Day 005 - 04 Jul 94 - Page 06


     
     1        non-residents out of the 12; seven were resident.
 
     2   Q.   So of the 12 directors, executive directors, eight were of
              US origin of which five were non-resident.  The five who
     3        were non-resident, are they officials of the US
              corporation?
     4        A.  Four of them are -- one of them is not.
 
     5   Q.   Which one is not?
              A.  Mr. Kepfa, R.A. Kepfa.
     6
         Q.   We are not going to go into minute detail, but the point
     7        I am making is that, would you say that although it is a
              subsidiary of the US corporation, there is a further
     8        control mechanism from, if you like, Chicago?
              A.  From a day-to-day management point absolutely not; the
     9        company is run and managed locally.
 
    10   Q.   But in terms of collective control over the McDonald's
              Restaurants Limited?
    11        A.  Ultimate control is the shareholders, of course, who
              sit all around the world, but the running of the company
    12        day-to-day occurs here in the UK, just as it will occur in
              a German organisation in Germany or a Hong Kong
    13        organisation in Hong Kong or an Australian organisation in
              Australia.  The fact there are board members or people of
    14        US citizenship on the various boards is not relevant to
              the day-to-day running of the company at all.
    15
         Q.   Do any the UK directors or have any of the UK directors
    16        since 1989, which this document is, received additional
              payments from the corporation on top of their UK salary?
    17        A.  What sort of payments?
 
    18   Q.   I do not know, productive payments or bonuses or?
              A.  Any bonuses they receive are paid through here.
    19
         Q.   Yes, but do they receive additional payments from the
    20        corporation itself?
              A.  No, not the British members of our board at all.
    21
         Q.   No, but the US members of the board?
    22
         MR. JUSTICE BELL:  Do they have positions with the United
    23        States corporation as well as being directors of the UK
              company?
    24        A.  The gentleman in question would be myself, Kevin Hague
              or Rick Ritchie; the only the position they held in the
    25        McDonald's worldwide organisation would have been here and
              here alone.  Hague, Ritchie and myself would have been 
    26        elligible for bonus payments through the United States, 
              subsequently recharged as a cost of doing business of the 
    27        British company.
 
    28        So the expenses per se are British company expenses, as
              they are for all the British officers, whether it be
    29        Copden or Richards or whomever, the costs of their
              salaries, the costs of any bonuses paid them, are levied
    30        on the UK organisation.
 

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