Company Profile - Vertu Motors plc

Company Profile
Vertu Motors
Company registration number 5984855
Date of incorporation 1st November 2006
Country of incorporation England and Wales
Main country of operation UK

Registered Office

Rotterdam House,
116 Quayside,
Newcastle upon Tyne, NE1 3DY
Telephone 0191 298 6500
Fax 0191 206 4174

Board
The plc Board currently comprises the Directors outlined below.

Paul Williams: Non-Executive Chairman

Paul was Chief Executive of Bristol Street Group Limited until its acquisition by Vertu Motors plc. Paul has over thirty years of motor retail experience and is well respected in the motor retail sector. This was reflected by his appointment to the role of Chairman of the National Franchised Dealer Association (NFDA) and further reinforced when he was appointed as the new Chairman of the Retail Motor Industry Federation (RMIF) on 1 October 2008.

Bill Teasdale: Non-Executive Director

Bill is a non-executive director of a number of private companies including British Engines Limited, Astrum Limited, Bedmax Limited in addition to him being a Governor of Northumbria University. He was non-executive Director and Chairman of the Audit Committee at Reg Vardy plc between 2002 and 2006. Prior to this he was the Senior Partner at the Newcastle upon Tyne office of PricewaterhouseCoopers. Bill has substantial experience of corporate transactions and within the quoted company environment.

David Forbes: Non-Executive Director

David is currently a Managing Director at Rothschild, where he has developed his career over the last 20 years. He qualified as a Chartered Accountant in 1984 and since then has worked for a number of organisations in corporate finance roles. His areas of expertise include mergers & acquisitions, corporate strategy and corporate finance, involving both debt and equity.

Robert Forrester: Chief Executive Director

Robert was a director of Reg Vardy plc between 2001 and 2006, appointed as Finance Director in 2001 and Managing Director in 2005, until the sale of the business to Pendragon plc in 2006. During this time Reg Vardy plc moved from 65 to 100 car dealerships and provided a significant return to shareholders from the sale of the business in February 2006. Prior to this he was a director of Brookhouse Group Limited, a substantial private property investment company in the North West of England, where he was responsible for development, investment and financing of the portfolio. Robert qualified as a chartered accountant with Arthur Andersen. He is also a member of the Economic Affairs Committee of the Confederation of British Industry.

Michael Sherwin: Finance Director

Michael has extensive retail, transactional and public market experience. From 1999 to 2008, Michael was Group Finance Director of Games Workshop Group PLC, a FTSE listed consumer goods company. As an executive director, Michael led a restructuring programme and developed the finance function. Michael joined Vertu from Courtaulds (UK) Limited, a private UK based clothing supplier, where he had been Finance Director since May 2009 and had overseen the successful restructuring and refinancing of the business. Michael is a qualified Chartered Accountant having trained with Price Waterhouse, where he held positions in the UK, Paris and Sydney. He was also Non-Executive Director of Plusnet plc, an AIM listed internet business, from 2004-2007.

Committees

Audit Committee
The Company has established an Audit Committee, which comprises Paul Williams, the Non-Executive Chairman, William Teasdale, Non-Executive Director and David Forbes, Non-Executive Director. The Audit Committee is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of internal financial controls. It also has responsibility for seeking to ensure the proper reporting of the financial performance of the Company and for reviewing financial statements prior to publication.

Remuneration Committee
The Company has established a Remuneration Committee, which comprises Paul Williams, the Non-Executive Chairman, William Teasdale, Non-Executive Director and David Forbes, Non-Executive Director. It is responsible for setting the scale and structure of the remuneration of Executive Directors and approving their service agreements. The Remuneration Committee also determine the award of share options. It is a rule of the Remuneration Committee that a Director shall not participate in discussions concerning his/her own remuneration.

Nominations Committee
The Company has established a Nominations Committee, which comprises Paul Williams, the Non-Executive Chairman, William Teasdale, Non-Executive Director and David Forbes, Non-Executive Director. The Nominations Committee is responsible for reviewing the composition of the Board and identifying and nominating candidates for the Board for Board approval. It meets at least once a year.

Executive Committee
The Company has established an Executive Committee, which comprises Robert Forrester and Karen Anderson. The Executive Committee is responsible for determining the levels of fees and other benefits of Non-Executive Directors and approving any letter of appointment entered into by the Company with any Non-Executive Director. It meets at least once a year.

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