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72 Unilever Annual Report and Accounts 2012Report of the Directors overnance
DIRETORS’ REMUNERATION REPORT continued
2012 outcomes
AT A LANE
• CEO – £1,950,400 (100% of maximum,
200% of base salary)
• CFO – £1,049,580 (98% of maximum,
147% of base salary)
When determining bonus payments the Committee considers performance against targets, the quality of business performance
and the individual performance rating (in accordance with our Group-wide performance management system).
Performance aganst targets
Performance against targets was strong with maximum underlying sales growth and underlying volume growth targets being
exceeded, meaning we grew above our markets and outperformed much of the competition. Core operating margin improvement
was close to maximum. This included a mix of higher-quality margin drivers and a reduction in restructuring charges.
The Committee considered that the CEO had an exceptional year leading the business to deliver outstanding financial performance,
strong returns to shareholders and excellent progress towards achieving a number of the goals set under the USLP. Similarly the
Committee considered that the CFO had a strong year, supporting the CEO in delivering this business success.
Taking into account performance against targets, the quality of results and individual contribution, the Committee determined that the
CEO should be awarded a bonus of 200% of base salary in respect of 2012 with the CFO being awarded a bonus of 147% of base salary.
2013 bonus polcy
There will be no change to the Executive Directors’ annual bonus opportunities for 2013 as set out in the Remuneration Policy table
on page 65 and the annual bonus performance metrics will remain the same as for 2012.
MIP
AT A LANE
• Out of their after-tax annual bonus awards,
Executive Directors are required to invest 25%
of their gross bonus and may invest up to 60%
of their gross bonus in the MCIP
• They are awarded an equal number of MCIP
matching shares
• Maximum vesting of 15x initial award
The MCIP investment is made personally by Executive Directors
from their net after-tax annual bonus. In the event that their net
after-tax annual bonus is insufficient to cover full participation in
the MCIP at 60%, Executive Directors write Unilever a cheque for
the balance of the shares they purchase. In return, they receive
a corresponding award of performance-related matching shares.
On 18 February 2013, the CEO invested 60% and the CFO invested
25% of their 2012 bonus into MCIP investment shares and received
corresponding awards of performance-related MCIP matching
shares. MCIP matching awards are subject to the same
performance metrics as GSIP awards (see below). Further
information on matching awards is set out on page 78.
SIP
AT A LANE
• Maximum award 200% of base salary for
the CEO and 175%* of base salary for CFO
• Maximum vesting of 2x initial award
• Maximum vesting of 400% of base salary for
the CEO and 350%* of base salary for the CFO
* T his is the current operational maximum. The maximum pursuant
to the remuneration policy is 178% with maximum vesting of 356%
of base salary as set out on page 67.