Unilever 2007 Annual Report Download - page 36

34 Unilever Annual Report and Accounts 2007
Report of the Directors continued
Corporate governance continued
Appointment of Directors
Directors are appointed by shareholders at the AGMs. All existing
Directors, unless they are retiring, submit themselves for election
every year and shareholders can remove any of them by a simple
majority vote.
In order to seek to ensure that NV and PLC have the same
Directors, the Articles of Association of NV and PLC contain
provisions which are designed to ensure that both NV and PLC
shareholders are presented with the same candidates for election
as Directors. This is achieved through a nomination procedure
operated by the Boards of NV and PLC through Unilever’s
Nomination Committee.
Based on the evaluation of the Boards, its Committees and its
individual members, the Nomination Committee recommends to
the Boards a list of candidates for nomination at the AGMs of
both NV and of PLC. In addition, since 2006 shareholders have
been able to nominate Directors for this list although to do so
they must put a resolution to both meetings in line with local
requirements for requisitioning a resolution. In order to ensure
that the Boards remain identical, anyone being elected as a
Director of NV must also be elected as a Director of PLC and vice
versa. If an individual fails to be elected to both companies then
he or she will be unable to take their place on the Boards.
The provisions in the Articles of Association for appointing
Directors cannot be changed without the permission, in the case
of NV, of the holders of the special ordinary shares numbered
1 - 2400 inclusive and, in the case of PLC, of the holders of
PLC's deferred stock. The NV special ordinary shares may only be
transferred to one or more other holders of such shares. The
joint holders of both the NV special ordinary shares and the
PLC deferred stock are N.V. Elma and United Holdings Limited,
which are joint subsidiaries of NV and PLC. The boards of N.V.
Elma and United Holdings Limited comprise the members of the
Nomination Committee. The Nomination Committee comprises
Non-Executive Directors only.
Board meetings
Our Boards meet at least seven times a year to consider important
corporate events and actions, such as:
• approval of corporate strategy;
• approval of the corporate Annual Plan;
• review of risks and controls;
• authorisation of major transactions;
• preparation of the Annual Report and Accounts;
• declaration of dividends;
• agreement of quarterly results announcements;
• convening of shareholders’ meetings;
• nominations for Board appointments;
• approval of Board remuneration policy; and
• review of the functioning of the Boards and their Committees.
The following table shows the attendance of Directors at Board
meetings for the year ended 31 December 2007. If Directors are
unable to attend a meeting, they have the opportunity before the
meeting to discuss with the Chairman any agenda items or Board
papers:
Name Attendance(a)
Antony Burgmans (Chairman to 16 May 2007) 3 of 3
Michael Treschow (Chairman from 16 May 2007) 5 of 5
Patrick Cescau 8 of 8
Kees van der Graaf 7 of 8
Ralph Kugler 7 of 8
Rudy Markham (to 16 May 2007) 3 of 3
Genevieve Berger (from 16 May 2007) 5 of 5
Leon Brittan 7 of 8
Lynda Chalker (to 16 May 2007) 2 of 3
Wim Dik 8 of 8
Charles Golden 8 of 8
Byron Grote 8 of 8
Narayana Murthy (from 16 May 2007) 4 of 5
Hixonia Nyasulu (from 16 May 2007) 5 of 5
David Simon 8 of 8
Jean-Cyril Spinetta (to 14 September 2007) 1 of 6
Kees Storm 7 of 8
Jeroen van der Veer 6 of 8
(a) Attendance is expressed as number of meetings attended out of
number eligible to attend.
Board meetings are normally held either in London or Rotterdam,
with at least one off site Board meeting a year. The Chairman is
assisted by the Group Secretary, who ensures that the Boards are
supplied with all the information necessary for their deliberations.
The Chairman and the Group Secretary involve the Senior
Independent Director (see page 36) in the arrangements for Board
meetings.
Board induction and training
Upon election, Directors receive a comprehensive Directors’
Manual and are briefed thoroughly on their responsibilities and
our business. Updates on corporate governance developments
and investor relations matters are frequent items at Board
meetings. Ongoing training is provided for Directors by way of
site visits, presentations, circulated updates, teach-ins and agenda
items at Board or Board committee meetings on, among other
things, Unilever’s business, corporate governance, regulatory
developments, and investor relations matters. In particular, during
2007 the Boards were given a presentation by our external legal
advisers on the new directors’ duties under the UK Companies
Act 2006, which came into force on 1 October 2007. In 2007, a
Board meeting was held in Durban, South Africa which included a
visit to our factory operations, certain retail outlets and charitable
organisations supported by Unilever in South Africa.