Ref NoGB1752.UNI/BD
Acc No2018-16
LevelCollection
TitleUnilever Board
Description[NOTE: For Signed Board Minutes see PLC/BM]

From Governance of Unilever 2013:
2. THE BOARDS
2.1 BOARD STRUCTURES
The Boards have the ultimate responsibility for the management, general affairs, direction, performance
and long-term success of Unilever.
The Boards of both NV and PLC are one-tier Boards.
Thus, Executive and Non-Executive Directors are members of the same body and share the overall responsibility for the direction of Unilever.
The Executive Directors have additional responsibilities for the operation of the Company’s business as determined by the Chief Executive Officer. Every Director may request that any matter should be discussed by
the Boards.
2.2 COMPOSITION
The Boards of NV and PLC comprise the same persons.
The Boards determine the numbers of Executive and
Non-Executive Directors.
The composition of the Boards must be such to enable them to discharge their responsibilities and provide effective leadership to the Unilever Group.
The Boards should comprise a majority of Non-Executive Directors.
Non-Executive Directors are chosen for their ability to make a contribution to the governance and strategic development of Unilever.
2.3 METHOD OF WORKING
Given the mutuality of interests of the parent Boards, the Directors normally meet as the Board of each of NV and PLC simultaneously.
However, when considering matters of interest to one parent company only, they do so as the Board of that company alone.
All meetings are minuted separately as meetings of the Boards of NV and PLC respectively.
2.4 DIRECTORS’ INTERESTS
Any conflict of interest or apparent conflict of interest between Unilever and its Directors is to be avoided. The Boards are responsible for ensuring that there are rules to avoid conflicts of interest by Board members. Where conflicts arise the Boards are also responsible for ensuring that in dealing with them all applicable laws, regulations and Corporate Governance Codes are complied with.
2.5 MEETINGS AND LOCATION
The Boards meet on such dates each year as they determine and also at such other times upon the requisition of a Director, as provided in the Articles of Association of NV and PLC.
There should be a minimum of five meetings throughout the calendar year. These include meetings to consider the half-year and full year results statements of the Unilever Group and a meeting to approve the Annual Report and Accounts. There are additional Board meetings to discuss matters that arise as well as the Unilever Group strategic issues.
Meetings of the Boards may be held either in London or Rotterdam or such other locations as the Boards think fit. Attendance by means of video and telephone link is permitted.
The Boards may adopt written resolutions to approve matters at other times including the annual dividend policy and the declaration of dividends for quarter 1 and quarter 3.
2.6 AGENDAS
The agenda for Board meetings is set by the Chairman in consultation with the Chief Executive Officer. It must enable the Boards to discharge their responsibility for the strategy, management, direction and performance of Unilever.
The agenda of each of the meetings of the Boards includes:
2.6.1 regular items, such as reports by the Chief Executive Officer, or such other member of the Leadership Executive as he may nominate on the exercise of the Delegated Powers, on the financial affairs of the Unilever Group and on the Unilever Group performance against plan and reports from Board Committees;
2.6.2 special items, such as Business Reviews;
2.6.3 items for approval;
2.6.4 items for noting; and
2.6.5 papers for information.
2.7 SUPPORT
The Group Secretary and the CEO Office and Board Secretariat are responsible for collating and distributing all papers submitted to the Boards for consideration and for organisation of the Board meetings. The Group Secretary procures the taking and circulation of the minutes of all meetings of the Boards.
2.8 ELECTRONIC BOARD SIGNATURES
Written resolutions of the Boards, any Board Committee referred to in the Governance of Unilever and any sub-committee of the Boards formed from time to time may be adopted by the electronic signatures of the Directors:
2.8.1 the MeetX system for the adoption of resolutions and the application of electronic signatures may be used for these purposes or such other system or process as the Group Secretary from time to time may determine is appropriate in the circumstances; and
2.8.2 written resolutions can also be adopted by the Directors
in writing (including faxes) and a written resolution can consist of a combination of written and electronic signatures of the Directors.

