The Chairman of CSR Limited, Dr Ian Blackburne,today announced that Mr Jerry Maycock will join CSR in early 2007 as anexecutive director, and be appointed Managing Director and CEO effective 1April 2007. As previously announced, current Managing Director and CEO, Mr AlecBrennan will retire on 31 March 2007.
Jerry has been Managing Director and CEO of HastieGroup Ltd for two years and led its successful listing on the ASX in April 2005.This followed a 21-year career with Holcim Limited, one of the world’s leadingconstruction materials companies based in Switzerland with assets over $30billion. His most recent role was Senior Vice President, Southern ASEAN &Australasia / Pacific with responsibility for assets of $2.8 billion and over6,000 employees. This role included responsibility for business development andM&A in the region, reporting to the deputy chief executive officer ofHolcim.
In 2002, Jerry was responsible for the negotiationof Holcim’s merger of its Australian business with Australian Cement to formCement Australia, and he assumed the role of chairman of the new joint venture.
Jerry is a non-executive director of the recentlylisted AGL Energy Limited.
CSR Chairman Ian Blackburne said he was delightedthat Jerry has agreed to join CSR.“Jerry understands tough manufacturing businesses, large and small, andhis experience gives him a strong global perspective. He has good leadershipcredentials and a proven ability to drive strategy, restructuring andperformance”.
Mr Maycock will stand for election as a director atCSR’s annual general meeting in July 2007 in accordance with CSR’sConstitution. Attached is his CV and a summary of the main elements and termsof his Executive Service Agreement with the company.
Dr Blackburne paid tribute to Alec Brennan’scontribution to CSR:“Alec has held awide range of roles in CSR over 38 years with the company and 10 years as adirector. He played a critical part in shaping and executing the restructure ofthe company, culminating in the demerger of Rinker Group Limited, which hascreated great value for shareholders. CSR has continued to grow and prosperunder his stewardship as Managing Director.”
2 November 2006
Dr Ian Blackburne,Chairman
Tel:+612 9235 8188www.csr.com.au
JeremyC R (Jerry) Maycock F.I.P.E.N.Z.,F.A.I.C.D.
Born in England in 1952, Jerry graduated fromLiverpool University in 1973 with a Bachelor of Engineering (1stclass Hons) in Mechanical Engineering.
His early career was in technical andcommercial roles with Shell Oil in the UK and New Zealand. Then, after a shortperiod with a leading NZ electronics firm, in 1983 he joined the cementindustry, becoming CEO and Managing Director of the listed company Milburn NZLtd (now Holcim NZ Ltd) in 1988.
In 1992 he transferred to Australia asManaging Director of Queensland Cement Ltd, the Australian operating subsidiaryof Holcim. Swiss based Holcim Ltd is one of the world’s largest constructionmaterials companies, focused on cement, concrete and aggregates, and active inover 70 countries.
From 1998 until early 2004, Jerry wasSenior Vice-President of Holcim Limited, based in Brisbane, responsible for allSouthern ASEAN, Australasian and Pacific activities. He was also the inauguralChairman of Cement Australia from 2003 until 2006.
In April 2004 he resigned his executiveresponsibilities with Holcim to pursue an Australian based career, joiningHastie Group Ltd as CEO and MD, taking that company through its ASX listing inMarch 2005 to the present day.
Jerry is a non-executive director of AGLEnergy Ltd, a Fellow of the Institute of Professional Engineers New Zealand,and a Fellow of the Australian Institute of Company Directors
Summaryof the main elements and terms of Mr Maycock’s Executive Service Agreement
Mr Maycock is appointed to theposition of Managing Director and Chief Executive Officer, effective 1 April2007, after commencing as Executive Director on a prior date to be agreed.
The agreement is for anindefinite duration terminable as outlined below.
The duties of Mr Maycock arethose expected of an executive director for a short transition period and thenthose duties expected of a Managing Director and Chief Executive Officer. He isrequired to report directly to the Board and perform the duties assigned to himby the Board. Mr Maycock must also comply with CSR Limited’s policies in forcefrom time to time.
