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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934
November 2, 2023
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant's
name)
Building 5, Croxley Park,
Hatters Lane, Watford, Hertfordshire, WD18 8YE,
England
(Address
of registrant's principal executive offices)
[Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.]
Form
20-F
X
Form 40-F
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[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes
No X
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[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes
No X
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[Indicate
by check mark whether by furnishing the information
contained
in this
Form, the registrant is also thereby furnishing information to
the
Commission
pursuant to Rule 12g3-2 (b) under the Securities Exchange Act
of
1934.]
Yes
No X
---
---
If
"Yes" is marked, indicate below the file number assigned to
the
registrant
in connection with Rule 12g3-2 (b) : 82- n/a.
Smith+Nephew to appoint John Rogers as
Chief Financial Officer
2 November
2023
Smith+Nephew (LSE: SN, NYSE: SNN), the global medical technology
business, announces
that John
Rogers will succeed Anne-Françoise Nesmes as
Chief Financial Officer. He will join the company as Chief
Financial Officer-designate on 1 December 2023 and, following a
period of induction, will join the Board as Chief Financial Officer
in the first quarter of 2024.
Anne-Françoise's intention to step down as Chief
Financial Officer was announced on 3 August 2023, and she has
agreed to remain on the Board to finalise the 2023 Annual
Report and Accounts and support an effective
transition.
John has extensive financial and commercial leadership
experience across a range of sectors and on a global basis, as well
as a track record of delivering complex international
transformation programmes. He has served as the Chief Financial
Officer of two FTSE-100 companies. He was most recently Chief
Financial Officer at WPP plc where he successfully led the
implementation of their global transformation programme. Prior to
WPP, John was Chief Financial Officer at J Sainsbury plc and also
served as Chief Executive Officer of Argos, Habitat and Sainsbury's clothing and
general merchandise businesses, where he led a major digitisation
programme, driving increased market share and double-digit profit
growth.
Rupert Soames, Chair of the Board, said: "John is a highly regarded
Chief Financial Officer with a proven track record operating around
the world and across a number of industry sectors. His extensive
experience in transformation and capital markets is especially
important given Smith+Nephew's focus on driving greater shareholder
value. We look forward to welcoming him later this
year."
Deepak Nath, Chief Executive Officer, said: "I am delighted to
welcome John to Smith+Nephew and look forward to working with him
as we continue to turn around performance and deliver the 12-Point
Plan. I would like to thank Anne-Françoise for
her dedicated service since she joined in 2020 and for her
commitment to effecting a smooth transition to our new Chief
Financial Officer."
John Rogers said: "This is a great opportunity to join one of
the world's leading healthcare companies with a strong heritage and
an ambitious vision for the future. I am delighted to be joining
Deepak and the team to drive execution of the 12-Point Plan and
deliver the Company's Strategy for Growth."
No further disclosure obligations arise under paragraphs (1) to (6)
of LR 9.6.13 R of the UK Listing Authority's Listing Rules in
respect of this change.
This announcement includes inside information as defined in Article
7 of the UK Market Abuse Regulation. The person responsible for
arranging the release of this announcement on behalf of the Company
is Helen Barraclough, Company Secretary.
Separately, today Smith+Nephew
also announced its trading
update for the third quarter ended 30 September
2023.
Remuneration
The Remuneration Committee considered the remuneration arrangements
for John Rogers and agreed that his remuneration should be set
having regard to his tenure as a FTSE100 Chief Financial Officer
and base salary in previous roles. He will be paid in accordance
with the Remuneration Policy approved by shareholders on 26 April
2023 (the "Policy") as set out in the 2022 Annual Report. In
summary:
●
John Rogers will begin his employment
as Chief
Financial Officer designate
on 1 December 2023 and following the induction period will be
appointed to the Board as an Executive Director in the first
quarter of 2024;
●
He
will receive a base salary of £725,000 per annum;
●
He
will participate in the Annual Bonus Plan with effect from 1
January 2024 with a maximum opportunity of 215% of base salary, of
which 50% will be paid in cash and 50% will be paid in shares
deferred for three years.
●
He
will participate in the Performance Share Programme with a maximum
opportunity of 275% of base salary;
●
The
Company will pay cash in lieu of a pension of 12% of salary per
annum in line with the wider UK workforce;
●
He will receive standard benefits, which are not
materially different in nature or value relative to the
incumbent Chief
Financial Officer;
●
He
will be required to build a shareholding in the Company of 200% of
salary within 5 years of appointment;
●
His
notice period will be 6 months from him with 12 months from the
Company.
