Unilever 2013 Annual Report Download - page 86
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Please find page 86 of the 2013 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.THE OMPENSATION AND MANAEMENT RESOURES
OMMITTEE
Durng 2013, the ommttee comprsed four Non-Executve
Drectors Paul Walsh (ommttee harman), Mchael Treschow,
Ann Fudge and Kees Storm
The ommttee revewed ts terms of reference durng the year
The ommttee s concerned wth
• the remuneraton polcy for the ULE and senor corporate
executves
• the remuneraton and benefts of the Drectors and other
members of the ULE
• the desgn and terms of all long-term ncentve plans
• leadershp development, especally of the ULE and senor
corporate executves and
• performance evaluaton of the members of the ULE
The ommttee’s revsed terms of reference are contaned wthn
‘The overnance of Unlever’, and are also set out on our webste
at wwwunlevercom/nvestorrelatons/corp_governance
Durng the year, the ommttee revewed ts own effectveness
and concluded that t was broadly operatng effectvely Where
approprate, the ommttee agreed steps to enhance ts
effectveness
ADVISERS
Whle t s the ommttee’s responsblty to exercse ndependent
udgement, the ommttee does request advce from
management and professonal advsers, as approprate, to ensure
that ts decsons are fully nformed gven the nternal and external
envronment
The ommttee apponted Delotte LLP to provde ndependent
advce on varous matters t consdered Delotte was apponted n
2011 followng an ntervew process by the ommttee Durng the
year, Delotte also provded other servces to Unlever prmarly n
relaton to the Drectors’ Remuneraton Report The wder Delotte
frm has also provded tax and consultancy servces ncludng tax
complance, transfer prcng, fnancal transformaton, IT
restructurng and sourcng strateges advce to Unlever Delotte s
a member of the Remuneraton onsultants roup and, as such,
voluntarly operates under the code of conduct n relaton to
executve remuneraton consultng n the UK Further detals can
be found at wwwremuneratonconsultantsgroupcom
The ommttee s satsfed that the Delotte LLP engagement
partner and team, whch provde remuneraton advce to the
ommttee, do not have connectons wth Unlever NV or Unlever
PL that mght mpar ther ndependence The ommttee
revewed the potental for conflcts of nterest and udged that
there were approprate safeguards aganst such conflcts
The fees pad to Delotte LLP n relaton to advce provded to the
ommttee n the year up to 31 December 2013 were £47,000 Ths
fgure s calculated based on tme spent and expenses ncurred
for the maorty of advce provded, but on occason for specfc
proects a fxed fee may be agreed
Durng the year, the ommttee also sought nput from the hef
Executve Offcer (Paul Polman), the hef Human Resources
Offcer (Doug Balle) and the SVP lobal Head of Reward (Peter
Newhouse) on varous subects ncludng the remuneraton of
senor management No ndvdual was present when hs or her
own remuneraton was beng dscussed to ensure a conflct of
nterest dd not arse The ommttee also receved legal and
governance advce from the roup Secretary (Tona Lovell)
SHAREHOLDER VOTIN
Unlever remans commtted to ongong shareholder dalogue and
takes an actve nterest n votng outcomes In the event of a
substantal vote aganst a resoluton n relaton to Drectors’
remuneraton, Unlever would seek to understand the reasons for
any such vote and would set out n the followng Annual Report
and Accounts any actons n response to t
The followng table sets out actual votng n respect of our
prevous report
Votng outcome (% of votes) For Aganst
2012 Drectors’ Remuneraton Report (2013 AM) PL 9539% 461%
32,520,664 votes were wthheld (c 25% of share captal)
The Drectors’ Remuneraton Report s not subect to a
shareholder vote n the Netherlands Wth effect from 1 January
2014, the mplementaton of the Remuneraton Polcy wll be a
dscusson tem pror to the adopton of the Annual Accounts
The Drectors’ Remuneraton Report has been approved by the
Boards and sgned on ther behalf by Tona Lovell, roup Secretary
83
Unlever Annual Report and Accounts 2013 overnance