Unilever 2012 Annual Report Download - page 63

60 Unilever Annual Report and Accounts 2012Report of the Directors overnance
REPORT OF THE NOMINATIN AND ORPORATE OVERNANE OMMITTEE
OMMITTEE MEMBERS AND ATTENDANE
ATTENDANE
Paul Walsh 6 / 6
hairman of the Nominating and Corporate
Governance Committee
Ann Fudge 6 / 6
Kees Storm 6 / 6
Mchael Treschow 6 / 6
This table shows the attendance of Directors at Committee meetings
for the year ended 31 December 2012. If Directors are unable to attend
a meeting, they have the opportunity beforehand to discuss any agenda
items with the Committee Chairman. Attendance is expressed as the
number of meetings attended out of the number eligible to attend.
HIHLIHTS OF 2012
• Recommendation to the Boards of three
potential new Non-Executive Directors
• Focused on Board and Committee succession
• Board and Committee performance
evaluation process
• Renaming of Board Committees and review
of terms of reference
• Reviewed relevant legislative and corporate
governance changes
• Reviewed relevant recommendations
on diversity
• Response to UK Executive Remuneration
Consultations
• Revised standard terms of appointment
for Non-Executive Directors
PRIORITIES FOR 2013
• Continued focus on Board and
Committee succession
• Review induction arrangements for new
Non-Executive Directors
Role of the ommttee
The Nominating and Corporate Governance Committee
(formerly the Nomination Committee) comprises three
Independent Non-Executive Directors and the Chairman.
It is chaired by Paul Walsh. The other members are Ann Fudge,
Kees Storm and Michael Treschow. The Group Secretary acts
as secretary to the Committee.
The Committee is responsible for evaluating the balance of
skills, experience, independence and knowledge on the Board
and drawing up selection criteria, ongoing succession planning
and appointment procedures. Executive and Non-Executive
Directors offer themselves for election each year at the Annual
General Meetings. The Nominating and Corporate Governance
Committee is responsible for recommending candidates for
nomination as Executive Directors (including the Chief Executive
Officer) and Non-Executive Directors each year based on the
process of evaluations referred to below. After Directors have
been appointed by shareholders the Committee recommends
to the Boards candidates for election as Chairman and Vice-
Chairman/Senior Independent Director. During the year
the Committee also consulted with the Chief Executive Officer
on the selection criteria and appointment procedures for senior
management. It also keeps oversight of all matters relating to
corporate governance, bringing any issues to the attention of
the Boards. The Committee’s Terms of Reference are contained
in ‘The Governance of Unilever’ and are also available on our
website at www.unilever.com/investorrelations/corp_governance.
Process for the appontment of Drectors
Unilever has formal procedures for the evaluation of the Boards,
the Board Committees and the individual Directors. The Chairman,
in conjunction with the Vice-Chairman/Senior Independent
Director, leads the process whereby the Boards assess their own
performance as well as interviews between the Chairman and each
of the Directors to discuss individual performance. The results of
the evaluations are provided to the Committee when it discusses
the nominations for re-election of Directors.
Where a vacancy arises on the Boards, the Committee may seek
the services of specialist recruitment firms and other external
experts to assist in finding individuals with the appropriate skills
and expertise. The Committee reviews candidates presented
by the recruitment firm, or recommended by Directors and
members of the Unilever Leadership Executive, and all members
of the Committee are involved in the interview process before
making their recommendations to the full Boards for approval.
In nominating Directors, the Committee follows the agreed Board
profile of potential Non-Executive Directors, which takes into
account the roles of Non-Executive Directors set out in the Dutch
and UK Corporate Governance Codes. The Board profile, contained
in ‘The Governance of Unilever’ which can be found on our website
at www.unilever.com/investorrelations/corp_governance, includes
that the Boards should comprise a majority of Non-Executive
Directors who should be independent of Unilever and free from
any conflicts of interest. With respect to composition and qualities
of the Boards, they should be in keeping with the size of Unilever,
its portfolio, culture and geographical spread and its status as a
listed company, with the objective pursued by the Boards having a
variety of age, gender, expertise, social background and nationality
and, wherever possible, the Boards should reflect Unilever’s
consumer base and take into account the footprint and strategy
of the Group. The Board profile is set out opposite. The Committee
also this year set out a profile for Non-Executive Directors
appointed as future members of the Audit Committee. This includes
experience with financial administration, accounting policies,
internal control and risk management of multinationals with share