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DIRECTORS OF CHARLES STANLEY GROUP PLC
Sir David Howard Bt. MA, Dsc, FCSI (Hon)
Sir David is non-executive Director of Charles Stanley Group PLC having joined Charles Stanley in 1967. He also chairs and sits on the Nomination Committee. He became Managing Partner in 1971, Managing Director (on incorporation of the partnership) in 1988, and Chairman in 1999. He was Lord Mayor of London in 2000-2001. He has served on Stock Exchange, CREST and LIFFE committees and as a director of the Financial Service Skills Council, as chairman of the Chartered Institute for Securities and Investment (CISI), the Council of City University, The CityUK Education Training and Qualifications Group, and as President of the Chartered Management Institute. He is an alternate member of the Takeover Panel and serves on the EUI Settlements Appeals Panel. He is a director of WMA (the private client stockbrokers’ trade association) and has been chairman for many years of the London Gardens Society.
Chief Executive Officer
Paul took up the Chief Executive Officer role at Charles Stanley, following regulatory approval in December 2014. A graduate of Keble College, Oxford; Paul joined Charles Stanley as Chief Investment Officer-designate in June 2014. Prior to this appointment Paul was the interim Chief Executive Officer of Aviva Investors Holdings Ltd and Aviva Investors Global Services Ltd, and a member of the Aviva Group Executive Committee, leading a series of strategic re-alignments with Aviva Investors Holdings Ltd where he had worked since 2008.
Prior to Aviva Investors, Paul spent eight years at ABN AMRO Asset Management as Chief Investment Officer for the company’s Fixed Income and Investment Solutions Division as well as being Chairman of the company’s London Board and a member of the Global Executive Management Team.
Chief Financial Officer
Ben is the Chief Financial Officer and following regulatory approval was appointed as a Director on 10 June 2015. Ben joined Charles Stanley in May 2013 from Saltus Partners LLP where, since 2007, he had been a Partner, Chief Financial Officer and Chief Operating Officer. Prior to Saltus LLP Ben was Head of Corporate Broking at Bridgewell Securities. He qualified as an ACA at Arthur Andersen, worked at Charterhouse from 1987 to 2000 and was then a Corporate Finance Managing Director at ING Barings from 2000 to 2003. His role at Charles Stanley in the past 18 months has included acting as Chief Operating Officer of the Charles Stanley Financial Services division and separately as interim Group Head of Compliance.
Gary Teper LLB (Hons)
As a Bachelor of Law LLB (Hons) with an MSc in Financial Regulation, Gary initially qualified as a solicitor in a London law firm before joining Charles Stanley in November 1998. In 2000, he was promoted to the position of Group Company Secretary and assumed a place on the Charles Stanley & Co. Limited operational Board of Directors in April 2005. He is responsible for the legal, Human Resources, and training & Development functions, as well as taking on responsibility for the Branch Network in March 2012.
Bridget Guerin MA (Cantab)
Bridget Guerin joined Charles Stanley as a non-executive director in September 2012. She has over 30 years of experience in the financial services industry, most recently serving as a director of Matrix Group Limited. Prior to that Bridget was Marketing Director of Schroder Unit Trusts Limited. Bridget is Chair of the Charles Stanley Group Remuneration and Risk Committees. Other appointments include Mobeus Income & Growth VCT, Schroder Income Growth Fund PLC, Cantab Quantitative Fund, Cantab Core Macro Fund and Cantab Capital LTIP Limited. She is also a member of the York Race Committee and a trustee of the York Racecourse Pension Fund.
David Pusinelli MA (Oxon) ACA
David Pusinelli joined Charles Stanley as a non-executive director in September 2012 and is Chairman of the Charles Stanley Group Audit Committee. David has extensive experience within the financial services sector, qualifying as an ACA at Coopers & Lybrand before joining Close Brothers Group plc in 1986. From 2002 to 2008 he served on the main board of Close Brothers as Director of Corporate Development. He has also held directorships in the asset management, banking, corporate finance and securities divisions. Other appointments include: APS Financial Limited and trustee of the Close Brothers Limited pension scheme.
