Unilever 2010 Annual Report Download - page 50

Unilever Annual Report and Accounts 2010 47
Report of the Directors Governance
Our Committees
Board Committees
The Boards have established the committees described below,
allformally set up by Board resolutions with carefully defined
remits. They are made up solely of Non-Executive Directors and
report regularly to the Boards. For all committees, if Directors
areunable to attend a meeting, they are given the opportunity
before the meeting to discuss with the Chairman of the
committee any agenda items or committee papers.
All committees are provided with sufficient resources
toundertake their duties, and the terms of reference
foreachcommittee are contained within ‘The Governance of
Unilever’ and are also available on our website at
www.unilever.com/investorrelations/corp_governance.
Audit Committee
The Audit Committee assists the Boards in fulfilling
theiroversight responsibilities in respect of: the integrity
ofUnilever’s financial statements; risk management and
internal control arrangements; compliance with legal and
regulatory requirements; the performance, qualifications
and independence of the external auditors; and the
performance of the internal audit function. The Audit
Committee is supplied with all information necessary for
theperformance of its duties by the Chief Auditor, Chief
Financial Officer, Group Controller and external auditors,
and both the Chief Auditor and the external auditors have
direct access to the Audit Committee separately from
management. The Audit Committee is directly responsible,
subject to local laws regarding shareholder approval, for the
nomination, compensation andoversight of the external
auditors. The AuditCommittee is compliant with the rules
regarding audit committees applicable in the Netherlands, the
UK and the US.
The Audit Committee is comprised only of independent
Non-Executive Directors with a minimum requirement of
three such members. It is chaired by Kees Storm, and its
othermembers are Charles Golden and Byron Grote. Wim
Dik stepped down as a member of the Committee following
hisretirement as a Director at the 2010 AGMs in May. The
Boards have satisfied themselves that all the current members
of the Audit Committee are competent in financial matters
and have recent and relevant experience and that, for the
purposes of the US Sarbanes-Oxley Act of 2002, Kees Storm
is the Audit Committee’s financial expert. The Audit
Committee’s meetings are attended, by invitation, by the
Chief Financial Officer, the Chief Legal Officer, the Group
Controller, the Chief Auditor and our external auditors.
See the Report of the Audit Committee to the shareholders
on pages 56 and 57.
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
Sir Malcolm Rifkind and its other members are Louise Fresco
and Hixonia Nyasulu. Narayana Murthy stepped down
asamember of the Committee following his retirement
asaDirector at the 2010 AGMs in May.
See the Report of the Corporate Responsibility and
Reputation Committee to shareholders on pages 58 and 59.
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 a minimum of two
independent Non-Executive Directors and the Chairman.
The Nomination Committee is chaired by Jeroen van
derVeer, and its othermembers are Michael Treschow
andPaulWalsh. Following Jeroen van der Veer’s retirement
at the end ofthe 2011 AGMs, it is intended that PaulWalsh
will succeed him asChairman of the Nomination Committee
and both Ann Fudge and Kees Storm will become members
of the Committee.
See the Report of the Nomination Committee to the
shareholders on page 60.
Remuneration Committee
The Remuneration Committee reviews Directors’
remuneration and is responsible for the executive
share-based incentive plans. It makes proposals to the
Boards, within the parameters set by our shareholders, on
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.Its other
members are Ann Fudge, Michael Treschow and Paul Walsh.
Following Jeroen van der Veer’s retirement at the end ofthe
2011 AGMs, it is intended that PaulWalsh will succeed him
asChairman of the Remuneration Committee and Kees
Storm will become a member of the Committee.
The Directors’ Remuneration Report is found on pages
61to67.