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Cadbury Annual Report & Accounts 2008

Board of Directors and Group Secretary

References to the Board and Board appointments prior to 2 May 2008 refer to the Board of Cadbury Schweppes plc, the ultimate parent company of the Group prior to that date.
On 2 May 2008, Cadbury plc became the new ultimate parent company by means of a Scheme of Arrangement, and all references after that date are to Cadbury plc unless otherwise indicated.

1 Roger Carr † ‡

Chairman

Term of office:

Appointed to the Board in January 2001, as Deputy Chairman and then Senior Independent Non-Executive Director in May 2003 and as Chairman of Cadbury plc in July 2008. Roger Carr was last re-elected in 2006 and is retiring by rotation and standing for re-election in 2009. He is Chairman of the Nomination Committee.

Skills and experience:

Roger Carr's experience as both a Chairman and Chief Executive of other FTSE 100 companies enables him to provide highly valued advice and support to the executive management team of the Company. He is responsible for consulting with major UK shareholders on matters of corporate governance.

Other directorships and offices:

  • Chairman of Centrica plc
  • Non-Executive Director of The Bank of England
  • Fellow of the Royal Society for the Encouragement of Arts, Manufacturers and Commerce
  • Chairman of Mitchells & Butlers plc (2003–2008)
  • Chairman of Chubb plc (2000–2002)
  • Chairman of Thames Water plc (1998–2000)
  • Chief Executive Officer of Williams plc (1994–2000)

2 Todd Stitzer *

Chief Executive Officer

Term of office:

Appointed to the Board in March 2000, and as CEO in May 2003. Todd was last re-elected in 2006 and is retiring by rotation and standing for re-election in 2009.

Skills and experience:

Todd joined Cadbury North America in 1983 as Assistant General Counsel and has gained extensive international experience in senior legal, marketing, sales, strategy development and general management roles within the Company. Todd was President & CEO of Dr Pepper/Seven Up, Inc. between 1997 and 2000 and Chief Strategy Officer between March 2000 and May 2003. Todd's business leadership, legal and commercial expertise make him well placed to lead the organisation as it delivers on its commitment to achieve superior shareholder performance through Vision into Action.

Other directorships and offices:

  • Non-Executive Director of Diageo plc
  • Director of Business in the Community

3 Ken Hanna

Chief Financial Officer – to 3 April 2009

Term of office:

Appointed to the Board in April 2004. Ken was last re-elected in 2006. Ken has announced that he will retire as Chief Financial Officer in April 2009.

Skills and experience:

Ken has a broad range of experience gained while working as the Group Finance Director of United Distillers plc (1993–1997) and the Chief Executive Officer and Group Finance Director of Dalgety plc (1997–1999). He was also an Operating Partner at the private equity firm Compass Partners (1999–2004), focusing on consumer goods.

Other directorships and offices:

  • Non-Executive Director of Inchcape plc

4 Dr Wolfgang Berndt # † ‡

Independent Non-Executive Director

Term of office:

Appointed to the Board in January 2002. Wolfgang was last re-elected in 2008 and is not retiring or standing for re-election in 2009. He is Chairman of the Remuneration Committee.

Skills and experience:

Wolfgang's broad range of executive and operational experience gained over a career managing consumer goods companies enables him to contribute significantly to the Board.

Other directorships and offices:

  • Non-Executive Director of Lloyds TSB Group plc
  • Non-Executive Director of Bank of Scotland plc
  • Non-Executive Director of HBOS plc
  • Non-Executive Director of GfK AG
  • Non-Executive Director of MIBA AG
  • Non-Executive Director of Telekom Austria (2006–2008)
  • President Global Fabric & Home Care sector of The Procter & Gamble Co (1998–2001)

5 Guy Elliott # ‡ *

Senior Independent Non-Executive Director

Term of office:

Appointed to the Board in July 2007, and Senior Independent Non-Executive Director since July 2008, replacing Roger Carr. Guy was last re-elected in 2008 and is not retiring or standing for re-election in 2009. Guy has been Chairman of the Audit Committee since March 2008, and will be handing over the Chairmanship to Colin Day in April 2009.

Skills and experience:

Guy has extensive financial and commercial experience, particularly in mergers and acquisitions, which enables him to contribute significantly to the Board.

