Form 6-K
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2013.
Commission File Number 001-04546
UNILEVER PLC
(Translation of registrants name into English)
Unilever House, Blackfriars, London, England
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F þ Form
40-F ¨
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by
Regulation S-T
Rule 101(b)(1): ¨
Note: Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual
report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or
under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security
holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes ¨ No þ
If Yes is marked, indicate below the file number assigned to the
registrant in connection with
Rule 12g3-2(b):
82- .
Cautionary statement
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such
as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance
or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group.
They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which cause
actual results to differ materially are: Unilevers global brands not meeting consumer preferences; increasing competitive pressures; Unilevers investment choices in its portfolio management; inability to find sustainable solutions to
support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; secure and reliable IT infrastructure; successful execution of
acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; the debt crisis in Europe; financial risks; failure to meet high product safety and ethical standards; and managing regulatory, tax
and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the
Groups Annual Report on Form 20-F for the year ended 31 December 2012 and the Annual Report and Accounts 2012. These forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or
regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based.
ANNUAL REPORT
AND ACCOUNTS 2012
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MAKING
SUSTAINABLE LIVING
COMMONPLACE |
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CHAIRMANS STATEMENT
2012 has been another strong year for Unilever, building further on the good performance in 2011. Despite a challenging economic environment, the
Group continued to grow above its markets, delivering strong top and bottom line results. The transformation of Unilever to a sustainable growth company is well on track.
Unilevers sustained performance in these difficult markets is testament to the strength and clarity of the Unilever Sustainable Living Plan (USLP) and the Compass
strategy developed by Paul Polman and his management team. The USLP is providing the Group with an inspiring and highly differentiated growth model, which is driving performance, energising employees and increasingly being recognised externally as a
standard for responsible business. The Boards have been impressed again this year by the ways in which the strategy is being brought to life in different parts of the Group, and the above average results versus our peer group is testimony to this.
Maintaining good governance
Good governance is essential for the long-term success of the Group, and I am pleased to introduce our Corporate Governance report on pages 44 to 81, which sets out how
Unilever conducts its operations in accordance with internationally accepted principles of good corporate governance. We are very alert to the current environment around the remuneration arrangements for Executive Directors and we remain committed
to linking pay to the longer-term objectives of Unilever and, in turn, the longer-term interests of shareholders. We set out more details on our approach in our Directors Remuneration Report on pages 62 to 81.
Strengthening the Boards
A key role for the
Boards is to provide adequately for their succession, and l am very pleased that Laura Cha, Mary Ma and
John Rishton have agreed to join us and are being proposed for election at the AGMs in 2013. Unilever continues to appoint
directors based on their wide-ranging experience, backgrounds, skills, knowledge and insight, and I am confident that these three directors will further strengthen the diversity of gender and experience already on the Boards and improve it further.
Additional information on these directors and the succession planning process undertaken is given in the Corporate Governance report and their biographies will be included in the 2013 AGM Notices which will be available on our website at www.unilever.com/agm from 2 April 2013. Sunil Bharti Mittal will not offer himself for re-election at the 2013 AGMs. I would like to thank Sunil for his
contribution to Unilever as a Non-Executive Director.
We are committed to continuing to improve diversity at Board level and I am pleased that already 25% of
Directors on your Boards are women. Last year we stated our aim to increase that percentage, and the introduction of these Non-Executive Directors, should they be elected, will achieve this.
BOARD OF DIRECTORS
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Unilever Annual Report and Accounts 2012 |
Board evaluation
Following the external evaluation in 2011, our internal process this year suggested minor recommendations to the operation of the Boards and confirmed that no major
modifications were required. The process concluded that overall the Boards continued to operate in an effective manner. More information on previous evaluations and this years agreed actions is found within the Corporate Governance report.
Shareholder return
2012 has been yet
another reliable year under our dividend policy. Unilevers consistent improvement in profits has enabled us to pay a steady increase in dividends year on year. The full-year dividend in 2012 rose to 0.954 an 8% increase from 2011.
Finally, on behalf of the Boards, I would like to extend my
sincere thanks to all of Unilevers 173,000 employees across the world. They have delivered exceptional
1 Michael Treschow
Chairman
results in difficult economic conditions while at the same time reinforcing Unilevers growing reputation as a business committed to sustainable and equitable
growth.
Michael Treschow
Chairman
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The Unilever Group
Unilever N.V. (NV) is a public limited company registered in the Netherlands. It has listings of shares and depositary receipts for shares on
Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales. It has shares listed on the London Stock Exchange and, as American Depositary
Receipts, on the New York Stock Exchange. The two parent
companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC and their group companies, regardless of legal ownership, constitute a single
reporting entity for the purposes of presenting consolidated financial statements. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated financial statements. The same people sit on the
Boards of NV and PLC and other officers are officers of both companies. Any references to the Board in this document mean the Boards of NV and PLC.
Names are listed in alphabetical order with the exception of the Chairman, Vice-Chairman, Chief Executive Officer and Chief Financial
Officer. |
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Report of the Directors About Unilever 3 |
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CHIEF
EXECUTIVE
OFFICERS
REVIEW |
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Unilever transformation on track
Our prediction that 2012 would be another challenging year for the global
economy turned out to be accurate. We saw continued volatility in the worlds markets resulting in commodity cost rises significantly in excess of expectations. The threat of the worlds largest economy going over a fiscal
cliff and the euro crisis added uncertainty and undermined fragile consumer confidence.
Overall it is a bi-polar economic world one of sluggish growth in most developed markets contrasted by still relatively healthy consumption and growth
in emerging markets. Simultaneously we are facing challenges to the worlds social and
environmental equilibrium. Growing issues of inequality and rising levels of unemployment especially among young people place added strains on social cohesion. But the biggest challenge is the continuing threat to planetary
boundaries, resulting in extreme weather patterns and growing resource constraints. These have an increasing impact on our business.
Volatility and uncertainty the new normal
We remain convinced that businesses that both address the direct concerns of citizens and the needs of the environment will prosper over the long term. Companies need to
show leadership to rebuild citizens trust currently at an all time low. This thinking lies at the heart of the Unilever Sustainable Living Plan (USLP) and our Compass vision of doubling the business while reducing our environmental
footprint and increasing our positive social impact. As it becomes embedded, there is growing evidence that it is also accelerating our growth. It certainly contributed to another strong year for Unilever in 2012.
Strong business performance in 2012
Turnover increased by 10.5%, taking Unilever through the 50 billion barrier, a significant
milestone to becoming an 80 billion company. We have grown by nearly 30% in just four years. Growth was broad based across all our markets and categories and high
quality, with a good balance of price and volume. Emerging markets continued to be the prime engine, growing for the second consecutive year by more than 11% and now accounting for 55% of total business.
Growth was ahead of our markets, with approximately 60% of the business gaining share. Personal Care
and Home Care showed double digit growth, in line with our strategic priorities. |
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Despite commodity cost increases of over 1.5 billion, and the heavy investments made
in supporting our brands, growth was profitable, with 0.3% improvement in core operating margin to 13.8%.
High impact innovations, rolled out globally at speed, continue to be key growth drivers. With the addition of Magnum and Sunsilk last year, we now have 14 brands with
sales of more than 1 billion a year, and these brands accounted for almost 50% of Unilevers growth in 2012. We delivered on our white space market strategy too. The launch of
TRESemmé in Brazil last year was one of Unilevers most successful ever, adding almost 150 million in turnover.
We continue to strengthen our portfolio, thanks to strategic acquisitions since 2011 in Personal
Care including Sara Lee, Alberto Culver and Kalina in Russia and disposal of several slower-growing businesses, notably in Foods. This combination added over 1% to turnover growth in 2012.
The delivery of the Compass strategy and the embedding of the USLP are not only benefiting citizens
and communities but also shareholders who have seen a Total Shareholder Return (TSR) of close to 100% over the past four years.
The year ahead We expect 2013 and beyond to be as
difficult and challenging. We believe this further validates our Compass strategy with the USLP at its heart. Re-establishing trust with citizens and meeting the needs of society will be the keys to ongoing success. Our brands should be a force for
good in addressing global challenges be it access to water, hygiene and sanitation or sustainable and nutritious food.
For example, the Lifebuoy handwashing campaigns target one of the biggest killers of children under five diarrhoea. Domestos is helping improve sanitation in some
of the most impoverished parts of the world through a combination of educational programmes and simply the building of toilets. Pureit is bringing safe drinking water to an increasing number of people. Dove is addressing one of the biggest issues
facing adolescent girls around the world, self-esteem. Through our sustainable sourcing programmes, Rainforest Alliance certification of Lipton tea and Knorrs Sustainability Partnership Fund, we are helping to improve the livelihoods of
farmers and helping to guarantee future supplies. As our ambitions are high, working in partnership with others is key to delivery.
Unilever Annual Report and Accounts 2012
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UNILEVER LEADERSHIP EXECUTIVE (ULE) |
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2 Doug Baillie
Chief Human Resources Officer
3 David Blanchard
Chief Category Research & Development
Officer 4 Professor Geneviève Berger
Chief Science Officer
5 Kevin Havelock
Refreshment
6 Jean-Marc
HuëtD
Chief Financial Officer
7 Alan Jope
North Asia
8 Kees Kruythoff
North America
9 Dave Lewis
Personal Care
10 Harish Manwani
Chief Operating Officer
11 Antoine de Saint-Affrique
Foods
12 Pier Luigi Sigismondi
Chief Supply Chain Officer
13 Ritva Sotamaa
Chief Legal Officer
14 Keith Weed
Chief Marketing and Communication Officer
15 Jan Zijderveld
Europe
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Our evolving business model
With scale comes responsibility so we must continue to play a leadership role in seeking solutions for global transformational issues like climate change, food
security and poverty alleviation. This is why I agreed to join the UN Secretary Generals High Level Panel to review the post-2015 Millennium Development Goals.
Our approach is gaining widespread external recognition. We were again named sector
leader in the Dow Jones Sustainability Indexes for the 14th consecutive year; listed as the worlds fifth most desired
company to work for by Linkedln; and recognised for our work on diversity by The Catalyst organisation. We are proud now to be seen as the preferred employer in many of the key markets in which we operate.
We are on track to become a sustainable growth company. But this would not be possible without the dedication and hard
work of our 173,000 colleagues and many partners around the world. They are demonstrating the power of purpose, making
Unilever again fit to win.
Warm regards
Paul Polman
Chief Executive Officer
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors About Unilever 5 |
OPERATIONAL
HIGHLIGHTS
In 2012, we continued to make good
progress in the transformation of Unilever to a sustainable growth company. We exceeded 50 billion turnover, with all regions and categories contributing to
growth. Despite further cost increases and volatile commodity markets, our gross margin rose by 0.1 percentage points and our core operating margin by 0.3 percentage points, reflecting the disciplined implementation of our strategy.
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Turnover is up 10.5% at 51.3 billion with net acquisitions contributing 1.1% and currency changes 2.2%
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Underlying sales growth of 6.9% is well balanced between volume +3.4% and price +3.3% |
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Emerging markets grew underlying sales by 11.4%, now representing 55% of turnover
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KEY FINANCIAL INDICATORS*
KEY NON-FINANCIAL INDICATORS
Basis of reporting: our accounting policies are in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union (EU) and as issued by the International Accounting Standards Board (IASB), as well as United Kingdom and Dutch law. Certain measures used in our reporting are not defined under lFRS or other generally accepted
accounting principles. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on pages 34 and 35.
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Further details of our key financial indicators can be found in our Financial review starting on page 28. |
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These key non-financial indicators form part of the Unilever Sustainable Living Plan. 2012 data is preliminary. Some of these KPIs will be independently assured in 2013. See our Unilever
Sustainable Living Plan: Progress Report 2012 and our online Unilever Sustainable Living Report for 2012 at www.unilever.com/sustainable-living, to be published in April 2013. |
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Measured January-September 2012. In 2012 we moved to full volume-based (tonnes sold) reporting for this target. This number is not comparable to previously reported numbers measured by product
(stock keeping unit). |
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NAMET refers to North Africa, Middle East and Turkey; AMET refers to Africa, Middle East and Turkey; and RUB refers to Russia, Ukraine and Belarus. |
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Unilever Annual Report and Accounts 2012 |
OUR COMPASS
STRATEGY
Our business model is designed to deliver sustainable growth. For us, sustainability is integral
to how we do business. In a world where temperatures are rising, water is scarce, energy is expensive, sanitation is poor in many areas, and food supplies are uncertain and expensive, we have both a duty and an opportunity to address these issues in
the way we do business.
The inputs to the model, like those of all major packaged goods manufacturers, are threefold: brands; people; and
operations. These map directly on to our Compass Winning with pillars both continuous improvement and the market place pillars support the operations strand of the model.
The differentiator in our business model is our USLP and the goal of sustainable
living.
The outputs of the model are threefold: sustained growth; lower environmental impact; and positive social impact. These
align directly with our Vision statement.
The diagram below represents our virtuous circle of growth. It summarises, simply, how we derive profit from the
application of our business model.
Our brands
Strong brands and innovation are central to our ambition to double in size. We are investing in brand equity, finding and strengthening the connections between consumers
and the products they buy. Where equity is strong, we are leveraging it creating efficiencies by focusing on fewer, bigger projects that enhance margins. And we are seeking superior products which consumers will prefer, driving profitable
growth.
Our operations
On any given day 2 billion consumers use our products and we want to reach many more, by developing innovative products that address different consumer needs at different
price points. To do this we use our global scale to help deliver sustainable, profitable growth by seeking to add value at every step in the value chain by enhancing product quality and customer service, and rolling out innovations faster across all
markets.
Our people
Sustainable, profitable growth can only be achieved with the right people working in an organisation that is fit to win, with a culture in which performance is aligned
with values. We are increasingly an agile and diverse business with people motivated by doing good while doing well. We are building capability and leadership among our people and attracting some of the best talent in the market place.
Sustainable living
For us, sustainable, equitable growth is the only acceptable business model. Business needs to be a regenerative force in the system that gives it life. For example, by
reducing waste, we create efficiencies and reduce costs, helping to improve margins while reducing risk. Meanwhile, looking at more sustainable ways of developing products, sourcing and manufacturing opens up opportunities for innovation while
improving the livelihoods of our suppliers.
A VIRTUOUS CIRCLE OF GROWTH
Profitable volume growth
Profitable volume growth is the basis of the virtuous circle of growth. Stronger brands and innovation are the key drivers behind it. Consistently strong volume growth
builds brand equity as we reach more consumers, more often.
Cost leverage + efficiency
Profitable volume growth allows us to optimise the utilisation of our infrastructure and spread fixed costs over a larger number of units produced, reducing the average
cost per unit. It improves our profitability and allows us to invest in the business.
Innovation + marketing investment
Lower costs and improved efficiency enable us to strengthen our business further. New and improved products are the result of investment in R&D and, together with
effective marketing, strengthen our brand equity. This results in profitable volume growth, self-perpetuating the virtuous circle of growth.
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Report of the Directors About Unilever 9 |
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UNILEVER SUSTAINABLE LIVING PLAN |
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With 7 billion people on our planet, the earths resources can be strained. This means
sustainable, equitable growth is the only acceptable model of growth for our business. We believe growth and sustainability are not in conflict. In fact, in our experience, sustainability drives growth. By focusing on sustainable living needs, we
can build brands with a significant purpose. By reducing waste, we create efficiencies and reduce costs, which helps to improve our margins. And we have found that once we start looking at product development, sourcing and manufacturing through a
sustainability lens, it opens up great opportunities for innovation.
Our Unilever Sustainable Living Plan (USLP) sets out to decouple our growth from our environmental impact, while at the
same time increasing our positive social impact. Our USLP has three big goals that by 2020 will enable us to:
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Help more than a billion people to improve their health and well-being. |
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Halve the environmental footprint of our products. |
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Source 100% of our agricultural raw materials sustainably and enhance the livelihoods of people across our value chain.
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Underpinning these goals are seven commitments supported by around 50 targets spanning our social, environmental and
economic performance across the value chain from the sourcing of raw materials all the way through to the use of our products in the home.
In the second year
of our USLP, we made steady progress across our commitments. Our USLP is ambitious and we have much more to do. We continue to strive to deliver our stretching goals.
Focusing innovation on fewer, bigger projects in the future will allow R&D breakthroughs to be translated into many
markets in a short timeframe. For example, an innovative method of cool blending spreads is set to transform our spreads brands (such as Becel) by reducing total fat and saturated fats by around 25%, which differentiates their
nutritional profile even more from butter while still delivering great taste.
And this year we made great advances among consumers in the perceived quality of
Lipton Yellow Label tea, by introducing a new process of cold-pressing some of the freshest tea leaves and adding the essence back into conventional dried leaves. Already launched through a celebrity-backed campaign in Russia, which saw retail sales
grow by 26% in 12 months, this new technology will be rolled out in another 18 countries in 2013.
Winning market share
Big, fast, ambitious projects can have significant results, provided they are attuned to consumer needs. When we launched the TRESemmé brand into one of the
worlds largest hair markets, Brazil, it became one of the leading hair brands in both hypermarkets and drugstore chains within five months. TRESemmé is available in a number of other countries and also includes a range of salon-
quality dry shampoos designed to rejuvenate hair without a single drop of water good for the environment as well as
helping grow our business. Alongside TRESemmés rapid launch, we introduced more than 80 new or renewed products in Brazil, including two new Dove variants and re-launches of the Seda and Clear ranges, resulting in substantial gains in a
vital market.
By making superior products with benefits people appreciate, we increasingly win consumer preference for premium brands where added
value is greatest. Premiumisation, innovation and differentiation will be essential if we are to grow faster than our markets.
Superiority
you can feel
The team behind every product in every category of our business is set a clear target for improvement: we want all our brands to be superior
to the competition. At present, our global Product Benchmarking Programme shows that 96% of our products in scope are considered equal to, or better than, our key competitors. And where we have made
advances in product performance, we are increasingly able to tell consumers how they will benefit.
When we improved the Sunlight hand dishwash brand, for instance, we had thought carefully about the billions of hours spent every day across the world washing dishes,
and the benefits that could come from a dishwash that degreases dishes faster and more easily. We made sure our marketing communicated these improvements, with the result that we converted millions of households to Sunlight, doubling turnover for
the dishwash brand in six years.
Quality worth paying for
As well as driving volume growth, superior products can command premium prices, ensuring that growth is profitable. All around the world, we are offering products for
which consumers are willing to trade up, with a corresponding rise in added value. In Russia, for example, we launched the Carte dOr ice cream range in December 2011. The Carte dOr products were made to premium recipes and marketed
accordingly creating additional value per serving. In just over six months, Carte dOr sales grew profitably to represent some 25% of the premium segment.
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Some
25%
of premium segment in Russia achieved by Carte dOr in just over six months from launch
IN 2012 WE WERE MARKET LEADER IN LIQUID LAUNDRY
DETERGENT SALES IN EMERGING
MARKETS, WITH MARKET SHARE OF OVER 25%
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In 2012 we were market leader in liquid laundry detergent sales in emerging markets,
increasing our market share by over 10 percentage points since 2010. Consumers are increasingly convinced of the benefits of liquids like Omo and Surf which not only offer a better wash experience but, especially when concentrated, create
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distribution than powders. And liquids are good for our business great performance
combined with premium prices and lower material and transport costs, especially for concentrates, mean higher gross margins.
More at: www.unilever.com/omo |
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For the last three years, we have worked on A Better Future Begins at Home, a joint shopper programme with retailer Tesco, to
encourage sustainable behaviour. It combines advice with promotions around our brands, all carrying a strong sustainability message. By rewarding shoppers for making more sustainable choices, it is educating them in how small actions can make a big
difference both to the environment and to their wallet. So far the programme has been implemented in nine markets from the UK to China. As well as growing our sales, it has delivered benefits ranging from consumers recycling more to people planting
trees in the local community. Taking care of our
customers We believe that customer satisfaction is the single most important measure of success for us in this area. And customers are more satisfied with
us than ever. In 2012, Unilever was named supplier of the year in the drug store channel, in Boots and Superdrug (UK), Rite Aid (US), Shoppers DrugMart (Canada) and Farmacias Benavides (Mexico). Meanwhile, in emerging markets in Asia, Africa and the
Middle East, we were rated the number one supplier in seven markets. In Brazil and Argentina, our most important markets in Latin America, we are frequently evaluated in the top three, while in the UK Unilever was named supplier of the year by
almost all our customers.
11%
growth through drug stores
Rated
No.1
supplier across seven markets in Asia, Africa and the Middle East
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As well as working with our customers on joint initiatives, we are
also working with them to help drive sales of our products through our Perfect Stores programme. This is a repeatable model which ensures the right products are available in stores and are marketed clearly to shoppers. Pilot studies in
India and Argentina show that outlets enrolled for the Perfect Stores programme grow on average 4% more than other outlets.
In 2012, we supported the development of another 2 million Perfect Stores and extended our programme to more than 30 new markets. This means that at the
end of 2012 we had 5 million Perfect Stores in 75 markets and we aim to have 20 million. Next, we will roll out |
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the next generation of the programme, Perfect Store 2.0, aimed at improving the way we market our brands to shoppers, improving shelf
stand-out and ensuring we give shoppers more reasons to choose our brands in-store. Improving the retail experience Meanwhile, were helping our customers improve the retail experience in Perfect Stores
using hand-held technology and the power of analytics, suggesting salesmen for store-specific orders and promotions, plus tips on displays. We also empowered thousands of our Shakti entrepreneurs with mobile phones to book sales orders. We will
continue to innovate and grow sustainably with our customers, whether theyre a small-scale distributor in rural India or a global retailer. |
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Almost 80,000 entrepreneurs, including 48,000 women, in over
135,000 villages across India have now joined our rural selling operation, Shakti. We improved the programme in 2012 by part funding mobile phones for a number of these sales people, equipping them with a simple application to drive sales. This low
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right products, saving time during sales calls while
increasing sales and earnings. Shakti is just one example of the progress we are making towards our USLP goal of improving the livelihoods of people across our value chain.
More at: www.unilever.com/sustainable-living
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WINNING THROUGH CONTINUOUS IMPROVEMENT continued
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Local relevance with low-cost business models
One of Unilevers particular strengths is our ability to combine global scale with locally tailored solutions. We have identified several levers to improve our gross
margin over the long term, one of which is the application of low-cost business models to parts of the business such as laundry. We expect a significant profitability uplift once these measures are implemented, enabling us to invest back
into the business, maintaining and accelerating the momentum of the virtuous circle of growth. Working in partnership with our suppliers Our scale also helps us to meet our ambitious targets for sustainable sourcing. In 2012, we
sourced around one third of all agricultural raw materials sustainably, including 100% of our palm oil, our largest agricultural raw material, three years ahead of schedule. Elsewhere, 39% of all the tea we source comes from farms certified by the
Rainforest Alliance. Sourcing sustainably means that farmers can improve their living conditions and earn an income they can live on. It also helps maintain and improve soil fertility, enhance water quality and availability, and protect
biodiversity. However, we cannot achieve our sustainable growth agenda alone. We work in
partnership with our suppliers to support the growth and innovation we need. Through our Partner to Win programme, we work with more than 150 strategic suppliers by sharing strategies and growth plans. This enables us to build capacity
and create new technologies. Our suppliers are also key to generating new ideas and are partnering with us on over 65% of the deliverables in our medium and long-term innovation projects.
Improving eco-efficiency
We are also focusing on improving sustainability in our manufacturing network. Thanks to programmes to reduce, reuse, recycle and recover, over half our manufacturing
sites now send zero non-hazardous waste to landfill. We sourced 26% of our energy used in manufacturing from renewables, and reduced our C02 emissions from energy by 838,000 tonnes in the
period 2008 to 2012. These efforts have contributed towards the recognition by the Dow Jones Sustainability Indexes, which named Unilever a global super-sector leader in 2012. |
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To meet our growth ambition we need to reach more consumers. We
continue to work hard to ensure our products are always available wherever the consumer is shopping.
