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DRAFT April 22, 1981 INFOTAB MEETING OF THE BOARD OF DIRECTORS LONDON March 30, 1981 MINUTES CHAIRMAN'S OPENING REMARKS l. The Chairman, Hugh Cullman, opened the meeting at 10:00 a.m. and expressed the Board's thanks to Pat Sheehy and to B.A.T. for making the arrangements for this important meeting. The Chairman inquirec? about Kit Stewart-Lockhart's recent surgery and, on behalf of the Board, expressed best wishes for a speedy recovery. The Chairman announced his intention to cover the agenda items as quickly as possible while allowing for appropriate discussion, in order to give the Board more time to discuss issues of special concern. 2. The Chairman recommended that Don Hoel act as Secretary to the meeting and that the circulated agenda be adopted. These recommendations were accepted by all members.

AGENDA ITEM 1--MINUTES OF BERMUDA MEETING, OCTOBER 6-7,_1980 3. Page 10, paragraph 41, first sentence, amended to read: "After discussion it was determined that further consideration of this item should be deferred until ICOSI becomes fully operational." 4. Page 13, paragraph 54, delete second and third sentences and replace with the following: "Strong emphasis was given by members of the Board to any effort to prevent adoption of the British 'health tax scheme' by other European governments, and the EEC Task Force was asked to submit an analysis of government attitudes and ICOSI action, if any, in this field. With regard to a response by the industry to the commission's inquiry to look into tar levels of cigarettes in Third World countries, advice was given not to respond to any such queries as they were beyond the authority o[ the Commission." 5. Page 17, paragraph 70, entire paragraph, amended to read:

"Mr. Bill Hobbs announced that in light of his retirement from RJR at the end of the year, he would no longer be representing RJR in ICOSI and that he will be replaced on the Board of Directors by Mr. E. G. Vimond, Jr. The Chair- man expressed the thanks of the Board of Directors to Bill Hobbs for his dedication and significant contributions in the formation and development of ICOSI." 6. Page 18, paragraph 73, second sentence, amended to read: "New chairmen of ICOSI working parties were discussed. It was agreed that the chairing company together with the Secretary General would, havina consulted with outgoing chairmen of working parties, put forward a recommenda- tion to the Board of Directors for endorsement." 7. With the above amendments, the Minutes were approved. N AGENDA ITEM 2--RECONFIRMATION OF DECISIONS REGARDING SECRETARY -~ GENERAL'S POSITION _f,~jM -- ~~ 8. The Secretary General explained the subject materials as '~ = -~.I wG contained in the meeting binder. On motion duly made and ~ seconded, the following resolutions were unanimously adopted:

RESOLVED, the Board confirms the resigna- tion of Mr. J. Doyle from his duties as Secre- tary General as of 15th March, 1980, and the cancellation of the powers which were given to him at the Board meeting of 25th April, 1979, published in the appendices to the Moniteur Beige of 27th September, 1979, under No. 10406. RESOLVED, the Board confirms the nomina- tion of Ms. Mary Covington to the position of Secretary General, as decided at the Board meeting of 7th October, 1980, with effect from lst December, 1980. within the framework of her mandate, Ms. M. Covington will be in charge of day to day administration, with the power of sub- delegation of all or part of her powers. She will particularly, and without the following being restrictive: -be responsible for the association as regards the Swiss and Belgian authorities; -sign receipts for sums received and for registered letters and packages addressed to the association by the post office, customs, railways, air transport companies and other trans- port companies; -open, close, carry out and sign all operations of the association's bank and post office checking accounts; -hire and dismiss staff. (Appendix I, attached, is the approved announcement submitted to "Moniteur Belge" on January 23, 1981.) N L!'I Q AGENDA ITEM 3--LONG-TERM COMMITMENT OF ALL MEMBER COMPANIES TO '~ - ~ INFOTAB Cr~ ' I CG 9. The Chairman opened discussion of this item by outlining some of the problems which had been recently encountered in the -4-

Middle East and West Africa. It was the Chairman's assess- ment that, in addition to a strengthened Secretariat, the member companies of INFOTAB must encourage, if not require, involvement and support of line managers in smoking-related matters. It was observed that, for the most part, staff rather than line personnel have been involved. Andrew Reid remarked that this matter seemed to be related more to the mechanics of INFOTAB activities than to the member companies' commitment. 10. Mr. Orlow outlined his company's reasons for suggesting this agenda item and asked for a three-year commitment to INFOTAB from the other founding members. Such commitment would include membership in Ir1FOTAF3 and financial support for its operation and activities. 11. Following discussion, all members of INFOTAB agreed to such a commitment. Further, it was moved and agreed by all members that the three-year commitment mentioned above would be reviewed and voted upon annually. 12. Mr. Wieth~~chter observed that his company strongly encouraged the proper development of the Secretary General's office and authority. With such development, his company will renew its commitment each year.

