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58 Unilever Annual Report and Accounts 2011
Report of the Directors Governance
DIRECTORS’ REMUNERATION REPORT continued
The highest and lowest share price per ordinary PLC 31⁄9p share during the year were £21.73 and £17.93 and the market price per
ordinary PLC 31⁄9p share at year end was £21.63.
Executive Directors’ interests in shares (audited)
Share type(a) Shares held at 1 January 2011(b) Shares held at 31 December 2011(b)
Paul Polman NV 111,953 173,401
PLC 70,033 131,481
Jean-Marc Huët NV 23,000 38,769
PLC 23,000 38,769
(a) NV shares are ordinary €0.16 shares and PLC shares are ordinary 31⁄9p shares.
(b) Numbers are excluding awards and options over shares which are disclosed above.
The table shows the interest in NV and PLC ordinary shares of Executive Directors and their connected persons as at 31 December 2011.
On 17 February 2012 Paul Polman and Jean-Marc Huët invested 60% and 25% respectively of their annual bonus over 2011 in the MCIP.
This resulted in 17,772 NV and 17,772 PLC investment shares for Paul Polman and 3,649 NV and 3,649 PLC investment shares for
Jean-Marc Huët. They each received a corresponding award under the MCIP of performance-related NV and PLC shares, which will vest
after three years depending on Unilever’s performance, continued employment and maintenance of the underlying investment shares.
The voting rights of the Directors who hold interests in the share capital of NV and PLC are the same as for other holders of the class of
shares indicated. None of the Directors’ (Executive and Non-Executive) or other executive officers’ shareholdings amounts to more than
1% of the issued shares in that class of share. Except as stated above, all shareholdings are beneficial.
Non-Executive Directors
Terms and conditions
The terms of engagement of Non-Executive Directors are set out in letters of appointment. Non-Executive Directors are appointed for a
three-year term, subject to satisfactory performance and re-nomination and re-election at forthcoming annual shareholder meetings.
Non-Executive Directors may terminate their engagement upon three months’ notice. The letters of appointment do not contain
provision for notice periods or for compensation if their appointments are terminated by Unilever.
Details of Non-Executive Directors’ letters of appointment can be found in the table below.
Non-Executive Directors’ letters of appointment
Non-Executive Director
Date first appointed
to the Board
Effective date of current
letter of appointment Non-Executive Director
Date first appointed
to the Board
Effective date of current
letter of appointment
Michael Treschow 16 May 2007 15 May 2007 Hixonia Nyasulu 16 May 2007 15 May 2007
Louise Fresco 14 May 2009 25 May 2009 Sir Malcolm Rifkind 12 May 2010 13 May 2010
Ann Fudge 14 May 2009 6 July 2009 Kees Storm 9 May 2006 15 May 2007
Charles Golden 9 May 2006 17 May 2007 Paul Walsh 14 May 2009 21 May 2009
Byron Grote 9 May 2006 16 May 2007 Jeroen van der Veer(a) 8 May 2002 14 May 2007
Sunil B Mittal 12 May 2011 12 May 2011
(a) Retired at AGMs in May 2011.
Non-Executive Directors’ fees
Non-Executive Directors receive annual fees from NV and PLC.
No other remuneration is given in respect of their non-executive
duties. The Boards determine non-executive fee levels within a
total annual limit specified in PLC’s Articles of Association. In
2008 shareholders approved an increase in the limit for PLC to
£2,000,000 and €3,000,000 for NV.
Unilever’s fee levels reflect the commitment and contribution
expected by the Group. Fee levels are also benchmarked at
regular intervals against those paid in other global non-financial
companies based in Europe.
Personal shareholding
The Committee has agreed to encourage the Non-Executive
Directors to build up a personal shareholding of at least one times
their annual fees over the five years from 1 January 2012
(or appointment if later). This principle, together with the new fee
structure for Non-Executive Directors (see below under the
section ‘Fee levels’) has been endorsed by the Boards.
Fee levels
Fee levels paid in 2011 remained unchanged over those paid in
2010 and are as follows:
NV PLC
Chairman €355,000 and £237,500
Vice-Chairman/Senior
Independent Director €85,800 and £82,500
Chairman of the Audit Committee €55,000 and £38,000
Board Committee Chairman €50,000 and £35,000
Non-Executive Directors €45,000 and £31,000
An additional set fee of €3,625 and £2,500 per Board meeting is
paid to Non-Executive Directors for intercontinental travel when
joining Board meetings, where applicable.
With effect from 1 January 2012 Unilever will move to a modular
fee structure which better reflects the roles and responsibilities