Unilever 2004 Annual Report Download - page 59

Corporate governance
(continued)
56 Unilever Annual Report and Accounts 2004
Board Committees
The Boards have established the following committees, in
addition to the Executive Committee discussed above. All
these committees are formally set up by Board resolution
with carefully defined remits and they report regularly to
the Boards. The remits can be found on our website at
www.unilever.com/ourcompany/investorcentre/.
Audit Committee
The Audit Committee comprises a minimum of three independent
Non-Executive Directors. It is chaired by Hilmar Kopper, and its
other members are Oscar Fanjul and Claudio Gonzalez. The
Committee met five times in 2004, and the members attended all
meetings, save that Claudio Gonzalez was absent for one
meeting. Claudio Gonzalez will retire at the Annual General
Meetings in 2005 and Professor Wim Dik will join the Committee.
The Boards have satisfied themselves that all the members of the
Committee are competent in financial matters and have recent
and relevant experience and that, for the purposes of the US
Sarbanes-Oxley Act of 2002, Hilmar Kopper is the Committee’s
audit committee financial expert. The Committee’s meetings are
attended, by invitation, by the Financial Director, the General
Counsel, the Controller, the Chief Auditor and our external
auditors.
Our Audit Committee assists the Boards in fulfilling their oversight
responsibilities in respect of the integrity of Unilever’s financial
statements, risk management and internal control arrangements,
compliance with legal and regulatory requirements, the
performance, qualifications and independence of the external
auditors and the performance of the internal audit function. The
Committee is directly responsible, subject to local laws regarding
shareholder approval, for the nomination, compensation and
oversight of the external auditors.
The Audit Committee is fully compliant with the rules regarding
audit committees that are applicable in the Netherlands, UK and
US and common to all three countries. The Committee’s
responsibilities and powers are fully aligned with all requirements
in the UK and US and all the main requirements in the
Netherlands. However, as indicated under Requirements and
Compliance on page 64, it does not have lead responsibility for
certain additional matters specified in the Dutch Corporate
Governance Code.
The Chief Auditor ensures that the Committee is supplied with
necessary information. Both the Chief Auditor and the external
auditors have direct access to the Audit Committee separately
from management.
See page 90 for the Report of the Audit Committee to the
shareholders.
Nomination Committee
Our Nomination Committee comprises a minimum of three
independent Non-Executive Directors and the Chairmen of NV
and PLC, and meets at least once a year. It is chaired by Bertrand
Collomb. Its other members are Antony Burgmans, Patrick
Cescau, Lord Simon and Jeroen van der Veer. It met twice in
2004 and all the members attended both meetings. As a result of
the changes we are making in 2005, Patrick Cescau will cease to
be a member of the Committee.
The Committee recommends to the Boards candidates for the
positions of Director and, hitherto, Executive Committee member.
It also has responsibilities for succession planning and oversight of
corporate governance matters. It is supplied with information by
the Joint Secretaries.
See pages 65 and 66 for the Report of the Nomination
Committee to the shareholders.
Remuneration Committee
Our Remuneration Committee currently comprises three of our
independent Non-Executive Directors. It is chaired by Bertrand
Collomb. Its other members are Lord Simon and Jeroen van der
Veer. It met six times in 2004 and Lord Simon missed one
meeting.
The Committee reviews Directors’ remuneration and is responsible
for the executive share-based incentive plans. It determines,
within the parameters set by our shareholders, specific
remuneration packages for each of the Executive Directors and
the remuneration scales and arrangements for Non-Executive
Directors and the tier of management directly below the Executive
Committee. The Committee is supplied with information by J A A
van der Bijl, Joint Secretary of Unilever.
The detailed report to shareholders on Directors’ remuneration is
on pages 71 to 89.
External Affairs and Corporate Relations Committee
The External Affairs and Corporate Relations Committee currently
comprises three independent Non-Executive Directors and
normally meets four times a year. It is chaired by Lady Chalker,
and its other members are Lord Brittan and Professor Wim Dik.
Senator George J Mitchell retired as a member in 2004. Antony
Burgmans, in his role as Non-Executive Chairman, will join the
Committee in 2005.
The Committee oversees our Code of Business Principles, which
sets out the standards of behaviour we require from all of our
employees. It also advises on external matters of relevance to the
business – including issues of corporate social responsibility – and
reviews our corporate relations strategy. The Committee is
supplied with necessary information by the Corporate
Development Director.