Meeting everyday needs of people everywhere - Unilever

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Corporate governance Claudio X Gonzalez Aged 65. Appointed 1998. Special Advisor to the President of Mexico 88/94. Chairman and CEO Kimberly-Clark de Mexico since 1973. Dire c t o r, Kimberly-Clark Corp. since 1976, Kellogg Company since 1989 and General Electric Company (USA) since 1993. Hilmar Kopper Aged 64. Appointed 1998. Director, Deutsche Bank 77/97, CEO 89/97 and Chairman, Supervisory Board, since 1997. Member, Supervisory Board, Bayer AG since 1988, Akzo Nobel N.V. since 1990 and DaimlerChrysler AG (Chairman) since 1998. Director of Xerox Corp. since 1999. Senator George J Mitchell Aged 66. Appointed 1998. Member of the US Senate 80/95 and Senate Majority Leader 88/95. Member of the law firm Verner, Liipfert, Bernhard, McPherson and Hand since 1995. Chairman of the Northern Ireland Peace Initiative 95/99. Director, Walt Disney Company, Federal Express Corp., Xerox Corp. and UNUM Insurance Corp. since 1995 and Staples, Inc. since 1998. Onno Ruding Aged 60. Appointed 1990. Member of Board, Amsterdam- Rotterdam Bank 81/82. Minister of Finance, the Netherlands 82/89. Chairman, Netherlands Christian Federation of Employers 90/92. Vice-Chairman and Director, Citibank since 1992. Director of Corning Inc. since 1999. Honorary Advisory Director The Rt Hon The Viscount Leverhulme KG TD Aged 84. Grandson of William Lever, the founder of Lever Brothers. Appointed Honorary Advisory Director of PLC for life on his retirement as an Advisory Director in 1985. Corporate Officers Jos Westerburgen Joint Secretary Aged 57. Appointed 4 May 1988. Years of service on 31 December 1999: 16. Stephen Williams Joint Secretary Aged 52. Appointed 1 December 1986. Years of service on 31 December 1999: 13. Jeffrey Allgrove Controller Aged 47. Appointed 4 May 1999. Years of service on 31 December 1999: 22. Jan Haars Treasurer Aged 48. Appointed 1 August 1997. Years of service on 31 December 1999: 2. Board changes Mr Jan Peelen and Mr Bob Phillips retired in May 2000 and their colleagues wish to record their appreciation of their contributions to Unilever. Mr Jan Peelen has served Unilever for 33 years, 12 of them as a director. After a period as Chairman of the Foods Executive, he has been Personnel Director. Mr Bob Phillips joined Unilever in 1986 upon the acquisition of Chesebrough-Pond’s, was appointed a director in 1995, and has spent most of his Unilever career concerned with Personal Products, mainly in North America. All existing directors retired from office, in accordance with the Articles of Association of NV and PLC, at the Annual General Meetings on 3 May 2000 and, with the exceptions of Mr Jan Peelen and Mr Bob Phillips, offered themselves for re-election and were duly re-elected. As already announced, Mr Keki Dadiseth, Mr André van Heemstra and Mr Charles Strauss offered themselves for election at the Annual General Meetings on 3 May 2000. They were duly elected. Mr Dadiseth and Mr van Heemstra become members of the Executive Committee; Mr Dadiseth to undertake a review of the top organisation of Unilever and Mr van Heemstra to succeed Mr Jan Peelen as Personnel Director. Mr Strauss succeeds Mr Bob Phillips as Chairman of the North America Committee, while continuing as President of the Home & Personal Care North America Business Group. Mr Keki Dadiseth is aged 54 and joined the Unilever Group in 1973. He became Chairman of Hindustan Lever Limited in 1993; having previously worked for the Overseas Committee in London and then been responsible in India at various times for personnel, personal products, mergers and acquisitions, and detergents. Brief biographies of Mr van Heemstra and Mr Strauss can be found in ‘Business Group Presidents’ on page 45. At the Annual General Meetings on 4 May 1999, Mr Patrick Cescau was elected a director and became Financial Director and a member of the Executive Committee. Mr J Allgrove succeeded him as Controller. Mr Morris Tabaksblat and Mr Hans Eggerstedt duly retired as directors at those meetings and Mr Antony Burgmans became Chairman of NV and Vice-Chairman of PLC. Advisory Directors’ changes Sir Derek Birkin retired as an Advisory Director with effect from the Annual General Meetings in 2000. The directors wish to record their appreciation of his substantial
Corporate governance contribution during the past seven years, particularly while a member of the Nomination and Remuneration Committees. The Rt Hon The Lord Brittan of Spennithorne QC was appointed as an Advisory Director with effect from 1 May 2000 until the Annual General Meetings in 2003. Lord Brittan was a member of the UK Government, as Home Secretary and as Secretary of State for Trade and Industry, and, between 1989 and 1999, of the European Commission, where he became a Vice-President, his responsibilities having included competition and trade policy. The Boards have resolved to re-appoint Mr Bertrand Collomb as an Advisory Director, also until the Annual General Meetings in 2003. Sir Brian Hayes and Lord Wright of Richmond retired at the Annual General Meetings on 4 May 1999. Requirements in the Netherlands and the UK A vital factor in the arrangements between NV and PLC is their having the same directors. As the concept of the non-executive director, as recognised in the United Kingdom, is not a feature of corporate governance in the Netherlands, and the Supervisory Board, as recognised in the Netherlands, is unknown in the United Kingdom, it is not practicable to appoint supervisory or non-executive directors who could serve on both Boards. However, a strong independent element has long been provided by Unilever’s Advisory Directors, who perform many of the functions of supervisory and non-executive directors. The Audit, External Affairs and Corporate Relations and Remuneration Committees consist exclusively of Advisory Directors and the majority of the members of the Nomination Committee are Advisory Directors. See page 44 for details. The Committee on Corporate Governance in the Netherlands issued its report ‘Recommendations on Corporate Governance in the Netherlands’ in 1997. NV applies the Committee’s recommendations for supervisory directors to its Advisory Directors in so far as these are in line with their specific role within Unilever. NV complies with all other recommendations of the Committee, except that the Board of Directors takes the view that requests for an item to be placed on the agenda for a shareholders’ meeting must be supported by more than an insignificant proportion of the shareholders and will therefore only accept requests from a shareholder or group of shareholders holding at least 1% of the voting rights attaching to the issued share capital of NV. Requests must be submitted, at the latest, 60 days prior to the date of the meeting. PLC is required, as a company that is incorporated in the United Kingdom and listed on the London Stock Exchange, to state how it has applied the principles and how far it has complied with the provisions set out in Section 1 of the Combined Code (‘the Code’) appended to the Listing Rules of the London Stock Exchange. As already explained, the Boards control the Company through the Executive Committee. Responsibilities are s h a red by the Chairmen of NV and PLC, while the Advisory D i rectors perform many of the functions of the supervisory board members or non-executive directors, although they are not formally members of the Boards. For the purposes of the Code, the Boards have not appointed a senior independent director, on the basis that issues for the Boards can be raised with whichever Advisory Director is the Chairman of the relevant Board Committee and the Advisory Directors are entitled to meet as a body and appoint a senior member as their spokesman. Unilever’s remuneration policy is contained within the report by the Boards on the directors’ remuneration and interests on pages 49 to 59. This also deals with any noncompliance with the Code in this area. Members of the Audit, Remuneration and Nomination Committees will be available to answer questions at the Annual General Meetings of both NV and PLC. The members attending each meeting will not necessarily include the Chairman of the Committee, since these meetings take place at about the same time in Rotterdam and London respectively. A description of Unilever’s compliance with ‘Internal Control – Guidance for Directors on the Combined Code’ is given on page 60. Unilever has, since its inception, adopted the principle that it is good practice that the most senior roles in NV and P L C are shared and not concentrated in one person. As a consequence it is a principal tenet of its governance philosophy, which finds expression in two people who each combine the roles of Chairman and Chief Executive and who meet regularly for joint decision making. This carefully balanced arrangement has served Unilever’s unique constitutional arrangements very well for many years and the Boards believe that to separate these roles would only introduce undesirable and unnecessary complexity. Since the Advisory Directors are not formally members of the Boards, it would be inappropriate for one of them to act as Chairman. In all other respects, PLC has complied with the Code throughout 1999.
Page 1 and 2: Unilever N.V. 1999 Annual Report on
Page 3 and 4: 1 Unilever Annual Report on Form 20
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Meeting everyday needs of people everywhere - Unilever

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