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NAME AND TITLE: Roger F. Thomson, executive vice president, chief administrative officer, general counsel and secretary, Brinker International Inc. AGE: 53 HANDLING 90,000 EMPLOYEES: Few Americans have ever heard of Dallas-based Brinker International, but millions have dined at Brinker’s nearly 1,300 restaurants, including Chili’s Grill & Bar, Romano’s Macaroni Grill, Maggiano’s Little Italy and six other casual dining chains. These restaurants, with more than $3 billion in annual sales, provide the bread and butter for some 90,000 employees — including 83,600 in nonmanagement positions as cooks, waiters, dishwashers, busboys and cashiers. Despite a large, dispersed work force in a traditionally high-turnover industry, Brinker deals with relatively few work-related lawsuits, said Thomson, which he attributed to a combination of luck and proactive employment policies. The company’s employee training programs “start right off the bat making sure that [employees] know that we don’t tolerate discrimination or harassment in any form or fashion,” said Thomson. “I’ve stressed for decades that the best way to avoid H.R. [human resources] problems is to stay close to your employees and talk, talk, talk and listen, listen, listen. As soon as we hear about a problem, we jump right on it, rather than let it sit and fester.” Some problems don’t go away, however. In January, a federal jury in Columbus, Ohio, hit Brinker with a $253,125 verdict, including $228,125 in punitives, in a race discrimination suit brought by Marcus Noble, a former server at a Romano’s Macaroni Grill. Noble, who is black, alleged that his white managers imposed bogus testing requirements and fired him for pretextual reasons. Also pending is a Title VII lawsuit filed in federal court in Chicago by Dwayne Taylor, a black man and former Chili’s cook, who alleged that he was harassed, subject to unfounded disciplinary actions and reduction of hours, and was ultimately fired for standing up to racist comments and treatment by his white manager. In March, the court denied Brinker’s motion for summary judgment on Taylor’s discriminatory animus and defamation claims. Thomson declined to comment on these cases. CHIEF COUNSEL: Thomson supervises six in-house lawyers at Brinker’s Dallas headquarters. Deputy GC Jay Tobin oversees both day-to-day functions and larger projects, including Securities and Exchange Commission (SEC) compliance. Thomson estimates that about 70 percent of the office’s output is “real estate-oriented,” related to the opening of about 150 new restaurants annually. This work includes negotiating purchase agreements and leases for new sites, drafting and overseeing construction contracts, handling zoning matters and obtaining liquor licenses and other permits. Brinker outsources all litigation. Brinker’s September 2002 annual report listed Thomson’s salary as $419,385, plus a $251,631 bonus and $258,765 in stock awards and long-term incentive payouts. LIMITING LIABILITY: Brinker’s litigation strategy is to prevent potential lawsuits through employee education, to promptly resolve legitimate complaints informally or through ADR, and to litigate if necessary, said Thomson. Employees and customers may report problems to headquarters, he said. Every restaurant prominently displays the company’s toll-free customer service number, and employees are informed of the 800 number to Thomson’s office. Brinker also enforces some of the strictest food-safety guidelines in the industry, said Thomson, explaining that the company cannot afford to be lax in this area. “If one of those production plants doesn’t do the right sanitation stuff and we get some food-borne illness in one of the restaurants, it affects the entire brand nationwide,” he said. Brinker gives restaurant managers broad discretion to handle customer complaints on food or service at the store level, said Thomson. Managers are allowed to “comp” charges for unhappy customers, or invite them back for a free meal. As with employee grievances, most customer complaints can be resolved easily if handled promptly, said Thomson. “Most people are not out looking to scam you, or get something that they don’t think they deserve,” he said. “They are pissed, and they want someone to know that they’re pissed, and they want something done about it. You can usually get all those things done in a 10- or 15-minute phone call.” Thomson estimates that the company’s caseload is “probably no more than 40 to 50 pieces of litigation at any time, and that includes the ‘bone in the hamburger’ and that kind of stuff.” CALIFORNIA COSTS: In April, Brinker announced that it would incur a one-time expense of $7.3 million resulting from an “agreement in principle” with the California Division of Labor Standards Enforcement to settle alleged violations of wage and hour regulations. The case centered on whether employees received appropriate breaks during the workday, said Thomson. Many waiters eschewed these mandatory breaks so they could continue to work and collect tips, he said. California’s labor regulations — which also include a higher minimum wage, no tip credit and higher payroll taxes — are part of a “vast, vast regulatory network that make [California] the most difficult state in the country to do business,” said Thomson. The higher labor costs are inevitably reflected in the customer’s meal bill, he said. FOOD AND FINANCIALS: As required by new financial reporting rules imposed by the SEC and the Sarbanes-Oxley legislation, Brinker, CEO Ronald A. McDougall and CFO Charles M. Sonsteby personally certified the financial statements in the company’s Sept. 24 annual report. Brinker opted against requiring internal certifications of all officers responsible for the financial reports, said Thomson. Instead, he said, the responsible officials were summoned to a meeting and questioned about their portions of the financial reports, with responses recorded in the meeting minutes. PRINCIPAL OUTSIDE COUNSEL: Brinker’s main corporate and litigation counsel is Jackson Walker of Dallas. Thomson also uses Hallett & Perrin of Dallas for corporate work, and New York’s Sullivan & Cromwell for securities matters. RISE OF A BISTRO BARRISTER: A native of Minnesota, Thomson graduated from Miami University in Ohio in 1971 with a B.A. in English. After receiving a law degree from Southern Methodist University in 1974, Thomson joined a Dallas firm, working primarily on corporate and public-utility matters. In 1982, he became general counsel at S&A Restaurant Corp., owner of the Steak & Ale restaurant chain and a subsidiary of Pillsbury Co. In 1988, Thomson joined Pillsbury’s last-ditch legal defense to a hostile takeover bid by Grand Metropolitan Ltd. The legal counterattack failed, and Met acquired Pillsbury and its subsidiaries, including S&A and Burger King Corp. Much to Thomson’s surprise, Grand Met kept him on the payroll. “I was supposed to be fired so they would give me a large severance package, but I was the only one they didn’t fire,” said Thomson. Instead, he became Burger King’s general counsel in January 1989. Brinker hired him as GC in April 1993. PERSONAL: Thomson is divorced and childless. LAST BOOK READ: “The Spiritual Age of Machines,” by Ray Kurzweil.

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