Form 6-K
Table of Contents

 

 

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 registrant’s 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 registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s 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 registrant’s 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-                     .

 

 

 


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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: Unilever’s global brands not meeting consumer preferences; increasing competitive pressures; Unilever’s 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 Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s 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 Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.


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ANNUAL REPORT

AND ACCOUNTS 2012

 

         

 

 

MAKING

SUSTAINABLE LIVING

COMMONPLACE

 

  

 

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2   Chairman’s statement   42   Biographies   83   Statement of Directors’ responsibilities   144   Financial calendar
4   Chief Executive Officer’s review   44   Corporate governance   84   Auditors’ reports   144   Contact details
6   Operational highlights   56   Report of the Audit Committee   86   Consolidated income statement   145   Website
8   Our Compass strategy   58   Report of the Corporate Responsibility Committee   87   Consolidated statement of comprehensive income   145   Share registration
9   Our business model           145   Publications
10   Unilever Sustainable Living Plan   60   Report of the Nominating and Corporate Governance Committee   87   Consolidated statement of changes in equity   148   Index
12   Winning with brands and innovation            
16   Winning in the market place   62   Directors’ Remuneration Report   88   Consolidated balance sheet    
20   Winning through continuous improvement       89   Consolidated cash flow statement    
24   Winning with people       90   Notes to the consolidated financial statements    
28   Financial review 2012            
36   Risks       132   Company accounts    

 

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CHAIRMAN’S 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.

Unilever’s 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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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 year’s agreed actions is found within the Corporate Governance report.

Shareholder return

2012 has been yet another reliable year under our dividend policy. Unilever’s 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 Unilever’s 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 Unilever’s growing reputation as a business committed to sustainable and equitable growth.

 

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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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CHIEF

EXECUTIVE

OFFICER’S

REVIEW

  

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 world’s markets resulting in commodity cost rises significantly in excess of expectations. The threat of the world’s 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 world’s 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.

 

  

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 Unilever’s growth in 2012. We delivered on our white space market strategy too. The launch of TRESemmé in Brazil last year was one of Unilever’s 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 Knorr’s 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 General’s 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 world’s 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

 

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Paul Polman

Chief Executive Officer

 

 

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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.

 

 

  Turnover is up 10.5% at 51.3 billion with net acquisitions contributing 1.1% and currency changes 2.2%
  Underlying sales growth of 6.9% is well balanced between volume +3.4% and price +3.3%
  Emerging markets grew underlying sales by 11.4%, now representing 55% of turnover
 

 

KEY FINANCIAL INDICATORS*

 

 

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KEY NON-FINANCIAL INDICATORS

 

 

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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.

 

*  Further details of our key financial indicators can be found in our Financial review starting on page 28.

 

  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.

 

¯  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).

 

  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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OUR COMPASS

STRATEGY

 

 

 

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OUR

BUSINESS

MODEL

 

 

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.

 

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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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UNILEVER

SUSTAINABLE

LIVING PLAN

  

 

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With 7 billion people on our planet, the earth’s 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:

 

  Help more than a billion people to improve their health and well-being.
  Halve the environmental footprint of our products.
  Source 100% of our agricultural raw materials sustainably and enhance the livelihoods of people across our value chain.

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.

 

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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 world’s 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 TRESemmé’s 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.

 

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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 d’Or ice cream range in December 2011. The Carte d’Or products were made to premium recipes and marketed accordingly – creating additional value per serving. In just over six months, Carte d’Or sales grew profitably to represent some 25% of the premium segment.

 

 

 

Some

25%

 

of premium segment in Russia achieved by Carte d’Or in just over six months from launch

 

 

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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 lower greenhouse gas emissions in their manufacture and

 

  

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

 

  

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, we’re 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 they’re 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 cost but very effective mobile technology helps them sell the

 

  

 

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

 

Local relevance with low-cost business models

One of Unilever’s 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, Pond’s is a premium brand that’s 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.

 

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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. Unilever’s 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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Operational excellence

Enterprise Support, Unilever’s 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 Unilever’s 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).

It’s 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.

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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

 

 

 

 

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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 people—and 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 brand’—has 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 In’s 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
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WINNING WITH PEOPLE continued

 

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

  

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 Keizai’s 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 Campaign’s 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

 

 

 

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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.

 

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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.