3. THE ROLE OF THE BOARDS
3.1 RESPONSIBILITY
The Boards are responsible for the overall conduct of the Unilever Group and have the powers, authorities and duties vested in them respectively pursuant to the relevant laws of the Netherlands and of the United Kingdom and the Articles of Association of NV and PLC.
In all their dealings, the Boards have regard to the interests of Unilever as a whole, including its shareholders, employees, customers and suppliers, together with Unilever’s social and legal responsibilities in the communities in which it operates and to the environment.
The Boards have the final responsibility for the management, direction and performance of the two companies and their business.
The identification and management of risk are fundamental to carrying through Unilever’s strategy and to achieving its long-term goals. The Boards have overall responsibility for the management of risk and for reviewing the effectiveness of the system of internal control and risk management approach.
3.2 BOARD POWERS
The Boards exercise all the powers, authorities and discretions in relation to NV and PLC. The Boards have delegated (but not to the exclusion of its powers, authorities and discretions) to the Chief Executive Officer all its powers, authorities and discretions which relate to the operational running of the Unilever Group and the matters set out in paragraphs 7.2 to 7.13. In addition certain matters have been delegated to Committees of the Boards all pursuant to the resolutions set out in Appendix 9. The powers, authorities and discretions exclusively within the remit of the Boards, and which have not currently been delegated, include making or approving the following:
3.2.1 STRUCTURAL AND CONSTITUTIONAL MATTERS
(a) any proposal to the general meeting of shareholders of
NV or PLC to amend its Articles of Association;
(b) any proposal to alter or terminate the Equalisation Agreement;
(c) the alteration or termination of the Deed of Mutual Covenants, the Agreement for Mutual Guarantees of Borrowings and the Governance of Unilever;
(d) any alteration in the capital of NV or PLC including without limitation the purchase, disposal, allotment, re-issue, share split or cancellation of share capital whether issued or not and in any event subject to the authorities of the general meetings of shareholders of NV and PLC;
3.2.2 GOVERNANCE
(a) the convening of meetings of the shareholders of either NV or PLC and the setting of the agenda thereof and generally ensuring that a satisfactory dialogue with shareholders takes place;
(b) the Annual Report and Accounts for adoption by the shareholders;
(c) nominations for Board appointments, including
Board succession planning and the appointment of the Vice–Chairman/SID;
(d) reviewing and approving proposals from the Compensation Committee as referred to in paragraph 4.1.2;
(e) proposals to the general meetings of shareholders of NV and PLC on the Board remuneration policy and deciding on the individual remuneration packages of Directors, within the authority set by the general meeting of shareholders of NV and PLC;
(f) the appointment or removal of the Group Secretary of Unilever;
(g) the review of the functioning of the Boards and their Committees;
(h) the endorsement or amendment of the Code of Business Principles;
(i) the remits and membership of Committees of the Boards and deciding upon any issues arising from its receipt and review of reports from the same;
(j) conflicts of interest involving Directors or significant (holders of 10% or more) shareholders;
(k) overall responsibility for compliance with all relevant legislation and regulations;
3.2.3 DIVIDENDS
The determination of retained profit reserves of NV and declaration or recommendation of a dividend of NV and PLC;
3.2.4 STRATEGY AND MANAGING THE CORPORATE PORTFOLIO
(a) the strategies for the shaping of the portfolio and direction of the Unilever Group and priorities in corporate resource allocation;
(b) the quarterly business performance reports for quarter 2 and quarter 4 and the annual results announcement so that, taken as a whole, they are fair, balanced and understandable;
(c) Unilever’s entry by means of direct investment into or exit from any country;
3.2.5 MERGERS, ACQUISITIONS, JOINT VENTURES AND DISPOSALS
Any merger, acquisition, joint venture or disposal where the value of consideration paid or received, or of the assets contributed by Unilever or by other parties, exceeds €500 million

