Board and Management Committees
The Boards have established a number of committees. Further details on these committees are set out in 'The Governance of Unilever'. The Terms of Reference of each of the Committees can be found in the relevant sections of The Governance of Unilever.
The Boards of Unilever
To ensure unity of governance and management, the chairman and all of the directors are directors of both NV and PLC. The Boards are one-tier boards, comprising Executive Directors and, in a majority, Non-Executive Directors. Further details of how our Boards effectively operate as one board, govern themselves and delegate their authorities are set out in 'The Governance of Unilever'.
Appointment of Directors
In order to try to ensure that NV and PLC have the same directors, the articles of association of both NV and PLC contain provisions which ensure that both NV and PLC shareholders are presented with the same candidates for election as directors. Shareholders have the right to nominate candidates to the Boards of Unilever taking into account the need to ensure unity of management and in line with local legal requirements.
In nominating directors, Unilever’s profile for potential Non-Executive Directors takes into account the roles of Non-Executive Directors set out in the Dutch Corporate Governance Code and the UK Corporate Governance Code. The profile considers diversity in terms of nationality, race, gender and relevant expertise and directs that, wherever possible, the Boards should reflect Unilever’s consumer base.
The Unilever Boards are pleased that over 50% of Non-Executives are women. However, Unilever feels that, whilst gender is an important part of diversity, Unilever directors will continue to be selected on the basis of the wide-ranging experience, backgrounds, skills, knowledge and insight of its members.
Further details of the procedure to appoint directors are set out in the document 'Appointment procedure for NV and PLC directors'.
The profiles of our Non-Executive Directors and their retirement schedules are set out in the documents below. Details on the directors' remuneration policy, including service contracts, can be found in our Directors' Remuneration Report within our Annual Report and Accounts.
This report also sets out how we have implemented our remuneration policy and is available via the Annual Report & Accounts section of our website. Further details of the role and responsibilities of the chairman, the chief executive officer and the Executive and Non-Executive Directors are set out in the document entitled 'The Governance of Unilever' (PDF | 440KB).
The Audit Committee comprises a minimum of three non-executive directors, two of whom represent a quorum. The committee assists the Boards in fulfilling their oversight responsibilities in respect of the integrity of: Unilever's financial statements; risk management and internal control arrangements; compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors; the policy on work that can and cannot be performed by the external auditors and the compliance thereof; and the performance of the internal audit function.
The committee is also responsible for making recommendations to the Boards on the nomination of and compensation payable to the external auditors. The Audit Committee is fully compliant with the rules regarding Audit Committees that are applicable in the Netherlands, UK and US.
The Compensation Committee comprises a minimum of three non-executive directors (other than the Chairman who may be appointed as an additional member). The committee reviews the remuneration of the executive and non-executive directors and the tier of management directly below the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans and the leadership development, remuneration policy and performance evaluation of the Unilever Leadership Executive and Senior Corporate Executives.
Corporate responsibility committee
The Corporate Responsibility Committee comprises a minimum of three non-executive directors. The committee has responsibility for the oversight of Unilever's corporate responsibility and its reputation as a responsible corporate citizen.
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee comprises a minimum of three non-executive directors. The committee recommends to the Boards candidates for the positions of director and has responsibilities for succession planning; reporting on the Boards’ policy; and oversight of corporate governance matters.
The Disclosure Committee
The Disclosure Committee comprises the Group Controller, the Chief Legal Officer, the Group Secretary, the Group Treasurer and the NV and PLC Deputy Secretaries. The purpose of the committee is to help the Boards ensure that financial and other information that ought to be disclosed publicly by Unilever is disclosed in a timely manner and that the information that is disclosed is complete and accurate.
Routine Business committees
Routine Business Committees are set up to conduct routine business as and when the Boards consider that they are necessary and administer certain matters previously agreed by our boards or by the Unilever executive.