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Report & Accounts 2005

Directors' Report

John Sunderland Roger Carr
Todd Stitzer Ken Hanna
Bob Stack Dr Wolfgang Berndt
Rick Braddock Lord Patten
David Thompson Rosemary Thorne
Baroness Wilcox Sanjiv Ahuja
Hester Blanks  

John Sunderland, 60


Chairman

Term of office: Appointed as Chairman in May 2003. John was last re-elected in 2004 and is not retiring or standing for re-election in 2006.

Skills and experience: John has 38 years of experience working within the Cadbury Schweppes Group in the UK and overseas on both the confectionery and beverage side of the business. John has held senior leadership roles within the Company, including being CEO from 1996 to 2003. John's experience, together with his roles in key trade and business organisations, is invaluable to the business and makes him ideally placed to chair the Board as it seeks to create enhanced shareowner value.

Other directorships and offices:
  • President of the Confederation of British Industry
  • Non-executive director of The Rank Group plc
  • Non-executive director of Barclays PLC
  • Director of the Financial Reporting Council
  • Advisory Board member of CVC Capital Partners
  • Advisory Board member of Ian Jones & Partners
  • Leadership council member of Young Enterprise
Board Committee membership:
  • Chairman of the Nomination Committee
  • Corporate and Social Responsibility Committee
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Roger Carr, 59


Deputy Chairman and Senior Independent Non-Executive Director

Term of office: Appointed to the Board in January 2001 and Deputy Chairman and Senior Independent Non-Executive Director since May 2003. Roger was last re-elected in 2004 and is retiring by rotation and standing for re-election in 2006.

Skills and experience: Roger'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 shareowners on matters of corporate governance.

Other directorships and offices:
  • Non-executive Chairman of Centrica plc
  • Non-executive Chairman of Mitchells & Butlers plc
  • Senior Adviser to Kohlberg Kravis Roberts Co. Ltd
  • Fellow of the Royal Society for the Encouragement of Arts, Manufacturers and Commerce
  • Chairman of Chubb plc (2000-2002)
  • Chairman of Thames Water (1998-2000)
  • Chief Executive Officer of Williams plc (1994-2000)
Board Committee membership:
  • Audit Committee
  • Remuneration Committee
  • Nomination Committee
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Todd Stitzer, 54


Chief Executive Officer

Term of office: Appointed to the Board in March 2000. Appointed CEO in May 2003. Todd was last re-elected in 2003 and is retiring by rotation and standing for re-election in 2006.

Skills and experience: Todd joined Cadbury Schweppes 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's business leadership, legal and commercial expertise make him well placed to lead the organisation as it delivers on its commitment to deliver superior shareowner performance. Todd was President & CEO of Dr Pepper/Seven Up, Inc. between 1997 and 2000 and Chief Strategy Officer between March 2000 and May 2003.

Other directorships and offices:
  • Non-executive director of Diageo plc
Board Committee membership:
  • Corporate and Social Responsibility Committee
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Ken Hanna, 52


Chief Financial Officer

Term of office: Appointed to the Board in April 2004. Ken was last re-elected in 2004 and is retiring by rotation and standing for re-election in 2006.

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). In addition, Ken's focus on consumer goods while an Operating Partner at the private equity firm Compass Partners (1999- 2004) makes him particularly qualified to lead the Cadbury Schweppes finance function.

Other directorships and offices:
  • Non-executive director of Inchcape plc
Board Committee membership:
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Bob Stack, 55


Chief Human Resources Officer

Term of office: Appointed to the Board in May 1996. Bob was last re-elected in 2005 and is not retiring or standing for re-election in 2006.

Skills and experience: Bob has wide international Human Resources expertise. Bob joined Cadbury Beverages in the US in 1990 as Vice-President, Human Resources for the global beverages business. In 1992 he moved to the UK as Group Director of Strategic Human Resources Management, being appointed to the Board as Chief Human Resources Officer in 1996. Bob's responsibilities also include corporate and external affairs and corporate communications.

Other directorships and offices:
  • Non-executive director of J Sainsbury plc
  • Visiting Professor at Henley Management College
Board Committee membership:
  • Corporate and Social Responsibility Committee
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Dr Wolfgang Berndt, 63


Independent Non-Executive Director

Term of office: Appointed to the Board in January 2002. Wolfgang was last re-elected in 2005 and is not retiring or standing for re-election in 2006.

