Committees
Board committees
The Boards have established the committees described below, all formally set up by Board resolution with carefully defined remits. They are made up solely of Non-Executive Directors with the exception of the Corporate Responsibility and Reputation Committee which currently has an Executive Director as a member, and report regularly to the Boards. For all committees, if Directors are unable to attend a meeting, they are given the opportunity before the meeting to discuss with the Chairman of the committee any agenda items or committee papers. All committees are provided with sufficient resources to undertake their duties. The terms of reference for each committee can be found on our website.
Audit Committee
The Audit Committee is comprised only of independent Non-Executive Directors with a minimum requirement of three. It is chaired by Kees Storm, and its other members are Wim Dik, Charles Golden and Byron Grote. The Boards have satisfied themselves that all the current members of the Committee are competent in financial matters and have recent and relevant experience and that, for the purposes of the US Sarbanes-Oxley Act of 2002, Kees Storm is the Audit Committee's financial expert. The Committee's meetings are attended, by invitation, by the Chief Financial Officer, the Chief Legal Officer, the Group Controller, the Chief Auditor and our external auditors.
The Audit 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; and the performance of the internal audit function. The Committee is directly responsible, subject to local laws regarding shareholder approval, for the nomination, compensation and oversight of 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 Committee's responsibilities and powers are fully aligned with all requirements in the Netherlands, UK and US. The Audit Committee is supplied with all information necessary for the performance of its duties by the Chief Auditor, Chief Financial Officer, and Group Controller. Both the Chief Auditor and the external auditors have direct access to the Audit Committee separately from management.
The following table shows the attendance of Directors at Audit Committee meetings for the year ended 31 December 2007:
| Name | Attendance(a) |
|---|---|
| Kees Storm (Chairman) | 6 of 7 |
| Wim Dik | 7 of 7 |
| Charles Golden | 7 of 7 |
| Byron Grote | 7 of 7 |
(a) Attendance is expressed as number of meetings attended out of number eligible to attend.
See also the Report of the Audit Committee to the shareholders.
Nomination Committee
Our Nomination Committee comprises a minimum of three independent Non-Executive Directors. It is chaired by David Simon and its other members are Michael Treschow and Jeroen van der Veer. Jean-Cyril Spinetta stepped down from the Committee following his retirement as a Non-Executive Director in September 2007. The Committee recommends to the Boards candidates for the positions of Director. It also has responsibilities for succession planning and oversight of corporate governance matters. It is supplied with information by the Group Secretary.
The following table shows the attendance of Directors at Nomination Committee meetings for the year ended 31 December 2007:
| Name | Attendance(a) |
|---|---|
| David Simon (Chairman) | 6 of 6 |
| Antony Burgmans (to 16 May 2007) | 3 of 3 |
| Jean-Cyril Spinetta (to 14 September 2007) | 3 of 4 |
| Michael Treschow (from 27 June 2007) | 3 of 3 |
| Jeroen van der Veer | 6 of 6 |
(a) Attendance is expressed as number of meetings attended out of number eligible to attend.
See also the Report of the Nomination Committee to shareholders.
Remuneration Committee
On 31 December 2007, our Remuneration Committee comprised two independent Non-Executive Directors following Jean-Cyril Spinetta stepping down from the Committee following his retirement as a Non-Executive Director in September 2007. It is chaired by David Simon and its other member is Jeroen van der Veer. Michael Treschow was appointed as an additional member of the Committee in February 2008.
The Committee reviews Directors' remuneration and is responsible for the executive share-based incentive plans. It determines, within the parameters set by our shareholders, specific remuneration arrangements for each of the Executive Directors, the remuneration scales and arrangements for Non-Executive Directors and the remuneration of the tier of management directly below the Boards. The Committee is advised by the Group Secretary on matters of Corporate Governance.
The following table shows the attendance of Directors at Remuneration Committee meetings for the year ended 31 December 2007:
| Name | Attendance(a) |
|---|---|
| David Simon (Chairman) | 5 of 5 |
| Jean-Cyril Spinetta (to 14 September 2007) | 1 of 3 |
| Jeroen van der Veer | 5 of 5 |
(a) Attendance is expressed as number of meetings attended out of number eligible to attend.
See also the Report of the Remuneration Committee to shareholders on Directors' remuneration.
Corporate Responsibility and Reputation Committee
The Corporate Responsibility and Reputation Committee currently comprises four Non-Executive Directors and one Executive Director. It is chaired by Leon Brittan and its other members are Genevieve Berger, Narayana Murthy, Hixonia Nyasulu and Ralph Kugler. The Committee has responsibility for the oversight of Unilever's conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen.
The following table shows the attendance of Directors at Corporate Responsibility and Reputation Committee meetings for the year ended 31 December 2007:
| Name | Attendance(a) |
|---|---|
| Leon Brittan (Chairman from 16 May 2007) | 3 of 4 |
| Lynda Chalker (Chair to 16 May 2007) | 2 of 2 |
| Genevieve Berger (from 16 May 2007) | 2 of 2 |
| Antony Burgmans (to 16 May 2007) | 0 of 2 |
| Wim Dik (to 13 September 2007) | 2 of 3 |
| Ralph Kugler | 4 of 4 |
| Narayana Murthy (from 16 May 2007) | 2 of 2 |
| Hixonia Nyasulu (from 16 May 2007) | 2 of 2 |
(a)Attendance is expressed as number of meetings attended out of number eligible to attend.
See also the Report of the Corporate Responsibility and Reputation Committee to shareholders.
Routine business committees
Committees are also set up to conduct routine business as and when they are necessary. They comprise any two of the Directors and certain senior executives and officers. They administer or implement certain matters previously agreed by our Boards or the Group Chief Executive. The Group Secretary is responsible for the operation of these committees.
Disclosure Committee
The Boards have set up a Disclosure Committee which is responsible for helping the Boards ensure that financial and other information that ought to be disclosed publicly is disclosed in a timely manner and that the information that is disclosed is complete and accurate. The Committee comprises the Group Controller, the Group Secretary, the Chief Legal Officer and the Group Treasurer.
