Cadbury Schweppes is committed to ethical business practices, honesty, fair dealing and full compliance with all laws affecting its businesses. This includes a commitment to the highest standards of corporate governance throughout the Group.
By having ordinary shares listed in London and ADR's listed in New York, Cadbury Schweppes has to comply with the Combined Code for its London listing, the New York Stock Exchange Corporate Governance rules and with securities laws in both the UK and USA.
"Our business principles", which can be viewed here, is a set of principles to which every employee has to work.
In addition, the Board has adopted a "Code of Ethics", which applies to the Chief Executive Officer and senior financial officers in the Group.
The Cadbury Schweppes Board consists of six Non-Executive Directors and four Executive Directors. Collectively they bring a valuable range of international experience and expertise as they all currently occupy or have occupied senior positions within industry and public life. All the Non-Executive Directors are independent of management and have no relationships which could materially interfere with the exercise of their independent judgement.
The terms and conditions of appointment for our Non-Executive Directors can be summarised as follows:
(1) Subject to satisfactory performance,a Non-Executive Director is appointed for an initial term of three years.
(2)Thereafter, they may serve two additional three year terms, with a maximum of nine years service on the Board as a general rule.
(3) A Non-Executive Director is expected to attend every Board Meeting, including those held overseas.
(4) A Non-Executive Director will sit on a minimum of two Board Committees.
(5) A Non-Executive Director is expected to make regular visits to the Group's operations to better understand its workings.
(6) Each Non-Executive Director is expected to devote such time as is necessary for the proper performance of their duties. However, an average time commitment of one to one and one-half days per month is suggested as a guideline.
(7) The base fee for a Non-Executive Director is £45,000 per year, paid quarterly in arrears, however this is increased if they are appointed chairman to a Board Committee.
(8) The Company has established a programme which enables a Non-Executive Director to allocate a portion of their fees to the purchase of Cadbury Schweppes shares. Currently, all Non-Executive Directors use this facility.
A copy of Rosemary Thorne Letter of Appointment as a Non-Executive Director is attached here and can be downloaded as a PDF file. All Non-Executive Directors appointed from 2005 onwards will have similar letters of appointment.
Further details of our approach to corporate governance are reported in the Report & Accounts and Form 20-F 2003.
Details of our directors remuneration are reported in the Report & Accounts and Form 20-F 2003.
Our Board Committees have adopted terms of reference which define their roles and responsibilities. These, together with the Memorandum and Articles of Association for Cadbury Schweppes plc, can also be viewed here: