Strong Corporate Governance is Essential
For publicly-held companies like Mondelēz International, good governance attributes include:
• Disclosure of the board's processes
• Independence of a majority of the directors
• Respect for shareholder rights
• Compliance with legislation and regulations
Our Board of Directors believes that effective corporate governance principles and practices, together with the company’s Articles of Incorporation (PDF), By-laws (PDF), Code of Business Conduct and Ethics for Directors (PDF) and Corporate Governance Guidelines (PDF), provide a strong framework to assist them in upholding their fiduciary responsibilities to shareholders and promoting the long-term success of the company.
Links for easy navigation to the sections below.
The Audit Committee monitors Mondelēz International's financial reporting processes and systems of internal control over financial reporting, the independence and the performance of the independent auditors and the performance of the internal auditors.
The Audit Committee consists entirely of independent directors. The board has determined that all Audit Committee members are independent under the listing standards of the listing rules of the NASDAQ Stock Market and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Its responsibilities are set forth in the Audit Committee Charter (PDF).
All members of the Audit Committee are financially sophisticated, and the Committee Chair, Fredric G. Reynolds is an“audit committee financial expert” within the meaning of the regulations of the Securities and Exchange Commission. No member of the Audit Committee received any payments in 2012 from Mondelez International or its subsidiaries other than compensation received as a director of Mondelez International.
Governance, Membership and Public Affairs Committee
The Governance, Membership and Public Affairs Committee is responsible for identifying and vetting individuals qualified to become board members; recommending a slate of nominees for election at each Annual Meeting of Shareholders; making recommendations to the board concerning the appropriate size, function, needs and composition of the board and its committees; developing and recommending to the board Mondelēz International's corporate governance principles; and overseeing the evaluation of the board and its committees and director self-assessments. The committee also oversees compliance with political contributions laws and regulations, reviews public affairs priorities, and monitors significant developments in the regulatory environment. Its responsibilities are set forth in the Governance, Membership and Public Affairs Committee Charter (PDF).
Human Resources and Compensation Committee
The Human Resources and Compensation Committee oversees the company’s executive compensation, including determining the compensation of the Chief Executive Officer, producing an annual Human Resources and Compensation Committee report on executive compensation to be included in the company’s proxy statement in accordance with applicable Securities and Exchange Commission rules and regulations, and reviewing the succession plans for the Chief Executive Officer and other senior executives.
The board has determined that all the Human Resources and Compensation Committee members are independent within the meaning of independence under the listing standards of the NASDAQ Stock Market. Its responsibilities are set forth in the Human Resources and Compensation Committee Charter (PDF).
Contact the Board
You can communicate directly with the independent members of our board of directors by e-mail at Mdlzfirstname.lastname@example.org or by mail at Mondelēz International Board of Directors, Mondelēz International, Inc., Three Parkway North, Deerfield, IL 60015, USA, Attention: Office of the Corporate Secretary.
Report Financial Wrongdoing
We encourage our employees to report any situation that appears to involve a breach of the company's ethical or legal obligations. We also encourage those outside our company to report concerns about Mondelēz International’s accounting controls, auditing matters or anything else that appears to involve financial or other wrongdoing. To report such matters, you may contact us by e-mail at email@example.com.
Our Board of Directors
Irene Rosenfeld is Chairman and Chief Executive Officer of Mondelēz International, Inc.
Our directors provide input to guide the long-term success of the company while fulfilling their fiduciary duty to our shareholders. The board, in accordance with the Corporate Governance Guidelines (PDF), has responsibility for establishing broad corporate policies and overseeing our management team, which has responsibility for the day-to-day operations of the company. The board members are kept informed about the company's businesses and challenges through a variety of means, including operational and financial reports, and discussions with management and others at board and committee meetings.
Mondelēz International's Code of Business Conduct and Ethics for Directors (PDF) outlines policies regarding matters such as conflicts of interest and legal compliance.
The independent directors meet in regularly scheduled sessions without any members of management present. The Lead Director presides over these executive sessions.
Three Board Committees: Audit, Human Resources and Compensation, and Governance, Membership and Public Affairs
The Mondelēz International board has three standing committees: Audit, Human Resources and Compensation, and Governance, Membership and Public Affairs. The membership of each of these committees consists entirely of directors who are independent under listing standards of the NASDAQ Stock Market. The board designates the chairs and members of these committees. The responsibilities of each committee are detailed in the committee charters.
*Confirmed Audit Committee Financial Expert (ACFE)
Irene B. Rosenfeld
Chairman and Chief Executive Officer
Mondelēz International, Inc.
Irene returned to Kraft Foods, the predecessor to Mondelēz International, Inc., in June 2006 as CEO and became Chairman in March 2007, following Kraft’s spin off from Altria Group. Since that time, Irene has changed the face, footprint and prospects of Kraft Foods. She repositioned the company to deliver consistent top-tier growth by reinvigorating iconic brands, transforming the portfolio and strengthening the company's presence in fast-growing emerging markets. The transformation she led culminated in the spin-off of the company’s North American grocery operations and creation of Mondelēz International, Inc. in October, 2012.
Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2012 revenue of $35 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in chocolate, biscuits, gum, candy, coffee and powdered beverages, with billion-dollar brands such as Cadbury, Cadbury Dairy Milk and Milka chocolate, Jacobs coffee, LU, Nabisco and Oreo biscuits, Tang powdered beverages and Trident gum.
Irene began her career in consumer research, later joining General Foods, which itself became part of Kraft Foods. Irene led the restructuring and turnaround of key businesses in the US, Canada and Mexico. She served on the team that spearheaded the company's initial IPO in 2001, and successfully integrated the Nabisco, LU and Cadbury businesses.
Irene took a short break from Kraft Foods in 2004, serving for two years as Chairman and CEO of Frito-Lay. While there, she accelerated growth in better-for-you products and health and wellness offerings.
The Financial Times, Fortune and Forbes have repeatedly ranked Irene on their lists of the “Top 50 Women in Global Business,” “50 Most Powerful Women in Business” and as one of the world’s “100 Most Powerful Women.”
Irene holds a Ph.D. in Marketing and Statistics, an M.S. in Business Administration and a B.A. in Psychology – all from Cornell University. She is active in a number of industry and community organizations, including The Economic Club of Chicago. She also serves on the Board of the Consumer Goods Forum and Cornell's Board of Trustees.
Director since June 2006
Stephen F. Bollenbach
Retired Co-Chairman and Chief Executive Officer
Hilton Hotels Corporation
Mr. Stephen F. Bollenbach served as Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation, a global hospitality provider, from May 2004 until his retirement in October 2007, and served as President and Chief Executive Officer from February 1996 to May 2004. Prior to that, he served as Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company, an international family entertainment and media enterprise, from September 1995 to February 1996. Mr. Bollenbach spent the previous 30 years in various financial leadership positions in the hospitality, real estate and financial services industries.
Mr. Bollenbach received a Bachelor’s Degree in Finance from the University of Southern California and a Master of Business Administration from California State University, Long Beach.
Mr. Bollenbach is currently a Director of KB Home, Macy’s Inc., and Time Warner Inc.
Director since October 2012
Lewis W.K. Booth
Retired Executive Vice President and Chief Financial Officer
Ford Motor Company
Mr. Lewis W.K. Booth served as Executive Vice President and Chief Financial Officer of the Ford Motor Company, a global automobile manufacturer, from November 2008 until his retirement in April 2012. He was Executive Vice President, Ford of Europe GmbH, Volvo Car Corporation and Ford Export Operations and Global Growth Initiatives and Executive Vice President of Ford’s Premier Automotive Group, from 2005 to 2008. Prior to that, Mr. Booth held various executive leadership positions with Ford including as Chairman and Chief Executive of Ford of Europe, President of Mazda Motor Corporation and President of Asia Pacific and Africa Operations. He was employed continuously by the Ford Motor Company, in positions of increasing responsibility, since 1978.
Mr. Booth received a Bachelor’s of Engineering from the University of Liverpool.