To reach different kinds of consumers we have developed segmented supply chains across categories, portfolios, geographies and channels to deliver the right service at
the right cost. For example, in Indonesia, Ponds is a premium brand thats often sold by small specialist retailers with little space to showcase the entire range and as a result they have a tendency to run out of stock. Following a
successful trial, we now offer a daily delivery service, extending the roll-out to Greater Jakarta experiencing sales growth of more than 80%.
We have been increasing on-shelf availability (OSA), getting more products more quickly on to shelves. In 2012, stores in our OSA programme reduced empty shelves by
13%. In 2012, our customers rated us higher than ever before. According to the global Advantage
Group Survey, we improved in 70% of our key markets and are in the top third in ten out of 14 of our key markets.
We are also working hard to increase product quality reducing both complaints and |
|
incidents. Consumer complaints were down by 29% in 2012 versus 2009, while product incidents were down by 75%. In addition, we are making and designing
better products. In 2012, 57% of our products scored higher than our competitors in blind tests, compared to just 21% in 2009.
Our ability to deliver quality products, innovate, and make better
decisions quickly is critical to our sustainable growth agenda. For example, we have almost halved the time it takes to launch key innovations into the market place. New capabilities and centralised processes are making it possible to almost halve
the time it takes to build new factories. Unilevers Global Engineering Services uses cookie cutter templates for factories,
design and suppliers, helping us to deliver consistent high quality products wherever in the world they are made, as well as improving our speed to market.
We are also investing for growth and are building world-class factories, enabling us to cater to the substantial volume growth so far. As well as increasing capacity and
flexibility, our new plants create competitiveness through manufacturing excellence and by using sustainable technologies. |
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Over half of our 252 manufacturing sites across the world, from Costa Rica to Japan, send no non-hazardous waste to landfill, up from 74 at the start of the year. 100%
of our sites send zero waste to landfill in 18 countries, the equivalent of removing over 1 million household bins of waste every year. This has been achieved by eliminating waste in the factories. |
|
We also reduced, reused, recycled and recovered waste. For example, in Russia, Unilever recycles tea bags to make animal bedding
or wallpaper. More at:
www.unilever.com/sustainable-living |
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22 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
Operational excellence
Enterprise Support, Unilevers global shared services, is transforming our internal operations. By simplifying our internal processes, it is helping us both reduce
costs and, by enabling us to act faster and with greater agility, improve our service to customers.
In Finance Services, for example, we have simplified our
reporting processes, systems and tools, reducing our reporting time from 25 working days in 2010 to 19 today. We aim to reduce this still further.
In IT we are
leveraging technology across Unilever which is helping us manage our growing business more efficiently. We have simplified 200 local IT transaction systems by replacing them with four global systems, managed as one for speed and resilience. This is
delivering many benefits, for example helping us integrate acquisitions swiftly both Alberto Culver and the Sara Lee personal care brands were integrated in just over six months.
We are also using technology to improve our service to customers. More than 50,000 of
our representatives in areas such as sales, merchandising and store auditing are connected to Unilevers information
systems. They use mobile devices to help them carry out sales transactions and record and upload up-to-date market data. This lets us monitor how our products are being presented to shoppers in over 4 million stores in our Perfect
Stores programme (see page 17).
Its not just customers who are benefiting we are talking directly to consumers too through our digital hub which
is connecting them securely with our brands across multiple digital channels. For example, we launched our Dove digital presence in 30 countries in just 30 days just one of 650 brand activations across 50 countries.
Bringing it all together, in May 2012 we opened a global operations centre in Bangalore, tapping into the talent and mindset of emerging markets. This is the heart of
our global shared services operations, and will support our end-to-end IT, Finance and Information Management across the whole of Unilever.
As part of our low-cost business model strategy, we analysed every link in the value chain for Wheel, our value
washing powder in India. As a result of technology and productivity improvements in manufacturing as well as distributing the product from our factory direct to the customer, we delivered savings right across the value chain, ensuring our products
are affordable to people on low incomes and reducing our carbon footprint.
More at: www.hul.co.in/wheel
Sustainable, profitable growth can only be achieved if the right people are working in an organisation that is fit to win, underpinned by a
culture in which performance is always aligned with values. We are increasingly an agile, flexible and diverse business with people who are motivated by doing good while doing well. We are building capability and leadership among our peopleand
we are attracting some of the best talent in the market place.
To double the size of our business, we need to support the talented people we already employ so they can be
the best they can be. We also need to attract the best people in the market place.
Employer of choice
This year, we were voted the number one FMCG (fast-moving consumer goods] employer of choice among graduates in 20 countries. Potential employees in markets as diverse as Russia and Vietnam
Brazil and Bangladesh, or Indonesia and the UK think that we are the most attractive employer in our sector.
We achieved this top ranking in several countries for the very
first time, including Mexico, Germany and Spain -while in ndia we were employer of choice, not just in our sector, but across the entire employment market.
We are leveraging
our partnership with One Young World, an annual global summit where young ambassadors collaborate on projects to change the world for the better. This year it allowed us to introduce Unilever and its commitment to making sustainability commonplace
to 1,200 delegates from 183 countries.
Employer brand
We have focused on ensuring that our
standing as an employer-what we call our employer brandhas our commitment to sustainability at the core. We have built an employer brand development tool which leverages best practice, and adapted our recruitment models to reach
the best people wherever they are in the world.
Our digital presence is a vital factor in this. Sustained investment and innovation in our social media interactions have
seen us become the highest ranked FMCG company on Linked Ins global In Demand ndex. Our Facebook global careers page has attracted more than 110,000 Tikes, with the highest numbers in India, Brazil Egypt and Indonesia of any global
careers page. It is the second largest Facebook page dedicated to careers.
No.1 FMCG employer of choice among graduates in
20 ^^\0 countries
WINNING WITH PEOPLE
continued
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Leadership for the future We are
committed to the growth of our people throughout their careers, and to ensuring that leadership skills in particular are developed at every level of management. Our new Four Acres Learning and Leadership Centre in Singapore, scheduled to open in
mid-2013, is physical proof of this commitment. Like our long-standing Four Acres Centre in Kingston, UK, the facility will run a global curriculum to drive excellence and commitment to leadership development and sustainability.
We now have programmes for existing and future leaders at all levels. These are designed in a blended
approach of leaders teaching leaders, senior executive sponsorship, academic rigour and application through job experience, mentors and coaches.
A diverse business for a diverse world Two billion
people use our products every day and, if we are to meet their needs, we need to reflect their diversity in our own workplaces. Through better recruitment, family-friendly working conditions, a |
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culture of accountability, and initiatives like employee networks and mentoring, our business is becoming increasingly gender-balanced. By the end of
2012, 41% of our management headcount were women, compared to 39% at the end of 2011. After a decade of steady improvement, achieving an increase of more than 1% in a single year shows progress but we recognise there is still a long way to
go. We are working hard to improve further and it is encouraging that we have received external
recognition for our efforts. For example, we were: awarded the prestigious 2013 Catalyst Award; awarded Company of the Year in the Vodafone European Diversity Awards 2012; named Top Employer by workingmums.co.uk; winners of Japanese magazine Toyo
Keizais Female Management Appointment Award for 2012; named among the 2012 Working Mother 100 Best Companies in the US; and our US business was given a 100% rating in the Human Rights Campaigns Corporate Equality Index. |
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Ours has always been a business based on values. We aim to ensure
that integrity, responsibility, respect and pioneering spirit underpin our activities. In the last two years we have found new ways to express those values through the Unilever Sustainable Living Plan (USLP).
Engaged employees
We have been encouraged by what our people are telling us about our culture. Our Global People Survey (GPS) measures the level of engagement of all employees. Over
114,000 eligible employees participated in the 2012 survey, representing an 87% response rate. Our engagement score of 75%, up from 73% in the 2010 GPS, is now in line with the scores of high-performing employers in our class.
Other key aspects of the survey also showed good progress: scores rose by 5% for people management,
and by 4% for performance culture, bias for action and diversity. We believe that the USLP and our values are significant factors in keeping employees fully engaged in our business and therefore driving performance.
Everyday heroes
Our values are exemplified every day by thousands of employees, without whom our business could not meet its ambitions for sustainable growth. But even amidst all this
good work, some actions stand out. This year we honoured six employees nominated by their colleagues as Unilever heroes one of the ways in which we recognise significant contributions to society and our business. |
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In 2011, we began work on the Unilever Four Acres Learning and Leadership Centre in Singapore. The
facility is on course to open in mid-2013, and will provide learning and capability development from our new global curriculum, designed to ensure that our people have the skills to meet our growth ambitions.
Four Acres Singapore has accommodation for 55 students and includes two flexible training rooms, a
teaching amphitheatre and a multi-purpose hall for up to 200 people.
More at: www.unilever.com/
developing-and-engaging-our-people
Our 2012 heroes include people such as Samwel Nyagucha (pictured on page 24), a tea picker on the Kaptien estate in Kenya,
whose initiative has transformed the working life of colleagues on his plantation; Koray Kezer, a customer development manager in Turkey, who spent nights sleeping in his car while he helped customers and colleagues affected by a 7.2 magnitude
earthquake in the Van region last year; and Abdullah Toseef, who used scrap materials to implement a water conservation project which is saving 28 million litres of fresh water each year at the Rahim Yar Khan factory in Pakistan, where Abdullah
is assistant manager.
We have substantially improved the structure of our business over several years, aiming to create an agile, flexible and diverse
organisation that can meet the needs of consumers all over the world.
Dynamic structure for dynamic markets
We are already seeing results from changing our approach to the global market place. Where we formerly dealt with 22 geographical sub-entities, we now divide our business
between eight markets, six of which are primarily made up of developing economies. This streamlined structure has allowed us to focus sharply on growth, particularly in emerging markets. We can now re-allocate resources quickly between markets,
share best practice more easily and concentrate our efforts on a larger number of bigger projects.
We enhanced our standing as an employer by developing the Employer Brand Development Wheel, putting potential
employees at the heart of our thinking. This repeatable model, used in every market, is designed to exceed expectations and beat the competition. For example, our Future Leaders Programme allows young graduates to take on real challenges like
shaping the messaging behind Lifebuoys handwashing campaign, bringing hygiene benefits to millions of people and contributing to the brands consistent sales growth over the past five years.
More at: www.unilever.com/careers
75%
Our employee engagement score, now in line with high-performing employers in our class
110,000
likes
of our Facebook global careers page within six months of launch
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FINANCIAL
REVIEW 2012 |
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The virtuous circle of growth continues to work for us. We delivered consistent and strong top-line growth, well-balanced between volume and price and improved core operating margin. |
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Strong underlying sales growth, led by solid volume growth
Growth of our markets remained positive in 2012. This was primarily driven by strong growth in emerging markets which grew in volume and value terms, while developed
markets remained largely unchanged due to continued weak consumer confidence in Western Europe and North America.
Despite the challenging environment, we have delivered strong underlying sales growth of 6.9% (2011: 6.5%). We accelerated volume growth to 3.4% (2011: 1.6%), well
balanced with a 3.3% contribution from price (2011: 4.8%). All of our categories and each of our three geographical areas reported positive growth.
As in the prior year, emerging markets were the key growth drivers with underlying sales up 11.4%. We achieved double-digit growth in many countries, including Indonesia,
China, Brazil and Vietnam. In developed markets we managed to grow the business despite difficult markets: our underlying sales were up 1.6%, split equally between volume and price.
Our focus on bigger and better innovation, rolled out faster to more markets is a key driver behind
our performance. The rollout of our brands to new markets, including the more recently acquired brands, such as the launch of TRESemmé in Brazil also contributed strongly.
Amongst our categories, Home Care and Personal Care grew ahead of the markets, up 10.3% and 10.0%
respectively; resulting in solid market share gains. In Home Care, we outperformed market growth in laundry and household cleaning. In Personal Care, our hair care business garnered market shares around the world, and skin care as well as deodorants
reflected the success of innovations. In Foods, underlying sales growth of 1.8% reflects a mixed
performance, benefiting from the rollout of new products and our marketing campaigns to introduce new uses of our products to consumers. At the same time, declining markets in our spreads business and the impact of price rises we took in 2011 to
counter sharply increased raw material costs impacted growth momentum. 6.3% underlying sales
growth in Refreshment reflects the continued success of the global rollout of our ice cream brands and innovations, as well as improved growth momentum in tea, especially in emerging markets.
Solid progress in core operating margin
Despite further increases in input costs and adverse currency changes, gross margin improved by 0.1% to 40.0% at constant exchange rates, reflecting disciplined cost
management and our increased focus on improving gross margin consistently. Core operating margin
was up 0.3% to 13.8%, driven by the progress in gross margin, continued savings programmes and lower expenses for restructuring. Advertising and promotional expenses increased by
470 million, at constant exchange rates.
Strong free cash flow generation Free cash flow of
4.3 billion was up by 1.2 billion, driven by higher operating profit and improvement in working capital
management. Consistent management focus has resulted in negative working capital for 13
consecutive quarters with further progress in all its components: inventories, trade receivables and trade payables.
Net capital expenditure of 2.1 billion was in line with last year, at 4.2% of turnover, reflecting
investment in the capacity required for our growing business. |
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28 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
Consolidated income statement
(highlights) for the year ended 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
% change |
|
Turnover ( million) |
|
|
51,324 |
|
|
|
46,467 |
|
|
|
10.5% |
|
Operating profit ( million) |
|
|
6,989 |
|
|
|
6,433 |
|
|
|
9% |
|
Core operating profit* ( million) |
|
|
7,062 |
|
|
|
6,289 |
|
|
|
12% |
|
Profit before tax ( million) |
|
|
6,683 |
|
|
|
6,245 |
|
|
|
7% |
|
Net profit ( million) |
|
|
4,948 |
|
|
|
4,623 |
|
|
|
7% |
|
Diluted earnings per share () |
|
|
1.54 |
|
|
|
1.46 |
|
|
|
5% |
|
Core earnings per share*
() |
|
|
1.57 |
|
|
|
1.41 |
|
|
|
11% |
|
Turnover at 51.3 billion increased 10.5%, including a positive
impact from foreign exchange of 2.2% and acquisitions net of disposals of 1.1%. Underlying sales growth increased to 6.9%, well balanced between volume growth of 3.4% and price contributions of 3.3%. As in the prior year, emerging markets grew
strongly, with underlying sales up 11.4% and now representing 55% of total turnover.
Operating profit was
7.0 billion, compared with 6.4 billion in 2011, up 9%. The increase was driven by higher gross profit and
improved cost discipline. Core operating profit was 7.1 billion, up 12% from 6.3 billion in 2011,
reflecting the additional impact of lower one-off credits within non-core items.
The cost of financing net borrowings was 390 million, 58 million less than in 2011. The average level of net debt increased by 0.7 billion to 8.9 billion, reflecting the full-year impact of financing prior year acquisitions such as
Alberto Culver. The average interest rate was 3.5% on debt and 2.9% on cash deposits. The pensions financing cost was a charge of 7 million, compared to a 71 million credit in 2011.
The effective tax rate was 26.4% compared with 26.5% in 2011.
Net profit from joint ventures and associates, together with other income from non-current investments, contributed 91 million in 2012, compared to 189 million in the prior year. Assets related to businesses sold in
previous years recorded positive adjustments to fair value in 2011, whilst similar but unrelated assets were impaired in 2012.
Fully diluted earnings per share were
1.54, up 5% from 1.46 in the prior year. Higher operating profit was the key driver with lower profits
from business disposals and one-off items, partially offset by higher minority interests and pension costs and a lower contribution from non-current investments. Core earnings per share were
1.57, up 11% from 1.41 in 2011, reflecting the additional impact of lower one-off credits within non-core
items.
Key performance indicators*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Underlying sales growth (%) |
|
|
6.9 |
|
|
|
6.5 |
|
|
|
4.1 |
|
Underlying volume growth (%) |
|
|
3.4 |
|
|
|
1.6 |
|
|
|
5.8 |
|
Core operating margin (%) |
|
|
13.8 |
|
|
|
13.5 |
|
|
|
13.6 |
|
Free cash flow ( million) |
|
|
4,333
|
|
|
|
3,075 |
|
|
|
3,365 |
|
We report our performance against four key financial indicators:
|
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underlying sales growth; |
|
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underlying volume growth; |
|
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core operating margin; and |
The performance of the KPIs is described on page 28, on this page and within the segmental commentaries
on pages 30 to 31. The KPIs are described on pages 34 to 35. The non-financial KPIs are described on pages 6 and 27.
Acquisitions and
disposals
On 30 July 2012 the Group announced a definitive agreement to sell its North America frozen meals business to ConAgra Foods, Inc. for a
total cash consideration of US$265 million. The deal was completed on 19 August 2012. All other acquisitions or disposals during the year were not material.
Further details of acquisitions and disposals during 2011 and 2012 can be found in note 21 on pages 126 and 127.
We have presented some parts of the financial review within other sections of this Annual Report and
Accounts, including the financial statements section. We believe this integrated approach provides a better flow of information and avoids duplication.
* |
Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non-GAAP measures on pages 34 to 35.
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors About Unilever 29 |
FINANCIAL REVIEW 2012 continued
Personal Care
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
%
Change |
|
Turnover ( million) |
|
|
18,097 |
|
|
|
15,471 |
|
|
|
17.0 |
|
Operating profit ( million) |
|
|
2,928 |
|
|
|
2,536 |
|
|
|
15.5 |
|
|
|
|
|
Core operating margin (%) |
|
|
17.1 |
|
|
|
17.6 |
|
|
|
(0.5 |
) |
|
|
|
|
Underlying sales growth (%) |
|
|
10.0 |
|
|
|
8.2 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
6.5 |
|
|
|
4.2 |
|
|
|
|
|
Effect of price changes (%) |
|
|
3.3 |
|
|
|
3.8 |
|
|
|
|
|
Key developments
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Personal Care grew strongly again in 2012, with market outperforming growth spurred by innovation and the rollout of our brands in new markets, complemented by a strong contribution of the recently acquired brands.
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Underlying sales growth of 10.0% was driven by both higher volumes and a positive price contribution. Market shares increased, benefiting from gains in all geographies and strong performance in the haircare, deodorants
and skin cleansing categories. |
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Core operating margin was down 0.5%, reflecting continued investments in building beauty capabilities and infrastructure. |
Refreshment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
%
Change |
|
Turnover ( million) |
|
|
9,726 |
|
|
|
8,804 |
|
|
|
10.5 |
|
Operating profit ( million) |
|
|
911 |
|
|
|
723 |
|
|
|
26.0 |
|
|
|
|
|
Core operating margin (%) |
|
|
9.4 |
|
|
|
7.7 |
|
|
|
1.7 |
|
|
|
|
|
Underlying sales growth (%) |
|
|
6.3 |
|
|
|
4.9 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
2.4 |
|
|
|
1.4 |
|
|
|
|
|
Effect of price changes (%) |
|
|
3.9 |
|
|
|
3.4 |
|
|
|
|
|
Key developments
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Performance in Refreshment improved in growth momentum as well as profitability. Underlying sales growth of 6.3% reflects good contribution from volume growth and from price changes. Core operating margin improved by
1.7%. This was driven by higher gross margin, strong savings programmes and cost discipline. |
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In ice cream, growth momentum was driven by powerful performance in Latin America, Asia, North America and Europe and benefited from innovation behind our global brands such as Magnum, which is now a brand with sales in
excess of 1 billion. |
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In tea, innovation improved growth momentum in particular in emerging markets, such as Russia, Arabia and India.
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Foods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
%
Change |
|
Turnover ( million) |
|
|
14,444 |
|
|
|
13,986 |
|
|
|
3.3 |
|
Operating profit ( million) |
|
|
2,605 |
|
|
|
2,693 |
|
|
|
(3.3 |
) |
|
|
|
|
Core operating margin (%) |
|
|
17.5 |
|
|
|
17.5 |
|
|
|
|
|
|
|
|
|
Underlying sales growth (%) |
|
|
1.8 |
|
|
|
4.9 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
(0.9 |
) |
|
|
(1.2 |
) |
|
|
|
|
Effect of price changes (%) |
|
|
2.7 |
|
|
|
6.2 |
|
|
|
|
|
Key developments
|
|
Underlying sales growth in Foods was 1.8%. Volume growth was slightly negative, continuing to reflect the impact of a contracting spreads market and the price rises we took in 2011 to counter significant increases in
input prices. |
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Growth was supported by the rollout of innovations such as Knorr Jelly Bouillon and Knorr Baking Bags, as well as solid results delivered by our Food Solutions business. |
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|
Core operating margin was flat with lower gross margin, reflecting the impact of higher commodity costs, offset by improved cost discipline and savings delivery. |
Home Care
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
%
Change |
|
Turnover ( million) |
|
|
9,057 |
|
|
|
8,206 |
|
|
|
10.4 |
|
Operating profit ( million) |
|
|
545 |
|
|
|
481 |
|
|
|
13.3 |
|
|
|
|
|
Core operating margin (%) |
|
|
5.9 |
|
|
|
5.4 |
|
|
|
0.5 |
|
|
|
|
|
Underlying sales growth (%) |
|
|
10.3 |
|
|
|
8.1 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
6.2 |
|
|
|
2.2 |
|
|
|
|
|
Effect of price changes (%) |
|
|
3.9 |
|
|
|
5.8 |
|
|
|
|
|
Key developments
|
|
Home Care delivered a strong performance with underlying sales growth of 10.3%, ahead of market growth and balanced between volume growth of 6.2% and price changes contributing 3.9%. |
|
|
We improved value market shares in our laundry business across geographies and in particular in a number of highly competitive markets such as UK, France, China and South Africa on the back of continued innovation and
the rollout of our brands. |
|
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Household care growth was equally supported by the rollout of new and improved products, driving strong growth momentum for our global brands Domestos, Cif and Sunlight. |
|
|
Core operating margin was up by 0.5%, benefiting from successful new business models.
