Unilever 2011 Annual Report Download - page 40

Download and view the complete annual report

Please find page 40 of the 2011 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 133

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133

37
Board evaluation
The Chairman, in conjunction with the Vice-Chairman & Senior
Independent Director, leads the process whereby the Boards
formally assess their own performance, with the aim of helping to
improve the effectiveness of the Boards and their Committees.
The evaluation process consists of an internal exercise performed
annually with an independent third-party evaluation carried out at
least once every three years.
The internal evaluation process includes an extensive bespoke
and confidential questionnaire for all Directors to complete. The
detailed questionnaire invites comments on a number of areas
including board responsibility, performance, operations,
effectiveness, training and knowledge. In addition, each year the
Chairman conducts a process of evaluating the performance and
contribution of each Director, including an interview with each.
The evaluation of the performance of the Chairman is led by the
Vice-Chairman & Senior Independent Director and the Chairman
leads the evaluation of the Chief Executive Officer, both by means
of confidential, bespoke questionnaires. Committees of the
Boards evaluate themselves annually under supervision of their
respective chairmen taking into account the views of respective
Committee members and the Boards.
As a result of the recommendations from the 2010 evaluation,
Board meetings were organised to ensure there was sufficient
time to allow for greater contributions from the Non-Executive
Directors.
Action taken in 2011
Following the commitment made in 2010, the Board conducted an
external board evaluation process using an independent external
third-party consultant, and further information is provided within
the Chairman’s Statement on page 2.
Appointment of Directors
Directors are appointed by shareholders at the AGMs. All existing
Directors, unless they are retiring, submit themselves for re-
election every year, and shareholders vote to re-appoint them by a
simple majority vote. A list of our current Directors and the periods
during which they have served as such is set out on page34.
In order to seek to ensure that NV and PLC have the same
Directors, the Articles of Association of NV and PLC contain
provisions which are designed to ensure that both NV and PLC
shareholders are presented with the same candidates for election
as Directors. This is achieved through a nomination procedure
operated by the Boards of NV and PLC through Unilever’s
Nomination Committee.
Based on the evaluation of the Boards, its Committees and its
individual members, the Nomination Committee recommends to
each Board a list of candidates for nomination at the AGMs of both
NV and PLC. In addition, shareholders are able to nominate
Directors. To do so they must put a resolution to both AGMs in line
with local requirements. However, in order to ensure that the
Boards remain identical, anyone being elected as a Director of NV
must also be elected as a Director of PLC and vice versa.
Therefore, if an individual fails to be elected to both companies
then he or she will be unable to take their place on either Board.
The provisions in the Articles of Association for appointing
Directors cannot be changed without the permission, in the case
of NV, of the holders of the special ordinary shares numbered 1 to
2,400 inclusive and, in the case of PLC, of the holders of PLC’s
deferred stock. The NV special ordinary shares may only be
transferred to one or more other holders of such shares. The joint
holders of both the NV special ordinary shares and the PLC
deferred stock are N.V. Elma and United Holdings Limited, which
are joint subsidiaries of NV and PLC. The Boards of N.V. Elma and
United Holdings Limited comprise the members of the
Nomination Committee, which comprise Non-Executive Directors
of Unilever only.
Group Secretary
The Group Secretary is available to advise all Directors on
matters relating to the governance of the Group and ensures that
Board procedures are complied with. The current Group
Secretary is Tonia Lovell.
Board changes
The current Directors, with their biographies, are shown on page
34.
At the 2011 AGMs, Jeroen van der Veer retired as a Non-Executive
Director and Sunil B Mittal was appointed as a Non-Executive
Director. At the same AGMs, Paul Polman and Jean-Marc Huët
were re-elected as Executive Directors, and Louise Fresco, Ann
Fudge, Charles Golden, Byron Grote, Hixonia Nyasulu, Sir
Malcolm Rifkind, Kees Storm, Michael Treschow and Paul Walsh
were re-elected as Non-Executive Directors.
At the 2012 AGMs all current Executive and Non-Executive
Directors will be nominated for re-election.
The 2012 AGM Notices are available on our website at
www.unilever.com/agm from 28 March 2012.
Unilever Annual Report and Accounts 2011
Report of the Directors Governance