Document 4abnJ8057VqXx0gVxjprGOJm1

FILE NAME Cape Asbestos CAPE DATE 1983 Apr 21 DOC CAPE119 DOCUMENT DESCRIPTION Legal - Deposition of John Neil Clarke Legal Tibbs Case Exhibit 17 PL 3216781 | ELECTRONICALY ELECTRONICALY ELCTRONIAY 03 STATE OF ILLINOIS IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT | | FILED 3 COUNTY OF MCLEAN - 4 -- ee er rte rH ~ 5 | 6 LOIS J. THACKER et al , Plaintiff 7 V. 8 UNR INDUSTRIES INC et al ' g Defendants x -- on fe oe 08 00 +e a8 ee : No. 82 L 49 2023 Oct 18 11:39 ' 11:39 AM - RIC-HLAND COMON PLEAS 14 Deposition of MR JOHN NEIL CLARKE produced sworn - CASE 15 and examined the 21st day of April 1983 at the officeosf Messrs 16 Linklaters & Paines Barrington House 59-67 Gresham Street 2023CP4001759 203CP41759 17 London EC2V 7JA England , 18 Walter H. Clark of 24 Chancery Lane London WC2A ILS 19 England acted as Reporter 2 2 24 24 3K TER ELECTRONICALLY services to one of our subsidiary companies If I can then I 2 turn to the case of the Anglo American I think the normal FELICTRLONEIADLY term that would tend to be used would be associated companies because they would be gold mines or coal mines in which Anglo - 2023 American or its investment companies had an investment Oct interest and retain an investment interest and to which the 18 18 sim 11:39 Anglo American Corporation might supply and normally does 11:39 supply very high level technical services AM - Charter Consolidated Services provides services to some 10 corporations in which Charter does not own stock RICHLAND RICHLAND 11 A Absolutely yes 12 ODO And those you call clients 13 A We call those client companies - 14 Then it also provides services to corporations in which PLEAS - 15 Charter does own stock 16 A Yes 203CP41759 17 18 What do you call those Client companies or in some cases they would be subsidiary 19 companies or in some cases they would be companies in which 203CP401759 20 we also had an investment We regard them all as client 21 companies The only distinction is whether we have an 22 investment or whether we don't In terms of the provision 23 of services it makes no difference 24 25 26 27 28 A. CLARK REPORTER And the difference between a subsidiary and a company in which|: Fs you have an investment is in terms of stock ownership or some other quantitative difference What is the difference The position of subsidiary is purely the distinction when the shareholding interest exceeds 50.01 per cent ne. 13 + Do in you know which it if Anglo American provides has no ownership interest services to ELCTRONIALY corporations POLAK At the present time FILED - A I can't speak for the present time because I have no direct or intimate knowledge During the period when I had 2023 knowledge when I was in Johannesburg I can't immediately think of an 18 instance where it supplied services to a company in which it 1 :39 did not have an investment interest That does not mean to AM - say that there was not one merely that I have no knowledge of RIGHLAND 10 it - 11 MR WALKER You are a member of the board of Cape Industries COMON 12 am at the current time yes 13 Q How long have you been In other words when did you first 14 start PLEAS - A I joined the board of Cape Industries early in 1980 16 Q And have you been on it ever since 203CP41759 17 A I have 18| Q Are you on the board of any of its subsidiaries 19 A I am not 2023CP401759 2 Q Have you ever been 2 A I have not 2 2 24 5 26 27 28 REPORTER x. Q How did it come to be that you are on the board of Cape A When I became managing director of Charter in 1979 Cape was Charter's largest industrial subsidiary company and I had relatively little knowledge of its business I thought as chief executive of Charter I should know and understand the business as best I can it was an important investment interest for Charter and I talked to the chairman of Cape 14 10 11 12 13 15 16 17 18 19 20 2 23 24 25 26 27 28 1. CLARK BEPORTER ELECTRONICAL Y ELECTRONICALY about this and he in fact suggested that I should join the board of Cape and then I would be able to see at first hand EFLCITRLONIEADY what the business of the company was about as a executive director - Who was the chairman of the board of Cape 2023. Oct The chairman of the board of Cape at that time was Lionel 18 Stopford Sackville If I may I would like just to correct 1 :39 my previous answer because I had assumed I think it was AM = only in May 1980 that Geoffrey Higham became the chairman of Cape but in fact the person I talked to was Geoffrey Higham RICHLAND.COM N who was the managing director of Cape My former colleague RICHLAND.COMMON RICHLAND.COM N Lionel Stopford Sackville was about to retire from the chair So which part of your answer did you correct then PLEAS PLEAS A The part I would like to correct is I think I said I talked to the chairman of Cape In fact I talked to Geoffrey Higham who was the managing director of Cape and who I knew would take over as the chairman of Cape How did you know that It was known that Lionel Stopford Sackville would retire from RICHLAND.OM the chairmanship of Cape and I knew from my colleagues who were on the Cape board that Geoffrey Higham was intended to take over as the chairman from him - By whom was Geoffrey Higham intended to take over A I don't understand the question You talked to Higham apparently in late 1979 or early 1980 A Just so Yes Q And at that time Higham was managing director he was on the board but he was not chairman of the board is that true 15 oa ELCTRONICALY CRIT ELCTRONICALY RAMOS That is correct ELCTRONIAY 2 And you said you learned from your colleagues that it was intended that when Stopford Sackville retired from the board - 2023 of Cape and therefore ceased being its chairman it was 2023 intended that Higham would become chairman of the board is Oct 1:39 that true 18 A It was intended that he would become chairman AM Q And my question is Who intended this - A The board of Cape Industries 10 Q Which members of the board did you learn from that Higham RICHLAND 11 was intended to be the next chairman 12 13 tte, 14 wne t, 15 COM ON From my charter executive colleagues who were directors of Cape Industries at that time and also from the other non- PLEAS PLEAS executive directors of Cape - Who were your colleagues at Charter that were on the Cape 16 board 203CP41759 17 John Richardson and Francis Howard 18 Did you personally talk to the other Cape board members before 227 you went on the board 227 POLAK What about 227 MR WALKER About anything 2 A No I think not I might well have talked to Messrs Richard- 23 son and Howard but not about this specific subject My only 24| 25 26 27 recollection is discussing it with Geoffrey Higham Did even Higham himself know he was going to be the next chairman of the Cape board He would have been aware of that 28 LARK PORTE.R. Did he tell you that 16 ELECTRONICAL Y ELCTRONIALY A He did not tell me that Q So you learned from either Richardson or Howard that the boarELCTRONICALY ELECTRONICALLY of Cape -- strike that You learned in late 1979 or early FILED 1980 from either Richardson or Howard or both that the board - of directors of Cape intended that Geoffrey Higham would be 2023 the Oct next chairman of the board after Stopford Sackville stopped 18 1 :39 serving as chairman is that correct 11:39 A Correct May I just give you an understanding of this which AM - might assist you RICHLAND Q You may A I would have returned to become managing director of Charter COMMON I would be aware because it was known to me that Lionel COMON Stopford Sackville was retiring as chairman of Cape As COMON managing director of Charter I had to make an assessment of PLEAS all of Charter's investment positions I would have said to CASE Messrs Richardson and Howard Now I understand that Lionel CASE is retiring as the chairman of Cape Who is going to succeed | him They would say to me It has been discussed CP401759 Geoffrey Higham is the person who is going to take over CP401759 At that time was Higham a Charter employee A He was not a Charter employee He was a executive director -A executive director of Charter or Cape A A executive director of Charter Q He is currently a Charter employee is that correct A He is an executive director of Charter He is employed by H Charter Consolidated Services In fact he is on a contract of secondment from Cape Industries 3 10 11 12 13 os, 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CLARK SPORTER ELECTRONICALLY Is that a written contract It is an exchange of letters which amounts to a written ELCTRONIALY contract FILED - One letter from each company or more than one 2023 It would be one letter from Charter Consolidated Services to Cape Industries so far as I know Oct I have no knowledge of any other letters 11:39 AM Who prepared the letter from Charter to Cape concerning this - contract of and I know I will butcher the word secondment RICHLAND Secondment It would have been prepared by the personnel - consultant of Charter on Charter's behalf we And then is there some type of acceptance by Cape Ce OM ON There would be a letter of acceptance by Cape PLEAS PLEAS Have you seen the specific letter as it regards Geoffrey - Higham I have seen the specific letter from Charter to Cape I have 203CP41759 not seen to my knowledge the response from Cape Does the Charter to Cape letter basically set forth all the terms so that you would anticipate that all Cape would have done is say We acknowledge this situation The letter from Charter would certainly set out the terms I can't speak to the acknowledgement from Cape because I haven't seen it What I mean is Would you anticipate that about all they would do is accept or reject or do you think they would have said Well we don't like that deal but why don't we do it under this deal It would be left to the personnel consultant of Charter If 18