Unilever 2007 Annual Report Download - page 40

38 Unilever Annual Report and Accounts 2007
Report of the Directors continued
Corporate governance continued
The following table shows the attendance of Directors at
Remuneration Committee meetings for the year ended 31
December 2007:
Name Attendance(a)
David Simon (Chairman) 5 of 5
Jean-Cyril Spinetta (to 14 September 2007) 1 of 3
Jeroen van der Veer 5 of 5
(a) Attendance is expressed as number of meetings attended out of
number eligible to attend.
The detailed report of the Remuneration Committee to
shareholders on Directors’ remuneration is on pages 49 to 61.
Corporate Responsibility and Reputation Committee
The Corporate Responsibility and Reputation Committee currently
comprises four Non-Executive Directors and one Executive
Director. It is chaired by Leon Brittan and its other members
are Genevieve Berger, Narayana Murthy, Hixonia Nyasulu and
Ralph Kugler. The Committee has responsibility for the oversight
of Unilever’s conduct with regard to its corporate and societal
obligations and its reputation as a responsible corporate citizen.
The following table shows the attendance of Directors at
Corporate Responsibility and Reputation Committee meetings for
the year ended 31 December 2007:
Name Attendance(a)
Leon Brittan (Chairman from 16 May 2007) 3 of 4
Lynda Chalker (Chair to 16 May 2007) 2 of 2
Genevieve Berger (from 16 May 2007) 2 of 2
Antony Burgmans (to 16 May 2007) 0 of 2
Wim Dik (to 13 September 2007) 2 of 3
Ralph Kugler 4 of 4
Narayana Murthy (from 16 May 2007) 2 of 2
Hixonia Nyasulu (from 16 May 2007) 2 of 2
(a) Attendance is expressed as number of meetings attended out of
number eligible to attend.
See page 63 for the Report of the Corporate Responsibility and
Reputation Committee to shareholders.
Routine business committees
Committees are also set up to conduct routine business as and
when they are necessary. They comprise any two of the Directors
and certain senior executives and officers. They administer or
implement certain matters previously agreed by our Boards or the
Group Chief Executive. The Group Secretary is responsible for the
operation of these committees.
Disclosure Committee
The Boards have set up a Disclosure Committee which is
responsible for helping the Boards ensure that financial and
other information that ought to be disclosed publicly is disclosed
in a timely manner and that the information that is disclosed
is complete and accurate. The Committee comprises the
Group Controller, the Group Secretary, the Chief Legal Officer and
the Group Treasurer.
Director matters
Various formal matters
The borrowing powers of NV Directors on behalf of NV are not
limited by the Articles of Association of NV. PLC Directors have
the power to borrow on behalf of PLC up to three times the
adjusted capital and reserves of PLC, as defined in its Articles of
Association, without the approval of shareholders (any exceptions
requiring an ordinary resolution).
The Articles of Association of NV and PLC do not require Directors
of NV or Directors of PLC to hold shares in NV or PLC. However,
the remuneration arrangements applicable to our Executive
Directors require them to build and retain a personal shareholding
in Unilever equal to at least 150% of their annual base pay.
Indemnification
Directors’ indemnification, including the terms thereof, is provided
for in Article 19 of NV’s Articles of Association. The power to
indemnify Directors is provided for in PLC’s Articles of Association.
Deeds of indemnity have been issued to all PLC Directors.
Appropriate Directors’ and Officers’ liability insurance is in place
for all Unilever Directors.
Conflicts of interest
We attach special importance to avoiding conflicts of interest
between on the one hand NV and PLC and on the other hand
their Directors. The Boards are responsible for ensuring that there
are rules in place to avoid conflicts of interest by Board members.
Conflicts of interest are not understood to include transactions
and other activities between companies in the Unilever Group.
Shareholder matters
Relations with shareholders and other investors
We believe it is important both to explain our business
developments and financial results to investors and to understand
their objectives.
The Chief Financial Officer has lead responsibility for investor
relations, with the active involvement of the Group Chief
Executive. They are supported by our Investor Relations
department which organises presentations for analysts and
investors. Such presentations are generally made available on our
website. Briefings on quarterly results are given via teleconference
and are accessible by telephone or via our website. For further
information visit our website at www.unilever.com/investorcentre
The Boards are regularly briefed on reactions to the quarterly
results announcements. They, or the relevant Board Committee,
are briefed on any issues raised by shareholders that are relevant
to their responsibilities.
Our shareholders can, and do, raise issues directly with the
relevant Executive Director or the Chairman and, if appropriate,
a relevant Non-Executive Director or the Senior Independent
Director.