Unilever 2010 Annual Report Download - page 47

44 Unilever Annual Report and Accounts 2010
Our Governance Structure
and the Boards continued
Board changes
The current Directors, with their biographies, are shown on
page 40.
At the 2010 AGMs, Leon Brittan, Wim Dik and Narayana Murthy
retired as Non-Executive Directors.
Following his appointment as Chief Financial Officer in February
2010, Jean-Marc Huët was elected as an Executive Director at
the2010 AGMs.
Paul Polman was re-elected as an Executive Director, and
LouiseFresco, Ann Fudge, Charles Golden, Byron Grote, Hixonia
Nyasulu, Kees Storm, Michael Treschow, Jeroen van der Veer and
Paul Walsh were re-elected as Non-Executive Directors, at the
2010 AGMs. In addition, Sir Malcolm Rifkind was appointed as
aNon-Executive Director.
At the 2011 AGMs all current Executive and Non-Executive
Directors will be nominated for re-election, with the exception
ofJeroen van der Veer who will be retiring as a Non-Executive
Director, and will also step down as Vice-Chairman & Senior
Independent Director, and Chairman of the Nomination
Committee and Remuneration Committee. In addition, Mr Sunil
Bharti Mittal will be proposed forelection as a Non-Executive
Director at the 2011 AGMs. MrMittal is the Founder, Chairman
&Group CEO of Bharti Enterprises and his appointment
willbringbusiness building experience in developing markets
rangingfrom the entrepreneurial to large-scale corporate
activities. Biographical details for Mr Mittal are contained in
the2011 AGMNotices, which are available on our website at
www.unilever.com/agm.
Balance of Non-Executive Directors and Executive Directors
Executive Directors 2
Independent
Non-Executive Directors 10
Non-Independent
Non-Executive Directors 0
Length of tenure of Non-Executive Directors
0-3 years 6
3-6 years 5
6-9 years 1
+9 years 0
Gender split of Directors
Male 9
Female 3
Report of the Directors Governance
Our Directors
Non-Executive Directors
Chairman
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
and ensuring their effectiveness. The Chairman also takes the
lead in creating effective Boards, managing the relationships
between Directors, and working closely with the Chief Executive
Officer to ensure the successful functioning of the Boards whilst
evaluating and monitoring compliance with Unilever’s Code
Policies and governance processes.
The Chairman ensures that the Directors receive accurate,
timelyand clear information, in particular about the Group’s
performance, to enable the Boards to take sound decisions,
monitor effectively and provide advice to promote thesuccess
ofthe Group.
In conjunction with the Chief Executive Officer and the Group
Secretary, the Chairman sets the agenda and is pivotal in
creatingthe conditions for overall Board and individual Director
effectiveness. With the Group Secretary, the Chairman will take
thelead in providing a properly constructed induction programme
for new Directors that is comprehensive, formal and tailored. The
Chairman’s role is also to promote effective relationships and open
communication, both inside and outside the boardroom, between
the Non-Executive Directors and the Executive Directors, and
tocreate an environment that allows constructive debate and
challenge from all Board members. The Chairman will also act
onthe results of the annualBoard evaluation.
The Chairman makes sure that effective processes are
established relating to succession planning and the composition
of the Boards. The Chairman addresses the development needs
of the Boards as a whole with a view to enhancing its overall
effectiveness as a team, and identifies the development needs
of individual Directors by regularly reviewing a personalised
approach to training and development with eachDirector.
Together with the Vice-Chairman & Senior Independent Director
and the Chief Executive Officer, the Chairman maintains effective
communication with major shareholders so as to ensure that the
Boards develop an understanding of their views.
Senior Independent Director
The Non-Executive Directors have appointed Jeroen van der Veer
as Senior Independent Director. He acts as their spokesman, and
serves as an intermediary for the other Directors when necessary.
He is also, in appropriate cases, a point of contact for shareholders
and other stakeholders in order to help develop a balanced
understanding of their issues and concerns. Upon Jeroen van der
Veer’s retirement, it is intended that he will be succeeded by Kees
Storm, with effect from the conclusion of the 2011 AGMs.