DSM NUTRITIONAL PRODUCTS EMPLOYEE PROSPECTUS

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					      DSM NUTRITIONAL PRODUCTS EMPLOYEE PROSPECTUS




THE
  [we] FEELING
      @ DSM Nutritional Products
     Contents
                                               YOUR ENTRY TO THE WORLD OF DSM
1    Foreword                              1
                                               The information in this prospectus is complemented by
2    DSM at a Glance                       2   material on DSM Compass and the DNP Intranet as well as
                                               the worldwide web.
3    DSM Nutritional Products             6
                                               Links to selected websites and Intranet sites are contained
4    Our New Brand                        10   in the CD-ROM card below.

5    Culture                              12

6    People Management                    14

7    Management Development               16

8    Training                             20

9    Compensation and Benefits            22

10   International Assignments            24
     Employee Representation
11
     and Social Partnership               26
12   Compliance                           28

13   Safety, Health & Environment (SHE)   30

14   People Matter(s)                     31
                                                                                “It’s the [we] feeling that makes
15   Credits                              32
                                                                                       us proud to work for DSM
16   Contacts                             33                                        Nutritional Products. We’re a
                                                                                     global company with a clear
                                                                                              sense of direction.”
                                                                                                                                1

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FOREWORD                                                                                                                        4

                                                                                                                                5

                                         WHAT WE STAND FOR                          and end-consumers. We shall achieve         6
                                         For many of us, the past two years         this through sustaining our existing
                                         have meant enormous changes and            successful business and growing our         7
                                         challenges. Some have been less            activities with new products – by
                                         directly affected. But as we look to the   implementing our Dual Track Strategy,       8
                                         future together, it is important to know   in other words.
                                         what we expect of each other and                                                       9
Feike Sijbesma,                          what we expect of ourselves. We need       STRONGER TOGETHER
DSM Managing Board of Directors          to know where we stand and what we         DNP aims to provide a stimulating
                                                                                                                                10
                                         stand for – both as individuals and as     working environment in which your
A NEW HOME                               a company.                                 personal development objectives are
                                                                                                                                11
On October 1, 2003, DSM Nutritional                                                 aligned with our business objectives –
Products (DNP) joined the DSM            This Employee Prospectus offers            a win-win situation. Team orientation,
family. Our employees found a new        answers to these questions. It explains    cross-functional co-operation and           12
home within DSM – new expec-             our context within the wider world of      creative thinking form the basis of our
tations, challenges, ways of working,    DSM, our aspirations, strategy, values     leadership position; we are infinitely      13
and opportunities. The histories of      and key policies. It articulates what      stronger together than apart.
two great companies combined and         you as an employee can expect of the                                                   14
a new future opened for the world’s      company and what the company               I hope that this Employee Prospectus
leading nutritional products company.    expects of you.                            will bring us yet closer, giving a shared   15
                                                                                    sense of direction and strengthening
Since that day, many things have         OUR MISSION AND VISION                     the [we] feeling among us. For [we] all     16
changed at DNP. Our company has          DNP is the world’s leading nutritional     carry DNP’s future in our hands.
been transformed and integrated into     products supplier. Our mission is to
DSM. We have a new strategy, a new       provide nutritional products that offer    Sincerely,
organization, and many new initiatives   our customers competitive advantage
to sustain and enhance our leadership    and the end-consumer improved well-        Feike Sijbesma
position. We have also worked hard       being. We have been doing this for
to maintain our running business,        decades. Our vision as we go forward       Kaiseraugst,
strengthen our customer relation-        is to create ever more innovative nutri-   Switzerland,
ships, and capitalize on our existing    tional solutions to meet the demands       January 2006
knowledge and skills base.               of increasingly sophisticated markets




“These brackets represent the brackets of
 a camera viewfinder. They symbolize our
 shared sense of direction and strengthen
 the [we] feeling among us.”
2




    DSM AT A GLANCE
    IMPROVING THE QUALITY OF                 DSM is a valued supplier to virtually         DSM TODAY (AS AT YEAR-END 2004)
    PEOPLE’S LIVES                           every global producer in the pharma-
                                                                                           Globally active ‘multi-specialty’
    DSM creates innovative products and      ceutical, food and beverage, perform-         chemical company
    services that improve the quality of     ance materials, industrial chemicals          ■ Sales EUR 7.752 billion

    people’s lives. Our products are         and agrochemicals industries. In 75%          ■ Leadership positions in ~75% of

    everywhere: food, feed, personal care,   of our businesses, we are among the             product portfolio
                                                                                           ■ Innovation driven, R&D spend EUR 286 million
    pharmaceuticals, automotive, packag-     world leaders. We are the world’s
                                                                                           ■ Financially sound, solid balance sheet
    ing, telecommunications, computers,      leading supplier to the pharmaceutical
                                                                                           ■ Net debt ~EUR 0.5 billion
    leisure equipment, transportation –      industry: seven of the world’s top-sell-
    the list is virtually endless.           ing drugs contain DSM products. We
                                             are also one of the world’s largest                                       DSM Clusters

    DSM started life in 1902 as a state-     suppliers of food ingredients. DSM                                        Nutrition
    owned coal-mining company in the         ranks among the global top five with                                      Industrial Chemicals
    Netherlands. Over a century later, we    many of its performance materials,                                        Performance Materials
    are listed as an advanced biotechnol-    and is also the global market leader in
                                                                                                                       Pharma
    ogy and chemicals company with           a number of industrial chemicals.
                                                                                                                       Other
    manufacturing sites and sales offices
    worldwide.                               A strong company in terms of finance,
                                             organization and technology, and with
                                             a clear vision for the future, we contin-
                                             uously strive to apply our know-how
                                             and technology to improve the quality
                                             of life.

    OVER A CENTURY OF SUCCESSFUL TRANSFORMATIONS
                        BUSINESS EVOLUTION
                                                                  Bioterials / Biologics

                                                                  Life Science Products

                                                                  Performance Materials

                                                                  Petrochemicals

                                                                  Fertilizers

                                                                  Coal

        1902     1930      1950     1970     1990      2000

                                                                  Mechanical engineering

                                                                  Chemical engineering

                                                                  Polymer technology

                                                                  Materials science

                                                                  Fine chemicals

                                                                  Biotechnology

           EVOLUTION OF TECHNOLOGICAL COMPETENCES
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DSM ORGANIZATIONAL MODEL                                                                                                                 6

                                                                                                                                         7
                          DSM Innovation Center            Managing Board

                                                                                                                                         8
                                                                            Corporate Staff

                                                                                                                                         9
                                                                       Shared Competence
                                                                           & Services
                                                                                                                                         10

                                                                                                                                         11
              Nutrition                           Pharma                Performance Materials              Industrial Chemicals
                                                                                                                                         12

                                                                                                                                         13

                                                                                                                                         14

                                            DSM’S VALUES                                                                                 15
                                            DSM’s values determine how we do business. They apply to every DSM employee
                                            and form the basis upon which the company is governed and decisions are made.                16
                                            They are:


                                            VALUABLE PARTNERSHIPS
                                            The success of clients, employees,                  nerstone of our policy. Employability,
                                            business partners and shareholders                  commitment to employees, analysis
                                            has a huge influence on DSM’s suc-                  of working environments, competitive
                                            cess. We therefore continually work                 salaries, a refusal to tolerate child
                                            on maintaining mutually beneficial                  labor, forced labor or discrimination
                                            relationships that operate within legal             are values that are set in stone.
                                            requirements and keep up a continu-
                                            ous dialogue with local communities                 GOOD CORPORATE CITIZENSHIP
                                            together with other interest groups.                Sustained social acceptance requires
                                                                                                an organization to be responsible,
                                            RESPECT FOR PEOPLE                                  approachable and verifiable. We con-
                                            A company is only as strong as its                  tinue to improve our technology, use
                                            employees. Within a company that                    of raw materials and energy, product
                                            focuses on high technology, success                 stewardship, safe and healthy work-
                                            is a question of human endeavor.                    ing practices and respect for local
                                            Respect for people is therefore a cor-              traditions.




                                        “[we] create innovative
                                         products and services
                                         that improve the quality
                                         of people’s lives.”
4




    DSM AT A GLANCE
    DSM BUSINESS GROUPS
     Nutrition                                     Pharma                                      Performance Materials
     Sales                   ~ EUR 2.5 billion     Sales                 ~ EUR 0.8 billion     Sales                 ~ EUR 2.4 billion

     Animal Nutrition & Health                     DSM Pharmaceutical Products                 DSM Resins
                                                                                                   DSM Composite Resins
     Human Nutrition & Health                      DSM Anti-Infectives                             DSM Coating Resins
                                                                                                   DSM Desotech
                                                                                                   DSM NeoResins
     New Business Development

                                                                                               DSM Engineering Plastics/Dyneema/Sarlink
     DSM Food Specialties

                                                                                               DSM EPDM




    Unlimited.DSM                                 DSM defined its belief in the need for      In the 2004 Triple P Report, Chairman
    DSM creates innovative products and           sustainable development in ‘Our             of the Managing Board of Directors
    services that promote healthier, more         Common Future’ (1987): “Meeting the         Peter Elverding points out that
    sustainable, more enjoyable and effi-         needs of the present without compro-        “Sustainability is a process of continu-
    cient ways of working and living. Our         mising the ability of the future genera-    ous adjustment to the needs and
    strapline Unlimited.DSM reflects our          tions to meet their needs. In our view,     expectations of our stakeholders.”
    continuous drive to improve and               it is entirely consistent with the objec-   One of the tools that DSM employs to
    means that DSM is constantly pushing          tives of business.”                         embed sustainability in the organiza-
    back frontiers.                                                                           tion is the Sustainability Issue Tracker,
                                                  The 2003 edition of the DSM Triple P        which is used by DSM’s Business
    DSM’S SUSTAINABILITY POLICY                   Report defined sustainability as fol-       Groups in their strategy development
    Across the world, hundreds of our             lows: “On company level, sustainability     process.
    offices and sites are involved in the         implies the simultaneous pursuit of
    production of (fine) chemicals, biotech-      profitable economic growth, further
    nology and performance materials.             development of our people and society
    DSM is deeply rooted in the many              and sustainable use of natural re-
    communities surrounding these offices         sources. By doing so, we aim to create
    and sites because of its policy of            value for our customers, employees
    responsible entrepreneurship. We aim          and other stakeholders that have a
    for valuable growth for all the compa-        legitimate interest in DSM.”
    ny’s stakeholders, and report annually
    on the balance between People,
    Planet and Profit in our ‘Triple P’ Report.
                                                                                                                           5

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                                                                                          DSM IS ASSOCIATED WITH THE       6
  Industrial Chemicals                        Other                                       FOLLOWING ORGANIZATIONS,
                                                                                          AMONGST OTHERS                   7
  Sales                 ~ EUR 1.7 billion     Sales                ~ EUR 0.5 billion
                                                                                          Dow Jones Sustainability Index   8
  DSM Agro


  DSM Melamine                                                                                                             9

  DSM Fibre Intermediates                                                                                                  10
                                                                                          Nutrition Improvement Program

                                                                                                                           11

                                                                                                                           12

                                                                                                                           13
 DOW JONES SUSTAINABILITY                    DSM was included for the first time in       The Responsible Care Program
 WORLD INDEX                                 2003 in the Dow Jones STOXX                                                   14
 In 2005, DSM topped the Dow Jones           Sustainability Index for Europe. In
 Sustainability World Index’s list for the   2004, DSM achieved a leadership                                               15
 Chemical Industry sector for the sec-       position in both the European and
 ond year running. The Dow Jones             the global index, and it retained this                                        16
 Sustainability World Index includes         position in both indexes in 2005.            SIGHT AND LIFE
 over 300 companies from 34 countries
 that rank among the top 10% in their        The company was able to retain its
 industries in terms of corporate sus-       no. 1 position because it has integrated
 tainability. It tracks the performance of   sustainability into its decision-making
 the leading sustainability-driven com-      and management processes to a very
 panies worldwide through a thorough         high level. This integration of sustain-
 assessment of companies’ economic,          ability into the company’s core activities
 environmental and social perform-           resulted in stable high scores for all
 ance, and accounts for more than 50         criteria.
 general as well as industry-specific
 criteria in each sector.




“Unlimited.DSM reflects our
 continuous drive to improve:
 DSM is constantly pushing
 back the frontiers of science.”
6




    DSM NUTRITIONAL PRODU
    A MISSION TO INNOVATE                                               In the 21st century, our commitment to    PRODUCT GROUPS
    DSM Nutritional Products is an inno-                                innovation is greater than ever.
    vation leader. We provide the Human                                 Overseen by the DNP Innovation            Carotenoids
    Nutrition & Health (including Supple-                               Board, the DNP Innovation Engine has      Enzymes
    ments and Personal Care) and                                        been established to maintain our          Fine Chemicals
    Animal Nutrition & Health markets                                   leadership position through the devel-    Intermediates
    with innovative solutions – natural or                              opment of innovative new products,        Nutraceuticals
    nature-identical ingredients that im-                               formulations and processes.               Vitamins
    prove the quality of life.
                                                                        The efforts of our scientists are com-
    We have pioneered the research,                                     plemented by those of our production      END MARKETS (END 2004)
    development and production of nutri-                                engineers and Sales & Marketing pro-
    tional products, from vitamins through                              fessionals. Working in cross-functional
    fine chemicals and carotenoids to                                   teams, these ensure that our cus-                                Human
                                                                                                                                         Nutrition & Health 44%
    nutraceuticals and eubiotics. Our                                   tomers’ current needs are met and
    breakthrough discoveries are visible in                             that our new product pipeline is filled                          Animal
                                                                                                                                         Nutrition & Health 45%
    every corner of today’s world.                                      with innovative new formulations and
                                                                                                                                         Personal Care 5%
                                                                        applications.
                                                                                                                                         Other 6%


     THE DNP INNOVATION ENGINE
     Process                                                                           Organization               GEOGRAPHICAL MIX (END 2004)


     Rigorous review                                                                                                                     North America 22%
     ensures projects                             w
                                                                                       What?
                                                                                                                                         Asia-Pacific 15%
     are on time                           e   vie                  Id
                                                                      e                        New R&D
                                     r




                                                                                               organization
                                                                        a




                                                                                                                                         China 4%
                                       e




                                                                          ge
                                    as




                                                                                               (3-axis model)
                          Project ph




                                                                            ner




                                                                                                                                         Latin America 15%
                                                                                       How?
                                                                                               to build
                                                                                a ti




                                                                                                                                         Europe 44%
                                                                                on




                                                      Pipeline                                 a project-driven
                                                                                               organization
                                                                                       Who?



                                                 Por
                                                     t f o re v i e
                                                                    w                                             BUSINESS-TO-BUSINESS MARKETS
                                                 m a n li o e n t
                                                        agem
     Most attractive                                                                                                        Total Market Size:
     innovation focus areas,                                                                                          ~EUR 20 bn, 3-4% Annual Growth
     based on sales potential
     and DSM strengths and
     prioritization                                                                                                Human Nutrition      Animal Nutrition
                                                                                                                      & Health             & Health


                                                                                                                    ~EUR 14 bn            ~EUR 6 bn
                                                                                                                                                               7

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UCTS                                                                                                                                                           4

                                                                                                                                                               5

  GLOBAL DIVERSITY                          in applications from petfoods to sun-                             FROM VITAL TO A NEW STRATEGY                     6
  DNP is a global organization. Our geo-    screen lotions, from fruit beverages to                           AND ORGANIZATION
  graphical spread and cultural diversity   dietary supplements, from animal feed                             The VITAL Integration & Transformation           7
  are two of our greatest strengths. We     to yoghurt drinks. All around the                                 Project was launched in October 2003
  sell our products in over 100 countries   world, our employees contribute to                                to quickly restore our profitability in          8
  and have production sites and premix      the success of our diverse and wide-                              the face of price erosion. Once this
  plants in over 30. At our Kaiseraugst     ranging product portfolio – and to the                            was achieved, our strategy and orga-             9
  headquarters in Switzerland alone,        success of our customers.                                         nization were redefined.
  approximately 27 nationalities are rep-
                                                                                                                                                               10
  resented.                                 THE ROLE OF VITAL
                                            We launched VITAL to quickly restore our profitability before defining our strategy                                11
  It is not just our global reach or our
                                            and organization
  sales volumes that make us such an
  influential force, however. It is our                                                                                                                        12
  products themselves, and the people                             Performance
                                                                  Profit/unit                                            ■ Operational excellence
  behind them. Our products are found                                                                                    ■ Continuous improvement
                                                                                                                                                               13
                                                                                                                         ■ Innovation

                                                                                                                                                               14
                                                                                                         Strategy
                                                                                                         Organization
                                                                                              L
                                                                                            TA


                                                                                                                                                               15
                                                                                          VI




     “[we] all contribute                                          Incremental
                                                                                                                                                               16
                                                                   improvement
      to the success
      of our product                                                                                                          Time
                                                                       Walk               Jump                 Run
      portfolio – and to                                                      Closing        1.5-2.0 years
      the success of
                                            VITAL AND BEYOND
      our customers.”

                                                        Running Business                                                             Starting point:

                                                        Phase I: getting in (new) shape
                                                                                                                                     VITAL objectives
                                                                                                                                     ■ Unbundle from Roche
                                               1
                                                                                                                                     ■ Restore profitability
                                               P                          Phase II: improving profit quality                           to 18% EBITDA
                                               E                                                                                       by 2006
                                                                                                                                     ■ Review strategy
                                               O
                                                                                              Phase III: anchoring strategy
                                               P                                                                                     People
                                               L                                                                                     ■ 60+ teams
                                               E                                                                                     ■ > 600 team members


                                                            2            3         4                  5
                                                       Unbundling    Improve   Profitable         Strategic       Strategic Plan     Approach/
                                                            &      Performance Growth              Issues        Business Model      project plan
                                                       Integration
                                              Work-                                                               Organization
                                              stream                     Workstreams
8




    DSM NUTRITIONAL PRODU
    DUAL TRACK STRATEGY                           Both of these ‘tracks’ are equally                         The Dual Track strategy is supported
    DNP’s innovation drive is supported           important. On the one hand, we sus-                        by an aligned organizational structure
    by our Dual Track business strategy.          tain the profitability of our established                  and business model focused on:
    This draws on our strengths in R&D,           products, defending our market share
    Manufacturing and Marketing & Sales,          and profit margins. On the other, we                       ■ Innovation
    increasing our competitiveness in our         boost our growth in high-margin fields                     ■ Continuous improvement
    established markets while energetically       by launching innovative new products.                      ■ Operational excellence (MANUFEX)

    expanding our activities in high-             Cost leadership is the key to succeed-
    growth niches. It follows two ap-             ing on the one track while innovation
    proaches simultaneously – hence its           leadership is the key to succeeding on                     ORGANIZATIONAL REALIGNMENT
    name.                                         the other.                                                 DNP’s organization has been realigned
                                                                                                             to support the Dual Track strategy.
    DUAL TRACK STRATEGY                                                                                      Our new structure provides:

      “SUSTAIN”                                      “GROW”                                                  ■ Clear focus on New Business
      Sustain the profitability of                   Boost the full growth of new                              Development
      established products by defending              business by developing a vital                          ■ Strong industry and customer focus

      market share and product margins               portfolio of innovative new products                    ■ Clear product management

                                                                                                             ■ Cross-functional teamwork

      Low-cost mindset                               Innovation leadership                                   ■ Future orientation

      Streamlined operations                         Innovation output increase                              ■ New career opportunities

      Focus on customers                             Industry focus
      Tight product management                       Customer proximity                                      Operational responsibility lies with three
      Service level differentiation                  Technological superiority                               units: New Business Development
      Application leadership and                     Tailored solutions                                      (NBD), Human Nutrition & Health (HNH),
      formulation expertise                          Entrepreneurship                                        and Animal Nutrition & Health (ANH).
                                                                                                             Our business functions operate within
                                                                                                             this structure.




    DSM NUTRITIONAL PRODUCTS: ORGANIZATION

                                                              Managing Board


                                                VITAL                            Finance/Control
                                                                                  & Information
                                           Human Resources1                       Management




                         New Business       Human Nutrition                     Animal Nutrition
                                                                                                                               R&D
                       Development (NBD)    & Health (HNH)                      & Health (ANH)


                                                                                              DNP SHE


                                                                        Manufacturing                                        Programs/
                              NBD                 HNH                                              ANH
                                                                        & Technology                                          Projects


                            Regulatory                                                                                       Research
                                               Citric Acid               Purchasing         Intermediates
                              Affairs                                                                                         Centers


                            Business                                     Demand &             Product
                                              Personal Care             Supply Chain                                          Science
                            Support2                                                        Management
                                                                        Management

                                                Nutrition                 Quality
                                              Improvement               Management
                                                Program                                   1 Including Communication & Legal
                                                                                          2 Business Intelligence (BI) and Intellectual Property (IP)
                                                                                                                                          9

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UCTS                                                                                                                                      4

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   OUR MISSION                                                                                  CORPORATE SOCIAL RESPONSIBILITY           6
    To strengthen and sustain our leadership in nutritional ingredients, by:                    Our mission extends beyond mere
                                                                                                financial and operational objectives.     7
     Performance                                                                                We support numerous charitable ini-
                                                                                                tiatives worldwide, both by providing     8
                                                                                                funds and by making the time and
                                                     ■   boosting full GROWTH to restore
                                                         leadership and build "vital" product
                                                                                                talents of our employees available.       9
                                                         portfolio                              Our most significant contribution is
                                                                                                through SIGHT AND LIFE, an initiative
                                                                                                                                          10
                                                                                                for improving the nutritional situation
                                                     ■   sustaining our PROFITABILITY
                                                                                                of people in areas of the world where
                                                         to the maximum in order to defend                                                11
                                                                                                poor diet can lead to visual impair-
                                                         market share & margin
                                                                                                ment (www.sightandlife.org).
                                                                                                                                          12
                                                                                                We also participate in the DSM Torch
                                                          Time                                                                            13
                                                                                                Action, an initiative that stems from
     2000                 Today                  2010                                           the DSM Dream Action of 2002. The
                                                                                                DSM Dream Action was organized to         14
                                                                                                mark DSM’s centennial. It involved
                                                                                                DSM helping employees to realize          15
                                                                                                their dreams of helping other people
                                                                                                around the world. The Torch functions     16
                                                                                                as a virtual chain linking DSM sites
                                                                                                around the world, which take turns to
                                                                                                carry out Torch activities that benefit
                                                                                                their local communities.


  “Our strategy runs on two tracks.
   [we] sustain the profitability of our
   established products while grow-
   ing with innovative new products.”
10




     OUR NEW BRAND
     A GLOBAL COMPANY, A GLOBAL                A year after the acquisition, in October   Using simple images and bold strap-
     BRAND                                     2004, this technical rebrand was com-      lines, our advertizing campaign articu-
     Following the acquistion of our organi-   plemented by the launch of a global        lates our commitment to further
     zation by DSM on October 1, 2003,         advertizing campaign. This campaign        enhancing our global market leader-
     our company was renamed DSM               explains what our company, products        ship position in the field of nutrition.
     Nutritional Products. A technical re-     and brand stand for:
     brand was carried out during the                                                     All our adverts communicate these
     ensuing 18 months. All our brand car-     ■   Innovation                             three concepts in words and pictures,
     riers – from business cards through       ■   Market leadership                      explaining how they are delivered
     product documentation to building         ■   Nutritional value                      through the products with which we
     signage – were rebranded to mark us                                                  supply the Human Nutrition & Health
     as a member of the DSM family.                                                       and Animal Nutrition & Health mar-
                                                                                          kets. We deliberately claim market
                                                                                          leadership, adding our copyright to
                                                                                          generic themes in order to demonstrate
                                                                                          our capacity for innovative solutions.
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UNLIMITED APPLICATIONS                    Being extremely simple in conception       6
Our brand helps us to communicate         (image, copyright symbol, headline,
with our customers, business partners     explanatory strapline), our advertizing    7
and employees around the world. It        campaign can be applied equally well
takes its inspiration from our parent     to our activities at corporate, business   8
company – Unlimited.DSM. This strap-      and product level. It can likewise be
line articulates DSM’s perpetual search   used in a wide range of contexts, from     9
for new ways of adding value through      large-format hoardings and banners
product and process innovation. The       for trade fairs through adverts in trade
                                                                                     10
DSM Nutritional Products brand com-       journals to carrier-bags and post-
municates how we live out this aspi-      cards. Although designed primarily
                                                                                     11
ration in our own company, constantly     with external communications in
striving for new ways of delivering to    mind, our advertizing campaign is
our customers innovative solutions that   often used to promote internal com-        12
will offer them competitive advantage.    munication activities as well.
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12




     CULTURE
     GLOBAL AND LOCAL                          PARTNERSHIPS AND NETWORKS                      CORPORATE STRATEGY DIALOGUE
     DNP is a worldwide company. We            As an entrepreneurial company, we              (CSD)
     can only be successful at global level    support you in developing productive           This company-wide process of devel-
     if we are successful locally. Under-      partnerships and networks both with-           oping Corporate Strategy through
     standing of local cultures, respect for   in and beyond DNP. Project-based               discussion and consensus occurs
     diversity and emphasis on teamwork        work plays an increasingly significant         approximately every five years
     are key to our approach. We believe       role in our work, providing opportuni-
     that all employees have a responsi-       ties to make new contacts and devel-           BUSINESS STRATEGY DIALOGUE
     bility for developing and maintaining     op new skills.                                 (BSD)
     our corporate culture – one which is                                                     DSM’s Business Groups conduct a
     positive, team-oriented and focused       FROM CONCEPT TO IMPLEMEN-                      BSD to determine their own path every 2
     on our business objectives.               TATION                                         to 4 years; the results of these BSDs
                                               We have a strong tradition of turning          contribute to the formulation of the
     CAN-DO                                    innovative ideas into influential realities.   CSD
     We look for a ‘can-do’ attitude, and      This is supported by powerful busi-
     we encourage you to use your abilities    ness tools and processes.                      PRODUCT BUSINESS STRATEGY
     to maximum effect. This is formalized                                                    DIALOGUE (PBSD)
     through our policy of management by       All planning and control processes in          PBSDs are conducted by Business
     objectives and supported by our train-    DSM start with the Strategy Dialogues,         Groups and help shape their Business
     ing and professional development          whose aim is to secure a sustainable,          Strategies
     programs.                                 profitable position for our businesses.
                                                                                              Recent examples of DNP’s implemen-
     DNP values top-quality thinking in                                                       tation capabilities include the highly
     combination with decisive action,                                                        successful VITAL Project and the
     open-mindedness, accountability and                                                      introduction of MANUFEX (Manu-
     results orientation. Cross-functional                                                    facturing Excellence) within our manu-
     teamwork and a passion for pioneering                                                    facturing organization.
     achievements are the cornerstones of
     everything we do.
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                                                                                                                           3

                                                                                                                           4

                                                                                                                           5

COMPLIANCE CULTURE                       PERFORMANCE CULTURE
                                                                                                                           6
Our entrepreneurial spirit is balanced
by a compliance culture with a strong    Ours is a performance culture. Per-    OWNERSHIP                                  7
focus on ethical behavior and high       formance, Ownership and Leader-        We encourage our people to manage
Safety, Health & Environment (SHE)       ship are the responsibility of every   their areas of responsibility as if they   8
standards: everyone at DSM Nutritional   employee:                              own them
Products bears a responsibility for                                                                                        9
the ethical and safe operation of our    PERFORMANCE                            LEADERSHIP
business.                                We expect above-average perform- We are the world’s leading nutritional
                                                                                                                           10
                                         ance from our people, products and products company, and we require
                                         business                           our people to be leaders in their fields
                                                                                                                           11

                                                                                                                           12
 WHAT THE COMPANY EXPECTS FROM YOU                           WHAT YOU CAN EXPECT FROM THE COMPANY
                                                                                                                           13
 To demonstrate initiative, drive and a ‘can-do’             To provide opportunities to demonstrate initiative and
 attitude                                                    responsibility                                                14
 To contribute to the cultural richness of DNP               To foster a working climate in which positive efforts are
 To maintain a good working atmosphere                       recognized and rewarded                                       15
 To show Performance (delivery) and Leadership
 (self-motivation)                                                                                                         16




                                                          “[we] all have a responsibility for
                                                           maintaining a corporate culture
                                                           which is positive, team-oriented
                                                           and focused on our business
                                                           objectives.”
14




     PEOPLE MANAGEMENT
     People management is a key aspect        OBJECTIVES OF GOOD PEOPLE                    PROCESSES AND TOOLS
     of management: it is the basis for all   MANAGEMENT                                   Various processes and tools are
     our activities and shapes our culture.   Good people management is good               deployed to ensure effective manage-
     We are all responsible for ensuring      business practice. In a knowledge-           ment. These include:
     that we successfully manage others       driven organization such as DNP, it is
     as well as ourselves. This personal      more than this, however. It is a critical    ■ Agreement of targets for yourself
     responsibility is supported by pro-      success factor:                                and your group
     cesses and tools which are provided                                                   ■ Annual performance appraisals

     by the company and used by the line.     ■ It helps align individual goals with       ■ Development discussions

                                                company goals                              ■ Training (generic for all employees;

                                              ■ It ensures that knowledge, skills            functional for specific roles/respon-
                                                and experience are effectively               sibilities)
                                                deployed                                   ■ Coaching and mentoring

                                              ■ It supports the achievement of             ■ Performance-related remuneration

                                                agreed objectives                          ■ Human Resources support for

                                              ■ It provides the context for constructive     managers in dealing with specific
                                                two-way communication                        challenges
                                              ■ It fosters DSM’s values
                                                                                                                     15

                                                                                                                     1

                                                                                                                     2

                                                                                                                     3

                                                                                                                     4

                                                                                                                     5

                                                                                                                     6
WHAT THE COMPANY EXPECTS FROM YOU                        WHAT YOU CAN EXPECT FROM THE COMPANY
                                                                                                                     7
To observe company values, principles and guidelines     To treat you fairly
To demonstrate responsibility and accountability         To offer you fair compensation (base salary plus            8
To think beyond the boundaries of your own               performance-related pay and/or bonuses)
responsibilities                                         To empower you to do your job to the best of your ability   9
To give of your best and strive to achieve your          To support you in developing your skills and building
potential                                                your career                                                 10
To engage in constructive dialogue wherever              To recognize your qualities and achievements
appropriate                                              To provide a stimulating environment in which you           11
To respond flexibly to the challenges of the workplace   can enjoy a worthwhile career
To maintain a healthy work/life balance                                                                              12

                                                                                                                     13

                                                                                                                     14

                                                                                                                     15

                              “[we] are all responsible for                                                          16
                               ensuring that we successfully
                               manage others as well as
                               ourselves.”
16




     MANAGEMENT DEVELOPM
     Management Development (MD) is          DSM LIBRARY OF 43 COMPETENCES
     about understanding and supporting
     your career at DSM.                     The DSM competences are the expression of the DSM corporate culture and are
                                             used in various HR processes, e.g., job profiling, recruitment, performance evalua-
     OBJECTIVES OF MD                        tion, personal development, etc. The competences are critical for the successful
                                             execution of a position. They are specific and observable and describe the desired
     The objectives of our MD framework
                                             behavior for achieving results.
     are:

     ■ To develop world-class managers
       and professionals to lead DNP/DSM
       successfully in the future
     ■ To attract and retain high-caliber
                                             Three mandatory competences               Leadership
       managers with significant potential   for management positions:              Entrepreneurship
     ■ To effectively allocate our human                                            Result Orientation
       resources worldwide
                                                                           ■ Coaching      ■ Decisiveness            15 competences
     DNP operates a policy of promotion                                    ■ Sensitivity   ■ Planning & Organizing   in the MD process
                                                                           ■ Teamwork      ■ Persuasiveness
     from within wherever practicable. The                                 ■ Vision        ■ Customer orientation
     DSM approach to MD is based on the                                    ■ Creativity    ■ Oral communication
                                                                           ■ Judgment      ■ Learning ability
     Concept of Competences.


                                                                               28 job-specific competences



                                                                                Total of 43 competences




                                                                           Our MD Process involves shared
                                                                           responsibilities. Both you and the
                                                                           company have a responsibility for
                                                                           your career development. Together,
                                                                           [we] can create a win-win situation
                                                                           for you and the company.
                                                                                                           17

                                                                                                           1

                                                                                                           2

                                                                                                           3



MENT                                                                                                       4

                                                                                                           5

       MANAGEMENT DEVELOPMENT: a continuous process                                                        6

       Performance Appraisal                             STEP 1                                            7
                                                         Individual Development Plan
       Based on achievements, knowledge, and             Self-assessment of capabilities & competences;    8
       competences; provides valuable insights           ways in which to grow professionally; work/life
       into progression and development needs;           balance; mobility; development needs.
       periodic check on progress made towards
                                                                                                           9
       actions defined.
                                                                                                           10

       STEP 4                                                       STEP 2                                 11
                                              Competency-
       Feedback & Dialogue                                          Assessment (MD Report)
       Conclusions explained to individual
                                                 based
                                                                    Input by minimum three appraisers
       in Feedback and Dialogue session;                            (excluding career manager) on:
                                                                                                           12
       clarifying responsibilities for each                         achievements, knowledge,
       career action.                                               experience acquired, competences       13
                                                                    mastered, employee’s personal
                        STEP 3                                      development since the last
                                                                                                           14
                        MD Committee                                development cycle, identified future
                        Decision on content of MD report,           potential.
                        growth potential, development actions,                                             15
                        and future assignments in short and
                                                                                                           16
18




     MANAGEMENT DEVELOPM
     TARGET GROUP                                        sional or executive-level positions.        MD PROCESS
     Within the MD Process, DSM has                      Proven or recognized leadership             The MD Process supports managers
     identified two specific target groups:              capabilities, broad transferability, and    who want to seize their opportunities in
                                                         the agreement to move nationally and        a dynamic environment, have a passion
     ■   Management Development Target                   internationally are key requirements        for success and wish to shape their
         Group                                                                                       own personal development. It supports
         Managers with the potential to                  For all other employees, the local HR       you whether your future involves a
         reach middle management level or                organization and your line management       professional career (e.g., in R&D), a
         equivalent professional positions               will work out your personal develop-        management career within a Business
                                                         ment plans with you. These are based        Group or a career at corporate level.
     ■   Corporate Target Group (CTG)                    on your performance and aspirations,        For each route, there is a development
         Managers with the potential to reach            and are usually discussed during your       committee or HR department to guide
         senior management, senior profes-               annual appraisal.                           you.


     THE MD FRAMEWORK AT DSM


                                                                               The Managing Board
                                                                               Responsible for management development at DSM.
                                                                               Screens, develops, and appoints DSM’s top executives.

                                                                               Executive Development Committee (ED)
                                                                               Responsible for decisions regarding executives and
                                    Managing Board                             executive positions.
                                                                               Screens MD Reports to identify potential executives.

                                Executive Development                          Branch Organizations by discipline
                                     Committee                                 Composition across various BGs.
                                                                               – Responsible for enhancing overall quality of discipline
                                 Branch Organizations                            (e.g., management development training courses, work
                                                                                 processes and methods)
                         Research      Finance    BIM1     HR                  – Advises ED and MD Committees on appointments of
                              Marketing        Manufacturing                     expatriate, senior, and executive positions within their
                               & Sales         & Technology                      discipline
                                                                               – Decides on Corporate Target Group membership based
                       BG – Management Development Committee                     on recommendations of the BG MD Committees

                                                                               Business Group Management Development
              HR is represented in the various committees and facilitates
              the MD Process.
                                                                               Committees (MD)
              The employee is the most important player: his/her enthusiasm    Guides, develops, and evaluates employees at BG level.
              and willingness to learn is key in the MD Process.               Discusses and approves MD Reports. Fills positions at
                                                                               management level.
          1
              Business Information Management
                                                                                                                      19

                                                                                                                      1

                                                                                                                      2

                                                                                                                      3



MENT                                                                                                                  4

                                                                                                                      5

   TIMEFRAME                                                                                                          6
   DNP’s Management Development is in
   its early stages; it will be fully imple-                                                                          7
   mented during 2006. DNP will have an
   Executive Development/Management                                                                                   8
   Development Committee and several
   smaller MD Committees responsible                                                                                  9
   for specific disciplines within the
   framework of the new organizational
                                                                                                                      10
   structure.
                                                                                                                      11
    WHAT THE COMPANY EXPECTS FROM YOU                       WHAT YOU CAN EXPECT FROM THE COMPANY
                                                                                                                      12
    To proactively engage in the MD Process and look for    To be supported in developing your career through
    development opportunities                               regular assessment and guidance based on clear criteria   13
    To have clear career ambitions and use the MD Process   To have opportunities for special assignments/promotion
    to achieve these                                                                                                  14
                                                            To have the commitment of top management
    To be prepared to assume challenges beyond your         to the MD Process
    current function/location                               To be shown respect for your personal work/life balance   15

                                                                                                                      16




  “I’m responsible for driving
   my own career at DNP – and
   that excites me.”
20




     TRAINING
     Training is a crucial catalyst for change;     GENERIC AND FUNCTIONAL                        ■ To foster a sense of belonging to
     we invest in it significantly. Essential       TRAINING                                        DSM
     for commercial success as well as              We provide two forms of training:             ■ To encourage teamwork and cross-

     for your own development, our train-           generic and functional. Generic training        functional collaboration
     ing program is available to all                is targeted at everyone irrespective of
     employees. It is closely aligned with          function, whereas functional training is      TRAINING FRAMEWORK
     our Management Development Process             geared to functional needs. In both           DNP has invested significantly in
     and supports our organizational re-            forms, we place strong emphasis on            training during implementation of the
     quirements. We regularly inform our            team-work, constructive problem-              VITAL Integration & Transformation
     employees about new developments               solving and cross-functional collabo-         Project. This involves delivering approx.
     within the training organization via           ration. In either case, the objectives of     14,000 training days worldwide. Key
     our Training Newsletter.                       our training activities are clear:            areas include:

                                                    ■    To create a winning mindset              ■   The introduction of MANUFEX
                                                    ■    To support and anchor new ways               at our manufacturing sites
                                                         of working

     GENERIC AND FUNCTIONAL TRAINING



                                       Mini-DSM Orientation Course (Mini-DOC)
                                       DNP Orientation
           Generic
                                       SHE (Leadership and Behavior)
           Training
                                       Project Management (generic)




                                   ■   MANUFEX                  ■ Coaching for        ■   3-axis Model             ■   Purchasing
                                   ■   Root Cause                 Performance         ■   Project Management           (e.g., Negotiation)
           Functional                  Analysis (RCA)           ■ Transforming        ■   Intercultural Training
           Training                ■   Failure Mode               Selling Behavior
                                       Effect Analysis
                                       (FMEA)
                                   ■   Kick-start Teams
                                                                    Marketing            Research
                                        Production                   & Sales           & Development                        Other



     “[we] place strong
      emphasis on
      teamwork,
      constructive
      problem-solving
      and cross-
      functional
      collaboration.”
                                                                                                                                                                                                    21

                                                                                                                                                                                                    1

                                                                                                                                                                                                    2

                                                                                                                                                                                                    3

                                                                                                                                                                                                    4

                                                                                                                                                                                                    5

■ The introduction of the 3-axis                                                  THE DSM ORIENTATION COURSE                           THE DSM LEADERSHIP COURSE                                    6
  model and the new way of working                                                The DBA provides an introduction to                  Performance, Leadership and Owner-
  within our R&D function                                                         DSM’s structure, strategy, businesses,               ship are key DNP values. To help pre-                        7
■ The roll-out of our Global Marketing                                            policies and values through the DSM                  pare our middle managers for more
  & Sales Training Program                                                        Orientation Course (DOC). This is                    senior positions, we run a leadership                        8
                                                                                  available to new and recent recruits                 training program in collaboration with
THE DSM BUSINESS ACADEMY                                                          from middle management upwards,                      one of Europe’s top business schools                         9
(DBA)                                                                             defined as employees who have been                   – the IMD (Institute for Management
Focusing on management education                                                  with DSM for three years at most.                    Development) in Lausanne, Switzerland.
                                                                                                                                                                                                    10
and training, the DBA’s mission is to                                                                                                  DSM participates in the IMD’s Advisory
accelerate the process of personal                                                DOCs are held several times a year at                Council. DSM Leadership Courses
                                                                                                                                                                                                    11
and organizational learning throughout                                            different DSM locations and are                      bring together middle managers from
DSM. The DBA supports the develop-                                                delivered by senior managers from                    various DSM Business Groups and are
ment of our employees throughout                                                  DSM’s Business Groups. They last a                   held in Lausanne several times a year.                       12
various career steps (e.g., with leader-                                          week and are highly international
ship programs) as well as within their                                            meetings at which many ideas about                   THE DNP ORIENTATION COURSE                                   13
functional responsibilities.                                                      DSM and its business are exchanged.                  DNP’s organization is being realigned
                                                                                  A shorter version of this course, the                to support our new Dual Track strategy.                      14
Training in areas such as ICT and                                                 Mini-DOC, is available within the VITAL              As of 2006, the DNP Orientation Course
languages is organized locally.                                                   project, to a broad group of employees,              (specifically related to DSM Nutritional                     15
                                                                                  and an executive version, the DSM                    Products) will be available, supporting
                                                                                  Executive Course (DEC), exists for                   the introduction of new ways of working.                     16
                                                                                  senior managers.