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 GfK AG
  • Board member of the Institute for the Future
  • President Global Fabric & Home Care sector of The Procter & Gamble Co (1998-2001)
Board Committee membership:
  • Audit Committee
  • Corporate and Social Responsibility Committee
  • Remuneration Committee
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Rick Braddock, 64


Independent Non-Executive Director

Term of office: Appointed to the Board in June 1997. Rick was last re-elected in 2004 and is not retiring or standing for re-election in 2006.

Skills and experience: Rick brings to the Board a broad range of consumer, marketing and management experience across several sectors. His business experience in North America benefits the Group, especially with regards to its significant businesses in that region.

Other directorships and offices:
  • Non-executive director of Eastman Kodak Company
  • Non-executive director of Marriott International, Inc
  • Non-executive director of the Lincoln Center for the Performing Arts
  • Chairman of MidOcean Partners
Board Committee membership:
  • Chairman of the Remuneration Committee
  • Audit Committee
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Lord Patten, 61


Independent Non-Executive Director

Term of office: Appointed to the Board on 1 July 2005. Lord Patten is standing for re-election in 2006 at the first Annual General Meeting since his appointment.

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, which is valuable to a Group that has a presence in almost every country in the world.

Other directorships and offices:
  • Chancellor of Oxford University
  • Chancellor of Newcastle University
  • Advisor Board member of Bridgepoint Capital Ltd
  • European Commissioner for External Relations (1999-2004)
  • Governor of Hong Kong (1992-1997)
Board Committee membership:
  • Corporate and Social Responsibility Committee
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David Thompson, 63


Independent Non-Executive Director

Term of office: Appointed to the Board in March 1998. David was last re-elected in 2004 and is not retiring or standing for re-election in 2006.

Skills and experience: David has considerable financial and retail experience, enabling him to provide a significant contribution to the Board and Audit Committee.

Other directorships and offices:
  • Chairman of the Nottingham Building Society
  • Finance director of The Boots Company plc (1990-2002)
Board Committee membership:
  • Chairman of the Audit Committee
  • Corporate and Social Responsibility Committee
  • Remuneration Committee
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Rosemary Thorne, 54


Independent Non-Executive Director

Term of office: Appointed to the Board in September 2004. Rosemary was last re-elected in 2005 and is not retiring or standing for re-election in 2006.

Skills and experience: Rosemary brings a wealth of financial reporting and corporate governance expertise to the Board and its committees gained during her corporate career and participation in key external organisations.

Other directorships and offices:
  • Finance Director of Ladbrokes plc
  • Group Finance Director of Bradford & Bingley plc (1999-2005)
  • Member of the Financial Reporting Council
  • Member of the Financial Reporting Review Panel
  • Member of the Main Committee of The Hundred Group of Finance Directors
  • Council member of The University of Warwick
Board Committee membership:
  • Audit Committee
  • Remuneration Committee
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Baroness Wilcox, 65


Independent Non-Executive Director

Term of office: Appointed to the Board in March 1997. Baroness Wilcox was last re-elected in 2005 and is standing for annual re-election in 2006 having been a Board member for over nine years.

Skills and experience: Baroness Wilcox's breadth of experience as a retail entrepreneur, with consumer groups, and as a working peer in the House of Lords, allows her to contribute extensively on commercial, human resource and CSR matters.

Other directorships and offices:
  • Non-executive director of Carpetright plc
  • Non-executive director of Johnson Services PLC
  • Member of the House of Lords
  • President of the National Federation of Consumer Groups
  • President of the Institute of Trading Standards
  • Member of the Council of the Foundation for Science and Technology
Board Committee membership:
  • Chairman of the Corporate and Social Responsibility Committee
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Sanjiv Ahuja, 49


Independent Non-Executive Director

Term of office: Appointed to the Board with effect from 19 May 2006. Sanjiv will stand for re-election in 2007.

Skills and experience: Sanjiv Ahuja has wide ranging international experience from some of the largest consumer-facing industries in the world and a strong information technology background.

Other directorships and offices:
  • Chief Executive Officer of Orange SA
  • Member of France Telecom's Group Management Committee
  • Non-executive director of Mobistar SA
  • Non-executive director of Williams Sonoma, Inc.
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Hester Blanks, 53


Group Secretary

Term of office: Appointed Group Secretary on 1 July 2005.

Skills and experience: Hester started her career in Cadbury Schweppes as a lawyer in 1984, having previously worked at Clifford Turner in London. She became Board Secretary to Coca-Cola & Schweppes Beverages in 1987 and then held a variety of senior legal roles within the business, latterly in 2003 being appointed as Legal Director (Group).

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