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30 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
Asia/AMET/RUB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
% Change |
|
Turnover ( million) |
|
|
20,357 |
|
|
|
17,723 |
|
|
|
14.9 |
|
Operating profit ( million) |
|
|
2,637 |
|
|
|
2,109 |
|
|
|
25.0 |
|
|
|
|
|
Core operating margin (%) |
|
|
13.1 |
|
|
|
12.0 |
|
|
|
1.1 |
|
|
|
|
|
Underlying sales growth (%) |
|
|
10.6 |
|
|
|
11.2 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
5.7 |
|
|
|
5.0 |
|
|
|
|
|
Effect of price changes (%) |
|
|
4.6 |
|
|
|
5.9 |
|
|
|
|
|
Key developments
|
|
Strong underlying sales growth of 10.6% continued at a similar level as the prior year with an even stronger volume component of 5.7%, despite a higher base and some softness in economic growth in the region. Innovation
and the rollout of our brands into new markets supported the growth momentum, which resulted in double-digit growth in a number of countries, including Indonesia, China, Thailand and India. |
|
|
Gains in value market share were primarily driven by the Personal Care and Home Care categories, on the back of strong sustained momentum in haircare, deodorants and household care. Foods value shares were slightly
down. |
|
|
Core operating margin was up 1.1%, benefiting from improved gross margin and cost discipline. |
The Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
% Change |
|
Turnover ( million) |
|
|
17,088 |
|
|
|
15,251 |
|
|
|
12.0 |
|
Operating profit ( million) |
|
|
2,433 |
|
|
|
2,250 |
|
|
|
8.1 |
|
|
|
|
|
Core operating margin (%) |
|
|
14.2 |
|
|
|
13.9 |
|
|
|
0.3 |
|
|
|
|
|
Underlying sales growth (%) |
|
|
7.9 |
|
|
|
6.3 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
3.1 |
|
|
|
0.4 |
|
|
|
|
|
Effect of price changes (%) |
|
|
4.8 |
|
|
|
5.9 |
|
|
|
|
|
Key developments
|
|
Underlying sales growth of 7.9% was well balanced between volume growth of 3.1% and price contributions of 4.8% and benefited from continued strong growth in Latin America.
|
Double-digit growth in markets such as Brazil and Argentina was driven by continued excellent performance
in Personal Care and Home Care. Value market shares in these categories are up, as are shares in parts of Foods.
|
|
Underlying sales growth in North America improved on the prior year, with positive contributions from volume and price, despite flat market volume growth. Market share gains were driven by strong performance in Personal
Care and they also improved in Foods. |
|
|
Core operating margin increased by 0.3% to 14.2%, benefiting from improved gross margin and better cost control, partly offset by increased advertising and promotions expenditure. |
|
|
Other key developments include the disposal of our remaining frozen foods business in North America. |
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
%
Change |
|
Turnover ( million) |
|
|
13,879 |
|
|
|
13,493 |
|
|
|
2.9 |
|
Operating profit ( million) |
|
|
1,919 |
|
|
|
2,074 |
|
|
|
(7.5 |
) |
|
|
|
|
Core operating margin (%) |
|
|
14.2 |
|
|
|
15.1 |
|
|
|
(0.9 |
) |
|
|
|
|
Underlying sales growth (%) |
|
|
0.8 |
|
|
|
0.7 |
|
|
|
|
|
Underlying volume growth (%) |
|
|
0.9 |
|
|
|
(1.4 |
) |
|
|
|
|
Effect of price changes (%) |
|
|
(0.1 |
) |
|
|
2.1 |
|
|
|
|
|
Key developments
|
|
Market conditions in Europe remained challenging, particularly in Southern Europe. Economic conditions continued to have a negative impact on consumer demand, resulting in negative volume growth and intense competition.
|
|
|
Underlying sales growth of 0.8% was entirely volume driven and benefited from ongoing strong performance in France and the UK while Southern European markets such as Greece and Spain continued to suffer.
|
|
|
In this context, we managed to increase market shares to some extent driven by gains in Personal Care and Home Care. |
|
|
Core operating margin declined by 0.9%. This reflects negative gross margin development on the impact of higher commodity costs and a strong prior year comparator.
|
Unilever Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
million
2012 |
|
|
USG
%
2012 |
|
|
UVG
%
2012 |
|
|
Turnover
million
2011 |
|
|
USG
% 2011 |
|
|
UVG
% 2011 |
|
|
Turnover
million
2010 |
|
|
USG
% 2010 |
|
|
UVG
% 2010 |
|
Unilever Total |
|
|
51,324 |
|
|
|
6.9 |
|
|
|
3.4 |
|
|
|
46,467 |
|
|
|
6.5 |
|
|
|
1.6 |
|
|
|
44,262 |
|
|
|
4.1 |
|
|
|
5.8 |
|
Developed markets |
|
|
22,993 |
|
|
|
1.6 |
|
|
|
0.8 |
|
|
|
21,470 |
|
|
|
0.8 |
|
|
|
(1.6 |
) |
|
|
20,990 |
|
|
|
0.4 |
|
|
|
2.0 |
|
Emerging markets |
|
|
28,331 |
|
|
|
11.4 |
|
|
|
5.7 |
|
|
|
24,997 |
|
|
|
11.5 |
|
|
|
4.4 |
|
|
|
23,272 |
|
|
|
7.9 |
|
|
|
9.7 |
|
|
|
|
Unilever Annual Report and Accounts
2012 |
|
Report of the Directors About
Unilever 31 |
FINANCIAL REVIEW 2012 continued
Balance sheet
|
|
|
|
|
|
|
|
|
|
|
million 2012 |
|
|
million 2011 |
|
Goodwill and intangible assets |
|
|
21,718 |
|
|
|
21,913 |
|
Other non-current assets |
|
|
12,301 |
|
|
|
11,308 |
|
Current assets |
|
|
12,147 |
|
|
|
14,291 |
|
Total assets |
|
|
46,166 |
|
|
|
47,512 |
|
Current liabilities |
|
|
15,815 |
|
|
|
17,929 |
|
Non-current liabilities |
|
|
14,635 |
|
|
|
14,662 |
|
Total liabilities |
|
|
30,450 |
|
|
|
32,591 |
|
Shareholders equity |
|
|
15,159 |
|
|
|
14,293 |
|
Non-controlling interest |
|
|
557 |
|
|
|
628 |
|
Total equity |
|
|
15,716 |
|
|
|
14,921 |
|
Total liabilities and equity |
|
|
46,166 |
|
|
|
47,512 |
|
Non-current assets increased by 0.8 billion, mainly due to an
increase in property, plant and equipment and deferred tax assets offset by lower pension assets for funded schemes in surplus.
Cash and cash equivalents were lower
by 1.0 billion and other financial assets decreased by 1.1 billion as short-term deposits were withdrawn.
Current liabilities were 2.1 billion lower due to a 3.2 billion reduction in other financial liabilities, partially offset by a 0.7 billion increase in trade
payables and other current liabilities and a 0.4 billion increase in current tax liabilities.
Non-current liabilities were broadly in line with the previous year. The overall net liability for all pension arrangements was 3.7 billion at the end of 2012, up from 3.2 billion at the end of 2011. The increase was mainly due to a
decrease in the discount rate, offset to some extent by good investment performance increasing pension assets. Cash expenditure on pensions was 0.7 billion, compared to 0.6 billion in the prior year.
Contractual obligations at
31 December 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
|
|
|
Due |
|
|
|
|
|
|
|
|
Due in |
|
|
|
|
|
|
within |
|
|
Due in |
|
|
Due in |
|
|
over |
|
|
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
5 years |
|
Long-term debt |
|
|
9,920 |
|
|
|
2,539 |
|
|
|
2,521 |
|
|
|
2,076 |
|
|
|
2,784 |
|
Interest on financial liabilities |
|
|
2,839 |
|
|
|
341 |
|
|
|
515 |
|
|
|
380 |
|
|
|
1,603 |
|
Operating lease obligations |
|
|
1,947 |
|
|
|
383 |
|
|
|
588 |
|
|
|
427 |
|
|
|
549 |
|
Purchase obligations(a) |
|
|
354 |
|
|
|
294 |
|
|
|
37 |
|
|
|
11 |
|
|
|
12 |
|
Finance leases |
|
|
350 |
|
|
|
28 |
|
|
|
73 |
|
|
|
46 |
|
|
|
203 |
|
Other long-term commitments |
|
|
1,889 |
|
|
|
865 |
|
|
|
740 |
|
|
|
221 |
|
|
|
63 |
|
Total |
|
|
17,299 |
|
|
|
4,450 |
|
|
|
4,474 |
|
|
|
3,161 |
|
|
|
5,214 |
|
(a) For raw and packaging material and finished goods.
Contractual obligations
Unilevers contractual obligations at the end of 2012 included capital expenditure commitments, borrowings, lease commitments and other commitments. A summary of
certain contractual obligations at 31 December 2012 is provided in the preceding table. Further details are set out in the following notes to the consolidated financial statements: note 10 on pages 107 to 108, note 15C on page 115, and note 20
on pages 125 to 126.
Off-balance sheet arrangements
SIC interpretation 12 Consolidation Special Purpose Entities (SIC 12) requires that entities are considered for consolidation in the financial
statements based on risks and rewards. In line with this, all appropriate entities are included in Unilevers consolidated financial statements. Information concerning guarantees given by the Group is stated in note 16A on page 117.
Finance and liquidity
The Groups financial
strategy provides the financial flexibility to meet strategic and day-to-day needs. Our current long-term credit rating is A+/A1 and our current short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to
be the equivalent of a credit rating of A+/A1 in the long term. This provides us with:
|
|
appropriate access to equity and debt markets; |
|
|
sufficient flexibility for acquisitions; |
|
|
sufficient resilience against economic and financial uncertainty ensuring ample liquidity; and |
|
|
optimal weighted average cost of capital, given the constraints above. |
Unilever aims to concentrate cash in the parent
and central finance companies in order to ensure maximum flexibility in meeting changing business needs. Operating subsidiaries are financed through the mixture of retained earnings, third-party borrowings and loans from parent and central finance
companies. Unilever maintains access to global debt markets through an infrastructure of short-term debt programmes (principally US domestic and euro commercial paper programmes) and long-term debt programmes (principally a US Shelf Registration
programme and a European markets Debt Issuance Programme). Debt in the international markets is, in general, issued in the name of NV, PLC, Unilever Finance International BV or Unilever Capital Corporation. NV, PLC and Unilever United States Inc.
will normally guarantee such debt where they are not the issuer.
In this uncertain environment, we have continued to closely monitor all our exposures and
counterparty limits. We were comfortable with a high cash balance in 2012.
Unilever has committed credit facilities in place for general corporate purposes. The
undrawn committed credit facilities in place on 31 December 2012 were US $6,250 million. Bilateral committed credit facilities totalled US $6,140 million. Bilateral money market commitments totalled US $110 million. Further details are given in
note 16A on page 116.
|
|
|
32 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
On 17 January 2012 we redeemed our Swiss francs 350 million notes. On 2 August 2012 we issued two series of
senior notes:
(a) US $450 million at 0.45% maturing in 2015; and
(b) US $550
million at 0.85% maturing in 2017.
On 14 November 2012 we redeemed our 750 million
five-year bond which was issued in 2007 at 4.625%.
The main source of liquidity continues to be cash generated from operations. Unilever is satisfied that its
financing arrangements are adequate to meet its working capital needs for the foreseeable future.
Treasury
Unilever Treasurys role is to ensure that appropriate financing is available for all value-creating investments. Additionally, Treasury delivers financial services
to allow operating companies to manage their financial transactions and exposures in an efficient, timely and low-cost manner.
Unilever Treasury is governed by
standards approved by the Unilever Leadership Executive. In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely. Reviews are
undertaken periodically by the corporate internal audit function.
The key financial instruments used by Unilever are short-term and long-term borrowings, cash and
cash equivalents, and certain plain vanilla derivative instruments, principally comprising interest rate swaps and foreign exchange contracts. The accounting for derivative instruments is discussed in note 16 on page 116 and on page 120. The use of
leveraged instruments is not permitted.
Unilever Treasury manages a variety of market risks, including the effects of changes in foreign exchange rates, interest
rates and liquidity. Further details of the management of these risks are given in note 16 on pages 116 to 120.
Cash flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million 2012 |
|
|
million 2011 |
|
|
million 2010 |
|
Net cash flow from operating activities |
|
|
6,836 |
|
|
|
5,452 |
|
|
|
5,490 |
|
Net cash flow from/(used in) investing activities |
|
|
(755 |
) |
|
|
(4,467 |
) |
|
|
(1,164 |
) |
Net cash flow from/(used in) financing activities |
|
|
(6,622 |
) |
|
|
411 |
|
|
|
(4,609 |
) |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
(541 |
) |
|
|
1,396 |
|
|
|
(283 |
) |
Cash and cash equivalents at 1 January |
|
|
2,978 |
|
|
|
1,966 |
|
|
|
2,397 |
|
Effect of foreign exchange rate changes |
|
|
(220 |
) |
|
|
(384 |
) |
|
|
(148 |
) |
|
|
|
|
Cash and cash equivalents at 31 December |
|
|
2,217 |
|
|
|
2,978 |
|
|
|
1,966 |
|
Cash and cash equivalents decreased by 0.5 billion
before the impact of exchange rates on year end balances. After recognising changes in exchange rates, cash and cash equivalents in the balance sheet at 31 December 2012 were
0.8 billion lower at 2.2 billion.
Net cash flow from operating activities of 6.8 billion was 1.4 billion higher than 2011. Whilst net capital expenditure and interest were broadly in line with the prior year, the net inflow of acquisitions, disposals and other investing
activities was 1.2 billion compared to an outflow of 2.6 billion in 2011. The movement in financing
activities is due to a repayment of borrowings and lower new debt being issued as compared to the prior year.
At 31 December 2012, the net debt position was 7.4 billion, a decrease of 1.4 billion compared to 2011. The cash inflow from operating activities and
disposals exceeded the outflow from dividends, net capital expenditure, tax, acquisitions and interest.
Market capitalisation and
dividends
Unilever N.V.s and Unilever PLCs combined market capitalisation rose from
73.9 billion at the end of 2011 to 81.9 billion at 31 December 2012.
Information on dividends is set out in note 8 on page 105.
Basis of reporting and critical accounting policies
The accounting policies that are most significant in connection with our financial reporting are set out in note 1 on pages 90 to 91.
|
|
|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors About Unilever 33 |
FINANCIAL REVIEW 2012 continued
Certain discussions and analyses set out in this Annual Report and Accounts include measures which are not defined by generally
accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest
in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies.
In the following sections we set out our definitions of the following non-GAAP measures and provide reconciliations to relevant GAAP measures:
|
|
underlying sales growth; |
|
|
underlying volume growth; |
|
|
core operating profit and core operating margin (including acquisition and disposal related costs, gain/(loss) on disposal of group companies, impairments and other one-off items (non-core items)); |
|
|
core earnings per share (core EPS); |
Underlying sales growth (USG)
USG reflects the change in revenue from continuing operations at constant rates of exchange, excluding the effects of acquisitions and disposals. It is a measure that
provides valuable additional information on the underlying performance of the business. In particular, it presents the organic growth of our business year on year and is used internally as a core measure of sales performance.
The reconciliation of USG to changes in the GAAP measure turnover is as follows:
Total Group
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011 vs 2010 |
|
Underlying sales growth (%) |
|
|
6.9 |
|
|
|
6.5 |
|
Effect of acquisitions (%) |
|
|
1.8 |
|
|
|
2.7 |
|
Effect of disposals (%) |
|
|
(0.7 |
) |
|
|
(1.5 |
) |
Effect of exchange rates (%) |
|
|
2.2 |
|
|
|
(2.5 |
) |
Turnover growth (%) |
|
|
10.5 |
|
|
|
5.0 |
|
Personal Care
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011 vs 2010 |
|
Underlying sales growth (%) |
|
|
10.0 |
|
|
|
8.2 |
|
Effect of acquisitions (%) |
|
|
4.4 |
|
|
|
7.3 |
|
Effect of disposals (%) |
|
|
(0.5 |
) |
|
|
(0.2 |
) |
Effect of exchange rates (%) |
|
|
2.3 |
|
|
|
(2.9 |
) |
Turnover growth (%) |
|
|
17.0 |
|
|
|
12.4 |
|
Foods
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011 vs 2010 |
|
Underlying sales growth (%) |
|
|
1.8 |
|
|
|
4.9 |
|
Effect of acquisitions (%) |
|
|
|
|
|
|
0.2 |
|
Effect of disposals (%) |
|
|
(1.5 |
) |
|
|
(4.3 |
) |
Effect of exchange rates (%) |
|
|
3.0 |
|
|
|
(1.9 |
) |
Turnover growth (%) |
|
|
3.3 |
|
|
|
(1.3 |
) |
Refreshment
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011 vs 2010 |
|
Underlying sales growth (%) |
|
|
6.3 |
|
|
|
4.9 |
|
Effect of acquisitions (%) |
|
|
0.8 |
|
|
|
0.3 |
|
Effect of disposals (%) |
|
|
0.7 |
|
|
|
(0.3 |
) |
Effect of exchange rates (%) |
|
|
2.4 |
|
|
|
(2.5 |
) |
Turnover growth (%) |
|
|
10.5 |
|
|
|
2.3 |
|
Home Care
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011 vs 2010 |
|
Underlying sales growth (%) |
|
|
10.3 |
|
|
|
8.1 |
|
Effect of acquisitions (%) |
|
|
0.6 |
|
|
|
1.3 |
|
Effect of disposals (%) |
|
|
(1.1 |
) |
|
|
0.1 |
|
Effect of exchange rates (%) |
|
|
0.6 |
|
|
|
(3.1 |
) |
Turnover growth (%) |
|
|
10.4 |
|
|
|
6.2 |
|
Underlying volume growth (UVG)
Underlying volume growth is underlying sales growth after eliminating the impact of price changes. The relationship between the two measures is set out below:
|
|
|
|
|
|
|
|
|
|
|
2012 vs 2011 |
|
|
2011
vs 2010 |
|
Underlying volume growth (%) |
|
|
3.4 |
|
|
|
1.6 |
|
Effect of price changes (%) |
|
|
3.3 |
|
|
|
4.8 |
|
Underlying sales growth (%) |
|
|
6.9 |
|
|
|
6.5 |
|
The UVG and price effect for category and geographical area are shown in the tables on pages 30 to 31.
Free cash flow (FCF)
Free cash flow represents
the cash generated from the operation and financing of the business. The movement in FCF measures our progress against the commitment to deliver strong cash flows. FCF is not used as a liquidity measure within Unilever. FCF includes the cash flow
from group operating activities, less income tax paid, net capital expenditure, net interest and preference dividends paid.
|
|
|
34 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
The reconciliation of FCF to net profit is as follows:
|
|
|
|
|
|
|
|
|
|
|
million 2012 |
|
|
million 2011 |
|
Net profit |
|
|
4,948 |
|
|
|
4,623 |
|
Taxation |
|
|
1,735 |
|
|
|
1,622 |
|
Share of net profit of joint ventures/associates and other income from non-current investments |
|
|
(91 |
) |
|
|
(189 |
) |
Net finance costs |
|
|
397 |
|
|
|
377 |
|
Depreciation, amortisation and impairment |
|
|
1,199 |
|
|
|
1,029 |
|
Changes in working capital |
|
|
822 |
|
|
|
(177 |
) |
Pensions and similar provisions less payments |
|
|
(381 |
) |
|
|
(553 |
) |
Provisions less payments |
|
|
(43 |
) |
|
|
9 |
|
Elimination of (profits)/losses on disposals |
|
|
(236 |
) |
|
|
(215 |
) |
Non-cash charge for share-based compensation |
|
|
153 |
|
|
|
105 |
|
Other adjustments |
|
|
13 |
|
|
|
8 |
|
|
|
|
Cash flow from operating activities |
|
|
8,516 |
|
|
|
6,639 |
|
|
|
|
Income tax paid |
|
|
(1,680 |
) |
|
|
(1,187 |
) |
Net capital expenditure |
|
|
(2,143 |
) |
|
|
(1,974 |
) |
Net interest and preference dividends paid |
|
|
(360 |
) |
|
|
(403 |
) |
Free cash flow |
|
|
4,333 |
|
|
|
3,075 |
|
Core operating profit and core operating margin
Core operating profit and core operating margin means operating profit and operating margin, respectively, before the impact of business disposals, acquisition and
disposal related costs, impairments and other one-off items, which we collectively term non-core items, on the grounds that the incidence of these items is uneven between reporting periods.
The reconciliation of core operating profit to operating profit is as follows:
|
|
|
|
|
|
|
|
|
|
|
million 2012 |
|
|
million 2011 |
|
Operating profit |
|
|
6,989 |
|
|
|
6,433 |
|
Acquisition and disposal related cost |
|
|
190 |
|
|
|
234 |
|
(Gain)/loss on disposal of group companies |
|
|
(117 |
) |
|
|
(221 |
) |
Impairments and other one-off items |
|
|
|
|
|
|
(157 |
) |
Core operating profit |
|
|
7,062 |
|
|
|
6,289 |
|
Turnover |
|
|
51,324 |
|
|
|
46,467 |
|
Operating margin |
|
|
13.6 |
% |
|
|
13.8 |
% |
Core operating margin |
|
|
13.8 |
% |
|
|
13.5 |
% |
Further details of non-core items can be found in note 3 on page 94.
Core earnings per share
The Group also refers to
core earnings per share (core EPS). In calculating core earnings, net profit attributable to shareholders equity is adjusted to eliminate the post tax impact of non-core items. Refer to note 7 on page 105 for reconciliation of core earnings to
net profit attributable to shareholders equity.
Net debt
Net debt is defined as the excess of total financial liabilities, excluding trade and other payables, over cash, cash equivalents and current financial assets, excluding
trade and other receivables. It is a measure that provides valuable additional information on the summary presentation of the Groups net financial liabilities and is a measure in common use elsewhere.
The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
million 2012 |
|
|
million 2011 |
|
Total financial liabilities |
|
|
(10,221 |
) |
|
|
(13,718 |
) |
Current financial liabilities |
|
|
(2,656 |
) |
|
|
(5,840 |
) |
Non-current financial liabilities |
|
|
(7,565 |
) |
|
|
(7,878 |
) |
|
|
|
Cash and cash equivalents as per balance sheet
|
|
|
2,465 |
|
|
|
3,484 |
|
Cash and cash equivalents as per cash flow statement |
|
|
2,217 |
|
|
|
2,978 |
|
Add bank overdrafts deducted therein |
|
|
248 |
|
|
|
506 |
|
|
|
|
Current financial assets |
|
|
401 |
|
|
|
1,453 |
|
Net debt |
|
|
(7,355 |
) |
|
|
(8,781 |
) |
|
|
|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors About Unilever 35 |
RISKS
The following discussion of the risk outlook and our principal risk management activities includes forward-looking
statements that reflect Unilevers view of the operating risk environment. The actual results could differ materially from those projected. See the Cautionary statement on the inside back cover.
Outlook
Market conditions for our business were
challenging in 2012 and we do not anticipate this changing significantly in 2013.
Economic pressures are expected to continue. We expect consumer markets to remain
flat to slightly down in developed markets. In emerging markets consumer demand remains robust but there is nonetheless the risk of modest slowdown in key markets such as China, India and Brazil. Currency markets remain volatile and uncertain.
Although we have seen rather more stable conditions in key commodity markets in 2012 we remain watchful for further periods of volatility in 2013. A worsening economic scenario could be triggered by a major Eurozone crisis prompted by countries
leaving the euro or by a break-up of the euro leading to significant contraction in financial markets, followed by a severe recession in Europe and knock-on effects globally. Terrorist activity and political unrest may also result in business
interruptions and a decreased demand for our products.
The competitive environment for our business is likely to remain intense in 2013. Our competitors, both
global and local, will continue to shift resources into emerging markets. We expect continued high levels of competitive challenge to our many category leadership positions. Some of this may be price based, but we also expect strong innovation based
competition. With the improvements we have been making to our business we are well prepared for these challenges.
In a period of significant uncertainty and
downside risk, we believe Unilevers operational and financial flexibility, and speed of response to a fast changing environment are vital assets. We will continue to focus on our long term strategic priority of driving volume growth ahead of
our markets whilst providing a steady improvement in core operating margin and strong cash flow. We are well placed in emerging markets and we expect these markets to continue to drive growth. Our portfolio strategy defines the role of our
categories and our 2013 outlook fully reflects the choices made. This gives us confidence that Unilever is fit to win, whatever the circumstances.
Principal risk factors
Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our
business are identified below. We have also commented on certain mitigating actions that we believe help us to manage these risks. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these
risks occur or are not successfully mitigated, our cashflow, operating results, financial position, business and reputation could be materially adversely affected. In addition risks and uncertainties could cause actual results to vary from those
described below, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation.
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|
|
Description of risk |
|
|
|
What we are doing to manage the risk
|
|
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|
|
Consumer Preference
|
|
|
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|
|
As a branded goods business, Unilevers success depends on the value and relevance of
our brands and products to consumers across the world and on our ability to innovate.
Consumer tastes, preferences and behaviours are constantly changing and Unilevers ability to respond to these changes and to continue to differentiate our brands
and products is vital to our business. We are dependent on creating innovative products that
continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilevers sales or margins could be materially adversely affected. |
|
|
|
We continuously monitor external market trends and collate consumer, customer and shopper
insight in order to develop category and brand strategies. Our Research and Development function
actively searches for ways in which to translate the trends in consumer preference and taste into new technologies for incorporation into future products.
Our innovation management process deploys the necessary tools, technologies and resources to convert category strategies into projects and category plans, develop
products and relevant brand communication and successfully roll out new products to our consumers. |
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|
36 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
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|
Description of risk |
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|
|
What we are doing to manage the risk
|
|
|
|
|
Competition
The activities of our competitors may adversely impact our business.
Unilever operates globally in competitive markets where other local, regional and global companies are targeting the same consumer base.
Our retail customers frequently compete with us through private label offerings.
