Non-Executive Directors
The following section contains detailed information and commentary on the Non-Executive Directors' annual fees and share interests. The Non-Executive Directors receive fees from both NV and PLC. No other remuneration is given in respect of their non-executive duties from either NV or PLC, such as annual incentives, share-based incentives or pension benefits.
The level of their fees reflects their commitment and contribution to Unilever. The Chairman's levels were reviewed and increased with the appointment of Michael Treschow as Chairman in 2007. No other fee changes have been made since the 2006 AGMs.
Non-Executive Directors' remuneration
The total fees payable to each Non-Executive Director in 2007 are set out below:
| Current Non-Executive Directors | Total fees paid in 2007 (a) €'000 |
Total fees paid in 2006 (a) €'000 |
| Michael Treschow (b)(c) | 469 | n/a |
| Genevieve Berger (b) | 60 | n/a |
| Leon Brittan | 97 | 83 |
| Wim Dik | 92 | 85 |
| Charles Golden | 134 | 89 |
| Byron Grote | 90 | 60 |
| Narayana Murthy (b) | 97 | n/a |
| Hixonia Nyasulu (b) | 82 | n/a |
| David Simon | 131 | 110 |
| Kees Storm | 113 | 75 |
| Jeroen van der Veer | 90 | 83 |
| Former Non-Executive Directors | ||
| Antony Burgmans (d)(e) | 246 | 300 |
| Lynda Chalker (d)(g) | 42 | 94 |
| Jean-Cyril Spinetta (f) | 68 | 60 |
(a) Covers fees and allowances received from both NV and PLC. Includes fees for travel from outside Europe if applicable.
(b) Appointed at the 2007 AGMs.
(c) Chairman NV and PLC since the 2007 AGMs.
(d) Stepped down at the 2007 AGMs.
(e) Chairman until the 2007 AGMs. Total fees include some benefits that occured after retirement.
(f) Stepped down in September 2007.
(g) Started to work for Unilever under a consultancy agreement as from 1 June 2007 to support Unilever in the African world. Total amount paid for period June 2007 – December 2007 €85 508.
Please see Corporate governance for details on committee memberships.
Prior to being a Non-Executive Director Mr Burgmans was awarded shares and options in his capacity as an Executive Director.
Mr Burgmans received no further share-based awards in his capacity as Non-Executive Director.
Details of the balance and lapsing under the TSR Long-Term Incentive Plan:
| Balance 1 January 2007 |
Conditional award lapsed 24 March 2007 |
Balance May 2007 |
|
|---|---|---|---|
| NV | 22 182 | (22 182) | – |
| PLC | 23 024 | (23 024) | – |
Details of the balance and vesting under the Share Matching Plan:
| Balance 1 January 2007 |
Shares vested 27 March 2007 |
Balance May 2007 |
|
|---|---|---|---|
| NV | 4 569 | (1 815) | 2 754 |
| PLC | 4 712 | (1 886) | 2 826 |
Details of his outstanding options can be found below:
| Share type |
Number of options granted in 2007 |
Number of options exercised/ lapsed in 2007 |
Balance of options at May 2007 |
Balance below market price |
Weighted average exercise price |
Balance above market price |
Weighted average exercise price |
First exercisable date |
Final expiry date (a) |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Executive Plan | NV | 316 800 | – | 316 800 | 316 800 | €19.10 | – | – | 24/03/02 | 01/06/09 |
| Executive Plan | PLC | 316 800 | – | 316 800 | 316 800 | 1 163p | – | – | 24/03/02 | 01/06/09 |
| NL All-Employee Plan | NV | 450 | (150)(a) | 300 | 300 | €17.47 | – | – | 02/06/03 | 12/05/09 |
(a) Exercised 8 May 2007 at market price of €23.75 (originally awarded 12 June 2002 at €22.63).
Non-Executive Directors' interests – share capital
The interests in the share capitals of NV and PLC and their group companies of those who were Non-Executive Directors as at 31 December 2007 and had share holdings (including those of their connected persons) were as shown below:
| Share type(a) | Shares held at 1 January 2007 (a) |
Shares held at 31 December 2007 (a) |
|
|---|---|---|---|
| Michael Treschow | NV | –(b) | 15 000 |
| PLC | –(b) | 15 000 | |
| Byron Grote | NV NY | 3 000 | 3 000 |
| PLC ADRs | 1 800 | 1 800 | |
| David Simon | NV | – | – |
| PLC | 1 492 | 1 536 | |
| Jeroen van der Veer | NV | 16 800 | 16 800 |
| PLC | – | – |
(a) NV shares are ordinary €0.16 shares and PLC shares are ordinary 3 1⁄9p shares.
(b) Shareholding is as from date of appointment.
There were no changes in the interests of the Non-Executive Directors and their connected persons in NV and PLC ordinary shares between 31 December 2007 and 1 March 2008.
