Unilever 2006 Annual Report Download - page 51

48 Unilever Annual Report and Accounts 2006
Report of the Directors (continued)
Report of the Nomination Committee
Composition
During 2006 the Nomination Committee comprised three
Independent Non-Executive Directors and the Chairman of
Unilever. David Simon chaired the Committee from 9 May 2006,
taking over from Bertrand Collomb. Other members in 2006 were
Jean-Cyril Spinetta, as from 9 May 2006, and Jeroen van der Veer
and Antony Burgmans. The Joint Secretaries act as secretaries to
the Committee.
The Boards are of the view that it is appropriate that the
Chairman is included as a member of the Committee on the
express condition that he does not participate in any discussion
of his own position.
Remit
The Committee recommends to the Boards candidates for the
positions of Executive and Non-Executive Director, Chairman,
Vice-Chairman and Senior Independent Director. The Committee
is concerned with succession planning within the Boards. The
Committee also has responsibility for oversight of all matters
relating to corporate governance and brings any issues to the
attention of the Boards. The Committee uses the services of
recruitment consultants and other external experts. The Boards
conduct a process of evaluation of their own performance each
year. This includes a review of each Board Committee’s
performance.
The remit of the Committee and the information used by
it for succession planning are available on our website
www.unilever.com/investorcentre/corpgovernance. Also on
the website arethe procedures for evaluation of the Boards and
individual Directors. The results of the evaluations are provided to
the Committee when it discusses the nominations for election as
Directors, who offer themselves for re-election every year.
In nominating Directors to the Boards, the Committee follows an
agreed Board Profile of potential Non-Executive Directors, which
takes into account the roles of Non-Executive Directors set out in
the Dutch Corporate Governance Code and the UK Combined
Code. Under the terms of the Governance of Unilever the Boards
should comprise a majority of Non-Executive Directors and the
Profile provides that three of these have strong financial
experience, and staff the Audit Committee. To represent Unilever’s
areas of interest, the Profile also indicates there should be a
strong representation from Developing and Emerging markets as
well as from Europe and North America. Non-Executives should
be independent of Unilever and free from any conflicts of interest.
The Profile looks at diversity in terms of nationality, race, gender
and relevant expertise and directs that, wherever possible, the
Boards should reflect Unilever’s consumer base. For more details
see www.unilever.com/investorcentre/corpgovernance.
Meetings of the Committee
The Committee met six times in 2006. All but one meeting were
fully attended. The Committee proposed the nomination of all
Directors offering themselves for re-election at the AGMs in 2006.
In 2006, the Committee also proposed the nomination of four
new Non-Executive Directors.
These were Charles Golden, Byron Grote, Kees Storm and
Jean-Cyril Spinetta. They were chosen specifically for their
financial and general business expertise. The first three are
members of the Audit Committee, with Kees Storm in the chair.
Jean-Cyril Spinetta is a member of the Nomination Committee
and the Remuneration Committee.
During the year the Committee conducted the search for a new
Chairman to succeed Antony Burgmans, who retires at the 2007
AGMs. The Committee followed a thorough process supported
by an independent consultant. The process resulted in the
Committee’s recommendation to the Boards to nominate Michael
Treschow as Antony Burgmans’ successor. The Committee is
pleased to have identified an excellent candidate, who fully
meets the criteria set for the Chairman’s role. Upon appointment
Michael Treschow will be the first independent non-executive
Chairman of Unilever.
The Committee has initiated the search process aimed at
identifying candidates for the role of Chief Financial Officer,
following the retirement of Rudy Markham at the 2007
AGMs. For this purpose an outside executive search firm
has been engaged.
Also with the support of independent consultants the Committee
continued its search for new Non-Executive Directors to
strengthen the Boards’ knowledge in IT and science as well as
to increase representation from the D&E markets and enhance
diversity of both background and expertise.
The nominations of Genevieve Berger, Hixonia Nyasulu and
Narayana Murthy arethe result of this search. The Committee
is of the view that they, if appointed, would be a very valuable
addition to the Boards’ composition.
The Committee commissioned an outside consultant to support it
in carrying out the 2006 evaluation of the Boards, the Chairman,
the individual Directors and the BoardCommittees. The results of
this evaluation have been presented to and discussed by the
Boards. The overall conclusion is that Boards and Board
Committee performance is in line with that of its peer group.
David Simon Chairman of the Nomination Committee
Antony Burgmans
Jean-Cyril Spinetta
Jeroen van der Veer