13 March 2019
Standard Life Aberdeen plc ('the Company') announces the following changes to its Board of Directors ('Board').
Recognising the progress made since the merger, with the encouragement of the Board, the co-CEOs instigated discussions around the management structure best placed to deliver the strategy agreed by the Board. The management changes now being announced are designed to strengthen our client focus, simplify reporting lines and put in place a structure which will facilitate robust execution of the next stages of our transition and transformation programmes.
With effect from 13 March, the Board unanimously approved the dissolution of its current co-Chief Executive structure. Keith Skeoch has been appointed sole Chief Executive Officer. Recognising the critical importance of his client facing responsibilities, Martin Gilbert becomes Vice Chairman of Standard Life Aberdeen, Chairman of Aberdeen Standard Investments and will continue to be an Executive Director of the Board. In this role, Martin will be able to focus solely on our strategic relationships with key clients, winning new business and realising the potential from our global network and product capabilities. Martin and Keith will continue to report directly to the Chairman.
After an outstanding career with the Group of some 34 years, Bill Rattray will retire from the Board, by mutual agreement, on 31 May 2019. Bill was appointed to the Board in August 2017, having been Finance Director of Aberdeen Asset Management PLC ('Aberdeen') since January 1991. He will be succeeded by Stephanie Bruce who, subject to satisfying all relevant regulatory requirements and processes, will take up the position of Chief Financial Officer (CFO) and Executive Director on 1 June 2019. Stephanie's appointment will be subject to election by shareholders at the AGM on 14 May 2019.
Stephanie Bruce is a highly experienced financial services practitioner with over 25 years sector knowledge of technical, reporting and commercial practices. She has been a partner in PwC since 2002 and a member of the Assurance Executive since 2016, leading the Financial Services practice for Assurance in the UK.
In addition, Richard Mully will retire from the Board at the conclusion of the 2019 AGM. He has been a Director of the Company since August 2017, having served as a Director of Aberdeen since April 2012.
Commenting on these Board changes, Sir Douglas Flint, Chairman, said: "A great deal has been achieved by both Martin and Keith to drive the business forward, and leave us well-placed for the future. The changes that we have announced today have the unanimous backing of the Board. The new structure will strengthen our client focus, simplify reporting lines and facilitate robust execution of the next stages of our transition and transformation programmes.
On behalf of the Board, I would like to thank Bill and Richard for their dedicated service to Standard Life Aberdeen, particularly as it came together after our merger in August 2017. I am delighted that Stephanie will be joining us as CFO bringing with her extensive experience gathered over an impressive career in financial services".
Following these changes, the Board will comprise four executive directors, five non-executive directors and the Chairman. The Board will be made up of four women and six men.
The Financial Conduct Authority has been informed of these proposed changes and no other information is required to be disclosed pursuant to paragraph LR 9.6.13R of the Listing Rules of the Financial Conduct Authority.
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LEI number of Standard Life Aberdeen plc: 0TMBS544NMO7GLCE7H90
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Service contract - Stephanie Bruce
1. Stephanie Bruce's remuneration will be subject to the terms of the Remuneration Policy for new appointments as published in the Directors' Remuneration Report in the 2017 Annual Report and Accounts.
2. Her basic salary will be £525,000 per annum.
3. Under the Executive Incentive Plan, bonuses are paid annually subject to performance. The maximum level of bonus payable to Stephanie will be 350% of salary with a minimum of 75% deferred and subject to performance underpins for at least three years.
Any bonuses paid or deferred will be subject to such clawback provisions as determined by the Remuneration Committee.
4. The Remuneration Committee has agreed to grant Stephanie, under the terms of the Deferred Share Plan (approved by shareholders at the 2018 AGM) a one-off award over Standard Life Aberdeen plc shares in connection with her appointment as CFO. This is in recognition of the way in which the composition of Stephanie's remuneration will change on joining the Company in that she will be transitioning from a professional services firm where her remuneration was paid under a partnership model and was delivered in cash, to a listed company where a greater proportion of her remuneration will be variable pay in the form of equity awards with underpins and deferral features.
The one-off award will be in the form of nil-cost options over shares in the Company worth £750,000 at the date of grant, which will vest, subject to Stephanie's continued employment, in three equal tranches on the first, second, third anniversaries of the award. This is intended to ensure that Stephanie's interests are aligned with those of the Company's shareholders from the outset.
5. Stephanie will not be appointed for a fixed term but her service contract will contain a notice provision under which she may terminate her employment with the Company upon 6 months' notice and the Company may terminate her employment upon 12 months' notice.
Interests in shares - Stephanie Bruce
As at March 2019 Stephanie Bruce holds no shares in Standard Life Aberdeen plc
Biographical details: Stephanie Bruce
1990 - Present
PwC Head of Financial Services Assurance UK - From 2016
Leads the assurance professional services practice across all financial services markets with circa 2500 people across the UK. As a member of the Executive team reporting to the Board, is responsible for development of business and client programmes, operational capability, service delivery, commercial pricing of services and results, talent management and marketing/external profile for financial services.
Head of Financial Services for Regions UK - From 2016
Linked to role above, leads the tax and consulting activity ex London.
Director - Indian service company for PwC Actuarial - 2017 to 2018
Non Executive for company focused on building actuarial talent in Mumbai, with aim to increase offshore capability for complex analytical and modelling to address financial risks.
Head of Assurance in Scotland - 2012-2016
Led business in Scotland for professional services to all sectors, focusing on service delivery, commercial considerations and talent management.
- Member of Council for ICAS and Chair of Audit Committee - 2015
- Director of Scottish Financial Enterprise - Financial Services trade body - 2014
- Trustee of Fettes Foundation - Charitable Trust - 2016
Stephanie Bruce has been a member of the Institute of Chartered Accountants of Scotland since 1993.
1. Martin Gilbert's base salary will remain at £600,000 and the maximum percentage of bonus payable to him will be reduced from 600% to 350%.
2. There will be no change to Keith Skeoch's remuneration.
3. Bill Rattray will retire from the Board on 31 May 2019. He will remain employed to provide support to Stephanie Bruce until 31 December 2019. He will continue to be eligible for his salary and benefits until then and will accrue bonus under the Executive Incentive Plan until that date. In line with his contract, the remaining 5 months of his 12 month notice period will be paid in lieu of notice.