r/i '72 SEC R CAC XXX LENDS CASTLE CONFZ"NCF NOrzS Chairman's Opening Address Zz3 his openlng address, the chairman described the history and evolution of CACS from their original Snaking a Health beginnings. He particularly welcomed the members of the B.A.T industries Board who had not previously attended CAC*. Be urged that the undoubted strength of the Group must be put together effectively and that total commitment at the Centre and Its periphery Is necessary to ensure the future strength of the Group. S a N 1. Jkwlov of 5 & a Positions zCO$.r Kr Sheehy described the origins of MOST and reported on meetings hold in November 1977 and March 1978. He also reported on current XC05X issues and activities and its relationship with National Trade Associations. Xt was agreed that A.A.7 companies represented at CAC need to be kept regularly Warned of XCO5Z activities. Germany Mr van Specht reported on Snaking a Health In general, passive socking scientific Opinions labelling and the affect an sales. rho main Smoking 8 AmIth pressure is coning from neighbouring countries (Sweden, Franc*,, XWv) In areas such as Wm notices. next of SUP Xr Stewart Lockhart outlined the position In the rest of Europe. Restrict- low are Increasing and this trend Is likely to continue. The extent of restrictlow varies from country to country, being most savors In Norway and Finland. Xn particular, governments are taking action designed to result In a lomrIng of tar levels. rt was agreed that MIllbank would provide companies with Information on clommeto conotoWtion trends In countries where restrictions are savors. USA Xr XaCarty reported on action being taken by anti-smaking groups In Particular,, the American Cancer Society Target 5 Program*. No also "Ported an the latest Roper Report. r4,j Canada Mr Picard reported on the current position, with particular reference to OD lcont.....2 1%0 BAT Industries document for Province of British Columbia 22 April 1999 2 widespread Increases in rates of -provincial tobacco taxes; Increasing demands by govornm&nts am action being taken by anti-smakingr groups. Australia mr viddup reported on the current position on the Report on Drug Abuse, Code of Advertising; and passive smoking. vo major changes in legisla- tion &re expected for at least five years, but the Industry will be under continuing pressure for further voluntary concessions. Brasil xr Bruell advised that while the S & 8 issue In Brazil la much loss Important than In other countries, there are new signs of Increasing activity such as (vom mild) restrictions on rV advertising and forth- coming discussions In a symposium by a committoo of Congress. Summary rho Chairman summed up. The smoking & Health Issue is Increasing In Importance and restrictions are also InazeasIng. Wm should continue to pursue our existing strategies and, in particular, continue talking to and co-operating with governments and competitors on this Issue. S 4 H 2. E!!Epralsal of Principal Assumptions and Attitudes Dr Gram reported on the findings of recent research projects undertaken by outside organisations on smoking and diseases. Zt Is Interesting that the National Cancer Znstitut& Is developing a programme very similar to work already undertaken by the Zadustry, particularly related to what the XCX call a ,less hazardous cigarette'. MTMs were discussed. Zt was concluded that there could have been an over-reactlon to recent failures and that Me could have a future, although strict liability legislation could present difficulties In AP Surope. 22w-current trend la towards hybrid& rather than second genera-. tlan Am. other points raised in discussion were fl) Over the last two years, B.A.T had changed Its attitude to the S & H Issue and the thinking Is now more realistic. (2) Governments' Influence In conditioning mmokers" attitudes is vary zeal. (3) rho Zndustry Is currently responding to governments and, at the mm tIM, attew1w to secure Its. zuture, b Y I tj Mn research WA Is undoubtedly the right appaosch and should be pursued. (4) Moderation campaigns had been tried, but without success. B.A.T should continue to pursue the concept of "safer cigarettes through third pax-tles No/Or government endorsement. Bach company should take action appropriate to Its own circumstances. 00 C) S a 8 3. Appointment of Outside ModicallSolontific Adviser(s) "M Chairman opened the discussion. Xt was noted that it max Counsel's M) lCont .....3 BAT Industries document for Province of British Columbia 22 April 1999 3 opinion that B.A.r should appoint an Independent medical advisor and that this opinion would not be changed In a situation of strict lia- bIlItV. Xt was also noted that some Zndustry Znstitutax aM Associa- tIons already have links with authorities in the medical field. Xt was 4solded that an outside medical adviser should not be appointed either by the Tobacco Division In the UK or by any B.A.T company. The Issue will be raised again at CAC XV In 1979. S i S 4. ConfirmationlAmendment to Tobacco Board S 6 R Assumptions; Strategies and Constrainest and Questions and Answers Mr Stewart Lockhart explained changes which had been made to the three papers since last year. All the changes were comparatively minor. rho guestlom and Answers paper will be discontinued and will be replaced by