Unilever 2007 Annual Report Download - page 50

Terms of Reference
The Nomination Committee comprises two Independent Non-
Executive Directors and the Chairman. It is chaired by David
Simon, Vice Chairman and Senior Independent Director. Its other
members are Michael Treschow and Jeroen van der Veer. The
Group Secretary acts as secretary to the Committee.
The Committee is responsible for drawing up selection criteria and
appointment procedures for Directors. Under Unilever’s corporate
governance arrangements all Executive and Non-Executive
Directors offer themselves for election each year at the Annual
General Meetings, unless they are retiring. The Nomination
Committee is responsible for recommending candidates for
nomination as Executive Directors, including Group Chief
Executive, and Non-Executive Directors each year. The Committee
does so on the basis of an evaluation of the Boards, its
Committees and its individual members. The Committee
periodically assesses the size and the composition of the Board,
and makes proposals for the composition profile of the Board.
After Directors have been appointed by shareholders the
Committee recommends to the Board candidates for election as
Chairman and Vice-Chairman.
In addition to its responsibility for succession planning within and
to the Board, under its Terms of Reference the Committee has
responsibility for supervising the policy of the Group Chief
Executive on the selection criteria and appointment procedures
for senior management.
The Committee keeps oversight of all matters relating to
corporate governance and brings any issues to the attention of
the Boards. The Committee’s full Terms of Reference and the
information used by it for succession planning are available on
our website www.unilever.com/investorcentre/corpgovernance
Process for the appointment of Directors
Unilever has formal procedures for evaluation of the Boards, the
Board Committees and the individual Directors. The results of the
evaluations are provided to the Committee when it discusses the
nominations for election as Directors. All Directors offer
themselves for re-election every year, unless they are retiring.
Where a vacancy arises on the Boards, the Committee seeks the
services of specialist recruitment firms and other external experts
to assist in finding individuals with the appropriate skills and
expertise.
In nominating Directors to the Boards, the Committee follows the
agreed Board Profile of potential Non-Executive Directors, which
takes into account the roles of Non-Executive Directors set out in
the Dutch Corporate Governance Code and the UK Combined
Code on Corporate Governance. Under the terms of the
Governance of Unilever the Boards should comprise a majority of
Non-Executive Directors and the Profile provides that three of
these have strong financial experience, and staff the Audit
Committee. To represent Unilever’s areas of interest, the Profile
also indicates there should be a strong representation from
Developing and Emerging markets as well as from Europe and
North America. Non-Executives should be independent of Unilever
and free from any conflicts of interest.
The Profile looks at diversity in terms of nationality, race, gender
and relevant expertise and directs that, wherever possible, the
Boards should reflect Unilever’s consumer base. For more details
see www.unilever.com/investorcentre/corpgovernance
Activities of the Committee during the year
The Committee met six times in 2007. David Simon and Jeroen
van der Veer attended all meetings. The other Committee
members attended all meetings that they were eligible to attend,
except Jean-Cyril Spinetta who attended three out of four
meetings he was eligible to attend.
The Committee proposed the nomination of all Directors offering
themselves for re-election at the 2007 AGMs. In 2007, the
Committee also proposed the nomination of the new Chairman,
and three new Non-Executive Directors. These were Michael
Treschow, Genevieve Berger, Narayana Murthy and Hixonia
Nyasulu respectively.
Michael Treschow is the first person from outside Unilever to hold
the office of Chairman and, following the restructuring of the
Boards in recent years, is the first independent, Non-Executive
Chairman. Michael has been a member of the Nomination
Committee since June 2007.
The three new Non-Executive Directors appointed in 2007 were
chosen specifically to strengthen the Boards’ knowledge in IT and
science as well as to increase representation from the D&E
markets and enhance diversity of both background and expertise.
All three Non-Executive Directors are members of the Corporate
Responsibility and Reputation Committee.
In 2007 an outside executive search firm was engaged to identify
candidates for the role of Chief Financial Officer, following the
retirement of Rudy Markham at the 2007 AGMs. Jim Lawrence
was chosen by the Boards, through the selection process, to
become Chief Financial Officer with effect from 1 September
2007, and he will be nominated for election as an Executive
Director at the 2008 AGMs.
Following the appointment of an outside consultant to support
the 2006 evaluation process, an internal review was undertaken
during 2007 in relation to the evaluation of the Boards, the
Chairman, the individual Directors and the Board Committees
based on the completion of a questionnaire.
The Committee discussed general matters of succession planning
and talent management with the Group Chief Executive. The
Committee reviewed and agreed new the terms of appointment
of Non-Executive Directors in line with best practice.
Changes to composition
Antony Burgmans left the Committee when stepping down as
Chairman in May 2007 and Jean-Cyril Spinetta stepped down
when he resigned as a Director in September 2007. Michael
Treschow was appointed to the Committee on 27 June 2007. At
all times, the majority of the Nomination Committee consisted of
independent Non-Executive Directors.
The Board evaluated the performance of the Committee and the
Committee carried out a self assessment of its performance.
David Simon Chairman of the Nomination Committee
Michael Treschow
Jeroen van der Veer
Report of the Nomination Committee
48 Unilever Annual Report and Accounts 2007
Report of the Directors continued