Unilever 2010 Annual Report Download - page 63

60 Unilever Annual Report and Accounts 2010
Report of the Directors Governance
Report of the Nomination Committee
Terms of Reference
The Nomination Committee comprises two Independent
Non-Executive Directors and the Chairman. It is chaired by Jeroen
van der Veer and its other members are Michael Treschow
andPaul Walsh. Jeroen van der Veer will step down from the
Committee at the conclusion of the 2011 AGMs, and PaulWalsh
willbe recommended to the Boards to Chair the Committee.
TheGroupSecretary acts as secretary to the Committee.
The Nomination Committee is responsible for drawing up
selection criteria and appointment procedures. 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 the 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 Boards candidates for election
asChairman and the Vice-Chairman & Senior Independent
Director. 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 contained within
‘TheGovernance ofUnilever’ and are also available on our website
www.unilever.com/investorrelations/corp_governance.
Process for the appointment of Directors
Unilever has formal procedures for the evaluation of the Boards, the
Board Committees and the individual Directors. The Chairman, in
conjunction with the Vice-Chairman & Senior Independent Director,
leads the process whereby the Boards assess their own performance
and 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 may
seekthe services of specialist recruitment firms and other external
experts to assist in finding individuals with the appropriate skills
and expertise. The Committee reviews candidates presented
bythe recruitment firm, or by Directors and members of
theUnilever Executive, and all members of the Committee are
involved in the interview process before making their
recommendations to the full Boards for approval.
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. 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.
It is recognised that Executive Directors may be invited to become
aNon-Executive Director of another company and that such an
appointment, subject to the approval of the Chairman and where
relevant the Chief Executive Officer, may broaden the knowledge
and experience to the benefit of the Group (see page 40 for details
in the biographies).
Activities of the Committee during the year
The Committee met seven times in 2010. All meetings were
attended by Jeroen van der Veer, Michael Treschow and Paul
Walsh. Other attendees at Committee meetings (or part thereof)
were the Chief Executive Officer, the Chief HR Officer, the Group
Secretary and, where appropriate, external advisers.
The Committee proposed the nomination of all Directors offering
themselves for re-election at the 2010 AGMs in May 2010. During
2010, the Committee also proposed the nominations of Jean-Marc
Huët as an Executive Director and Sir Malcolm Rifkind asa
Non-Executive Director at the 2010 AGMs in May. Jean-Marc Huëtwas
chosen because the Boards believe that his experience inthe
corporate and financial world would be a great asset to the business,
and Sir Malcolm Rifkind was chosen because, with his broad
background in international affairs, he would be a valuable addition to
the Boards. Upon appointment as a Non-Executive Director Sir Malcolm
Rifkind was subsequently appointed as Chairman of theCorporate
Responsibility and Reputation Committee. In making these
appointments the Nomination Committee was supported byan
independent executive search firmchosen by the Committee which
had been engaged to identify suitable candidates for the rolesrequired.
Following his appointment atthe 2010 AGMs, theCommittee
approved an extensive induction programme for SirMalcolm Rifkind.
The Nomination Committee recommended the appointment
ofTonia Lovell as the Group Secretary following Steve Williams’
retirement in July 2010.
Supported by an independent executive search firm, the Committee
carried out a search for a new Non-Executive Director and is
delighted that Mr Sunil Bharti Mittal has agreed to join our Boards.
Itis believed that Mr Mittal would further strengthen the range of
expertise available on the Boards, as well as meeting our
Non-Executive Director profile. Mr Mittal has been proposed by the
Committee for election as a Non-Executive Director at the 2011
AGMs in May 2011.
As part of its corporate governance responsibilities, during the year
the Committee considered the new UK Corporate Governance
Code, which will apply to Unilever from 1 January 2011, and will
continue to ensure that Unilever complies with the new provisions,
where appropriate, for our 2011 reporting year.
An internal evaluation was undertaken by the Chairman and the
Vice-Chairman & Senior Independent Director with the assistance of the
Group Secretary during 2010 in relation to the performance of the
Boards, of the Chairman, of the individual Directors and of the Board
Committees. Feedback from Directors was obtained through detailed
questionnaires which were used as the basis for the overall evaluation of
the Boards and Board Committees, and a series ofinterviews with the
Chairman and individual Directors. The Committee also carried out an
assessment of its own performance, led by the Committee Chairman.
The results of the Board, the BoardCommittees and Chairman
evaluations were discussed at theDecember 2010 Board Meetings.
Jeroen van der Veer Chairman of the Nomination Committee
Michael Treschow
Paul Walsh