Unilever 2009 Annual Report Download - page 57

Corporate governance (continued)
54 Unilever Annual Report and Accounts 2009
Report of the Directors Governance
The following table shows the attendance of Directors at Audit
Committee meetings for the year ended 31 December 2009:
Name Attendance
Kees Storm (Chairman) 5of 5
Wim Dik 5of 5
Charles Golden 5of 5
Byron Grote 5of 5
Attendance is expressed as number of meetings attended out of
number eligible to attend.
See page 63 for the Report of the Audit Committee to the
shareholders.
Nomination Committee
The Nomination Committee recommends to the Boards candidates
for the positions of Director. It also has responsibilities for
succession planning and oversight of corporate governance
matters. It is supplied with information by the Group Secretary.
The Nomination Committee comprises two independent Non-
Executive Directors and the Chairman. The Nomination Committee
is chaired by Jeroen van der Veer, following the retirement of
David Simon as Chairman of the Committee at the 2009 AGMs.
Its other members are Michael Treschow and Paul Walsh, who
joined the Committee following the 2009 AGMs.
The following table shows the attendance of Directors at
Nomination Committee meetings for the year ended
31 December 2009:
Name Attendance
Jeroen van der Veer (Chairman from 14 May 2009) 6of 6
David Simon (Chairman to 14 May 2009) 3of 3
Michael Treschow 6of 6
Paul Walsh (from 14 May 2009) 2of 3
Attendance is expressed as number of meetings attended out of
number eligible to attend.
See page 66 for the Report of the Nomination Committee
to the shareholders.
Remuneration Committee
The Remuneration Committee reviews Directors’ remuneration
and is responsible for the executive share-based incentive plans. It
determines, within the parameters set by our shareholders, specific
remuneration arrangements for each of the Executive Directors,
the remuneration scales and arrangements for Non-Executive
Directors and the policy for the remuneration of the tier of
management directly below the Boards. The Committee is advised
by the Group Secretary on matters of corporate governance.
The Remuneration Committee comprises a minimum of three
independent Non-Executive Directors. The Remuneration
Committee is chaired by Jeroen van der Veer, following the
retirement of David Simon as Chairman of the Committee at the
2009 AGMs. Its other members are Ann Fudge, Michael Treschow
and Paul Walsh. Ann Fudge and Paul Walsh joined the Committee
following the 2009 AGMs.
The following table shows the attendance of Directors at
Remuneration Committee meetings for the year ended
31 December 2009:
Name Attendance
Jeroen van der Veer (Chairman from 14 May 2009) 7of 7
David Simon (Chairman to 14 May 2009) 3of 3
Ann Fudge (from 14 May 2009) 4of 4
Michael Treschow 7of 7
Paul Walsh (from 14 May 2009) 2of 4
Attendance is expressed as number of meetings attended out of
number eligible to attend.
The Directors’ Remuneration Report is on pages 67 to 73.
Corporate Responsibility and Reputation Committee
The Corporate Responsibility and Reputation 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. It comprises a minimum of three
Non-Executive Directors. It is chaired by Leon Brittan and its other
members are Louise Fresco, who joined the Committee following
the 2009 AGMs, Narayana Murthy and Hixonia Nyasulu. Both
Leon Brittan and Narayana Murthy will step down as members of
the Committee following their retirement as Directors at the 2010
AGMs in May.
The following table shows the attendance of Directors at
Corporate Responsibility and Reputation Committee meetings for
the year ended 31 December 2009:
Name Attendance
Leon Brittan (Chairman) 4of 4
Louise Fresco (from 14 May 2009) 2of 2
Narayana Murthy 3of 4
Hixonia Nyasulu 4of 4
Attendance is expressed as number of meetings attended out of
number eligible to attend.
See pages 64 and 65 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, and they administer or
implement certain matters previously agreed by our Boards or the
Chief Executive Officer. 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 required to be disclosed publicly is disclosed in a
timely manner and that the information that is disclosed is
complete and accurate in all material aspects. The Committee
comprises the Group Controller (Chairman), the Group Secretary
and Chief Legal Officer, the Group Treasurer and the NV Corporate
Legal Counsel.