Unilever 2015 Annual Report Download - page 78
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(a)
For the three busness-focused performance measures, 25% of target awards vest for achevng threshold performance 200% of target awards vest (capped
at 150% under the MIP) for maxmum performance
(b) For the relatve TSR measure, Unlever’s TSR s measured aganst a comparator group of other consumer goods companes TSR measures the return
receved by a shareholder, capturng both the ncrease n share prce and the value of dvdend ncome (assumng dvdends are renvested) The TSR results
are measured on a common currency bass to better reflect the shareholder experence
The current TSR peer group s as follows
Avon olgate-Palmolve Henkel L’Oréal Recktt Benckser
Beersdorf Danone Kao Nestlé Shsedo
ampbell Soup eneral Mlls Kellogg’s Pepso
oca-ola Estée Lauder Kmberly-lark Procter & amble
The TSR comparator group conssts of 18 companes (19 ncludng Unlever) No shares n the porton of the award subect to TSR vest f Unlever s ranked
below poston 10 n the peer group at the end of the three-year perod, 50% vests f Unlever s ranked 10th, 100% vests f Unlever s ranked 7th and 200%
(150% under the MIP) vests f Unlever s ranked 3rd or above Straght-lne vestng occurs between these ponts The ommttee may change the TSR
vestng levels set out above f the number of companes n the TSR comparator group changes
ULTIMATE REMEDY/MALUS
rants under the SIP and MIP are subect to ultmate remedy Upon vestng of an award, the ommttee shall have the dscretonary
power to adust the value of the award f the award, n the ommttee’s opnon takng all crcumstances nto account, produces an unfar
result In exercsng ths dscreton, the ommttee may take nto account Unlever’s performance aganst non-fnancal measures The
ommttee wll only adust the value of a vestng SIP and MIP award upwards after obtanng shareholder consent Wth effect from
the 2015 SIP and MIP awards, the ommttee may apply malus to reduce an award or determne that t wll not vest or only vest n
part n the event of a sgnfcant downward restatement of the fnancal results of Unlever, gross msconduct or gross neglgence,
materal breach of Unlever’s ode of Busness Prncples or any of the Unlever ode Polces or conduct by the ndvdual that results
n sgnfcant losses or serous reputatonal damage to Unlever The annual bonus wll also be subect to malus on the same grounds as
apply for SIP and MIP awards
LAWBAK
The ommttee has dscreton to reclam or claw-back some or all of the value of awards of performance-related payments to Executve
Drectors n the event of a sgnfcant downward restatement of the fnancal results of Unlever Ths ncludes the annual bonus together
wth any awards that have been made and/or vested shares under the Share Matchng Plan, the SIP and the MIP Ths claw-back
may be effected up to two years from vestng by reducng outstandng awards or requrng the return of the net value of vested awards
to Unlever
In 2015, the ommttee dd not reclam or claw-back any of the value of awards of performance-related payments to Executve Drectors
SINLE FIURE OF REMUNERATION AND IMPLEMENTATION OF THE REMUNERATION POLIY IN 2015 FOR EXEUTIVE
DIRETORS (AUDITED)
The table below shows a sngle fgure of remuneraton for each of our Executve Drectors, for the years 2014 and 2015
Base salary and fxed allowance are set n sterlng and reman
unchanged from 2014 through 2015, please read the notes below
the table for more nformaton
Paul Polman
EO (UK)
(’000)
Jean-Marc Hut
FO (UK)
(’000)
2015 2014 2015(a) 2014
(A) Base salary 1,392 1,251 738 885
(B) Fxed allowances and other benefts 901 787 273 377
() Annual bonus 2,573 1,652 812 778
Long-term ncentves
(D) MIP matchng shares –
(requred by UK law) 1,972 1,803 382 370
(E) SIP performance shares –
(requred by UK law) 3,404 3,923 1,820 3,022
Long-term ncentves (sub-total) 5,376 5,726 2,202 3,392
(F) ondtonal supplemental penson 161 145 n/a n/a
Total remuneraton pad – (requred by UK law) (A+B++D+E+F) 10,403 9,561 4,025 5,432
() Share awards (requred by Dutch law) 3,274 4,206 573 2,249
Total remuneraton pad – (requred by Dutch law) (A+B++F+) 8,301 8,041 2,396 4,289
(a) The 2015 fgures relate to amounts pad or payable to Jean-Marc Hut for hs servces between 1 January 2015 and 1 October 2015, the date that Jean-Marc
Hut ceased to be FO and an Executve Drector of Unlever Detals regardng hs leavng arrangements can be found on page 78
Where relevant, amounts for 2015 have been translated nto euros usng the average exchange rate over 2015 (1 = £07254) Amounts for
2014 have been translated nto euros usng the average exchange rate over 2014 (1 = £08071), excludng amounts n respect of MIP and
SIP whch have been translated nto euros usng the exchange rate at vestng date of 17 February 2015 (1 = £07383)
We do not grant our Executve Drectors any personal loans or guarantees
71Unilever Annual Report and Accounts 2015 Governance