The Boards

Unilever’s Directors are Directors of both NV and PLC. Taking into account their respective roles as Executive and Non-Executive Directors, collectively they are ultimately responsible for the management, general affairs, direction and performance of the business as a whole.

Directors are elected by shareholders at the AGMs of NV and PLC and make themselves fully accountable by submitting themselves for re-election each year. Our nomination procedures are designed to ensure that the same people are the Directors of both companies.

Based on the evaluation of the Boards, its Committees and its individual members, the Nomination Committee recommends to the Boards a list of candidates for nomination at the AGMs of both NV and PLC. In addition, since 2006 shareholders have been able to nominate Directors to this list although to do so they must put a resolution to both the NV and PLC AGMs in line with local requirements for requisitioning a resolution. In order to ensure that the Boards remain identical anyone being elected a Director of NV must also be elected as a Director of PLC and vice versa. If an individual fails to be elected to both companies then they will be unable to take their place on the Boards.

The Boards currently comprise a Chairman, three Executive Directors and ten independent Non-Executive Directors. They meet at least seven times a year to consider material matters for NV, PLC and the Unilever Group. These matters include, for example, results announcements, the Annual Report and Accounts, dividends, corporate strategy, annual plans, risks and controls, major business transactions, and Board appointments and remuneration.

Unilever has a separate Chairman and Group Chief Executive. There is a clear division of responsibilities between their roles.

The Chairman is an independent Non-Executive Director and he is primarily responsible for leadership of the Boards, ensuring their effectiveness and setting their agendas. He is also responsible for ensuring that the Boards receive accurate, timely and clear information.

The Group Chief Executive has been entrusted, within the parameters set out in the Articles of Association of NV and PLC and The Governance of Unilever, with all the Boards’ powers, authorities and discretions in relation to the operational management of Unilever.

The Non-Executive Directors share responsibility for the execution of the Boards’ duties, taking into account their specific responsibilities, which are essentially supervisory. They, in particular, comprise the principal external presence in the governance of Unilever and provide a strong independent element. Our Non-Executive Directors are chosen for their broad and relevant experience and international outlook, as well as their independence.

Key elements of their role and responsibilities as Non-Executive Directors include strategy, scrutiny of performance, risk management, controls, remuneration, succession planning, reporting to shareholders, governance and compliance. They also form the Audit Committee which is fully compliant with the applicable rules in the Netherlands, UK and the US, the Nomination Committee, the Remuneration Committee, and in majority the Corporate Responsibility and Reputation Committee. The Non-Executive Directors meet as a group, without the Executive Directors present, under the chairmanship of Mr Treschow. In addition they usually meet before each Board meeting with the Group Chief Executive and the Group Secretary.

Read the rest of the Corporate governance section - Board induction and training