Unilever 2012 Annual Report Download - page 80

ABOUT UNILEVER GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
77Unilever Annual Report and Accounts 2012 Report of the Directors overnance
Deloitte is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation
to executive remuneration consulting in the UK. Further details can be found at www.remunerationconsultantsgroup.com.
During the year the Committee also sought input from the Chief Executive Officer (Paul Polman), the Chief Human Resources Officer
(Doug Baillie) and the SVP Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior
management. No individual was present when their own remuneration was being discussed to ensure a conflict of interest did not
arise. The Committee also received legal and governance advice from the Group Secretary (Tonia Lovell).
Shareholder votng
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of
a substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons
for any such vote and would set out in the following Annual Report and Accounts any actions in response to it.
The following table sets out actual voting in respect of our previous Report:
Votng outcome (% of votes) For Aganst
2011 Director’s Remuneration Report (2012 AGM) PL 939% 61%
31,530,263 votes were withheld (c. 2.5% of share capital).
The Directors’ Remuneration Report is not subject to a shareholder vote in the Netherlands.
Audted nformatonAudted nformaton
Executve Drectors’ remuneraton n 2012
Remuneraton for ndvdual Executve Drectors (audited)
Annual emoluments 2012
Name and base country
Base
salary
 ‘000
Fxed
allowance
 ‘000
Value of
benefts
 ‘000
Bonus
 ‘000
Sub total
 ‘000
Penson
 ‘000
Share
awards
 ‘000
Total
 ‘000
Paul Polman (UK) 1,169(a) 308(b) 332(c) 2,406(d) 4,215 134(e) 3,290() 7,639()
Jean-Marc Huët (UK) 860(f) 419(g) 46(h) 1,295(d) 2,620 02,699() 5,319
Total 2012 2,029 727 378 3,701 6,835 134 5,989 12,958
Total 2011 1,840 0489(k) 2,133 4,462 506(l) 5,640 10,608(m)
(a) The CEO’s base salary was set in sterling at £920,000 per annum from January 2012 to June 2012. It was increased to £975,200 effective 1 July 2012.
(b) Fixed allowance set in sterling at £250,000 which replaced certain benefits and pension. The CEO elected to invest part of his fixed allowance into the
Unilever international pension plan fund in 2012.
(c) Benefits for medical insurance, tax return preparation and costs of provision for death-in-service benefits and administration. Also includes payment to
protect against the difference between the employee social security obligations in his country of residence versus the UK. He also received a further
payment of €152,505 in 2012 in relation to his social security obligations for 2010 and 2011 following a reconciliation for those years. This data was previously
captured in the Allowances and Other Payments section.
(d) Bonus for the full year 2012. Includes the value of both the cash element and the portion invested in NV and PLC shares under the MCIP. It does not include
matching shares awarded on a conditional basis under the MCIP.
(e) Conditional supplemental pension provision agreed with the CEO on hiring. This payment is conditional on the CEO remaining in employment with Unilever
to age 60 and subsequently retiring from active service or his death or total disability prior to retirement.
(f) The CFO’s base salary was set in sterling at £680,000 from January 2012 to June 2012. It was increased to £714,000 effective 1 July 2012.
(g) Fixed allowance set in sterling at £340,000 for 2012 which replaced certain benefits and pension.
(h) Includes benefits for medical insurance, tax return preparation and costs of provision for death-in-service benefits and administration.
(i) Costs are non-cash and relate to the expenses following IFRS 2. This is based on share prices on grant dates, 98% adjustment factor for GSIP and MCIP
shares awarded in 2012 and GSIP shares awarded in 2011 and 2010, and 89% adjustment factor for GSIP shares awarded in 2009 to take account of the
external performance condition TSR.
(j) This does not include the one-time Dutch crisis tax charge to which Dutch-based employers like Unilever N.V. are subject of 16% on the portion of employees’
2012 salaries exceeding €150,000 from current employment that is taxable in the Netherlands. This tax charge for Unilever N.V. with respect to the CEO is €112,394.
(k) Value of benefits in 2011 also included an allowance in lieu of company car, private use of chauffeur-driven car, entertaining allowance and, for the CFO,
an annual housing and educational allowance, but excluded death-in-service benefits.
(l) Pension in 2011 also included company contributions towards defined contribution pension plans and death-in-service benefits.
(m) Total 2011 split Paul Polman €6,661m and Jean-Marc Huët €3,947m.
Amounts have been translated into euros using the average exchange rate over the year: €1 = £0.8107 (2011: €1 = £0.8692).
We do not grant our Executive Directors any personal loans or guarantees.