APPENDIX A SECRET GROUP INVESTMENT STRATEGY The 1981 paper gives a reasonable indication of broad direction with some specific financial objectives and four broad objectives all of which relate back to the Group's financial targets. What the paper does not have is a specific statement of "Group Mission". It does not really address itself to the following questions:- What is our business? Why does it exist? What do we intend it to become? In other words the burden of our strategic thinking is directed at achieving objectives designed to measure our performance rather than at determining what it is that we are trying to perform, for whom, how when and where? There would be no contradiction in this if we saw BAT Industries as only 'a financial holding company - but we do not. We readily accept that our main business is tobacco - "the first priority etc." Why have we diversified into non-tobacco businesses? Certainly not for the sake of increasing dividends to our shareholders - we have diverted our cash flow to new investment. Nor for the sake of increasing our return on assets employed - the return on tobacco assets is almost double that on non-tobacco assets. Nor for the sake of our debt:equity ratio or any of our other current financial objectives.- The reason why we have diversified is that we perceive tobacco as a mature industry whose growth as measured by volume sales is slowing down or even becoming negative in some saturated markets. This prospective erosion of our consumer franchise is aggravated by national aspirations in developing markets (in many of which there are still reasonable growth prospects) which put pressure on us to disinvest/dilute our interests thus limiting our participation and giving further impetus to the slowing down process so far as the future of our tobacco business is concerned. Thus, diversificaZion is a response to the lack of growth prospects in tobacco on the assumption that BAT has a basic competence ("our financial resources, management skills and unrivalled knowledge of overseas markets") which should be applied to the pursuit of growth opportunities in other activities/products. This raises C) the question of whether we are concentrating our efforts on the right activities/product fields. Simply pursuing 00 growth opportunities incurs the risk of turning BAT into - an unmanagable conglomerate and of subordinating organic .10 BAT Industries document for Province of British Columbia 23 April 1999 2 growth to growth by acquisition. Significant investment needs commitment; commitment should be based on knowledge; there is a physical and intellectual limit to the number of activities/ products that can be comprehended by a Board (even assuming some sharing around of depth of knowledge). Ideally, we should have concentrated BAT's non-tobacco effort into not more than two or three centrally directed major activities and aimed to extend internationally. We started that way with Cosmetics (BAC) and Paper (Wiggins Teape) but the major investment in Retailing which does not fit a centrally directed mould had moved us to a geographical solution in part with the formation' of BATUS. Geographical delegation has produced good performance results and having seen the results of similar geographical arrangements in Australia and notably Canada (historically brought about by their associate status with majority local' shareholders) we have extended the geographical solution to Germany (Interversa). The matrix between centrally directed Product Groups and . Geographical Groups already has its complexities. We are now seeing a new development with a Geographical Group (Interversa) launching into a new Product Group (Rome Improvements) which aims to extend internationally. There are minority local shareholders in the Home Improvement business (Pegulan) and therefore it will not only lack central direction but also Interversa itself may be subject to some constraints in terms of control. Before returning to the Organisation problem, it is worth reviewing our attitude towards the geographical allocation of the Group's resources and the related question of what sort of investment interest is necessary or acceptable. It must be accepted that in most parts of the world BAT's investments are locked in. However, we should have a broad policy on areas suitable for new investment and on areas where dilution of BAT's existing interests is acceptable. We should also be clear about areas where there mav be opportunities to exploit which do not involve major investment - export potential, technical consultancy arrangements, joint ventures etc. In my view we should aim to shape the BAT Group on the following geographical lines:- Europe/USA To be regarded as BAT's domestic base: 100% subsidiaries as far as possible: BAT stock to be widely held over the area if possible: major investment area. Other OECD Countries - Avoid further dilution as far as possible: selective investment. CD OPEC Countries and - Resist dilution unless at Major Primary Producers full value with remittable co proceeds: pursue technical consultancy arrangements: major potential export markets: no new BAT Industries document for Province of British Columbia 23 April 1999 3 investment likely to be pemitted but joint ventures in primary produce desirable. "Third World" Developing - No new investment: dilution Countries acceptable: attempt technical consultancy on phase out. The above analysis of the geographical allocation of resources may help us to arrive at a satisfactory organisational solution to handling the matrix between geographical and product groups. We could regard North America and Europe as the domestic markets of the group and substantially orgamise to manage these geographically. We could similarly handle the major associated companies as geographical entities. The rest of the world should be handled on a product basis with responsibility for operations being allocated to product divisions within one or other of the two domestic geographical groups. Where there are product divisions operating in common in both Europe and North America the European division should handle the rest of the world (e.g. Tobacco and Paper). Product divisions with only one principal headquarters (e.g. Printing and Packaging, Cosmetics and Home Improvements) would manage operations in the other domestic market as well as in the rest of. the world.- At present examples of these are all Europe based but it is possible to conceive of BATUS developing a new product line which it might extend to both Europe and the rest of the world. In this context the H Company proposal which has been put foiward in a separate paper would produce an ideal parent, company structure for these arrangements. co 29.9.81. BAT Industries document for Province of British Columbia 23 April 1999