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From Governance of Unilever 2011
The Corporate Responsibility and Reputation Committee assists the Board in fulfilling its oversight responsibilities in respect of Corporate Responsibility and Unilever’s reputation as a responsible corporate citizen. It also offers guidance and recommendations within its areas of responsibility.
The Corporate Responsibility and Reputation Committee comprises a minimum of three Non-Executive Directors.
The Corporate Responsibility and Reputation
Committee assists the Board in fulfilling its oversight responsibilities in respect of Corporate Responsibility and Unilever’s reputation.
2.1 The members of the Committee are appointed by the Board from time to time and comprise a minimum of three Non-Executive Directors;
2.2 The Chairman of the Committee is appointed by the Board of Unilever; and
2.3 The Secretary of the Committee is the Group Secretary or a nominee appointed by the Group Secretary.
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. This shall include, but is not limited to the following matters, with a view to bringing any relevant issues to the attention of the Board or senior Unilever management, and making recommendations relating to any of these issues:
3.1 Identifying and reviewing those external developments which are likely to have significant influence upon Unilever’s reputation and/or its ability to conduct its business appropriately as a good corporate citizen. Such developments will include those in the fields of government relations, best corporate practice, the views and programmes of particular interest groups, academia and other opinion formers and issues of growing importance to the general public;
3.2 Acting as a sounding board and providing guidance and recommendations to the business on how best
to handle both internal issues raised by the Executive Team and those external developments identified in
3.3 Providing external and independent oversight and guidance on the environmental and social impact of how Unilever conducts its business;
3.4 Reviewing and recommending changes as appropriate to Unilever’s Code of Business Principles to ensure that Unilever’s standards of business behaviour are responsive to prevailing social mores;
3.5 Reviewing and recommending changes as appropriate to Unilever’s Sustainable Development Overview;
3.6 Ensuring that the appropriate communications policies are in place and working effectively to build and protect Unilever’s reputation internally and externally;
3.7 To review reports, minutes and recommendations within the Committee’s areas of responsibility from but not limited to the Executive Team, Corporate Responsibility Council, Corporate Communications department and Unilever’s Issues Group;
3.8 Reporting to the Board on Unilever’s standing in the external world, particularly among target audiences.
The Committee is authorised to investigate any matter within its terms of reference, using, at Unilever’s expense, resources from within Unilever or from external sources as the Committee considers necessary. The Committee is authorised to seek information from any Director, Senior Corporate Executive or employee, and from any adviser, agent or representative of Unilever for the purpose of fulfilling its duties.
5.1 Meetings are held four times a year, and on such other occasions as the Chairman of the Committee considers appropriate;
5.2 Meetings are convened by written notice served on each of the members by the Secretary of the Committee, such notice to be served at least seven days prior to the meeting;
5.3 All members of the Committee are expected to attend each meeting;
5.4 The quorum for meetings is two Non-Executive Directors;
5.5 Meetings of the Committee may be attended by the Head of the Communications department, the SVP Global Communications, the Chief Sustainability
Officer, the Group Secretary, Chief Auditor and other Directors, executives and employees at the invitation
of the Committee;
5.6 All or any members of the Committee may participate in a meeting by teleconference or videoconference.
A person so participating is deemed to be present in person at the meeting and shall be counted in a quorum accordingly;
5.7 Formal decisions are made by a simple majority vote, with the Chairman of the Committee holding a casting vote; and
5.8 The Secretary shall be responsible, in conjunction with the Chairman of the Committee, for compiling and circulating the agenda and papers for the meeting. The Secretary will also be responsible for liaising with the Executive to ensure that all papers, reports etc required by the Committee are forwarded to them in a timely manner.
6. Reporting, Self-Assessment and
6.1 The Committee reports to the Board on a regular basis;
6.2 The Secretary prepares minutes of all meetings of the Committee and these are promptly circulated to the members of the Committee;
6.3 The Committee reviews and assesses annually the adequacy of these Terms of Reference, and confirms that all the responsibilities set out in the current Terms of Reference have been carried out;
6.4 The Committee ensures that its current Terms of Reference are made available on Unilever’s external website;
6.5 The Committee conducts an annual progress review to ensure that the Committee is functioning in accordance with its Terms of Reference, and reports thereon to the Board. This evaluation takes into account the views of the Board on the performance of the Committee;
6.6 The Committee publishes its progress review in the Annual Report and Accounts of NV and PLC.
7. Annual General Meeting
The Chairman or, failing him, a member of the Committee attends the Annual General Meetings of Unilever and is available to answer any questions referred to him by the Chairman.