ChemChina and Syngenta announced changes relating to the new Board of Directors of Syngenta following the closing of the ChemChina transaction.
Four of Syngenta’s existing Board members will become Independent Directors with effect from the change of control, which will take place on 18 May subject to acceptance of the ChemChina offer by at least 67 percent of all Syngenta shares.
The Independent Directors are:
Michel Demaré, Vice Chairman and Lead Independent Director (Swiss/ Belgian)
Jürg Witmer (Swiss)
Eveline Saupper (Swiss)
Gunnar Brock (Swedish)
The Independent Directors will be proposed for re-election at the Annual General Meeting to be held on 26 June. At the same time four Directors will be proposed for election upon nomination by ChemChina:
Ren Jianxin, Chairman (Chinese)
Chen Hongbo (Chinese)
Olivier T. de Clermont-Tonnerre (French)
Dieter A. Gericke (Swiss)
As specified in the Offer Prospectus, the Independent Directors have no affiliation with ChemChina or its affiliates. Certain matters, such as any reduction in Syngenta’s R&D budget below a specified level and any change in the location of its headquarters, require the affirmative vote of at least two Independent Directors. Further details are available in the Offer Prospectus.
As of the end of the AGM on 26 June four members of Syngenta’s current Board of Directors – Vinita Bali, Eleni Gabre-Madhin, David Lawrence and Stefan Borgas – will step down.