Unilever 2012 Annual Report Download - page 72

ABOUT UNILEVER GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
69Unilever Annual Report and Accounts 2012 Report of the Directors overnance
Nominating and Corporate Governance Committee and
re-election at forthcoming annual shareholder meetings.
The new letters of appointment allow for Unilever to terminate
a Non-Executive Director’s appointment in cases of gross
misconduct, bankruptcy or where the Non-Executive Director
is prevented from occupying such a position by law. The new
letters of appointment do not contain provision for notice periods
or compensation if their appointments are terminated by Unilever.
As with the current letters of appointment, Non-Executive
Directors may terminate their engagement upon three months’
notice. Except in exceptional circumstances, the Boards will not
propose Non-Executive Directors for re-nomination when nine
years have elapsed since the date of their appointment.
In considering appointments to the Boards, the Directors and
Unilever give due consideration to the time commitment required
to fulfil the role appropriately.
Non-Executve Drectors’ 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 2007 shareholders approved an increase in the limit for PLC
to £2,000,000 and to €3,000,000 for NV.
Unilever’s fee levels reflect the commitment and contribution
expected by the Group and are set taking into account Unilever’s
Group-wide reward philosophy. Fee levels are benchmarked at
regular intervals against those paid in other global non-financial
companies based in Europe.
With effect from 1 January 2012, Unilever moved to a modular
fee structure for Non-Executive Directors to better reflect the
roles and responsibilities for Committee membership and
Chairmanship. The fees are split 50:50 between PLC (in sterling)
and NV (in euros). Fees for the Chairman and Vice-Chairman
are all-inclusive.
There were no fee increases to the Non-Executive Director
fee levels for 2013.
NV PL
Chairman 313,570 and £275,000
Vice-Chairman 94,070 and £82,500
Basic Non-Executive fee 42,760 and £37,500
ommttee har
Audit 17,100 and £15,000
Nominating and Corporate
Governance 11,400 and £10,000
Compensation and Management
Resources 11,400 and £10,000
Corporate Responsibility 11,400 and £10,000
ommttee Members
Audit 8,550 and £7,500
Nominating and Corporate
Governance 5,700 and £5,000
Compensation and Management
Resources 5,700 and £5,000
Corporate Responsibility 5,700 and £5,000
Non-Executive Directors are encouraged 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).
Remuneraton polcy – supplementary nformaton
Dfferences n pay polcy for drectors and other
employees generally
Remuneration arrangements are determined throughout the
Group based on the same principle – that reward should support
our business strategy and should be sufficient to attract and
retain high-performing individuals without paying more than
is necessary. Unilever is a global organisation with employees
at a number of different levels of seniority and in a number of
different countries and while this principle underpins all reward
arrangements, the way it is implemented varies by geography and
level. All senior management participate in the MCIP and receive
long-term incentive awards.
onsderaton of condtons elsewhere n the roup
When determining the pay of Executive Directors the Committee
considers the pay arrangements for other employees in the Group
to ensure that remuneration arrangements for Executive
Directors remain reasonable.
Unilever employs over 170,000 people in 96 locations and given
this geographic spread the Committee did not consider that it was
appropriate to consult employees on the remuneration policy for
Executive Directors during the year.
Incentve awards granted to Executve Drectors that are not
subect to performance metrcs
No incentive awards were made without performance metrics
in the year.
onsderaton of shareholder vews
The Committee takes the views of shareholders very seriously
and these views have been influential in shaping our policy and
practice. Over the last 12 months we have maintained an open and
regular dialogue with our shareholders on remuneration matters
including consulting with our largest shareholders in the UK and
the Netherlands on the performance metrics for the long-term
incentive arrangements and the revised format of the Report.
Remuneraton scenaros – our emphass on
performance-related pay
It is Unilever’s policy that the total remuneration package for
Executive Directors should be competitive with other global
companies and that a significant proportion should be
performance-related.
The Committee typically reviews, on at least an annual basis,
the impact of different performance scenarios on the potential
reward opportunity and pay-outs to be received by Executive
Directors and the alignment of these with the returns that might
be received by shareholders.