Kraft Canada Inc. - Richard A. Bailey

Law is Cooking at Kraft

With over 30 leading food brands available in grocery stores today, Kraft Canada aims to bring good food and good food ideas to every family table at every meal. Kraft Dinner macaroni and cheese, Maxwell House coffee, Post cereals, Miracle Whip salad dressing, Kraft Lunchables lunch combinations, Shake'n Bake coating mix, Jell-O desserts, Baker's chocolate and Toblerone chocolate are just a few examples of Kraft's impressive lineup of taste sensations.

Consumer satisfaction through innovation is a key component of Kraft strategy. The company invests significant resources in research aimed at gaining a better understanding of consumer attitudes toward food and eating. The results are used to develop value-added and creative meal and snack solutions targeted notably at time-starved consumers.

Kraft also gives back to the community. The company's corporate giving strategy is appropriately focused on the fight against hunger by supporting food banks - reflecting Kraft's belief that no Canadian should go hungry. "It is important for a food company to show that it is an ethical member of the community and worthy of consumer trust," remarks Dick Bailey.

Internally, staff nutritionists in five different Kraft Kitchens field test food products and work to adapt Kraft foods for use with new kitchen technologies. Over the years, they have developed hundreds of recipe and serving ideas to help Canadians serve wholesome and fun food ideas to their families. Food ideas are also available to the public via the Kraft 1-800 line featured on every Kraft package, Kraft's Consumer Response Centre and website (www.kraftcanada.com).

The Company: Kraft Canada Inc. is part of the North American food business of Northfield, Illinois-based Kraft Foods, Inc. The Canadian company results from the 1989 merger of the Canadian General Foods and Kraft companies, both with roots in Canada going back over 80 years. Kraft Canada is among the leaders in packaged foods with annual sales of approximately CDN $ 2.2 billion.

Kraft employs roughly 4,000 people in Canada. The Canadian Head Office is located in Don Mills, Ontario with several sales and administration locations across the country.

Kraft Foods, Inc. agreed in June 2000 to acquire Nabisco. When the transaction is completed the two companies will merge to form the world's most profitable food company with over 70 food brands worldwide.

Kraft Canada is comprised of nine divisions: Coffee; Cereals; Cheese brands; Enhancers; Meals; Oscar Mayer and Pizza; Desserts, Beverages and Snacks; and Food Services. Eight departments provide support to each of these divisions: Legal and Corporate Affairs; Strategy; Human Resources; Sales & Customer Service; Operations; Consumer Insight, Communications & Services, Finance & Information Systems; and Technology (an R&D function).

Title: Vice President, Legal And Corporate Affairs, General Counsel and Secretary.

Age: 51

Principal Outside Counsel: Most legal work is performed internally. Major transactions and select matter support is sourced from several firms including McCarthy Tétrault, Blake, Cassels & Graydon LLP, Ogilvy Renault and Borden Ladner Gervais LLP.

Improving In-House And Outside Counsel: Dick looks for lawyers who are self-starters and, most importantly, enablers. He prides himself on having a team (both internally and in law firms) who know and understand the business. He likes to hear lawyers ask the business units, "How can we make this happen?" He adds that there are two essential conditions to be a good lawyer at Kraft - to be accessible to the business units, and to take your vacation.

The Law Department: Dick characterizes the legal team, which is partnered under his leadership with the Corporate Affairs group, as Kraft Canada's "solutions team," reinforcing the idea of lawyers as enablers. Trading off some accessibility for efficiency, the legal team consisting of Dick, three other lawyers, 3 law clerks, and two administrative assistants - is based in Toronto's Don Mills district. In recent years Dick has focused on hiring law clerks to handle the bulk of the routine work (reviewing media copy, standard form contracts etc.) so that lawyers can remain available to assist the business teams with tasks and projects essential to achieving success in the company's strategic initiatives.

Commercial and Advertising: The food business is highly regulated, and so 40-50 per cent of legal work is enabling advertising and solving regulatory challenges. The company is currently heavily engaged in pursuing completion of the Nabisco acquisition. This deal will be financed initially through a combination of short-term debt and bank borrowings. This debt will be reduced through a Kraft Foods, Inc. Initial Public Offering (IPO) in early 2001.

Litigation: Dick's legal team has delivered extensive training to Kraft Canada's Consumer Response Centre team. Most product packaging displays a 1-800 number through which consumers are invited to dialogue with the company about Kraft products. The result is a consumer call centre well-equipped to resolve customer concerns satisfactorily before claims or litigation can result. Litigation volume has been negligible in the last seven to eight years.

Management Challenge: Lawyers at Kraft can only add value by working closely with business teams to achieve the latter's goals, projects and objectives. They need to be creative, and, above all, adaptable. Each lawyer has responsibility for assigned clients within Kraft Canada and specific practice areas. These assignments change every three years allowing the lawyers to add substantively to their range of experience and skill sets on a regular basis.

Kraft currently intends to complete an Initial Public Offering (IPO) in February for a portion of the shares of the newly-combined Kraft and Nabisco operations. One of Kraft Canada's lawyers is collaborating with Kraft's US-based lawyers and has significant involvement in this undertaking, which presents a new and exciting challenge for the Canadian legal services team.

Style: Dick is very much an enabler vis-à-vis his team. He leads by example, encourages his people to work independently and to embrace new challenges. His focus has always been, and remains, to develop and promote talent, to build a strong culture, to define his team's focus and to provide the best possible resources. He has the confidence in his staff to let them "do their stuff" and keep clients happy.

Dick often shares advertisements for positions with other companies with members of his team, and will actively support applications for other positions. Says Dick, "I want folks to know their potential but to stay with us because they prefer to."

Calling himself a sometimes absentee landlord (he does maintain a home office on Marco Island in Florida) he asks his corporate services team to "get it done" and to bring in outside counsel only when necessary.

Career: Born and raised in Espanola, Ontario, he completed his law degree at the University of Western Ontario (1974). After his call to the bar in 1976, he began his law career in private practice in the area of insolvency and lien issues. He then worked as corporate counsel with American Motors and then General Motors before joining Kraft Canada in 1988.

Dick is incoming Co-Chair of the Corporate Counsel Committee of the International Bar Association. He was a director of the Canadian Corporate Counsel Association, and remains a strong supporter of the organization. He is also a director of Corporations Supporting Recycling and The National Club. His memberships include the American Corporate Counsel Association, the Funding and Regulatory Committee of the Ontario Waste Diversion Organization, The Boulevard Club and The York Street Club.

Family: Married to Anne, with two adult children, Robin and Christian.

Relaxing: Dick has owned Harley's since he was 16. He has recently moved on to customize (read supercharge) a silver 1996 Ford pick-up, nicknamed Ernie. He also enjoys fitness training and skeet shooting.