Unilever 2009 Annual Report Download - page 54

Unilever Annual Report and Accounts 2009 51
• approval of corporate strategy;
• approval of the corporate Annual Plan;
• oversight of the performance of the business;
• review of risks and controls;
• authorisation of major transactions;
• preparation of the Annual Report and Accounts;
• declaration of dividends;
• agreement of quarterly results announcements;
• convening of shareholders’ meetings;
• nominations for Board appointments;
• approval of Board remuneration policy; and
• review of the functioning of the Boards and their Committees.
The following table shows the attendance of Directors at Board
meetings for the year ended 31 December 2009. If Directors are
unable to attend a meeting, they have the opportunity before the
meeting to discuss with the Chairman any agenda items or Board
papers:
Name Attendance
Michael Treschow 8of 8
Paul Polman* 8of 8
James Lawrence* 8of 8
Leon Brittan 7of 8
Wim Dik 8of 8
Louise Fresco (from 14 May 2009) 5of 5
Ann Fudge (from 14 May 2009) 5of 5
Charles Golden 7of 8
Byron Grote 7of 8
Narayana Murthy 8of 8
Hixonia Nyasulu 7of 8
David Simon (to 14 May 2009) 3of 3
Kees Storm 8of 8
Jeroen van der Veer 7of 8
Paul Walsh (from 14 May 2009) 5of 5
Attendance is expressed as number of meetings attended out of
number eligible to attend.
*Executive Director
Board meetings are normally held either in London or Rotterdam,
with one or two off-site Board meetings a year. The Chairman is
assisted by the Group Secretary, who ensures that the Boards are
supplied with all the information necessary for their deliberations.
The Chairman and the Group Secretary involve the Senior
Independent Director (see page 52) in the arrangements for
Board meetings.
Board induction and training
Upon election, Directors receive a comprehensive Directors’
Information Pack and are briefed thoroughly on their
responsibilities and the business. Ongoing training is provided for
Directors by way of site visits, presentations, circulated updates,
teach-ins at Board or Board committee meetings on, among other
things, Unilever’s business, environmental, social and corporate
governance, regulatory developments and investor relations
matters. In 2009, a Board meeting was held at the offices of
Unilever in China which included customer visits to local retail
outlets.
Board evaluation
The evaluation process of our Boards consists of an internal
exercise performed annually with an independent third-party
evaluation carried out when the Boards consider appropriate. The
last time an independent third-party evaluation was carried out
was in 2006. Since 2007 the Chairman, in conjunction with the
Senior Independent Director, has conducted the internal
evaluation process which includes an extensive questionnaire for
all Board members to complete. In addition, each year the
Chairman conducts 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. The Boards agreed to
an enhanced Board training programme in 2010 that would
concentrate on further instruction and familiarisation with Unilever
and its businesses. In addition, formal training for Non-Executive
Directors will also be enhanced in 2010, and all Directors will be
encouraged to attend events of importance in Unilever’s calendar
such as Investor Relations seminars.
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.
The Group Secretary is Steve Williams, who replaced Sven
Dumoulin in that role in October 2009.
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
22 and 23.
Following his appointment as a Director in October 2008, Paul
Polman succeeded Patrick Cescau as Chief Executive Officer in
January 2009.
Leon Brittan, Wim Dik, Charles Golden, Byron Grote, Narayana
Murthy, Hixonia Nyasulu, Kees Storm, Michael Treschow and
Jeroen van der Veer were re-elected as Non-Executive Directors of
NV and PLC at the 2009 AGMs. In addition, Louise Fresco, Ann
Fudge and Paul Walsh were appointed as Non-Executive Directors.
At the 2009 AGMs, David Simon retired as a Non-Executive
Director. At the conclusion of the 2009 AGMs, Jeroen van
der Veer was appointed to the roles of Senior Independent
Director, Vice-Chairman of NV and PLC, and Chairman of our
Remuneration and Nomination Committees that David Simon
held up to the date of his retirement.
Jim Lawrence resigned as an Executive Director on 31 December
2009, and following a smooth transition Jean-Marc Huët was
appointed Chief Financial Officer in February 2010 and will be
proposed for election as an Executive Director at the 2010 AGMs.
At the 2010 AGMs all current Executive and Non-Executive
Directors will be nominated for re-election, with the exception of
Leon Brittan, Wim Dik and Narayana Murthy who will be retiring
as Non-Executive Directors at the end of our 2010 AGMs. Leon
Brittan will also step down as Chairman of the Corporate
Responsibility and Reputation Committee.