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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 Lifebuoy’s handwashing campaign, bringing hygiene benefits to millions of people and contributing to the brand’s 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

   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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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:

  underlying sales growth;
  underlying volume growth;
  core operating margin; and
  free cash flow.

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.
 

 

Unilever Annual Report and Accounts 2012   Report of the Directors About Unilever                29


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FINANCIAL REVIEW 2012 continued

 

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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

  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.
  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.
  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

  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.
  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.
  In tea, innovation improved growth momentum in particular in emerging markets, such as Russia, Arabia and India.

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.
  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.
  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.
  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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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

 

 

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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

Unilever’s 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 Unilever’s consolidated financial statements. Information concerning guarantees given by the Group is stated in note 16A on page 117.

Finance and liquidity

The Group’s 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.

 

 

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LOGO

 

 

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 Treasury’s 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 PLC’s 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


Table of Contents

FINANCIAL REVIEW 2012 continued

 

LOGO

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);
  free cash flow; and
  net debt.

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.

 

 

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LOGO

 

 

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 Group’s 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


Table of Contents

 

RISKS

 

 

LOGO

The following discussion of the risk outlook and our principal risk management activities includes ‘forward-looking’ statements that reflect Unilever’s 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 Unilever’s 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.

 

 

    

 

Description of risk

 

         

What we are doing to manage the risk

 

    
   

 

Consumer Preference

 

          
   

As a branded goods business, Unilever’s 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 Unilever’s 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, Unilever’s 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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LOGO

 

 

    

 

Description of risk

 

       

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 Unilever’s market share in the affected category, which could adversely affect Unilever’s 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

 

        
   

Unilever’s strategic investment choices will determine the long-term growth and profits of our business.

 

Unilever’s 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.

 

Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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

 

 

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Table of Contents

RISKS continued

 

 

    

 

Description of risk

 

       

What we are doing to manage the risk

 

    
   
   

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

 

        
   

Unilever’s 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. Unilever’s information systems could be subject to unauthorised access which disrupts Unilever’s 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.

 

   

 

 

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LOGO

 

 

    

 

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 Unilever’s 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 Unilever’s 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 Unilever’s 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


Table of Contents

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 Unilever’s credit rating, impair investor confidence and also restrict Unilever’s 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.

 

Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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


Table of Contents

LOGO

 

 

Our Risk Appetite and Approach to Risk Management

Risk management is integral to Unilever’s strategy and to the achievement of Unilever’s 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 Unilever’s 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 Unilever’s 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

Unilever’s 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.

Unilever’s 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


Table of Contents

 

BIOGRAPHIES

 

 

LOGO

 

 

 

 

 

 

 

 

Michael Treschow

  Kees Storm  

Paul Polman

 

Jean-Marc Huët

Chairman

  Vice-Chairman and Senior Independent  

Chief Executive Officer

 

Chief Financial Officer

  Director  

Executive Director

 

Executive Director

 

 

 

 

 

 

 

Nationality Swedish Age 69

  Nationality Dutch Age 70  

Nationality Dutch Age 56

 

Nationality Dutch Age 43

Appointed Chairman May 2007

 

Appointed May 2006

 

Appointed CEO January 2009

 

Appointed CFO February 2010

Committee membership: Nominating

  Committee membership:  

Appointed Director October 2008

 

Appointed Director May 2010

& Corporate Governance, Compensation

  Audit, Nominating & Corporate  

Key areas of prior experience:

 

Key areas of prior experience:

& Management Resources

  Governance, Compensation  

Finance, consumer, sales/marketing

 

Finance, consumer

Key areas of prior experience:

  & Management Resources  

Current external appointments:

 

Current external appointments:

Consumer, science & technology

  Key areas of prior experience: Finance  

Non-executive director, The Dow

 

Non-executive director, Delta

Current external appointments:

 

Current external appointments:

 

Chemical Company. President,

 

Topco Limited

Non-executive director, ABB Group. Chairman, Dometic group.   Chairman, supervisory board, and audit  

Kilimanjaro Blind Trust. Vice-chairman,

 

Previous relevant experience:

Board member, Knut and Alice

  committee member, KLM Royal Dutch  

executive committee, World Business

 

Executive vice president and chief

Wallenberg Foundation. Member of the

  Airlines N.V. Member, supervisory  

Council for Sustainable Development

 

financial officer, Bristol-Myers Squibb

European Advisory, Eli Lilly and Company

  board, AEGON N.V. Chairman and audit  

Previous relevant experience:

 

Company 2008-2009. Non-executive

Previous relevant experience:

  committee member, Anheuser-Busch  

Procter & Gamble Co. 1979-2001, group

 

director, Mead Johnson Nutrition 2009.