3. THE ROLE OF THE BOARDS CONTINUED
3.2.6 CAPITAL EXPENDITURE
Any capital expenditure project which has a value exceeding €500 million;
3.2.7 CONTRACTS
Any agreement or contract for goods or services which has a value exceeding €5 billion or which exceeds 7 years in duration and has a value exceeding €500 million;
3.2.8 LITIGATION
The initiation or settlement of any litigation or claim with a value in excess of €100 million;
3.2.9 FINANCIAL
(a) any single long-term borrowing in each case with a maturity of more than one year, where the value exceeds €1.5 billion (and for this purpose any issues of debt instruments (and any tranche thereof) whether or not made under a debt issuance programme, shall qualify
as a single borrowing);
(b) capital injections into Unilever Group companies, capital reductions of Unilever Group companies, intra-Group transfers of shares or assets or mergers in each case where the associated third party costs e.g. tax, stamp duty and fees, are €250 million or more;
(c) approving policies in respect of the hedging of net instrument exposures, the hedging (or leaving unhedged) of net equity balance sheet exposures of up to (or exceeding) €5 billion per currency or any other financial derivative exposure;
3.2.10 PENSIONS
(a) any agreements with pension funds on contributions to correct deficits (as measured under IFRS or local funding as applicable) which have an aggregate value, over the period of the agreement, exceeding €750 million; and
(b) any changes to benefits provided under Unilever Group pension (and similar) arrangements which increase the value of the liabilities (as measured under IFRS) by more than €100 million.
3.3 DECISION MAKING BY THE BOARDS
Resolutions by each Board are passed by a majority of votes. Each member of each Board shall have one vote.
3.4 DELEGATION
The Boards have delegated certain of their powers, authorities and discretions (including the power to sub-delegate) to the Chief Executive Officer and to the Boards’ Committees as set out in Appendix 9.
The Boards supervise the execution of their responsibilities by the Chief Executive Officer and the Boards’ Committees and are ultimately responsible for the fulfilment of their duties by them.
4. COMMITTEES
4.1 BOARD COMMITTEES
The following are Committees of the Boards and have the membership and terms of reference laid down by the Boards pursuant to the resolution set out in Appendix 9. Further Committees of the Boards may be established by the Boards from time to time and the membership and terms of reference of the Committees can be modified by the Boards.
Each Committee of the Boards meets as a single Committee of the Boards of each of NV and PLC and one set of minutes shall be prepared as a record of the business of such Committees.
4.1.1 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee concerns itself with:
(a) candidates for nomination as Executive Directors, Non-Executive Directors, Chairman, Vice-Chairman and Chief Executive Officer;
(b) succession planning within and to the Boards and will be consulted by the Chief Executive Officer on appointments to or removals from the Unilever Leadership Executive;
(c) ensuring that the Boards and its Committees consist of Directors with the appropriate balance of skills, experience, independence and knowledge of the Unilever Group to enable it to discharge its duties and responsibilities effectively;
(d) reporting on the Boards’ policy, and any measurable objective, on diversity, including gender;
(e) leadership development, especially of the Unilever Leadership Executive and Senior Corporate Executives; and
(f) the oversight of matters relating to corporate governance bringing any issues to the attention of the Boards.
The Nominating and Corporate Governance Committee comprises a minimum of three Non-Executive Directors.
The Nominating and Corporate Governance Committee is entitled to use the services of recruitment consultants and other external experts at the expense of the Company.
Appendix 1 sets out the Terms of Reference of the Nominating and Corporate Governance Committee.
4.1.2 COMPENSATION COMMITTEE
The Compensation Committee concerns itself with the:
(a) remuneration and benefits of the Directors and other members of the Unilever Leadership Executive;
(b) design and terms of cash and executive and all employee share-based incentive plans;
(c) remuneration policy for the Unilever Leadership Executive and Senior Corporate Executives; and
(d) performance evaluation of the Unilever Leadership Executive.
The Compensation Committee makes proposals to the Boards in the above areas, including specific remuneration packages for each of the Executive Directors as well as for the Non-Executive Directors.
The Compensation Committee also decides the remuneration for the Unilever Leadership Executive (excluding the Executive Directors) including reviewing performance and approving payouts.
The Compensation Committee comprises a minimum of three Non-Executive Directors (other than the Chairman who may be appointed as an additional member).
The Compensation Committee is entitled to use the services of remuneration consultants and other external experts at the expense of the Company.
Appendix 2 sets out the Terms of Reference of the Compensation Committee.

