Unilever 2008 Annual Report Download - page 62

Unilever Annual Report and Accounts 2008 59
Report of the Directors
Report of the Nomination Committee
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 Nomination Committee is responsible for drawing up
selection criteria and appointment procedures for Directors.
Under Unilever’s corporate governance arrangements Executive
and Non-Executive Directors offer themselves for election each
year at the Annual General Meetings. The Nomination Committee
is responsible for recommending candidates for nomination as
Executive Directors, including Chief Executive Officer, and Non-
Executive Directors each year based on the process of evaluations
referred to below. After Directors have been appointed by
shareholders the Committee recommends to the Board candidates
for election as Chairman and Vice-Chairman. The Committee also
has responsibility for supervising the policy of the Chief Executive
Officer on the selection criteria and appointment procedures for
senior management and it keeps oversight of all matters relating
to corporate governance, bringing any issues to the attention of
the Boards. The Committee’s Terms of Reference are available on
our website www.unilever.com/investorrelations/corp_governance
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 re-election as Directors.
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, 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-
Executive Directors 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.
Activities of the Committee during the year
The Committee met six times in 2008. The meetings were fully
attended by David Simon and Michael Treschow. Jeroen van der
Veer attended four meetings. The members also regularly met
outside of formal Committee meetings to discuss succession
issues.
The Committee proposed the nomination of all Directors offering
themselves for re-election at the 2008 AGMs. During 2008, the
Committee also proposed the nominations of two new Executive
Directors.
Jim Lawrence was appointed as an Executive Director at the
AGMs in May 2008, following his appointment as Chief Financial
Officer in September 2007.
During 2008 the Committee conducted an extensive search for a
new Chief Executive Officer to succeed Patrick Cescau who retired
on 31 December 2008. The Committee was supported by an
outside executive search firm engaged to identify suitable
candidates for the role. The process resulted in the Committee’s
recommendation to the Boards to nominate Paul Polman as
Patrick Cescau’s successor. The Committee is pleased to have
identified an excellent candidate, whose competencies match the
profile of role and task required. Paul Polman was nominated by
the Committee for election as an Executive Director at
shareholders’ meetings held in October 2008. He became Chief
Executive Officer with effect from 1 January 2009.
The Committee reviewed and agreed the terms of appointment of
the new Executive Directors in line with best practice.
At the AGMs in May 2008, Kees van der Graaf and Ralph Kugler
retired as Executive Directors.
In June 2008 Professor Geneviève Berger resigned as a Non-
Executive Director, to take up the position of Chief Research &
Development Officer as a member of the Unilever Executive
reporting to the Chief Executive Officer.
The Committee, along with the Boards, reviewed the diversity
within the Group and agreed with management that gender
diversity is an opportunity, especially at the higher levels where
female representation is relatively small.
Following the appointment of an outside consultant to support
the 2006 evaluation process, internal reviews were undertaken
during 2007 and 2008 in relation to the evaluation of the Boards,
the Chairman, the individual Directors and the Board Committees
based on the completion of a questionnaire and interviews. The
Committee has also carried out a self-assessment of its
performance.
David Simon Chairman of the Nomination Committee
Michael Treschow
Jeroen van der Veer