Exhibit 99.1
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15 December 2006
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For media enquiries please call Cameron Hamilton on: |
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Tel: (02) 8274 5304 or Mob: 0425 344 688. |
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For analyst enquiries please call Steve Ashe on: |
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Tel: (02) 8274 5246 Mob: 0408 164 011. |
James Hardie appoints two Directors and endorses
two more for shareholder vote
The Supervisory Board of James Hardie Industries has appointed Brian Anderson and Don DeFosset
to the companys Supervisory and Joint Boards (the Board), effective 14 December 2006. Mr Anderson
has also been appointed a member of the Audit Committee and Mr DeFosset a member of the
Remuneration Committee.
The Board has also endorsed two candidates, Michael Hammes and Rudy van der Meer, to stand for
election at the Extraordinary General Meeting (EGM) of shareholders to be held in The Netherlands
on 7 February 2007. Messrs Hammes and van der Meer were unable to be appointed immediately by the
Board due to restrictions under Dutch law on the number of appointments the Supervisory Board is
able to make.
As required by the companys Articles of Association, Messrs Anderson and DeFosset will also stand
for re-election at the EGM.
The appointment of Mr Anderson was foreshadowed by the Chairman, Meredith Hellicar, in her address
to the companys 2006 annual meetings in September. Mr Anderson is a US resident with extensive
financial and business experience at both executive and board levels. In a 13-year career at
Baxter International, Inc, Mr Anderson held the positions of Corporate Vice President of Finance,
Senior Vice President and Chief Financial Officer. More recently, he was Executive Vice President
and Chief Financial Officer of OfficeMax, Inc. Mr Anderson is a former Audit Partner of Deloitte &
Touche LLP and he is accredited as a Certified Public Accountant. He is a Director and Chair of the
Audit Committee of A.M. Castle & Co., Director of Pulte Homes Corporation and Director and Chair of
the Audit Committee for W.W. Grainger, Inc.
Mr DeFosset is also a US resident, with broad executive experience in the resources, automotive
components, transport and logistics and industrial sectors. He was Chairman, President and CEO of
Walter Industries, Inc; Chief Operating Officer of Dura Automotive Systems, Inc; and Corporate
Executive Vice President and President of Navistar International Corporation. He currently serves
as a Director and Member of the Audit Committee of Regions Financial Corporation; Director of
Safelite Glass Corporation; and Director, Chairman of the Audit Committee and Member of the
Compensation Committee of Terex Corporation.
Mr Hammes has extensive commercial experience at senior executive level in the medical products,
hardware and home improvement, and automobile sectors. He is CEO and President of Sunrise Medical,
Inc and former Chairman and CEO of Guide Corporation, and of Coleman Company, Inc. Mr Hammes is a
Director of Sunrise Medical and Navistar International Corporation, and is Chairman of the Navistar
Nominating and Governance Committee, and a Member of the Navistar Compensation, Finance and
Executive Committees. He is a US resident.
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Netherlands resident, Mr van der Meer, has considerable knowledge of global businesses and the
building and construction sector. Over a 32-year association with Akzo Nobel N.V, he held senior
positions including CEO Coatings and CEO Chemicals; member of the five-member Executive
Board; Division President Akzo Salt & Base Chemicals and member of the Executive Board Akzo
Salt & Base Chemicals. He is Chairman of the Supervisory Board of Imtech N.V.; a Member of the
Supervisory Board of Hagemeyer N.V.; a Member of the Supervisory Board of ING Bank Nederland N.V.
and ING Verzekeringen (Insurance) Nederland N.V.; Chairman of the Supervisory Board of Norit
International B.V.; and Chairman of the Supervisory Board of Energie Beheer Nederland B.V.
James Hardie chairman, Meredith Hellicar, said the appointments and nominations reflected her
previously stated intention to address the issue of Board renewal. We promised a planned and
structured renewal process that would provide for a smooth transition between Directors, and we
have now taken significant steps to achieve this, she said.
I am confident that Brian, Don, Michael and Rudy have the personal qualities and values to make an
important contribution to the balanced composition of this demanding Board. Additionally, they will
add considerable depth to the Boards business and finance experience, particularly in its most
significant market of the United States.
At James Hardies 2005 Annual General Meeting, Director James Loudon stood for and was re-elected
to the Supervisory and Joint Boards, but indicated his intention to retire from these Boards at an
appropriate time during the course of his three year term. Mr Loudon has now advised that he will
retire from the Board with effect from 31 March 2007. Ms Hellicar expressed the Boards immense
appreciation of Mr Loudons most valuable contribution to James Hardie and his commitment to the
company during a difficult period of its history.
END
Please view the following details.
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Background Information
New James Hardie Directors
Brian Anderson BS, MBA, CPA
Age 56
Brian Anderson was appointed as an independent Non-Executive Director of the James Hardie on 14
December 2006. He was also appointed a member of the Audit Committee.
Experience: Mr Anderson has extensive financial and business experience at both executive and board
levels. He has held a variety of senior positions, with thirteen years at Baxter International,
Inc, including seven years as Corporate Vice President of Finance, Senior Vice President and Chief
Financial Officer (1997-2004) and, more recently, as Executive Vice President and Chief Financial
Officer of OfficeMax, Inc (2004-2005). Earlier in his career, Mr Anderson was an Audit Partner of
Deloitte & Touche LLP (1986-1991) and he is accredited as a Certified Public Accountant (1976).
Directorships of listed companies in past three years: Current Director and Chair of the Audit
Committee of A.M. Castle & Co. (since July 2005); Pulte Homes Corporation (since September 2005);
Director (since 1999) and Chair of the Audit Committee (since 2003) for W.W. Grainger, Inc.
Other: Director of The Nemours Foundation (since January 2006); resident of the United States.
Don DeFosset BS, MBA
Age 58
Don DeFosset was appointed as an independent Non-Executive Director of James Hardie on 14 December
2006, to fill a casual vacancy on the Board. He was also appointed a member of the Remuneration
Committee.
Experience: Mr DeFosset has broad executive experience in the homebuilding and mortgage, resources,
automotive components, transport and logistics and industrial sectors. Previous roles include
Chairman, President and CEO of Walter Industries, Inc (2000-2005), COO and Board Member of Dura
Automotive Systems, Inc (1999-2000), Corporate Executive Vice President and President of Navistar
International Corporation (1996-1999), various senior executive roles with AlliedSignal, Inc
(1992-1996); Executive Vice President, Operations of Mack Trucks, Inc (1989-1992) and various
senior executive roles with Rockwell International (1971-1989).
Directorships of listed companies in past three years: Director and Member of the Audit Committee
of AmSouth Bancorporation N.A (since October 2005); Director and Member of the Compensation
Committee of Safelite Glass Corporation; Director, Member of the Compensation Committee and Chair
of the Audit Committee of Terex Corporation (since 1999).
Other: resident of the United States.
Background information continued on the following page.
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Background Information continued
James Hardie Director candidates
Michael N Hammes BS, MBA
Age 64
Experience: Mr Hammes has extensive commercial experience at the senior executive level. He has
held a number of executive positions in the medical products, hardware and home improvement, and
automobile sectors, including CEO and President of Sunrise Medical, Inc (2000-present), Chairman
and CEO of Guide Corporation (1998-2000), Chairman and CEO of Coleman Company, Inc (1993-1997),
Vice Chairman of Black & Decker Corporation (1992-1993) and various senior executive roles with
Chrysler Corporation (1986-1990) and Ford Motor Company (1979-1986).
Directorships of listed companies in past three years: Director of Sunrise Medical (since 1998);
Director of Navistar International Corporation (since 1996). Mr Hammes is currently Chairman of
the Navistar Nominating and Governance Committee, and a Member of the Navistar Compensation,
Finance and Executive Committees.
Other: Previous Member of the Board of Directors of Johns Manville Corporation; Member of the Board
of Visitors, Georgetown Universitys School of Business, resident of the United States.
It is intended to appoint Mr Hammes a member of the Audit Committee.
Rudy M J van der Meer, M.Ch.Eng
Age 61
Experience: Mr van der Meer is an experienced executive, with considerable knowledge of global
businesses and the building and construction sector. During his 32 year association with Akzo
Nobel N.V., he held a number of senior positions including CEO Coatings (2000-2005), CEO -
Chemicals (1993-2000), member of the five member Executive Board (1993-2005), Division President -
Akzo Salt & Base Chemicals (1991-1993) and member of the Executive Board Akzo Salt & Base
Chemicals (1989-1991).
Directorships of listed companies in past three years: Current Chairman of the Supervisory Board
of Imtech N.V. (since 2005); Member of the Supervisory Board of Hagemeyer N.V. (since 2006); Member
of the Supervisory Board of ING Bank Nederland N.V. and ING Verzekeringen (Insurance) Nederland
B.V. (since 2004); Chairman of the Supervisory Board of Norit International B.V. (since 2005);
Chairman of the Board of Energie Beheer Nederland B.V. (since 2006).
Other: Previous appointments include Chairman of VNCI (Association of the Dutch Chemical Industry)
(1994-2000); Member of the Supervisory Board of Gelderse Papier N.V. (1994-2000); Member of the
Board of CEFIC (European Chemical Industry Council) (1998-2002); Member of the Board and Executive
Committee of the American Chemistry Council (1996-2002); Member of the Board of the European
Council Paint, Printing Ink and Artists Colours Industry (2004-2005); Chairman of the Board of
Foundation Toekomstbeeld der Techniek (1999-2005); Member of the ING Group N.V. Advisory Council
(1997-2005). Mr van der Meer is a resident of The Netherlands.
It is intended to appoint Mr van der Meer a member of the Nomination & Governance Committee.
Contact details are on the following page.
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Media Enquiries:
Cameron Hamilton
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Telephone:
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61 2 8274 5304 |
Mobile:
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61 425 344 688 |
Email:
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[email protected] |
Facsimile:
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61 2 8274 5218 |
Investor and Analyst Enquiries:
Steve Ashe Vice President Investor Relations
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Telephone:
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61 2 8274 5246 |
Mobile:
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61 408 164 011 |
Email:
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[email protected] |
Facsimile:
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61 2 8274 5218 |
www.jameshardie.com
Disclaimer
This Company Announcement contains forward-looking statements. We may from time to time make
forward-looking statements in our periodic reports filed with or furnished to the United States
Securities and Exchange Commission on Forms 20-F and 6-K, in our annual reports to shareholders, in
offering circulars and prospectuses, in media releases and other written materials and in oral
statements made by our officers, directors or employees to analysts, institutional investors,
representatives of the media and others. Examples of forward-looking statements include:
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expectations that the conditions precedent to the Final Funding Agreement will be satisfied; |
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expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury
and death claims; |
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expectations concerning the Australian Tax Office amended assessment; |
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expectations that our credit facilities will be extended or renewed; |
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projections of our operating results or financial condition; |
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statements regarding our plans, objectives or goals, including those relating to competition, acquisitions,
dispositions and our products; |
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statements about our future performance; and |
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statements about product or environmental liabilities. |
Words such as believe, anticipate, plan, expect, intend, target, estimate, project,
predict, forecast, guideline, should, aim and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number
of important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements. These factors,
some of which are discussed under Risk Factors beginning on page 5 of our Form 20-F filed on 29
September 2006 with the Securities and Exchange Commission, include but are not limited to: all
matters relating to or arising out of the prior manufacture of products that contained asbestos by
current and former James Hardie subsidiaries; compliance with and changes in tax laws and
treatments; competition and product pricing in the markets in which we operate; the consequences of
product failures or defects; exposure to environmental, asbestos or other legal proceedings;
general economic and market conditions; the supply and cost of raw materials; the success of our
research and development efforts; our reliance on a small number of product distributors;
compliance with and changes in environmental and health and safety laws; risks of conducting
business internationally; compliance with and changes in laws and regulations; foreign exchange
risks; the successful implementation of new software systems; and the successful implementation of
the internal control over financial reporting requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, as codified by Item 308 of regulation S-K. We caution you that the foregoing list of
factors is not exhaustive and that other risks and uncertainties may cause actual results to differ
materially from those in forward-looking statements. Forward-looking statements speak only as of
the date they are made.
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