B.A.T MOSTRIES' Gmains - JMT 1986 Introduction 1. The purpose of the Guidelines is to specify the dividends expected from Imasco and to indicate B.A.T Industries' preferences for the directions of strategic thrust which Imasca might follow. 2. The Guidelines will be used as the basis for the CPC discussions of Imascals Strategies and Plan in November 1966 and February 1987. General Background : B-&-T Industries Objectives and Strategies 3. The objectives and strategies for the Group were reviewed by the B.A.T Industries' Board in July. 4. It was agreed that there should be a continuing commitment to growth and that the central objective for B.A.T Industries should be to increase dividends per share by a mini== of 4Z pa in real terms (i.e. after allowing for inflation). 5. To support this growth in dividends there will need to be comparable rates of growth in profits and in sales turnover. There will be particular emphasis an seeking to achieve this growth organically, by positioning the Group in growth markets and by seeking to achieve above average growth through increased market shares. 6. The used for innovation and for the Group's businesses to achieve leadership positions within their respective markets will continua to be stressed. In this context, there is concern that the management capability and Organisation structure needs to be strengthened at Operating Group level in order to provide a more effective development thrust. Operating Groups will therefore be asked to give special consideration to this issue in their plans. 7. It will be important for each business within the Group to achieve returns on the funds employed in the business which are sufficient to make a full contribution to Group overheads, dividends and interest payments and which can also provide funds for investment in future growth at a minimum of 4% p.a. in real terms. S. Operating Groups will be asked to give a high priority to considering ways for improving the performance in any businesses which are not achieving acceptable returns. In cases where it is not possible to achieve this improvement within a reasonable time period (usually 2-3 years --tam) divestment should be considered. 9. Group development will continue to be centred on Tobacco, RetailinS, Paper/Pulp and Financial Services but opportunities for Agribusiness and other developments will also be pursued where appropriate, within those countries where the opportunities for developing the Group's main activities are restricted. 10. Although growth will continua to be sought in Tobacco, it is accepted that the overall real rate of growth in the Group's Tobacco activities is unlikely to exceed 1-2Z P.&. Thus, it is important for Operating Groups to seek rates of growth significantly faster than 4% P. a. In other activities. It is also Important that the cash flow from Tobacco is maintained in order to assist in funding the growth in the co Group's other activities. rQ U-J ... rQ -7' BAT Industries document for Province of British Columbia 23 April 1999 2 r Specific Priorities for Imasco I. It is suggested that the central objective for Image*, which is reflected in the financial guidelines at the end of the note, should be to achieve sustained real growth in dividends and earnings per share at rates significantly in excess of 4Z p.a. 2. The longer term aia should be for Imasco to have a portfolio of businesses established in leadership positions in growth markets/market segments so that the required growth in earnings can be achieved largely through organic growth in the sales and profits of theme businesses. Acquisition should therefore be considered as a means for establishing a basis for future growth rather than as a source of growth In itself. 3. In evaluating laascols strategies and plans, B.A.T Industries will apply the same criteria as are applied to the other businesses within the Group. There will be particular emphasis on ensuring that each individual business within Izasco in able to earn a return sufficient so that. after making an appropriate contribution to central overheads, interest and dividends, the generation of cash is sufficient both to offset inflation and to provide funds for investment in future growth at at least 4Z p.a. 4. Issues which B.A.T Industries will wish to resolve with Imasco, in discussing their longer term strategies will be:- (a) The main directions of strategic thrust both industrially, where. B.A.T Industries' preference to for developments in Tobacco, Retailing, Financial Services and Paper/Pulp and geographically, where B.A.T Industries would prefer the main emphasis to be on developments in Canada rather than the USA. (b) The plans for funding new investments where there is a preference for as much as possible for this funding to be generated Internally. Despite this, however, participation in share issues made in connection with new investments is not excluded and the current intention is to maintain B.A.T Industries' shareholding in Isaac* at a minimum. of 40%. 5. Following the Genstar acquisition a first priority (which is already being monitored by B.A.T Industries) should be to complete the agreed divestments of the industrial interests which It is not intended to retain. 6. Par the Financial Services interests the immediate priority is the consolidation of the arrangements for managing this activity. Following this, plain should be prepared for the future development of Imascols interests La financial services covering both the continuing operations of Canadian Trustco and any extensions to these that are envisaged. The plans for the development of Canadian Truatco will be reviewed by the CPC in October 1986. 7. For Tobacco, the immediate priority should be to bring the price war to a satisfactory conclusion and to re-establish the profitability of this business. S. There should also be continuing emphasis on improving the market share co and on enhancing the level of creativity within the business. L14 L14 BAT Industries document for Province of British Columbia 23 April 1999 3 9. There should be continuing support for industry representations to Federal and State governments on taxation and an smoking issues. Experience should be shared with other Group companies regarding the effectiveness of different approaches to these issues. 10. For Hardees priority should be given to action that might be taken to improve the profitability and cash flow from the existing outlets and improve the rates of sales growth within individual restaurants. 11. Further consideration should be given to the optimum rate for expanding the Hardees chain and to the contribute= which might be made, by Mama Grisanti and by projects similar to the contract to supply Southlands 7/11 stores. 12. For Peoples Drug the immediate priorities should be to consolidate the control over the warehouse operation and to strengthen management. 13. In developing the plans for this activity, further consideration ket. 1 . :hould be given to the impact of deep discounting in this mar 4 or Shoppers Drug further consideration should be given to bow the current franchising system might be modified or supplemented (e.g. through the addition of warehousing and distribution services), taking into account the scale of investment that might be required for any extension in the range of Imasco owned components of the total system and the returns that might be earned by Imasco from the investment. In addition, the potential advantages to franchisees of a development of this type should also be taken into account. 15. For UCS, the main issues to be clarified are the prospects for this activity and its place in the longer term strategy for Imasco. Financial Guidelines 1. Dividends Based on the current B.A.T Industries Group shareholding the minim= dividends expected from Izasco (gross of withholding tax) will be as follows:- Y"rs to 31st 1986 1987 1988 1989 1990 1991 March 36 41 50 59 71 94 However, since this represents a relatively low proportion of earnings, it is suggested that a higher level of distribution should be considered. This will be discussed with Imasco when the full impact of the Canadian Trustea acquisition has been evaluated. CD RS/DJA 24th July 1986 co N) LP4 BAT Industries document for Province of British Columbia 23 April 1999