Board and Management Committees
The Board has 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 Board of Unilever
The Board comprises Executive Directors and, in a majority, Non-Executive Directors. Further details of how our Board effectively operates, governs itself and delegates its authorities are set out in 'The Governance of Unilever'.
Appointment of Directors
Unilever has long understood the importance of diversity within our workforce because of the wide range of consumers we connect with globally. This goes right through our organisation, starting with the Board.
The composition and quality of the Board should be in keeping with the size of Unilever, its portfolio, culture and geographical spread and its status as a listed company. However, the Board of Unilever believes that whilst gender and ethnicity are 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 PLC directors'.
Details on the Directors' Remuneration Policy, including information about Director’s service contracts, and details on how we have implemented the Directors’ Remuneration Policy can be found in the Director’s Remuneration Report within our Annual Report and Accounts which is available via the Annual Report & Accounts section of this 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 Governance of Unilever'. The appointment dates and anticipated retirement dates of our Non-Executive Directors are set out in the document entitled ‘NEDs anticipated dates of retirement’.
The Audit Committee comprises a minimum of three Non-Executive Directors. The committee assists the Board 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 Board 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 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 Unilever Leadership Executive. It also has responsibility for the design and terms of executive and all employee share-based incentive plans and the remuneration policy for the Unilever Leadership Executive and Senior Corporate Executives. The committee is also concerned with the performance evaluation of the Unilever Leadership Executive.
Corporate Responsibility Committee
The Corporate Responsibility Committee comprises a minimum of two 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 Board candidates for the positions of director and has responsibilities for succession planning; reporting on Board diversity and oversight of corporate governance matters.
The Disclosure Committee
The Disclosure Committee comprises the EVP Financial Control, the EVP Finance Markets & Group Performance Management, the EVP Corporate Strategy and M&A, the EVP Tax and Treasury and the PLC Deputy Secretary. The purpose of the committee is to help the Board 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.