ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
Supervisory Board
Under Dutch law and the Articles of Association of the Company, the
management of the Company is entrusted to the Management Board under the
supervision of the Supervisory Board. The Supervisory Board advises the
Management Board and is responsible for supervising the policies pursued by
the Management Board and the general course of affairs of the Company and its
business. In fulfilling their duties, the members of the Supervisory Board
must serve the interests of the Company and its business.
The Supervisory Board consists of such number of members as may be
determined by the General Meeting of Shareholders, with a minimum of three
members. The members of the Supervisory Board are appointed by the General
Meeting of Shareholders for one-year terms upon the non-binding nomination by
the Supervisory Board for each vacancy. Non-binding nominations of candidates
to fill vacancies may also be made by a holder or holders of 10% or more of
the issued share capital. At present, the Supervisory Board consists of 7
members.
The Supervisory Board appoints a chairman from among its members.
Resolutions of the Supervisory Board shall be validly adopted if adopted by a
simple majority of votes in a meeting at which the majority of supervisory
directors are present or represented. The Supervisory Board must meet upon
request by two or more of its members or by the Management Board. The
Supervisory Board will form at least three committees, a Compensation
Committee, a Corporate Governance Committee and an Audit and Finance
Committee; each of these committees is expected to be chaired by an
independent member of the Supervisory Board. The majority of the members of
these committees is expected to be independent.
A member of the Supervisory Board must retire on the day of the annual
General Meeting of Shareholders in the fiscal year in which such member
reaches the age of 70. A member of the Supervisory Board may be suspended or
dismissed by the General Meeting of Shareholders in case of improper
performance of the member's duties, with due observance of applicable
principles of reasonableness and fairness, and after having given the member
an opportunity to account for his actions, all as determined under applicable
Dutch legal principles. The members of the Supervisory Board may receive such
compensation as may be determined by the General Meeting of Shareholders in
their reasonable discretion, which compensation is expected to include shares
and options on shares in the Company.
Management Board
The management of the Company is entrusted to the Management Board under
the supervision of the Supervisory Board. The Articles of Association provide
that the Supervisory Board may from time to time adopt written rules governing
the internal organization of the Management Board (bestuursreglement),
including directions to the Management Board concerning the general financial,
economic, social and personnel policies of the Company. In addition, the
Articles of Association provide that each of the Supervisory Board and the
General Meeting of Shareholders may specify by resolution certain actions by
the Management Board that require its prior approval.
The Management Board consists of such number of members as may be
determined by the Supervisory Board. Members of the Management Board are
appointed by the General Meeting of Shareholders for an indefinite term upon
the non-binding nomination by the Supervisory Board for each vacancy.
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Resolutions of the Management Board shall be validly adopted if adopted
by a simple majority of votes, at least one of which must be cast by the
Chairman of the Management Board, who may be appointed by the Supervisory
Board from among Management Board members. The Management Board may also
validly adopt its resolutions in writing, provided that the proposals for such
resolutions have been communicated in writing to all Management Board members
and no member has objected to this method of adoption of a resolution.
The General Meeting of Shareholders has the power to suspend or dismiss
members of the Management Board. The Supervisory Board may suspend but not
dismiss members of the Management Board, but a General Meeting of shareholders
must be held within three months after such suspension has taken effect in
which a resolution must be adopted to either terminate or extend the
suspension for a maximum period of another three months. If a member of the
Management Board is temporarily prevented from acting, the remaining members
of the Management Board shall temporarily be responsible for the management of
the Company. If all members of the Management Board are prevented from acting,
one or more persons appointed by the Supervisory Board will be temporarily
responsible for the management of the Company. The Supervisory Board
determines the compensation and other terms and conditions of employment of
the members of the Management Board.
Corporate Officers
As a legal matter, the corporate officers of the Company support the
Management Board in its management of the Company. In practice, the corporate
officers and the Management Board share management responsibilities.
