Jerry Maycock to retire from CSR per original timetable
Non-executive Director Jeremy Sutcliffe to assume role as interim Managing Director for up to 12 months
Building Products and Sugar (Sucrogen) to operate as autonomous businesses with current CEOs
CSR announced today that its Managing Director, Jerry Maycock, will retire at the end of CSR’s financial year on 31 March 2010. CSR had previously announced that Jerry would retire on completion of the demerger of the company's Sugar and Renewable Energy Business (Sucrogen), which was expected to occur around this date. However, following the recent Federal Court decision which declined orders to enable CSR to convene a meeting of its shareholders to consider the demerger proposal, Jerry has advised the Board of his desire to maintain his originally expected retirement date of 31 March 2010, and the Board has accepted this decision. Until this date Jerry will continue in his role as Managing Director of CSR and remain responsible for its operations.
The Board of CSR is also pleased to announce that current non-executive Director, Jeremy Sutcliffe, has been appointed to the position of interim Managing Director for a period of up to 12 months, with the primary mandate of completing the implementation of the company’s business separation strategy. In the context of the recent Federal Court decision, shareholders should be assured that the Board, in considering separation proposals, will continue to take into full account the interests not only of shareholders but of all stakeholders, including those with a relevant interest in the asbestos issue.
CSR believes shareholder value is maximised by operating its two businesses - Building Products (including Aluminium) and Sucrogen - independently, and has been working towards this objective. This has included establishing strong, independent management teams, stand-alone operating systems, and individual corporate identities and branding. Accordingly it is now intended, so far as legally and practically possible, to operate these businesses as if permanent separation had occurred, providing each business with operating autonomy consistent with that objective.
Rob Sindel will continue as CEO, CSR Building Products (and assume responsibility for Aluminium) while Ian Glasson will continue as CEO, Sucrogen, both reporting through Jeremy Sutcliffe to the Board.
CSR’s Chairman, Dr Ian Blackburne, said: "The Board remains committed to creating additional value for shareholders through a separation of its businesses. The appointment of Jeremy Sutcliffe as interim Managing Director allows strategic corporate issues to be explored thoroughly, whilst ensuring that our two businesses remain completely focused on their business operations."
"Jeremy has a strong track record as former Group Chief Executive of Sims Metal Management Limited and has overseen numerous corporate transactions. He has also developed a strong understanding of CSR's two businesses, since joining the CSR Board in December 2008."
"The Board thanks Jerry Maycock for his contribution to CSR during a challenging period, both globally and for CSR. We wish him well in his endeavours following his retirement."
Jerry Maycock said: "I have been privileged to lead CSR over the past three years and to have positioned the company where its two businesses can flourish independently under whatever structure the company elects to pursue."
Jeremy Sutcliffe said: "My first priority will be to continue the work of the Board towards separation in the context of the Federal Court decision and the upcoming appeal. I also look forward to working with the CSR management team which has dedicated an enormous amount of time and effort over the past months to delivering the right outcome for shareholders and other stakeholders."
Schedule 1 – Summary of terms for Mr Sutcliffe
The following terms have been agreed between CSR and Mr Sutcliffe in principle subject to final documentation:
Commencement date and Term
Mr Sutcliffe will be appointed interim Managing Director with effect from 1 April 2010.
His contract of employment will expire at the end of 31 March 2011.
Mr Sutcliffe will be primarily responsible for the strategic direction and initiatives of the company, reporting to the board.
The key terms of Mr Sutcliffe’s remuneration package are as follows:
Base salary of A$1,300,000, of which up to 50% may be in CSR shares (with the remainder in cash). The share component will be subject to shareholder approval.
Discretionary short term incentive up to a target of $910,000 based on performance against key performance indicators developed by the Board in consultation with Mr Sutcliffe and up to a further $390,000 for exceptional performance.
It is anticipated that the short term incentives will be tested by the board against the key performance indicators on or about 31 March 2011. However, should the board consider that the key performance indicators are achieved by Mr Sutcliffe at an earlier time then he will become entitled to the short term incentives at such earlier time.
Any entitlement to this short term incentive will be delivered 50% in cash, and, subject to shareholder approval, 50% in shares.
Termination of Employment
Except in circumstances of summary dismissal, neither party may terminate the agreement prior to 1 October 2010.
After 1 October 2010, either party may terminate by providing 3 months’ written notice.
Schedule 2 – Summary of entitlements of Mr Maycock
Mr Maycock has provided six months’ notice of his resignation. He will continue in his role at CSR until 31 March 2010 and be paid in lieu of the balance of his notice period.
Short term incentive
Mr Maycock may be entitled to a short term incentive benefit in respect of the financial year ending 31 March 2010. This will be determined by the CSR board in the ordinary course and at the same time as short term incentive benefits for other executives are determined.
Long term incentive
The CSR board has exercised its discretion under the rules of the CSR Cash Acquisition Share Plan and forfeited:
two thirds of Mr Maycock’s 2009 share grant; and
one third of Mr Maycock’s 2008 share grant.
Mr Maycock’s shares from the 2007 grant and remaining shares from the 2008 and 2009 share grants will be tested and may vest at the same time as allocations are tested and may vest for other participants in accordance with the terms of the grants.