Industry consolidation amongst our direct competitors and in the retail trade can bring about
significant shifts in the competitive landscape. Increased competition and actions by competitors or customers could lead to downward pressure on prices and/or a decline in Unilevers market share in the affected category, which could adversely
affect Unilevers results and hinder its growth potential. |
|
|
|
Our strategy focuses on
investing in markets and segments which we identify as attractive because we have already built, or are confident that we can build, competitive advantage.
We continue to monitor developments in our markets across the world and to direct our resources accordingly to respond to competitive threats and opportunities. |
|
|
|
|
Portfolio Management
|
|
|
|
|
|
|
|
|
Unilevers strategic investment choices will determine the long-term growth and
profits of our business. Unilevers growth and profitability are determined by our
portfolio of categories, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions then opportunities for growth and improved margin could be missed.
|
|
|
|
Our Compass strategy and our business plans are designed to ensure that resources are
prioritised towards those categories and markets having the greatest long term potential for Unilever.
Our acquisition activity is driven by our portfolio strategy with a clear, defined evaluation process. |
|
|
|
|
Sustainability
|
|
|
|
|
|
|
|
|
The success of our business depends on finding sustainable solutions to support long-term
growth. Unilevers vision to double the size of our business while reducing our
environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilevers activities. We
are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilevers growth
and profit potential and damage our corporate reputation. |
|
|
|
The Unilever Sustainable Living Plan sets clear long-term commitments for health and
well-being, environmental impact and enhancing livelihoods. These are underpinned by specific targets in areas such as sustainable sourcing, water usage, waste generation and disposal and greenhouse gas emissions. These targets are being integrated
into Unilevers day-to-day business operations. The Unilever Sustainable Development Group,
comprising five external specialists in corporate responsibility and sustainability, monitors the execution of this strategy.
Progress towards the Unilever Sustainable Living Plan is monitored by the Unilever Leadership Executive and the Boards.
|
|
|
|
|
Customer Relationships
|
|
|
|
|
|
|
|
|
Successful customer relationships are vital to our business and continued
growth. Maintaining strong relationships with our customers is necessary for our brands to
be well presented to our consumers and available for purchase at all times. The strength of our
customer relationships also affects our ability to obtain pricing and secure favourable trade terms. Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business with the
affected customers and reduce the availability of our products to consumers. |
|
|
|
We build and maintain trading relationships across a broad spectrum of channels ranging from
centrally managed multinational customers through to small traders accessed via distributors in many developing countries.
We develop joint business plans with all our key customers that include detailed investment plans and customer service objectives and we regularly monitor progress.
We have developed capabilities for customer sales and outlet design which enable us to find new ways
to improve customer performance and enhance our customer relationships. |
|
|
|
|
People
|
|
|
|
|
|
|
|
|
A skilled workforce is essential for the continued success of our business.
Our ability to attract, develop and retain the right number of appropriately qualified people is
critical if we are to compete and grow effectively. |
|
|
|
Resource committees have been established and implemented throughout our business. These
committees have responsibility for identifying future skills and capability needs, developing career paths and identifying the key talent and leaders of the future.
We have an integrated management development process which includes regular performance reviews underpinned by a common set of leadership behaviours, skills and
competencies. |
|
|
|
|
|
Unilever Annual Report and Accounts
2012 |
|
Report of the Directors About
Unilever 37 |
RISKS continued
|
|
|
|
|
|
|
|
|
|
|
Description of risk |
|
|
|
What we are doing to manage the risk
|
|
|
|
|
|
|
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|
|
This is especially true in our key emerging markets where there can be a high level of competition for a limited
talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.
|
|
|
|
We have targeted programmes to attract and retain top talent and we actively monitor our
performance in retaining talent within Unilever. |
|
|
|
|
Supply Chain
|
|
|
|
|
|
|
|
|
Our business depends on securing high quality materials, efficient manufacturing and the
timely distribution of products to our customers. Our supply chain network is exposed to
potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The quality and safety of our products are of paramount importance for our brands and our reputation.
Nevertheless, the risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error or equipment failure cannot be fully excluded. Such incidents can impact on
both results and the reputation of our business. The cost of our products can be significantly
affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing. |
|
|
|
We have contingency plans designed to enable us to secure alternative key material supplies at
short notice, to transfer or share production between manufacturing sites and to use substitute materials in our product formulations and recipes.
These contingency plans also extend to an ability to intervene directly to support a key supplier should it for any reason find itself in difficulty or be at risk of
negatively affecting a Unilever product. We have policies and procedures designed to ensure the
health and safety of our employees and the products in our facilities and to deal with major incidents or crises including business continuity and disaster recovery.
Our product quality controls are extensive and are regularly tested to ensure that they are effective. All of our key suppliers are periodically reviewed to ensure they
meet the rigorous quality standards that our products demand. Commodity price risk is actively
managed through forward-buying of traded commodities and other hedging mechanisms. Trends are monitored and modelled regularly and integrated into our forecasting process.
|
|
|
|
|
Systems and Information
|
|
|
|
|
|
|
|
|
Unilevers operations are increasingly dependent on IT systems and the management of
information. We interact electronically with customers, suppliers and consumers in ways
which place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our
results. There is also a threat from unauthorised access and misuse of sensitive information.
Unilevers information systems could be subject to unauthorised access which disrupts Unilevers business and/or leads to loss of assets. |
|
|
|
Hardware that runs and manages core operating data is fully backed up with separate
contingency systems to provide real time back-up operations should they ever be required. We
maintain a global system for the control and reporting of access to our critical IT systems. This is supported by an annual programme of testing of access controls.
We have policies covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. Our employees are
trained to understand these requirements. We have standardised ways of hosting information on our
public web-sites and have systems in place to monitor compliance with appropriate privacy laws and regulations, and with our own policies. |
|
|
|
|
Business Transformation
|
|
|
|
|
|
|
|
|
Successful execution of business transformation projects is key to delivering their
intended business benefits and avoiding disruption to other business activities. Unilever
is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with
third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business. |
|
|
|
All acquisitions, disposals and global restructuring projects are sponsored by a Unilever
Leadership Executive member. Regular progress updates are provided to the Unilever Leadership Executive.
Sound project disciplines are used in all merger, acquisitions, restructuring and outsourcing projects and these projects are resourced by dedicated and appropriately
qualified personnel. The performance of third party outsourced providers is kept under constant review, with potential disruption limited to the time and cost required to instal alternative providers.
Unilever also monitors the volume of change programmes underway in an effort to stagger the impact on
current operations and to ensure minimal disruption. |
|
|
|
|
|
38 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
|
|
|
|
|
|
|
|
|
|
|
Description of risk |
|
|
|
What we are doing to manage the risk
|
|
|
|
|
External economic and political risks, and natural
disasters |
|
|
|
|
|
|
|
|
Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that
may affect the execution of our strategy or the running of our operations. Adverse
economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.
Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2012, more than half of Unilevers turnover came from emerging markets including Brazil,
India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these markets. |
|
|
|
The breadth of Unilevers portfolio and our geographic reach help to mitigate our exposure to any particular localised risk to an
extent. Our flexible business model allows us to adapt our portfolio and respond quickly to develop new offerings that suit consumers and customers changing needs during economic downturns.
We regularly update our forecast of business results and cash flows and, where necessary, rebalance
investment priorities. We have continuity planning designed to deal with crisis management in the
event of political and social events and natural disasters. We believe that many years of
exposure to emerging markets has given us experience operating and developing our business successfully during periods of economic, political or social change. |
|
|
|
|
|
|
|
|
|
Eurozone risk |
|
|
|
|
|
|
|
|
Issues arising out of the debt crisis in Europe could have a material adverse effect on Unilevers business in a number of ways.
Uncertainty, lack of confidence and any further deterioration in the situation could lead to lower
growth and further recession in Europe and elsewhere. Our operations would be affected if
Eurozone countries were to leave the euro. In particular: our European supply chain would face
economic and operational challenges; our customers and suppliers may be adversely affected, leading
to heightened counterparty credit risk; and our investment in the country concerned could be impaired
and may be subject to exchange controls and translation risks going forward. |
|
|
|
Unilever is committed to maintaining its operations in all European countries.
We have conducted scenario planning in respect of a Eurozone break-up, or of countries leaving the
Eurozone, and this has been reviewed by the Boards. We are taking measures designed to minimise
the impact of the potential scenarios whilst continuing to trade as normal, including: developing
contingency plans in respect of our supply chain operations; exercising additional caution with our
counterparty exposures; taking prudent balance sheet measures in relation to high risk countries;
and strengthening our short term liquidity positions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
Unilever is exposed to a variety of external financial risks.
Changes to the relative value of currencies can fluctuate widely and could have a significant impact
on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries.
We are also subject to the imposition of exchange controls by individual countries which could limit
our ability to import materials paid in foreign currency or to remit dividends to the parent company.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
|
|
|
|
Currency exposures are managed within prescribed limits and by the use of forward foreign
exchange contracts. Further, operating companies borrow in local currency except where inhibited by local regulations, lack of local liquidity or local market conditions. We also hedge some of our exposures through the use of foreign currency
borrowing or forward exchange contracts. Our interest rate management approach aims to achieve an
optimal balance between fixed and floating rate interest exposures on expected net debt. We seek
to manage our liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, we have high committed credit facilities for general corporate purposes.
|
|
|
|
|
|
Unilever Annual Report and Accounts
2012 |
|
Report of the Directors About
Unilever 39 |
RISKS continued
|
|
|
|
|
|
|
|
|
|
|
Description of risk |
|
|
|
What we are doing to manage the risk
|
|
|
|
|
|
|
|
|
|
Unilever may face liquidity risk, i.e. difficulty in meeting its obligations, associated with its financial
liabilities. A material and sustained shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and also restrict Unilevers ability to raise funds.
We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark
interest rates could increase the interest cost of our floating rate debt and increase the cost of future borrowings.
In times of financial market volatility, we are also potentially exposed to counterparty risks with banks, suppliers and customers.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are
exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an
adverse impact on profitability and cash flow. |
|
|
|
Group Treasury regularly monitors exposure to our banks, tightening counter party limits where
appropriate. Unilever actively manages its banking exposures on a daily basis. We regularly
assess and monitor counterparty risk in our customers and take appropriate action to manage our exposures.
Our pension investment standards require us to invest across a range of equities, bonds, property, alternative assets and cash such that the failure of any single
investment will not have a material impact on the overall value of assets. The majority of our
assets, including those held in our pooled investment vehicle, Univest, are managed by external fund managers and are regularly monitored by pension trustees and central pensions and investment teams.
Further information on financial instruments and capital and treasury risk management is included in
note 16 on pages 116 to 120. |
|
|
|
|
Ethical
|
|
|
|
|
|
|
|
|
Acting in an ethical manner, consistent with the expectations of customers, consumers and
other stakeholders is essential for the protection of the reputation of Unilever and its brands.
Unilevers brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under
scrutiny both internally and externally. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard,
resulting in damage to Unilevers corporate reputation and business results. |
|
|
|
Our Code of Business Principles (the Code) and our Code Policies govern the
behaviour of our employees, suppliers, distributors and other third parties who work with us. Our
processes for identifying and resolving cases of unethical practice are clearly defined and regularly communicated throughout Unilever. Data relating to instances of unethical practice is reviewed by the Unilever Leadership Executive and by relevant
Board committees and helps to determine the allocation of resources for future policy development, training and awareness initiatives. |
|
|
|
|
Legal, Regulatory and Other
|
|
|
|
|
|
|
|
|
Compliance with laws and regulations is an essential part of Unilevers business
operations. Unilever is subject to local, regional and global laws and regulations in such
diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions
leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business.
Unilever is also exposed to varying degrees of risk and uncertainty related to other factors including environmental, political, social and fiscal risks. All these risks
could materially affect Unilevers business. There may be other risks which are unknown to Unilever or which are currently believed to be immaterial. |
|
|
|
The Code of Business Principles sets out our commitment to complying with the laws and
regulations of the countries in which we operate. In specialist areas the relevant teams at global, regional or local level are responsible for setting detailed standards and ensuring that all employees are aware of and comply with regulations and
laws specific and relevant to their roles. Our legal specialists are heavily involved in
monitoring and reviewing our practices to provide reasonable assurance that we remain aware of and in line with all relevant laws and legal obligations.
Various mitigating processes exist within Unilever operating systems that are designed to help mitigate other areas of risk including terrorism, fiscal and other forms of
regulatory change or economic instability. |
|
|
|
|
|
40 Report of the Directors About Unilever |
|
Unilever Annual Report and Accounts 2012 |
Our Risk Appetite and Approach to Risk Management
Risk management is integral to Unilevers strategy and to the achievement of Unilevers long-term goals. Our success as an organisation depends on our ability
to identify and exploit the opportunities generated by our business and the markets we are in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the leadership team agenda, which
is where we believe it should be.
Unilever adopts a risk profile that is aligned to our vision to double the size of our business while reducing our environmental
footprint and increasing our positive social impact. Our available capital and other resources are applied to underpin our priorities. We aim to maintain a strong single A credit rating on a long term basis, reflecting the strength of our balance
sheet and cash flows.
Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks
facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Unilevers senior management including, where appropriate, the Chief Executive Officer and Chief Financial Officer.
Organisation
The Unilever Boards assume
overall accountability for the management of risk and for reviewing the effectiveness of Unilevers risk management and internal control systems.
The Boards
have established a clear organisational structure with well defined accountabilities for the principal risks that Unilever faces in the short, medium and longer term. This organisational structure and distribution of accountabilities and
responsibilities ensures that every country in which we operate has specific resources and processes for risk review and risk mitigation. This is supported by the Unilever Leadership Executive, which takes an active responsibility for focusing on
the principal areas of risk to Unilever. The Boards regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks
that Unilever is prepared to take to achieve its strategic objectives.
Foundation and Principles
Unilevers approach to doing business is framed by our Corporate Purpose. Our Code of Business Principles sets out the standards of behaviour that we expect all
employees to adhere to. Day-to-day responsibility for ensuring these principles are applied throughout Unilever rests with senior management across categories, geographies and functions. A network of Code Officers and Committees supports the
activities necessary to communicate the Code, deliver training, maintain processes and procedures (including hotlines) to report and respond to alleged breaches, and to capture and communicate learnings.
We have a framework of Code Policies that underpin the Code and set out the non-negotiable standards of behaviour expected from all our employees.
Unilevers functional standards define mandatory requirements across a range of specialist areas such as health and safety, accounting and reporting and financial
risk management.
Processes
Unilever operates a wide range of processes and activities across all its operations covering strategy, planning, execution and performance management. Risk management is
integrated into every stage of this business cycle. These procedures are formalised and documented and are increasingly being centralised and automated into transactional and other information technology systems.
Assurance and Re-Assurance
Assurance on
compliance with the Code of Business Principles and all of our Code Policies is obtained annually from Unilever management via a formal Code declaration. In addition, there are specialist compliance programmes which run during the year and vary
depending on the business priorities. These specialist compliance programmes supplement the Code declaration. Our Corporate Audit function plays a vital role in providing to both management and the Boards an objective and independent review of the
effectiveness of risk management and internal control systems throughout Unilever.
Boards assessment of compliance with the Risk
Management frameworks
The Boards, advised by the Committees where appropriate, regularly review the significant risks and decisions that could have a
material impact on Unilever. These reviews consider the boundaries to the risks that Unilever is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.
The Boards, through the Audit Committee, have reviewed the assessment of risks, internal controls and disclosure controls and procedures in operation within Unilever.
They have also considered the effectiveness of any remedial actions taken for the year covered by this document and up to the date of its approval by the Boards.
Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 56 and 57.
Further statements on compliance with the specific risk management and control requirements in the Dutch Corporate Governance Code, the UK Corporate Governance Code, the
US Securities Exchange Act (1934) and the Sarbanes-Oxley (2002) Act can be found on pages 52 to 54.
|
|
|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors About Unilever 41 |
BIOGRAPHIES
|
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Michael Treschow |
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Kees Storm |
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Paul Polman |
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Jean-Marc Huët |
Chairman |
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Vice-Chairman and Senior Independent |
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Chief Executive Officer |
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Chief Financial Officer |
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Director |
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Executive Director |
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Executive Director |
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Nationality Swedish Age 69 |
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Nationality Dutch Age 70 |
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Nationality Dutch Age 56 |
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Nationality Dutch Age 43 |
Appointed Chairman May 2007 |
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Appointed May 2006 |
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Appointed CEO January 2009 |
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Appointed CFO February 2010 |
Committee membership: Nominating |
|
Committee membership: |
|
Appointed Director October 2008 |
|
Appointed Director May 2010 |
& Corporate Governance, Compensation |
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Audit, Nominating & Corporate |
|
Key areas of prior experience: |
|
Key areas of prior experience: |
& Management Resources |
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Governance, Compensation |
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Finance, consumer, sales/marketing |
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Finance, consumer |
Key areas of prior experience: |
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& Management Resources |
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Current external appointments: |
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Current external appointments: |
Consumer, science & technology |
|
Key areas of prior experience: Finance |
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Non-executive director, The Dow |
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Non-executive director, Delta |
Current external appointments: |
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Current external appointments: |
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Chemical Company. President, |
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Topco Limited |
Non-executive director, ABB Group. Chairman, Dometic group. |
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Chairman, supervisory board, and audit |
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Kilimanjaro Blind Trust. Vice-chairman, |
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Previous relevant experience: |
Board member, Knut and Alice |
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committee member, KLM Royal Dutch |
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executive committee, World Business |
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Executive vice president and chief |
Wallenberg Foundation. Member of the |
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Airlines N.V. Member, supervisory |
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Council for Sustainable Development |
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financial officer, Bristol-Myers Squibb |
European Advisory, Eli Lilly and Company |
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board, AEGON N.V. Chairman and audit |
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Previous relevant experience: |
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Company 2008-2009. Non-executive |
Previous relevant experience: |
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committee member, Anheuser-Busch |
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Procter & Gamble Co. 1979-2001, group |
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director, Mead Johnson Nutrition 2009. |
Chairman, Telefonaktiebolaget L M |
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InBev S.A. Board member and audit |
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president Europe and officer, Procter & |
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Chief financial officer, Royal Numico |
Ericsson 2002-2011. Chairman, AB |
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committee member, Baxter |
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Gamble Co. 2001-2006. Chief financial |
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NV 2003-2007. Investment Banking, |
Electrolux 2004-2007, Confederation |
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International, Inc. Vice-chairman, |
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officer, Nestlé S.A. 2006-2008. Director, |
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Goldman Sachs International 1993-2003. |
of Swedish Enterprise 2004-2007. CEO, |
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supervisory board, Pon Holdings B.V. |
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Alcon Inc 2006-2008. Executive vice |
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Clement Trading 1991-1993 |
AB Electrolux 1997-2002, Atlas Copco |
|
Previous relevant experience: |
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president and zone director for the |
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1991-1997 |
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Chairman, executive board, AEGON |
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Americas 2008 |
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N.V. 1993-2002 |
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Louise Fresco |
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Ann Fudge |
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Charles E Golden |
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Byron E Grote |
Non-Executive Director |
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Non-Executive Director |
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Non-Executive Director |
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Non-Executive Director |
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Nationality Dutch Age 61 |
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Nationality American Age 61 |
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Nationality American Age 66 |
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Nationality American/British Age 64 |
Appointed May 2009 |
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Appointed May 2009 |
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Appointed May 2006 |
|
Appointed May 2006 |
Committee membership: |
|
Committee membership: Nominating |
|
Committee membership: Audit |
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Committee membership: |
Corporate Responsibility |
|
& Corporate Governance, Compensation |
|
Key areas of prior experience:
Finance |
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Audit (Chairman) |
Key areas of prior experience: |
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& Management Resources |
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Current external appointments: |
|
Key areas of prior experience:
Finance |
Science/technology, academia |
|
Key areas of prior experience: |
|
Non-executive director Indiana |
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Current external appointments: |
Current external appointments: |
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Consumer, sales/marketing |
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University Health, Hill-Rom Holdings, |
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Executive vice president, Corporate |
Professor of international |
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Current external appointments: |
|
Eaton Corporation and the Lilly |
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Business Activities, BP p.l.c. |
development and sustainability |
|
Non-executive director, Infosys, |
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Endowment. Member of finance |
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Previous relevant experience:
Chief |
at the University of Amsterdam. |
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Novartis AG, General Electric Co. |
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committee, Indianapolis Museum |
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financial officer, BP p.l.c. 2002-2011. |
Supervisory director, RABO Bank. |
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Chairman, US Programs Advisory |
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of Art |
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Member, UK Business Government |
Member, Social and Economic |
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Panel of Gates Foundation. Honorary |
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Previous relevant experience: |
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Forum on Tax and Globalisation 2008- |
Council of the Netherlands (SER) |
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director of Catalyst. Member, Foreign |
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Executive vice-president, chief |
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2010. Vice-chairman, UK Governments |
Previous relevant experience:
Director |
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Affairs Policy Board, U.S. State |
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financial officer and director, |
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Public Services Productivity Panel |
of research (1997-1999) and assistant |
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Department. Member, finance |
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Eli Lilly and Company 1996-2006 |
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1998-2000 |
director-general for agriculture (2000- |
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committee of Harvard University |
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2006), the Agriculture Department |
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Previous relevant experience: |
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of the UNs Food and Agriculture |
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Non-executive director, Buzzient Inc. |
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Organisation (FAO), president of the |
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2010-2013. Chairman & CEO, Young & |
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Advisory Council, Research on Nature |
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Rubicam 2003-2006. Various positions |
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and Environment, vice-chair, Council |
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at General Mills 1977-1986, Kraft General |
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of the United Nations University |
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Foods 1986-2001 |
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Sunil Bharti Mittal |
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Hixonia Nyasulu |
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Sir Malcolm Rifkind |
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Paul Walsh |
Non-Executive Director |
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Non-Executive Director |
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Non-Executive Director |
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Non-Executive Director |
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Nationality Indian Age 55 |
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Nationality South African Age 58 |
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Nationality British Age 66 |
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Nationality British Age 57 |
Appointed May 2011 |
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Appointed May 2007 |
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Appointed May 2010 |
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Appointed May 2009 |
Committee membership: None |
|
Committee membership: |
|
Committee membership: Corporate |
|
Committee membership:
Nominating |
Key areas of prior experience: |
|
Corporate Responsibility |
|
Responsibility (Chairman) |
|
& Corporate Governance (Chairman), |
Science/technology, sales/marketing |
|
Key areas of prior experience: |
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Key areas of prior experience: |
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Compensation & Management |
Current external appointments: |
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Sales/marketing |
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Government, legal and |
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Resources (Chairman) |
Founder, chairman and group CEO, |
|
Current external appointments: |
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regulatory affairs |
|
Key areas of prior experience:
Finance, |
Bharti Enterprises. Prime Ministers |
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Director, Barloworld Ltd. |
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Current external appointments: |
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consumer, sales/marketing |
Council on Trade & Industry (India). |
|
Member, advisory board of |
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Non-executive director, Adam |
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Current external appointments: |
Member, Board of SoftBank, Carnegie |
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JP Morgan S.A. Beneficiary, |
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Smith International and Continental |
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Chief executive officer and director, |
Endowment, International |
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Sequel Property Investments |
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Farmers Group plc |
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Diageo PLC. Non-executive director, |
Telecommunication Union, Harvard |
