Unilever 2013 Annual Report Download - page 61
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Kees Storm 4 / 4
Charman of the Nomnatng and orporate
Governance Commttee
Ann Fudge 2 / 2
Sr Malcolm Rfknd 2 / 2
Mchael Treschow 4 / 4
Paul Walsh 2 / 2
The composton of the ommttee changed after the 2013 AGMs Ths
table shows the attendance of Drectors at ommttee meetngs for the
year ended 31 December 2013 If Drectors are unable to attend a
meetng, they have the opportunty beforehand to dscuss any agenda
tems wth the ommttee harman Attendance s expressed as the
number of meetngs attended out of the number elgble to be attended
• Board, Commttee and Drector performance
evaluaton process
• Rotaton of Drectors on Board ommttees
• Revew of relevant legslatve and corporate
governance changes
• Revew of Board Dversty Polcy
• ontnued focus on Drector successon
• External Board Evaluaton
• Actve partcpaton n relevant regulatory
consultatons
• Trackng gender metrcs
OMMITTEE MEMBERS AND ATTENDANE
HIHLIHTS OF 2013
PRIORITIES FOR 2014
MEMBERSHIP OF THE OMMITTEE
The Nomnatng and orporate Governance Commttee
comprses two Non-Executve Drectors and the harman
It s chared by Kees Storm The composton of the ommttee
changed after the AGMs n May 2013 when both Paul Walsh and
Ann Fudge left the ommttee At that tme, Kees Storm took over
the harmanshp of the ommttee from Paul Walsh The other
members are Sr Malcolm Rfknd and Mchael Treschow The
Group Secretary acts as secretary to the Commttee The
Commttee met four tmes n 2013 All Commttee members
attended the meetngs they were elgble to attend Other
attendees at Commttee meetngs (or part thereof) were the hef
Executve Offcer, the hef HR Offcer and the Group Secretary
ROLE OF THE OMMITTEE
The Commttee s responsble for evaluatng the balance of sklls,
experence, ndependence and knowledge on the Board and
drawng up selecton crtera, ongong successon plannng and
appontment procedures Executve and Non-Executve Drectors
offer themselves for electon each year at the Annual General
Meetngs The Commttee s responsble for recommendng
canddates for nomnaton as Executve Drectors (ncludng the
hef Executve Offcer) and Non-Executve Drectors each year,
based on the process of evaluatons referred to below After
Drectors have been apponted by shareholders, the ommttee
recommends to the Boards canddates for electon as harman
and Vce-harman/Senor Independent Drector Durng the year,
the ommttee also consulted wth the hef Executve Offcer on
the selecton crtera and appontment procedures for senor
management It also keeps oversght of all matters relatng to
corporate governance, brngng any ssues to the attenton of the
Boards The Commttee’s terms of reference are contaned n ‘The
Governance of Unlever’ and are also avalable on our webste at
wwwunlevercom/nvestorrelatons/corp_governance
PROESS FOR THE APPOINTMENT OF DIRETORS
Unlever has formal procedures for the evaluaton of the Boards,
the Board ommttees and the ndvdual Drectors The
Charman, n conjuncton wth the Vce-harman/Senor
Independent Drector, leads the process whereby the Boards
assess ther own performance Each of the Drectors also has an
ntervew wth the harman to dscuss ndvdual performance
The outcomes of the Board and ndvdual evaluatons are
provded to the ommttee when t dscusses the nomnatons for
re-electon of Drectors
Where a vacancy arses on the Boards, the ommttee may seek
the servces of specalst recrutment frms and other external
experts to assst n fndng ndvduals wth the approprate sklls
and expertse The Commttee revews canddates presented by
the recrutment frm, or recommended by Drectors and
members of the Unlever Leadershp Executve, and all members
of the ommttee are nvolved n the ntervew process before
makng ther recommendatons to the full Boards for approval
In nomnatng Drectors, the ommttee follows the agreed profle
of Unlever’s Boards of Drectors, whch takes nto account the roles
of Non-Executve Drectors set out n the Dutch and UK orporate
Governance Codes The agreed Board profle, contaned n ‘The
Governance of Unlever’, whch can be found on our webste at
wwwunlevercom/nvestorrelatons/corp_governance, ncludes
that the Boards should comprse a majorty of Non-Executve
Drectors who should be ndependent of Unlever and free from any
conflcts of nterest Wth respect to composton and qualtes of
the Boards, they should be n keepng wth the sze of Unlever, ts
portfolo, culture and geographcal spread and ts status as a lsted
company The objectve pursued by the Boards s to have a varety
of age, gender, expertse, socal background and natonalty and,
wherever possble, the Boards should reflect Unlever’s consumer
58 Unlever Annual Report and Accounts 2013overnance
REPORT OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE