Unilever 2014 Annual Report Download - page 5
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Please find page 5 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 2014 the Boards met physcally n January, March, May, July,
September and November and consdered mportant corporate
events and actons, such as
• developng and approval of the overall strategy
• oversght of the performance of the busness
• revew of rsks and nternal rsk management and
control systems
• authorsaton of maor transactons
• declaraton of dvdends
• convenng of shareholders’ meetngs
• nomnatons for Board appontments
• revew of Drectors’ remuneraton polcy
• revew of the functonng of the Boards and ther ommttees and
• revew of corporate responsblty and sustanablty,
n partcular the Unlever Sustanable Lvng Plan
ATTENDANCE
The followng table shows the attendance of Drectors at Board
meetngs n 2014 If Drectors are unable to attend a Board meetng
they have the opportunty beforehand to dscuss any agenda tems
wth the harman Attendance s expressed as the number of
meetngs attended out of the number elgble to be attended
Man Board
Mchael Treschow(a) 7/7
Kees Storm(b) 6/7
Paul Polman(c) 7/7
Jean-Marc Hut(c) 7/7
Laura ha 7/7
Louse Fresco 7/7
Ann Fudge 7/7
harles olden(d) 3/3
Byron rote 7/7
Mary Ma 7/7
Hxona Nyasulu 7/7
Sr Malcolm Rfknd 6/7
John Rshton 7/7
Feke Sbesma(e) 1/1
Paul Walsh 7/7
(a) harman
(b) Vce-harman/Senor Independent Drector
(c) Executve Drector
(d) Retred from the Boards on 14 May 2014
(e) Apponted to the Boards wth effect from 1 November 2014
NONEXEUTIVE DIRETOR MEETINS
The Non-Executve Drectors meet as a group, wthout the
Executve Drectors present, to consder specfc agenda tems
set by them, usually four or fve tmes a year In 2014 they met fve
tmes The harman, or n hs absence the Vce-harman/Senor
Independent Drector, chars such meetngs
BOARD EVALUATION
Each year the Boards formally assess ther own performance
wth the am of helpng to mprove the effectveness of both the
Boards and the ommttees and at least once every three years
an ndependent thrd party facltates the evaluaton The
evaluaton conssts of ndvdual ntervews wth the Drectors
by the harman and also, every three years, by the external
evaluator These ntervews complement our annual process of
completon by all Drectors of three full and confdental onlne
evaluaton questonnares on our Boards, EO and harman
The detaled Board questonnare nvtes comments on a number
of key areas ncludng Board responsblty, operatons,
effectveness, tranng and knowledge
As n 2011 Mr J de Leeuw, an ndependent external consultant,
facltated the 2014 Board evaluaton Mr J de Leeuw has no other
connecton wth the Unlever roup The harman’s Statement on
page 2 descrbes the key actons agreed by the Boards followng
that evaluaton
page 2 of the Strategic Report
In addton to the evaluaton of the Boards’ effectveness, each
year the harman conducts a process of evaluatng the
performance and contrbuton of each Drector whch ncludes
a one-to-one performance and feedback dscusson wth each
Drector The evaluaton of the performance of the harman s
led by the Vce-harman/Senor Independent Drector and the
harman leads the evaluaton of the EO, both usng bespoke
questonnares ommttees of the Boards evaluate themselves
annually under supervson of ther respectve harmen takng
nto account the vews of respectve ommttee members and
the Boards
APPOINTMENT
In seekng to ensure that NV and PL have the same Drectors,
the Artcles of Assocaton of NV and PL contan provsons
whch are desgned to ensure that both NV and PL shareholders
are presented wth the same canddates for electon as Drectors
Anyone beng elected as a Drector of NV must also be elected as
a Drector of PL and vce versa Therefore, f an ndvdual fals
to be elected to both companes he or she wll be unable to take
hs or her place on ether Board These provsons of the Artcles
cannot be changed wthout the permsson, n the case of NV,
of the holders of the NV specal ordnary shares and, n the case
of PL, of the holders of the PL deferred stock
The report of the Nomnatng and orporate overnance
ommttee (N) on pages 60 and 61 descrbes the work
of the N n Board appontments and recommendatons
for re-electon In addton, shareholders are able to nomnate
Drectors The procedure for shareholders to nomnate Drectors
can be found n the ‘Appontment procedure for NV & PL
Drectors’ document under ‘download lnks’ on our webste
To do so they must put a resoluton to both the NV and PL
AMs n lne wth local requrements Drectors are apponted
by shareholders by a smple maorty vote at each AM
wwwunlevercom/boardsofunlever
DIRETOR INDUTION AND TRAININ
All Drectors receve nducton on onng the Boards and the
harman ensures that ongong tranng s provded for Drectors
by way of ste vsts, presentatons and crculated updates at (and
between) Board and Board ommttee meetngs on, among other
thngs, Unlever’s busness, envronmental, socal and corporate
governance, regulatory developments and nvestor relatons
matters Detals of the tranng provded to the Drectors n 2014
can be found n the harman’s Statement on page 2
page 2 of the Strategic Report
INDEPENDENE AND ONFLITS
As the Non-Executve Drectors make up the ommttees of
the Boards, t s mportant that they can be consdered to be
ndependent Each year the Boards conduct a thorough revew
of the Non-Executve Drectors’, and ther related or connected
persons’, relevant relatonshps referencng the crtera set out
n ‘The overnance of Unlever’ whch s derved from the relevant
best practce gudelnes n the Netherlands, UK and US
42 Unilever Annual Report and Accounts 2014Governance
ORPORATE OVERNANE ONTINUED