Unilever 2012 Annual Report Download - page 69
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66 Unilever Annual Report and Accounts 2012Report of the Directors overnance
DIRETORS’ REMUNERATION REPORT continued
Element Purpose Operaton Opportunty Performance hanges Supportng
and lnk to metrcs made to nformaton
strategy polcy
Management The MCIP Executive Directors are Vesting of the The Committee None Performance metrics
o-Investment encourages required to buy Unilever’s matching shares sets three-year for 2013 awards which
Plan (MIP) senior shares out of their after-tax ranges between 0% performance are measured over the
The key terms
of the MCIP
were approved
by shareholders
at the
2010 AGM.
management
to shift their
focus firmly
towards the
sustained
delivery of high
performance
results over the
longer term by
requiring them
to invest at least
25% of their
annual bonus
in Unilever’s
shares and hold
those shares for
at least 3 years.
annual bonus. They must
invest at least 25% and may
invest up to 60% of the value
of their gross annual bonus
in Unilever’s shares
(investment shares) and
receive a corresponding
number of performance-
related shares (matching
shares), which will vest only
after three years subject to:
•Unilever’s performance
against long-term MCIP
targets over the next
three years;
•continued employment;
and
and 150% of the grant
level, dependent on
actual performance
against long-term
MCIP targets.
As such, the
maximum award of
matching shares for
the CEO and CFO (as
a percentage of base
salary), assuming
a maximum bonus,
maximum deferral
under the MCIP
and maximum
performance under
the MCIP, would be
targets for each
MCIP matching
share award and
may change these
for future awards
as the Committee
considers
appropriate.
Performance
metrics are
linked to Unilever’s
clearly stated
growth ambition
and our long-term
business strategy.
three-year period 2013-2015
are described under the GSIP
on page 67.
The Committee considers
that using the same
performance metrics across
both the MCIP and GSIP
is appropriate, as the
performance metrics used
reflect our key strategic
goals and maintain the
alignment of our incentive
plans to delivering our clearly
stated growth ambition.
Given that we use four
different performance
metrics, the Committee
These shares •maintenance of the 180% of base salary believes that the proportion
can earn underlying investment and 135% of base of remuneration linked to
additional shares. salary respectively. each performance condition
matching shares
to the extent
that long-term
performance
targets are met.
Awards under the MCIP
may be subject to ‘clawback’
in the event of a significant
downward revision of
the financial results
is not excessive.
of the Group.
Awards under the MCIP are
subject to ‘ultimate remedy’
whereby the Committee may
adjust awards where the
result is considered unfair.