The current members of the Supervisory and Management Board and the
corporate officers of the Company, their current positions and their ages as
of December 31, 1998, are:
Name Position Age
---- -------- ---
Martin Gruber.................Chairman and Member of the Supervisory Board until May 13, 1999 67
Dr. Karl Heinz Weiss..........Member of the Supervisory Board until May 13, 1999 69
Dr. Gerhard Ziener............Member of the Supervisory Board until May 13, 1999 69
Ir. Hans van der Wielen.......Member of the Supervisory Board 54
Dr. Jay Lorsch................Member of the Supervisory Board 65
Mr. Adrian Bellamy............Member of the Supervisory Board 56
Ms. Irene Miller..............Member of the Supervisory Board 46
M. Dieter Meuderscheid........Member of the Supervisory Board
Dr. Peter Harf................Chairman and Member of the Management Board until May 13, 1999 52
Chairman and Member of the Supervisory Board as of May 13, 1999
Bart Becht....................Member of the Management Board and Chief Executive Officer 42
Chairman and Member of the Management Board and Chief Executive
Officer as of May 13, 1999
Dr. Manfred Klein.............Member of the Management Board and Chief Financial Officer 52
Marcello Bottoli..............Executive Vice President of Category Development 36
Freddy Caspers................Executive Vice President and Regional Manager Eastern Europe 37
Alain Le Goff.................Executive Vice President of Operations 46
Douglas L. Meyer..............Executive Vice President and Regional Manager of North America 49
Erhard Schowel................Executive Vice President of Central Europe 49
Kenneth R. Stokes.............Executive Vice President of Western Europe 42
Tom Corran....................Senior Vice President--Investor Relations & Corporate Communications 44
Anthony Gallagher.............Senior Vice President--Information Services 42
Roelof Hoving.................Senior Vice President--Corporate Taxes 36
Maarten Minderhoud............Senior Vice President; General Legal Counsel and Secretary 42
Frank Ruther..................Senior Vice President--Human Resources 46
Michael Calikusu..............Vice President--Corporate Development 31
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Name Position Age
---- -------- ---
Michael Hoche.................Vice President--Accounting and Reporting 38
Jurgen Ringler................Vice President--Treasury 55
Hans van Selm.................Vice President--Internal Audit 39
The background of each member of the Supervisory and Management Board and
each of the executive officers of the Company is as follows:
Martin Gruber has served as Chairman and a member of the Supervisory
Board of the Company since July 1997. Mr.Gruber has been the Chief Executive
Officer of Benckiser Holding GmbH since 1983 and served as Chairman of the
Supervisory Board of JAB from 1992 to 1997. Mr.Gruber has been a member of the
Board of Directors of Coty since 1997. Mr.Gruber joined JAB in 1963 as Chief
Purchasing Manager and has served in various other management positions in JAB
in marketing, sales and operations since that time. Mr.Gruber was the Chief
Executive Officer of JAB from 1978 to 1988 and was a member of the Management
Board of JAB from 1967 to 1988.
Dr. Karl Heinz Weiss has served as a member of the Supervisory Board of
the Company since July 1997. Dr.Weiss has also been a member of the Advisory
Board of Benckiser Holding GmbH since 1992. Dr.Weiss is an attorney at law and
practices as a corporate lawyer. Dr.Weiss is currently serving as Chairman of
the Supervisory Board of Paul Hartmann AG and is a member of the Supervisory
Board of Wacker Chemie GmbH.
Dr. Gerhard Ziener has served as a member of the Supervisory Board of the
Company since July 1997. Dr.Ziener has also been the Chairman of the Advisory
Board of Benckiser Holding GmbH from 1983. Dr.Ziener was General Manager of
Roehm & Haas GmbH, Germany ("Roehm & Haas") from 1964 to 1971 at which time he
became Chief Executive Officer of Roehm & Haas through 1987. Dr.Ziener was
also the Chairman of the Supervisory Board of Roehm & Haas from 1987 until
1996. Dr. Ziener is a member of the Supervisory Board of Merck KGaA and holds
advisory positions in a number of privately-owned companies.