a *Points to Aake a paper before the end of this year. The Chairman led a discussion on which of the Basic Assumptions were of the greatest significance. Although few of these Assumptions had changed markedly over the years, It is evident that some have become more realistic &ad the degree or probability of some Assumptions has changed. The only major change has been a significant Increase in concoxn on the social acceptability of smoking. S 6 8 S. lo-rear StratM for Research (1) Matters Referred by the R S D Conference Dr Green reported an the Hunter Committee's recent disallowance of the application for coco& am an additive. Xt was agreed that B.A.T should continue biological tests on cocoa In a form which would be acceptable to the Hunter Committee. Men the results of these tests are available, B.A.T will decide whether to reapply to the CoWtittl (11) Flavour Development Dr Green reported on Progress. Xt was noted that the" Is a world-wide problem In finding the right sort of flavour experts, particularly In the US and UK. Zt wax agreed that the search for the right people, &ad the policy, should be continued. (Ill) Outline of a lo-rear strategy for Research Dr Green presented a paper, dated 29th March 1978, headed "Notes an a 10-rear Strategy for Research,. Zt was agread that research should be pursued for the projects and along the lines described in the Paper. The Zndustry should try to obtain government Involvement whenever studies on Concepts forwaon-ha=rdaut cigarettes or* undertaken and particularly for epidemiological studios on smokers of low tar cigarettes. C) E /Cont .....4 C) BAT Industries document for Province of British Columbia 22 April 1999 4 CAC XXX UNDS CASnK CONFMMWE NOTES Ztew A. Further Tobacco Acquisitions Mr Sheehy explained the current position regarding negotiations and tentative discussions relating to possible future acquisitions by 70bACCO Division. There are four Opportunities In which B.A.T Is pursuing negotiations and one In which B.A.T Is not Interested. These five are oomy@aratlvely small. The advantages and disadvantages of two other possible major opportunities were outlined. item B. Productivity Mr Sheehy reviewed the current position and future intents of the Tobacco Division. Although the facts and figures referred to the Tobacco Zndustry,, the principles are applicable to all Divisions. Zn the Tobacco Division, the need for productivity Improvement Is now fully understood and the commitment of operating managements is very high. rt was noted that the cost of people In the Industxy Is still expected to Increase at a rate higher then the rate of Inflation. Possible repercussions &rising from the implementation of productivity Improvement plans were discussed. Xt was agreed that B.A.T policy should be that any reduction In people should be brought about by normal Wastage. This necessitates planning ahead and B.A.T accepts that in some cases a reduction to optimal manning Levels my take longer than would be economically desirable. Item C. Employeelindustrial Relations Mr Dennis grave a presentation of wWloV" relations In South Africa. The presentation covered : (1) rho significance of the Issue. (2) B.A.T's stake in South Africa. (3) ZodustrIal relations developments. (4) B.A.T's people In South Africa. (3) rbe XW Code and our Companlos' response. (6) rho wages issue. (7) Black advancement - Ur= examples. (8) The fox=" Involved - against us and For us. V (9), The nic canwaign. (10) stacal JAvestors. (11) Some problems. (12) ftsitive approacbex. (13) Zssues. E rt" D. 3-roar Forecast 00 C) Mr Spam presented profit and cash forecasts for three years and ton rQ yearsi be explained their purpose and conts@t. ON /Cont ..... 5 BAT Industries document for Province of British Columbia 22 April 1999 5 Four points which &rose during discussion were (1) There Is a likelihood of increasing pressure on margins in the Tobacco business. The purpose of most of the planned Investments Is to maintain market share or volume. Xn the long term, there appears to be an Increasing dependence for growth on Brazil and B.A.T (UK & Export). (2) The Paper Industry Is cyclical and the Paper Division is expected to provide an Increasing proportion of Group profit. Zn addition, temporary setbacks due to Intense competitive marketing activities most be expected in Retailing. These two factors could result In the Group's profit performance becoming mare, volatile in future, compared with the historic record of steady growth. (3) There has been an easing of the Implementation of Exchange Control Regulations In UK, as evidenced by agreement to the Group's proposals for the financing of Appleton. This trend could be reversed, but If It Is not, there will be greater flexibility In providing finance for now Investments. (4) Although unutillsed financial resources are expected to be less than were foroseen last year (especially in the early years) because of Investments since planned, they are still substantial. Ztem P. Acquisition Strategy Xx liongland presented a paper. Ze was agreed that the Group did not Intend to become a conglomerate. The Group Is also looking for opportunities In Industries with good growth prospects to and beyond the 19906. Theme policies Indicate that it Is not the Intention to Invest In, diversified projects on an "in and out, basis and that any now division should be capable of contributing flOO million or more (In 1977 money term) of operating profits, world-wide, In the longer term (10 years +) . On the other hand, any such Investment should not exceed MO million in view of the risks Involved in entering a now industry. itr Zongland explained the advantages and disadvantages of each of the seven Industry sectors which bad matched certain criteria from the point of r1ev of Investment In Mr. Xt me decided that s (1) so further action will be taken on Ba Security and ftf@tyl Life ZnSura=; CoWsIto Znsurence, and Hotels. (2) rho Retail vIvision will further consider Multiple Store opportunities. (3) The Paper Division will further consider Packaging. C) (4) Group Headquarters will establish the best course of co- OD ordinatod action with USA, Canada, Germany and Australia, O whereby further Investigations are undertaken on NJ CY% /Cont ... 6 BAT Industries document for Province of British Columbia 22 April 1999 (a) DXYIHome Zoprovements; (b; Tasuranc& Brokingj (c) Catering Services in their various forms. (S) Brazil will take note of the decision and take action if and when the time and circumstances In Brazil are right. Ztem G. Corporate Rolations Z rho Chairman introduced the topic. rho a.A.r Xndustrlex Board Policy on Political and Commercial Corruption was fully endorsed and will be implemented. nem M. Attitudes Tc,wards and Constraints on MNCs The Chairman introduced the topic and or Stdtzer spoke an attitudes of consumers and of the public, as opposed to those of governments and unions. Legislation exists In Canada and Australia which can Inhibit foreign-owned companies In various ways, but there is no problem in any country rep- resented at CAC on government or public attitudes to companies due to the B.A.T shareholding. This Is du* partly to the low profile which B.A.T has adopted In the past and partly to the relationship between the centro and companies, which provides a proper and real degree of autonomy to operating companies. Xt was, however, noted that there Is likely to be mounting anti-XNC pressure from governments and unions In Surope and that an attitude rosearch In Germany had shown that young people felt that US and Japan- based Wo exert a negative influence on the economy; this -attitude did not apply to BBC-based XNCS. Attitudes also differ depending an the typo of Industry. Xt was concluded that B.A.T's low profile Is an advantage In the context of attitudes and constraints on Mm Ztem Z. corporate Relations ZZ rho Chainm Introduced the topic and explained the role of the Public Affairs Committee. Mr Bdons spoke an the relationship of the Corporate Relations function at: the parantlaubsIdlazy level and at the subsIdUrjv/*p*r&thV company level. Over the last few years, B.A.T had become bettor knom In UK. This had been achieved through talking quietly to appropriate people rather than by a deliberate attempt to create a high profile. This approach In UK Is helpful to companies. Xt was agreed thAt NJ CD (1) Only when there Is a sound reason will the cont.re establish OD M.) a% 11-.0 ON BAT Industries document for Province of British Columbia 22 April 1999 7 the corporate profile In a country where there Is an associated or subsidiary mapany.and then only after cansultatIon with the Company. (2) More definition and refinement Is needed on the controls role as a clearing house for Corporate Relations. Companies need policies and guidelines from the contra. Item J. Organisation rho Chairman reported on and explained the reasons for the move of the Group Headquarters. Onio of the first requiromentar af tor the move Is completed Is to ensure that communication flows throughout the Group are right. A discussion ensued an the advantages and disadvantages of locating & Group Headquarters separately from Divisions. Views differed. some thought It best for the Group Headquarters to be separated. Others found advantages In locating Group and Divisions in one building. No one advocated a Group fisadquartars and a TaiMcco Division (only) being located In the same building as being the boat arrangazwnt. Mr Symons explained charts showing the existing Organisation In US and the Intended Organisation after the acquisition of Appleton and the formation of JkATVS. rho discussion which followed Included descriptions of similar organizational arrangements In other countries. Xt was agreed that - (1) Apart from taxation advantages, there Is a distinct benefit In having umbrella companies In certain countries, such as Brazil and US, In that this will provido financial flexibility in the future. (2) Good managerial organization can be bedevilled by a sensible tax/legal organl=tlon. An effective and uncomplicated manage- maent and reporting structure must be maintained aven It the financial and Income flow structure Is different and complicated. Xr Paz4 suggested some basic prIncipolas for the role and Organisation of a Group X"dquarters. me reported that In Canada It had been established, by Wa and wror, thm e the appropriate functions which are needed to form a Ginn, Aloadquarters are t - secretarial - Legal hwee T&XA tIon Insurance Controllership (Accounting) Pension Fund Znvestment Corporate Public Relations C@ Xr Pard suggested, and It was agreed that 00 CO (1) Part of the role of the main board at a Group Headquarters Is 0% lCont .....8 %O '-4 BAT Industries document for Province of British Columbia 22 April 1999 8 to formulate expansion plans and to monitor Divisional Plans. Divisions should execute plans and formulate their operational plans. (2) Divisions need the mandate and authority to run their businesses. Ztew K. Group Management Resources Mr Viddup spoke on the role of Chelwood. H& said that Australia was very happy with the real contribution being made by Chelwood to mnage- =Mt development in the Group and that perhaps the most valuable part of this contribution Is the fostering of Group cohesion and Interaction. The Chairman said that Chelwood has adapted the content of Courses to meet changed needs and will continue to do so. Mr widdup suggested that during this process of change, opportunities for maintenance of standards or for Improvenant could II* In the following areas : (1) Regular surveys of all companies to ensure that the required role of Chalwood Is being fulfilled. (2) Another course at a level between the MbP and the SMP. f3) More *aphasia an the practice of management, as opposed to the theories. (4) More practical, as opposed to theoretical, case studies. (5) Continuing evidence that conclusions reached at SAft are care- .fully considered by Group Headquarters and, where appropriate. action taken. f6) Continuing the participation of Directors and other Group M"dquarters Xanagers. (7) Improvement in the calibre of lecturers. (8) Understanding and commiltment of companies to the need for thorough pro-cours* preparation of delegates. (Delegates from Australia have a five or six weak pro-preparation course, debriefing sessions an their return and are required to write a report.) (9) Confining STC& to delegates from one Division only, or arranging for Divisions themselves to provide courses at MW level. (10) Improve men t In selection andlor criteria for selection, whereby all delegates are of an equal and sufficient calibre. These suggestions veto agreed with the reservation that Chelwood courses should not be confined to one Division only (No 9 above), although Divisions could pcovide their own courses at junior management level. C) Mr bou3is advised that a Xanager Education Council, with representation from all Divisions, had been formed. ur Widdup's most helpful suggestions C) would be considered and discussed at the next meeting of the Council. N) /Cant .....9 00 BAT Industries document for Province of British Columbia 22 April 1999 Mr Stewart Lockhart spoke on Exchange of Managers. Since 1974, there has been an Increase every year in the number of managers being exchanged within Divisions (mostly within the Tobacco Division). Zt was agreed that these exchanges are of great benefit to the managers themselves and to the companies Involved; the trend should be continued. There was relatively little exchange of managers between Divisions. Zn many Instances, this had been tried and had failed. rho difficulty Is that wide experience Is desirable at very senior level so that Boards of Directors can be properly staffed, but inter-Divisional exchanges of managers had proved more successful at junior and middle manager levell moreover, at the less senior level, there are likely to be more constraints, such as Interruption of children's education. Zt was agreed that the Group must persist In trying to ensure that people with experience of more than one Division should be available to fill Board apgointments; the Group my have to be bolder and more experimental. Zt mm noted that : (lj' Selection of the right man Is essential for success of an inter- Divisional exchange at Mo I level - a man who can take a broad and controJ-oriented view. Successful appointment& from outside the relevant industry support this view. (2) Za certain cases, On functional route can be the best method of obtaining wide industrial experience and there Is less risk of failure. However, this route is more likely to be successful In function& such as finance and log" and loss so In marketing and manufacturing. Ztem L. Outline of Present Activities A Sumeary of Futuro Plans Mr None, Mr lare", De Stdtsar, Mr Bruell and Mr Widdup, each gave presents- time on their respective companies. They described the current situation, plans for the future and where they saw the main opportunities and threats. TWO points i;6is- from the discussions r (1) rho Chairman stressed the need for realize In facing up to loss- making operations and In takinir appropriate and tImelV action. (2) Although there my an occasion be exceptions, It Is Group Policy whan Investing In now companies to do so In a controlling and not In a minority position. Ztm M. Security A film of a comes "TonIghtO Program shown on British television was shown. The Chairman sold It asked many questions, but gave few answers; PO nevertheless, It was Interesting. /cant ..... lo 00 0% OND BAT Industries document for Province of British Columbia 22 April 1999 10 - XrOeviss spoke an the security of senior personnel and their protection Against abduction. lie recomanded that : (1) Companies should decide which employees are most likely to be at risk. These should undergo a brief period of