Anne-Françoise will
be treated in accordance with the Policy and her contract of
employment for the remaining term of her employment. In
summary:
●
She
will continue to receive her salary and other benefits in the
normal way up to her end of employment;
●
Provided that she is employed on 31 March 2024,
she will be eligible to receive a payment under the Annual Bonus
Plan for the 2023 financial year. 50% would be paid in cash and 50% would be
deferred into shares under the Deferred
Bonus Plan;
●
As Anne-Françoise provided
the Board with significant advance notice of her intention to step
down, has evidenced dedication to her role and is supporting the
transition to the new Chief Financial Officer, it is the proposed
intention of the Remuneration Committee to exercise its discretion
to treat Anne-Françoise as
a Good Leaver for the purposes of unvested PSP awards, conditional
upon certain events not occurring from the date of this
announcement up to 30 days after her departure (which include
continuing with the full discharge of her duties in
role);
●
She will remain subject
to post-employment shareholding requirements as set out in the
Policy.
Further announcements regarding confirmation of Anne-Françoise's compensation
will be made in due course in accordance with applicable
legislation.
Full details will be disclosed in the Directors' Remuneration
Report for the relevant year.
Enquiries
Investors / Analysts
Andrew
Swift
Smith+Nephew
|
+44 (0)
1923 477433
|
Media
Charles
Reynolds
Smith+Nephew
|
+44 (0)
1923 477314
|
Susan
Gilchrist / Ayesha Bharmal
Brunswick
|
+44 (0)
20 7404 5959
|
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business that exists
to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 19,000 employees deliver this mission every
day, making a difference to patients' lives through the
excellence of our product portfolio, and the invention and
application of new technologies across our three global
business units of Orthopaedics, Advanced Wound Management and
Sports Medicine & ENT.
Founded in Hull, UK, in 1856, we now operate in more than 100
countries, and generated annual sales of $5.2 billion in 2022.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The terms 'Group' and 'Smith+Nephew' are used to refer to Smith
& Nephew plc and its consolidated subsidiaries, unless the
context requires otherwise.
For more information about Smith+Nephew, please
visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.
Forward-looking Statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements regarding expected
revenue growth and trading profit margins, market trends and our
product pipeline are forward-looking statements. Phrases such as
"aim", "plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions
are generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: risks
related to the impact of Covid, such as the depth and longevity of
its impact, government actions and other restrictive measures taken
in response, material delays and cancellations of elective
procedures, reduced procedure capacity at medical facilities,
restricted access for sales representatives to medical facilities,
or our ability to execute business continuity plans as a result of
Covid; economic and financial conditions in the markets we serve,
especially those affecting healthcare providers, payers and
customers (including, without limitation, as a result of Covid);
price levels for established and innovative medical devices;
developments in medical technology; regulatory approvals,
reimbursement decisions or other government actions; product
defects or recalls or other problems with quality management
systems or failure to comply with related regulations; litigation
relating to patent or other claims; legal and financial compliance
risks and related investigative, remedial or enforcement actions;
disruption to our supply chain or operations or those of our
suppliers (including, without limitation, as a result of Covid);
competition for qualified personnel; strategic actions, including
acquisitions and dispositions, our success in performing due
diligence, valuing and integrating acquired businesses; disruption
that may result from transactions or other changes we make in our
business plans or organisation to adapt to market developments;
relationships with healthcare professionals; reliance on
information technology and cybersecurity; disruptions due to
natural disasters, weather and climate change related events;
changes in customer and other stakeholder sustainability
expectations; changes in taxation regulations; effects of foreign
exchange volatility; and numerous other matters that affect us or
our markets, including those of a political, economic, business,
competitive or reputational nature. Please refer to the documents
that Smith+Nephew has filed with the U.S. Securities and Exchange
Commission under the U.S. Securities Exchange Act of 1934, as
amended, including Smith+Nephew's most recent annual report on Form
20-F, which is available on the SEC's website at www.
sec.gov, for a discussion of certain of these factors. Any
forward-looking statement is based on information available to
Smith+Nephew as of the date of the statement. All written or oral
forward-looking statements attributable to Smith+Nephew are
qualified by this caution. Smith+Nephew does not undertake any
obligation to update or revise any forward-looking statement to
reflect any change in circumstances or in Smith+Nephew's
expectations.
◊ Trademark
of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Smith
& Nephew Plc
(Registrant)
Date:
November 2, 2023
By: /s/
Helen Barraclough
-----------------
Helen
Barraclough
Company
Secretary