Unilever 2008 Annual Report Download - page 49

Corporate governance continued
46 Unilever Annual Report and Accounts 2008
Report of the Directors
2008 the 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, the Chairman conducted a
process of evaluating the performance of each individual Board
member, including an interview with each. The evaluation of the
performance of the Chairman was led by the Senior Independent
Director.
Committees of the Boards evaluate themselves under supervision
of their respective chairmen taking into account the views of
respective committee members and the Boards.
The results of the various evaluations were discussed by the
Boards and changes were made in respect of Board practices and
processes where considered necessary.
Board support
The Group Secretary is available to advise all Directors and ensure
that Board procedures are complied with. The Boards have the
power to appoint and remove the Group Secretary.
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
pages 18 and 19.
Geneviève Berger, Leon Brittan, Wim Dik, Charles Golden, Byron
Grote, Narayana Murthy, Hixonia Nyasulu, David Simon, Kees
Storm, Michael Treschow and Jeroen van der Veer were re-elected
as Non-Executive Directors of NV and PLC at the 2008 AGMs.
On 1 July 2008 Geneviève Berger stepped down from the Boards
as a Non-Executive Director to join the Unilever Executive team as
Chief Research and Development Officer. Paul Polman became an
Executive Director on 29 October 2008 and, following an orderly
transition, took over from Patrick Cescau on 1 January 2009 as
Chief Executive Officer.
At the 2008 AGMs, Kees van der Graaf and Ralph Kugler stepped
down from the Boards, and Jim Lawrence was appointed an
Executive Director to those Boards following his appointment as
Chief Financial Officer in September 2007.
At the 2009 AGMs all current Executive and Non-Executive
Directors will be nominated for re-election, except David Simon
who will be retiring as a Non-Executive Director at the end of our
2009 AGMs after three terms of three years. During that time he
has served as our Vice Chairman, Senior Independent Director
and Chairman of our Nomination and Remuneration Committees.
It is intended that David will be succeeded in those roles by
Jeroen van der Veer, with effect from the conclusion of the 2009
AGMs.
Chairman and Chief Executive Officer
Unilever has a separate independent Non-Executive Chairman and
Chief Executive Officer. 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 Chief Executive Officer has been entrusted, within the
parameters set out in the Articles of Association of NV and PLC
and in the document entitled ‘The Governance of Unilever’, with
all the Boards’ powers, authorities and discretions in relation to
the operational management of Unilever. The Chief Executive
Officer 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 Chief Executive Officer. For UEx
members’ biographies see page 58. For our business structure,
please refer to ‘About Unilever’ on pages 21 and 22.
Executive Directors
All Executive Directors are members of the UEx.
The Executive Directors are full-time employees of Unilever.
Information about their remuneration can be found in the report
of the Remuneration Committee on pages 60 to 73 and on our
website at www.unilever.com/investorrelations/corp_governance
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 with both 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 Executive Directors at no more than one
year’s salary, unless the Boards, at the proposal of the
Remuneration Committee, find this unreasonable given the
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.
Executive Directors stop holding executive office on ceasing to be
Directors. Executive Directors retire between the ages of 60 and
65, as decided by either them or Unilever.
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 or other key
management personnel are elected or appointed under any
arrangement or understanding, either with any major shareholder,
customer, supplier or otherwise.