Unilever 2007 Annual Report Download - page 37

Unilever Annual Report and Accounts 2007 35
Report of the Directors continued
Corporate governance continued
Board evaluation
The evaluation process of our Boards consists of a three-year cycle
with an independent third party evaluation carried out once every
three years and internal evaluations in each of the two years in
between. The internal evaluations are based on the independent
third party evaluation materials. An independent third party
evaluation was last carried out in 2006. In 2007 our Chairman, in
conjunction with the Senior Independent Director, conducted the
internal evaluation process. An extensive questionnaire for all
Board members formed part of the evaluation process. In
addition, our Chairman conducted a process of evaluating the
performance of each individual Board member, including an
interview with each. A similar process with respect to the
performance of the Chairman was conducted by the Senior
Independent Director after consulting Board members.
Committees of the Boards evaluate themselves under supervision
of their respective chairmen taking into account the views of
respective committee members. The results of the evaluations
were discussed by the Boards.
Board support
The Group Secretary is available to advise all Directors and ensure
that Board procedures are complied with. The position is
appointed and can be removed by the Boards.
A procedure is in place to enable Directors, if they so wish, to
seek independent professional advice at Unilever’s expense.
Board changes
The current Directors, with their biographies, are shown on page
46. All the current Executive Directors held office throughout the
year.
Leon Brittan, Wim Dik, Charles Golden, Byron Grote, David
Simon, Jean-Cyril Spinetta, Kees Storm and Jeroen van der Veer
were re-elected as Non-Executive Directors of NV and PLC at the
2007 AGMs. In addition, Genevieve Berger, Narayana Murthy and
Hixonia Nyasulu were appointed as Non-Executive Directors, and
Michael Treschow became our first independent Non-Executive
Chairman. Michael Treschow was appointed a member of the
Nomination Committee in 2007 and, following a change in the
UK Combined Code on Corporate Governance, a member of the
Remuneration Committee in February 2008.
In 2007, Genevieve Berger, Narayana Murthy and Hixonia Nyasulu
became members of the Corporate Responsibility and Reputation
Committee.
At the 2007 AGMs, Rudy Markham retired as an Executive
Director but remained as Chief Financial Officer until his successor,
Jim Lawrence, was appointed on 1 September 2007. Lynda
Chalker also retired as a Non-Executive Director at the 2007
AGMs, and in September 2007 Jean-Cyril Spinetta stepped down
as Non-Executive Director due to personal reasons.
At the 2008 AGMs all of the Executive Directors and the Non-
Executive Directors will be nominated for re-election, with the
exception of Kees van der Graaf and Ralph Kugler, who will be
stepping down at the meetings. In addition, Jim Lawrence will be
proposed for election as an Executive Director at the 2008 AGMs
following his appointment as Chief Financial Officer in September
2007. Biographical details for Mr Lawrence are contained in the
2008 AGM Notices, and on our website at
www.unilever.com/ourcompany/investorcentre
Chairman and Group Chief Executive
Unilever has a separate independent Non-Executive Chairman and
Group Chief Executive. There is a clear division of responsibilities
between their roles. The Chairman is primarily responsible for
leadership of the Boards, ensuring their effectiveness and setting
their agendas. He is also responsible for ensuring that the Boards
receive accurate, timely and clear information.
The Group Chief Executive has been entrusted, within the
parameters set out in the Articles of Association of NV and PLC
and ‘The Governance of Unilever’, with all the Boards’ powers,
authorities and discretions in relation to the operational
management of Unilever. The Group Chief Executive has the
authority to determine which duties regarding the operational
management of the companies and their business enterprises will
be carried out under his responsibility by one or more Executive
Directors or by one or more other persons. This provides a basis
for the Unilever Executive team (UEx) that is chaired by and
reports to the Group Chief Executive. For UEx members’
biographies see page 47. For our business structure, please refer
to ‘About Unilever’ on pages 7 and 8.
Executive Directors
All Executive Directors are members of the UEx: Patrick Cescau
and, currently, Kees van der Graaf and Ralph Kugler, who will
both be leaving the Boards at the 2008 AGMs. Jim Lawrence
will be proposed for election as an Executive Director at those
AGMs. He is currently a member of UEx in his capacity as Chief
Financial Officer.
The Executive Directors are full-time employees of Unilever.
Information about their remuneration can be found in the report
of the Remuneration Committee and on our website.
The Remuneration Committee takes the view that the entitlement
of the Executive Directors to the security of twelve months’ notice
of termination of employment is in line both with the practice of
many comparable companies and the entitlement of other senior
executives within Unilever. It is our policy to set the level of
severance payments for Directors at no more than one year’s
salary, unless the Boards, at the proposal of the Remuneration
Committee, find this manifestly unreasonable given circumstances
or unless dictated by applicable law.
The Executive Directors submit themselves for re-election at the
AGMs each year. The Nomination Committee carefully considers
each nomination for reappointment.
The Directors stop holding executive office on ceasing to be
Directors. Those appointed prior to 2004 retire at the latest by
the age of 62. Appointees from 2004 onwards retire at an age
between 60 and 65, as decided by either them or Unilever.