Exclusive-Ben & Jerry's board chair does not plan to resign as pressure mounts from Unilever unit

By Jessica DiNapoli

NEW YORK, Dec 7 (Reuters) - The chair of Ben & Jerry's independent board said she has no plans to resign as Unilever pressures her ahead of Monday's public spinoff of its Magnum ice cream division, which will include the Vermont-based brand. 

Magnum, a longtime division of the consumer goods conglomerate, said last month that the chair, Anuradha Mittal, "no longer meets the criteria" to serve after internal investigations, without providing further details. 

Magnum will list publicly on Euronext on Monday, and is inheriting a deepening corporate feud between Unilever and Ben & Jerry's, stemming from the politically progressive brand's stance on the Israeli-occupied Palestinian territories. 

An audit of the separate Ben & Jerry's Foundation, a U.S.-based non-profit where Mittal is also a trustee, found deficiencies in financial controls and governance. Mittal has been the chair of Ben & Jerry's independent board since 2018, according to her LinkedIn profile, and a trustee of the foundation since 2012, according to its website.

ATTEMPT TO 'UNDERMINE' THE BOARD

"The so-called audit of the foundation was a manufactured inquiry — engineered to attempt to discredit me," Mittal said in her statement, saying she will not resign. "It is important to understand that this is not simply an attack on me as chair. It is Unilever’s attempt to undermine the authority of the Board itself."

Mittal said she is carrying out her role as chair with respect for the social mission and product quality responsibilities given to the board in Ben & Jerry's 2000 merger agreement with Unilever. 

"This is not about individuals, it is about the consistent application of good governance principles and practices across The Magnum Ice Cream Company," Magnum said in a statement on Monday. 

Magnum said the audit was carried out in preparation for its demerger from Unilever.

Unilever said it had requested the audit as a matter of good governance and that Magnum was taking appropriate steps in response to the audit's findings. 

As a standalone unit, Magnum will command roughly one-fifth of the global ice cream market. The company has warned in securities filings that actions by Ben & Jerry's could result in reputational damage, boycotts or investor claims.

The Ben & Jerry's independent board is aimed at preserving the brand's social mission, while the foundation, a separate U.S.-based non-profit, receives millions in contributions solely from the company based on how much of the premium ice cream is sold. 

YEARS OF CLASHES

The board has sued Unilever twice in recent years, most recently accusing its corporate parent of censoring it over statements it wanted to make on Gaza. Unilever has said the brand had evolved into one-sided advocacy on polarizing topics.

In a separate statement, the foundation's board of trustees said it has been told that the audit's "central unresolved issue is Unilever/Magnum’s demand that Anuradha Mittal ... be removed as a Foundation trustee." 

It said Magnum and Unilever continues to withhold funding for the foundation despite contractual obligations and the organization's cooperation with the audit. 

Magnum said it had fully funded the foundation for 2025 and was ready to do so in the future, provided the trustees address the governance issues it raised.

The counsel for the independent board added that the Ben & Jerry's Foundation's governance has been the same for over 20 years.

"Either Unilever has been asleep at the wheel for over 20 years while disbursing millions, or there is an ulterior motive," it said.

(Reporting by Jessica DiNapoli in New York; editing by David Gaffen, Nick Zieminski and Bernadette Baum)