Other directorships and offices:

  • Finance Director of Rio Tinto plc

6 Lord Patten ‡ *

Independent Non-Executive Director

Term of office:

Appointed to the Board in July 2005. Lord Patten was last re-elected in 2008 and is not retiring or standing for re-election in 2009. He is Chairman of the Corporate and Social Responsibility Committee.

Skills and experience:

Lord Patten's distinguished career in public office enables him to bring a great deal of experience and expertise to the Board, especially in the area of international relations.

Other directorships and offices:

  • Chancellor of Oxford University
  • Chancellor of Newcastle University
  • Advisory Board member of Bridgepoint Capital Ltd
  • Advisory Board member of AIG
  • European Commissioner for External Relations (1999–2004)
  • Governor of Hong Kong (1992–1997)

7 Raymond Viault # † ‡

Independent Non-Executive Director

Term of office:

Appointed to the Board in September 2006. Raymond was last re-elected in 2007 and is not retiring or standing for re-election in 2009.

Skills and experience:

Raymond’s extensive international experience in confectionery, food and consumer products companies enables him to contribute significantly to the Board.

Other directorships and offices:

  • Director of Safeway, Inc.
  • Director of Newell Rubbermaid, Inc.
  • Director of VF Corporation
  • Vice Chairman of General Mills, Inc. (1996–2004)

8 Colin Day # ‡

Independent Non-Executive Director

Term of office:

Appointed to the Board in December 2008. Colin is standing for election in 2009 at the first Annual General Meeting since his appointment. Colin will succeed Guy Elliott as Chairman of the Audit Committee in April 2009.

Skills and experience:

Colin’s extensive experience of consumer products and his strong focus on performance and execution enables him to add significantly to the skills and capabilities of the Board.

Other directorships and offices:

  • Chief Financial Officer of Reckitt Benckiser Group plc
  • Non-Executive Director of WPP Group plc
  • Non-Executive Director of Imperial Tobacco plc (2005–2007)
  • Non-Executive Director of EasyJet plc (2000–2005)
  • Non-Executive Director of Bell Group plc (1999–2004)
  • Non-Executive Director of Vero Group plc (1996–1998)
  • Group Finance Director of Aegis Group plc (1995–2000)

9 Baroness Hogg # † ‡

Independent Non-Executive Director

Term of office:

Appointed to the Board in October 2008. Baroness Hogg is standing for election in 2009 at the first Annual General Meeting since her appointment.

Skills and experience:

With extensive experience of business, government and the media, Baroness Hogg brings a wealth of expertise to Cadbury.

Other directorships and offices:

  • Chairman of 3i Group plc
  • Senior Independent Non-Executive Director of BG Group plc
  • Chairman of Frontier Economics Limited
  • Deputy Chairman of the Financial Reporting Council
  • Deputy Chairman of GKN plc (2001–2006)
  • Head of the Prime Minister’s Policy Unit (1990–1995)

10 Henry Udow

Chief Legal Officer and Group Secretary

Term of office:

Appointed Group Secretary in September 2007.

Skills and experience:

Henry joined Cadbury North America in 1987 as Division Counsel & Assistant Secretary after working in private practice with the law firm of Shearman & Sterling in the US and UK. In 1991 he became Vice President, General Counsel & Secretary of Cadbury North America. In 1994 he moved to the UK to take up his role of Senior Vice President, Legal Director and General Counsel of Cadbury’s Global Beverages business. In 2000 he became Mergers & Acquisitions Director, heading up all merger and acquisition activity for Cadbury. He was appointed Chief Legal Officer in 2005, heading up the Global Legal Function for the Cadbury Group.

11 Andrew Bonfield

Chief Financial Officer – from 3 April 2009

Term of office:

Joined the Company in February 2009. To be appointed to the Board in April. Andrew is standing for election in 2009 at the first Annual General Meeting following his appointment.

Skills and experience:

Andrew has established a strong track record as an international and FTSE 100 CFO and will have a key role to play in sustaining the Company’s focus on performance delivery.

Other directorships and offices:

  • Chief Financial Officer of Bristol-Myers Squibb (2002–2008)
  • Non-Executive Director of ImClone Systems Inc (2007–2008)
  • Non-Executive Director of BOC Group plc (2003–2006)
  • Non Executive Director of BG Group plc (2000–2001) then Executive Director, Finance of BG Group plc (2001–2002)
  • Chief Financial Officer of SmithKline Beecham plc (1998–2000)