Ir. Hans van der Wielen is currently serving as President and Chief
Executive Officer of Koninklijke Numico N.V. (formerly : N.V. Verenigde
Bedrijven, Nutricia). Mr. van der Wielen has been a member of the Management
Board of Koninklijke Numico N.V. since January 1, 1989. Mr. van der Wielen is
also member of the Board of Stichting tot Beheer van de Preferente Aandelen in
Wolters Kluwer N.V. and member of the Supervisory Board of Maxeres N.V. and
the Supervisory Board of Gouda Vuurvast Holding N.V.
Dr. Jay Lorsch is Louis Kirstein Professor of Human Relations, and
Chairman, Doctoral programs, and Director of Research of the Harvard Business
School. Dr. Lorsch is also director of Brunswick Corporation.
Mr. Adrian Bellamy is currently Chairman of the Supervisory Board of
Gucci Group N.V. Mr. Bellamy is also member of the Board of Directors of The
Body Shop International PLC, the Gap, Inc., Paragon Trade Brands, Inc., Shaman
Pharmaceuticals, Inc. and Williams-Sonoma, Inc.
Ms. Irene Miller is currently a member of the Board of Directors of Barnes
& Noble, Inc. and Oakley, Inc.
Mr. Dieter Meuderscheid is currently a member of the Advisory Board of
Joh. A. Benckiser GmbH and formerly served as Director of Unilever.
Dr. Peter Harf has served as Chairman and a member of the Management
Board of the Company since August 1997. Dr. Harf has also been Chief Executive
Officer of JAB since January 1988 and a Managing Director of the Selling
Shareholder since August 1997. Dr. Harf joined JAB in 1981 as Senior Vice
President of International Operations. He served as Senior Vice President of
International Operations from January 1981 to May 1982 and then served as
Executive Vice President, Consumer Products Division, from May 1982 to January
1987. From January 1987, Dr.Harf served as Vice Chairman of the Management
Board of JAB until taking his position as Chairman and Chief Executive Officer
of JAB in January 1988. In addition, Dr.Harf has been Chairman of the
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Board and Chief Executive Officer of Coty since March 1993. Dr.Harf is also a
member of the Board of Directors of the Brunswick Corporation.
Bart Becht has been a member of the Management Board of the Company since
August 1997 and Chief Executive Officer since September 1997. Mr. Becht served
as Chief Operating Officer of the Company from January 1997 to August 1997.
Mr. Becht started his career with JAB in 1988 as Vice President Marketing at
Benckiser USA. In July 1989, Mr. Becht was named General Manager of Benckiser
Inc., Willowdale (Canada). From early 1992, Mr. Becht served as General
Manager of Benckiser St. Marc S.A., Nanterre (France). From the end of 1993 to
1995, he was in charge of JAB's operations in Italy, where he led Mira Lanza
S.p.A. Gruppo Benckiser, Milan, as General Manager. From 1995 until January
1997 Mr. Becht was President of the Household Detergents and Cleaning Agents
Division of JAB. Before joining JAB, Mr. Becht served in various roles at
Procter & Gamble, both in the United States and Germany.
Dr. Manfred Klein has been a member of the Management Board and Chief
Financial Officer of the Company since December 1996. Dr. Klein has also been
Managing Director and Chief Financial Officer of JAB since January 1988. Dr.
Klein has served in various other management and director roles within JAB,
including as Chairman of the Supervisory Board of the Lancaster Group AG until
the end of 1996 and as member of the Board of Directors of Coty until the end
of 1996. Before joining JAB, Dr. Klein was employed as Finance Director and
Treasurer of Metallgesellschaft AG from 1985 to 1987. Dr. Klein is a member of
the Advisory Board of Deutsche Bank AG and of the Gerling Group.
