Unilever 2006 Annual Report Download - page 38

Unilever Annual Report and Accounts 2006 35
Report of the Directors (continued)
Corporate governance (continued)
Board evaluation
In 2006, an independent firm, Board Consultants International
(BCI), was commissioned to carry out an evaluation of the Boards,
the Board committees, the Chairman and individual Directors.
As part of the evaluation, Dr Florian Schilling from BCI conducted
interviews with all Directors, the Joint Secretaries and two former
Directors who had retired in 2006. He reported the outcome of
the evaluation to the Chairman and the Senior Independent
Director and to the Boards in February 2007.
Board support
The Joint Secretaries are available to advise all Directors and
ensure that Board procedures are complied with. They are
appointed and can be removed by the Boards.
Aprocedure is in place to enable Directors, if they so wish, to
seek independent professional advice at Unilever’s expense.
Board changes
The current Directors, with their biographies, are shown on page
46. All the Executive Directors held office throughout the year.
Leon Brittan, Lynda Chalker, Wim Dik, David Simon and Jeroen
van der Veer were re-elected as Non-Executive Directors of NV
and PLC at the 2006 AGMs. In addition, Charles Golden, Byron
Grote, Jean-Cyril Spinetta and Kees Storm were appointed as
Non-Executive Directors.
In 2006, David Simon became our Senior Independent Director,
Vice-Chairman of NV and PLC, and Chairman of our
Remuneration and Nomination Committees. Kees Storm became
amember and Chairman of the Audit Committee. Charles
Golden and Byron Grote became members of the Audit
Committee. Jean-Cyril Spinetta became a member of the
Remuneration and Nomination Committee.
At the 2006 AGMs, Bertrand Collomb, Oscar Fanjul and Hilmar
Kopper retired as Non-Executive Directors.
At the 2007 AGMs all of the Executive Directors and the Non-
Executive Directors, with the exception of Antony Burgmans,
Lynda Chalker and Rudy Markham, who will be retiring at these
meetings, will be nominated for re-election. Their colleagues
would like to thank Antony, Lynda and Rudy for the enormous
contribution they have made to Unilever during their association
with the Group.
Inaddition, four new Non-Executive Directors will be proposed
for election at the 2007 AGMs. These are Genevieve Berger,
Narayana Murthy,Hixonia Nyasulu and Michael Treschow.
Genevieve Berger is a Professor of Biophysics and Medical Imaging
at Paris University VI and Chairman of the Advisory Board ‘Health’
for the EU Commission for Research. Narayana Murthy is co-
founder and Chairman of Infosys Technologies Limited. Hixonia
Nyasulu is a Non-Executive Director of Sasol Limited and Anglo
Platinum and an Advisory Board Member of JP Morgan South
Africa. Michael Treschow, who, if appointed, will become
Unilever’s new independent Chairman, is currently Chairman
of Ericsson and Electrolux. He will be stepping down as Chairman
of Electrolux in April 2007. Their appointments will, should their
nominations be approved by shareholders, bring further diversity
of background and experience to the Boards. Professor Berger,
Mr Murthy and Ms Nyasulu will, subject to their election as
Directors, become members of the Corporate Responsibility
and Reputation Committee.
Biographical details for the new Non-Executive Directors are
contained in the 2007 AGM Notices, and on our website at
www.unilever.com/ourcompany/investorcentre.
Chairman and Group Chief Executive
Unilever has 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 moreother persons. This provides a basis
for the Unilever Executive team (UEx) that reports to the Group
Chief Executive. For UEx members’ biographies see page 47. For
our business structure, please refer to ‘About Unilever’ on page 5.
Executive Directors
All four Executive Directors aremembers 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’.
The Executive Directors arefull-time employees of Unilever.
Information about their remuneration can be found in the report
of the Remuneration Committee and on our website. We are
currently updating our Directors’ service contract to take into
account recent changes in the law and best practice, for example,
those relating to age limits for directors.
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. It is our policy to set the level of
severance payments for Directors to no more than one year’s
salary, unless the Boards, at the proposal of the Remuneration
Committee, find this manifestly unreasonable given circumstances
or unless dictated by applicable law.
The Executive Directors submit themselves for re-election at the
AGMs each year. The Nomination Committee carefully considers
each nomination for reappointment.