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Previous relevant experience: |
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Previous relevant experience: |
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FedEx Corporation Inc. and Avanti |
Universitys Global Advisory Council, |
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Chairman, Sasol Ltd, Ithala |
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A Queens Counsel. Served in |
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Communications Group PLC. |
Harvard Business Schools Deans |
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Development Finance Corporation. |
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Cabinets of Margaret Thatcher |
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Ambassador, Business Ambassador |
Advisory Board. Commissioner of |
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Deputy chairman, Nedbank Limited. |
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and John Major, last position |
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Network, adviser to the Department of |
Broadband Commission at ITU. |
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Non-executive director, AVI Ltd |
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being that of Foreign Secretary |
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Energy and Climate Change. Member, |
Previous relevant experience: |
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International Business Leaders Forum. |
Non-executive director, Standard |
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Previous relevant experience: |
Chartered Bank PLC; president, |
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Chief operating officer, Diageo plc |
Confederation of Indian Industry |
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2000. CEO, The Pilsbury Company. |
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Non-executive director, Centrica plc |
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42 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
For Paul Polman and Jean-Marc Huët see page 42
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Doug Baillie |
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Professor Geneviève Berger |
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David Blanchard |
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Kevin Havelock |
Chief HR Officer |
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Chief Science Officer |
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Chief Category R&D Officer |
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Refreshment |
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Nationality British Age 57 |
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Nationality French Age 58 |
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Nationality British Age 48 |
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Nationality British Age 55 |
Appointed Chief HR Officer in |
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Appointed to ULE July 2008 |
|
Appointed to ULE February 2013. |
|
Appointed to ULE November 2011. |
February 2011 |
|
Previous posts include: Non-executive |
|
Joined Unilever 1986 |
|
Joined Unilever 1985 |
Appointed to ULE as President |
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director, Smith & Nephew plc 2010- |
|
Previous Unilever posts include: |
|
Previous Unilever posts include: |
of Western Europe in May 2008. |
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2012. Chairman of the Health Advisory |
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Senior Vice President for Unilever |
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Chairman, Unilever Arabia and |
Joined Unilever 1978 |
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Board for the European Commission; |
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Research & Development. Chairman |
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President Unilever USA |
Previous Unilever posts include: |
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Professor at the University of Paris |
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of Unilever Canada Inc. SVP Marketing |
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CEO Hindustan Unilever Limited; |
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and La Pitié-Salpêtriére Teaching |
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Operations Foods America. VP R&D |
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Group-Vice President South Asia 2006; |
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Hospital; and director general of |
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for Global Dressings. Director of |
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Group Vice-President Africa, Middle |
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the French Centre National de la |
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Product Development for Margarine |
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East & Turkey 2005; President Africa |
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Recherche Scientifique |
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and Spreads |
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Regional Group 2004; National Manager |
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Current external appointments: |
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Unilever South Africa 2000 |
|
Non-executive director, |
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Current external appointments: |
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AstraZeneca PLC |
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Board member, Synergos |
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Alan Jope |
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Kees Kruythoff |
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Dave Lewis |
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Harish Manwani |
North Asia |
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North America |
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Personal Care |
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Chief Operating Officer |
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Nationality British Age 48 |
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Nationality Dutch Age 44 |
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Nationality British Age 47 |
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Nationality Indian Age 59 |
Appointed to ULE November 2011. |
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Appointed to ULE November 2011. |
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Appointed to ULE May 2010. |
|
Appointed Chief Operating Officer in |
Joined Unilever 1985 |
|
Joined Unilever 1993 |
|
Joined Unilever 1987 |
|
September 2011 |
Previous Unilever posts include: |
|
Previous Unilever posts include: |
|
Previous Unilever posts include: |
|
Appointed to ULE April 2005 as |
Chairman of Unilever Greater China; |
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Executive vice president Brazil 2008; |
|
President, Americas; Chairman, |
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President Asia Africa. Joined Unilever |
Global Category Leader for SCC and |
|
Chairman of Unilever Foods South |
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Unilever UK and Ireland; Managing |
|
1976. Non-Executive Chairman, |
Dressings; Chief operating officer and |
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Africa 2004; and a member of the board |
|
Director, UK home and personal care |
|
Hindustan Unilever |
subsequently president of Unilevers |
|
of Unilever Bestfoods Asia 2002 |
|
business; Senior Vice President for |
|
Previous Unilever posts include: |
combined Home and Personal Care |
|
Current external appointments: |
|
Home and Personal Care, Central and |
|
President Asia, Africa, Central & Eastern |
business in North America; and vice |
|
Member of the Worldwide board of |
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Eastern Europe; Managing Director and |
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Europe 2008; and Group President, Home |
president, Personal Care Thailand |
|
directors, Enactus; Board member, USA |
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innovation leader, Indonesia/South East |
|
and Personal Care, North America 2004 |
Current external appointments: |
|
Grocery Manufacturing Association. |
|
Asia; Marketing Director and innovation |
|
Current external appointments: |
Member of the advisory board for |
|
|
|
leader, Homecare South America |
|
Member of executive board, Indian School |
China, Enactus |
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|
Current external appointments: Non- |
|
of Business; non-executive director, |
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executive director, British Sky |
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Whirlpool Corporation; board member, |
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Broadcasting Group PLC |
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Singapore Economic Development |
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Board; board member, The Human |
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Capital Leadership Institute |
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Antoine de Saint-Affrique |
|
Pier Luigi Sigismondi |
|
Ritva Sotamaa |
|
Keith Weed |
Foods |
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Chief Supply Chain Officer |
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Chief Legal Officer |
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Chief Marketing and
Communication Officer |
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Nationality French Age 48 |
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Nationality Italian Age 47 |
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Nationality Finnish Age 49 |
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Nationality British Age 51 |
Appointed to ULE November 2011. |
|
Appointed to ULE September 2009 |
|
Appointed to ULE February 2013 |
|
Appointed to ULE April 2010. |
First joined Unilever 1989 until 1997; |
|
Previous posts include: Nestlé S.A. |
|
Previous posts include: General |
|
Joined Unilever 1983 |
re-joined Unilever 2000 |
|
in 2002. Moved to Nestlé Mexico in 2005 |
|
Counsel for Siemens AG Siemens |
|
Previous Unilever posts include: |
Previous Unilever posts include: |
|
as Vice-President of Operations and |
|
Healthcare; various posts at General |
|
Executive Vice President for Global |
Executive Vice President Skin category; |
|
R&D. Prior to Nestlé S.A. he was Vice |
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Electric - GE Healthcare (the most recent |
|
Home Care & Hygiene; Chairman of |
Executive Vice President Unilever Central |
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President of Operations for A T Kearney |
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being General Counsel, GE Healthcare |
|
Lever Fabergé; SVP Hair and Oral Care |
& Eastern Europe. Vice President |
|
Current external appointments: Board |
|
Systems); General Counsel, |
|
Current external appointments:
Non- |
Marketing for Liebig Maille Amora, |
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member, GS1 |
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Instrumentarium Corporation |
|
executive director, Sun Products |
Danone Group/PAI 1997-2000 |
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|
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Corporation; board member, Business |
Current external appointments:
French |
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in the Community International Board, |
State Foreign Trade Adviser, Comité |
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|
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World Economic Forum Consumer |
National des Conseillers du Commerce |
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Industry Board |
Extérieur de la France; non-executive |
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director, Essilor International |
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Jan Zijderveld |
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Europe |
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Nationality Dutch Age 48 |
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Appointed to ULE February 2011. |
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Joined Unilever 1988 |
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Previous Unilever posts include: |
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Executive Vice President South East Asia |
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and Australasia; Chairman of Unilever |
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Middle East North Africa; Chairman of |
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Nordic ice cream business; Marketing |
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Director Italy; European Olive Oil |
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Category Director; and General Manager |
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Sauces and Dressings Europe |
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Current external appointments: |
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Board member, AIM, FoodDrinkEurope, |
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Pepsi/Unilever Lipton JV; board member |
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and co-chair, ECR Europe (Efficient |
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Consumer Response); member, Groupe |
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dOuchy; member, Dutch Advisory |
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Council, INSEAD |
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Unilever Annual Report and Accounts 2012 |
|
Report of the Directors Governance 43 |
CORPORATE GOVERNANCE
Dear shareholders,
At Unilever we believe that
good corporate governance is integral to the structures and processes that the Boards have put in place to inform, advise, manage and supervise the activities of the Group toward the achievement of its strategic objectives.
Unilever constantly monitors developments and trends in corporate governance. We are subject to various jurisdictional requirements, the most relevant being those in the
Netherlands, UK and US, and therefore we conduct our operations in accordance with internationally accepted principles of good corporate governance and best practices, ensuring compliance with the highest of each of those standards.
2012 has been another dynamic year for corporate governance, with the release of many government and regulatory consultations, a number of which Unilever has responded
to. The most important of these being the UK Financial Reporting Council (FRC) publishing the updated UK Corporate Governance Code, including Guidance on Audit Committees (September 2012) and updates to the FRCs Stewardship Code, the future of
narrative reporting and various consultations by the Dutch Corporate Governance Code Monitoring Committee. Each of the Committee Chairmen has reported on the highlights and activities in 2012, and priorities for 2013, and for the Compensation and
Management Resources Committee (formerly the Remuneration Committee) in particular, the statutory and regulatory requirements for the reporting of directors remuneration, which has been the subject of widespread debate this year.
As Chairman, I recognise that effective Boards are central to Unilevers ongoing success and my leadership of the Boards plays a significant role. The following
governance report includes descriptions of Unilevers corporate governance structures and procedures, along with an explanation of the work of the Boards and how they have applied the principles of leadership, effectiveness, accountability,
remuneration, and relations with shareholders within the Dutch, UK and US Corporate Governance Codes. Our corporate governance framework and practice described in the following pages include each of the sections contained within the applicable
Corporate Governance Codes, to provide an understanding of how we apply the main principles.
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|
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Succession planning resulting in three new Non-Executive Director candidates proposed for election at the 2013 AGMs, to broaden the diversity and knowledge base of the Boards |
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|
|
2012 internal Board evaluation concluded that the Boards continue to operate effectively |
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|
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International locations for Board meetings, providing Directors with a greater understanding of local businesses and their customers |
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|
|
Continued engagement with shareholders and stakeholders |
|
|
|
Consideration of changes to Dutch and UK Corporate Governance Codes |
Unilever conducts its operations in accordance with internationally accepted principles of good corporate governance and best practice, aiming to achieve compliance with the highest of each of those standards.
|
|
|
Michael Treschow
Chairman |
|
|
Effectiveness
The effectiveness of Unilevers Boards is assessed primarily by an annual Board evaluation process. During the year I met with De Leeuw Management, the external
consultancy engaged to perform the 2011 Board evaluation, to follow up on the recommendations made, and I am pleased to say that it is agreed that the Boards continue to make satisfactory progress, details of which can be found under Ongoing
Evaluation on pages 47 and 48. In 2012, our internal evaluation concluded that the Boards continued to operate proficiently. Comments made by Directors in the evaluations were discussed by the Boards to address any issues or areas for
improvement. Following the 2012 evaluation process, I am pleased to confirm that each of the Directors performance and contribution continues to be effective and the Boards will be nominating each of them for re-election at the 2013 AGMs.
Diversity
This year diversity at Board level has
continued to be a key topic of governance for companies within the EU and remains high on the agenda of Unilevers Boards and the Nominating and Corporate Governance Committee (formerly the Nomination Committee). We have long understood the
importance of diversity within our workforce because of the wide range of consumers we connect with globally. This goes right through our organisation, starting with the Boards. Looking at gender diversity, we currently have three female Board
members, and, in addition, two female Non-Executive Directors are being nominated by the Boards for election at the 2013 AGMs. However, Unilever feels that gender is only one part of diversity and Unilever Directors will continue to be selected on
the basis of their wide-ranging experience, backgrounds, skills, knowledge and insight. The Nominating and Corporate Governance Committee reviews Unilevers Diversity Policy on an annual basis. Our current Board members represent six
nationalities, all of which bring with them experience from a wide range of international business, professional and public office backgrounds.
|
|
|
44 Report of the Directors Governance |
|
Unilever Annual Report and Accounts 2012 |
Changes to the Boards
The current Directors, with their biographies, are shown on page 42. Sunil Bharti Mittal will not offer himself for re-election at the 2013 AGMs. During 2012 the
Nominating and Corporate Governance Committee engaged the services of an executive search agency to assist with Non-Executive Director succession planning. Russell Reynolds Associates, who also assist in the recruitment of senior executives as
appropriate, employed a rigorous search process, by firstly gaining a thorough understanding of the strategic goals of Unilever, the specific leadership roles and competencies needed to meet those goals, and the culture of our organisation, in which
to identify potential candidates. As a result of this, it is the Boards intention to nominate Laura Cha, Mary Ma and John Rishton for election to the Boards as Non-Executive Directors at the 2013 AGMs. They are all distinguished in their
respective fields and will bring additional expertise to the Boards. In particular, they will all bring knowledge and an understanding of emerging markets, a prime driver of Unilevers growth, and further strengthen the financial expertise of
the Boards. With three Non-Executive Directors due to reach Unilevers usual nine-year maximum tenure in 2015, we felt it prudent to appoint Non-Executive Directors at this time to enable them to become familiar with the operations and
governance of the business in the meantime. The Boards believe that the increase in the size of the Boards for this reason will improve its effectiveness. I am sure together the three Non-Executive Director candidates, if appointed at the 2013 AGMs,
will add considerably to the business. The 2013 AGM Notices will be available on our website at www.unilever.com/agm from 2 April 2013. The three
Non-Executive Director candidates will participate in a tailored induction programme and join the ongoing training programme in which all Directors participate.
Board Committees
In 2012 the Boards reviewed the
names of the Board Committees in light of governance requirements and general practice in the Netherlands, UK and US, and with effect from 1 January 2013 the Committees are: the Audit Committee (no change), Compensation and Management Resources
Committee, the Corporate Responsibility Committee and the Nominating and Corporate Governance Committee.
Annual General Meetings
This year we held the AGMs of NV and PLC on the same day. The Chief Executive Officer and I attended both meetings in person, with half the Board members present
attending in person in Rotterdam and the other half in person in London and a satellite link between the two venues to facilitate Directors attendance at both meetings. Following the introduction of this successful format in 2012 we have
decided to follow the same format for the 2013 AGMs, further details of which are contained in the 2013 Chairmans Letter and Notices of Annual General Meetings. At the 2012 AGMs all resolutions were passed with votes ranging between 98.74% and
99.98% for NV and votes ranging between 89.01% and 99.94% for PLC.
Shareholder and Stakeholder Engagement
Unilever values open, constructive and effective communication with our shareholders. During 2012 I met with a number of investors and industry representatives to answer
their questions and to gain a better understanding of their policies on governance and voting. We expect and welcome further engagement with our institutional investors. My dialogue with investors this year has taken the form of corporate governance
issues engagements, attending investor events, together with engagement with major investors on a number of occasions, and a meeting with the Foundation Unilever NV Trust Office. The AGMs are also a great opportunity for myself and the rest of the
Board to engage with shareholders. We provide a great deal of information on our website that aims to answer any queries about the Group and shareholders are also invited to write to me at any time should they have a matter they wish to discuss.
Michael Treschow
Chairman
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors Governance 45 |
CORPORATE GOVERNANCE continued
About Unilever
Since 1930 when the Unilever Group was formed, NV and PLC, together with their group companies, have operated as nearly as practicable as a single economic entity. This
is achieved by a series of agreements between NV and PLC (the Foundation Agreements, further described on page 52), together with special provisions in the Articles of Association of NV and PLC.
However, NV and PLC remain separate legal entities with different shareholder constituencies and separate stock exchange listings. Shareholders cannot convert or
exchange the shares of one for the shares of the other.
NV and PLC have the same Directors, adopt the same accounting principles and pay dividends to their
respective shareholders on an equalised basis. NV and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV
and PLC as their respective consolidated accounts.
Unilever is subject to various corporate governance requirements and best practice codes, the most relevant being
those in the Netherlands, the UK and the US. As stated in our Code of Business Principles, Unilever will conduct its operations in accordance with internationally accepted principles of good corporate governance. It is therefore
Unilevers practice to comply where practicable with the best practice represented by the aggregate of these best practice codes.
NV and PLC are holding and
service companies, and the business activity of Unilever is carried out by their subsidiaries around the world. Shares in Group companies may ultimately be held wholly by either NV or PLC or by the two companies in varying proportions.
The Boards
It has always been a requirement of
Unilever that the same people be on the Boards of the two parent companies. This guarantees that all matters are considered by the Boards as a single intellect, reaching the same conclusions on the same set of facts save where specific local factors
apply. It is essential that in reaching the same decisions the NV and PLC Boards identify and resolve any potential conflicts of interest between NV and PLC.
The
Boards are one-tier boards, comprising Executive Directors and, in a majority, Non-Executive Directors. The Boards have ultimate responsibility for the management, general affairs, direction, performance and long-term success of our business as a
whole. The responsibility of the Directors is collective, taking into account their respective roles as Executive Directors and Non-Executive Directors.
The Boards
have, with the exception of certain matters which are reserved for them, delegated the operational running of the Group to the Chief Executive Officer. The Chief Executive Officer is responsible to the Boards and is able to sub-delegate any of his
powers and discretions. Matters reserved for the Boards include structural and constitutional matters, corporate governance, approval of dividends, approval of overall strategy for the Group and approval of significant transactions or arrangements
in relation to mergers, acquisitions, joint ventures and disposals, capital expenditure, contracts, litigation, financing and pensions.
The Boards have also established committees whose actions are regularly reported to and
monitored by the Boards, and these are described on page 50. Further details of how our Boards effectively operate as one Board, govern themselves and delegate their authorities, are set out in the document entitled The Governance of
Unilever, which can be found at
www.unilever.com/investorrelations/corp_governance
Board meetings
A minimum of five face-to-face meetings is planned throughout the calendar year to consider, for example, the half-year
and full-year results statements of the Group and the Annual Report and Accounts. Other Board meetings and telephone conferences are held to discuss matters that arise as well as Group strategic issues. The Non-Executive Directors meet independently
to consider agenda items set by them, usually four or five times a year. The Chairman, or in his absence the Vice-Chairman/Senior Independent Director, presides over such meetings.
During the year the Boards will consider important corporate events and actions, such as:
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oversight of the performance of the business; |
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review of risks and controls; |
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authorisation of major transactions; |
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declaration of dividends; |
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convening of shareholders meetings; |
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nominations for Board appointments; |
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approval of Directors remuneration policy; |
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review of the functioning of the Boards and their Committees; and |
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review of corporate responsibility and sustainability, in particular the Unilever Sustainable Living Plan. |
Our risk
management approach and associated systems of internal control are of utmost importance to the Boards and are described further on pages 36 to 41.
Attendance
The following table shows the attendance of Directors at Board meetings for the year ended 31 December 2012. If
Directors are unable to attend a Board meeting they have the opportunity beforehand to discuss any agenda items with the Chairman. Attendance is expressed as the number of meetings attended out of the number eligible to attend. In 2012 we brought
forward our financial reporting timetable which required us to reschedule a number of Board meetings in 2012. As a consequence, certain Non-Executive Directors were unable to attend these rescheduled Board meetings.
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Main Board |
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Michael Treschow(a) |
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9/9 |
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Kees Storm |
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9/9 |
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Paul Polman(b) |
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9/9 |
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Jean-Marc Huët(b) |
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9/9 |
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Louise Fresco |
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9/9 |
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Ann Fudge |
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8/9 |
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Charles Golden |
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7/9 |
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Byron Grote |
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9/9 |
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Sunil B Mittal |
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6/9 |
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Hixonia Nyasulu |
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9/9 |
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Sir Malcolm Rifkind |
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9/9 |
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Paul Walsh |
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9/9 |
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(a) Chairman
(b) Executive Director
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Unilever Annual Report and Accounts 2012 |
Meetings of the Boards may be held either in London or Rotterdam or such other locations as the Boards think fit, with one
or two off-site Board meetings a year. In 2012, Board meetings were held in Port Sunlight, UK; Istanbul, Turkey; and Paris, France. In these locations the Boards learnt more about the business in the UK, the politico-economic view of Turkey and the
trading environment in France. Visits such as these allow the Non-Executive Directors to meet senior managers around Unilevers global business and in turn allow them to gain a deeper understanding of the business.
Appointment of Directors
Upon consideration and
recommendation from the Nominating and Corporate Governance Committee for a candidate to be nominated by the Boards as an independent Director, Directors are appointed by shareholders at the AGMs. All existing Directors, unless they are retiring,
submit themselves for re-election every year, and shareholders vote to re-appoint them by a simple majority vote. A list of our current Directors and the periods during which they have served as such is set out on page 42.
In order to seek to ensure that NV and PLC have the same Directors, the Articles of Association of NV and PLC contain provisions which are designed to ensure that both
NV and PLC shareholders are presented with the same candidates for election as Directors. This is achieved through a nomination procedure operated by the Boards of NV and PLC through Unilevers Nominating and Corporate Governance Committee.
Based on the evaluation of the Boards, its Committees and its individual Directors, the Nominating and Corporate Governance Committee recommends to each Board a
list of candidates for nomination/re-election at the AGMs of both NV and PLC. In addition, shareholders are able to nominate Directors. To do so they must put a resolution to both AGMs in line with local requirements. However, in order to ensure
that the Boards remain identical, anyone being elected as a Director of NV must also be elected as a Director of PLC and vice versa. Therefore, if an individual fails to be elected to both companies then he or she will be unable to take their place
on either Board.
The provisions in the Articles of Association for appointing Directors cannot be changed without the permission, in the case of NV, of the holders
of the special ordinary shares numbered 1 to 2,400 inclusive and, in the case of PLC, of the holders of PLCs deferred stock. The NV special ordinary shares may only be transferred to one or more other holders of such shares. The joint holders
of both the NV special ordinary shares and the PLC deferred stock are N.V. Elma and United Holdings Limited, which are joint subsidiaries of NV and PLC. The Boards of N.V. Elma and United Holdings Limited comprise the members of the Nominating and
Corporate Governance Committee, which comprise Non-Executive Directors of Unilever only.
Board induction, training and support
Upon election, Directors receive a comprehensive Directors Information Pack and are briefed thoroughly on their responsibilities and the business
with a tailored induction programme. The Chairman ensures that ongoing training is provided for Directors by way of site visits, presentations and circulated updates at Board and Board Committee meetings on, among other things, Unilevers
business, environmental, social and corporate governance, regulatory developments and investor relations matters. In 2012 the Board knowledge sessions were on digital strategy, Unilevers Foods strategy and the supply chain.
A procedure is in place to enable Directors, if they so wish to seek independent advice at Unilevers expense.
Board evaluation
Unilevers Chairman, in
conjunction with the Vice-Chairman/ Senior Independent Director, leads the process whereby the Boards formally assess their own performance, with the aim of helping to improve the effectiveness of the Boards and their Committees. The evaluation
process consists of an internal exercise performed annually with an independent third-party evaluation carried out at least once every three years.
This year we
took a more rigorous approach to our internal evaluation process by engaging an independent governance specialist. This external source challenged and provided insight into the questions in our Board, CEO and Chairmans evaluation
questionnaires and resulted in the creation of three full and confidential questionnaires for all Directors to complete, hosted for the first time using online facilities. The detailed questionnaire invited comments on a number of key areas
including board responsibility, operations, effectiveness, training and knowledge. In addition, each year the Chairman conducts a process of evaluating the performance and contribution of each Director that includes a one-to-one performance and
feedback discussion with each Director. The evaluation of the performance of the Chairman is led by the Vice-Chairman/Senior Independent Director and the Chairman leads the evaluation of the Chief Executive Officer, both using the bespoke
questionnaires. Committees of the Boards evaluate themselves annually under supervision of their respective chairmen taking into account the views of respective Committee members and the Boards.
Ongoing evaluation
In the table on the following page we report progress on the key actions agreed by the Boards on a year-on-year basis, in order to
provide a meaningful assessment of the challenges the Boards face as they evolve and an insight into how well they respond to those challenges.
