Unilever 2005 Annual Report Download - page 42

Report of the Directors
Unilever Annual Report and Accounts 2005 39
Board committees
The Boards have established the following committees, all
formally set up by Board resolution with carefully defined remits.
They are comprised of Non-Executive Directors and report
regularly to the Boards. The remits can be found on our website
at www.unilever.com/investorcentre/corpgovernance.
Audit Committee
The Audit Committee comprises a minimum of three independent
Non-Executive Directors. It is chaired by Hilmar Kopper, and its
other members are Oscar Fanjul and Wim Dik, who replaced
Claudio Gonzalez at the AGMs in 2005. The Committee met five
times in 2005, and the members attended all meetings. Hilmar
Kopper and Oscar Fanjul will retire at the AGMs in 2006. The
Boards have satisfied themselves that all the current and intended
members of the Committee are competent in financial matters
and have recent and relevant experience and that, for the
purposes of the US Sarbanes-Oxley Act of 2002, Hilmar Kopper is
the Audit Committee’s financial expert. The Committee’s meetings
are attended, by invitation, by the Chief Financial Officer, the
General Counsel, the Deputy Chief Financial Officer, the Chief
Auditor and our external auditors.
The Audit Committee assists the Boards in fulfilling their oversight
responsibilities in respect of the integrity of Unilever’s financial
statements; risk management and internal control arrangements;
compliance with legal and regulatory requirements; the
performance, qualifications and independence of the external
auditors; and the performance of the internal audit function. The
Committee is directly responsible, subject to local laws regarding
shareholder approval, for the nomination, compensation and
oversight of the external auditors.
The Audit Committee is fully compliant with the rules regarding
audit committees that are applicable in the Netherlands, UK and
US. The Committee’s responsibilities and powers are fully aligned
with all requirements in the UK, US and the Netherlands.
The Audit Committee is supplied with all information necessary
for the performance of its duties by the Chief Auditor, Chief
Financial Officer, and Deputy Chief Financial Officer. Both the
Chief Auditor and the external auditors have direct access to the
Audit Committee separately from management.
See page 70 for the Report of the Audit Committee to the
shareholders.
Nomination Committee
Our Nomination Committee comprises a minimum of three
independent Non-Executive Directors. It is chaired by Bertrand
Collomb and its other members are David Simon, Jeroen van
der Veer and Antony Burgmans. It met six times in 2005 and
the members attended all meetings except that Jeroen van der
Veer was absent for one meeting. The Committee recommends
to the Boards candidates for the positions of Director. It also has
Corporate governance
(continued)
responsibilities for succession planning and oversight of corporate
governance matters. It is supplied with information by the Joint
Secretaries.
See page 52 for the Report of the Nomination Committee to the
shareholders
Remuneration Committee
Our Remuneration Committee comprises three independent Non-
Executive Directors. It is chaired by Bertrand Collomb and its other
members are David Simon and Jeroen van der Veer. It met six
times in 2005 and the members attended all meetings except
that David Simon and Jeroen van der Veer were absent for
one meeting.
The Committee reviews Directors’ remuneration and is responsible
for the executive share-based incentive plans. It determines,
within the parameters set by our shareholders, specific
remuneration arrangements for each of the Executive Directors,
the remuneration scales and arrangements for Non-Executive
Directors and the remuneration of the tier of management
directly below the Board. The Committee is supplied with
information by Jan van der Bijl, Joint Secretary of Unilever.
The detailed report to shareholders on Directors’ remuneration is
on pages 53 to 69.
External Affairs and Corporate Relations Committee
The External Affairs and Corporate Relations Committee currently
comprises four Non-Executive Directors. It is chaired by Lynda
Chalker and its other members are Leon Brittan, Wim Dik and
Antony Burgmans. The Committee oversees our Code of Business
Principles, which sets out the standards of behaviour we require
from all of our employees. It also advises on external matters of
relevance to the business, including issues of corporate social
responsibility, and reviews our corporate relations strategy.
Routine business committees
Committees are also set up to conduct routine business as and
when they are necessary. They comprise any two of the Directors
and certain senior executives and officers. They administer certain
matters previously agreed by our Boards or the UEx. The Joint
Secretaries are responsible for the operation of these committees.
Disclosures Committee
The Board has set up a Disclosures Committee which is
responsible for helping the Boards ensure that financial and other
information that ought to be disclosed publicly is disclosed in a
timely manner and that the information that is disclosed is
complete and accurate. The Committee comprises the Deputy
Chief Financial Officer, the Joint Secretaries and the Group
Treasurer.