In order to comply with the UK Corporate Governance Code, Diageo must make the following information available:
- Summary of Non-Executive Directors' terms and conditions of appointment
- Terms of reference of the Audit, Nomination and Remuneration Committees
- Statement on independent remuneration consultants' connections with Diageo
Summary of Non-Executive Directors' terms and conditions of appointment
||Commencement date of
initial letter of appointment
current letter of appointment
|Melissa Bethell||June 2020||AGM 2023|
|Valérie Chapoulaud-Floquet||January 2021||AGM 2024|
|Susan Kilsby||April 2018||AGM 2021|
|Sir John Manzoni||October 2020||AGM 2023|
|Nicola Mendelsohn||September 2014||AGM 2023|
|Alan Stewart||September 2014||AGM 2023|
|Ireena Vittal||October 2020||AGM 2023|
Section 430(2B) statements
On 14 January 2021, Diageo announced that Kathy Mikells, Chief Financial Officer, would leave the company at the end of June 2021 and will return to the United States after almost six years in role.
As noted in that announcement, Kathy will be treated in accordance with Diageo plc's ('the Company') approved remuneration policy and her service contract.
Kathy's service contract provides for a twelve-month notice period. As part of our orderly succession plan, notice commenced on 13 January 2021 and she remained an employee and director of the Company until 30 June 2021. On ceasing employment and subject to mitigation, Kathy will receive a payment in lieu of notice in respect of salary and benefits for the remainder of her notice period ($724,348). Half of this payment will be made by 1 August 2021 and half will be paid in monthly instalments over the six-month period between January 2022 and June 2022.
As will be disclosed in the 2021 Directors’ Remuneration Report, Kathy remains eligible for a payment under the F21 Annual Incentive Plan (AIP), subject to the performance conditions in the normal way.
All Long-Term Incentive Plan (LTIP) awards which are unvested as at 1 July 2021 will be pro-rated to 30 June 2021, Kathy’s leaving date, and will remain subject to performance conditions to be assessed in 2021, 2022 and 2023 with a subsequent two-year holding period. Kathy is now subject to a post-employment shareholding requirement of 400% of salary to June 2022 and 200% of salary for the twelve months thereafter. As at 1 July 2021, Kathy holds shares equivalent to over 1,025% of salary.
In line with internal policies and the remuneration policy, the company has supported Kathy with the cost of her repatriation back to the United States. This support amounts to £106,000 in addition to shipping costs at £23,507 and £7,640 in flights, net of tax.
The company has also paid £12,000 of legal support for Kathy and will be providing tax return preparation support for a period of up to three years following her departure (up to a maximum cost of £15,000 per annum).
Ho KwonPing retired as a Non-Executive Director of the Company with effect from 28 September 2020. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Ho received pro-rated fees up to and including September 2020. No other remuneration payment has been or will be made by the Company to Ho in respect of his role as a Non-Executive Director after the date on which he ceased to be a Director of the Company, and likewise no payment for loss of office has been or will be made.
Summary of terms
Appointments are for an initial period of three years and are terminable by the company or the director without notice or compensation. The appointments are renewable by mutual agreement. Going forward, the term of the Letters of Appointment will be set so as to match the period for which directors are elected by shareholders.
There are no other service agreements or material contracts, existing or proposed, between the company and the directors. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected to serve. There are no family relationships between the directors.
Further information on directors' share interests can be found in the Directors' Remuneration Report for the financial year ended 30 June 2019.
Statement on independent remuneration consultants' connections with Diageo plc
Information on the company's remuneration consultants can be found in the Directors' Remuneration Report.
New York Stock Exchange (NYSE) corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards.
Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies.