History of Nestlé company

1. THE HISTORY OF  NESTLÉ COMPANY (1866-2011)

     The key factor which drove the early history of the enterprise that would become the Nestlé Company was Henri Nestlé's search for a healthy, economical alternative to breastfeeding for mothers who could not feed their infants at the breast.

     In the mid-1860s Nestlé, a trained pharmacist, began experimenting with various combinations of cow's milk, wheat flour and sugar in an attempt to develop an alternative source of infant nutrition for mothers who were unable to breast feed. His ultimate goal was to help combat the problem of infant mortality due to malnutrition.

     He called the new product Farine Lactee Henri Nestlé. Nestlé's first customer was a premature infant who could tolerate neither his mother's milk nor any of the conventional substitutes, and had been given up for lost by local physicians. People quickly recognized the value of the new product, after Nestlé's new formula saved the child's life and within a few years, Farine Lactee Nestlé was being marketed in much of Europe.

     Henri Nestlé also showed early understanding of the power of branding. He had adopted his own coat of arms as a trademark; in his German dialect, Nestlé means 'little nest'. One of his agents suggested that the nest could be exchanged for the white cross of the Swiss flag. His response was firm: "I regret that I cannot allow you to change my nest for a Swiss cross .... I cannot have a different trademark in every country; anyone can make use of a cross, but no-one else may use my coat of arms."

     Meanwhile, the Anglo-Swiss Condensed Milk Company, founded in 1866 by Americans Charles and George Page, broadened its product line in the mid-1870s to include cheese and infant formulas.The Nestlé Company, which had been purchased from Henri Nestlé by Jules Monnerat in 1874, responded by launching a condensed milk product of its own. The two companies remained fierce competitors until their merger in 1905. 

     Some other important firsts occurred during those years. In 1875 Vevey resident Daniel Peter figured out how to combine milk and cocoa powder to create milk chocolate. Peter, a friend and neighbor of Henri Nestlé, started a company that quickly became the world's leading maker of chocolate and later merged with Nestlé. In 1882 Swiss miller Julius Maggi created a food product utilizing legumes that was quick to prepare and easy to digest.

     His instant pea and bean soups helped launch Maggi & Company. By the turn of the century, his company was producing not only powdered soups, but also bouillon cubes, and sauces and flavorings.

     The Company formed by the 1905 merger was called the Nestlé and Anglo-Swiss Milk Company. By the early 1900s, the Company was operating factories in the United States, Britain, Germany and Spain. In 1904, Nestlé  added chocolate to its range of food products after reaching an agreement with the Swiss General Chocolate Company.

     Condensed-milk exports increased rapidly as the Company replaced sales agents with local subsidiary companies. In 1907, the Company began full-scale manufacturing in Australia, its second-largest export market. Warehouses were built in Singapore, Hong Kong, and Bombay to supply the rapidly growing Asian markets.

     Most production facilities remained in Europe, however, and the onset of World War I brought severe disruptions. Acquiring raw materials and distributing products became increasingly difficult. Fresh-milk shortages throughout Europe forced factories to sell almost all their supplies to meet the needs of local towns.

     Nevertheless, the war created tremendous new demand for dairy products, largely in the form of government contracts. To keep up, Nestlé purchased several existing factories in the United States. By war's end, the Company had 40 factories, and its world production had more than doubled since 1914.

     The end of World War I brought with it a crisis for Nestlé. Government contracts dried up following the cessation of hostilities, and civilian consumers who had grown accustomed to condensed and powdered milk during the war switched back to fresh milk when it became available again. In 1921, the Company recorded its first loss. Rising prices for raw materials, the worldwide postwar economic slowdown, and deteriorating exchange rates deepened the gloom.

     Nestlé's management responded quickly, bringing in Swiss banking expert Louis Dapples to reorganize the Company. He streamlined operations to bring production in line with sales and reduced the Company's outstanding debt.

     The 1920s also saw Nestlé's first expansion beyond its traditional product line. The manufacture of chocolate became the Company's second most important activity. New products appeared steadily: malted milk, a powdered beverage called Milo, a powdered buttermilk for infants, and, in 1938, Nescafé.

     The Brazilian Coffee Institute first approached Louis Dapples in 1930, seeking new products to reduce Brazil's large coffee surplus. Eight years of research produced a soluble powder that revolutionized coffee-drinking habits worldwide. Nescafé became an instant success and was followed in the early 1940s by Nestea.

     The effects of the onset of World War II were felt immediately by Nestlé. Profits dropped from $20 million in 1938 to $6 million in 1939. Neutral Switzerland became increasingly isolated in a Europe at war, and the Company transferred many of its executives to offices in Stamford, Connecticut.

     The first truly global conflict ended forever the traditional Company structure. To overcome distribution problems in Europe and Asia, factories were established in developing countries, particularly in Latin America.

     Ironically, World War II helped speed the introduction of the Company's newest product, Nescafé. After the United States entered the war, Nescafé became a staple beverage of American servicemen serving in Europe and Asia. Annual production levels reached one million cases by 1943.

     As in World War I, production and sales rose in the wartime economy: Nestlé's total sales jumped from $100 million in 1938 to $225 million in 1945. As the end of the war approached, Nestlé executives found themselves unexpectedly heading up a worldwide coffee concern, as well a company built upon Nestlé's more traditional businesses.

     The close of World War II marked the beginning of the most dynamic phase of Nestlé's history. Throughout this period, Nestlé's growth was based on its policy of diversifying within the food sector to meet the needs of consumers. Dozens of new products were added as growth within the Company accelerated and outside companies were acquired.

     In 1947, Nestlé merged with Alimentana S.A., the manufacturer of Maggi seasonings and soups, becoming Nestlé Alimentana Company. The acquisition of Crosse & Blackwell, the British manufacturer of preserves and canned foods, followed in 1960, as did the purchase of Findus frozen foods (1963), Libby's fruit juices (1971) and Stouffer's frozen foods (1973).

     Meanwhile, Nescafé continued its astonishing rise. From 1950 to 1959, sales of instant coffee nearly tripled, and from 1960 to 1974, they quadrupled. The Company's total sales doubled twice in the 15 years after World War II. The development of freeze-drying led to the introduction, of Taster's Choice instant coffee, in 1966.

     Finally, Nestlé management reached the decision to diversify for the first time outside the food industry. In 1974, the Company became a major shareholder in L'Oréal, one of the world's leading makers of cosmetics.

     After the agreement with L'Oréal in 1974, Nestlé's overall position changed rapidly. For the first time since the 1920s, the Company's economic situation deteriorated as the price of oil rose and growth in the industrialized countries slowed. In addition, foreign exchange rates deteriorated with the French franc, dollar, pound sterling, and mark all losing value relative to the Swiss franc. Finally, between 1975 and 1977, the price of coffee beans quadrupled, and the price of cocoa tripled. As in 1921, the Company was forced to respond quickly to a radically changed marketplace.

     Nestlé's rapid growth in the developing world partially offset a slowdown in the Company's traditional markets, but it also carried with it the risks associated with unstable political and economic conditions. To maintain a balance, Nestlé made its second venture outside the food industry by acquiring Alcon Laboratories, Inc., a U.S. manufacturer of pharmaceutical and ophthalmic products.

     Taking such a step in a time of increased competition and shrinking profit margins required boldness and vision. Even more than the L'Oréal move, Alcon represented a leap into unknown waters for Nestlé. But, as Group Chairman Pierre Liotard-Vogt noted, "Today we find ourselves with a very wide range of activities, all of which have one thing in common: they all contribute to satisfying the requirements of the human body in various ways."

     Under a new Chief Executive Officer, Helmut Maucher, Nestlé approached the 1980s with a renewed flexibility and determination to evolve. The Company's strategy for this period was twofold: improve its financial situation through internal adjustments and divestments, and continue its policy of strategic acquisitions.

     Thus, between 1980 and 1984, the Company divested a number of non-strategic or unprofitable businesses. At the same time, Nestlé managed to put an end to a serious controversy over its marketing of infant formula in the Third World. This debate had led to a boycott of Nestlé products by certain lay and religious organizations. This issue is still alive in some quarters, but there is no longer any significant boycott activity.

     In 1984, Nestlé's improved bottom line allowed the Company to launch a new round of acquisitions, including a public offer of $3 billion for the American food giant Carnation. At the time, the takeover, sealed in 1985, was one of the largest in the history of the food industry.

     The first half of the 1990s proved to be a favorable time for Nestlé: trade barriers crumbled and world economic markets developed into a series of more or less integrated trading areas. The opening of Central and Eastern Europe, as well as China, and a general trend towards liberalization of direct foreign investment was good news for a company with interests as far-flung and diverse as Nestlé. While progress since then has not been as encouraging, the overall trends remain positive.

     In July 2000, Nestlé launched a Group-wide initiative called GLOBE (Global Business Excellence), aimed at harmonizing and simplifying business process architecture; enabling Nestlé to realize the advantages of a global leader while minimizing the drawbacks of size.

     There were two major acquisitions in North America in 2002: in July, Nestlé announced that the U.S. ice cream business was to be merged into Dreyer's, and in August, a USD 2.6bn acquisition was announced of Chef America, Inc. , a leading U.S.-based hand-held frozen food product business.

      Also in 2002, the joint venture Dairy Partners Americas was set up with Fonterra; and Laboratoires innéov was set up, another joint venture, this time with L'Oréal.

     The year 2003 started well with the acquisition of Mövenpick Ice Cream, enhancing Nestlé's position as one of the world market leaders in the super premium category. 

     In 2006, Jenny Craig and Uncle Toby's were added to the Nestlé portfolio and 2007 saw Novartis Medical Nutrition, Gerber and Henniez join the Company.

     Nestlé  entered into a strategic alliance with the Belgian chocolatier Pierre Marcolini at the end of that year. In 2008, Nestlé began a process of selling Alcon by divesting 24.8% to Novartis.

     In 2009, Nestlé opened the Chocolate Centre of Excellence in Broc, Switzerland, with Pierre Marcolini one of the master chocolatiers.

     The new decade began with Nestlé announcing the finalisation of the sale of Alcon to Novartis which was completed mid-year. This represented a remarkable investment on behalf of Nestlé shareholders. Immediately following the Alcon announcement, Nestlé bought Kraft’s frozen pizza business.

     Further highlights were the launch of the Special.T tea machine system and the completion of the CHF 25 billion share buyback programme – and the announcement of a new  CHF 10bn programme 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2. THE STRATEGY AND BUSINESS PRINCIPLES  OF NESTLÉ COMPANY

     Nestlé’s objectives are to be recognised as the world leader in Nutrition, Health and Wellness, trusted by all its stakeholders, and to be the reference for financial performance in its industry.

      We believe that leadership is not just about size; it is also about behaviour. Trust, too, is about behaviour; and we recognise that trust is earned only over a long period of time by consistently delivering on our promises. These objectives and behaviours are encapsulated in the simple phrase, “Good Food, Good Life”, a phrase that sums up our corporate ambition.

     The Nestlé Roadmap is intended to create alignment for our people behind a cohesive set of strategic priorities that will accelerate the achievement of our objectives. These objectives demand from our people a blend of long-term inspiration needed to build for the future and short-term entrepreneurial actions, delivering the necessary level of performance. 
 

     Table 2.1 

     We are seeking to achieve leadership and earn that trust by satisfying the expectations of consumers, whose daily choices drive our performance, of shareholders, of the communities in which we operate and of society as a whole. We believe that it is only possible to create long- term sustainable value for our shareholders if our behaviour, strategies and operations are also creating value for the communities where we operate, for our business partners and, of course, for our consumers. We call this “Creating Shared Value”.

     We are investing for the future to ensure the financial and environmental sustainability of our actions and operations: in capacity, in technologies, in capabilities, in people, in brands, in R&D. Our aim is to meet today’s needs without compromising the ability of future generations to meet their needs, and to do so in a way which will ensure profitable growth year after year and a high level of returns for our shareholders and society at large over the long-term.

     Most people know us through our brands. Our portfolio covers almost every food and beverage category – giving consumers tastier and healthier products to enjoy at every eating occasion and throughout life’s stages including times of special nutritional need. Here is a sample of some of our brands. For more information, visit our Brands section 
 

     Table 2.2 

     Since Henri Nestlé first developed his successful infant cereal “Farine Lactée”, we have built our business on the conviction that to have long-term success for our shareholders, we not only have to comply with all applicable legal requirements and ensure that all our activities are sustainable, but additionally we have to create significant value for society.

     At Nestlé we call this Creating Shared Value.

     The new version of our Corporate Business Principles, updated in June 2010, will be handed over to each of our 280’000 employees by the end of 2010 and accompanied by basic learning and training tools.

     As of 2011, a modular training programme will be rolled out on the various components of the Corporate Business Principles. The depth and focus of the trainings will be established in accordance with the materiality for the different functions within the company. For example, the training on the human rights components will focus on managers and employees in countries of higher human rights risks as a priority, with the aim to having completed the first training cycle by the end of the year.

     Our Corporate Business Principles will continue to evolve and adapt to a changing world, our basic foundation is unchanged from the time of the origins of our Company, and reflects the basic ideas of fairness, honesty, and a general concern for people.

     Nestlé  is committed to the following Business Principles in all countries, taking into account local legislation, cultural and religious practices:

     1. Nutrition, Health and Wellness Our core aim is to enhance the quality of consumers lives every day, everywhere by offering tastier and healthier food and beverage choices and encouraging a healthy lifestyle. We express this via our corporate proposition Good Food, Good Life.

       Nestlé Nutritional Profiling System

     2. Quality Assurance and product safety Everywhere in the world, the Nestlé name represents a promise to the consumer that the product is safe and of high standard.

     Nestlé  Quality Policy

     3. Consumer Communication We are committed to responsible, reliable consumer communication that empowers consumers to exercise their right to informed choice and promotes healthier diets. We respect consumer privacy.

     Nestlé  Consumer Communications Principles

     4. Human rights in our business activities We fully support the United Nations Global Compact’s (UNGC) guiding principles on human rights and labour and aim to provide an example of good human rights’ and labour practices throughout our business activities.

     International Labour Organisation

     5. Leadership and personal responsibility Our success is based on our people. We treat each other with respect and dignity and expect everyone to promote a sense of personal responsibility. We recruit competent and motivated people who respect our values, provide equal opportunities for their development and advancement, protect their privacy and do not tolerate any form of harassment or discrimination.

     Nestlé  Management and Leadership Principles

     Nestlé  Code of Business Conduct

     6. Safety and health at work We are committed to preventing accidents, injuries and illness related to work, and to protect employees, contractors and others involved along the value chain.

     Nestlé  Policy on Health and Safety at Work

     7. Supplier and customer relations We require our suppliers, agents, subcontractors and their employees to demonstrate honesty, integrity and fairness, and to adhere to our non-negotiable standards. In the same way, we are committed towards our own customers. Nestlé Supplier Code

     8. Agriculture and rural development We contribute to improvements in agricultural production, the social and economic status of farmers, rural communities and in production systems to make them more environmentally sustainable.

     Nestlé  Policy on Environmental Sustainability

     9. Environmental sustainability We commit ourselves to environmentally sustainable business practices. At all stages of the product life cycle we strive to use natural resources efficiently, favour the use of sustainably-managed renewable resources, and target zero waste.

     Nestlé  Policy on Environmental Sustainability

     10. Water We are committed to the sustainable use of water and continuous improvement in water management. We recognise that the world faces a growing water challenge and that responsible management of the world’s resources by all water users is an absolute necessity.

     Nestlé  Water report

     Nestlé  continues to maintain its commitment to follow and respect all applicable local laws in each of its markets. 
 
 
 
 
 
 
 
 
 
 
 
 
 

3.MANAGING OF  NESTLÉ COMPANY 

     Nestlé  has a Board of Directors, led by our Chairman Peter Brabeck-Letmathe, who was the former Nestlé CEO. There are 15 members of the Board of Directors. Full details of each member and the committees that they operate within can be found in our Board of Directors section.

     Honorary Chairman

     Date of birth: 9th December, 1927

     Place of birth: Eisenharz (Allgäu), Germany

     Career. After graduating from high school, completed a commercial apprenticeship at the Nestlé factory in Eisenharz (Germany), and was then transferred to Nestlé in Frankfurt. Parallel to holding different positions within the Company, studied at Frankfurt University, where he graduated with a degree in business administration ("Diplom-Kaufmann").

     From 1964 until 1980, different management positions within the Nestlé Company in Germany and, from 1975 on, President and Chief Executive Officer of Nestlé-Gruppe Deutschland, Frankfurt. Finally, on 1st October, 1980, transfer to Nestlé in Switzerland as Executive Vice President of Nestlé S.A., Vevey, and Member of the Executive Committee.

