of 30 June 2016, in which case the last day on which the shares may be traded with the entitlement to receive dividends will be 29 June 2016.
Brief biographies for the proposed new non-executive directors
Ahmet C. Bozer
Mr. Bozer retired from the position as Executive Vice President of The Coca‑Cola Company in March 2016. Mr. Bozer started his professional career in 1985 at Coopers & Lybrand, based in Atlanta, serving in a variety of audit, consultancy and management roles and moved to The Coca‑Cola Company in 1990 as Financial Controls Manager. Four years later, he assumed a leadership role at Coca‑Cola Bottlers of Turkey (now Coca‑Cola Icecek), becoming its Managing Director in 1998. He returned to The Coca‑Cola Company in 2000 as Division President, Eurasia, and quickly progressed to the role of Division President, Eurasia and the Middle East. In 2007, he became Group President, Eurasia, assuming additional responsibility for the India and South West Asia Division, and was soon named Group President and COO, Eurasia and Africa Group. As President of Coca‑Cola International, he had operating responsibility for 200+ countries and territories. He chairs several business councils in various countries, serves as a Board member for the Coca‑Cola Foundation, and the The Coca‑Cola Turkey Life Plus Foundation, is on the Board of Advisors for Robinson College of Business at Georgia State University, and is a former member of the The Turkish Educational Volunteers Foundation. Mr. Bozer earned a bachelor degree in management from the Middle East Technical University, Ankara, Turkey, and a master degree in Business Information Systems from Georgia State University.
William W. Douglas III
Mr. Douglas will retire from the position as Executive Vice President of Coca‑Cola Enterprises in June 2016. Coca‑Cola Enterprises is a major independent bottling company, listed on the New York Stock Exchange. Mr. Douglas has held various positions within the Coca‑Cola system since 1985. In 1991, he was appointed Division Finance Manager for the Nordic & Northern Eurasia Division of The Coca‑Cola Company. Mr. Douglas moved to Atlanta in 1994 as Executive Assistant to the President of The Coca‑Cola Company’s Greater Europe Group. In 1996, he became Nordic Region Manager. In 1998, he was appointed Controller of Coca‑Cola Beverages plc. From 2000 until 2004 Mr. Douglas served as Chief Financial Officer of Coca‑Cola HBC. He joined Coca‑Cola Enterprises in 2004 when he was appointed Vice President, Controller and Principal Accounting Officer. He was appointed Senior Vice President and Chief Financial Officer in 2005 and Executive Vice President and Chief Financial Officer of Coca‑Cola Enterprises in 2008. In 2013, Mr. Douglas became the Executive Vice President, Supply Chain. He continued leading the Supply Chain organization until April 2015. Before joining the Coca‑Cola system, Mr. Douglas was associated with Ernst & Whinney, an international accounting firm. Mr. Douglas is a member of the Board of Directors and chairman of the Audit Committee of SiteOne Landscape Supply, Inc. He is also Vice Chairman of the University of Georgia Foundation. He received his undergraduate degree from the J.M. Tull School of Accounting at the University of Georgia.
Mr. Francioni serves as a member of the Board of Directors of UBS Group as well as a member of the Supervisory Board of Swiss International Airlines (designated Chairman by mid-2016). In addition, Mr. Francioni has been a professor of applied capital markets theory at the University of Basel since 2006 and is the author of several highly respected books on capital markets issues. From 2005 until 2015 Mr. Francioni was CEO of Deutsche Börse AG. From 2002 until 2005, he served as Chairman of the Supervisory Board and President of the SWX Group (Stock Exchange of Switzerland). Between 2000 and 2002 Mr. Francioni was co-CEO and Spokesman for the Board of Directors of Consors AG. Between 1993 and 2000 he held various management positions at Deutsche Börse AG, including that of Deputy CEO. From 2003 until 2005 Mr. Francioni was an Adjunct Professor of Economics and Finance at Zicklin School of Business, New York. He studied and earned his doctorate in Law at the University of Zurich.
Robert Ryan Rudolph
Mr. Rudolph is an attorney at law and partner at the Zurich-based law firm Oesch & Rudolph. In addition, he serves as a member of the Foundation Board of the A.G. Leventis Foundation as well as a member of the board of various privately held companies. From 1993 until 2006 Mr. Rudolph worked at the business law firm Lenz & Staehelin in Zurich. Prior to that, he worked as a public relations consultant at the public relations agency Huber & Partner in Zurich, as marketing assistant and subsequently as manager at Winterthur Life Insurance as well as part-time with D&S, the Institute for Marketing and Communications Research in Zurich. Mr. Rudolph obtained a Master's degree in Law from the University of Zurich and is admitted to the Zurich bar. Mr. Rudolph also studied at the Faculté des Lettres of the University of Geneva as well as the Ecole Polytechnique in Lausanne.
|Coca‑Cola HBC Group|
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About Coca‑Cola HBC
Coca‑Cola HBC has its headquarters in Zug, Switzerland and is a leading bottler of The Coca‑Cola Company with a sales volume of more than 2 billion unit cases. It has a broad geographic footprint with operations in 28 countries serving a population of approximately 594 million people. Coca‑Cola HBC offers a diverse range of non-alcoholic ready to drink beverages in the sparkling, juice, water, sport, energy, tea and coffee categories. Coca‑Cola HBC is committed to promoting sustainable development in order to create value for its business and for society. This includes providing products that meet the beverage needs of consumers, fostering an open and inclusive work environment, conducting its business in ways that protect and preserve the environment and contribute to the socio-economic development of the local communities. Coca‑Cola HBC is ranked beverage industry leader in the Dow Jones Sustainability World and Europe Indices, and is also included in the FTSE4Good Index.
Coca‑Cola HBC has a premium listing on the London Stock Exchange (LSE: CCH) and its shares are listed on the Athens Exchange (ATHEX: EEE). For more information, please visit http://www.coca-colahellenic.com.