Exhibit 99.6
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20 February 2007
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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. |
Three directors resign from James Hardie Board
The Board of James Hardie announced today that it has regretfully accepted the resignations
from the Board and Board Committees of Chairman, Meredith Hellicar, and non-executive directors,
Michael Brown and Michael Gillfillan. Copies of their letters of resignation are attached to this
announcement.
Announcing the resignations, Acting Chairman, John Barr said the company acknowledges the valuable
contributions of the three departing directors during their term, especially in helping finalise
the asbestos compensation funding proposal that was approved by security holders on 7 February 2007
and regrets that they have found it necessary to resign their Board positions.
The Board acknowledges that these three directors have put the best interests of the company ahead
of their own personal circumstances in deciding to remove any conflict of interest by bringing
forward their resignations, Mr Barr said.
All three have made invaluable contributions to the company, but I must single out Meredith
Hellicar for special thanks for her role as the Chairman of James Hardie Industries NV during the
negotiations on the asbestos compensation settlement. Meredith worked incredibly hard, at great
personal cost, to gain the equitable conclusion we have just reached for all stakeholders and we
owe her a debt of gratitude for that.
The resignations bring forward by some months the planned departures from the James Hardie Board of
each of the three directors. When Meredith Hellicar and Michael Gillfillan were re-elected to the
Board last September, they each announced that they would resign during their current three-year
term. Michael Brown announced his plans for departure within three years when he was re-elected in
September 2005.
Board renewal has largely been completed with two new directors appointed in December 2006 (Brian
Anderson and Don DeFosset) and two more in February 2007 (Michael Hammes and Rudy van der Meer).
Following the directors resignations, the Board has announced that the current deputy chairman,
John Barr, has been appointed Acting Chairman and Donald McGauchie has been appointed Acting Deputy
Chairman.
Brian Anderson has been appointed chairman and designated financial expert of the companys Audit
Committee, replacing former chairman, Michael Brown. The other members of the Audit Committee are
Michael Hammes and James Loudon. Mr Loudon had previously advised his plans to retire from the
Board on 31 March 2007, but he has now agreed to stay on for a brief period to oversee the smooth
transition to the new directors.
END
Page 1 of 5
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
The exhibit attached to this Company Statement 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 about the timing and amount of payments to the Asbestos Injuries
Compensation Fund (AICF), a special purpose fund for the compensation of proven
asbestos-related personal injury and death claims; |
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expectations with respect to the effect on our financial statements of those payments; |
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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; required contributions to the AICF and the effect of
foreign exchange on the amount recorded in our financial statements as an asbestos provision;
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.
Page 2 of 5
20 February 2007
Mr John Barr
Deputy Chairman
James Hardie Industries NV
Atrium, 8th Floor
Strawinskylaan 3077
1077ZX Amsterdam
The Netherlands
Dear John
Following last weeks announcement by ASIC that it has initiated proceedings against me
and the other former non-executive Directors of JHIL, as well as against JHI NV and JHIL
and certain former senior executives, I appreciate greatly the Supervisory Boards support
and its request that I remain as Chairman of JHINV.
However, as I said to you on the phone, although the Supervisory Board has put in place a
Special Matter Committee to ensure that decisions by JHI NV in relation to the proceedings
would be independent of me (and the other directors involved), I believe that for me to stay
on the Board at this time may create perceptions that the Board is affected by conflict of
interest in this regard and that this could possibly limit the companys ability to deal with
these matters.
I was
delighted to see at our Board meeting earlier this month how quickly our new Directors
have come up to speed and already begun to contribute so strongly to the company and am
confident of the excellent quality of the other candidates we have identified. I am also
pleased that my expectation that we will now have sufficient available strength on the Board
from which to select a new Chairman has proved correct.
As you are aware, I assumed the Chairmanship with the commitment that I would stay until
we had secured an appropriate asbestos funding arrangement and undertaken the process
of Board renewal. In anticipation of achieving those in the early part of this year, I
announced at our AGM in 2006 that I would retire from the Board during my current term.
Although we had anticipated that my retirement might take place several months from now,
in light of last weeks developments and the resulting potential for perceived conflict, I feel it
is best that I resign from the Supervisory Board of JHINV at the earliest opportunity and
preferably with immediate effect.
I am immensely proud of our asbestos settlement and am confident of the companys future
success and the strength and calibre of the Board to lead the company into its next phase. I
wish the company the very best and look forward to maintaining my friendships, both old
and new, with all my fellow Directors.
Your sincerely,
Meredith Hellicar
Chairman
Michael R. Brown
20 February 2007
The Supervisory Board
c/o The Secretary
James Hardie Industries NV
Atrium, 8th Floor
Strawinskylaan 3077
1077ZX Amsterdam
The Netherlands
Dear Ben,
As you are aware, at the time of my last re-election to the Supervisory Board in 2005, I
indicated that I would retire from the Supervisory Board during my current term of office.
I think the appropriate time has arrived, and I hereby submit my resignation from the
Supervisory Board of JHI NV, effective immediately.
I greatly appreciate the indication of support I have had from the Supervisory Board in
requesting that I remain a member of it. However I consider that to do so may be
awkward both for JHI NV and other members of the Supervisory Board, and for me, in
the light of the process required for me and others (including JHI NV) to defend
themselves against the various claims made last week by ASIC. In light of JHI NVs
involvement as a co-defendant in ASICs claims, and despite the corporate governance
procedures put in place by the Supervisory Board to ensure that this is not the case, it
may be perceived that decisions by JHI NV in relation to ASICs clams might be
affected by conflict of interest.
I resign confident that, with the recent addition of several new directors, I leave the
Supervisory Board in good shape to govern the company.
I have been pleased to be part of the extraordinary growth and development of James
Hardie over the past fourteen years, and wish the company every continuing success.
Sincerly,
20 February 2007
The Secretary
James Hardie Industries NV
Atrium, 8th Floor
Strawinskylaan 3077
1077ZX Amsterdam
The Netherlands
Dear Ben,
As you are aware, at the time of my last re-election to the Supervisory Board in 2006, I
indicated that I would retire from the Supervisory Board during my current term of office.
I think the appropriate time has arrived, and I hereby submit my resignation from the
Supervisory Board of JHI NV and Committees, effective immediately.
I greatly appreciate the indication of support I have had from the Supervisory Board in
requesting that I remain a member of it. However I consider that to do so may be
awkward both for JHI NV and other members of the Supervisory Board and for me in
the light of the process required for me and others (including JHI NV) to defend
themselves against the various claims made last week by ASIC. In light of JHI NVs
involvement as a co-defendant in ASICs claims, and despite the corporate governance
procedures put in place by the Supervisory Board to ensure that this is not the case, it
may be perceived that decisions by JHI NV in relation to ASICs clams might be
affected by conflict of interest.
I resign confident that, with the recent addition of several new directors, I leave the
Supervisory Board in good shape to govern the company.
I have been pleased to be part of the extraordinary growth and development of James
Hardie over the past several years, and wish the company every continuing success.
Sincerly,