DSM TRAINING PROGRAM MODULES

                                                       Transition programs   Refreshment programs   Discipline enhancement programs

                                                                                   Executive           BOT         BOM          BOR          BHR        CSHE&M         BCFC          BOI
                                                                                  Inspiration
                                                                                   & Growth
                                                           Executive
                                        Executive




                                                                                   Program            AMC                                                SHE-L
                                                          Leadership
                                                           Program                                                  AIM
                                                                                 Senior Mgt.          MCPT                                    PIB
                                                                                 Inspiration
                                                                                                                    IMT
                                                          Advanced                & Growth
                                                                                                                                 EIP                                                Apollo
                                                         Management               Program
                            6–8 years




                                        Manager




                                                         & Leadership                                                                                                    FC
                                        Senior




                                                           Program                                    DSCM        DSCM                                   SHEBE
                                                                                 Management
     Time in target group




                                                                                  Inspiration                                                                           RC
                                                                                   & Growth
                                                         Management                                                  CE
                            6–8 years




                                                                                   Program
                                        Manager




                                                          Program
                                                                                                    Training Course Abbreviations
                                                                                                    BOT: Technology; BOM: Marketing & Purchasing; BOR: Research; BHR: Human Resources;
                                                                                                    CSHE&M: Corporate Safety, Health & Environment and Manufacturing: BCFC: Finance;
                                        Professional




                                                         Professional                               BOI: ICT; AMC: Advanced Manufacturing Course; MCPT: Manufacturing Course for Plant
                            3–6 years




                                                           Program                                  Teams; DSCM: Demand Supply Chain Management; AIM: Advanced Industrial Management;
                                                                                                    IMT: Industrial Marketing for Technicians; CE: Commercial Excellence; EIP: Excellence in
                                                                                                    Innovation Program; PIB: Partners in Business; SHE-L: SHE Leadership Course; SHEBE: SHE
                                                                                                    By Engineers; FC: Financial Courses; RC: Registered Controllers’ Course; Apollo: SAP Programs




    WHAT THE COMPANY EXPECTS FROM YOU                                                                    WHAT YOU CAN EXPECT FROM THE COMPANY

    To use our training programs to deepen your under-                                                   To maintain an up-to-date training program that meets
    standing of DNP/DSM                                                                                  the needs of the company and its employees
    To continuously develop your own professional and                                                    To commit time and resource to training you for your job
    personal skills and put these to effective use                                                       To ensure that your training needs are met as your
    To suggest additional training where this may                                                        career develops
    benefit your own or the company’s performance
22




     COMPENSATION AND BEN
     Our compensation and benefits policy     STRUCTURE AND TOOLS 1                     Global Job Evaluation Methodology
     reflects our performance culture: we     Our approach is ‘local for local.’ Pay    For management positions, the Hay
     expect you to give your best, and we     practices and systems are established     system is used to determine the relative
     provide remuneration that is com-        by local management and their HR          value/grade level of individual jobs.
     mensurate with your contribution.        business partners, except where it        This establishes levels based on factors
     This “total compensation” package        makes good business sense to deploy       such as accountability and problem-
     includes base salary, benefits, and      group- or corporate-wide programs         solving. DSM’s Job Evaluation Compe-
     incentive/reward plans.                  and practices. This global/local          tence Center (JECC) is engaged in all
                                              approach is evident in the following      Hay implementations and facilitates
     CAREER AND COMPENSATION                  practices:                                the global equity of evaluations. The
     DEVELOPMENT                                                                        JECC is supported by cross-functional
     Our practices are designed to attract,   Global Job Description Format             management committees that review
     motivate and retain employees. We        Job descriptions for management           and approve the grade levels of the
     aim to be as internally consistent and   positions are consistent worldwide, and   positions that have been evaluated:
     externally competitive as possible.      provide input for Hay job evaluations.
     Your compensation is linked to your                                                ■ At the executive level, the Corporate
     position and performance: an in-                                                     Evaluation Committee (CEC) is re-
     creased contribution to our business                                                 sponsible for the evaluation of all
     leads to heightened rewards. As your                                                 positions
     career develops, your package will                                                 ■ For other levels, a Business Group

     develop accordingly.                                                                 Evaluation Committee (BGEC) is to
                                                                                          be established
                                                                                        1
                                                                                            Many of the practices mentioned in this section are in
                                                                                            the process of being implemented; they will be fully
                                                                                            operational by the end of 2006.
                                                                                                                                       23

                                                                                                                                       1

                                                                                                                                       2

                                                                                                                                       3



NEFITS                                                                                                                                 4

                                                                                                                                       5

   Local Market Surveys                        “Glo-cal” Incentive/Reward Plans             GLOBAL COMPENSATION                        6
   We regularly participate in local surveys   Incentive plan eligibility and plan type     COMMITTEE
   to ensure that our compensation levels      depends on the level of your position        The DNP Global Compensation Com-           7
   are competitive. We also review local       and the location or organizational unit      mittee (GCC) was established in 2004
   market practices in areas such as           in which you work. In order to be            to link global direction with local        8
   health insurance, pension benefits, pay     closely aligned with the global busi-        compensation plan design. The GCC
   delivery and working hours in order to      ness strategy, all executives partici-       oversees all strategic issues related to   9
   develop competitive approaches.             pate in the same incentive plan, with        compensation. For example, the objec-
                                               half their bonus dependent on DNP’s          tive of increasing DNP’s profitability
                                                                                                                                       10
   Base salaries are reviewed annually,        overall results, and the other on the        has led to the inclusion of significant
   and are adjusted based on your indivi-      results of the organization they lead.       weighting on Gross Profitability across
                                                                                                                                       11
   dual performance and targeted market        Below the executive level, incentive         incentive plans.
   position or, where required, on the basis   plan eligibility depends on the function
   of collective bargaining agreements.        or location’s plan structure. Although       Local ‘Spot’ award programs play an        12
                                               these plans may vary according to            important role, and are most often uti-
                                               business need and/or local practices,        lized to reward employees not partici-     13
                                               their structures fit within a broad global   pating in an incentive scheme with a
                                               framework that is aligned to DNP’s           cash payment or other type of reward       14
                                               business strategy.                           for outstanding efforts and results.
                                                                                                                                       15

                                                                                                                                       16
    WHAT THE COMPANY EXPECTS FROM YOU                                  WHAT YOU CAN EXPECT FROM THE COMPANY

    To perform to your maximum and deliver desired results             To receive a fair total compensation package
                                                                       To be rewarded for your efforts and results




   “Our managers are trained to apply our
    compensation and benefits system
    with fairness, and to communicate with
    transparency.”
24




     INTERNATIONAL ASSIGNM
                                             A work assignment becomes an
                                             international assignment if you are
                                             sent across the border of your home
                                             country (the country in which you
                                             were a local employee) to fulfill a job
                                             or project for a minimum of six
                                             months and a maximum of five years.