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Report of the Directors Governance 47 |
CORPORATE GOVERNANCE continued
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Date
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Action |
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Progress |
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2012 evaluation (internal) |
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Shape the meeting agendas to enable Directors to bring more of their personal experience and insight to the discussions |
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2013 agendas structured around strategic priorities and operational topic areas rather than being weighted towards category and geographical performance |
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Directors to receive more regular feedback from the Chairman on their personal contributions |
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The comprehensive personal and Board evaluations performed at year end are to be supplemented by a mid-year discussion between the Chairman and each Director |
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Enhance the ways of working for the Committees |
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Information flows from management have been defined and priorities for each Committee agreed for the year |
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Further interaction between Non-Executive Directors and Senior Executives around site visits or otherwise |
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Time to be built into personal and Board agendas throughout the year for Non-Executive Directors to interact with Senior Executives |
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Greater periodic review by the Board of historic decisions taken and actions agreed
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More frequent periodic reviews of historic decisions taken and actions agreed to be built into the agendas
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2011 evaluation (external) |
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Build some sessions into the agenda during which the Directors
can share experiences on a specific topic |
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Strategic discussions have been expanded to include blue sky thinking
around topics influenced by Unilevers strategy including e-commerce, Eurozone and looking ahead to 2020 |
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Build into the end of each Board meeting agenda a five-minute session during which actions
taken can be reviewed and feedback given on the Meeting |
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Meetings are now concluded with a summary by the Chairman of key decisions and actions taken |
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2010 evaluation (internal) |
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Increase Board representation from China and India |
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Sunil Bharti Mittal from India was appointed to the Boards following shareholder
approval at the AGMs in May 2011, and two Non-Executive Directors from China are being proposed at the 2013 AGMs |
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Consider using electronic methods of receiving Board meeting materials |
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Unilever now uses an online tool for dissemination of Board meeting materials with no hard copy meeting packs now being produced |
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Meetings to focus more on gaining knowledge/experience from the Directors rather than simply providing them with information |
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Presentations are now shorter to allow more time for feedback from Directors and discussion between Directors |
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Continue to hold important educational sessions |
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Board knowledge sessions are built into the meeting timetable and held at least three times each year
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Non-Executive Directors
Chairman
Unilever has an independent
Non-Executive Chairman and a Chief Executive Officer. There is a clear division of responsibilities between their roles.
The Chairman is primarily responsible for
leadership of the Boards and ensuring their effectiveness. The Chairman sets the Boards agenda, ensures the Directors receive accurate, timely and clear information, promotes effective relationships and open communication between the Executive
and Non-Executive Directors and maintains effective communication with major shareholders. With the Group Secretary, the Chairman will take the lead in providing a properly constructed induction programme for new Directors that is comprehensive,
formal and tailored.
Vice-Chairman/Senior Independent Director
Kees Storm is Vice-Chairman/Senior Independent Director. He acts as the Boards spokesman, and serves as an intermediary for the other Directors when necessary. He
is also a point of contact for shareholders if they have concerns which cannot be resolved through the Chairman or Chief Executive Officer.
Non-Executive Directors
The Non-Executive
Directors share responsibility, together with the Executive Directors, for the execution of the Boards duties. The role of Non-Executive Directors is essentially supervisory. As they make up the Committees of the Boards, it is important that
they can be considered to be independent.
Role and Responsibilities
The key elements of the role and responsibilities of the Non-Executive Directors are:
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supervision of, and advice to, the Chief Executive Officer; |
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developing strategy with the Chief Executive Officer; |
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scrutiny of performance of the business and the Chief Executive Officer; |
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oversight of risks and controls; |
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reporting of performance; |
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remuneration of and succession planning for Executive Directors; and |
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governance and compliance. |
The Non-Executive Directors are chosen individually for their broad and relevant experience
and international outlook, as well as for their independence and details of their various appointments can be found in their biographies on page 42. In consultation with the Nominating and Corporate Governance Committee, the Boards review both the
adequacy of succession planning processes and succession planning itself at both Board and Unilever Leadership Executive (ULE) level. The profile set by the Boards for the Non-Executive Directors provides guiding principles for the composition of
the Boards in line with the recommendations of applicable governance regulations and best practice, and takes into account the balance of skills, diversity, knowledge and experience on the Boards. The profile set by the Boards for the Non-Executive
Directors and the schedule used for orderly succession planning can be found in The Governance of Unilever document and on our website at
www.unilever.com/investorrelations/corp_governance.
Meetings
The Non-Executive Directors meet as a group, without the Executive Directors present, under the leadership of the Chairman to consider specific agenda items and
wide-ranging business matters of relevance to the Group. In 2012 they met five times.
Independence
Following the conclusion of a thorough review of all relevant relationships of the Non-Executive Directors, and their related or connected persons, our Boards consider
all of our Non-Executive Directors to be independent of Unilever by reference to the criteria set out in The Governance of Unilever and derived from the relevant best practice guidelines in the Netherlands, UK and US.
None of our Non-Executive Directors are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or otherwise.
Remuneration
The remuneration of the
Non-Executive Directors is determined by the Boards, within the overall limit set by the shareholders at the AGMs in 2007, and is reported on page 80. We do not grant our Non-Executive Directors any personal loans or guarantees nor are they entitled
to any severance payments.
Tenure
Subject to
individual review, the Boards propose the Non-Executive Directors for re-election each year at the AGMs. Although the Dutch Corporate Governance Code sets the suggested length of tenure at a maximum of 12 years for Non-Executive Directors, they
normally serve for a maximum of nine years. Their nomination for re-election is subject to continued good performance which is evaluated by the Boards, based on the recommendations of the Nominating and Corporate Governance Committee.
Executive Directors
Chief Executive Officer
The Chief Executive
Officer has the authority to determine which duties regarding the operational management of the companies and their business enterprises will be carried out under his responsibility, by one or more Executive Directors or by one or more other
persons. This provides a basis for the ULE that is chaired by and reports to the Chief Executive Officer. For ULE members biographies see page 43.
Executive Directors
During 2012, Unilever continued to have two Executive Directors, the Chief Executive Officer and Chief Financial
Officer, who were also members of the ULE and are full-time employees of Unilever.
The Executive Directors submit themselves for re-election at the AGMs each year,
and the Nominating and Corporate Governance Committee carefully considers each nomination for re-appointment. Executive Directors stop holding executive office on ceasing to be Directors.
We do not grant our Executive Directors any personal loans or guarantees.
There are
no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors, and none of our Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with
any major shareholder, customer, supplier or otherwise.
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors Governance 49 |
CORPORATE GOVERNANCE continued
Outside appointments
Unilever recognises the benefit to the individual and to the Group of involvement by Unilever senior executives acting as directors of other companies outside the
Unilever Group, broadening their experience and knowledge. For our Executive Directors, the number of outside directorships of listed companies is generally limited to one per individual, and in the case of publicly listed companies approval is
required from the Chairman. Outside directorships must not involve an excessive commitment or conflict of interest. Fees paid in connection with an outside directorship may be retained by the individual, reflecting that any outside directorship is
the responsibility of the individual and that Unilever takes no responsibility in this regard.
Director matters
Conflicts of interest
We attach special
importance to avoiding conflicts of interest between NV and PLC and their Directors. The Boards are responsible for ensuring that there are rules in place to avoid conflicts of interest by Board members. Conflicts of interest are understood not to
include transactions and other activities between companies in the Unilever Group.
Authorisation of situational conflicts is given by the Boards to the relevant
Director. The authorisation includes conditions relating to keeping Unilever information confidential and to their exclusion from receiving and discussing relevant information at Board meetings. Situational conflicts are reviewed annually by the
Boards as part of the determination of Director independence. In between those reviews Directors have a duty to inform the Boards of any relevant changes to the situation. A Director may not vote on, or be counted in a quorum in relation to, any
resolution of the Boards in respect of any contract in which he or she has a material interest. The procedures that Unilever has put in place to deal with conflicts of interest have operated effectively.
Borrowing powers
The borrowing powers of NV
Directors on behalf of NV are not limited by the Articles of Association of NV. PLC Directors have the power to borrow on behalf of PLC up to three times the PLC proportion of the adjusted capital and reserves of the Unilever Group, as defined in
PLCs Articles of Association, without the approval of shareholders (by way of an ordinary resolution).
Indemnification
The terms of Directors indemnification are provided for in NVs Articles of Association. The power to indemnify Directors is provided for in
PLCs Articles of Association and deeds of indemnity have been issued to all PLC Directors. Appropriate qualifying third-party Directors and Officers liability insurance was in place for all Unilever Directors throughout 2012 and is
currently in force.
In addition, PLC provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the Directors from time
to time of two subsidiaries that act as trustee respectively of two of Unilevers UK pension schemes. Appropriate trustee liability insurance is also in place.
Group Secretary
The Group Secretary is available to advise all Directors on matters relating to the governance of the Group and ensures that Board procedures are complied with. The Group
Secretary is Tonia Lovell.
Tonia Lovell
Group Secretary
Board Committees
The Boards have established four Board Committees, the Audit Committee, the Compensation and Management Resources Committee, the Corporate Responsibility Committee and
the Nominating and Corporate Governance Committee, all formally set up by Board resolutions with defined remits. They are all made up solely of Non-Executive Directors and report regularly to the Boards.
All Committees are provided with sufficient resources to undertake their duties, and the terms of reference for each Committee are contained within The Governance
of Unilever which is available at www.unilever.com/investorrelations/corp_governance.
The reports of
each Committee can be found on pages 56 to 81.
Attendance
Attendance tables can be found within each Committee Report. If Directors are unable to attend a Committee meeting, they have the opportunity beforehand to discuss any
agenda items with the chairman of the meeting.
Management Committee
Disclosure Committee
The Boards have set up,
through the Chief Executive Officer, a Disclosure Committee which is responsible for helping the Boards ensure that financial and other information required to be disclosed publicly is disclosed in a timely manner and that the information that is
disclosed is complete and accurate in all material aspects.
The Committee comprises the Controller (Chairman), the Group Secretary and Chief Legal Officer, the
Treasurer and the NV and PLC Deputy Secretaries.
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50 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
Shareholder matters
Shareholder and Stakeholder Engagement
The Chief
Financial Officer has lead responsibility for investor relations, with the active involvement of the Chief Executive Officer. They are supported by our Investor Relations department which organises presentations for analysts and investors, and such
presentations are generally made available on our website. Briefings on quarterly results are given via teleconference and are accessible by telephone or via our website. For further information visit our website at www.unilever.com/investorrelations.
The Boards are briefed on reactions to quarterly results announcements. They, or
the relevant Board Committee, are briefed on any issues raised by shareholders that are relevant to their responsibilities. Our shareholders can raise issues directly with the Chairman and, if appropriate, the Vice-Chairman/Senior Independent
Director.
Both NV and PLC communicate with their respective shareholders at the AGMs as well as responding to their questions and enquiries during the course of the
year. We take the views of our shareholders into account and, in accordance with all applicable legislation and regulations, may consult them in an appropriate way before putting proposals to our AGMs.
General Meetings of shareholders
At the AGMs, a
review is given of the progress of the business over the last year and there is a discussion of current issues. Shareholders are encouraged to attend the meetings and ask questions, and the question and answer sessions form an important part of the
meetings. The business generally conducted includes approval/adoption of the Annual Report and Accounts, appointment of directors, appointment of external auditors, and authorisation for the Boards to allot and repurchase shares.
General Meetings of shareholders of NV and PLC are held at times and places decided by our Boards. NV meetings are normally held in Rotterdam and PLC meetings are
normally held in London.
The external auditors are welcomed to the AGMs and they are entitled to address the meetings.
Voting rights
NV shareholders can cast one vote
for each 0.16 nominal capital that they hold. This means that they can cast one vote for each NV ordinary share or NV New York Registry Share. Shareholders can vote in person or
by proxy. Similar arrangements apply to holders of depositary receipts issued for NV shares and the holders of NV preference shares. PLC shareholders can cast one vote for each 31/9p nominal capital that they hold. This means shareholders can cast one vote for each PLC ordinary share or PLC American Depositary Receipt of shares.
The Trustees of the PLC employee share trusts may vote or abstain in any way they think fit and in doing so may take into account both financial and non-financial
interests of the beneficiaries of the employee share trusts or their dependants. Historically the Trustees tend not to exercise this right.
More information on the
exercise of voting rights can be found in NVs and PLCs Articles of Association and in the respective Notices of Meetings which can be found on our website at www.unilever.com/agm.
Shareholder proposed
resolutions
Shareholders of NV may propose resolutions if they individually or together hold 1% of NVs issued capital in the form of shares or
depositary receipts for shares, or if they individually or together hold shares or depositary receipts worth 50 million. Shareholders who together represent at least 10% of the
issued capital of NV can also requisition Extraordinary General Meetings to deal with specific resolutions.
Shareholders of PLC who together hold shares
representing at least 5% of the total voting rights of PLC, or 100 shareholders who hold on average £100 each in nominal value of PLC share capital, can require PLC to propose a resolution at a General Meeting. PLC shareholders holding in
aggregate 5% of the issued PLC ordinary shares are able to convene a General Meeting of PLC.
Required majorities
Resolutions are usually adopted at NV and PLC shareholder meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or
NVs or PLCs Articles of Association. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association, the liquidation of NV or PLC and the alteration of the Equalisation Agreement.
A proposal to alter the Articles of Association of NV can only be made by the Board of NV. A proposal to alter the Articles of Association of PLC can be made either
by the Board of PLC or by approval of shareholders by special resolution in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in the Articles of Association of PLC, PLCs Articles of Association may be
amended by a special resolution. Proposals to alter the provisions in the Articles of Association of NV and PLC respectively relating to the unity of management require the prior approval of meetings of the holders of the NV special ordinary shares
and the PLC deferred stock. The Articles of Association of both NV and PLC can be found on our website at www.unilever.com/investorrelations/corp_governance.
Right to hold shares
Unilevers
constitutional documents place no limitations on the right to hold NV and PLC shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of NV and PLC imposed by Dutch or English law.
Electronic communication
Shareholders of NV and
PLC can electronically appoint a proxy to vote on their behalf at the respective AGM. Shareholders of PLC can also choose to receive electronic notification that the Annual Report and Accounts and Notice of AGMs have been published on our website,
instead of receiving printed copies.
Share capital matters
Margarine Union (1930) Limited: Conversion Rights
The first Viscount Leverhulme was the founder of the company which became PLC. When he died in 1925, he left in his will a large number of PLC shares in various trusts.
When the will trusts were varied in 1983, the interests of the beneficiaries of his will were also preserved. Four classes of special shares were created in
Margarine Union (1930) Limited, a subsidiary of PLC. One of these classes can be converted at the end of the year 2038 into 70,875,000 PLC ordinary shares of 31/9p each. As at 4 March 2013 this represents 5.4% of PLCs issued ordinary capital. These convertible shares replicate the rights which the descendants of the first Viscount would have had
under his will. This class of the special shares only has a right to dividends in specified circumstances, and no dividends have yet been paid.
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors Governance 51 |
CORPORATE GOVERNANCE continued
Foundation Unilever NV Trust Office
The Foundation Unilever NV Trust Office (Stichting Administratiekantoor Unilever N.V.) is a trust office with a board independent of Unilever. As part of its corporate
objects, the Foundation issues depositary receipts in exchange for the NV ordinary shares and NV 7% preference shares it holds in NV. These depositary receipts are listed on Euronext Amsterdam, as are the NV ordinary and 7% preference shares
themselves.
Holders of depositary receipts can under all circumstances exchange their depositary receipts for the underlying shares (and vice versa) and are
entitled to dividends and all economic benefits on the underlying shares held by the Foundation. They can attend all General Meetings of NV, either personally or by proxy, and also have the right to speak. They can under all circumstances and
without limitation exercise their voting rights. The Foundation only votes shares that are not represented at a General Meeting. The Foundation votes in such a way as it deems to be in the interests of the holders of the depositary receipts. This
voting policy is laid down in the Conditions of Administration that apply to the depositary receipts.
The Foundations shareholding fluctuates daily. Its
holdings on 4 March 2013 were 1,321,784,807 NV ordinary shares (77.08%) and 9,776 NV 7% cumulative preference shares (33.71%).
The
members of the board at the Foundation are Mr J H Schraven (chairman), Mr P P de Koning, Prof Emeritus Dr L Koopmans and Mr A A Olijslager. The Foundation reports periodically on its activities. Further information on the Foundation, including its
Articles of Association and Conditions of Administration, can be found on its website at www.administratiekantoor-unilever.nl.
Unilever considers the arrangements
of the Foundation appropriate and in the interest of NV and its shareholders given the size of the voting rights attached to the financing preference shares and the relatively low attendance of holders of ordinary shares at the General Meetings of
NV.
Further information on the share capital of NV and PLC is given on pages 54 and 55.
Foundation Agreements
The Unilever Group is created and maintained by a series of agreements between the parent companies, NV and PLC, together with special provisions in their respective
Articles of Association, which are together known as the Foundation Agreements. These agreements enable Unilever to achieve unity of management, operations, shareholders rights, purpose and mission. Further information on these agreements is
provided below and in the document entitled The Governance of Unilever which is available on our website at www.unilever.com/investorrelations/corp_governance.
NVs Articles of Association contain, among other things, the objects clause, which sets out the scope of activities that NV
is authorised to undertake. They are drafted to give a wide scope and provide that the primary objectives are: to carry on business as a holding company; to manage any companies in which it has an interest; and to operate and carry into effect the
Equalisation Agreement. At the 2010 PLC AGM, the shareholders agreed that the objects clause be removed from PLCs Articles of Association so that there are no restrictions on its objects.
NVs and PLCs Articles of Association, together with the additional three Foundation Agreements detailed below,
can be found on our website at www.unilever.com/investorrelations/corp_governance.
Equalisation Agreement
The Equalisation Agreement
makes the economic position of the shareholders of NV and PLC, as far as possible, the same as if they held shares in a single company. The Equalisation Agreement regulates the mutual rights of the shareholders of NV and PLC. Under the Equalisation
Agreement, NV and PLC must adopt the same financial periods and accounting policies.
Each NV ordinary share represents the same underlying economic interest in the
Unilever Group as each PLC ordinary share.
The Deed of Mutual Covenants
The Deed of Mutual Covenants provides that NV and PLC and their respective subsidiary companies shall co-operate in every way for the purpose of maintaining a common
operating policy. They shall exchange all relevant information about their respective businesses the intention being to create and maintain a common operating platform for the Unilever Group throughout the world. The Deed also contains
provisions for the allocation of assets between NV and PLC.
The Agreement for Mutual Guarantees of Borrowing
Under the Agreement for Mutual Guarantees of Borrowing between NV and PLC, each company will, if asked by the other, guarantee the borrowings of the other. The two
companies also jointly guarantee the borrowings of their subsidiaries. These arrangements are used, as a matter of financial policy, for certain significant public borrowings. They enable lenders to rely on our combined financial strength.
Requirements and compliance general
Unilever is subject to corporate governance requirements in the Netherlands, the UK and the US. In this section we report on our compliance with the corporate governance
regulations and best practice codes applicable in the Netherlands and the UK and we also describe compliance with corporate governance standards in the US.
Under
the European Takeover Directive as implemented in the Netherlands and the UK, the UK Companies Act 2006 and rules of the US Securities and Exchange Commission, Unilever is required to provide information on contracts and other arrangements essential
or material to the business of the Group. Other than the Foundation Agreements discussed above, we believe we do not have any such contracts or arrangements.
Our
governance arrangements are designed and structured to promote and further the interests of our companies and their shareholders. The Boards however reserve the right, in cases where they decide such to be in the interests of the companies or our
shareholders, to depart from that which is set out in the present and previous sections in relation to our corporate governance. Any such changes will be reported in future Annual Reports and Accounts and, when necessary, through changes to the
relevant documents published on our website. As appropriate, proposals for change will be put to our shareholders for approval.
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52 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
Our principal risks and our approach to risk management and systems of internal control are described on pages 36 to 41.
Requirements - The Netherlands
NV complies
with almost all of the principles and best practice
provisions of the Dutch Corporate Governance Code (Dutch Code), a copy of which is available at
www.commissiecorporategovernance.nl.
Unilever places a great deal of importance on corporate responsibility and sustainability as is evidenced by our vision to
double the size of the company while reducing our environmental impact. Unilever is keen to ensure focus on key financial performance measures which we believe to be the drivers of shareholder value creation and relative total shareholder return.
Unilever therefore believes that the interests of the business and shareholders are best served by linking the long-term share plans to the measures as described in the Directors Remuneration Report and has not included a non-financial
performance indicator (Principle II.2 and bpp II.2.3).
Risk management and control
As a result of the review of the Audit Committee (as described in its report on pages 56 and 57) the Boards believe that as regards financial reporting risks, the risk
management and control systems provide reasonable assurance that the financial statements do not contain any errors of material importance and the risk management and control systems have worked properly in 2012 (bpp ll.1.5).
The aforesaid statements are not statements in accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002.
Retention period of shares
The Dutch Code
recommends that shares granted to Executive Directors must be retained for a period of at least five years (bpp ll.2.5). Our shareholder-approved remuneration policy requires Executive Directors to build and retain a personal shareholding in
Unilever. The Boards believe that this is in line with the spirit of the Dutch Code.
Severance pay
It is our policy to set the level of severance payments for Directors at no more than one years salary, unless the Boards, at the proposal of the Compensation and
Management Resources Committee, find this manifestly unreasonable given circumstances or unless otherwise dictated by applicable law (bpp II.2.8).
Compensation and Management Resources Committee
The Compensation and Management Resources Committee (formerly the Remuneration
Committee) may not be chaired by a Board member who is a member of the management board of another listed company (bpp lll.5.11). Paul Walsh is Chairman of the Compensation and Management Resources Committee and has been CEO of Diageo Plc since
2000. Paul has profound knowledge and understanding of remuneration matters at companies operating globally and understands how remuneration policies support the growth objective. His experience and insight of remuneration matters is very valuable
to Unilever. The Boards believe that Mr Walsh is ideally placed for the position of Chairman of the Compensation and Management Resources Committee.
Financing preference shares
NV issued 6% and 7% cumulative preference shares between 1927 and 1964. Their voting rights are based on
their nominal value, as prescribed by Dutch law. The Dutch Code recommends that the voting rights on such shares should, in any event when they are newly issued, be based on their economic value rather than on their
nominal value (bpp IV.1.2). NV agrees with this principle but cannot unilaterally reduce voting rights of its outstanding
preference shares.
Anti-takeover constructions and control over the company
NV confirms that it has no anti-takeover constructions, in the sense of constructions that are intended solely, or primarily, to block future hostile public offers for
its shares (bpp IV.3.11). Nor does NV have any constructions whose specific purpose is to prevent a bidder, after acquiring 75% of the capital, from appointing or dismissing members of the Board and subsequently altering the Articles of Association.
The acquisition through a public offer of a majority of the shares in a company does not under Dutch law preclude in all circumstances the continued right of the board of the company to exercise its powers.
Meetings of analysts and presentations to investors
We have extensive procedures for handling relations with and communicating with shareholders, investors, analysts and the media (see also page 51). The important
presentations and meetings are conducted as far as practicable in accordance with the Dutch Code (bpp IV.3.1). Due to their large number and overlap in information, however, some of the less important ones are not announced in advance, made
accessible to everyone or put on our website.
Corporate Governance Statement
NV is required to make a statement concerning corporate governance as referred to in article 2a of the decree on additional requirements for annual reports
(Vaststellingsbesluit nadere voorschriften inhoud jaarverslag) with effect from 1 January 2010 (the Decree). The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the
Decree can be found in the following sections of this Annual Report and Accounts:
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|
the information concerning compliance with the Dutch Code, as required by article 3 of the Decree, can be found under Corporate Governance within the section Requirements the Netherlands;
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|
|
the information concerning Unilevers risk management and control frameworks relating to the financial reporting process, as required by article 3a(a) of the Decree, can be found under Outlook and risks
on pages 36 to 41 and within the relevant sections under Corporate Governance; |
|
|
the information regarding the functioning of NVs General Meeting of shareholders, and the authority and rights of NVs shareholders, as required by article 3a(b) of the Decree, can be found within the
relevant sections under Corporate Governance; |
|
|
the information regarding the composition and functioning of NVs Board and its Committees, as required by article 3a(c) of the Decree, can be found within the relevant sections under Corporate
Governance; and |
|
|
the information concerning the inclusion of the information required by the decree Article 10 European Takeover Directive, as required by article 3b of the Decree, can be found within the relevant sections under
Corporate Governance. |
Requirements - The United Kingdom
PLC is required, as a company that is incorporated in the UK and listed on the London Stock Exchange, to state how it has applied the main principles and how far it has
complied with the provisions set out in the 2010 UK Corporate Governance Code, a copy of which is available at www.frc.org.uk.