Andrew Didham joined Charles Stanley as a non-executive director in September 2015. He sits on the Audit Committee, Nomination Committee and Remuneration Committee. He also sits and chairs the Risk Committee. Andrew is a member of the board of NM Rothschild & Sons Ltd and was Group Finance Director of the worldwide Rothschild group for 16 years from 1997 to 2012. Until 2014 he was a member of Rothschild's Group Management Committee. A partner of KPMG from 1990 to 1997, Andrew is a Fellow of the Institute of Chartered Accountants in England and Wales and Honorary Visiting Professor to the Faculty of Business and Law at London Metropolitan University. In addition to his broad general management role in Rothschild, his past experience includes audit responsibility for a number of global financial institutions, assignments on behalf of the Bank of England and of the EU, and extensive dealings with regulatory authorities in Europe, Asia, Australia and the USA as well as the UK.
In accordance with the UK Corporate Governance Code, the Remuneration Committee was established to ensure that there is a formal and transparent procedure in place to monitor the remuneration of executive directors. The committee comprises 3 members; Bridget Guerin and David Pusinelli and Andrew Didham. The Committee meets bi-annually.
The Committee’s function is to agree a broad framework for the remuneration of executive directors and ensure that this is reviewed on a regular basis. The Committee will also review the share incentive scheme, any performance-related pay schemes and pension arrangements. The Committee will prepare a report on remuneration policy and practices to be included in the Company’s Annual Report.
The Company Board has established an Audit Committee with the role and responsibilities described in the UK Corporate Governance Code. The Committee comprises 3 members; Bridget Guerin and David Pusinelli and Andrew Didham. The Committee meets on a quarterly basis.
The Committee is responsible for monitoring and reviewing the effectiveness of the Group’s internal audit function and considering reports from internal audit on internal controls and risk management. It is also responsible for ensuring an objective and professional relationship is maintained with the Group’s external auditors.
The role of the Audit Committee includes reviewing the independence and the nature of non-audit services supplied and non-audit fee levels relative to the audit fee. The Committee is satisfied that the independence of the auditors has not been impaired by providing these services.
The Nomination Committee establishes a clear policy for the appointment of new directors and the monitoring of the performance of existing executives. The Committee's role is to monitor the effectiveness of the Board as a whole and to consider whether it comprises of an appropriate balance of experience, knowledge and independence.
The committee comprises of 4 members; Bridget Guerin and David Pusinelli, Andrew Didham and Sir David Howard.
The Committee is responsible for the evaluation of new appointments to the Board, succession planning for existing directors and the termination of director service contracts. The Committee will prepare a report to be included in the Company's Annual Report.
The benefits of good corporate governance continue to be recognised by Charles Stanley. The Directors remain committed to maintaining corporate governance standards and achieve this by compliance, wherever possible, with the best practice provisions of the Financial Reporting Council's UK Corporate Governance Code on Corporate Governance (the "Code") published in September 2014.
The Code governs the relationship between the constituent parts of the Company, namely the Board and its Committees; Relations with Shareholders; Accountability; Remuneration and Audit. The current position of the Group in each of these areas is explained in our Annual Report and Accounts.
The Directors are aware of their responsibilities as a listed company to report on how the principles of the Code have been applied, and either to confirm that the provisions of the Code have been complied with or, where it is felt that departure from the provisions is appropriate, an explanation will be provided.
The Company will continue to consider and, where necessary, respond to corporate governance developments.
General Meeting 21 December 2016
Copies of the Shareholder Circular and Form of Proxy are available here in respect of the General Meeting to be held on 21 December 2016 at 10.00am to approve the Charles Stanley Employed Investment Managers Share Plan and related matters.