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MAGNIT PJSC (MGNT)
MAGNIT PJSC: Magnit Announces the Key Decisions of the BOD.
22-Jun-2018 / 10:38 MSK
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Press Release
Krasnodar
June 22, 2018
Magnit Announces the Key Decisions of the BOD.
Krasnodar, June 22, 2018: PJSC "Magnit", one of Russia's leading retailers
(the "Company", MOEX and LSE: MGNT), announces the key decisions of the
Board of Directors of the Company taken at the meeting held on June 21,
2018.
Khachatur Pombukhchan submitted his resignation notice to the Board of
Directors. The Board accepted his resignation with immediate effect and
appointed Olga Naumova, the current Executive Director, as the new CEO of
PJSC "Magnit". The Company, on its own behalf and on behalf of its
shareholders, would like to express its deep appreciation to Khachatur for
his enormous contribution to the Company's success for more than ten years.
The Board then appointed Olga Naumova to the position of CEO of PJSC
"Magnit". "Olga has over 20 years of managerial experience as a senior
executive in various sectors including consumer retail and played a crucial
role in the transformation of "Pyaterochka" stores at her previous position
as the General Director of the format. Members of the Board of Directors are
pleased to announce Olga's appointment as the new CEO of the Company and are
confident that Olga will make significant contribution to the success story
that Magnit is", Charles Emmitt Ryan, the Chairman of the Board of Directors
of PJSC "Magnit" said.
The Board believes that it is critically important to be fully engaged with
the management during this transition phase to provide strategic guidance
and supervision. The Board has decided to involve Paul Foley, Deputy
Chairman of the Board of Directors, who has significant retail industry
experience, to provide such strategic advice and support to Olga in
transitioning to her new role. As a next step, the Board intends that Paul
will combine his Board position with a senior executive role to support both
Olga and the Company in the development of the Company's strategy focusing
on customer engagement and like-for-like growth.
Paul Foley is the Founder and Managing Partner of Foley Retail Consulting
GmbH in Europe. Paul is currently serving on the board at GIPPO Hypermarkets
in Belarus, VOLI supermarkets in Montenegro and AHT Cooling Systems in
Austria. The main bulk of his career was 23 years at Aldi Süd ending in
2012. He was the CEO for the UK and Republic of Ireland from 1999-2009 Paul
started his career with Bejam Frozen Foods in 1974 and has over 40 years of
experience in retail.
Charles Emmitt Ryan was elected as the Chairman of the Board of Directors,
Paul Michael Foley - as his Deputy, Vladislav Golovanov - as the Secretary
of the Board of Directors.
The Board of Directors has decided to form the Audit Committee, comprised of
Gregor William Mowat (Chairman of the Committee), James Pat Simmons, and
Alexander Prisyazhnyuk; the HR and Remuneration Committee, comprised of
James Pat Simmons (Chairman of the Committee), Paul Michael Foley, and
Alexander Prisyazhnyuk; the Strategy Committee, comprised of Paul Michael
Foley (Chairman of the Committee), Alexey Makhnev, and James Pat Simmons.
The Board of Directors has approved the Management Board of PJSC "Magnit",
comprised of six members: Olga Naumova (Chairman of the Management Board),
Elena Milinova (Deputy Chairman of the Management Board), Tatyana Knyazeva,
Elena Zhavoronkova, Artem Smolenskiy, Ilya Sattarov.
The HR and Remuneration Committee has presented a report on the results of
consideration of the new organizational structure of the PJSC "Magnit" Group
of Companies, as well as drafts of the Short-Term and Long-Term Incentive
Programs for the management. "The Short-Term Incentive Program for top
managers of the Company proposes changes in remuneration package towards
higher share of performance bonuses in total compensation, with the size of
bonuses directly linked to meeting key performance targets. In the
longer-term, the management should be focused on share price performance as
a key metric for the Long-Term Incentive Program. We discussed the key
principles of the programs but have not finalized the details so we will
continue to work on that", commented James Simmons, the Chairman of HR and
Remuneration Committee.
The Board of Directors has recommended approving the new version of the
Charter of JSC "Tander" that implies expansion of business activities of the
Company: it is planned that JSC "Tander" will obtain a license to enter into
a pilot cooperation to operate retail stores within a small number of
Russian post offices.
The Board of Directors has examined the matter regarding the status of the
Company's improved customer value proposition strategy, and has asked for
more detailed information to understand how pharmacy fits into process of
substantially increasing customer engagement.
Paul Foley, Deputy Chairman of the Board and Chairman of the Strategy
Committee, commented: "We have examined the financial and economic case for
the pharmacy business to strengthen the customer value proposition of our
existing retail concepts. The Committee believes that this strategy should
be developed further. We await a full proposal from the Management,
including a comprehensive due diligence on any potential acquisition."
In addition to the agenda items, the Board discussed and preliminary
considered an initiative to form the Capital Markets Committee. The
Committee would be a body of the Board of Directors and provide
recommendations on improving corporate governance. The Board of Directors
will return to this issue at the next meeting, after all necessary
organizational procedures are carried out and the documents prepared.
Charles Emmitt Ryan, Chairman of the Board of Directors, concluded: "The
joint objective of the Board of Directors and the Company's management is to
ensure that the Company has the highest quality corporate governance system
that meets best practices and international standards, to serve the
interests of the Company and all its stakeholders. The Board of Directors
takes these issues very seriously. To that end, the Board of Directors and
its committees will continue close coordination with, and supervision of,
the management on all important matters the Company is facing. In addition,
significant attention will be devoted to the appropriate management
remuneration system based on KPIs to provide the right incentives for
management and ensure maximum transparency both for the investors and for
the managers themselves."
For further information, please contact:
Timothy Post Head of Investor Relations
Email: post@magnit.ru
Office: +7-861-277-4554 x 17600
Dina Svishcheva Deputy Director, Investor Relations
Email: Chistyak@magnit.ru
Office: +7-861-277-4554 x 15101
Media Inquiries Media Relations Department
press@magnit.ru
Company description:
Public Joint Stock Company "Magnit" is one of Russia's leading retailers.
Founded in 1994, the company is headquartered in the southern Russian city
of Krasnodar. As of March 31, 2018, Magnit operated 37 distribution centers
and 16,625 stores (12,283 convenience, 242 hypermarkets, 210 Magnit Family
stores and 3,890 drogerie stores) in 2,764 cities and towns throughout 7
federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2017, Magnit had revenues of
RUB 1,143 billion and an EBITDA of RUB 92 billion. Magnit's local shares are
traded on the Moscow Exchange (MOEX: MGNT) and its GDRs on the London Stock
Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of
BB. Measured by market capitalization, Magnit is one of the largest
retailers in Europe.
ISIN: US55953Q2021
Category Code: MSCU
TIDM: MGNT
LEI Code: 2534009KKPTVL99W2Y12
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 5675
EQS News ID: 697957
End of Announcement EQS News Service
(END) Dow Jones Newswires
June 22, 2018 03:39 ET (07:39 GMT)
