Unilever seeks changes to pay to give managers owner's mindset

LONDON (Reuters) - Unilever ULVR.LUNc.AS is proposing changes to how it pays executives and directors in order to make them think more like owners of the business, less than two weeks after seeing off a $143 billion takeover pursuit by U.S. rival Kraft Heinz KHC.O.

The company logo for Unilever is displayed on a screen on the floor of the New York Stock Exchange (NYSE) in New York, U.S., February 17, 2017. REUTERS/Brendan McDermid

Combining a greater emphasis on long-term employee share ownership and personal commitment, the changes were announced in Unilever’s annual report for 2016 on Tuesday.

If approved by shareholders at Unilever’s annual general meetings in April, they would apply for three years.

The Anglo-Dutch maker of Dove soap and Ben & Jerry’s ice cream is under pressure to prove it can deliver growth on its own following its unequivocal rejection of Kraft’s proposal earlier this month.

Unilever is now conducting a far-reaching review of its business that should be finished by early April. This will focus more squarely on short-term delivery, it has said.

“In the immediate future, we are fully engaged in the recently announced comprehensive review of options available to accelerate delivery of value for the benefit of our shareholders,” Chairman Marijn Dekkers said in the annual report, without giving more detail.

As part of a new remuneration plan, Unilever said senior executives below the board level would be the first to feel the changes, which involve simplifying compensation by consolidating fixed pay into a single figure and discontinuing one of its long-term incentive plans.

The remaining “management co-investment plan” will see its performance horizon expanded from three years to four.


Managers would be encouraged to invest a proportion of their annual bonuses in Unilever shares through that plan, and would be able to invest their whole bonus. The plan’s performance measures have also been amended to more closely align with Unilever’s business strategy.

Unilever said it also aims, in due course, to apply the new framework to executive directors, though there will be increased shareholding requirements in 2017 for Chief Executive Paul Polman and Chief Financial Officer Graeme Pitkethly.

Unilever, with dual headquarters in Britain and the Netherlands, also said it plans to extend its executive share incentives from 3,000 senior managers to all of its 15,000-plus managers worldwide from 2018.

“Through these initiatives we will encourage all our employees fully to adopt an owner’s mindset with the goal of achieving our growth ambition,” Ann Fudge, head of its compensation committee, said.

For 2016, CEO Polman received a compensation package worth 8.4 million euros, including a base salary of 1.2 million euros, annual bonus of 2.3 million and long-term incentives worth 3.8 million. That is down from 10.3 million euros in 2015.

Unilever’s group sales growth slowed to 3.7 percent in 2016 from 4.1 percent in 2015, hurt by demonetization in India and an economic crisis in Brazil.

Editing by Susan Fenton/Ruth Pitchford/Alexander Smith