4.1.3 AUDIT COMMITTEE
The Audit Committee concerns itself with:
(a) the oversight of the integrity of Unilever’s financial statements;
(b) the oversight of Unilever’s risk management and internal control arrangements;
(c) the oversight of Unilever’s compliance with legal and regulatory requirements;
(d) making recommendations to the Boards on the nomination of and compensation payable to the External Auditors;
(e) the oversight of performance, qualifications and independence of the External Auditors;
(f) the policy on work that can and cannot be performed
by the External Auditors and the compliance thereof;
(g) the performance of the internal audit function; and
(h) the approval of the Unilever Group trading statements for quarter 1 and quarter 3.
The Audit Committee comprises a minimum of three or more Non-Executive Directors.
Appendix 3 sets out the Terms of Reference of the Audit Committee.
4.1.4 CORPORATE RESPONSIBILITY COMMITTEE
The Corporate Responsibility Committee assists the Boards in fulfilling their oversight responsibilities in respect of corporate responsibility and sustainability and Unilever’s reputation as a responsible corporate citizen. It also offers guidance and recommendations within its areas of responsibility. The Corporate Responsibility Committee comprises a minimum of three Non-Executive Directors.
Appendix 4 sets out the Terms of Reference of the Corporate Responsibility Committee.
4.2 OTHER COMMITTEES
The following additional Committees of the Company
are established for the purposes explained below.
4.2.1 DISCLOSURE COMMITTEE
The Disclosure Committee is generally responsible to
the Boards and reports as appropriate to the Boards, the Chief Executive Officer or the Chief Financial Officer. The Committee concerns itself with the establishment and maintenance of disclosure controls and procedures and the evaluation thereof and also with the appropriateness of the disclosures made.
Appendix 5 sets out the Terms of Reference of the Disclosure Committee.
4.2.2 ROUTINE BUSINESS COMMITTEES
Routine Business Committees have been set up to conduct routine business. They report regularly to, and are responsible to, the Boards.
Appendix 8 sets out the role and functioning of the Routine Business Committees.

From Governance of Unilever 2011:
Board Structures
The Boards have the ultimate responsibility for the management, general affairs, direction, performance and long-term success of Unilever. The Boards of both NV and PLC are one-tier Boards. Thus, Executive and Non-Executive Directors are members of the same body and share the overall responsibility for the direction of Unilever.
The Executive Directors have additional responsibilities for the operation of the Company’s business as determined by the Chief Executive Officer. Every Director may request that any matter should be discussed by the Board.

Composition
The Boards of NV and PLC comprise the same persons. The Boards determine the numbers of Executive and Non-Executive Directors. The composition of the Boards must be such to enable them to discharge their responsibilities and provide effective leadership to the Business. The Boards should comprise a majority of Independent Non-Executive Directors. Non-Executive Directors are chosen for their ability to make a contribution to the governance and strategic development of Unilever.

Method of Working
Given the mutuality of interests of the parent Boards, the Directors normally meet as the Board of each of NV and PLC simultaneously. However, when considering matters of interest to one parent company only, they do so as the Board of that company alone. All meetings are minuted separately as meetings of the Boards of NV and PLC respectively.

Directors’ Interests
Any conflict of interest or apparent conflict of interest between Unilever and its Directors is to be avoided. The Board is responsible for ensuring that there are rules to avoid conflicts of interest by Board members. Where conflicts arise the Board is also responsible for ensuring that in dealing with them all applicable laws, regulations and Corporate Governance Codes are complied with.

