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Screenshot of a breaking news alert e-mail from Q2 2017
London Stock Exchange Group plc (LSEG) just announced that, at the Board’s request, Xavier Rolet has agreed to step down as CEO with immediate effect. The Board has asked David Warren, CFO, to assume the additional role of Interim CEO until a successor is appointed. David Warren is well qualified, having been CFO of LSEG for the past five years, and is an integral leader of the team that has successfully executed the Company’s strategy during this period, including strategic acquisitions. Prior to joining LSEG, David Warren spent nine years as CFO of NASDAQ.
Donald Brydon has indicated that he will not stand for re-election at the annual general meeting of LSEG in 2019, as he and the Board believe that at that point it would be in shareholders’ interests to have a new team at the helm to steer the future progress of the Company.
On 19 October 2017, LSEG announced that the Board was initiating a transition process to find a successor to the Company’s CEO, Xavier Rolet, who would leave by the end of December 2018. The Board believed, and continues to believe, this was in the best interests of the Company.
On 9 November 2017, The Children’s Investment Master Fund (“TCI”), a shareholder in LSEG, sent a requisition for a general meeting and proposed two resolutions related to the continued tenure of Donald Brydon as Chairman and Xavier Rolet as CEO. In light of this announcement, the Company has asked TCI to withdraw its requisition. If TCI does not withdraw its requisition in full, the Board intends to publish a shareholder circular confirming among other things the date of the general meeting at which the proposed resolution or resolutions will be put. The circular would be published no later than 30 November 2017.
The appendix contains a summary of the terms relating to Xavier Rolet’s departure from the Company. Xavier Rolet has also confirmed that under no circumstances would he return to office as CEO or a director of the Company. The financial terms below were agreed with Mr Rolet in October 2017 in connection with his announced departure and all are in line with the Company’s shareholder approved Remuneration Policy 2017. The Company is honouring those contractual commitments.
The appendix includes the changes to David Warren’s terms, which will apply until a CEO successor is appointed.
The FCA and the Bank of England were kept informed from late September 2017 on the succession planning process, and have also been kept up to date in the period leading up to the publication of this announcement.
Donald Brydon commented:
The Board is confident LSEG will continue to prosper with David Warren as Interim CEO and the existing strong management team. They have deep knowledge of LSEG’s business and helped shape, lead and execute its strategies. They are already working towards LSEG’s current three year financial targets. I look forward to working with David and his team. We acknowledge, as I said last month, Xavier’s immense – indeed transformative – contribution to the business.
Xavier Rolet added:
Since the announcement of my future departure on 19 October, there has been a great deal of unwelcome publicity, which has not been helpful to the Company. At the request of the Board, I have agreed to step down as CEO with immediate effect. I will not be returning to the office of CEO or director under any circumstances. I am proud of what we have achieved during the past eight and a half years.
David Warren was appointed Chief Financial Officer of LSEG and joined the Board as a Director on 2 July 2012. Warren previously spent nine years as CFO at NASDAQ, where he was responsible for all financial operations, including accounting, SEC and regulatory reporting, treasury, tax, risk management, financial planning and analysis, corporate finance and investor relations. Following this, David Warren spent two years as a Senior Adviser to the CEO of NASDAQ. Prior to his time at NASDAQ, Warren held a number of senior finance roles, including seven years at CS First Boston.