Board and management committees

Board Committees

The audit committee comprises a minimum of three non-executive directors, two of whom represent a quorum. The committee assists the Boards in fulfilling their oversight responsibilities in respect of the integrity of: Unilever's financial statements; risk management and internal control arrangements; compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors; and the performance of the internal audit function. The committee is also directly responsible, subject to local laws regarding shareholder approval, for the nomination, compensation and oversight of the external auditors.

The audit committee is fully compliant with the rules regarding audit committees that are applicable in the Netherlands, UK and US.

The nomination committee comprises a minimum of two independent non-executive directors and the chairman. The committee recommends to the Boards candidates for the positions of director, and has responsibilities for succession planning and oversight of corporate governance matters.

The remuneration committee comprises a minimum of three independent non-executive directors. The committee reviews the remuneration of the executive and non-executive directors, and the tier of management directly below the Boards. It also has responsibility for the executive share-based incentive plans.

The corporate responsibility and reputation committee comprises a minimum of three non-executive directors. 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.

Management Committees

The disclosure committee comprises the Group Controller, the Chief Legal Officer, the Group Treasurer and the NV and PLC Deputy Secretaries. The purpose of the committee is to help the Boards ensure that financial and other information that ought to be disclosed publicly by Unilever is disclosed in a timely manner and that the information that is disclosed is complete and accurate.

Routine business committees are set up to conduct routine business as and when the Boards consider that they are necessary, and administer certain matters previously agreed by our boards or by the Unilever executive. Further information can be found in the Routine Business Committees Terms of Reference, to the right hand side.