In the preceding pages we have
described how we have applied the main principles and the provisions of the UK Code. In 2012, PLC complied with all UK Code provisions.
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors Governance 53 |
CORPORATE GOVERNANCE continued
Risk management and control
Our approach to risk management and systems of internal control is in line with the recommendations in the report on Internal Control Revised Guidance for
Directors on the UK Combined Code (The Turnbull guidance). It is Unilevers practice to bring acquired companies within the Groups governance procedures as soon as is practicable and in any event by the end of the first
full year of operation.
Requirements - The United States
Both NV and PLC are listed on the New York Stock Exchange. As such, both companies must comply with the requirements of US legislation, such as the Sarbanes-Oxley Act of
2002, regulations enacted under US securities laws and the Listing Standards of the New York Stock Exchange (NYSE), that are applicable to foreign private issuers, copies of which are available at www.sec.gov and www.nyse.com.
We are compliant with the Listing Standards of the NYSE applicable to foreign private issuers.
We are also required to disclose any significant ways in which our corporate governance practices differ from those typically followed by US companies listed on the
NYSE. Our corporate governance practices do not significantly differ from those required of US companies listed on the NYSE. Attention is drawn to the Report of the Audit Committee on pages 56 and 57. In addition, further details about our corporate
governance are provided in the document entitled The Governance of Unilever, which can be found on our website at www.unilever.com/investorrelations/corp_governance.
All senior executives and senior financial officers have declared their understanding of and compliance with Unilevers Code of Business Principles and the related
Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 2012 to any of the persons falling within the scope of the SEC requirements. The Code Policies include mandatory requirements covering,
but not limited to, the following areas: accurate records, reporting and accounting; anti-bribery; avoiding conflicts of interest; gifts and entertainment; preventing insider trading; political activities and political donations; contact with
government, regulators and non-governmental organisations; respect, dignity and fair treatment; and external communications (the media, investors and analysts). Our Code of Business Principles can be found on our website at www.unilever.com/investorrelations/corp_governance.
Risk management and control
Based on an evaluation by the Boards, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the
Groups disclosure controls and procedures, including those defined in United States Securities Exchange Act of 1934 Rule 13a 15(e), as at 31 December 2012 were effective, and that subsequently until the date of the approval
of the Annual Report and Accounts by the Boards, there have been no significant changes in the Groups internal controls, or in other factors that could significantly affect those controls.
Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This
requirement will be reported on separately and will form part of Unilevers Annual Report on Form 20-F.
NVs issued share capital on 31 December 2012 was made up of:
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|
274,356,432 split into 1,714,727,700 ordinary shares of 0.16 each;
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|
1,028,568 split into 2,400 ordinary shares numbered 1 to 2,400 known as special shares; and |
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81,454,014 split into two classes (6% and 7%) of cumulative preference shares (financing preference shares). |
The voting rights attached to NVs outstanding shares are split as follows:
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|
|
|
|
|
|
|
|
|
Total number of votes |
|
|
% of issued capital |
|
1,714,727,700 ordinary shares |
|
|
1,714,727,700 |
(a) |
|
|
76.89 |
|
2,400 special shares |
|
|
6,428,550 |
|
|
|
0.29 |
|
161,060 6% cumulative preference shares |
|
|
431,409,276 |
(b) |
|
|
19.34 |
|
29,000 7% cumulative preference shares |
|
|
77,678,313 |
(c) |
|
|
3.48 |
|
(a) |
Of which 141,560,629 shares were held in treasury and 16,789,821 shares were held to satisfy obligations under share-based incentive schemes as at 31 December 2012. These shares are not voted on. |
(b) |
Of which 37,679 6% cumulative preference shares were held in treasury as at 31 December 2012. These shares are not voted on. |
(C) |
Of which 7,562 7% cumulative preference shares were held in treasury as at 31 December 2012. These shares are not voted on. |
NV may issue shares not yet issued and grant rights to subscribe for shares only pursuant to a resolution of the General Meeting of Shareholders or of another corporate
body designated for such purpose by a resolution of the General Meeting. At the NV AGM held on 9 May 2012 the Board was designated, in accordance with Articles 96 and 96a of Book 2 of the Netherlands Civil Code, as the corporate body authorised
until 9 November 2013 to resolve on the issue of or on the granting of rights to subscribe for shares not yet issued and to restrict or exclude the statutory pre-emption rights that accrue to shareholders upon issue of shares, on
the understanding that this authority is limited to 10% of the issued share capital of NV, plus an additional 10% of the issued share capital of NV in connection with or on the occasion of mergers and acquisitions.
At the 2012 NV AGM the Board of NV was authorised, in accordance with Article 98 of Book 2 of the Netherlands Civil Code, until 9 November 2013 to cause NV to buy
back its own shares and depositary receipts thereof, with a maximum of 10% of issued share capital, either through purchase on a stock exchange or otherwise, at a price, excluding expenses, not lower than the nominal value of the shares and not
higher than 10% above the average of the closing price of the shares on Eurolist by Euronext Amsterdam for the five business days before the day on which the purchase is made.
The above mentioned authorities are renewed annually.
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54 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
PLCs issued share capital on 31 December 2012 was made up of:
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£40,760,420 split into 1,310,156,361 ordinary shares of 31/9p each; and |
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£100,000 of deferred stock. |
The total number of voting rights attached to PLCs outstanding shares is as
follows:
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|
|
|
|
|
|
|
|
|
|
Total number of votes |
|
|
% of issued capital |
|
1,310,156,361 ordinary shares |
|
|
1,310,156,361 |
(a) |
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99.76 |
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£100,000 deferred stock |
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3,214,285 |
|
|
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0.24 |
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(a) |
Of which 26,696,994 shares were held by PLC in treasury and 8,046,353 shares were held by NV group companies or by share trusts as at 31 December 2012. These
shares are not voted on. |
The Board of PLC may, under sections 551, 570 and 571 of the UK Companies Act 2006 and subject to the passing of the
appropriate resolutions at a meeting of shareholders, issue shares within the limits prescribed within the resolutions. At the 2012 PLC AGM the Directors were authorised to issue new shares pursuant to section 551 of the UK Companies Act 2006,
limited to a maximum of £13,300,000 nominal value, which at the time represented approximately 33% of PLCs issued ordinary share capital and pursuant to section 570 of the UK Companies Act, to disapply pre-emption rights up to
approximately 5% of PLCs issued ordinary share capital. These authorities are renewed annually.
At the 2012 PLC AGM the Board of PLC was authorised in
accordance with its Articles of Association to make market purchases of its ordinary shares representing just under 10% of PLCs issued capital and within the limits prescribed within the resolution until the earlier of the six-month
anniversary after the 2012 year end or the conclusion of the 2013 PLC AGM. A similar authority will be sought at the 2013 AGM of PLC pursuant to the UK Companies Act 2006.
Significant shareholders of NV
As far as Unilever is aware, the only holders of more than 5% (as referred to in the Act on Financial Supervision in the Netherlands) in the NV share capital (apart from
the Foundation Unilever NV Trust Office, see page 52, and shares held in treasury by NV, see page 54), are ING Groep N.V. (ING) and ASR Nederland N.V. (ASR).
The voting rights of such shareholders are the same as for other holders of the class of share indicated. The two shareholders have each notified the Netherlands
Authority for the Financial Markets (AFM) of their holdings. Detailed below are the interests in NV shares provided to NV by ING and ASR in the second half of 2012. All interests are mainly held in cumulative preference shares.
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|
|
|
|
|
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Class of shares |
|
Total number of shares |
|
|
% of issued capital |
|
|
Nominal value of shares |
|
ING |
|
Ordinary shares |
|
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3,920,989 |
|
|
|
0.23 |
|
|
|
627,358 |
|
|
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7% Cumulative preference shares |
|
|
20,665 |
|
|
|
71.26 |
|
|
|
8,856,399 |
|
|
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6% Cumulative preference shares |
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|
74,088 |
|
|
|
46.0 |
|
|
|
31,751,894 |
|
ASR |
|
Ordinary shares |
|
|
2,913,322 |
|
|
|
0.17 |
|
|
|
466,132 |
|
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6% Cumulative preference shares |
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46,000 |
|
|
|
28.56 |
|
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19,714,220
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Between 1 January 2010 and 31 December 2012, ING and ASR have held more than 5% in the share capital of NV.
Significant shareholders of PLC
The following table gives notified details of shareholders who held more than 3% of, or 3% of voting rights attributable to, PLCs shares or deferred stock
(excluding treasury shares) on 4 March 2013. The voting rights of such shareholders are the same as for other holders of the class of share indicated.
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Title of
class |
|
Name of holder |
|
Number of shares held |
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Approximate % held |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
Stock |
|
Naamlooze Vennootschap |
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50,000 |
|
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50 |
|
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|
Elma United Holdings Limited |
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50,000 |
|
|
|
50 |
|
|
|
|
|
Ordinary shares |
|
BlackRock, Inc. |
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|
74,570,243 |
|
|
|
5 |
|
|
|
Trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust |
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|
70,566,764 |
|
|
|
5 |
|
Between 1 January 2010 and 31 December 2012, Legal & General Group plc and BlackRock, Inc. have held more than 3% of,
or 3% of voting rights attributable to, PLCs ordinary shares. During this period, and as notified, these holdings reduced to below the 3% reporting threshold. The table above sets out the notifiable interest of shares or voting rights
attributable to PLC as at 4 March 2013.
Controlling security holders
To our knowledge, the Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural
person. We are not aware of any arrangements the operation of which may at a subsequent date result in a change of control of Unilever.
Purchases of shares during 2012
During 2012
Unilever Group companies purchased 37,894 NV ordinary shares, each with a nominal value of 0.16 for 1
million. This represents 0.002% of the called-up share capital of NV.
During 2012 Unilever Group companies purchased 10 NV 6% cumulative preference shares and 16 NV
7% cumulative preference shares each with a nominal value of 428.57 for 23,100. The repurchase was
undertaken under the public cash offer for all outstanding 6% and 7% cumulative preference shares as announced on 19 October 2011.
No PLC ordinary shares were
purchased by Unilever Group companies during 2012.
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Unilever Annual Report and Accounts 2012 |
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Report of the Directors Governance 55 |
REPORT OF THE AUDIT COMMITTEE
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ATTENDANCE |
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Byron Grote |
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7/7 |
|
Chairman of the Audit Committee |
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|
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|
|
|
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|
|
Charles Golden |
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|
7/7 |
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Kees Storm |
|
|
7/7 |
|
This table shows the attendance of Directors at Committee meetings for the
year ended 31 December 2012. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chairman. Attendance is expressed as the number of meetings attended out of the number
eligible to attend.
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|
|
Review of the effectiveness of internal controls over financial reporting including internal audit findings |
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Review of the 2011 Annual Report & Accounts |
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|
|
Review of the Groups dividend policy |
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|
Assessment of the debt crisis and Unilevers response |
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|
|
Review of pension costs |
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Review of IT systems, developments and controls |
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|
|
Review of commodity risk management |
|
|
|
Review of legal proceedings, competition, anti-bribery and regulatory matters |
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|
|
Review of corporate risks for which the Audit Committee had oversight in 2012 |
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|
Review of managements improvements to reporting and internal financial control arrangements |
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Ongoing assessment of new regulatory requirements for Audit Committees with respect to reporting and governance |
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Continual assessment of the corporate risks for which the Audit Committee has oversight and related mitigation/response plans |
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External benchmarking of the Internal Audit function |
Membership of the Committee
The Audit Committee is comprised only of independent Non-Executive Directors with a minimum requirement of three such members. During 2012 the Committee comprised Byron
Grote (Chairman), Charles Golden and Kees Storm. Byron Grote took over the Chairmanship of the Committee on 29 February 2012 from Kees Storm and, from this date, he also became the Audit Committees financial expert for the purposes of the
US Sarbanes-Oxley Act of 2002 in place of Kees Storm. The Committee met seven times in 2012, and all Committee members attended all the meetings. The Boards have satisfied themselves that the current members of the Audit Committee are competent in
financial matters and have recent and relevant experience. Other attendees at Committee meetings (or part thereof) were the Chief Financial Officer, Chief Auditor, Group Controller, Chief Legal Officer & Group Secretary and the external
auditor. Throughout the year the Committee members periodically met without others present and also held separate private sessions with the Chief Financial Officer, Chief Auditor and the external auditor, allowing the Committee to discuss any issues
of emerging concern in more detail directly.
Role of the Committee
The role and responsibilities of the Audit Committee are set out in written terms of reference which are reviewed annually by the Committee taking into account relevant
legislation and recommended good practice. The terms of reference are contained within The Governance of Unilever which is available on our website at
www.unilever.com/investorrelations/corp_governance. The Committees responsibilities include, but are not limited to, the following matters with a view
to bringing any relevant issues to the attention of the Boards:
|
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the integrity of Unilevers financial statements; |
|
|
risk management and internal control arrangements; |
|
|
compliance with legal and regulatory requirements; |
|
|
the external auditors performance, qualifications and independence, the approval process of non-audit services, together with their nomination for shareholder approval; and |
|
|
the performance of the internal audit function. |
How the Committee has discharged its
responsibilities
During the year, the Committees principal activities were as follows:
Financial statements
The Committee considered
reports from the Chief Financial Officer on the quarterly and annual financial statements, including other financial statements and disclosures prior to their publication and issues reviewed by the Disclosure Committee. They also reviewed the 2011
Annual Report and Accounts and Annual Report on Form 20-F, the quarterly performance and accompanying press releases prior to publication. These reviews incorporated the accounting policies and key judgements and estimates underpinning the financial
statements as disclosed within Note 1 on pages 90 and 91, including:
|
|
goodwill and intangibles, including impairment analysis; |
|
|
core operating profit definition; |
|
|
provisions and contingencies; |
|
|
tax charges and taxation; and |
|
|
going concern assessment. |
The Committee was satisfied with the accounting treatments adopted.
Risk management and internal control arrangements
The Committee reviewed Unilevers overall approach to risk management and control, and its processes, outcomes and disclosure. It reviewed:
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|
|
56 Report of the Directors Governance |
|
Unilever Annual Report and Accounts 2012 |
|
|
the Controllers Quarterly Risk and Control Status Report, including Code of Business Principles cases relating to frauds and financial crimes and significant complaints received through the global Ethics Hotline;
|
|
|
regular reviews of the 2012 corporate risks for which the Audit Committee had oversight and the proposed 2013 corporate risks identified by the Unilever Leadership Executive; |
|
|
progress on managements improvements to reporting and internal financial control arrangements; |
|
|
the application of information and communication technology; |
|
|
tax planning, insurance arrangements and related risk management; |
|
|
treasury policies, including debt issuance and hedging; |
|
|
commodity risk management, governance and derivatives hedging; and |
|
|
litigation and regulatory investigations. |
The Committee reviewed the application of the requirements under
Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting.
In addition, the Committee reviewed the annual
financial plan and Unilevers dividend policy and dividend proposals.
In fulfilling its oversight responsibilities in relation to risk management, internal
control and the financial statements, the Committee met regularly with senior members of management and are fully satisfied with the key judgements taken.
Internal audit function
The Committee reviewed Corporate Audits audit plan for the year and agreed its budget and resource
requirements. It reviewed interim and year-end summary reports and managements response. The Committee carried out an evaluation of the performance of the internal audit function and was satisfied with the effectiveness of the function. The
Committee met independently with the Chief Auditor during the year and discussed the results of the audits performed during the year.
Audit
of the Annual Accounts
PricewaterhouseCoopers, Unilevers external auditors and independent registered public accounting firm, reported in depth to
the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included accounting matters,
governance and control, and accounting developments.
The Committee held independent meetings with the external auditors during the year and reviewed, agreed,
discussed and challenged their audit plan, including their assessment of the financial reporting risk profile of the Group. The Committee discussed the views and conclusions of PricewaterhouseCoopers regarding managements treatment of
significant transactions and areas of judgement during the year and PricewaterhouseCoopers confirmed they were satisfied that these had been treated appropriately in the financial statements.
External auditors
The Committee is responsible
for monitoring the performance, objectivity and independence of the external auditor and recommends the appointment of the external auditor to the Boards. PricewaterhouseCoopers (and prior to the merger of Price Waterhouse and Coopers &
Lybrand, Coopers & Lybrand) has been Unilevers sole auditor since 1987. The last external audit tender was conducted in 2002 and the lead audit partners are rotated every five years. The Dutch lead audit partner will rotate this year.
The current UK lead audit partner joined the audit team for the 2011 year end and is due to rotate following the 2015 year end.
Each year, the Committee assesses the effectiveness of the external audit process which includes gaining feedback from key
stakeholders at all levels across Unilever. The Committee has considered the tenure, quality and fees of the auditors and determined that a tender for the audit work is not necessary at this time. As a result, the Committee has approved the
extension of the current external audit contract by one year, and recommended to the Boards the re-appointment of the external auditors. On the recommendation of the Audit Committee, the Directors will be proposing the re-appointment of
PricewaterhouseCoopers at the AGMs in May 2013 (see pages 137 and 143).
Both Unilever and the auditors have for many years had safeguards in place to avoid the
possibility that the auditors objectivity and independence could be compromised, such as audit partner rotation and the restriction on non-audit services that the external auditors can perform as described below. The Committee reviewed the
report from PricewaterhouseCoopers on the actions they take to comply with the professional and regulatory requirements and best practice designed to ensure their independence from Unilever.
The Committee also reviewed the statutory audit, audit related and non-audit related services provided by PricewaterhouseCoopers and compliance with Unilevers
documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used:
|
|
statutory audit services, including audit of subsidiaries; |
|
|
audit related engagements services that involve attestation, assurance or certification of factual information that may be required by external parties; |
|
|
non-audit related services work that our auditors are best placed to undertake, which may include: |
|
|
tax services all significant tax work is put to tender; |
|
|
acquisition and disposal services, including related due diligence, audits and accountants reports; and |
|
|
internal control reviews. |
Several types of engagements are prohibited, including:
|
|
bookkeeping or similar services; |
|
|
systems design and implementation related to financial information or risk management; |
|
|
staff secondments to a management function. |
All audit related engagements over 250,000 and non-audit related engagements over 100,000 required specific advance approval of the Audit
Committee Chairman. The Committee further approved all engagements below these levels which have been authorised by the Group Controller. These authorities are reviewed regularly and, where necessary, updated in the light of internal developments,
external developments and best practice. Following legislation introduced in the Netherlands with effect from 1 January 2013, we have further reduced the types of engagements for which the external auditors can be used in the Netherlands.
Evaluation of the Audit Committee
The Boards
evaluated the performance of the Committee and the Committee carried out a self-assessment of its performance, and each have concluded the Committee is performing effectively.
Byron Grote
Chairman of the Audit Committee
Charles Golden
Kees Storm
|
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|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors Governance 57 |
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE
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|
|
|
|
|
|
ATTENDANCE |
|
Sir Malcolm Rifkind |
|
|
4/4 |
|
Chairman of the Corporate |
|
|
|
|
Responsibility Committee |
|
|
|
|
|
|
|
|
|
Louise Fresco |
|
|
4/4 |
|
Hixonia Nyasulu |
|
|
4/4 |
|
This table shows the attendance of Directors at Committee meetings for the year ended
31 December 2012. If Directors are unable to attend a meeting,
they have the opportunity
beforehand to discuss any agenda items with the Committee Chairman. Attendance is expressed as the number of meetings attended out of the number eligible to attend.
|
|
|
Scrutiny of Unilevers Code of Business Principles |
|
|
|
Monitoring of Unilevers anti-bribery framework |
|
|
|
Review of the Unilever Sustainable Living Plan: Progress Report 2011 |
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|
|
Analysis of Unilevers safe travel standard |
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|
|
Compliance with Code of Business Principles by third parties |
|
|
|
Progress on the Unilever Sustainable Living Plan |
Terms of reference
The Corporate Responsibility Committee (previously the Corporate Responsibility and Reputation Committee) oversees Unilevers conduct as a responsible multinational
business. The Committee is also charged with ensuring that Unilevers reputation is protected and enhanced. A key element of the role is the need to identify any external developments which are likely to have an influence upon Unilevers
standing in society and to bring these to the attention of the Boards.
The Committee comprises three independent Non-Executive Directors: Sir Malcolm Rifkind,
Hixonia Nyasulu and Louise Fresco. Sir Malcolm Rifkind chairs the Committee. The Chief Marketing & Communication Officer attends the Committees meetings.
The Committees discussions are informed by the perspectives of the Groups two sustainability leadership groups, both of which are chaired by the Chief
Marketing & Communication Officer. The first is the Unilever Sustainable Development Group (USDG) a group of experts from outside the Group who advise Unilevers senior leadership on its sustainability strategy. The second is
the Unilever Sustainable Living Plan Steering Team the group of Unilevers senior executives who are accountable for driving sustainable growth. The insights from these groups help to keep the Boards informed of current and emerging
trends and any potential risks arising from sustainability issues.
During 2012 the Boards reviewed the names and terms of reference of the Committees. It was agreed
that the name of the Corporate Responsibility and Reputation Committee should be shortened to the Corporate Responsibility Committee from 2013. Minor changes were incorporated into its terms of reference. The Committees terms of reference and
details of the Unilever Sustainable Development Group are available on our website at www.unilever.com/investorrelations/corp_governance and www.unilever.com/sustainable-living/ourapproach/Governance respectively.
Meetings
Meetings are held quarterly and ad hoc as required. The Committee Chairman reports the conclusions to the Boards. Four
meetings were held in 2012.
The Committees agenda comprises a number of standing items. These include the Code of Business Principles (the Code), litigation
and the Unilever Sustainable Living Plan (USLP), as well as occupational safety and product safety and quality. In addition, the Committee reviews further items, such as the corporate risks which fall within its remit and a range of strategic
issues. These issues are grouped into a number of themes and reviewed on a regular basis to ensure the Committee stays abreast of current trends.
Code of Business Principles
The Committee is responsible for the oversight of the Code and associated Code Policies which set out the
standards of conduct we expect of our employees.
The Committee ensures that the Code and Code Policies remain fit for purpose and are appropriately applied. In this
regard it complements the role of the Audit Committee which considers the Code as part of its remit to review risk management.
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58 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
The Committee maintains close scrutiny of the mechanisms for compliance with the Code and Code Policies as ongoing
compliance is essential to promote and protect Unilevers values and standards, and hence the good reputation of the Group. At each meeting the Committee reviews detailed statistics on the completion of investigations into non-compliance with
the Code and Code Policies. Reporting of these statistics has been improved over the year.
Training is also an ongoing topic of review. Members of the Committee
keep abreast of the training provided to employees relating to the Code and the Code Policies. In 2012 online courses on Protecting Information, Respect, Dignity and Fair Treatment and Living the Code were rolled out.
Litigation review
The Chief Legal Officer
reports to the Committee on litigation and regulatory matters which may have a reputational impact including environmental issues, bribery and corruption compliance and competition law compliance. These matters are then also considered by the full
Boards. For further information on legal proceedings please see note 20 on page 126.
Unilever Sustainable Living Plan
The Committee monitors progress on Unilevers Sustainable Living Plan and reviews any potential risks that could affect Unilevers reputation.
Each of its meetings addresses a different element of the USLP.
The USLP is at the heart of Unilevers vision to double the size of its business while reducing
its environmental footprint and increasing its positive social impact.
In the autumn, members of the Committee were pleased to note that Unilever had incorporated
sustainability into its Virtuous Circle of Growth model as a succinct way of communicating how sustainability can deliver benefits for the business in terms of growth opportunities, cost savings and risk reduction (see page 9).
Unilevers first report on the USLP was published in April 2012 (Unilever Sustainable Living Plan: Progress Report 2011). The Committee reviewed the report and
plans for its communication.
