Unilever 2007 Annual Report Download - page 38

36 Unilever Annual Report and Accounts 2007
Report of the Directors continued
Corporate governance continued
We do not grant our Executive Directors any personal loans or
guarantees.
There are no family relationships between any of our Executive
Directors, other key management personnel or Non-Executive
Directors. None of our Executive Directors are elected or
appointed under any arrangement or understanding.
Outside Appointments
Unilever recognises the benefit to the individual and to the Group
of involvement by Unilever Executives acting as directors of other
companies outside the Unilever Group, broadening their
experience and knowledge. The number of outside directorships
of listed companies is generally limited to one per individual. In
the case of publicly listed companies approval is required from the
Chairman. Outside directorships must not involve an excessive
commitment or conflict of interest. Unilever Executives must at all
times ensure that their time commitment to Unilever takes
precedence over any outside directorship. As of 2008 fees paid in
connection with an outside directorship may be retained by the
individual. This reflects that any outside directorship is for the sole
responsibility of the individual and that Unilever takes no
responsibility in this regard. For Executive Directors’ biographies
see page 46.
Non-Executive Directors
The Non-Executive Directors share responsibility for the execution
of the Boards’ duties, taking into account their specific
responsibilities, which are essentially supervisory. In particular,
they comprise the principal external presence in the governance
of Unilever, and provide a strong independent element. See
page 46 for their biographies.
Role and Responsibility
The key elements of the role and responsibilities of our Non-
Executive Directors are:
• supervision of and advice to the Group Chief Executive;
• developing strategy with the Group Chief Executive;
• scrutiny of performance;
• oversight of controls;
• reporting of performance;
• remuneration of and succession planning for Executive
Directors; and
• governance and compliance.
Our Non-Executive Directors are chosen for their broad and
relevant experience and international outlook, as well as
their independence. They form the Audit Committee, the
Nomination Committee, the Remuneration Committee and
in majority the Corporate Responsibility and Reputation
Committee. The roles and membership of these key Board
committees are described on pages 37 and 38. The profile set by
the Boards for the Non-Executive Directors and the chart used for
orderly succession planning can be seen on our website at
www.unilever.com/investorcentre/corpgovernance
Meetings
The Non-Executive Directors meet as a group, without the
Executive Directors present, under the chairmanship of Mr
Treschow. In 2007 they met three times as a group. In addition,
the Non-Executive Directors (including the Chairman) usually meet
before each Board meeting with the Group Chief Executive and
the Group Secretary.
Senior Independent Director
Our Non-Executive Directors have appointed David Simon as
Senior Independent Director. He acts as their spokesman. The
Senior Independent Director is consulted by the Chairman on
the agenda and arrangements for Board meetings. He is also,
in appropriate cases, a point of contact for shareholders and
other stakeholders.
Tenure
Our Non-Executive Directors submit themselves for re-election
each year. Their nomination for re-election is subject to continued
good performance which is evaluated by the Boards, based on
the recommendations of the Nomination Committee. The
Nomination Committee carefully considers each nomination for
reappointment. The Non-Executive Directors normally serve for a
maximum of nine years.
Remuneration
The remuneration of the Non-Executive Directors is determined by
the Boards, within the overall limit set by the shareholders at the
AGMs in 2007, and it is reported on page 59. Details of the
engagement of our Non-Executive Directors can be seen on the
Unilever website.
Other appointments
Non-Executive Directors may serve on boards of other companies,
provided they do not involve a conflict of interest or restrict their
ability to discharge their duties to Unilever.
Independence
Taking into account the role of Non-Executive Directors, which is
essentially supervisory, and the fact that they make up the key
committees of the Boards, it is important that our Non-Executive
Directors can be considered to be independent.
Our definition of ‘independence’ for Directors is set out in
‘The Governance of Unilever’. It is derived from the applicable
definitions in use in the Netherlands, UK and US. Our current
Non-Executive Directors are considered to be independent of
Unilever. Our Boards reached this conclusion after conducting a
thorough review of all relevant relationships of the Non-Executive
Directors, and their related or connected persons.
A number of relationships, such as non-executive directorships,
exist between various of our Non-Executive Directors and
companies that provide banking, insurance or financial advisory
services to Unilever. Our Boards considered in each case the
number of other companies that also provide or could readily
provide such services to Unilever, the significance to those
companies of the services they provide to Unilever, the roles
of the Non-Executive Directors within those companies and
the significance of that role to our Non-Executive Directors.