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ITEM I I C O S I SPECIAL MEETING OF THE BOARD OF DIRECTORS LONDON - 29TH MAY, 1980 Minutes The Chairman, Mr. Cullman, opened the meeting by welcoming those attending and gave special thanks to the host company, British- American Tobacco Company. The meeting Agenda was agreed and the Chairman noted that all members were represented. I. Report on the Secretariat Mr. Gwynn Hargrove reported on the affairs of the Secretariat during the last two months' period. He referred to diffi- culties in recruiting and retaining staff at ICOSI. He suggested that Brussels may no longer be the most appropriate location for the Secretariat, because: r 1. the primary anti-smoking thrust is being generated by organisations which are located in Geneva; r 2. Brussels has poor air connections from Germany and the U.S.; 3. a recent study reported that the ICOSI office in Brussels is unsuitable from a security view point.

Mr. Hargrove also reported that, at the suggestion of Mr. Cullman, he had met with a former representative of IBM to discuss means for developing approaches to international organisations. II. Perspective for 1980s Mr. Jules Hartogh reviewed the anti-smoking activities of the international health organisations since the 4th World Con- ference in Stockholm. He noted the improved quality, fre- quency and global nature of these activities. Mr. Hartogh discussed the determinations reached by the recently concluded World Health Assembly. He stated that the EIU Study on the socio-economic contribution by tobacco is available for use by ICOSI. The ICOSI social costs study now in process will be helpful in countering the WHO study on this subject. Mr. Hartogh concluded by recommending that the industry develop a world-wide strategy of related action and called upon the support of ICOSI member companies, the National Manu- facturers' Associations (NMAs) and all others in the tobacco family to meet the challenge. III. Future Ro1e and Priorities of ICOSI The Chairman emphasised the importance of establishing the

future-role and priorities of ICOSI. He then called for the meeting to address the proposal on this subject, submitted as Item 2 of the Agenda. After thorough discussion it was agreed that the future role and priorities of ICOSI should be: 1. Set-up and manage the clearing house function, including collection, processing, analysis an istribution of information for use by: NMAs, member companies and via NMAs for use by ,_ national organisations of retailers, wholesalers, leaf growers, etc. (Proposal 5(b).) 2. Design and rovide resources for us ember , 1As and others. Initiate, in consultation with working parties, special international studies needed to provide data for action plans. (Proposal 5(c), as amended.) 3. Advise, support and serve as a coordinating link between working parties. Based upon its global overview, the Secretariat should be free to contribute creative input for working parties. (Proposal 5(d), as amended.) 4. Promote and coordinate support of NMAs, member companies and others* for ICOSI strategies and recommended action plans. (Proposal 5(e).) 5. Upon request, provide necessary expertise and support services by retained consultants, as appropriate for actions initiated by member companies, working parties, NMAs and other "family" members. (Proposal 5(f).) 6. Help establish and maintain relations with international organisations designated by the Board of Directors and maintain cognizance of new ideas emanating from these organisations. (Proposal 5(g), as amended.) 7. Undertake efforts to increase membership of ICOSI. (Added at the meeting.) ~ .~ ~ *It was noted that clarification is necessary regarding U'1 ~ activities of ICOSI in conjunction with third parties. This ~

matter will be placed on the Agenda of the October 1980 Board of Directors Meeting. Employment of a Deputy Secretary General will be deferred until a new Secretary General has been agreed upon. (Proposal 5(a).) IV. Allocation of Members' Contribution In advance of the Board Meeting in October, Philip Morris will submit a proposal for allocation of the membership contribu- tion among member companies. The allocation formula will be 11 studied and developed by Arthur Anderson & Co. V. Selection of Secretary General The Chairman excused the non-Director attendees from the meeting. Mr. Stanford was asked' to remain for the purpose of recording the Minutes. Nominations for the position of Secretary General were re- ceived and discussed, but no decision was reached. It was - determined that nominees from member companies could be candi- dates for the position only if both the nominee and the employer-member are agreeable. Additional nominations will -4-

not be restricted to company personnel, but can include other persons employed within the tobacco "family". It was also suggested that many of the reasons for locating the_Secre- tariat in Brussels were no longer relevant. The office could be relocated if such were an important consideration in selecting a new Secretary General. The following procedure for submitting additional nominees was agreed upon: Each member will provide names of nominees to Mr. Murray on or before June 9, 1980. Within two days of receipt of all nominations, Mr. Murray will submit the names of the nominees to the members. Each member will immediately list the nominees in order of its preference and advise Mr. Murray thereof. Based upon the preferences, Mr. Murray will prepare and send to members a list of the principal candidates. A Director from each member will be given an opportunity to meet the final candidates before employment is agreed upon. VI. Former Secretary General The Directors discussed proposed options regarding Mr. Doyle's termination. After thorough discussion, it was agreed that settlement of this matter will be made in accordance with the provisions of Mr. Doyle's employment contract. -5-

VII. Procedure for Selection of Advisory Group to Secretary General and of Working Party Chairmen The non-Director attendees were invited to return to the meeting for discussion of this matter and the remaining Agenda items. The Chairman stated that the new Secretary General would need an advisory group with whom to consult on special problems which may arise. After discussion, it was agreed as follows: A public affairs representative from the imme- diately prior, current and next chairing companies = shall constitute an advisory group to provide guidance and direction to the Secretary General in the performance of his duties. It was further agreed that working party Chairmen would be selected annually from companies not then serving as Chair Company by the Advisory Group to the Secretary General and the Secretary General. The persons selected will be made avail- able by member companies for whom they are employed. VIII. Other Matters Concern was expressed that the ICOSI Charter provides that all -- decisions of the Board of Directors require unanimous vote. -6-

The Chair company will submit a proposal in advance of the October Board of Directors Meeting setting forth those items which it believes can be decided by a majority and those for which unanimous vote should be required. The proposal will be discussed at the October meeting. The Directors approved a request by the Chairman of SAWP to make funds available from the ICOSI budget for retention of a consultant to design and initiate an information system for the Secretariat,, as well as assist in preparation of a long- term comm unication plan for SAWP. The meeting was advised that Mrs. Josephine Shakespeare would be leaving the Secretariat on August 31st due to her husband's employment transfer. The Chair company was authorised to provide appropriate recognition to Mrs. Shakespeare for her valuable services. There being no further business, the Meeting was adjourned.