Unilever 2014 Annual Report Download - page 23
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Please find page 23 of the 2014 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.ATTENDANE
Kees Storm 7/7
harman of the Nomnatng and
orporate overnance ommttee
Sr Malcolm Rfknd 7/7
Mchael Treschow 7/7
Ths table shows the membershp of the ommttee together wth ther
attendance at meetngs durng 2014 If Drectors are unable to attend
a meetng, they have the opportunty beforehand to dscuss any agenda
tems wth the ommttee harman Attendance s expressed as the
number of meetngs attended out of the number elgble to be attended
• Drector and Unlever Leadershp
Executve Successon Plannng
• External Board evaluaton
• Recommendatons for new Non-Executve
Drectors
• Plannng for harman successon
• Montorng of emergng orporate overnance
developments
• Actve partcpaton n relevant orporate
overnance consultatons
OMMITTEE MEMBERS, MEMBERSHIP STATUS
AND ATTENDANE
HIHLIHTS OF 2014
PRIORITIES FOR 2015
ROLE AND MEMBERSHIP OF THE OMMITTEE
The Nomnatng and orporate overnance ommttee s
responsble for evaluatng the balance of sklls, experence,
ndependence and knowledge on the Boards and for drawng
up selecton crtera, ongong successon plannng and
appontment procedures It also has oversght of all matters
relatng to corporate governance and brngs any ssues n ths
respect to the attenton of the Boards
The ommttee’s terms of reference are set out n ‘The
overnance of Unlever’ whch can be found on our webste
at wwwunlevercom/corporategovernance Durng the year,
the ommttee revewed the ommttee’s terms of reference
to ensure they remaned n lne wth relevant corporate
governance gudelnes and to determne whether ts
responsbltes are properly descrbed The amended terms
became effectve on 1 January 2015
The ommttee s comprsed of two Non-Executve Drectors and
the harman The roup Secretary acts as secretary to the
ommttee Other attendees at ommttee meetngs n 2014
(or part thereof) were the hef Executve Offcer, the hef HR
Offcer and the roup Secretary
In 2014 the ommttee met seven tmes At the start of the year
the ommttee consdered the results of the ommttee’s annual
self-evaluaton for 2013 and used these to help create an annual
plan for meetngs for 2014
APPOINTMENT AND REAPPOINTMENT OF DIRETORS
Re-appontment Non-Executve Drectors normally serve for
a maxmum of nne years The schedule the ommttee uses
for orderly successon plannng of Non-Executve Drectors can
be found on our webste at wwwunlevercom/commttees All
exstng Executve and Non-Executve Drectors, unless they are
retrng, submt themselves for evaluaton by the ommttee every
year An Executve Drector stops holdng executve offce on
ceasng to be a Drector The harman wll nform the ommttee
of the outcomes of hs dscussons wth each Drector on ndvdual
performance Based upon the evaluaton of the Boards, ts
ommttees and the contnued good performance of ndvdual
Drectors, the ommttee recommends to each Board a lst of
Drectors for re-electon at the relevant company’s AMs In 2014,
harles olden decded not to put hmself forward for re-electon
at the 2014 AMs n May 2014 The ommttee proposed the
nomnaton of all other Drectors Drectors are apponted by
shareholders by a smple maorty vote at the AMs
Appontment Where a vacancy arses on the Boards, the
ommttee may seek the servces of specalst recrutment frms
and other external experts to assst n fndng ndvduals wth
the approprate sklls and expertse The ommttee revews
canddates presented by the recrutment frm, or recommended
by Drectors and members of the Unlever Leadershp Executve
(ULE), and all members of the ommttee are nvolved n the
ntervew process before makng ther recommendatons to the
Boards for approval The ommttee also recommends to the
Boards canddates for electon as harman and Vce-harman/
Senor Independent Drector
When recrutng the ommttee wll take nto account the profle
of Unlever’s Boards of Drectors set out n the ‘The overnance
of Unlever’ whch s n lne wth the recommendatons of applcable
governance regulatons and best practce Pursuant to the profle
the Boards should comprse a maorty of Non-Executve Drectors
who are ndependent of Unlever, free from any conflcts of
nterest and are able to allocate suffcent tme to perform ther
responsbltes effectvely Wth respect to composton and
qualtes, the Boards should be n keepng wth the sze of Unlever,
ts portfolo, culture and geographcal spread and ts status as a
60 Unilever Annual Report and Accounts 2014Governance
REPORT OF THE NOMINATIN AND
ORPORATE OVERNANE OMMITTEE