                                             OBJECTIVES OF INTERNATIONAL
                                             ASSIGNMENTS
                                             An international assignment can have
                                             various objectives. These include:

                                             ■ To fill a vacancy because there is a
                                               need for expertise which is not avail-
     “Our International Assignment Policy      able locally
                                             ■ To develop the employee’s career
      is structured to make the assignment   ■ To bridge cultures by encouraging a

      experience as positive as possible.”     global mindset and facilitating inter-
                                               national understanding
                                                                                                                                  25

                                                                                                                                  1

                                                                                                                                  2

                                                                                                                                  3



MENTS                                                                                                                             4

                                                                                                                                  5

  POLICY                                      ■   DSM uses the ‘home net’ method                                                  6
  The DSM International Assignment                for calculating compensation for
  Policy is structured to make the                assignments. You are guaranteed                                                 7
  assignment experience as positive as            the same net employment income as
  possible for the assignee, his/her              you would have received in your                                                 8
  spouse and family (if applicable), and          home country. You remain in the
  DNP.                                            home salary structure.                                                          9
  ■   A DSM International Assignment          ■   Differences in the cost of living are
                                                                                                                                  10
      Policy is mandatory for all interna-        accounted for in the total compensa-
      tional assignees. This is founded on        tion package, which also includes an
                                                                                                                                  11
      the principle of the continuation of        international assignment allowance.
      employment. In principle, your cur-         Housing and a company car (where
      rent employment contract will con-          applicable) in the host location are                                            12
      tinue to apply if you are sent abroad       provided at no cost to yourself, with-
      and no employment contract is initi-        in prescribed limits. A hypothetical                                            13
      ated between yourself and the local         tax is deducted from your income in
      company or Business Group to                order to ensure your assignment                                                 14
      which you have been assigned,               does not generate any tax advan-
      unless local rules so prescribe.            tage or disadvantage as far as your                                             15
                                                  employment income is concerned.
                                                                                                                                  16

      WHAT THE COMPANY EXPECTS FROM YOU                                WHAT YOU CAN EXPECT FROM THE COMPANY

      To respect the local culture and ways of doing business          To create an assignment package that facilitates a
      To identify and develop local talent                             smooth transition for you/your family
      To expand your internal and external network by nurtur-          To provide resources to support you while on assignment
      ing partnerships throughout the world                            To ensure an appropriate career transition on completion
                                                                       of your assignment
26




     EMPLOYEE
     REPRESENTATION AND SO
     Our management and employee rep-          also meets regularly to discuss matters   The following sites and countries are
     resentatives work together for the        which affect more than one European       represented in our European Works
     benefit of DNP and enjoy a relation-      site such as business performance,        Council:
     ship of mutual trust. Tried and tested,   organizational matters, training pro-
     it is one of the strengths of our cul-    grams, the use of local languages,        ■ Birsfelden, Switzerland
     ture. Socially responsible dialog is      and ongoing dialog with management.       ■ Dalry, Scotland
     fundamental to the way we work, and                                                 ■ Grenzach, Germany

     our employee representatives play a       In addition to participating in the       ■ Kaiseraugst, Switzerland

     key role in ensuring high standards of    European Works Council, our major         ■ Sisseln, Switzerland

     consultation and communication.           European sites have their own local       ■ Tienen, Belgium

                                               works councils. Despite increasing        ■ Village-Neuf, France

     THE DNP EUROPEAN WORKS                    harmonization of legislatures across
     COUNCIL                                   the EU, the legal systems still vary      The European Works Council meets
     Reflecting our European origins, we       greatly, and the set-up of individual     three or four times a year; site repre-
     have a well-established European          works councils varies accordingly.        sentatives are elected by employees
     Works Council. It represents the inter-   This European diversity is comple-        at the constituent sites.
     ests of employees at our European         mented by the variety of legislatures
     sites and works to create a common        and business cultures of the countries
     social platform throughout Europe. It     in which we operate worldwide.
                                                                                                                                 27

                                                                                                                                 1

                                                                                                                                 2

                                                                                                                                 3



OCIAL PARTNERSHIP                                                                                                                4

                                                                                                                                 5

  ‘LOCAL FOR LOCAL’                        principles of transparent communica-         between sites and also for interna-      6
  Following our principle of local solu-   tion and constructive dialog, living out     tional communication (e.g. within our
  tions for local issues, management       the DSM Value “Respect for People”           Marketing & Sales function)              7
  and employee representatives reach       across borders and cultures.               ■ Managers have a duty to recognize if

  agreements appropriate to their cir-                                                  an employee’s knowledge of English       8
  cumstances and in line with company      LANGUAGE POLICY                              is inadequate for communication in
  policies, regulations and business       Transparency and timeliness of com-          that language. If necessary, man-        9
  strategy. This covers areas ranging      munications are extremely important          agers will ensure that important writ-
  from cultural events through sporting    at DNP. Our language policy is as fol-       ten communications are translated
                                                                                                                                 10
  activities to pension and benefits       lows:                                        into the local language
  plans. Social plans, when unavoid-                                                  ■ When meetings are attended by par-
                                                                                                                                 11
  able, are also developed jointly.        ■ Our offical global corporate lan-          ticipants whose native languages
                                             guage is English, which is also the        vary, these participants are to agree
  CROSS-BORDER VALUES                        working language of our manage-            on a common language                     12
  Some of the countries in which we          ment                                     ■ Where necessary for the successful

  operate do not have the same tradi-      ■ The working language for internal          performance of an employee’s func-       13
  tions of formal employee representa-       communication at our European              tional tasks, DNP provides foreign
  tion as in Europe. In these countries      sites is the local language                language training support                14
  we nevertheless cultivate the same       ■ English is used for communication

                                                                                                                                 15

                                                                                                                                 16
   WHAT THE COMPANY EXPECTS FROM YOU                              WHAT YOU CAN EXPECT FROM THE COMPANY

   To contribute constructively to the employee-manage-           To have your interests/opinions taken seriously
   ment dialog                                                    by management
   To ensure that your representatives are aware of your          To have a formal framework maintained for the repre-
   views on matters affecting your job and our company            sentation of your interests/opinions through the
                                                                  European Works Council (in European countries)




  “Our management and employee representatives
   work together for the benefit of DNP and enjoy
   a relationship of mutual trust.”
28




     COMPLIANCE
     As a global organization, DSM takes       ■   DSM Triple P Report – a yearly pub-    Letter of Representation to the Man-
     its responsibilities very seriously and       lication complementing the DSM         aging Board of Directors attesting
     strives to be compliant at all times          Annual Report and reviewing our        their compliance. If a Director’s Busi-
     with the legal requirements of the            achievements in balancing the          ness Group is not fully compliant, the
     countries in which it operates. As well       needs of People, Planet and Profit     reasons must be explained and a plan
     as observing external requirements,                                                  for attaining compliance put forward.
     DSM has its own procedures and            DSM CORPORATE REQUIREMENTS
     publications to support a compliance      Corporate governance has an external       DSM ALERT
     culture. These include:                   and an internal component. DSM             This program allows employees to
                                               makes every effort to comply with the      report suspected serious misconduct
     ■ DSM values – the beliefs which form     appropriate external codes and legis-      or violations of values and rules when-
       our activities                          lative requirements. It also has its own   ever this is not possible via the regular
     ■ DSM Corporate Requirements – the        internal rules: the DSM Corporate          channels. DSM will protect you from
       DSM rules which are derived from        Requirements.                              any punishment or unfair treatment that
       DSM values and are applied to our                                                  may arise from ‘blowing the whistle’
       activities                              DSM’s Corporate Requirements are           on malpractice.
     ■ DSM Alert – a whistleblower proce-      regularly reviewed and, where appro-
       dure which allows employees to report   priate, updated. When requirements         DSM’s compliance with its own
       in confidentiality potential concerns   are revised, DSM’s Business Groups         Corporate Requirements is monitored
       regarding serious misconduct            are obliged to implement them within       closely. Externally, this is done by the
                                               a specified timeframe. Each year, all      press, our business contacts and the
                                               Business Group Directors submit a          investment community. Internally, com-
                                                                                                                                   29

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                                                                                                                                   4

                                                                                                                                   5

 pliance is monitored by a wide variety        DSM TRIPLE P REPORT                       GOOD BUSINESS SENSE                       6
 of means including work climate               Sustainability is a process of continu-   Compliance makes good business
 analyses, department meetings, con-           ous adjustment to the needs and           sense. The implementation of clearly      7
 sultative meetings, internal control,         expectations of our stakeholders. We      defined, sustainable processes cre-
 audits by COA (Corporate Operational          always strive to be a good member of      ates an environment in which you can      8
 Audit), complaint procedures, and             the communities in which we operate       make best use of your time and tal-
 appraisal systems.                            and we encourage our employees to         ents, build trust with our customers      9
                                               adopt a civic-minded and socially         and business partners, and ensures
 DSM strives for transparency and              responsible attitude.                     that DSM lives up to its reputation as
                                                                                                                                   10
 integrity. In our tradition, any violations                                             an industry leader in sustainable prac-
 of the rules are generally discussed          Every year we report on our perfor-       tices. In support of these aspirations,
                                                                                                                                   11
 openly via the appropriate channels:          mance in terms of three key indicators:   DNP operates its own training pro-
 directly with the persons involved and        People (our employees), Planet (our       gram covering the topics competition
 with the management of the unit               environment) and Profit (our financial    law and good corporate citizenship.       12
 involved. Individual employees may,           position). This corporate initiative is
 however, feel this route is not appro-        complemented at local level by the                                                  13
 priate. They may experience the need          annual communication plans of our
 to report their concerns not in their         sites, which include such activities as                                             14
 own Business Group or Service Unit            open days, donations, joint research
 but to an independent DSM officer.            and support for educational projects                                                15
 The ‘DSM Alert’ program makes this            and cultural events.
 possible.                                                                                                                         16




  WHAT THE COMPANY EXPECTS FROM YOU                                  WHAT YOU CAN EXPECT FROM THE COMPANY

  To comply with the external codes and legislative                  To foster a compliance culture which ensures that the
  requirements governing the activities you perform on               company’s operations are legal, ethical, safe and sus-
  behalf of the company                                              tainable
  To comply with DSM’s values and Corporate                          To document and publish DSM’s compliance objectives
  Requirements as well as the local regulations at your              and performance
  place of work                                                      To provide training in compliance where appropriate
  To make management aware of noncompliant behavior                  To investigate all reported cases of noncompliance




“DSM makes every effort to comply with the
 appropriate external codes and legislative
 requirements. It also has its own internal rules:
 the DSM Corporate Requirements.”
30




     SAFETY, HEALTH &
     ENVIRONMENT (SHE)
     Safety, Health & Environment (SHE) is     We benchmark our own SHE perform-            YOUR RESPONSIBILITIES
     at the top of our agenda. Our Safety      ance against that of other DSM               Our SHE standards apply wherever
     Policy aims to prevent the occur-         Business Groups as well as our indus-        you work. We provide health checks
     rence of industrial accidents and inci-   try peers. Emphasis is on minimizing         and regularly review our office envi-
     dents, our Health Policy to preclude      incidents resulting in lost workday          ronments to ensure that equipment
     the occurrence of illness in the work-    cases (LWCs) and on preventing the           reflects up-to-the-minute standards.
     place, and our Environment Policy to      release of chemical substances. Our          Just as we care for your well-being,
     guard against damage to the neigh-        production sites are additionally certi-     we require you to adhere to our SHE
     borhoods where we have operations.        fied to ISO 14000 environmental stan-        policy. SHE starts and ends with people,
                                               dards.                                       and the way you behave can make
     HIGH STANDARDS                                                                         an enormous difference to our SHE
     DNP’s SHE standards are based on                                                       performance and your safety.
     those of DSM, which are among the
     highest in the chemical industry. Our
     internal standards are aligned with our
     Key Performance Indicators, which
     are regularly measured.


      SHE POLICY                               ■ To provide an injury-free and incident-    ■   To evaluate and improve our
      It is DSM’s policy to maintain busi-       free workplace                                 practices, processes and products
      ness activities and products that        ■ To prevent all work-related disabilities       continuously in order to make
      do not adversely affect safety or          or health problems                             these safe and acceptable to
      health and that fit with the concept     ■ To control and minimize the risks              employees, customers, the public
      of sustainable development.                associated with our products for               and the environment
                                                 their total life cycle and to choose
      We have set ourselves the following        production processes and products
      objectives:                                such that the use of raw materials
                                                 and energy is minimized



      WHAT THE COMPANY EXPECTS FROM YOU                                WHAT YOU CAN EXPECT FROM THE COMPANY

      To pay attention to your own safety and that of your             To provide processes, equipment and tools that ensure
      colleagues and environment                                       the highest safety standards
      To suggest improvements to make the working                      To investigate all reported safety breaches and act on
      environment safer when these occur to you                        these so that safety standards are further improved
      To report all breaches of safety
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PEOPLE MATTER(S)
     People matter at DNP. That’s why our       there are many others. The enclosed
                                                                                           4

                                                                                           5

     HR framework is called People              CD-ROM card contains links to selected     6
     Matter(s). It’s about people. It’s about   websites and Intranet sites that pro-
     the things that matter about people.       vide much more detailed information        7
     It’s about you.                            on the topics presented in this pros-
                                                pectus. Please use it to find out more     8
     DNP is your company. What you do           about the company to which [we] all
     here matters – the skills you bring, the   belong.                                    9
     insights you offer, the competencies
     you develop, the networks you build,       [we] TOGETHER
                                                                                           10
     the ideas you generate.                    More important, your line manager
                                                and your colleagues want to hear your
                                                                                           11
     THE WORLD OF DSM                           ideas. How can we make our working
     Strengthening the [we] feeling at DNP      environment safer? How can we
     is our aim. This employee prospectus       improve the quality of our products?       12
     is one tool to achieve that aim, but       How can we balance our commit-
                                                ments as employees with our commit-        13
                                                ments to our families, friends and local
                                                communities?                               14

                                                In a rapidly changing business world,      15
                                                it is our response to questions such
                                                these that will dictate our success,       16
                                                both as individual employees and as a
                                                company.

                                                Good luck with your own career at
                                                DNP! Together, [we] can make it the
                                                company we want it to be!




                                     “DNP is our company.
                                      What we do here matters.”
32




     CREDITS
     We took the [we] feeling very seriously when developing this Employee Prospectus. That’s why all the people photo-
     graphed are DNP Employees. They are, in order of appearance:

     Andreas Intrau, Andrea Braun-Scherhag, Eric Pugin, Nadège Guillaume, Sébastien George, Thomas Überschlag, Patrick
     Studer, Staci Calligari, Josephine Chee, Markus Häseli, Christian Lehner, Stephanie Krammer, Wouter Claerhout, Céline
     Viarouge, Ruben Saggese, Gabriel Ghirardi, Amanda Ruess, Markus Brahmann, Birgit Nielsen, Felix Wälti, Stefanie Asal,
     Anne-Catherine Frey, Philipp De-Simone, Sharon Guo, Petra van-Veen, Ruben Saggese, Susanne Finley, Georg Kau,
     Jacqueline Sun, Marie-Christine Etienne-Rusch, Detlev Winkler, Jeannine Biermann, Andreas Röösli, Lily Chen, Kris De-
     Leener, Hubert Krämer, Markus Häseli

     The photographs themselves were all taken by Thierry Edel, a DNP employee as well.
                                                                             33

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CONTACTS                                                                     4

                                                                             5

                                                                             6
KEY TELEPHONE NUMBERS

                                                                             7
Royal DSM N.V.

                                                                             8
DSM Corporate Human Resources Management          +31 45 578 24 35
                                                                             9

DSM Nutritional Products                                                     10

Global HR Department                              +41 61 688 89 80           11


Compensation & Benefits                           +41   61   687   28   13   12
Expatriation                                      +41   61   688   63   27
                                                                             13
Management Development                            +41   61   687   21   89
Training                                          +41   61   687   08   19   14

Research & Development                            +41 61 687 33 45           15

Region   North America                             +1 973 257 8402           16
Region   Latin America                            +55 11 3719 4600
Region   Europe                                   +41 61 687 01 78
Region   Asia Pacific                               +65 6325 6262
Region   China                             +86 21 3310 4988 x 2301

Site Sisseln (Switzerland)                        +41 62 866 21 11
Site Lalden (Switzerland)                         +41 27 948 68 18
Site Village-Neuf (France)                         +33 3 896 96 94
Site Grenzach (Germany)                             +49 7624 90 90
Site Dalry (Scotland)                             +44 1294 836 260
Site Tienen (Belgium)                              +32 1 680 63 32
Site Belvidere (USA)                               +1 908 475 7422
Site Freeport (USA)                                +1 979 373 5022
Sites in China                             +86 21 3310 4988 x 2309
DSM NUTRITIONAL PRODUCTS EMPLOYEE PROSPECTUS