The appointment of the four new non-executive directors was effective yesterday (28 September 2020), and each of the new directors will stand for election at Australia-headquartered Boral’s annual general meeting on 27 October 2020.
Boral’s new independent non-executive directors are Rob Sindel and Deborah O’Toole.
Sindel brings to the board deep operational experience in the building and construction materials sector. He was the former managing director & CEO of CSR Limited for eight years to 2019. This was the culmination of his 30-year career in construction materials and building products both in Australia and the United Kingdom. Sindel is currently chairman of Orora Limited and a director of Mirvac Group.
Deborah O’Toole has extensive executive experience and finance capability including as a former CFO in three ASX listed companies – MIM Holdings, Queensland Cotton and Aurizon. She also has substantial board-level experience including as chair of the various audit and/or risk committees of Asciano Rail Group, Credit Union Australia, Sims Metal Management and Alumina Limited. O’Toole intends to reduce her current commitments to ensure she can devote sufficient time to her new role at Boral.
SGH and its associated entities now hold a relevant interest in up to 19.9% of the shares of Boral. As such, Boral’s board considers a level of proportionate representation on the board appropriate, subject always to any nominees being of a suitable calibre. SGH has nominated Ryan Stokes and Richard Richards to the board as nominees of SGH.
Boral considers that both nominees have experience suitable for directors and will add to the skills and capability of the board. Both nominees have acknowledged the importance of acting in the interests of all Boral shareholders and managing any conflicts of interest carefully.
Commenting on the new appointments to Boral’s board, chairman Kathryn Fagg said: “Together with my fellow directors, we are very pleased to welcome Rob, Deborah, Ryan and Richard to Boral’s board. I look forward to working with them all and drawing on the wealth of expertise that they each bring to the board.
“With the recent appointment of Boral’s new CEO & managing director, Zlatko Todorcevski, board renewal has also been a critically important focus for us. We said we were looking to recruit directors with deep industry experience and finance capability and that we were taking a rigorous approach to board succession and planning. It is very pleasing to be delivering on those plans with the appointment of such highly capable, experienced and well-respected directors to our board.
“Of our longer-serving directors, John Marlay and Eileen Doyle have indicated that they will retire at the conclusion of this year’s annual general meeting. On behalf of the board, I thank both John and Eileen for their substantial contribution to Boral, including as respective chairs of the Remuneration & Nomination Committee and the Health, Safety & Environment Committee of the board.
“Paul Rayner will stand for re-election at this year’s annual general meeting to facilitate a smooth transition of the chairmanship of the Audit & Risk Committee and is expected to retire during this next term of office.
“The appointment of four new non-executive directors and retirement of three existing directors represents a significant level of board renewal and sets us up well for the future.
“Together with the new directors and Paul Rayner, I will be standing for re-election at this year’s AGM. After two years as Boral’s chairman, I will be seeking shareholders’ support to continue in the role, and I will work to provide leadership stability through this period of renewal. We are looking forward to completing the portfolio review that is currently underway, and then re-setting the business to deliver stronger performance and value for our shareholders.”