Chairman, Telefonaktiebolaget L M

  InBev S.A. Board member and audit  

president Europe and officer, Procter &

 

Chief financial officer, Royal Numico

Ericsson 2002-2011. Chairman, AB

  committee member, Baxter  

Gamble Co. 2001-2006. Chief financial

 

NV 2003-2007. Investment Banking,

Electrolux 2004-2007, Confederation

  International, Inc. Vice-chairman,  

officer, Nestlé S.A. 2006-2008. Director,

 

Goldman Sachs International 1993-2003.

of Swedish Enterprise 2004-2007. CEO,

  supervisory board, Pon Holdings B.V.  

Alcon Inc 2006-2008. Executive vice

 

Clement Trading 1991-1993

AB Electrolux 1997-2002, Atlas Copco

 

Previous relevant experience:

 

president and zone director for the

 

1991-1997

  Chairman, executive board, AEGON  

Americas 2008

 
  N.V. 1993-2002    

 

 

 

 

 

 

 

Louise Fresco

  Ann Fudge  

Charles E Golden

 

Byron E Grote

Non-Executive Director

  Non-Executive Director  

Non-Executive Director

 

Non-Executive Director

 

 

 

 

 

 

 

Nationality Dutch Age 61

  Nationality American Age 61  

Nationality American Age 66

 

Nationality American/British Age 64

Appointed May 2009

  Appointed May 2009  

Appointed May 2006

 

Appointed May 2006

Committee membership:

  Committee membership: Nominating  

Committee membership: Audit

 

Committee membership:

Corporate Responsibility

  & Corporate Governance, Compensation  

Key areas of prior experience: Finance

 

Audit (Chairman)

Key areas of prior experience:

  & Management Resources  

Current external appointments:

 

Key areas of prior experience: Finance

Science/technology, academia

  Key areas of prior experience:  

Non-executive director Indiana

 

Current external appointments:

Current external appointments:

  Consumer, sales/marketing  

University Health, Hill-Rom Holdings,

 

Executive vice president, Corporate

Professor of international

  Current external appointments:  

Eaton Corporation and the Lilly

 

Business Activities, BP p.l.c.

development and sustainability

  Non-executive director, Infosys,  

Endowment. Member of finance

 

Previous relevant experience: Chief

at the University of Amsterdam.

  Novartis AG, General Electric Co.  

committee, Indianapolis Museum

 

financial officer, BP p.l.c. 2002-2011.

Supervisory director, RABO Bank.

  Chairman, US Programs Advisory  

of Art

 

Member, UK Business – Government

Member, Social and Economic

  Panel of Gates Foundation. Honorary  

Previous relevant experience:

 

Forum on Tax and Globalisation 2008-

Council of the Netherlands (SER)

  director of Catalyst. Member, Foreign  

Executive vice-president, chief

 

2010. Vice-chairman, UK Government’s

Previous relevant experience: Director

  Affairs Policy Board, U.S. State  

financial officer and director,

 

Public Services Productivity Panel

of research (1997-1999) and assistant

  Department. Member, finance  

Eli Lilly and Company 1996-2006

 

1998-2000

director-general for agriculture (2000-

  committee of Harvard University    

2006), the Agriculture Department

  Previous relevant experience:    

of the UN’s Food and Agriculture

  Non-executive director, Buzzient Inc.    