The Committee also studied a report of Unilevers activities at Rio+20, the United Nations Conference on Sustainable Development,
in June 2012. The purpose of Unilevers participation in the summit was to raise the profile of the Unilever Sustainable Living Plan, to influence the global sustainability debate and to encourage other businesses and partners to take action on
sustainability.
The Committee reviewed research by Unilever on what influences opinion formers views of Unilever. This revealed that sustainability is an
important driver of reputation for companies in the consumer goods sector and that Unilever is well regarded for its sustainability efforts.
Safety
An analysis of occupational safety and
product safety and quality is included at each meeting. The Committee views these as extremely important topics and continues to advocate that they are allocated high priority by Unilever management. During 2012, Unilever placed particular effort on
safe travel, working with Cranfield University and other partners to develop an approach that tackles internal risks as well as collaborating with others to address external risk factors such as road safety blackspots.
Further items
The Committee reviewed the processes for managing and identifying reputational risk, particularly the risks arising from the increasing use of social media which means
information can be communicated rapidly to a worldwide audience.
Towards the end of the year, the Committee put in place an annual review of issues that are
strategically important to Unilever. This allows Committee members to see how the Group is managing the issues and how issues may change in prominence or risk over time. The first review was held early in 2013.
In 2012 a particularly important discussion centred on market regulation that affects the Groups ability to operate effectively. Compliance with differing
regulatory regimes adds complexity and cost to the business. Unilever advocates consistent principles for regulations globally to ensure consumers can enjoy our products safely, sustainably and effectively, whilst allowing Unilever to operate
efficiently on a global scale.
Evaluation of the Corporate Responsibility Committee
The Boards evaluated the performance of the Committee and the Committee carried out a self-assessment of its performance, and each have concluded the Committee is
performing effectively.
Sir Malcolm Rifkind
Chairman of the Corporate
Responsibility Committee
Louise Fresco
Hixonia Nyasulu
|
|
|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors Governance 59 |
REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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ATTENDANCE |
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|
Paul Walsh |
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6/6 |
|
Chairman of the Nominating and |
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Corporate Governance Committee
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|
Ann Fudge |
|
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6/6 |
|
Kees Storm |
|
|
6/6 |
|
Michael Treschow |
|
|
6/6 |
|
This table shows the attendance of Directors at Committee meetings for the year ended
31 December 2012. If Directors are unable to attend a meeting,
they have the opportunity
beforehand to discuss any agenda items with the Committee Chairman. Attendance is expressed as the number of meetings attended out of the number eligible to attend.
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|
Recommendation to the Boards of three potential new Non-Executive Directors |
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Focused on Board and Committee succession |
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|
Board and Committee performance evaluation process |
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|
Renaming of Board Committees and review of terms of reference |
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Reviewed relevant legislative and corporate governance changes |
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|
Reviewed relevant recommendations on diversity |
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|
Response to UK Executive Remuneration Consultations |
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|
Revised standard terms of appointment for Non-Executive Directors |
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|
Continued focus on Board and Committee succession |
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|
Review induction arrangements for new Non-Executive Directors |
Role of the Committee
The Nominating and Corporate Governance Committee (formerly the Nomination Committee) comprises three Independent Non-Executive Directors and the Chairman. It is chaired
by Paul Walsh. The other members are Ann Fudge, Kees Storm and Michael Treschow. The Group Secretary acts as secretary to the Committee.
The Committee is
responsible for evaluating the balance of skills, experience, independence and knowledge on the Board and drawing up selection criteria, ongoing succession planning and appointment procedures. Executive and Non-Executive Directors offer themselves
for election each year at the Annual General Meetings. The Nominating and Corporate Governance Committee is responsible for recommending candidates for nomination as Executive Directors (including the Chief Executive Officer) and Non-Executive
Directors each year based on the process of evaluations referred to below. After Directors have been appointed by shareholders the Committee recommends to the Boards candidates for election as Chairman and Vice-Chairman/Senior Independent Director.
During the year the Committee also consulted with the Chief Executive Officer on the selection criteria and appointment procedures for senior management. It also keeps oversight of all matters relating to corporate governance, bringing any issues to
the attention of the Boards. The Committees Terms of Reference are contained in The Governance of Unilever and are also available on our website at
www.unilever.com/investorrelations/corp_governance.
Process for the appointment of Directors
Unilever has formal procedures for the evaluation of the Boards, the Board Committees and the
individual Directors. The Chairman, in conjunction with the Vice-Chairman/Senior Independent Director, leads the process whereby the Boards assess their own performance as well as interviews between the Chairman and each of the Directors to discuss
individual performance. The results of the evaluations are provided to the Committee when it discusses the nominations for re-election of Directors.
Where a vacancy
arises on the Boards, the Committee may seek the services of specialist recruitment firms and other external experts to assist in finding individuals with the appropriate skills and expertise. The Committee reviews candidates presented by the
recruitment firm, or recommended by Directors and members of the Unilever Leadership Executive, and all members of the Committee are involved in the interview process before making their recommendations to the full Boards for approval.
In nominating Directors, the Committee follows the agreed Board profile of potential Non-Executive Directors, which takes into account the roles of Non-Executive
Directors set out in the Dutch and UK Corporate Governance Codes. The Board profile, contained in The Governance of Unilever which can be found on our website at
www.unilever.com/investorrelations/corp_governance, includes that the Boards should comprise a majority of Non-Executive Directors who should be independent of
Unilever and free from any conflicts of interest. With respect to composition and qualities of the Boards, they should be in keeping with the size of Unilever, its portfolio, culture and geographical spread and its status as a listed company, with
the objective pursued by the Boards having a variety of age, gender, expertise, social background and nationality and, wherever possible, the Boards should reflect Unilevers consumer base and take into account the footprint and strategy of the
Group. The Board profile is set out opposite. The Committee also this year set out a profile for Non-Executive Directors appointed as future members of the Audit Committee. This includes experience with financial administration, accounting policies,
internal control and risk management of multinationals with share listings and up-to-date knowledge of
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60 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
financial regulations, perhaps through having been a CFO.
It is recognised that Executive Directors may be invited to become a Non-Executive Director of another company and that such an appointment, subject to the approval of
the Chairman and where relevant the Chief Executive Officer, may broaden the knowledge and experience to the benefit of the Group (see page 42 for details in the biographies). In May 2012 Jean-Marc Huët was appointed as a non-executive director
of Delta Topco Limited, a directorship which the Chairman approved because it would further benefit the Boards knowledge and experience.
Activities of the Committee during the year
The
Committee met six times in 2012. All Committee members attended the meetings they were eligible to attend. Other attendees at Committee meetings (or part thereof) were the Chief Executive Officer, the Chief HR Officer and the Group Secretary.
The Committee proposed the nomination of all Directors offering themselves for re-election at the 2012 AGMs in May 2012.
Following recommendations from the Committee, it was announced in December 2012 that the Boards will propose to shareholders the nominations of Laura Cha, Mary Ma and
John Rishton as Non-Executive Directors at the 2013 AGMs. These three candidates were chosen because they are all distinguished in their fields. They will bring knowledge and understanding of emerging markets, a prime driver of Unilevers
growth, and further strengthen the financial expertise of the Boards, which will add considerably to the business. In making these appointments the Nominating and Corporate Governance Committee was supported by an independent executive search firm,
Russell Reynolds Associates, chosen by the Committee and which had been engaged to identify suitable candidates for the roles required. The Committee has approved an extensive induction programme for the three candidates which involves meeting with
all members of the ULE and other relevant senior managers to obtain a thorough understanding of the business.
The Committee undertook a review of the terms of
reference of the Board Committees with a view to changing the names and scope of the current Committees, with reference to Dutch, UK and US best practice, whilst ensuring compliance with respective guidelines. The changes were approved by the Board
and as a result the Committee will now be called the Nominating and Corporate Governance Committee.
The Board recognises the benefits of diversity
throughout the Group, including gender balance. The Committee reviewed and considered relevant recommendations on diversity and is pleased that we already have 25% female representation on the Boards and that two female Non-Executive Directors are
nominated for election at the 2013 AGMs. However, Unilever feels that gender is only one part of diversity, and Unilever Directors will continue to be selected on the basis of their wide-ranging experience, backgrounds, skills, knowledge and
insight.
The Committee reviewed and discussed the proposals for executive directors sitting on remuneration committees. The Committee ensured that this was included
in the ongoing debate through the CBI employers association and through the General Counsel 100 network. The Committee also discussed and approved a response submitted by the Chairman to the UK Department of Business, Innovation and Skills
(BIS) consultation on shareholder voting rights.
The Committee revised the standard terms of appointment for Non-Executive Directors. It now contains provisions to promote
the success of the company in accordance with the latest requirements of UK and Dutch company law and best practice guidelines and updated language on tenure of appointment, termination and fees. As at the date of the 2013 AGMs, all (re-)appointed
Non-Executive Directors will sign up to the revised terms of appointment.
For our internal board evaluation this year, Unilever used Thinking Board, the
web-based governance self-assessment service from Independent Audit. This provided an added external perspective when considering our approach and Independent Audit challenged us on the questions used and helped us to analyse the results. Further
information on this evaluation can be found on pages 47 and 48, the results of which were discussed at the December 2012 Board Meetings. During 2012 the Chairman followed-up with the external consultant who carried out our 2011 Board evaluation, on
the recommendations from the evaluation, and the conclusions were that the actions identified had been progressed efficiently.
The Boards evaluated the performance
of the Committee and the Committee carried out a self-assessment of its performance, and each has concluded the Committee is performing effectively.
Paul Walsh
Chairman of the Nominating and Corporate
Governance Committee
Ann Fudge
Kees Storm
Michael Treschow
Profile of Unilevers Boards of Directors
Desired expertise and experience
In view of Unilevers objectives and activities, it is important that the Boards have sufficient financial literacy, have at least one financial
expert and are composed in such a way that the following expertise and experience are present in one or more of its members:
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Executive management experience and knowledge of corporate governance issues at main board level with a company comparable in size and international spread of activities with multiple stock exchange listings;
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Understanding of human resources and remuneration in large international companies; |
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Experience with financial administration, accounting policies and internal control; |
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Risk management of multinationals with share listings; |
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Understanding of the markets where Unilever is active; |
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Experience in and understanding of the fast moving consumer goods (FMCG) market; |
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Knowledge of marketing and commercial expertise; |
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Awareness of corporate social responsibility issues; and |
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Experience with R&D in those fields where Unilever is active. |
Profile
This profile guides the Nominating and Corporate Governance Committee and the Boards on the occasion of the
nomination of Directors. It is reviewed and updated by the Boards periodically.
|
|
|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors Governance 61 |
DIRECTORS REMUNERATION REPORT
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ATTENDANCE |
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|
Paul Walsh |
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7/7 |
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Chairman of the Compensation and |
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|
|
Management Resources Committee |
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|
|
|
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Ann Fudge |
|
|
6/7 |
|
Kees Storm |
|
|
6/7 |
|
Michael Treschow |
|
|
7/7 |
|
This table shows the attendance of Directors at Committee meetings for the
year ended 31 December 2012. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chairman. Attendance is expressed as the number of meetings attended out of the number
eligible to attend.
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No changes have been made to the remuneration policy during the year |
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We have reviewed and amended the structure of our Directors Remuneration Report to make it clearer and more transparent for shareholders |
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Review of the remuneration policy, and in particular the performance metrics for the long-term incentive arrangements, to ensure that it remains aligned with Unilevers short- and long-term
strategy |
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Consider the introduction of an all-employee share scheme |
Dear shareholders,
Our new look Directors Remuneration Report
I am pleased to present our Directors Remuneration Report (Report) for the 2012 financial year. At Unilever one of our aims is to be a market leader in the field of
corporate governance. We have therefore reviewed the format and layout of our 2012 Directors Remuneration Report with the aim of making it clearer and easier to understand for shareholders while still providing a high standard of information.
We have also taken steps to take account, as far as practicable, of the draft revised remuneration reporting regulations provided by the Department of Business, Innovation and Skills (BIS) in the UK.
In order to ensure that we were meeting our aims of simplicity and transparency we consulted our largest shareholders in the UK and the Netherlands and their feedback
has been instrumental in shaping this Report.
No changes to our remuneration policy
We have made no changes to our remuneration policy in 2012. The Committee has continued to monitor the structure and operation of our executive pay arrangements,
including having regular dialogue with our largest shareholders, to ensure that they remain appropriate and continue to incentivise executives to deliver the business strategy. In last years Report, we noted that we would be reviewing the
performance metrics for our long-term incentive plans to ensure that they support the delivery of a long-term sustainable business. The Committee has decided to make no changes to performance metrics at this stage but plans to continue to review
long-term performance metrics during 2013.
2012 reward outcomes
Unilever has made strong progress this year towards its vision of doubling in size while reducing its environmental footprint and increasing its positive social impact.
The business has delivered outstanding underlying sales and volume growth, particularly in emerging markets, while continuing to improve its core operating margin. Diluted earnings per share increased by 5% in 2012 to 1.54 with core earnings per share increasing by 11% to 1.57. During the year we also made strong progress
against our Unilever Sustainable Living Plan (USLP) goals, further embedding the purpose of sustainable living across the business.
In view of this financial
success, the quality of performance and their personal contribution, the Committee decided that it was appropriate to award a maximum bonus of 200% of base salary to the CEO (100% of maximum) and a bonus of 147% of base salary to the CFO (98% of
maximum). The Committee also assessed three-year performance against 2010 Global Share Incentive Plan (GSIP) targets and determined that awards should vest at 109% of target opportunity (54.5% of maximum).
The CEOs salary will be increased by 3.6% with effect from 1 January 2013 which is below the average increase in the Unilever Group and the CFOs salary
remains unchanged for 2013.
Paul Walsh
Chairman of the Compensation and
Management Resources Committee
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62 Report of the Directors Governance |
|
Unilever Annual Report and Accounts 2012 |
Supporting the delivery of our strategy through remuneration arrangements
Our business vision is to double the size of Unilever while reducing our environmental footprint and increasing our positive social impact through a focus on our brands,
our operations and our people. Remuneration is one of the key tools that we have as a business to help us to motivate our people to achieve our goals.
Our remuneration arrangements are designed to support our business vision and the implementation of our strategy.
The key elements of our remuneration package for Executive Directors are summarised below:
The package has been designed based on the following key principles:
Paying for performance
The focus of our package is on variable pay based on annual and long-term performance. Performance-related elements are structured so that target levels
are competitive, but Executive Directors can only earn higher rewards if they exceed the ongoing standards of performance that Unilever requires.
Aligning performance metrics with strategy
The performance metrics for our annual and long-term plans have been
selected to support our business strategy and the ongoing enhancement of shareholder value through a focus on increasing sales value and volume, improving margin, growing earnings and generating returns for shareholders.
Delivering sustainable performance
Acknowledging that success is not only measured by delivering financial returns, we also consider the quality of performance in terms of business results
and leadership, including corporate social responsibility and progress against the USLP, when determining rewards.
To ensure that remuneration
arrangements fully support our sustainability agenda, the personal performance goals for the CEO under the annual bonus include USLP targets.
Alignment with shareholder interests
The majority of the package for our Executive Directors is delivered in Unilever
shares to ensure that the interests of executives are aligned with shareholders. This is further supported by significant shareholding requirements ensuring that a substantial portion of each Executive Directors personal wealth is linked
to Unilevers share price performance.
Non-Executive Directors are also encouraged to build up their personal holding of Unilever shares to
ensure alignment with shareholders interests.
Paying competitively
The overall remuneration package offered to Executive Directors is sufficiently competitive to attract and retain highly experienced and talented
individuals, without paying more than is necessary.
Preventing inappropriate risk-taking
The Committee believes that Unilevers risk management process provides the necessary control to prevent inappropriate
risk-taking. When the Committee reviews the structure and levels of performance-related pay for Executive Directors and other members of the Unilever Leadership Executive (ULE), it considers whether these might encourage behaviours that are
incompatible with the long-term interests of Unilever and its shareholders or that may raise any environmental, social or governance risks. Where necessary, the Committee would take appropriate steps to address this.
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|
Unilever Annual Report and Accounts 2012 |
|
Report of the Directors Governance 63 |
DIRECTORS REMUNERATION REPORT continued
The key elements of the remuneration for Executive Directors are:
Fixed elements base salary and fixed allowance
Linked to short-term performance annual bonus
Linked to long-term performance MCIP and GSIP
The following section sets out Unilevers 2013
remuneration policy which remains unchanged from previous years.
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Element |
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Purpose and link to
strategy |
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Operation |
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Opportunity |
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Performance metrics |
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Changes made to
policy |
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Supporting information |
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Base salary |
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Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. |
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Set by the Boards on the recommendation of the Committee and generally reviewed once a year against three reference points:
(i) peers in other global companies of a similar financial size (market capitalisation and turnover)
and complexity to Unilever, taking into consideration factors such as the number of employees, human capital complexity and international nature of the business*;
(ii) the individuals skills, experience and performance; and
(iii) pay and conditions across the wider organisation.
Base salaries may be reviewed more often than annually in exceptional circumstances.
Base salary changes are usually effective from 1 January. |
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Unilevers policy is to set the reference point for all Executive Director salaries at around median against
an appropriate peer group and then to set individual base salary levels at an appropriate level relative to that reference point by taking into consideration the individuals skills, experience and performance.
The Boards, on the proposal of the Committee, apply that approach to manage the base salary levels of
the Executive Directors. |
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n/a |
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None |
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For 2013, base salaries for Executive Directors are:
CEO £1,010,000 CFO £714,000 |
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Fixed allowance |
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Provides a competitive alternative to the provision of itemised benefits and pension.
Simplifies the package.
Delinks increases in benefits and allowances from increases in base salary.
Paid in cash. |
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The fixed allowance is reviewed periodically by the Committee against market benchmarks based on other companies
of a similar size and complexity in line with the approach to base salary. Changes in the fixed
allowance are usually effective from 1 January. |
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Unilevers policy is to set the reference point for fixed allowances at or below median
against an appropriate peer group and then to make as few variations as possible based on individual circumstances.
The Boards, on the proposal of the Committee, apply that approach to manage the fixed allowances of the Executive Directors. |
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n/a |
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None |
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For 2013, fixed allowances for Executive Directors are:
CEO £250,000
CFO £300,000
For the CFO, this includes housing allowance, which is being phased out to nil in 2015. At current rates the CFOs fixed allowance will be reduced to £260,000
per annum in 2014 and to £220,000 per annum in 2015. |
* |
For 2012, the peer group included: Anglo American, AstraZeneca, BASF, Bayer, BHP Billiton, BMW, BP, British American Tobacco, BT, Carrefour, Centrica, Daimler, GlaxoSmithKline, Imperial Tobacco, Metro, National
Grid, Nestlé, Novartis, Peugeot, Rio Tinto, Roche, Royal Dutch Shell, Sanofi, Siemens, Tesco, ThyssenKrupp, Total, Vodafone, Volkswagen and Xstrata. The peer group used for benchmarking purposes is reviewed at appropriate intervals to ensure
it remains appropriate. |
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64 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
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Element |
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Purpose and link to
strategy |
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Operation |
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Opportunity |
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Performance metrics |
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Changes made to policy |
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Supporting information |
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Other benefits plus pension |
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Provides certain benefits on a cost-effective basis. |
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Provision of death, disability and medical insurance cover and actual tax return preparation costs.
Unilever will also pay the CEOs social security obligation in the CEOs country of
residence to protect him against the difference between the employee social security obligations in his country of residence versus the UK.
In line with the commitments made to the CEO upon recruitment, he also receives a conditional supplemental pension accrual to compensate him for the arrangement forfeited
on leaving his previous employer. This supplemental pension accrual is conditional on the CEO remaining in employment with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to
retirement. |
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Social security obligation in CEOs country of residence dependent on earnings in year.
Conditional supplemental pension accrual capped from 2012 onwards at 12% of the lower of actual base
salary or 2011 base salary (£920,000) plus 3% pa. |
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n/a |
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None |
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For 2013, the accrual for the CEOs conditional supplemental pension will be capped at £117,123.
For details of benefits provided during 2012 see page 77. |
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Annual bonus |
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The annual bonus has been designed to support our business strategy and the ongoing enhancement of shareholder value through a
focus on the delivery of annual financial, strategic and operational objectives. |
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Unilever targets set annually to ensure they are appropriately stretching for the delivery of threshold, target
and maximum performance. Payouts, determined by the Committee, depend on actual performance
against targets, the quality of results and performance against personal performance goals.
Annual bonuses may be subject to clawback in the event of a significant downward revision of the financial results of the Group.
Unless otherwise determined by the Committee, Executive Directors are required to invest at least 25%
of their annual bonus into the MCIP (see page 66]. |
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Target bonus opportunities (as percentage of base salary) are:
CEO 120%
other Executive Directors 100%
Maximum bonus opportunities (as percentage of base salary) are:
CEO 200%
other Executive Directors 150% |
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Annual bonus awards are based on: actual performance against Unilever targets, the quality of
results and performance against personal performance goals. Performance metrics are selected
to support the annual business strategy and the enhancement of shareholder value. Unilever
targets and personal performance goals for the Executive Directors are set by the Committee on an annual basis and may be changed as appropriate. |
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None |
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For 2013 bonuses, financial performance will be assessed against the following metrics:
underlying sales growth (1/3);
underlying volume growth (1/3); and
core operating margin improvement (1/3).
In determining annual bonus awards the Committee also assesses the delivery against personal
performance goals and the quality of performance; in terms of both business results and leadership, including corporate social responsibility and progress against the delivery of USLP goals. |
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Unilever Annual Report and Accounts
2012 |
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Report of the Directors Governance 65 |
DIRECTORS REMUNERATION REPORT continued
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Element |
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Purpose and link to
strategy |
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Operation |
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Opportunity |
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Performance metrics |
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Changes made to
policy |
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Supporting information |
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Management
Co-Investment Plan
(MCIP) The key terms of the MCIP were approved by shareholders at the 2010
AGM. |
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The MCIP encourages senior management to shift their focus firmly towards the sustained
delivery of high performance results over the longer term by requiring them to invest at least 25% of their annual bonus in Unilevers shares and hold those shares for at least 3 years.
These shares can earn additional matching shares to the extent that long-term performance
targets are met. |
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Executive Directors are required to buy Unilevers shares out of their after-tax annual bonus. They must
invest at least 25% and may invest up to 60% of the value of their gross annual bonus in Unilevers shares (investment shares) and receive a corresponding number of performance-related shares (matching shares), which will vest only after three
years subject to: Unilevers
performance against long-term MCIP targets over the next three years; continued employment; and
maintenance of the underlying investment shares.
Awards under the MCIP may be subject to clawback in the event of a significant downward
revision of the financial results of the Group. Awards under the MCIP are subject to
ultimate remedy whereby the Committee may adjust awards where the result is considered unfair. |
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Vesting of the matching shares ranges between 0% and 150% of the grant level, dependent on
actual performance against long-term MClP targets. As such, the maximum award of matching shares
for the CEO and CFO (as a percentage of base salary), assuming a maximum bonus, maximum deferral under the MCIP and maximum performance under the MCIP, would be 180% of base salary and 135% of base salary respectively. |
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The Committee sets three-year performance targets for each MClP matching share award and may change these for
future awards as the Committee considers appropriate. Performance metrics are
linked to Unilevers clearly stated growth ambition and our long-term business strategy. |
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None |
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Performance metrics for 2013 awards which are measured over the three-year period 2013-2015 are described under
the GSIP on page 67. The Committee considers that using the same performance metrics across both
the MCIP and GSIP is appropriate, as the performance metrics used reflect our key strategic goals and maintain the alignment of our incentive plans to delivering our clearly stated growth ambition. Given that we use four different performance
metrics, the Committee believes that the proportion of remuneration linked to each performance condition is not excessive. |
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66 Report of the Directors Governance |
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Unilever Annual Report and Accounts 2012 |
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Element |
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Purpose and link to
strategy |
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Operation |
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Opportunity |
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Perform |