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<PAGE>
MEMORANDUM CH2M HILL
__________________________________________________________________________
Announcement of Slate of Directors for 2001
TO: Employees and Shareholders of CH2M HILL Companies, Ltd.
DATE: January 8, 2001
This announcement, provided as required by CH2M HILL's Bylaws, is not intended
to solicit votes for Board of Directors members. In April 2001, all
shareholders will receive a formal proxy statement containing important
information about the Board of Directors election and other issues to be
considered at the annual shareholders meeting, currently scheduled for May 8,
2001. Please read that proxy statement carefully for additional information
on topics covered by this announcement (the proxy statement will also be
available at no cost on the Securities and Exchange Commission's (SEC) web
site at www.sec.gov). Current share ownership of our Directors and proposed
Director-nominees is available upon request from Liz McAdams/COR, Assistant
Secretary.
As employee-owners of CH2M HILL, one of your important responsibilities is the
selection of our Board of Directors. To assist you in understanding and
fulfilling this responsibility, the four purposes of this announcement are to:
* Announce the slate of candidates proposed by the Nominating Committee of
the Board, consistent with the process, criteria, and strategic issues
outlined in Ralph Peterson's December 5, 2000, memorandum.
* Outline the experience and credentials of the nominees in order to provide
you with background information about the candidates.
* Outline the next steps for electing Board members so you can actively
participate in the election process.
* Explain your opportunity to nominate other candidates by means of a
petition process.
Board Nominating Committee
Under our Bylaws, the Nominating Committee is comprised of the President, two
Directors, and two stockholder representatives who are not Directors. This
year, the Committee included Mike Kennedy and Jill Sideman (Directors), Pat
Klampe and Cliff Thompson (stockholder representatives) and Ralph Peterson
(President).
The Nominating Committee met on December 20, 2000, to consider all of the
candidates and the input received from our employees. The Committee carefully
reviewed all your responses in determining who could best fulfill the outlined
criteria for Board membership. In considering potential candidates, the
Nominating Committee was cognizant of the three employee Directors whose terms
are expiring (Jim Ferris, Mike Kennedy and Michael Marcussen).
<PAGE>
Candidates and Credentials
As a result of these deliberations, the Nominating Committee intends to
propose the following employee candidates for shareholder consideration at the
annual shareholders meeting scheduled for May 8, 2001:
* Ken Durant
* Don Evans
* Steve Guttenplan
If the candidates are elected at the annual shareholders meeting, the
resulting Board will consist of the following inside Directors and their terms
of office:
Director Term Expiration
_______________ ________________
Jill Sideman 2002
Phil Hall 2002
Bud Ahearn 2002
Bob Card 2003
Sue King 2003
Ralph Peterson 2003
Ken Durant 2004
Don Evans 2004
Steve Guttenplan 2004
Brief personal background descriptions for Ken Durant, Don Evans and Steve
Guttenplan, and comments on why the Nominating Committee intends to propose
them for Board membership, follow.
Ken Durant
Ken is an experienced Director, having served on the Board from 1981-83, 1994-
96 and 1997-99. Ken was the "architect" of the Industrial Design Corporation,
which was formed in 1984 and has operated profitably every year since its
formation. IDC has been exceptionally successful under Ken's leadership in
penetrating the global microelectronics market, providing an integrated suite
of services, including design/build construction. Under our global business
structure, Ken is President of the Industrial Business Group and is leading
IDC into new markets in addition to microelectronics, including food
processing, pharmaceuticals and industrial operations.
<PAGE>
The Nominating Committee believes that Ken's deep understanding of
design/build activities, what it takes to succeed in the private sector and
his innate business acumen have made him an exceptionally strong Director. We
recommend that Ken serve another term as Director.
Don Evans
Don previously served on the Board from 1990-95 and 1997-99. Don has a
Masters Degree in Civil Engineering from Stanford and a Masters Degree in
Business Administration from the Stanford Business School. Don serves as
President of both the Water Business Group (WBG) and the Operations and
Maintenance Business Group (O&MBG). Don's 25+ years with the firm began in
the San Francisco Regional Office, first as a project manager on wastewater
jobs around the San Francisco Bay area, later becoming the San Francisco
Regional Manager.
