Unilever 2011 Annual Report Download - page 41

Our Directors
Non-Executive Directors
Chairman
Unilever has an independent Non-Executive Chairman and a 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 sets the
Boards’ agenda, ensures the Directors receive accurate, timely
and clear information, promotes effective relationships and open
communication between the Executive and Non-Executive
Directors and maintains effective communication with major
shareholders. 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.
Senior Independent Director
Following the retirement of Jeroen van der Veer at the 2011 AGMs,
the Boards have appointed Kees Storm as Vice-Chairman & Senior
Independent Director. He acts as their spokesman, and serves as an
intermediary for the other Directors when necessary. He is also a
point of contact for shareholders if they have concerns which cannot
be resolved through the Chairman or Chief Executive Officer.
Non-Executive Directors
The Non-Executive Directors share responsibility, together with
the Executive Directors, for the execution of the Boards’ duties.
The role of Non-Executive Directors is essentially supervisory. As
they make up the Committees of the Boards, it is important that
they can be considered to be independent.
Role and Responsibilities
The key elements of the role and responsibilities of the Non-
Executive Directors are:
• supervision of and advice to the Chief Executive Officer;
• developing strategy with the Chief Executive Officer;
• scrutiny of performance of the business and Chief Executive
Officer;
• oversight of risks and controls;
• reporting of performance;
• remuneration of and succession planning for Executive
Directors; and
• governance and compliance.
The Non-Executive Directors are chosen individually for their
broad and relevant experience and international outlook, as well
as for their independence and details of their various
appointments can be found in their biographies on page 34. In
consultation with the Nomination Committee, the Boards review
both the adequacy of succession planning processes and
succession planning itself at both Board and Unilever Leadership
Executive (ULE) level. The profile set by the Boards for the
Non-Executive Directors provides guiding principles for the
composition of the Boards in line with the recommendations of
applicable governance regulations and best practice, and takes
into account the balance of skills, diversity, knowledge and
experience on the Boards. The profile set by the Boards for the
Non-Executive Directors and the schedule used for orderly
succession planning can be found on our website at
www.unilever.com/investorrelations/corp_governance.
Meetings
The Non-Executive Directors meet as a group, without the
Executive Directors present, under the leadership of the
Chairman to consider specific agenda items and wide-ranging
business matters of relevance to the Group. In 2011 they met five
times.
Independence
Following the conclusion of a thorough review of all relevant
relationships of the Non-Executive Directors, and their related or
connected persons, our Boards consider all of our Non-Executive
Directors to be independent of Unilever by reference to the criteria
set out in ‘The Governance of Unilever’ and derived from the
relevant best practice guidelines in the Netherlands, United
Kingdom and United States.
None of our Non-Executive Directors are elected or appointed
under any arrangement or understanding with any major
shareholder, customer, supplier or otherwise.
Remuneration
The remuneration of the Non-Executive Directors is determined
by the Boards, within the overall limit set by the shareholders at
the AGMs in 2007, and is reported on page 59. We do not grant our
Non-Executive Directors any personal loans or guarantees nor
are they entitled to any severance payments. Details of the terms
of appointment of our Non-Executive Directors can be seen on the
Unilever website at
www.unilever.com/investorrelations/corp_governance.
Tenure
Our Non-Executive Directors submit themselves for re-election
each year at the AGMs. Although the Dutch Corporate Governance
Code sets the suggested length of tenure at a maximum of 12
years for Non-Executive Directors, they normally serve for a
maximum of nine years in accordance with the UK Corporate
Governance Code. Their nomination for re-election is subject to
continued good performance which is evaluated by the Boards,
based on the recommendations of the Nomination Committee.
Executive Directors
Chief Executive Officer
The Chief Executive Officer has the authority to determine which
duties regarding the operational management of the companies
and their business enterprises will be carried out under his
responsibility, by one or more Executive Directors or by one or
more other persons. This provides a basis for the ULE that is
chaired by and reports to the Chief Executive Officer. For ULE
members’ biographies see page 35.
Executive Directors
During 2011, Unilever had two Executive Directors, the Chief
Executive Officer and Chief Financial Officer, who were also
members of the ULE and are full-time employees of Unilever.
The Executive Directors submit themselves for re-election at the
AGMs each year, and the Nomination Committee carefully
considers each nomination for re-appointment. Executive
Directors stop holding executive office on ceasing to be Directors.
We do not grant our Executive Directors any personal loans or
guarantees.
38 Unilever Annual Report and Accounts 2011
Report of the Directors Governance
CORPORATE GOVERNANCE continued