Mr. Booth is a director of Gentherm Incorporated and Rolls-Royce Holdings plc.
Director since October 2012
Lois D. Juliber
Retired Vice Chairman and Chief Operating Officer
Ms. Lois Juliber, a highly regarded consumer products executive, retired in April 2005 as Vice Chairman and COO of Colgate-Palmolive Company after having risen through both domestic and international senior-level operating and corporate roles.
Ms. Juliber began her career at General Foods and over her 15 years there, she was a corporate officer and held a number of general management and marketing positions. She joined Colgate in 1988 as President of the company’s Far East/Canada Division. In her seventeen years with Colgate, Ms. Juliber was instrumental in strengthening the company’s domestic and worldwide operations; putting in place the worldwide systems, R&D and manufacturing infrastructures; reenergizing the company’s marketing, new product development and innovation capabilities; and developing the next generation of Colgate leaders.
Ms. Juliber has received a number of awards for her outstanding leadership, including "Fortune" magazine’s "50 Most Powerful Women" for five years and the distinguished Wellesley College Alumnae Achievement Award.
Ms. Juliber currently is a director of Goldman Sachs Group, Inc. and E.I. du Pont de Nemours and Company. She received her Bachelor of Arts at Wellesley College and Master of Business Administration from Harvard Business School.
Director since November 2007
Mark D. Ketchum
Retired President and Chief Executive Officer
Newell Rubbermaid Inc.
Mr. Mark Ketchum is the retired President and Chief Executive Officer of Newell Rubbermaid Inc., a global marketer of consumer and commercial products with a strong portfolio of brands, including PaperMate, Sharpie, Levolor, Calphalon, Rubbermaid and Graco.
Before joining Newell Rubbermaid, Mr. Ketchum enjoyed a successful career at Procter & Gamble (P&G) in Cincinnati, Ohio. Mr. Ketchum joined P&G in 1971 and advanced through various positions in operations, marketing, brand management and general management.
He served as Vice President and General Manager of the Tissue and Towels business from 1990 to 1996, where he was credited with repositioning the Charmin and Bounty brands and for driving their dramatic profit and share growth. He also served as President, North American Paper Products from 1996 to 1999 before being named President, Global Baby and Family Care where he led the dramatic turnaround of the global Pampers brand. A 33-year veteran of P&G, Mr. Ketchum retired in October 2004.
Mr. Ketchum is an alumnus of Cornell University where he earned a degree in industrial engineering and operations research. He serves as trustee of the Cornell Rowing Association at his alma mater.
Director since April 2007
Jorge S. Mesquita
Former Group President – New Business Creation and Innovation
The Procter & Gamble Company
Mr. Jorge S. Mesquita served as Group President – New Business Creation and Innovation of The Procter & Gamble Company, a global marketer of consumer products from March 14, 2012 until June 2013 and served as Group President - Special Assignment from January 1, 2012 until March 13, 2012. Prior to that, he served as Group President, Global Fabric Care from 2007 to 2011 and as President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007. Mr. Mesquita has been employed continuously by The Procter & Gamble Company, in various marketing and leadership capacities, since 1984.
Mr. Mesquita received a Bachelor’s Degree in Chemical Engineering from the Florida Institute of Technology.
Director since May 2012
Chief Executive Officer and a founding partner of Trian Fund Management, L.P.
Nelson Peltz has been Chief Executive Officer and a founding partner of Trian, a multi-billion dollar alternative investment management firm, since November 2005.
In 2012, Mr. Peltz was recognized for a third consecutive year by the National Association of Corporate Directors as among the most influential persons in the global corporate governance arena.
From 1993 to 2007, Mr. Peltz served as Chairman and CEO of Triarc Companies, Inc., now known as The Wendy’s Company. Between 1983 and 1988, he was Chairman and CEO and a Director of Triangle Industries, Inc. which was primarily a manufacturer of packaging products (through the formation American National Can Company).
Mr. Peltz attended The Wharton School of the University of Pennsylvania.
