Unilever 2014 Annual Report Download - page 40
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Please find page 40 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.In the context of the external Board evaluaton, carred out n 2014,
the Boards evaluated the performance of the ommttee The
ommttee also carred out a self-assessment of ts performance
Both assessments concluded that the ommttee s performng
effectvely Based on ts self-assessment, the ommttee decded
that to enhance the overall knowledge of the Board on the key
ssues that the ommttee s engaged wth, t would add a specfc
remuneraton module to the nducton program for Non-Executve
Drectors and conduct a remuneraton knowledge sesson for the
Boards
ADVISERS
Whle t s the ommttee’s responsblty to exercse ndependent
udgement, the ommttee does request advce from management
and professonal advsers, as approprate, to ensure that ts decsons
are fully nformed gven the nternal and external envronment
The ommttee apponted Delotte LLP to provde ndependent
advce on varous matters t consdered Durng the year, Delotte
also provded other servces to Unlever prmarly n relaton to
the Drectors’ Remuneraton Report The wder Delotte frm has
also provded tax and consultancy servces ncludng expatrate
tax advce, tax complance, transfer prcng, R&D and grant
clams, fnancal advsory and transformaton, IT, HR and data
analytcs consultancy and sourcng strateges advce to Unlever
Delotte s a member of the Remuneraton onsultants roup and,
as such, voluntarly operates under the code of conduct n relaton
to executve remuneraton consultng n the UK, whch s avalable
at wwwremuneratonconsultantsgroupcom
wwwremuneratonconsultantsgroupcom
The ommttee s satsfed that the Delotte LLP engagement
partner and team, whch provde remuneraton advce to the
ommttee, do not have connectons wth Unlever NV or Unlever
PL that mght mpar ther ndependence The ommttee
revewed the potental for conflcts of nterest and udged that
there were approprate safeguards aganst such conflcts The
fees pad to Delotte LLP n relaton to advce provded to the
ommttee n the year up to 31 December 2014 were £23,500 Ths
fgure s calculated based on tme spent and expenses ncurred
for the maorty of advce provded, but on occason for specfc
proects a fxed fee may be agreed The ommttee would lke to
thank Delotte for ther assstance throughout 2014
After a thorough ntervew process the ommttee apponted
Tom oslng of Pw to become the ndependent remuneraton
advsor n 2015
Durng the year, the ommttee also sought nput from the
hef Executve Offcer (Paul Polman), the hef Human Resources
Offcer (Doug Balle) and the SVP lobal Head of Reward
(Peter Newhouse) on varous subects ncludng the remuneraton
of senor management No ndvdual Executve Drector was
present when ther own remuneraton was beng dscussed to
ensure a conflct of nterest dd not arse The ommttee also
receved legal and governance advce from the roup Secretary
(Tona Lovell)
LARIFIATION STATEMENT
After publcaton of our Drectors’ Remuneraton Report 2013 the
ommttee ssued a clarfcaton statement on our webste at the
request of The Investment Assocaton (prevously IMA and ABI)
The statement s avalable on our webste The statement
confrms that we wll not make share awards hgher than the
maxmum awards stated n our Polcy for exstng and newly hred
Executve Drectors wthout pror shareholder approval It further
clarfes that awards to newly hred Executve Drectors to buy out
remuneraton tems on leavng the prevous employer as provded
n the new hres polcy wll be done under the SIP onsequently,
under such exceptonal crcumstances, the aggregated SIP
share awards for a newly hred Executve Drector may be hgher
than the maxmum annual award set out n the Remuneraton
Polcy As stated n the Remuneraton Polcy n relaton to new
hres, we wll nform shareholders of any such buyout awards
when announcng the appontment
wwwunlevercom/ara2014/downloads
SHAREHOLDER VOTIN
Unlever remans commtted to ongong shareholder dalogue
and takes an actve nterest n votng outcomes In the event
of a substantal vote aganst a resoluton n relaton to Drectors’
remuneraton, Unlever would seek to understand the reasons
for any such vote and would set out n the followng Annual Report
and Accounts any actons n response to t
The followng table sets out actual votng n respect of our
prevous report
Votng outcome (% of votes) For Aganst
2014 Drectors’ Remuneraton Polcy (2014 AM)(a} PL 9751% 249%
2014 Drectors’ Remuneraton Polcy (2014 AM)(b) NV 9837% 163%
2013 Drectors’ Remuneraton Report
(excludng the Drectors’ Remuneraton Polcy)
(2014 AM)(c) PL 9914% 086%
(a)
7,606,237 votes were wthheld (approxmately 06% of share captal)
(b) 4,188,993 votes were wthheld (approxmately 027% of share captal)
(c) 25,507,949 votes were wthheld (approxmately 20% of share captal)
The Drectors’ Remuneraton Report s not subect to a shareholder
vote n the Netherlands
The Drectors’ Remuneraton Report has been approved by the
Boards and sgned on ther behalf by Tona Lovell, roup Secretary
77Unilever Annual Report and Accounts 2014 Governance