Nestlé has just published the agenda of its annual general meeting which will take place in Lausanne on 6 April 2006. Item 6 is of particular interest as it requests shareholder approval to mandate the Board to prepare a proposal for a complete revision of the company's Articles of Association. This proposal could then be submitted to shareholder approval at the 2007 general meeting.
This proposal confirms the commitment taken by Mr. Brabeck at the end of the general meeting on 14 April 2005 to take into account shareholders' opinion on the evolution of Nestlé's corporate governance practices. At the 2005 general meeting, Ethos and five pension funds presented three resolutions aiming to amend Nestlé's Articles of Association. One of these resolutions aimed to prevent the double mandate of Chairman and CEO and received 36% support. In light of this result, Nestlé launched in August 2005 a shareholder survey to gain insight on shareholders' points of view regarding several significant corporate governance orientations. A majority emerged in favor of the suppression of the 3% registration/voting rights limit, as well as the reduction of directors' terms of office from 5 to 3 years, in line with Ethos' requests.
The mandate requested by the Board of Directors to revise the company's articles of association is therefore entirely in line with the process engaged several months ago to improve corporate governance at Nestlé. Ethos welcomes this step and calls on all shareholders to APPROVE item 6 of the agenda of the Annual General Meeting which will be held on 6 April 2006.
A positive vote will enable the Board to undertake a modernization project of the operational and controlling rules at Nestlé. Within the framework of the existing dialogue between Ethos and Nestlé, our Foundation supports an improvement of the company's articles of association to conform with the rules of corporate governance best practice and the requirements of a socially responsible company.