Dairy Crest plc
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The Board and Advisers

Dairy Crest is led by an experienced Board of Directors, which today comprises three Executive Directors, one Non-executive Chairman and four independent Non-executive Directors. Together the Executive Directors have over 30 years experience of the business.

The Board sets strategy and monitors progress. Day-to-day matters are the responsibility of the Management Board, which today comprises the three Executive Directors, the Company Secretary & General Counsel and five other senior managers.

* Audit Committee Member     † Remuneration Committee Member     ‡ Nomination Committee Member     ◊ Corporate Responsibility Committee Member     ∆ Management Board Member     # Not a Board Member

Mark Allen

Chief Executive ◊ ∆

Appointed a Director in 2002 and became Chief Executive in January 2007. He joined Dairy Crest in August 1991. He was formerly with Shell UK Ltd. He is Chairman of The Prince's Rural Action Programme and a Trustee for The Prince's Countryside Fund. He is Vice Chairman of Dairy UK and a Non-executive Director of Howdens Joinery Plc.

Alastair Murray

Finance Director ◊ ∆

Appointed in September 2003. He was Finance Director of The Body Shop International plc from January 1999 and was previously Finance Director of Dalgety Food Ingredients Limited.

Martyn Wilks

Executive Managing Director ◊ ∆

Appointed in January 2008. He was President of the Snackfood Division of Masterfoods USA, and has held senior management positions within the Mars and Masterfoods Groups including Managing Director of Mars, France.

Anthony Fry

Chairman ‡

Appointed as a Non-executive Director in July 2007, as Chairman on 1 January 2010 and as chairman of the Nomination Committee in May 2011. Until March 2011 he was Senior Adviser of Evercore Partners in the firm's London office. He has previously held senior appointments at Lehman Brothers, Credit Suisse and the Rothschild Group in a career in merchant banking which has spanned more than 30 years. In November 2010 he was appointed Chairman of Cala Group Limited and in March 2011 he was appointed Chairman of Espirito Santo Investment Bank UK. He is a Non-executive Director of Control Risks and the BBC Trust and has served on the boards of Mowlem, The British Standards Institution and Southern Water as well as numerous not-for-profit organisations.

Stephen Alexander

Non-Executive Director * † ‡

Appointed as a Non-executive Director in January 2011 and chairman of the Remuneration Committee in May 2012. He is chairman of Immediate Media Company Ltd, an Operating Partner at OpCapita LLP and Chairman of Look Ahead Housing and Care. Previously Chairman of Maltby Capital Ltd (parent company of EMI Group), Chairman of Odeon Cinemas, Chief Executive of Hillsdown Holdings Ltd and held senior positions with Allied Domecq PLC and Imperial Foods. He was also Senior Independent Director at Devro plc.

Andrew Carr-Locke

Non-Executive Director * † ‡

Appointed as a Non-executive Director and chairman of the Audit Committee in August 2009. A Fellow of the Chartered Institute of Management Accountants, he has previously held senior finance positions at Courtaulds Textiles, Diageo, Bowater Scott and Kodak and was Group Finance Director at George Wimpey plc until 2007. He has previously held non-executive directorships at Royal Mail Holdings, Venture Production and AWG. In April 2010 he was appointed Executive Chairman of Countryside Properties PLC.

Sue Farr

Non-Executive Director † ◊

Appointed as a Non-executive Director in November 2011. She is a member of the Executive Management Team of Chime Communications PLC, a position she has held since 2003. She has extensive marketing communications experience, having served as Marketing Director of the BBC for 7 years, Director of Corporate Affairs, Thames Television for 3 years and Director of Corporate Communications, Vauxhall Motors. She is a Trustee of the Historic Royal Palaces and a Non-executive Director of Motivcom plc.

Richard Macdonald

Non-Executive Director * ◊

Appointed as a Non-executive Director in November 2010, chairman of the Corporate Responsibility Committee in May 2011 and Senior Independent Director in May 2012. He had a 30 year career with the National Farmers Union, serving as Director General for 13 years. He is a Non-executive Director of Moy Park Limited and Chairman of DEFRA's Better Regulation Task Force. He is also a governor of The Royal Agricultural College Cirencester, a member of the board of the National Institute of Agricultural Botany and a trustee of Farm Africa.

Robin Miller

Company Secretary & General Counsel ◊ Δ #

Appointed in April 2008. He is a solicitor having worked in private practice and in-house in both retail and international manufacturing, latterly with Gallaher Group Plc.

Board and main Committee meetings

The following Directors held office during the year. The number of Board and Committee meetings attended by Directors in the year is shown in the table below. The numbers in brackets show the maximum number of meetings Directors could have attended during 2011/12.

Board

Audit

Remuneration

Nomination

CR

Management Board

Mr A Fry1

11(11)

-

-

-

-

-

Mr M Allen

11(11)

-

-

-

3(4)

32(36)

Mr A S N Murray2

10(11)

-

-

-

3(4)

22(36)

Mr M Wilks3

11(11)

-

-

-

4(4)

30(36)

Mr S Alexander4

11(11)

3(3)

5(5)

-

-

-

Mr A Carr-Locke

11(11)

4(4)

5(5)

-

1(4)

-

Ms S Farr5

7(7)

-

-

-

-

-

Mr R Macdonald6

11(11)

-

-

-

4(4)

-

Mr H Mann7

10(11)

4(4)

5(5)

-

-

-

1. Anthony Fry was appointed as chairman of the Nomination Committee on 12 May 2011 and stood down from the Corporate Responsibility Committee on the same day.

2. Alastair Murray was appointed as a member of the Corporate Responsibility Committee on 12 May 2011.

3. Martyn Wilks was appointed as a member of the Corporate Responsibility Committee on 12 May 2011.

4. Stephen Alexander was appointed as a member of the Audit and Remuneration Committees on 12 May 2011 and chairman of the Remuneration Committee on 18 May 2012.

5. Sue Farr was appointed to the Board on 1 November 2011 and a member of the Remuneration and Corporate Responsibility Committees on 18 May 2012.

6. Richard Macdonald was appointed a member and chairman of the Corporate Responsibility Committee on 12 May 2011 and Senior Independent Director on 18 May 2012.

7. Howard Mann stood down from the Corporate Responsibility Committee and as chairman of the Nomination Committee (but remained a member) on 12 May 2011 and stood down from the Board and all Committees on 18 May 2012.

Auditor
Ernst & Young LLP

Solicitors
Eversheds LLP

Principal Bankers
The Royal Bank of Scotland plc
Rabobank International, London Branch
Lloyds TSB plc
Santander UK plc

Corporate Brokers
J. P. Morgan Cazenove
Jefferies Hoare Govett

Registered Office
Claygate House,
Littleworth Road,
Esher, Surrey KT10 9PN

Registered in England:
No. 3162897