     In November 1981, nomination as Chief Executive Officer of Nestlé  S.A. and from 1st June, 1990 to 5th June, 1997 both Chairman of the Board and CEO. As of 6th June, 1997, having relinquished the position of Chief Executive Officer, continued as Chairman of the Board of Nestlé S.A., Vevey Switzerland. On 25th May, 2000, relinquished the position of Chairman of the Board; named Honorary Chairman by the Board.

     Board memberships:

     Chairman of the Board of Trustees, "Stiftung Demoskopie Allensbach", Germany

     Chairman of the Board, “Universität Bayern e.V.”, Munich

     Member of the Board of Trustees, "Frankfurt Institute for Advanced Studies"

     Honors and awards:

     Fortune Magazine Gold Medal 1984

     Doctor honoris causa of the Autonomous University Guadalajara, Mexico June 1989

     Order "El Aguila Azteca" Mexico April 1993

     "Grosses Goldenes Ehrenzeichen mit dem Stern für Verdienste um die Republik Oesterreich" August 1993

      Leadership Award for Corporate Statesmanship, International Institute for Management Development (IMD) October 1993

     IMD Maucher Nestlé Chair November 1993

     Appeal of Conscience Foundation Award, New York October 1995

     INTERNORGA Prize, Hamburg March 1996

     Doctor honoris causa, European Business School, Oestrich-Winkel, Germany February 1997

     Manager Magazin Business Hall of Fame May 1997

     "Das Grosse Verdienstkreuz des Verdienstordens mit Stern der Bundesrepublik Deutschland" September 1997

     Doctor honoris causa, Technical University, Munich March 1998

     Scopus Award, Hebrew University, Jerusalem May 1999

     "Das Oesterreichische Ehrenkreuz für Wissenschaft und Kunst 1. Klasse" August 1999

     "Preis Soziale Marktwirtschaft 2004 “, Konrad-Adenauer Stiftung e.V.  November 2004

     The day to day management of the Nestlé business is taken care of by our Executive Board members. The 13 designated Board Members manage diverse parts of the global business and a full curriculum vitea of each member can be found in the Executive Board section. You can also download the Organisational Chart (Updated May 2011)

     The Nestlé Group is managed by geographies (Zones Europe, Americas and Asia/Oceania/Africa) for most of the food and beverage business, with the exceptions of Nestlé Waters, Nestlé Nutrition, Nestlé Purina Petcare, Nespresso, Nestlé Professional and Nestlé Health Science which are managed on a global basis - these we call the Globally Managed Businesses. We also have joint ventures such as Cereal Partners Worldwide and Beverage Partners Worldwide

     Financial Transactions

      Nestlé reports all transactions in Nestlé shares made by members of the Board of Directors and the Executive Board. It also includes transactions in financial instruments whose price is directly influenced by Nestlé shares. The data is as provided to the SIX Swiss Exchange for compliance purposes, updates are made upon occurrence. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

4. FINANCIAL TRANSACTIONS AND KEY FIGURES OF  NESTLÉ COMPANY 

     Nestlé  reports all transactions in Nestlé shares made by members of the Board of Directors and the Executive Board. It also includes transactions in financial instruments whose price is directly influenced by Nestlé shares. The data is as provided to the SIX Swiss Exchange for compliance purposes, updates are made upon occurrence. 

     Table 4.1

     Transaction year 2011 

All transactions are in Swiss Francs (CHF)

All transactions are of Nestlé shares (NESN)

All transactions taken place in Zurich, unless otherwise indicated

*Attribution of shares under remuneration plan. 
 

     Table 4.2

     Transaction year 2010 

All transactions are in Swiss Francs (CHF)

All transactions are of Nestlé shares (NESN)

All transactions taken place in Zurich, unless otherwise indicated

* Attribution of shares under remuneration plan

** Exercise of Management Stock Options; Strike Price CHF 36.735

*** Exercise of Management Stock Options; Strike Price CHF 27.855

**** Exercise of Management Stock Options; Strike Price CHF 32.91

***** Exercise of Management Stock Options; Strike Price CHF 30.92

****** Exercise of Management Stock Options; Strike Price CHF 37.95 

Table 4.3. 

(a) Earnings Before Interest, Taxes, Restructuring and Impairments

(b) Impacted by the disposal of 52% of Alcon outstanding capital

(c) Operating cash flow less capital expenditure, disposal of tangible assest, purchase and disposal of intangible assets, movement with assiciates as well as with non-controlling interests. 

Table 4.4