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76 Unilever Annual Report and Accounts 2012Report of the Directors overnance
The following table provides a summary of the Committee’s activities during and shortly following the end of the financial year:
DIRETORS’ REMUNERATION REPORT continued
Meetng Standng agenda tems Other agenda tems
January 2012 Review and approval of performance for 2011 annual bonus Update on shareholder consultation on
and 2009 long-term incentives. executive remuneration.
Setting targets for 2012 annual bonus and 2012-2014 MCIP
and GSIP awards.
Review of draft Directors’ Remuneration Report.
Approval of ULE reward decisions for 2012.
February 2012 Review of Executive Directors’ base salary levels. Update on shareholder consultation on
executive remuneration.
Aprl 2012 AGM preparation.
July 2012 Update from AGM. Consideration of performance metrics for long-term
Review of annual and long-term performance for
outstanding plans.
incentive arrangements.
Update on European market trends in executive remuneration
and corporate governance.
September 2012 Review of performance metrics for long-term incentive
arrangements including review of feedback from shareholders.
October 2012 Review of annual and long-term performance for Consideration of remuneration policy in light of proposed
outstanding plans. BIS regulations.
Update on European market trends in executive remuneration
and corporate governance.
Review of benchmarking and initial consideration of base
salary increases.
Review of expenses.
Review of terms of reference.
December 2012 Review of annual and long-term performance for Consideration of remuneration policy in light of proposed
outstanding plans. BIS regulations.
Preliminary review of targets for 2013 annual bonus Update on Unilever North America Omnibus Equity
and 2013-2015 MCIP and GSIP awards. Compensation Plan.
Review of first draft of the Directors’ Remuneration Report.
Review of Executive Directors’ base salaries.
January 2013 Review and approval of performance for 2012 annual
Held following the and 2010 long-term incentives.
year end but prior to Setting targets for 2013 annual bonus and 2013-2015 MCIP
the finalisation of this and GSIP awards.
report. Review of draft Directors’ Remuneration Report.
Approval of ULE reward decisions for 2012.
Committee effectiveness evaluation.
Advsers
While it is the Committee’s responsibility to exercise independent judgement, the Committee does request advice from management
and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.
The Committee appointed Deloitte LLP to provide independent advice on various matters it considered. Deloitte were appointed in 2011
following an interview process by the Committee. During the year, Deloitte also provided specific tax, consultancy and corporate finance
services to Unilever. The Committee is comfortable that the Deloitte LLP engagement partner and team, that provide remuneration advice
to the Committee, do not have connections with Unilever NV or Unilever PLC that may impair their independence. The Committee reviewed
the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts.