Annual Report and Accounts 2006

Chairman and non-executive Directors

Sir John Sunderland, non-executive Chairman, is provided with a car and chauffeur. This benefit was expected to be reduced to three days per week from June 2006 but will remain at its current level of five days per week while Sir John retains his involvement with the CBI.

We normally appoint non-executive Directors for an initial period of three years but Sir John Sunderland's term as non-executive Chairman expires at the 2008 Annual General Meeting. Unless otherwise determined by the Board, the maximum term for a non-executive Director is nine years.

Fees for non-executive Directors are determined by the Board within the limits set by the Articles of Association. To ensure that the interests of the non-executive Directors are aligned with those of the shareowners, all non-executive Directors (except Sir John Sunderland) have chosen to utilise a percentage of their fees (between 50% and 100%) to purchase shares in the Company, which are bought within five business days of each relevant payment. Each non-executive Director has undertaken to hold such shares during the term of his or her appointment. The non-executive Directors do not have service contracts with the Company.

Non-executive Date of initial
appointment to Board
Commencement date
of current term
Expiry date of
current term
Sanjiv Ahuja 19 May 2006 19 May 2006 19 May 2009
Wolfgang Berndt 17 January 2002 18 February 2005 18 February 2008
Rick Braddock 27 June 1997 9 May 2006 24 May 2007
Roger Carr 22 January 2001 26 November 2006 26 November 2009
Lord Patten 1 July 2005 1 July 2005 1 July 2008
Sir John Sunderland 5 May 1993 24 August 2006 22 May 2008
David Thompson 9 March 1998 16 February 2007 8 March 2008
Rosemary Thorne 6 September 2004 6 September 2004 6 September 2007
Raymond Viault 1 September 2006 1 September 2006 1 September 2009
Baroness Wilcox 5 March 1997 20 February 2006 Retired 31 December 2006

Baroness Wilcox retired as a non-executive Director on 31 December 2006. Rick Braddock will retire at the 2007 AGM and will not offer himself for re-election.

Fees for the independent non-executive Directors were reviewed in 2006 and the following table sets out the new rates of fee payable with effect from 1 October 2006:

Annual fees payable with effect from 1 October 2006

Chairman £400,000
Deputy Chairman £105,000
Other non-executive Directors:
— non-US based £55,000
— US based $140,000
Fee supplement for Committee Chairmen
— Audit £15,000
— Remuneration $15,000/£12,500
— Corporate and Social Responsibility £10,000

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