training, which can be arranged by Security Department at Group Head Quarters. (2) Personal data on those at risk should be compiled. Naze again, Security Department can advise. (3) As little advance warning as possible should be given of visits to territories where the risk of abduction Is most lik4gl if. (4) Chauffeurs should be trained in avoidance procedures. More again, Security Department can assist. f5) Security should be the responsibility of a senior member of manage- sent. The CbsIzzan said that It Is easy to over-coact or to under-react to the threat of abduction. Common sense should be shown and local circumstances taken Into account. Extra Ztem. The UK Market Mr Stewart Loakhare described the actions taken by B.A.T for entry Into the VX markot and summarized the present position and plans for the future. Item R. Cotermincus rear Ws Mr Stewart Lockhart reported on a review In 1976 and a more recent Investiga- tion into the possibility of companies and B.A.21 Xn4ustries having the same year ends. The min problem Is the WFO position In the US. Xr Mans suggested that the question should continue to be Investigated as the present diversity of year ends hampered effective planning throughout the Group at a time when planning is becoming more structured and more Impwtant. Xt was agreed that S 11) Group S@dqmrtors will keep the matter under Investigation with a view to at least the major companies and B.A.T Zndustries moving towards having tho San* year ands when the ZZFO problem la resolved. (2) rho Investigation should cover the relative advantages of end- mulch and and-June (the only practical date for RW) as well as md-Septeabor and ond-Becamber. Poture CWs N) CD The Chalzman "id due CAC ZXT max the first Chairman's Advisory Conference at which all mmobers of the B.A.T industries Board wax* present. Ze was, 00 thwWome something of an experlsent. rho enlarged Conference had, In C) /cone ..... 11 CD BAT Industries document for Province of British Columbia 22 April 1999 his view, proved successful and will be repeated every three or four years In UX, subject to later comments of those concerned. ?he Chairman explained the reasons for his recommendation that, for next year : (1) CAC XV should be In Brazil In May 1979. (2) The composition of delegates should be such that (a) at least the larger Divisions would be represented by the Divisional Chairman. (b) Countries other than UK would be represented only by their respective Chief Ogeraping Officers - la, by one delegate from each. ovezsoas Gz@_)Up. At some time in the fUtUFp., It may be decided to widen the representation a little further. (c) B.A.T Zndustrles would not be represented In full. (3) Ylves should not be Invited. After discussion It was agreed that . (1) CW ZV will be in Brazil. The proposed dates will shortly be decided by the Chairman and Mr Bruell and advised to CAC xv delegates. (2) Annual Smoking & Health Conferences will be organised by Lb* Tobacco Division and hold before CACx. Subjects for discussion could Include those of particular concern to the Tobacco Division outside the purely S a R area, such as machinery development. Important conclusions will be submitted to CAC. (3) The S a N Issue will continua to form part of the agenda for CACA. (4) The Chairman will have further discussions before rating a final decision an the composition of delegates for CAC XV. Zn soooming up -the Conference, the Chalzman said that It had bean a good X1@&tJM MW he hoped that the B.A.T Industries Directors who had not JWwv1~1V attended CACS had appreciated It and felt their attendance to b* worthwhile. rho Malman reviewed the main issues raised for each agenda Item. Zn particular, he made three points : (1) fte most Important and positive single set of decisions md* 00 BAT Industries document for Province of British Columbia 22 April 1999 was In the area of Acquisition Strategy. Xt Is now clear that every effort haz'bean made at the Contra, and will continue to be made there and at the selected Territorial Areas, to dot*rmLine a now business or businesses with as wide an Interest and appeal as possible for the major companies. ro this and, Mr Longland will co-ordinate the Investigations to be undertaken In the areas of . (1) Packaging (2) Multiple Stores (3) Now Ventures : (a) M/Hoom x0provowents (b) Insuranco BrokIng (c) Catering Services (2) The Individual company reports (Itain Z) were very weU presented. They were frank, clear and very useful to all delegates In that they Indicated present position, future plans and lesson* to be learned. (3) A greater door*& of realism In thinking and approach has become apparent. This attitude was evident In discussions an many Items, .including Smoking r. Health; Corporate Relations; and Disinvestment, where a bolder as well as a more realistic approach Is needed. Although it Is difficult to mks a decision to Invest In diversifica- tion, It is perhaps more difficult to decide to disinvest. Zn conclusion, the Chairman thanked delegates for coming to Leeds Castle and expressed his appreciation for the careful preparation by those who had presented papers and talks; this had greatly contributed to the over- all swasw& of the Conference. 00 C) PO -4 C:1 BAT Industries document for Province of British Columbia 22 April 1999