13. It was agreed that, for the present, the Board would postpone further discussion of the mechanics of dealing with smoking- related issues. AGENDA ITEM 4--REPORT FROM THE SECRETARY GENERAL 14. The Secretary General, in her verbal report to the Board, highlighted certain matters from her written meeting binder. report in the 15. The Secretary General asked for names of candidates for the position of Regional Coordinator from the member companies. She emphasized that experience within the selected region would he an asset for the person filling this position. If such individuals are not available, the search may have to be extended outside the member companies. 16. The Chairman suggested that names of candidates for Regional Coordinator be submitted by member companies to the Secre- tariat by mid-April, 1981. All members approved the pre- vi.ously distributed job description and compensation package for the position of Regional Coordinator. 17. With regard to the Deputy Secretary General, the Secretary General referred to the memo she had sent Board Members and

proposed that a short list of candidates be assembled by the I Secretary General and that she, with the advice and assist- ance of a-Screening Committee, would select a candidate. The Screening Committee would comprise a representative from past, present and future chairing companies. Thereafter, the selected candidate would visit each member company for appro- priate interview. 18. Mary Covington amended Appendix I of the Secretary General's report to reflect three clerk typists rather than the two clerk typists as shown in the organizational and staffing chart. All members agreed. 19. It was questioned whether or not the Secretary General should serve as a member of a steering group of the Tobacco Com- mittee of the European Association of Advertising Agencies. Following discussion, it was agreed that the Secretary Gen- eral should serve as a member of this group. 20. In regard to Section 4.5, Financial Statements and Audit 1980 .. and Auditors' Memorandum, it was moved and agreed by all INJ NJ members that this be approved. LM ~ ~ 21. Substitute pages for Item 4.6, Financial Budgets and Contri- 'J butions--1981 were distributed by the Secretariat to replace those pages previously contained in the meeting binder. -7-

22. It was agreed that, tariat Reserves be budgets and not be in the future, separated from included in the both the Board and Secre- Secretariat and Program calculations of members' 23. contributions. Following additional discussion, it was moved and agreed to accept the revised 1981 budget as contain ed in Item 4.6. 24. The Secretariat's recommendations for Item 4. 7, Expanding the Membership of INFOTAB, were reviewed. The Secretariat planned to obtain a decision concerning the subject at this meeting and then to work with member companies to draw up lists of potential candidates for membership in various categories. This compilation would be submitted to the Board of Directors for their consideration at the October, 1981 BOD meeting. 25. There followed discussion concerning potential candidates, participating contributions or fees and other possible cate- gories of membership. 26. The Chairman requested the Secretary General to consult with appropriate legal counsel and others to determine appropriate methods to include and involve NMA's. Ms. Covington agreed to amend the paper on this subject and distribute it to the Board of Directors for approval. -8-

27. It was agreed to delay consideration of membership in INFOTAB by monopolies until a later date. 28. The Secretary General was asked to redraft the INFOTAB char- ter to allow for NMIA and monopoly membership, as "allied" members. It was suggested that the three proposed categories of membership (founder, associate, allied) were appropriate and should be retained. 29. The Secretary General led discussion of Item 4.8, Charter Revisions, Including Disclaimer Amendment. Mr. Ely, on behalf of B.A.T., submitted to the Secretary General sug- gested modifications in the proposed revisions. 30. Ms. Covington reported that Swiss legal counsel had suggested the charter be kept as concise and simple as reasonably possible. For example, rather than defining the rights and obligations of associate and allied membership, Swiss legal counsel suggested that such detail be contained in the letter of invitation for membership in INFOTAB. It was agreed that, in view of the B.A.T. suggestions and others received during the meeting, the Secretary General would further amend the proposed INFOTAB charter for distribution to and final appro- val by the Board of Directors. There followed a page by page review and approval of amendments to the charter set forth in

Column B, which reflects the current funtioning and member- ship structure of INFOTAB. AGENDA ITEM 5--INFORMATION SYSTEM 31. Trevor King, who has directed this project from its incep- tion, gave a brief non-technical review of the development and present status of the Information System. 32. Following discussion, it was agreed by all members to proceed with the development of the manual system (Phase I). Fur- ther, all members agreed that the Secretariat should move to the semi-automated system (Phase II) at an agreed appropriate time. 33. It was agreed that the Secretariat should pay one-half of the CMP cost overrun on the information system project ($31,912). 34. The Secretary General reported that NMA's had expressed the desire that INFOTAB provide them with (1) summarized or E analyzed information, (2) timely reports and (3) early warn- ~ f'1i ing of events or occurrences of special interest. ~1 ~ -~ °y.l C 35. The Secretary General advised the Board that she believes ~ . ~ many NMA requests to the Secretariat for information and