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Name and title: Steven J. Kemps, executive vice president, general counsel and corporate secretary. Age: 44. Food and beverage goliath: Dean Foods Co. is one of the leading food and beverage companies in the United States. It is the country’s largest processor and distributor of milk and other dairy products. Its WhiteWave Foods division is the foremost domestic manufacturer of soy milk, organic milk and other organic foods. The company’s origins date to 1925, with Sam Dean Sr.’s acquisition of an Illinois-based evaporated milk plant. Today, Dean operates more than 100 plants across the United States and the United Kingdom. Milk represents one-quarter of the agribusiness giant’s sales. The rest is derived from soy products, creams and creamers; water, juices and drinks; and ice cream, yogurt, cottage cheese, sour cream and dips. The company produces 80 percent of the store-brand pickles sold. Dean employs more than 27,000 people, and recently reported approximately $11 billion in revenues. The company’s worldwide headquarters are in Dallas. Legal team and outside counsel: Eleven attorneys report to Kemps, who reports to Chairman and Chief Executive Officer Gregg Engles. Nine other professionals round out his department, eight of them paralegals. For the past 2 1/2 years, Kemps has served under Michelle Goolsby, the executive vice president for development, sustainability and corporate affairs and former general counsel, who first hired him as deputy general counsel (and who is leaving the company on Aug. 1). He emphasized the importance of having a “fantastic” mentor like Goolsby at a crucial point in his career. Dean’s legal squad is a fully staffed department covering “the vast majority of disciplines.” Kemps retains outside counsel when needed, depending on the issue at hand. He draws from both regional and national firms, whose identities he preferred to keep confidential. He is familiar with foreign laws, but calls upon international counsel when appropriate. Kemps is well aware of the value of external partners, a lesson gleaned from Goolsby. “Trusted outside counsel in a multitude of disciplines is a cornerstone of success,” he said. Daily dairy duties: Kemps is responsible for corporate governance matters, securities law compliance, mergers and acquisitions and general legal support for business operations. He counsels Dean’s board of directors, and dispenses advice to the audit, compensation and governance committees. He prepares materials and agendas for meetings. Kemps serves on both the disclosure committee and the investment committee. He is the principal adviser with respect to the Securities and Exchange Commission, the New York Stock Exchange and in matters pertaining to the Sarbanes-Oxley Act of 2002. Management of significant litigation is another area of responsibility. Dean “absolutely” is concerned with food safety, Kemps said. A quality-assurance team monitors production, and a Kemps attorney with expertise in this area intervenes if problems arise. The legal team oversees plant safety and response to employee injuries, as well. Due to the perishable nature of its products, the milk industry tends to be regionally oriented. As a result, a “significant” portion of Kemps’ duties involves purchases from local farmer cooperatives. Real estate is another province of Dean’s legal team, as is contract-related work and issues generated by the company’s extensive use of refrigerated trucks. Significant transformation: Dean Foods is undergoing a fundamental transformation, which is having an effect on all company areas including the legal department. Particularly throughout the 1980s and 1990s, Dean grew through a series of acquisitions. These established a network of separate, independent companies. The parent group now is attempting to centralize and coordinate its businesses as a single large operation, rather than stockpiling small satellites. “I am dealing with a host of issues relating to that,” Kemps said. Regulated industry: The dairy business is “quite regulated,” Kemps said, and there are a number of rules that apply to the food and beverage processes. Milk prices are determined by the federal government, and state regulators have their say, too. Regulators set monthly minimum prices for raw milk, and have done so “probably for the last 70 or more years.” In addition to oversight by the SEC and NYSE, Dean’s business is monitored by the U.S. Food and Drug Administration and the Department of Agriculture, among others. It must satisfy federal requirements concerning the status of organic foods. Another set of regulations governs its U.K. operations. Route to present position: Before arriving at Dean Foods, Kemps served from 1997 until 2006 in a variety of legal positions at consumer products company Kimberly-Clark Corp., primarily in Dallas. Before moving in-house, he practiced at Dorsey & Whitney. As an associate, beginning in 1993, he focused on mergers and acquisitions, securities offerings, general corporate law and securities litigation. From 1991 until 1993, Kemps clerked for Chief Judge Paul A. Magnuson of the U.S. district court in St. Paul, Minn. Kemps described his federal clerkship as a valuable opportunity to witness decision-making, both from the criminal and civil sides. He credits his stint as having afforded him a priceless perspective into the legal process and “the inner workings of the courts.” He said that he calls on this experience when directing litigation or during contract disputes. Kemps was a staff auditor for KPMG Peat Marwick in Minneapolis from 1987 until 1988. Personal: Kemps is a native of Appleton, Wis. He and his wife, Laurie, are the parents of sons John, 11, and Sam, 9. He is a self-described hockey nut. Kemps graduated from the University of Wisconsin School of Business in 1986 with a B.B.A. in accounting. He received a juris doctorate from the University of Wisconsin Law School, graduating cum laude in 1991. Kemps offered this advice to a future successor: “Broaden your experience. Having a working knowledge of litigation, labor and employment law, SEC, corporate governance — all disciplines — is key.” Last book and movie: “First, Break All the Rules: What the World’s Greatest Managers Do Differently,” by Marcus Buckingham and Curt Coffman; and “The Incredible Hulk.”

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