Unilever 2012 Annual Report Download - page 52

ABOUT UNILEVER GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
49Unilever Annual Report and Accounts 2012 Report of the Directors overnance
Our Drectors
Our Drectors
Non-Executve Drectors
harman
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.
Vce-harman/Senor Independent Drector
Kees Storm is Vice-Chairman/Senior Independent Director. He
acts as the Boards’ 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-Executve Drectors
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 Responsbltes
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 the 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 42.
In consultation with the Nominating and Corporate Governance
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
in ‘The Governance of Unilever’ document and on our website
at www.unilever.com/investorrelations/corp_governance.
Meetngs
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 2012 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, UK and US.
None of our Non-Executive Directors are elected or appointed
under any arrangement or understanding with any major
shareholder, customer, supplier or otherwise.
Remuneraton
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 80. We do not grant our
Non-Executive Directors any personal loans or guarantees nor
are they entitled to any severance payments.
Tenure
Subject to individual review, the Boards propose the Non-Executive
Directors 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. Their nomination
for re-election is subject to continued good performance which
is evaluated by the Boards, based on the recommendations of the
Nominating and Corporate Governance Committee.
Executve Drectors
hef Executve Offcer
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 43.
Executve Drectors
During 2012, Unilever continued to have 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 Nominating and Corporate
Governance 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.
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.