Marcello Bottoli has served as Executive Vice President of Category
Development for the Company since January 1997. Mr. Bottoli joined JAB in 1991
and served as Marketing and R&D Director of Benckiser Spain from 1991 to 1993
and as General Manager of Benckiser France from 1993 to 1996. Prior to joining
Benckiser, Mr. Bottoli was employed by the Boston Consulting Group in Paris
(France) and Milano (Italy) from 1989 to 1991 and was with Procter & Gamble in
France and the United States from 1985 to 1989.
Freddy Caspers has served as Executive Vice President for the Eastern
European region for the Company since September 1997. From 1992 through 1997
Mr. Caspers was employed by Pepsi in various senior management positions in
their Eastern European operations. Before joining Pepsi, Mr. Caspers worked
for Johnson & Johnson Consumer Products from 1987 to 1992 where he was
responsible for several brand management and key account functions.
Alain Le Goff has served as the Executive Vice President of Operations
for the Company since January 1997. Mr. Le Goff joined JAB in 1986 and has
served since then as Industrial Director of Benckiser St. Marc, France, as
General Manager for the Lancaster factory, Monaco, as General Manager for
Benckiser Produktions GmbH, Germany, and as Logistic Co-ordinator for the JAB
group. Mr. Le Goff was the Senior Vice President of Operations for the
Household Products Division of JAB from 1994 to 1996.
Douglas L. Meyer has served as Executive Vice President and Regional
Manager of North America for the Company since January 1997. Mr. Meyer joined
JAB in November 1994 as President of Benckiser Consumer Products, Inc. in the
United States. Since 1995, Mr. Meyer has served as Regional Manager of North
America for the Household Detergents and Cleaning Agents Division of JAB.
Prior to joining the Company, Mr. Meyer was President of Sterling Health Inc.,
the U.S. Over-the-Counter Drug Division of the Eastman Kodak Company, from
1991 to 1994. Mr. Meyer was with the Colgate-Palmolive Co. from 1973 to 1991.
At Colgate, he served in numerous domestic and international assignments,
including Vice President and General Manager of Colgate's U.S. Oral Care
Division from 1986 to 1991.
Erhard Schowel has served as Executive Vice President for the Central
Europe Region of the Company since January 1997. After joining JAB in January
1979, Mr. Schowel served the Company in different sales and marketing
functions in Germany and was named Commercial Director of Germany in January
1987. From December 1988, Mr. Schowel served as General Manager of Germany and
in addition from 1993 to June 1995 he
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was also responsible for the Company's international private label business,
Propack Europe. From June 1995 to the end of 1996, Mr. Schowel led Mira Lanza
S.p.A. Gruppo Benckiser, Milan--Italy, as General Manager.
Kenneth R. Stokes has been Executive Vice President of Western Europe
(excluding Central Europe) for the Company since January 1997. Mr. Stokes
joined JAB in 1989 and served as Vice President of Marketing for Benckiser
Consumer Products Inc. from December 1989 to December 1991. He then served as
President of Quintessence Inc. in the early part of 1992. Mr. Stokes was named
Managing Director for Benckiser UK from July 1992 to July 1993 and then served
as General Manager of Camp/Benckiser SA from July 1993 to March 1997. Prior to
joining the Company, Mr. Stokes was with McKinsey & Company, Inc. from
December 1985 to December 1989, and with Wilson Sporting Goods and the Clorox
Company prior thereto.
Tom Corran is currently serving as Senior Vice President--Investor
Relations & Corporate Communications, having joined the Company in 1998. From
1990 to 1997 Mr. Corran served as Head of Corporate Development at Guinness
PLC and from 1997 to 1998 he served in the position of Head of Corporate
Governance at Gartmore Investment Management.
Anthony Gallagher has served as Senior Vice President--Information
Services of the Company since September 1997. From 1995 to 1997, Mr. Gallagher
was Chief Executive Officer of InfoSol, a systems integration and consulting
company providing information and technology services in the Middle East. From
1986 to 1993, Mr. Gallagher was employed as a regional director of information
and technology services by Intergraph and by the Canadian telecommunications
company, Mitel.
