Unilever 2011 Annual Report Download - page 42

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There are no family relationships between any of our Executive
Directors, members of the ULE or Non-Executive Directors, and
none of our Executive Directors or other key management
personnel are elected or appointed under any arrangement or
understanding with any major shareholder, customer, supplier or
otherwise.
Outside appointments
Unilever recognises the benefit to the individual and to the Group
of involvement by Unilever senior executives acting as directors of
other companies outside the Unilever Group, broadening their
experience and knowledge. For our Executive Directors, the
number of outside directorships of listed companies is generally
limited to one per individual, and in the case of publicly listed
companies approval is required from the Chairman. Outside
directorships must not involve an excessive commitment or
conflict of interest. Fees paid in connection with an outside
directorship may be retained by the individual, reflecting that any
outside directorship is the responsibility of the individual and that
Unilever takes no responsibility in this regard.
Director matters
Conflicts of interest
We attach special importance to avoiding conflicts of interest
between NV and PLC and their Directors. The Boards are
responsible for ensuring that there are rules in place to avoid
conflicts of interest by Board members. Conflicts of interest are
understood not to include transactions and other activities
between companies in the Unilever Group.
Authorisation of situational conflicts is given by the Boards to the
relevant Director in accordance with the Articles of Association of
PLC. The authorisation includes conditions relating to keeping
Unilever information confidential and to the exclusion from
receiving and discussing relevant information at Board meetings.
Situational conflicts are reviewed annually by the Boards as part
of the determination of Director independence. In between those
reviews Directors have a duty to inform the Boards of any relevant
changes to the situation. A Director may not vote on, or be counted
in a quorum in relation to, any resolution of the Boards in respect
of any contract in which he or she has a material interest. The
procedures that Unilever have put in place to deal with conflicts of
interest have operated effectively.
Various formal matters
The borrowing powers of NV Directors on behalf of NV are not
limited by the Articles of Association of NV. PLC Directors have
the power to borrow on behalf of PLC up to three times the PLC
proportion of the adjusted capital and reserves of the Unilever
Group, as defined in PLC’s Articles of Association, without the
approval of shareholders (any exceptions requiring an ordinary
resolution).
Indemnification
Directors’ indemnification, including the terms thereof, is
provided for in NV’s Articles of Association. The power to
indemnify Directors is provided for in PLC’s Articles of
Association and deeds of indemnity have been issued to all PLC
Directors. Appropriate qualifying third-party Directors’ and
Officers’ liability insurance was in place for all Unilever Directors
throughout 2011 and is currently in force.
In addition, PLC provides indemnities (including, where
applicable, a qualifying pension scheme indemnity provision) to
the directors from time to time of two subsidiaries that act as
trustee respectively of two of Unilever’s UK pension schemes.
Appropriate trustee liability insurance is also in place.
Our Committees
Board Committees
The Boards have established four Board Committees: the Audit
Committee; the Corporate Responsibility and Reputation
Committee; the Nomination Committee; and the Remuneration
Committee, all formally set up by Board resolutions with defined
remits. They are made up solely of Non-Executive Directors and
report regularly to the Boards.
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’
which is available at
www.unilever.com/investorrelations/corp_governance.
The reports of each Committee can be found on pages 46 to 59.
Management Committee
Disclosure Committee
The Boards have set up, through the Chief Executive Officer, a
Disclosure Committee which is responsible for helping the
Boards ensure that financial and other information required to be
disclosed publicly is disclosed in a timely manner and that the
information that is disclosed is complete and accurate in all
material aspects.
The Committee comprises the Group Controller (Chairman), the
Group Secretary and Chief Legal Officer, the Group Treasurer and
the NV and PLC Deputy Secretaries.
Unilever Annual Report and Accounts 2011
Report of the Directors Governance