Blueprint
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
April 04, 2018
Commission
File Number 001-14978
SMITH & NEPHEW
plc
(Registrant's
name)
15 Adam
Street
London, England WC2N 6LA
(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
---
---
[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
---
---
[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
---
---
[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.
Namal Nawana appointed Chief Executive Officer of Smith &
Nephew
4 April 2018
Smith & Nephew plc (LSE:SN, NYSE:SNN), the global medical
technology business, today announces the appointment of Namal
Nawana as Chief Executive Officer. He will join the Company
and be appointed to the Board as an
Executive Director on 7 May 2018.
Most recently, Namal was Chief Executive Officer of medical
diagnostics company Alere, Inc., where he led the successful
turnaround of this global business and oversaw its $5.3 billion
acquisition by Abbott in 2017. He joined Alere as Chief Operating
Officer in December 2012.
Prior to Alere, Namal spent more than 15 years at Johnson &
Johnson, primarily in its Medical Devices & Diagnostics
segment, in a number of progressively senior commercial leadership
roles across markets including in the USA, Asia and Europe. In 2011
he became Worldwide President of DePuy Synthes Spine, where he
oversaw a transformation programme including substantial margin
improvement and the integration of Synthes following its
acquisition in 2012.
Namal
will succeed Olivier Bohuon, who will step down from the Board on 7
May. During his notice period, Olivier will be available in an
advisory capacity to provide advice and assistance to Namal in his
new role, to help ensure a smooth transition.
Roberto Quarta, Chairman of Smith & Nephew,
commented:
"In Namal I am delighted that we have secured an exceptional new
chief executive with a proven record within the medical device
industry. He has the experience as a CEO of a major listed company
in the healthcare sector, and has demonstrated that he can energise
businesses to deliver better performance and greater value to
shareholders. We are looking forward to him joining our Board and
driving Smith & Nephew to the next level of
success."
"I would also like to thank Olivier for his service. In his seven
years as chief executive, Smith & Nephew has undergone
important and necessary change and he has significantly
strengthened the foundations of our Company. This has delivered
strong value to shareholders, almost doubling the share price and
materially outperforming the FTSE100, whilst also increasing the
dividend distribution by more than 100%. On behalf of the Board and
all of Smith & Nephew I wish him a happy retirement and all the
best for the future."
Namal Nawana commented:
"I am passionate about the medical devices industry where I have
worked all my life and it is an honour to become the new Chief
Executive of Smith & Nephew, a company I greatly admire. I am
most excited by its portfolio of innovation which I believe gives
an excellent platform from which to drive the business forward into
its next exciting chapter."
Mr Nawana is an independent member of the Board of Hologic, Inc. 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 appointment.
Remuneration
Mr
Nawana will be paid in accordance with the Remuneration Policy
approved by shareholders on 6 April 2017, as set out in the Annual
Report:
-
He will be employed on our standard US executive
contract.
-
He will receive a base salary of $1,540,000 per annum
(£1,100,000 converted using average exchange rates for Q1
2018) and will be paid at that dollar amount going
forward.
-
He will participate in the Annual Incentive Plan (cash and equity)
and the Performance Share Plan. Awards for 2018 will be pro-rated
to reflect time served during the year.
-
He will be eligible to join those US defined contribution pension
plans available to our US
executives: Executive Plus Plan, 401k and 401k plus savings.
Collectively, the Company contributions to these plans total 21.47%
of salary.
-
He will receive standard US Executive benefits, which are not
materially different in nature or value relative to the incumbent
CEO.
-
His notice period will be six months, with the Company required to
provide 12 months.
-
Mr Nawana will receive no sign-on or buy-out award associated with
joining the Company.
Up
until his retirement from the Company on 6 November 2018, Mr Bohuon
will be paid in accordance with the Company's Remuneration Policy
and the terms of his service agreement:
-
He will continue to receive his salary, benefits and a payment in
lieu of pension during his notice period.
-
He will also participate in the 2018 Annual Incentive Plan for the
period up until his retirement. Any Annual Incentive Plan
payment, which is dependent on performance, will be determined by
the Remuneration Committee in February 2019.
-
In accordance with the Plan Rules, on his retirement from the
Company all unvested Equity Incentive Awards will vest in their
entirety.
-
Also in accordance with the Plan Rules, the outstanding Performance
Share Plan awards granted will be pro-rated for service and will,
subject to the performance conditions being satisfactorily met at
the end of the three-year performance period, vest on the original
vesting dates on the third anniversary of the respective dates of
grant. He will be required to retain any vested shares, net of tax,
in relation to the 2017 award for a further two-year period after
the vesting date. In light of his anticipated retirement, no
Performance Share Plan award was made in 2018.
Enquiries
Investors
|
|
Ingeborg Øie
Smith & Nephew
|
+44 (0) 20 7960 2285
|
Media
|
|
Charles Reynolds
Smith & Nephew
|
+44 (0) 1923 477314
|
|
|
Ben Atwell / Debbie Scott
FTI Consulting
|
+44 (0) 20 3727 1000
|
|
|
About Smith & Nephew
Smith & Nephew is a global medical technology business
dedicated to helping healthcare professionals improve people's
lives. With leadership positions in Orthopaedic
Reconstruction,
Advanced
Wound Management,
Sports
Medicine and
Trauma
& Extremities, Smith &
Nephew has around 15,000 employees and a presence in more
than 100 countries. Annual
sales in 2017 were almost $4.8 billion. Smith & Nephew is a
member of the FTSE100 (LSE:SN, NYSE:SNN).
For more information about Smith & Nephew, please
visit our
website www.smith-nephew.com, follow @SmithNephewplc
on Twitter or
visit
SmithNephewplc on Facebook.com.
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 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:
economic and financial conditions in the markets we serve,
especially those affecting health care providers, payers and
customers; 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 compliance risks and
related investigative, remedial or enforcement actions; disruption
to our supply chain or operations or those of our suppliers;
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; 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, 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 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: April
04, 2018
By: /s/
Susan Swabey
-----------------
Susan
Swabey
Company
Secretary