Item 5: Elect Mr. Thomas H. Johnson
Mr. Thomas H. Johnson is Chair of the Nomination committee and ECGS has serious concerns about the composition of the Board. We strongly disagree with the independence of Mr. Watts and Mr. Johnson, Non-Executive Directors of Coca-Cola Enterprises Inc. The merger is not a reason to zero the term length. Mr. Thomas H. Johnson is Senior Independent Director but he does not comply with the independence criteria set by the UK Corporate Governance Code and our guidelines. The size of the Board is dramatically excessive, particularly for the UK market. ECGS considers that the Board should not be so large as to be unwieldy. Based on the independence criteria set by the UK Code, the board is not in majority independent. Not all directors stand for annual re-election, which does not comply with the UK Code.
The composition of the audit and remuneration committees does not respect the recommendation of the UK Code which states that these committees should comprise of at least three non-executive directors, all whom are considered to be independent.
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