Organisation (FAO), president of the

  2010-2013. Chairman & CEO, Young &    

Advisory Council, Research on Nature

  Rubicam 2003-2006. Various positions    

and Environment, vice-chair, Council

  at General Mills 1977-1986, Kraft General    

of the United Nations University

  Foods 1986-2001    

 

 

 

 

 

 

 

Sunil Bharti Mittal

  Hixonia Nyasulu  

Sir Malcolm Rifkind

 

Paul Walsh

Non-Executive Director

  Non-Executive Director  

Non-Executive Director

 

Non-Executive Director

 

 

 

 

 

 

 

Nationality Indian Age 55

  Nationality South African Age 58  

Nationality British Age 66

 

Nationality British Age 57

Appointed May 2011

  Appointed May 2007  

Appointed May 2010

 

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:  

Key areas of prior experience:

 

Compensation & Management

Current external appointments:

  Sales/marketing  

Government, legal and

 

Resources (Chairman)

Founder, chairman and group CEO,

  Current external appointments:  

regulatory affairs

 

Key areas of prior experience: Finance,

Bharti Enterprises. Prime Minister’s

  Director, Barloworld Ltd.  

Current external appointments:

 

consumer, sales/marketing

Council on Trade & Industry (India).

  Member, advisory board of  

Non-executive director, Adam

 

Current external appointments:

Member, Board of SoftBank, Carnegie

  JP Morgan S.A. Beneficiary,  

Smith International and Continental

 

Chief executive officer and director,

Endowment, International

  Sequel Property Investments  

Farmers Group plc

 

Diageo PLC. Non-executive director,

Telecommunication Union, Harvard

  Previous relevant experience:  

Previous relevant experience:

 

FedEx Corporation Inc. and Avanti

University’s Global Advisory Council,

  Chairman, Sasol Ltd, Ithala  

A Queen’s Counsel. Served in

 

Communications Group PLC.

Harvard Business School’s Dean’s

  Development Finance Corporation.  

Cabinets of Margaret Thatcher

 

Ambassador, Business Ambassador

Advisory Board. Commissioner of

  Deputy chairman, Nedbank Limited.  

and John Major, last position

 

Network, adviser to the Department of

Broadband Commission at ITU.

  Non-executive director, AVI Ltd  

being that of Foreign Secretary

 

Energy and Climate Change. Member,

Previous relevant experience:

     

International Business Leaders Forum.

Non-executive director, Standard

     

Previous relevant experience:

Chartered Bank PLC; president,

     

Chief operating officer, Diageo plc

Confederation of Indian Industry

     

2000. CEO, The Pilsbury Company.

     

Non-executive director, Centrica plc

 

 

 

 

 

 

 

 

 

42                Report of the Directors Governance   Unilever Annual Report and Accounts 2012


Table of Contents

LOGO

 

 

 

LOGO

For Paul Polman and Jean-Marc Huët see page 42

 

 

 

 

 

 

 

 

Doug Baillie

  Professor Geneviève Berger  

David Blanchard

 

Kevin Havelock

Chief HR Officer

  Chief Science Officer  

Chief Category R&D Officer

 

Refreshment

 

 

 

 

 

 

 

Nationality British Age 57

  Nationality French Age 58  

Nationality British Age 48

 

Nationality British Age 55

Appointed Chief HR Officer in

  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

  director, Smith & Nephew plc 2010-  

Previous Unilever posts include:

 

Previous Unilever posts include:

of Western Europe in May 2008.

  2012. Chairman of the Health Advisory  

Senior Vice President for Unilever

 

Chairman, Unilever Arabia and

Joined Unilever 1978

  Board for the European Commission;  

Research & Development. Chairman

 

President Unilever USA

Previous Unilever posts include:

  Professor at the University of Paris  

of Unilever Canada Inc. SVP Marketing

 

CEO Hindustan Unilever Limited;

  and La Pitié-Salpêtriére Teaching  

Operations Foods America. VP R&D

 

Group-Vice President South Asia 2006;

  Hospital; and director general of  

for Global Dressings. Director of

 

Group Vice-President – Africa, Middle

  the French Centre National de la  

Product Development for Margarine

 

East & Turkey 2005; President Africa

  Recherche Scientifique  

and Spreads

 

Regional Group 2004; National Manager

  Current external appointments:    

Unilever South Africa 2000

  Non-executive director,    

Current external appointments:

  AstraZeneca PLC    

Board member, Synergos

     

 

 

 

 

 

 

 

Alan Jope

  Kees Kruythoff  

Dave Lewis

 

Harish Manwani

North Asia

  North America  

Personal Care

 

Chief Operating Officer

 

 

 

 

 

 

 

Nationality British Age 48

  Nationality Dutch Age 44  

Nationality British Age 47

 

Nationality Indian Age 59

Appointed to ULE November 2011.