In 1986 he moved to OMI, becoming President, and has been key in growing that
company to $165 million per year in revenue and $1 billion in backlog. In
1990, Don started the "Obsessed with Quality" campaign at OMI. Quality has
been the cornerstone of OMI's strategic plan for the last ten years, and has
led to OMI winning the 2000 Malcolm Baldrige National Quality Award.
The Nominating Committee recognized Don's leadership in both our WBG and
O&MBG, including both design/build and significant International experiences,
and noted that he is a key contributor in many of the leading-edge strategic
issues the Board faces. We believe that Don's broad experiences at CH2M HILL
and OMI, and his outstanding record using quality to run a business, put him
in a unique position to contribute as a Board member. We recommend that Don
serve another term as Director.
Steve Guttenplan
Steve would be a first time member of the Board. Steve has Civil Engineering
Degrees from Rutgers University and New York University. Steve started with
the firm 23 years ago in our Reston Office as a Project Manager in the Water
Group. In the early 1980s, as our Environmental Business began to grow
rapidly, Steve led the development and delivery of this business in the
Northeast. Before the firm's reengineering in 1993, Steve served briefly as
the firmwide Discipline Director for our Environmental (30s) Discipline.
<PAGE>
Since 1987, Steve has served as Regional Manager in I&E's North Atlantic
Region, the Rocky Mountain Region, and currently in the Northeast Region.
Steve's focus on growing our business and serving our clients has resulted in
CH2M HILL becoming a more dominant and profitable player in several
strategically important geographic markets.
In addition, Steve has made significant contributions to the growth of our
sister companies by helping IDC acquire major R&D facility design work with
Bellcore in the mid-1980s, and helping OMI move into the Northeast in Hoboken,
NJ. Steve is currently Chair of I&E's Project Delivery Leadership Team, which
is hard at work developing tools and processes to better allow our Project
Managers to serve their clients. Steve currently serves as CSM and Executive
Sponsor for several major public and private clients in the Northeast.
The Nominating Committee recognized the experience gained by Steve's previous
service as a non-Director member of the Nominating and Ownership & Incentive
Compensation Committees of the Board, and his current service on the Audit &
Finance Committee. We also believe that Steve's broad knowledge of all our
businesses; his deep understanding of our people and their needs and our
clients and their needs will serve the Board well. We recommend that Steve
serve his first term as Director.
Next Steps in the Nominating Process
As provided by CH2M HILL's Bylaws, after the issuance of this notice 30 days
are allowed for the nomination of additional employee Director candidates by
petitions signed by stockholders representing at least ten percent of the
common stock outstanding. The petitions for additions to the Nominating
Committee slate must be submitted to the Assistant Secretary of the
corporation (Liz McAdams/COR) on or before the expiration of the 30-day period
(February 7, 2001). Since CH2M HILL is registered with the SEC, the petition
nomination process is subject to SEC proxy rules, which you should follow if
you decide to submit additional nominations through petition.
* * *
<PAGE>
In closing, we want to reemphasize the importance of your comments to the
Nominating Committee on the Board of Directors candidates. Although the
nominations are made annually, the process of selecting nominees is really
ongoing and continuous. The input from this year's selection process becomes
the starting point for next year's nominating process. Your comments on
candidates and issues are highly valued, earnestly sought and sincerely
appreciated.
Thank you for your participation in this process.
This announcement, provided as required by CH2M HILL's Bylaws, is not intended
to solicit votes for Board of Directors members. In April 2001, all
shareholders will receive a formal proxy statement containing important
information about the Board of Directors election and other issues to be
considered at the annual shareholders meeting, currently scheduled for May 8,
2001. Please read that proxy statement carefully for additional information
on topics covered by this announcement (the proxy statement will also be
available at no cost on the Securities and Exchange Commission's (SEC) web
site at www.sec.gov). Current share ownership of our Directors and proposed
Director-nominees is available upon request from Liz McAdams/COR, Assistant
Secretary.
