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From Governance of Unilever 2011
The Nomination Committee concerns itself with candidates for nomination as Executive Directors, Non-Executive Directors, Chairman, Vice-Chairman and Chief Executive Officer. The Nomination Committee is concerned with succession planning within and to the Board and will be consulted by the Chief Executive Officer on appointments to or removals from the Executive Team. It is also responsible for the oversight of matters relating to corporate governance, bringing any issues to the attention of the Board.
The Nomination Committee comprises a minimum of two Independent Non-Executive Directors and the Chairman
The Committee is entitled to use the services of recruitment consultants and other external experts at the expense of the Company.
The Nomination Committee is concerned with:
• candidates for nomination as Executive Directors, Chairman, Vice-Chairman and the Chief Executive Officer;
• succession planning within and to the Board and will be consulted by the Chief Executive Officer on appointments to or removals from the Executive Team;
• ensuring that the Board and its Committees consists of Directors with the appropriate balance of skills, experience, independence and knowledge of the Group to enable it to discharge its duties and responsibilities effectively; and
• the oversight of matters relating to corporate governance bringing any issues to the attention of the Board.
The member of the Committee is appointed by the Board from time to time and comprises a member of the board, minimum of two Independent Non-Executive Directors and the Chairman.
2.2 Each Non-Executive Director who is appointed a member of the Committee is appointed for a term (subject to annual re-election as a Non-Executive Director by the shareholders) of, normally, three years and such term normally expires at the close of the Annual General Meeting at which his/her three-year term of appointment as a Non-Executive Director expires.
2.3 The Chairman of the Committee is appointed by the Board from among the Independent Non-Executive Directors. The Senior Independent Director will chair the Nomination Committee when it is considering succession of the role of Chairman of the Board.
2.4 The Group Secretary is the Secretary of the Committee.
The Committee’s specific responsibilities to the Board are:
3.1 Evaluating the balance of skills, experience, independence and knowledge on the Board and drawing up selection criteria and appointment procedures for Directors;
3.2 Periodically assessing the size and composition of the Board, and making a proposal for a composition profile of the Board;
3.3 Supervising the policy of the Chief Executive Officer on the selection criteria and appointment procedures for senior management;
3.4 Recommending candidates for nomination as Executive Directors (including Chief Executive Officer) and as Non-Executive Directors each year;
3.5 Recommending candidates for election as Chairman and Vice-Chairman of the Board;
3.6 Succession planning within and to the Board;
3.7 The Committee will consult with the Chief Executive Officer in relation to appointments to or removals from the Executive Team and will ensure that all other Directors are made aware of announcements relating to such appointments and removals before they are made; and
3.8 Oversight of all matters relating to corporate governance.
4.1 The Committee is entitled to employ, at Unilever’s expense, the services of such advisers as it deems necessary to fulfil its responsibilities.
4.2 The members of the Committee form the Boards of N.V. Elma and United Holdings Limited, the joint holders of both the special ordinary shares numbered 1 – 2400 inclusive and the deferred stock of NV and PLC, respectively.
5.1 Meetings are held at least once 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 Group Secretary, 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 a minimum of two Independent Non-Executive Directors.
5.5 A member shall leave the meeting when his/her own position is discussed but the quorum is not affected thereby.
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 meeting holding a casting vote.
5.8 The Secretary of the Committee shall be responsible, in conjunction with the Chairman of the Committee,
for compiling and circulating the agenda and papers
for the meeting. The Secretary of the Committee will also be responsible for liaising with the Executive Team to ensure that all papers, reports etc. required by the Committee are forwarded to them in a timely manner.
Prior to meetings of the Committee, the Chairman of the Committee may consult among the Executive Directors of the Company, and the Non-Executive Directors who are not members of the Committee in order to assist in framing the Committee’s recommendations.
7. Reporting, Self-Assessment and
7.1 The Committee reports to the Board on a regular basis.
7.2 The Secretary prepares minutes of all meetings of the Committee and these are promptly circulated to the members of the Committee.
7.3 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.
7.4 The Committee ensures that its current Terms of Reference are made available on Unilever’s external website.
7.5 The Committee conducts an annual performance self evaluation 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.
7.6 The Committee publishes an annual report to the shareholders of NV and PLC.
7.7 The Committee will keep the profiles of the Executive Directors and Non-Executive Directors under review and propose improvements for approval by the Board.
8. Annual General Meeting
The Chairman of the Nomination Committee or, failing him, a member of the Nomination Committee attends the Annual General Meetings of Unilever and is available to answer any questions referred to him by the Chairman of the Meeting.