Mr. Peltz currently serves as non-executive Chairman of The Wendy’s Company, the second-largest quick service restaurant company in the United States. He is also a Director of Legg Mason, Inc., a global asset management firm, and Chair of its Nominating and Corporate Governance Committee. In addition, he currently serves on the board of Ingersoll-Rand plc, which has a portfolio of leading industrial brands with strong market positions, and previously served as a director of H. J. Heinz Company, a global packaged food manufacturer, from 2006 to 2013, when it was sold to Berkshire Hathaway and 3G Capital.
Director since January 2014.
Fredric G. Reynolds
Retired Executive Vice President and Chief Financial Officer
Mr. Fredric G. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation from January 2006 until his retirement in August 2009.
Prior to that, Mr. Reynolds was President and CEO of Viacom Television Stations group, where he oversaw the division's 39 local television stations.
He led Viacom’s financial functions as Executive Vice President and Chief Financial Officer. In 1994, Mr. Reynolds began serving as Executive Vice President and Chief Financial Officer at Westinghouse Electric Corporation, where he later assumed the additional role of Chief Financial Officer, CBS Inc., in 1996.
Adding to his depth of experience, Mr. Reynolds spent 13 years at PepsiCo Inc. in various financial roles, including Senior Vice President and Chief Financial Officer for PepsiCo Foods International, PepsiCo's Frito-Lay unit.
Mr. Reynolds is a certified public accountant and has a Bachelor of Business Administration in finance from the University of Miami.
Fredric Reynolds serves on the Board of Directors of AOL, Inc. and Hess Corporation.
Director since December 2007
Patrick T. Siewert
The Carlyle Group
Mr. Siewert has served as a managing director for The Carlyle Group, a global alternative investment firm, since April 2007. Prior to that, he was a senior advisor to The Coca-Cola Company, the world’s largest beverage company, from February 2006 to March 2007, and served as Group President and Chief Operating Officer, Asia, from August 2001 to February 2006. Mr. Siewert joined the Kodak Eastman Company, a photographic equipment and supplies company, in 1974, where he served in a variety of roles, including President, Kodak Professional, from 1997 to 2001.
Mr. Siewert received a Bachelor’s Degree from Elmhurst College and a Master’s of Service Management from Rochester Institute of Technology.
Mr. Siewert is on the Board of Avery Dennison Corporation.
Director since October 2012.
Dr. Ruth J. Simmons
Dr. Ruth J. Simmons is President Emerita of Brown University, having served as President from 2001 to 2012. She has been Professor of Comparative Literature and Africana Studies at Brown since 2001. Prior to that, Dr. Simmons served as President, Smith College from 1995 to 2001 and Vice Provost of Princeton University from 1991 to 1995. She served in various administrative positions at colleges and universities since 1977, including the University of Southern California from 1979 to 1983, Princeton University from 1983 to 1989 (and again from 1991 to 1995) and Spelman College from 1989 to 1991.
Dr. Simmons received a Bachelor’s Degree from Dillard University and a Masters and Doctor of Romance Languages and Literatures from Harvard University.
Dr. Simmons currently is a director of Texas Instruments Incorporated.
Director since October 2012
Jean-Francois M.L. van Boxmeer
Chairman of the Executive Board and Chief Executive Officer
Mr. Jean-Francois M.L. van Boxmeer has been Chairman of the Executive Board and Chief Executive Officer of Heineken N.V., a brewing company, since 2005 and a member of its Executive Board since 2001. He has been employed continuously by Heineken, in various capacities since 1984, including General Manager of Heineken Italia from 2000-2001.
Mr. van Boxmeer received his Master Degree in Economics at Facultè Universitaires Notre Dame de la Paix S.J.
Director since January 2010
Ratan N. Tata
Tata Sons Limited
Mr. Tata served as Chairman of Tata Sons Limited, the holding company of the Tata Group, one of India’s largest business conglomerates, from 1991 until December 28, 2012. Mr. Tata was also Chairman of the major Tata Group companies, including Tata Motors, Tata Steel, Tata Consultancy, Tata Global Beverages and several other Tata companies, until December 28, 2012.
