Unilever 2007 Annual Report Download - page 39

Unilever Annual Report and Accounts 2007 37
Report of the Directors continued
Corporate governance continued
It concluded that none of these relationships threaten the
independence of the Non-Executive Directors concerned. For
example, the Boards have satisfied themselves that Leon Brittan’s
position at UBS Investment Bank and UBS Securities Company
Limited does not involve him in any way in its broking relationship
with Unilever. The Boards have also formed the view that the fact
that David Simon is a senior adviser of Morgan Stanley
International is not material. The Boards have also satisfied
themselves that the services provided by Paton Tupper Associates
(Pty) Limited and Barloworld Limited, of which Hixonia Nyasulu is
a director and 12.5% shareholder and director respectively, to
Unilever South Africa is not material.
None of our Non-Executive Directors are elected or appointed
under any arrangement or understanding.
Committees
Board committees
The Boards have established the committees described below, all
formally set up by Board resolution with carefully defined remits.
They are made up solely of Non-Executive Directors with the
exception of the Corporate Responsibility and Reputation
Committee which currently has an Executive Director as a
member, and report regularly to the Boards. For all committees, if
Directors are unable to attend a meeting, they are given the
opportunity before the meeting to discuss with the Chairman of
the committee any agenda items or committee papers. All
committees are provided with sufficient resources to undertake
their duties. The terms of reference for each committee can be
found on our website.
Audit Committee
The Audit Committee is comprised only of independent Non-
Executive Directors with a minimum requirement of three. It is
chaired by Kees Storm, and its other members are Wim Dik,
Charles Golden and Byron Grote. The Boards have satisfied
themselves that all the current 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, Kees Storm is the Audit Committee’s financial
expert. The Committee’s meetings are attended, by invitation, by
the Chief Financial Officer, the Chief Legal Officer, the Group
Controller, the Chief Auditor and our external auditors.
The 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. The Committee’s responsibilities and powers are fully aligned
with all requirements in the Netherlands, UK and US. The Audit
Committee is supplied with all information necessary for the
performance of its duties by the Chief Auditor, Chief Financial
Officer, and Group Controller. Both the Chief Auditor and the
external auditors have direct access to the Audit Committee
separately from management.
The following table shows the attendance of Directors at Audit
Committee meetings for the year ended 31 December 2007:
Name Attendance(a)
Kees Storm (Chairman) 6 of 7
Wim Dik 7 of 7
Charles Golden 7 of 7
Byron Grote 7 of 7
(a) Attendance is expressed as number of meetings attended out of
number eligible to attend.
See page 62 for the Report of the Audit Committee to the
shareholders.
Nomination Committee
Our Nomination Committee comprises a minimum of three
independent Non-Executive Directors. It is chaired by David Simon
and its other members are Michael Treschow and Jeroen van der
Veer. Jean-Cyril Spinetta stepped down from the Committee
following his retirement as a Non-Executive Director in September
2007. The Committee recommends to the Boards candidates for
the positions of Director. It also has responsibilities for succession
planning and oversight of corporate governance matters. It is
supplied with information by the Group Secretary.
The following table shows the attendance of Directors at
Nomination Committee meetings for the year ended 31
December 2007:
Name Attendance(a)
David Simon (Chairman) 6 of 6
Antony Burgmans (to 16 May 2007) 3 of 3
Jean-Cyril Spinetta (to 14 September 2007) 3 of 4
Michael Treschow (from 27 June 2007) 3 of 3
Jeroen van der Veer 6 of 6
(a) Attendance is expressed as number of meetings attended out of
number eligible to attend.
See page 48 for the Report of the Nomination Committee
to shareholders.
Remuneration Committee
On 31 December 2007, our Remuneration Committee comprised
two independent Non-Executive Directors following Jean-Cyril
Spinetta stepping down from the Committee following his
retirement as a Non-Executive Director in September 2007. It is
chaired by David Simon and its other member is Jeroen van der
Veer. Michael Treschow was appointed as an additional member
of the Committee in February 2008.
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 arrangements for each of the Executive Directors,
the remuneration scales and arrangements for Non-Executive
Directors and the remuneration of the tier of management
directly below the Boards. The Committee is advised by the Group
Secretary on matters of Corporate Governance.