Unilever 2000 Annual Report Download - page 33

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Unilever Annual Report & Accounts and Form 20-F 2000 Report of the Directors
Corporate governance
adequate and reflect, as far as possible, best practice.
They serve on certain key Board committees, the roles
and membership of w hich are described below.
The appointment of Advisory Directors is provided for in the
Articles of Association of both parent companies, although
they are not formally members of the Boards. They are
therefore not entitled to vote at meetings of the Boards and
bear no legal responsibility for the Boards’ actions. Their
terms of appointment, role and powers are enshrined in
resolutions of the Boards. As w ell as Board committee
meetings, they attend the quarterly directors’ meetings,
other directors’ and Executive Committee members’
conferences, and other meetings with the Chairmen. In
addition, the Advisory Directors may meet as a body, at their
discretion, and appoint a senior member as their spokesman.
Our Advisory Directors are chosen for their broad
experience, international outlook and independence.
They are appointed by resolutions of the Boards, normally
for an initial term of three to four years and thereafter for
terms of three years. They are usually appointed for a
maximum of three consecutive terms and retire at age 70.
Their remuneration is determined by the Boards. All
appointments and re-appointments are based on the
recommendations of the Nomination Committee.
Board Committees
The directors have established the following committees:
Executive Committee The Executive Committee comprises
the Chairmen of NV and PLC and five other members: the
two Division Directors for Foods and for Home & Personal
Care; the Corporate Development Director; the Financial
Director; and the Personnel Director. M embers of the
Executive Committee are appointed by all of the directors
for one year at a time. The Executive Committee is
responsible for agreeing priorities and allocating resources,
setting overall corporate targets, agreeing and monitoring
Divisional strategies and plans, identifying and exploiting
opportunities created by Unilever’s scale and scope,
managing external relations at the corporate level and
developing future leaders. The Executive Committee
generally meets formally every three to four w eeks and is
chaired, alternately, by the Chairmen of NV and PLC. The
Committee is supplied w ith information by the Executive
Committee Secretariat.
Audit Committee The Audit Committee comprises a
minimum of three Advisory Directors and meets at least
three times a year. It is chaired by Hilmar Kopper, and its
other members are Claudio X Gonzalez, Onno Ruding and,
with effect from 6 February 2001, Oscar Fanjul. The
Committee’s meetings are attended by the Head of
Corporate Audit and our external auditors w ho have
direct access to its Chairman. It reviews the overall risk
management and control environment, financial reporting
arrangements and standards of business conduct. The Head
of Corporate Audit ensures that the Committee is supplied
with necessary information.
Corporate Risk Committee The Corporate Risk Committee
currently comprises the Financial Director, the Foods Director,
the Home & Personal Care Director, the Personnel Director,
the General Counsel, the Head of Corporate Audit and
the Controller. It meets at least twice a year. The objective
of the Committee is to assist the Board to carry out
its responsibilities to ensure effective systems of risk
management and internal control. It reports to the Boards,
the Executive Committee and, as relevant, to the Audit
Committee. The Committee is supplied with information
by the Controller.
External Affairs and Corporate Relations Committee
The External Affairs and Corporate Relations Committee
currently comprises four Advisory Directors and normally
meets four times a year. It is chaired by Lady Chalker, and
its other members are Lord Brittan, Senator George Mitchell
and, w ith effect from 6 February 2001, Charles R Shoemate,
who has replaced Oscar Fanjul, upon his appointment to
the Audit Committee. The Committee advises on external
matters of relevance to the business – including issues of
corporate social responsibility – and reviews our corporate
relations strategy. The Committee is supplied with necessary
information by the Head of the Corporate Relations
Department.
Nomination Committee The Nomination Committee
comprises a minimum of three Advisory Directors and the
Chairmen of NV and PLC and meets at least once a year.
It is chaired by Frits Fentener van Vlissingen and its other
members are Antony Burgmans, Bertrand Collomb,
Niall FitzGerald and Lord Simon. It recommends to the
Boards candidates for the positions of Director, Advisory
Director and Executive Committee member. The Committee
is supplied with information by the Joint Secretaries.
Remuneration Committee The Remuneration Committee
normally comprises three Advisory Directors and meets
at least twice a year. It is chaired by Frits Fentener van
Vlissingen, and its other members are Bertrand Collomb
and Lord Simon. It reviews executive remuneration and
is responsible for the executive share option plans. The
Committee determines specific remuneration packages
for each of the directors. The Committee is supplied w ith
information by the Head of the Private Administration
Department.
Routine business committees Committees are set up to
conduct routine business as and when they are necessary.
They comprise any tw o of the directors and certain senior
executives. They administer certain matters previously
agreed by the Boards or the Executive Committee.
The Joint Secretaries are responsible for the operation
of these committees.