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Exhibit 24.1
GENENCOR INTERNATIONAL, INC.
OFFICERS' AND DIRECTORS' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being Directors or
Officers of GENENCOR INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), which anticipates filing with the Securities and Exchange
Commission (the "Commission"), under the provisions of the Securities Act of
1933, as amended (the "Act"), a Registration Statement on Form S-8 to register
under the Act all of the shares of the Corporation's Common Stock issuable upon
the exercise of options, or the maturity or exercise of stock appreciation
rights, now or hereafter awarded under the Genencor International, Inc. Stock
Option and Stock Appreciation Right Plan (the "Registration Statement"), DO
HEREBY constitute and appoint W. THOMAS MITCHELL and RAYMOND J. LAND, and each
of them, the attorneys of the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned:
(1) to sign and file on behalf of the undersigned the
Registration Statement and any and all amendments thereto, any and all exhibits
thereto and any and all applications or other documents to be filed with the
Commission pertaining to the securities covered by the Registration Statement,
with full power and authority to do and perform any and all acts and things
whatsoever under and in accordance with the Act and the rules and regulations
promulgated thereunder by the Commission, hereby ratifying and approving the
acts of such attorney or attorneys, or any such substitute or substitutes; and
(2) to take any and all action which they may deem necessary or
desirable to register or qualify the Corporation and further to register or
qualify the securities of the Corporation under the Blue Sky or securities laws
of such states as they may deem necessary and desirable, and in connection
therewith to prepare, execute, acknowledge and file such applications,
certificates, affidavits, covenants, consents to service of process and other
documents as such attorneys may deem necessary or desirable.
This Instrument may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the same
Instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Registration
Statement in the capacities and on the dates indicated.
Dated: June 29, 2000 /s/ W. Thomas Mitchell
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W. THOMAS MITCHELL
President and Chief Executive Officer
Dated: June 29, 2000 /s/ Raymond J. Land
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RAYMOND J. LAND
Senior Vice President and
Chief Financial Officer
Dated: June 29, 2000 /s/ Soren Bjerre-Nielsen
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SOREN BJERRE-NIELSEN, Director
Dated: June 29, 2000 /s/ J. L. Chitwood
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JAMES L. CHITWOOD, Director
Dated: June 29, 2000 /s/ Bjorn Mattsson
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BJORN MATTSSON, Director
Dated: June 29, 2000 /s/ Robert H. Mayer
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ROBERT H. MAYER, Director
Dated: June 29, 2000 /s/ David M. Pond
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DAVID M. POND, Director
Dated: June 29, 2000 /s/ James P. Rogers
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JAMES P. ROGERS, Director