Meetings and Location
The Board meets on such dates each year as it determines and also at such other times upon the requisition of a Director, as provided in the Articles of Association of NV and PLC.
There should be a minimum of five meetings throughout the calendar year. These are comprised of quarterly meetings, to consider the results statements of the Group and a meeting to approve the Annual Report and Accounts. There are additional Board meetings to discuss matters that arise as well as Group strategic issues and the Annual Plans.
Meetings of the Board may be held either in London or Rotterdam or such other locations as the Board thinks fit. Attendance by means of video and telephone link is permitted.

Agendas
The agenda for Board meetings is set by the Chairman in consultation with the Chief Executive Officer. It must enable the Board to discharge its responsibility for the strategy, management, direction and performance of Unilever.
The agenda of each of the meetings of the Board includes:
• regular items, such as reports by the Chief Executive Officer, or such other member of the Executive Team as he may nominate on the exercise of the Delegated Powers, on the financial affairs of the Group and on Group performance against plan and reports from Board Committees;
• special items, such as Business Reviews;
• items for approval;
• items for noting; and
• papers for information.

Support
The Group Secretary is responsible for collation, review and distribution of all papers submitted to the Board for consideration. The Group Secretary is also responsible for the preparation of the agenda and organisation of the Board Meetings. The Group Secretary procures the taking and circulation of the minutes of all meetings of the Board.

Responsibility
The Board is responsible for the overall conduct of the Group and has the powers, authorities and duties vested in it by and pursuant to the relevant laws of the Netherlands and of the United Kingdom and the Articles of Association of NV and PLC. In all its dealings, the Board has regard to the interests of Unilever as a whole, including its shareholders, employees, customers and suppliers, together with Unilever’s social and legal responsibilities in the communities in which it operates and to the environment.

The Board has the final responsibility for the management, direction and performance of the two companies and their business. The identification and management of risk is fundamental to carrying through Unilever’s strategy and to achieving its long-term goals. The Board have overall responsibility for the management of risk and for reviewing the effectiveness of the system of internal control and risk management approach.

Board Powers
The Board exercises all the powers, authorities and discretions in relation to NV and PLC. The Board has delegated (but not to the exclusion of its powers, authorities and discretions) to the Chief Executive Officer all its powers, authorities and discretions which relate to the operational running of the Unilever Group. In addition certain matters have been delegated to Committees of the Board all pursuant to the resolutions set out in Appendix 9. The powers, authorities and discretions exclusively within the remit of the Board, and which have not currently been delegated, include making or approving the following:

Structural and Constitutional Matters
• any proposal to the general meeting of shareholders of NV or PLC to amend its Articles of Association;
• any proposal to alter or terminate the Equalisation Agreement;
• the alteration or termination of the Deed of Mutual Covenants, the Agreement for Mutual Guarantees of Borrowings and the Governance of Unilever;
• any alteration in the capital of NV or PLC including without limitation the purchase, disposal, allotment, re-issue, share split or cancellation of share capital whether issued or not and in any event subject to the authorities of the general meetings of shareholders of NV and PLC;

Governance
• the convening of meetings of the shareholders of either NV or PLC and the setting of the agenda thereof and generally ensuring that a satisfactory dialogue with shareholders takes place;
• the Annual Report and Accounts for adoption by the shareholders;
• nominations for Board appointments, including Board succession planning and the appointment of the Vice-Chairman;
• reviewing and approving proposals from the Remuneration Committee as referred to in paragraph 4.2;
• proposals to the general meetings of shareholders of NV and PLC on the board remuneration policy and deciding on the individual remuneration packages of Directors, within the authority set by the general meeting of shareholders of NV and PLC;
• the appointment or removal of the Group Secretary of Unilever;
• the review of the functioning of the Board and its committees;
• the endorsement or amendment of the Code of Business Principles;
• the remits and membership of committees of the Board and deciding upon any issues arising from its receipt and review of reports from the same;
• conflicts of interest involving Directors or significant (holders of 10% or more) shareholders;
• overall responsibility for compliance with all relevant legislation and regulations;
• the Operating Framework
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