Calisen plc (the "Company")
Board changes
The Board announces that James (Jim) Macdonald and Oleg Shamovsky are to retire from the Board with effect from 1 August 2020.
The Board would like to thank both Jim and Oleg for their hard work, dedication and support to the Company and its subsidiaries (the "Group") during the initial public offering ("IPO") process.
Oleg Shamovsky, a non-independent non-executive director, is one of the two representative directors of KKR Evergreen Aggregator L.P.
Jim Macdonald, also a non-independent non-executive director, was former Chair of Calvin Capital Limited and the Group's CEO from August 2012 to September 2017. Jim's letter of appointment to the Board included additional remuneration for the provision of executive advisory services ("Advisory Services"). It is the Company's intention that following his resignation from the Board, Jim will continue to provide these Advisory Services to the Group under separate terms of engagement.
The Board is pleased to announce the appointment of two directors with effect from 1 August 2020.
Lisa Harrington is to join the Board as an independent non-executive director. Lisa will, from the date of her appointment, become a member of both the Audit and Risk Committee and of the Nomination Committee, and will also act as the Board's designated director for workforce engagement.
Lisa is a tech executive and diversity advocate. She has spent 25 years growing and transforming business across the Professional Services, Education, Technology, Utilities and Telecommunications sectors.
Currently, Lisa provides independent business advisory services. She specialises in transformation and is particularly interested in high growth, digital businesses.
Lisa has held a number of non-executive posts including terms on the boards of Southern Water and West London Mental Health NHS Trust. She is currently a non-executive director of Post Office Limited and is a member of their Remuneration and Nominations Committees.
Alberto Signori is to replace Oleg Shamovsky as one of the representative directors of KKR Evergreen Aggregator L.P. Accordingly, Alberto is regarded by the Company as a non-independent non-executive director.
Alberto joined KKR in November 2018 and is a Managing Director in the Infrastructure team in London focusing on investments across Europe, Middle East and Africa.
Prior to this, Alberto was an Investment Director and member of the Investment Committee at Infracapital (the infrastructure investment arm of M&G) where he led and participated in a number of acquisitions in the utility, energy, telecom and transport sectors. He also spent 10 years in the investment banking divisions at UBS and Dresdner Kleinwort (now Commerzbank) across merger & acquisitions, leveraged/structured finance and infrastructure investments.
The Company is pleased to report that as a result of these changes, the composition of the Board will be fully compliant with the provision of the UK Corporate Governance Code 2018 that at least half the Board excluding the Chair should be independent directors. The Board will also meet the Hampton-Alexander objective of 33% female representation.
There is no other information to be disclosed in accordance with LR 9.6.13 R points (1) to (6) and at the date of this notification neither Lisa Harrington nor Alberto Signori hold any shares in the Company.
In accordance with section 430 (2B) of the Companies Act 2006, the Company confirms that:
Jim Macdonald will receive payment of fees as a non-executive director up to and including his date of resignation. No other remuneration payment or payment for loss of office will be made. As disclosed above, Jim will be engaged by the Group as a consultant and for those Advisory Services he will receive a payment of £60,000 p.a.
Oleg Shamovsky does not receive any fees as a non-executive director, and no remuneration payment or payment for loss of office will be made.
Name of contact and telephone number for queries:
Enquiries:
Company Secretary
Sarah Blackburn
Investor Relations
Adam Key +44 (0)7572 231453
Investor Relations Director
adam.key@calisen.com
Media
Finsbury (public relations adviser to Calisen)
Dorothy Burwell / Harry Worthington
+44 7733 294 930 / +44 7818 526 556
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