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Stagecoach Group PLC (SGC)

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Wednesday 22 August, 2012

Stagecoach Group PLC

Directorate Change

RNS Number : 5060K
Stagecoach Group PLC
22 August 2012

22 August 2012

Directorate changes

Stagecoach Group plc ("the Company") announces the following changes to its Board of Directors. 

With effect from 1 May 2013:

·     Sir George Mathewson, Chairman, to retire as a director;

·     Sir Brian Souter, Chief Executive, to be appointed as Chairman;

·     Garry Watts, to continue as Senior Independent Non-Executive Director and in addition, to be appointed as Deputy Chairman;

·     Martin Griffiths, Finance Director, to be appointed as Chief Executive;

·     Ross Paterson, Director of Finance & Company Secretary, to be appointed to the Board as Finance Director.

In addition, the Board intends to appoint a further independent Non-Executive Director, who will chair the Audit Committee.

Background to the changes

Sir George Mathewson and Sir Brian Souter have indicated to the Board their intentions to retire from their current positions as Chairman and Chief Executive respectively.  The Board is pleased that they will both continue in their current positions until 1 May 2013 as part of an orderly transition of Board responsibilities, and that Sir Brian Souter will continue in a substantive role with the Company as its Chairman.

Martin Griffiths' role has developed significantly during his twelve years as the Company's Finance Director and he is now involved in all aspects of the management and strategy of the Group.  The Board is therefore pleased that Martin Griffiths will succeed Sir Brian Souter as Chief Executive.  Ross Paterson has had a senior role in the financial management of the Group over the last thirteen years and the Board is pleased that he will become Finance Director.  The Board is also pleased that Garry Watts will assume the new role of Deputy Chairman.

There are no matters required to be disclosed in relation to paragraph 9.6.13 of the Listing Rules in respect of Ross Paterson.

Corporate governance considerations

The UK Corporate Governance Code recommends that the chief executive of a company should not become that company's chairman.  In light of Sir Brian Souter's unique association with the Company as its co-founder and the architect of its success and his deep knowledge and understanding of the global ground transportation industry, the Board believes that retaining the talent and knowledge of Sir Brian in the role of Chairman will be to the benefit of the Company and all of its shareholders.  The entrepreneurial skills of Sir Brian are consistent with the Company's business model to drive growth and take advantage of new opportunities.  The proposed changes enable a managed transition of responsibilities as part of a carefully considered succession plan. The Board intends to further strengthen the corporate governance arrangements of the Company by (i) appointing Garry Watts as Deputy Chairman, whose remit will include oversight of corporate governance and (ii) appointing a further non-executive director. 

Following the planned changes, the Board will comprise the Chairman, six independent non-executive directors and three other directors.  Accordingly, excluding the Chairman, two-thirds of the Board will be independent non-executive directors.

Commenting on the changes, Sir George Mathewson, Chairman, said, "I have been delighted to be associated with a Company as strong and as successful as Stagecoach and I am confident that the changes to the Board announced today will mean the Company remains in good hands when I retire in April.  The planned changes reflect a continuation of an evolution of management responsibilities and as a result, the Board anticipates the transition to be smooth."

Commenting on the changes, Sir Brian Souter, Chief Executive said, "I remain committed to the success of Stagecoach and consider now to be an appropriate time to plan to take a step back from the day-to-day management of the business.  I fully support the Board's decisions to appoint Martin and Ross to their new roles, which reflects a further continuation of the transition in responsibilities that has occurred over recent years.  With a combined shareholding of over 25%, my family and I remain committed shareholders in Stagecoach and I will devote whatever time is necessary to effectively discharge my responsibilities as Chairman when that time comes."

Commenting on the changes, Martin Griffiths, Finance Director said, "I am honoured and delighted to be taking on the position of Chief Executive.  I am proud to be part of the Stagecoach success story, working closely with Sir Brian.  I look forward to continuing to work with Sir Brian and the team of talented people across the Group that underpin Stagecoach's success.   I would like to congratulate Ross Paterson on his planned appointment as Finance Director - he has made a great contribution to the Group over the last thirteen years and I look forward to continuing to work closely with Ross and the rest of our strong senior management team."


Investors and analysts

Martin Griffiths, Finance Director                                                      01738 442111

Ross Paterson, Director of Finance & Company Secretary       01738 442111



Steven Stewart, Director of Corporate Communications         07764 774680




Sir Brian Souter (58) is an award-winning entrepreneur who co-founded Stagecoach and is the architect of the Group's strategy and philosophy. He has extensive knowledge of the ground transportation industry around the world and is currently responsible for managing all of the Group's operations.  Sir Brian has been behind some of the major transport innovations over the past three decades, including, in recent years, the market-leading budget coach service,  He is Chairman of Souter Investments and a Chartered Accountant.

Garry Watts (55) joined the Board in 2007 and is the Group's Senior Independent Non-Executive Director and Chairman of its Audit Committee.  He is Chairman of Spire Healthcare Limited, HADA Group Limited and BTG Limited.  He is also a non-executive director of Coca-Cola Enterprises, Inc.  A Chartered Accountant, Garry Watts is a former Chief Executive of SSL International plc, Non-Executive Director of the Medicines and Healthcare Products Regulatory Agency and Protherics plc and Executive Director of Celltech plc, Finance Director of Medeva plc and partner with KPMG.

Martin Griffiths (46) joined Stagecoach in 1998 as Business Development Director and was appointed Finance Director in 2000.  He currently supports the Chief Executive in all aspects of the Group's strategy and operations, and has specific responsibility for the Group's rail businesses.  Martin Griffiths is currently responsible for the Group's overall financial policy, taxation, treasury, employee benefits and pensions management. He is a non-executive director of Robert Walters plc and A G Barr plc, co-Chairman of Virgin Rail Group Holdings Limited and a member of the Rail Delivery Group.  Martin Griffiths is a chartered accountant.

Ross Paterson (41) joined Stagecoach in 1999 and has since held various senior finance and company secretarial roles.  He became Director of Finance & Company Secretary in 2007, with responsibility for treasury, corporate finance, City relations, financial reporting, internal audit and the company secretariat.  He is a director of Virgin Rail Group Holdings Limited and is a chartered accountant.

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