Mr. Tata received a Bachelor of Science degree in Architecture with Structural Engineering from Cornell University in 1962 and completed the Advanced Management Program at Harvard Business School in 1975.
Mr. Tata is a director of Alcoa Inc.
Director since May 2013.
Interaction with Governments & Political Contributions
Mondelēz International has a proud history of involvement in the communities where our employees live and work. This includes educating policy-makers and participating in the public dialog on policy issues that affect our business, employees, and communities.
Like many companies, Mondelēz International regularly works with government officials regarding matters of concern to our business. It is both necessary and appropriate for us to do so. We do so in a responsible manner with a priority on compliance with local law and consistency with the cultural norm. For example, we may convey our opinions on possible changes to laws or regulations that affect our employees and operations, as well as on the implementation of those laws or regulations. Depending on the country, we may support candidates who understand and appreciate the public policies that affect our business, our brands and our employees. In accordance with applicable laws and regulations, our political contributions and expenditures may be made to political candidates and organizations whose views are consistent with the interests and values of our company and our business strategy.
Approval Procedures and Oversight
Our Code of Conduct requires our employees to deal honestly with governments. We have effective compliance procedures for, and oversight of, our advocacy and lobbying activities, including political contributions. Internal compliance policies require advance business and legal approval of all lobbying activities and political contributions.
In addition, our Board of Director’s Governance, Membership and Public Affairs Committee oversees our policies and programs related to corporate citizenship and public policy issues significant to our business. At least annually, we report to the Committee on our government relations strategies, lobbying activities, and political contributions.
The Company has an affiliated political action committee in the U.S., Mondelēz International Political Action Committee (PAC). Senior managers from various business units and functions comprise the PAC’s Board of Directors. The Company pays the PAC’s expenses, and voluntary contributions from eligible employees fund the PAC’s political contributions. The PAC may contribute to U.S. federal and state political parties, committees and candidates. The PAC’s Board considers these criteria (among others) in determining which candidates to support:
• Positions on public policy issues important to Mondelēz International.
• The presence of Mondelēz International employees or facilities in a candidate's district or state
• Key committee membership or leadership position
The PAC reports its contributions to the U.S. Federal Election Commission. Details about those contributions are publicly available on the FEC internet site: http://www.fec.gov/. Also, within six months after the end of the calendar year, we list all PAC contributions made in support of candidates. No PAC contributions were made in 2012.
In addition, where permitted by law in the U.S., we may contribute corporate funds to political committees, state candidates, and state political parties. However, as a practice, we do not fund “independent expenditures” (money spent to support a political candidate, but not in coordination with the candidate, the candidate’s authorized committee or a political party).
Where and when required by law, we report our political activities and disclose related expenditures. As such, we file all information required by U.S. federal, state, and municipal campaign finance and disclosure laws. We prepare and submit lobbying reports with the Secretary of the U.S. Senate and the Clerk of the U.S. House of Representatives detailing our U.S. federal lobbying activities and expenditures. These reports are available at: http://www.senate.gov/legislative/Public Disclosure/LDA_reports.htm. U.S. state and municipal government reports are generally available to the public through the internet sites of the jurisdictions where filed. Also, we list on this site all corporate political contributions that the Company made in support of candidates within six months after the end of the year. No corporate contributions were made to candidates or state political parties in 2012. The Company generally does not provide contributions from corporate funds to candidates outside the U.S. Any such contributions would require approval from the Company’s Government Affairs and Legal departments.
U. S. Trade Association Membership
The Company discloses dues paid of $50,000 or more to U.S. trade associations of which the Company is a member and which lobby in the U.S. Mondelēz International believes that trade association membership and participation can benefit our business (and thus, our shareholders) and employees in various ways, such as providing updates on issues relevant to the business and forums for sharing ideas and information. We instruct trade associations that they cannot use our dues to support or oppose candidates.
Dues of $50,000 or Above Were Paid to the following Trade Associations in 2012:
Grocery Manufacturers Association
National Association of Convenience Stores