There are three (3) componentsof Mr Maycock’s remuneration. They are:
a) Fixed AnnualRemuneration
Mr Maycock’s initial FixedAnnual Remuneration will be one million two hundred and twenty five thousanddollars ($1,225,000) per annum. The Fixed Annual Remuneration is inclusive ofsuperannuation and will be reviewed annually.
b) Short termincentive
Mr Maycock is entitled to adiscretionary short term cash incentive payment as determined by the Board.There will be an opportunity for Mr Maycock to earn up to a maximum of 100% ofhis Fixed Annual Remuneration each year.
c) Long termincentive
Mr Maycock will be entitled toparticipate in CSR Limited’s Cash Award Share Plan, which provides for CSRshares to be purchased on-market and held in trust for up to ten years. Themaximum value of any long term incentive award of shares which Mr Maycock mayreceive in any one year is 120% of Fixed Annual Remuneration. Payment of longterm incentives is subject to performance and vesting criteria set by theBoard, annual Board approval, any required approval by the Company’sshareholders and any necessary regulatory consent.
Mr Maycock is entitled to aonce-off sign-on benefit of three hundred and fifty thousand dollars ($350,000)in cash or shares purchased on-market to be held in CSR Limited’s EmployeeShare Acquisition Plan. The shares or cash will be paid or will vest in twoequal tranches on the dates that are 12 and 24 months from the commencement ofemployment. Payment or vesting of this award is contingent on Mr Maycockremaining an employee of CSR Limited on the relevant payment or vesting dates.
Mr Maycock may resign at anytime by giving six (6) months’ notice. CSR Limited may terminate Mr Maycock’semployment by giving twelve (12) months’ notice.
If Mr Maycock resigns from hisemployment, all shares that he has received as part of his long term incentiveaward will vest at the discretion of the Board and any entitlement to shortterm incentive payments will cease. If CSR Limited terminates Mr Maycock’semployment, Mr Maycock will be entitled to a pro-rata short term incentivepayment calculated from 1 April in the relevant year to the date of terminationand long term incentive in accordance with the rules of CSR Limited’s CashAward Share Plan.
If Mr Maycock’s employment isterminated before commencement of his engagement or in circumstances of amaterial change to his status, Mr Maycock will be entitled to a paymentequivalent to twelve (12) months Fixed Annual Remuneration in lieu of noticeplus a payment in lieu of other benefits equivalent to twelve (12) months FixedAnnual Remuneration.
There are provisions forimmediate termination for cause1 and termination as a result ofdeath or total permanent disablement.
Mr Maycock is restrained duringemployment and for up to twelve (12) months after termination from competingwith CSR Limited and soliciting customers, employees, directors and managers ofCSR Limited.
The agreement contains othergeneral provisions including provisions regarding confidential information,intellectual property and moral rights.
This isa summary of the main terms of Mr Maycock’s contract which he and CSR Limitedhave signed.
1 CSR Limited may terminate forcause where Mr Maycock:
(1)commits any act which in the reasonable opinion of the Board detrimentallyaffects the Company or any Group Company including, but not limited to, an actof material dishonesty, fraud, wilful disobedience, serious misconduct, wilfulnegligence, incompetence in the performance of his duties or breach of duty;
(2) ischarged with any serious criminal offence which is likely to affect adverselythe Company or any Group Company’s reputation;
(3)wilfully, persistently or materially fails to perform or observe any lawfuldirection or instruction by the Board or in any other respect fails to performor observe the terms or provisions of this agreement and does not remedy thatfailure to the satisfaction of the Board within seven (7) days of receivingnotice from the Company specifying the failure;
(4)commits any act of bankruptcy or compounds with creditors; or
(5) failsto comply with a material provision of the policies or procedures of theCompany as amended from time to time and does not remedy that failure to thesatisfaction of the Board within seven (7) days of receiving notice from theCompany specifying the failure.