RESTRICTED BRITISH-AMERICAN TOBACCO COMPANY LIMITED MANAGEMENT BOARD MEETING 5 th November 1992 Present: Mr B D Bramley (chairman) Mr P N Adams Mr N Davis Mr K S Dunt Mr R S Hartley Mr R H Pilbeam Mr J Rembiszewski Mr D S Watterton In attendance: Mr P L Clarke (Secretary) Also attended: Mr J Bottome Item BH.76 Mrs S Osborne Item SH.77 Mr M Magnacca Item BH.77 Mr G Read Item BH.78 Mr D Stimson Item BH.79 Aucloaies: Apolocies for absence were received frzm Mr 11 G Broc'-'sS. PPE'.~icus MI~Tu--_s The minutes cf t1le meer-ina held on 2!sz Septem'--ar- 19S: were aareed. MATTERS AR1S7.1;G Mr Filbeam reported on the proposed revised arrangements for handling the Ccr-.pany's exposure to exchange rate fluctuations. At the end of November, a fixed E,Z:_z'3 exchange rate would be agreed with BAT Industries and al'! ^- inflows to the Company would be sold to BAT Industries Finance at the agreed exchange rate, where they would be managed centrally. The position w_~zh regard to non-US$ currencies was under review. It was agreed that Mr Pilbeam would circulate a paper to the Board describing the revised arrangements in detail prior to agreement with BAT Industries. BH.74 BATCO PERFORMANCE OBJECTIVES fREVIEW) The Board reviewed the latest estimate of BATCo's year end performance against sales and other financial objectives. C) BATCo document for Province of British Columbia 28 October 1999 -2- B11.75 PRODUCT LIABILITY Mr Clarke reported that the plaintiffs' lawyers responsible for most of the tobacco litigation pending in New Jersey USA, including the Cipollone case, had announced their intention to withdraw from these cases. It was expected that the Court would order the Cipollone case to be dismissed later that week. In certain of the other cases, the plaintiffs wished to continue the actions and they would be seeking replacement Counsel. It was hoped that the dismissal of the Cipollone case would result in some favourable publicity for the industry. Bh.76 MANAGEMENT SERVICES DEPARTMENT REVIEW Mr J Bottome gave the Board a presentation on the 1993 plans for MSD which now combined the BATCo and BATUKE departments. Mr Bottome outlined the overall strategic framework for MSD and the expected demands on the department in 1993, and explained the need to set oriorities. After discussion, it was felt that there shculd be a seoarate meeting of Directors to review and a,gree the various priority areas. 7 ":TERNATIONAL E3PJV1DS M- . -= S Osborne and Mr M Mac;nacca gave a presentation to tne Board of proposals for State Express ~-45 to sponscr t"ne Subaru International Rally Works Tea:-, in the 199"! o d r and Asian-Pacil~ic Rallies Championship prograr=,e. 7 n discussion, it was noted that the revenue cost of the Szonsarship would be approximately E:5.9mn, but that this -would achieve an estimated E15.3mn in television airtime benel:it and other unquantified media benefits. The e%penditure was approved subject to the Preview t)rofitab; lit~w for 1993 beina achieved an-d a review of ~hq brand's -advertisina spen(~. E 1z. -.7 3 R&D UPDATE AND BUDGET Mr Read explained that the integration of the Fundamental Research Centre (11FRC11) and the BATCo Technology Centre (11BTC11) and the re-focusing of effort towards market needs had resulted in a significant change in the R&D organisation structure, a re- distribution of resources and a proliferation of short- term market-focused projects. Mr Read described each of the key work areas and presented the R&D budget forecast for 1993. In discussion, it was felt that the number of projects currently in progress should be Ul reduced and greater emphasis given to a smaller number C) of key projects. It was noted that the work programme - was largely generated from the Product Development Ur Committee and it was agreed that the minutes of the C110 meetings of this Committee should in future be Qf4 BATCo document for Province of BritiSh Columbia 28 October 1999 -3- circulated to all Directors. It was also felt that there was a need to review the depth of experience in the R&D Department and PP&D in relation to primary manufacturing and GLT technology. Messrs Bramley, Davis and Rembiszewski would discuss how the control over these demands on R&D could be improved. BH.79 PRODUCTION PLANNING & DEVELOPMENT BUDGET The Board noted the 1993 budget for PP&D and requested that the detailed review of progress on major projects should be deferred to a future meeting. BH.80 PROJECT TALISMAN The Chairman outlined the principal terms of a proposed deal for the exchange of certain brands in Europe which was in an advanced stage of negotiation. It was noted that the total consideration expected from the deal was in the region of E150mn but that made no allowance for various costs which BATCo would have to incur prior to completion. In view of the magnitude of the project, it was aareed that once final agreement had been reacne4- a full-time project manager should be appointed to B*!.TCo to supervise the imulementation of the 2.q.81 A repcrt _'cr Taiwan was ncted. BFI. 8 2 it was agreed that M.- Bacon's presentation on the EATCo imaae, and the regufar reviews of Production and Leaf would be deferred to a future meeting. BH.83 DATE OF NEX-1 MEETING Thurs.J.ay, 10th Decemter 1992 at 9.00am. Lri CD LJ_ Co C) -4 BATCo document for Province of BritiSh Columbia 28 October 1999