Roelof Hoving has served as Senior Vice President--Corporate Taxes of the
Company since December 1997. From 1992 - 1997, Mr. Hoving served as Senior
Fiscal Advisor with British Petroleum. Previously, from 1989 to 1991 Mr.
Hoving was a Tax attorney for a regional Dutch Tax Law firm.
Maarten Minderhoud has served as Senior Vice President--General Legal
Counsel and Secretary of the Company since August1997. From 1994 to 1997, Mr.
Minderhoud served as a partner of Price Waterhouse. From 1986 to 1994, Mr.
Minderhoud served as General Counsel of Fuji Photo Film B.V. and then as
Corporate Secretary of Royal Pakhoed N.V.
Frank Ruther has served as Senior Vice President--Human Resources of the
Company since March 1997. From 1996 to 1997, Mr.Ruther served as Personnel
Director of the detergents division of JAB. From 1986 to 1996, Mr. Ruther was
Director of Compensation and Benefits (Europe) for Mars.
Michael Calikusu has served as Vice President--Corporate Development of
the Company since 1998. From 1997 to 1998 Mr. Calikusu served as Principal
Consultant of Price Waterhouse, based in Los Angeles. Before this position he
served as Business Development Director of Pepsi-Cola International. Mr.
Calikusu is a member of the American and Texas State Bar Association as well
as the American and Commonwealth of Virginia Institute of Certified Public
Accountants.
Michael Hoche has served as Vice President--Accounting and Reporting of
the Company since July 1997. From 1990 to 1997, Mr. Hoche was employed in
several finance roles within JAB, including serving as Director of Corporate
Accounting and Reporting for JAB from 1995 to 1997.
Jurgen Ringler has served as Vice President--Treasury of the Company
since July 1997. From 1979 to 1997, Mr. Ringler was Treasurer for JAB.
Hans van Selm is currently serving as Vice President--Internal Audit of
the Company. From October 1997 to December 1998, Mr. van Selm served as
Director of Internal Audit of the Company. From 1979 to 1997 Deloitte & Touche
employed Mr. van Selm in several roles including serving as Manager External
Audit Services in the
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United States from 1992 to 1994 and (Senior) Manager external Audit Services
from 1994 to 1997 in the Netherlands.
The business address of each of the members of the Supervisory Board, the
Management Board and the corporate officers is at the Company's offices at
World Trade Center, Amsterdam Airport, Tower C, Schiphol Boulevard 229, 1118
BH Schiphol Airport, The Netherlands.
Employment Agreements
Reference is made to Note 10 "Employee Benefits" to the Consolidated
Financial Statements included in Item 18.
On July 1, 1997, the Company entered into employment agreements with
members of the Management Board and its Executive Vice Presidents. The
agreements provide, among other things, that each of the Management Board
members will provide services to the Company on a full-time basis, with the
exception of Dr. Peter Harf. The agreements terminate by operation of law on
the date on which the relevant director reaches pensionable age or may be
terminated earlier, by either party, upon notice in writing and in accordance
with the statutory minimum notice period under Dutch law. The agreements may
also be terminated in the event of certain "urgent reasons" under applicable
Dutch law. The agreements also contain termination, death and disability
benefits, which provide lump sum payments in the amount of two times the base
salary of the employee plus two times the average bonus received by the
employee for the two most recent years. The termination benefits are payable
to the employee upon termination of the employee for reasons not attributed to
performance or an "urgent reason" under applicable Dutch law. Upon a "change
of control" of the Company, if the Company or the employee terminates the
agreement within twelve months of the change of control, the employee will
receive three times the base salary plus three times the average bonus
received by the employee for the three most recent years. The agreements
contain non-competition and confidentiality provisions. According to the terms
of the non-competition clause, during the employment term and for the 18-month
period thereafter, the relevant employee, in general terms, is not allowed to
conduct any business competing with that of the Company.