Unilever 2005 Annual Report Download - page 40

Report of the Directors
Unilever Annual Report and Accounts 2005 37
Corporate governance
(continued)
Leon Brittan, Lynda Chalker, Bertrand Collomb, Wim Dik, Oscar
Fanjul, Hilmar Kopper, David Simon and Jeroen van der Veer were
nominated for re-election as Non-Executive Directors of NV and
PLC at the 2005 AGMs. Their biographies are set out on page
49.
In 2005, Bertrand Collomb, our Senior Independent Director,
became Vice-Chairman of NV and PLC, Wim Dik joined the Audit
Committee, and Antony Burgmans joined the External Affairs and
Corporate Relations Committee.
At the 2005 AGMs, Clive Butler, Keki Dadiseth and André van
Heemstra retired as Executive Directors and Claudio Gonzalez
retired as Non-Executive Director.
At the 2006 AGMs, all of the Executive Directors and the
Non-Executive Directors, with the exception of Bertrand Collomb,
Oscar Fanjul and Hilmar Kopper, will be nominated for re-election.
Bertrand Collomb, Oscar Fanjul and Hilmar Kopper will retire as
Non-Executive Directors at the 2006 AGMs and their colleagues
wish to thank them for their advice during the period of their
appointments.
In addition at the 2006 AGMs, Charles Golden, Executive Vice-
President and CFO of Eli Lilly and Company, Byron Grote, CFO of
BP p.l.c., Jean-Cyril Spinetta, Chairman/CEO of Air France-KLM
S.A., and Kornelis (Kees) Storm, former Chairman of the Executive
Board of AEGON N.V. will be nominated as Non-Executive Directors.
Biographical details for the new Non-Executive Directors are
contained in the 2006 AGM Notice’s of Meeting, and on our
website at www.unilever.com/ourcompany/investorcentre.
Chairman and Group Chief Executive
Since the 2005 AGMs Unilever has had a separate Non-Executive
Chairman and Group Chief Executive. There is a clear division of
responsibilities between their roles. The Chairman is primarily
responsible for leadership of the Boards, ensuring their
effectiveness and setting their agendas. He is also responsible for
ensuring that the Boards receive accurate, timely and clear
information.
The Group Chief Executive has been entrusted, within the
parameters set out in the Articles of Association of NV and PLC
and The Governance of Unilever, with all the Boards' powers,
authorities and discretions in relation to the operational
management of Unilever. The Group Chief Executive has the
authority to determine which duties regarding the operational
management of the companies and their business enterprises will
be carried out under his responsibility by one or more Executive
Directors or by one or more other persons. This provides a basis to
the Unilever Executive team (UEx) that reports to the Group Chief
Executive. For UEx members’ biographies see page 50. For our
business structure, please refer to ‘About Unilever’ on page 10.
Executive Directors
All four Executive Directors are members of the UEx: the Group
Chief Executive, the Chief Financial Officer, the President Europe
and the President Home and personal care. Details on their
responsibilities can be found in The Governance of Unilever at
www.unilever.com/investorcentre/corpgovernance.
The Executive Directors are full-time employees of Unilever.
Information about their remuneration can be found in the report
of the Remuneration Committee and on our website at
www.unilever.com/investorcentre/corpgovernance.
The current Executive Directors are long-serving Unilever
executives who can reasonably expect, subject to satisfactory
performance, to be employed by Unilever until retirement. The
Remuneration Committee takes the view that the entitlement of
the Executive Directors to the security of twelve months’ notice of
termination of employment is in line both with the practice of
many comparable companies and the entitlement of other senior
executives within Unilever.
The Remuneration Committee’s aim is always to deal fairly with
cases of termination while taking a robust line in minimising any
compensation.
The Executive Directors submit themselves for re-election at the
AGMs each year. The Nomination Committee carefully considers
each nomination for reappointment.
The Directors stop holding executive office on ceasing to be
Directors. Those appointed prior to 2004 retire at the latest by the
age of 62. Appointees from 2004 onwards retire at an age
between 60 and 65, as decided by either them or Unilever.
At the AGMs of 2001 our shareholders adopted the remuneration
policy for Executive Directors. Further changes were made at the
AGMs in 2005. We do not grant our Executive Directors any
personal loans and guarantees.
There are no family relationships between any of our Executive
Directors, other key management personnel or Non-Executive
Directors. None of our Executive Directors are elected or
appointed under any arrangement or understanding.
Executive Directors are to obtain approval from the Chairman for
all outside Board appointments. Normally not more than one such
appointment should be accepted. For Executive Directors’
biographies see page 49.
Non-Executive Directors
The Non-Executive Directors share responsibility for the execution
of the Board’s duties, taking into account their specific
responsibilities, which are essentially supervisory. In particular, they
comprise the principal external presence in the governance of
Unilever, and provide a strong independent element. See page 49
for their biographies.