Unilever 2015 Annual Report Download - page 90
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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 Tom oslng of Prcewaterhouseoopers (Pw) to provde ndependent advce on varous matters t
consdered The wder Pw frm has also provded tax and consultancy servces to Unlever ncludng tax complance, transfer prcng,
R&D and grant clams, other tax related servces, contract complance revews, fnance controllers’ tranng, nternal audt advce and
secondees, thrd party rsk and complance advce, sustanablty assurance and consultng, and fnancal due dlgence
Pw 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, whch s avalable at wwwremuneratonconsultantsgroupcom
wwwremuneratonconsultantsgroupcom
The ommttee s satsfed that the Pw 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 Pw n relaton to advce
provded to the ommttee n the year to 31 December 2015 were £30,000 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 EO (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
Executve Drector was present when ther 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)
LARIFIATION STATEMENT
After publcaton of our Drectors’ Remuneraton Report 2013 the ommttee ssued a clarfcaton statement at the request of The
Investment Assocaton (prevously IMA and ABI) The statement s avalable on our webste The statement confrms that we wll not
make share awards hgher than the maxmum awards stated n our Remuneraton Polcy for exstng and newly hred Executve Drectors
wthout pror shareholder approval It further clarfes that awards to newly hred Executve Drectors to buy out remuneraton tems on
leavng the prevous employer as provded n the new hres polcy wll be done under the SIP onsequently, under such exceptonal
crcumstances, the aggregated SIP share awards for a newly hred Executve Drector may be hgher than the maxmum annual award
set out n the Remuneraton Polcy As stated n the Remuneraton Polcy n relaton to new hres, we wll nform shareholders of any such
buyout awards when announcng the appontment
wwwunlevercom/ara2015/downloads
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
2014 Drectors’ Remuneraton Report (excludng the Drectors’ Remuneraton Polcy)
(2015 AM)(a) PL 9628% 372%
(a) 8,729,239 votes were wthheld (approxmately 068% of share captal)
The Drectors’ Remuneraton Report s not subect to a shareholder vote n the Netherlands
The Drectors’ Remuneraton Report has been approved by the Boards and sgned on ther behalf by Tona Lovell, roup Secretary
83Unilever Annual Report and Accounts 2015 Governance