NSTA Nestle (Reg)

RNS Number:4847H
Nestle SA
18 January 2005


Peter Brabeck-Letmathe to Be Chairman and CEO
of Nestle S.A.

Vevey, January 18, 2005  -  On the occasion of the General Meeting of
Shareholders on April 14, 2005, Mr. Rainer E. Gut, Chairman of the Board of
Nestle S.A., having reached the mandatory retirement age, will step down. At its
meeting of January 17, 2005, the Board decided on its future internal leadership
structure, which will become effective after the General Meeting. Taking into
consideration the importance of strategic continuity and long-term value
creation, as well as the present composition of the Board of Directors and the
Executive Board, the Board members decided to entrust the function of Chairman
and CEO to Mr. Peter Brabeck-Letmathe. In order to maintain the necessary checks
and balances, two Vice-Chairmen of the Board will be elected.


Mr. Andreas Koopmann, member of the Board since 2003, has a broad global
experience in industrial production and marketing. He will be the prime
intermediary between the Board of Directors and the Chairman/CEO. He will also
chair those parts of the regular and special Board meetings in which the
Chairman/CEO does not participate, such as the latter's performance and
remuneration assessment. The Articles of Association of Nestle S.A., as accepted
by the Shareholders' General Meeting in 2001, already provide for the
possibility of calling sessions of the Board on any subject that a Board member
may want to raise in the absence of the Chairman/CEO.


The second Vice-Chairman, Mr. Rolf Hanggi, member of the Board since 2004, has
a finance-specific background. He will chair the Audit Committee (composed of
Messrs. Jean-Pierre Meyers and Kaspar Villiger) and will ensure that the
internal control function is exercised to its full extent. In addition, he has
the brief to look at the long-term soundness of the Group's finances.


The Articles of Association of Nestle also provide for the constitution of a
Chairman's and Corporate Governance Committee, comprising the Chairman/CEO, the
two Vice-Chairmen, Lord George and Mr. Kaspar Villiger. In addition to covering
all aspects of corporate governance and nominations, this Committee is entrusted
with the preparation and execution of the Board's decisions or the supervision
of specific parts of the business. In this sense, it will form a Finance
Committee which, under the leadership of the second Vice-Chairman and with the
input of other members of the Chairman's and Corporate Governance Committee,
will advise and assist on all financial aspects that are critical for the
successful running of the Group's business.


These decisions fully take into account the requirements of effective management
of the Group's business as well as those of good corporate governance. With the
exception of the future Chairman/CEO, all Board members are outsiders and
independent Directors. Their position and experience as individuals, the
composition and the structure of the Board as well as the institutional measures
that will be introduced through the revised Board regulations, ensure that the
Board is fully able to discharge its supervisory responsibility toward the
shareholders.


Nestle has always held that a pragmatic and flexible approach to Board
leadership is the most appropriate course of action. It allows the Board to take
into account such elements as personal constellation, experience, familiarity
with the Nestle business and time availability. Based on past experience,
combining or separating the two offices yield equally good results and Nestle's
tradition of having the Board reconfirm the Chairman's as well as the CEO's
appointment from year to year will be continued.


The Board will adapt its internal regulations to these decisions. After April
14, it will consist of 12 members and comprise the following committees:
Chairman's and Corporate Governance Committee (Messrs. Brabeck-Letmathe,
Koopmann, Hanggi, Lord George, Villiger); Finance Committee (Messrs. Hanggi,
Lord George, Villiger); Audit Committee (Messrs. Hanggi, Meyers, Villiger) and
Remuneration Committee (Messrs. Brabeck-Letmathe, Koopmann, Lord George).


As announced previously, the Board is proposing to the General Meeting of April
14, 2005, to elect Professor Gunter Blobel as a member of the Board of Directors
of Nestle S.A.

                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

BOAKGGMMLRGGKZG

Nestle (Reg) (LSE:NSTA)
Historical Stock Chart
From Apr 2024 to May 2024

Nestle (Reg) (LSE:NSTA)
Historical Stock Chart
From May 2023 to May 2024