  Appointed to ULE November 2011.  

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;

  Executive vice president Brazil 2008;  

President, Americas; Chairman,

 

President Asia Africa. Joined Unilever

Global Category Leader for SCC and

  Chairman of Unilever Foods South  

Unilever UK and Ireland; Managing

 

1976. Non-Executive Chairman,

Dressings; Chief operating officer and

  Africa 2004; and a member of the board  

Director, UK home and personal care

 

Hindustan Unilever

subsequently president of Unilever’s

  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  

Eastern Europe; Managing Director and

 

Europe 2008; and Group President, Home

president, Personal Care Thailand

  directors, Enactus; Board member, USA  

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

   

Current external appointments: Non-

 

of Business; non-executive director,

   

executive director, British Sky

 

Whirlpool Corporation; board member,

   

Broadcasting Group PLC

 

Singapore Economic Development

     

Board; board member, The Human

     

Capital Leadership Institute

 

 

 

 

 

 

 

Antoine de Saint-Affrique

  Pier Luigi Sigismondi  

Ritva Sotamaa

 

Keith Weed

Foods

  Chief Supply Chain Officer  

Chief Legal Officer

 

Chief Marketing and

Communication Officer

 

 

 

 

 

 

 

Nationality French Age 48

  Nationality Italian Age 47  

Nationality Finnish Age 49

 

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  

Electric - GE Healthcare (the most recent

 

Home Care & Hygiene; Chairman of

Executive Vice President Unilever Central

  President of Operations for A T Kearney  

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,

  member, GS1  

Instrumentarium Corporation

 

executive director, Sun Products

Danone Group/PAI 1997-2000

     

Corporation; board member, Business

Current external appointments: French

     

in the Community International Board,

State Foreign Trade Adviser, Comité

     

World Economic Forum Consumer

National des Conseillers du Commerce

     

Industry Board

Extérieur de la France; non-executive

     

director, Essilor International

     

 

 

 

 

 

 

 

Jan Zijderveld

     

Europe

     

 

     

Nationality Dutch Age 48

     

Appointed to ULE February 2011.

     

Joined Unilever 1988

     

Previous Unilever posts include:

     

Executive Vice President South East Asia

     

and Australasia; Chairman of Unilever

     

Middle East North Africa; Chairman of

     

Nordic ice cream business; Marketing

     

Director Italy; European Olive Oil

     

Category Director; and General Manager

     

– Sauces and Dressings Europe

     

Current external appointments:

     

Board member, AIM, FoodDrinkEurope,

     

Pepsi/Unilever Lipton JV; board member

     

and co-chair, ECR Europe (Efficient

     

Consumer Response); member, Groupe

     

d’Ouchy; member, Dutch Advisory

     

Council, INSEAD

     

 

     

 

Unilever Annual Report and Accounts 2012   Report of the Directors Governance                43


Table of Contents

 

CORPORATE GOVERNANCE

 

 

LOGO

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 FRC’s 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 Unilever’s ongoing success and my leadership of the Boards plays a significant role. The following governance report includes descriptions of Unilever’s 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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    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
    2012 internal Board evaluation concluded that the Boards continue to operate effectively
    International locations for Board meetings, providing Directors with a greater understanding of local businesses and their customers
    Continued engagement with shareholders and stakeholders
    Consideration of changes to Dutch and UK Corporate Governance Codes

 

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LOGO 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

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Effectiveness

The effectiveness of Unilever’s 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 Unilever’s 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 Unilever’s 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.

 

 

 

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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 Unilever’s growth, and further strengthen the financial expertise of the Boards. With three Non-Executive Directors due to reach Unilever’s 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 Chairman’s 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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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 Unilever’s 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:

  oversight of the performance of the business;
  review of risks and controls;
  authorisation of major transactions;
  declaration of dividends;
  convening of shareholders’ meetings;
  nominations for Board appointments;
  approval of Directors’ remuneration policy;
  review of the functioning of the Boards and their Committees; and
  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.

 

      Main
Board
 

Michael Treschow(a)

     9/9   

Kees Storm

     9/9   

Paul Polman(b)

     9/9   

Jean-Marc Huët(b)

     9/9   

Louise Fresco

     9/9   

Ann Fudge

     8/9   

Charles Golden

     7/9   

Byron Grote

     9/9   

Sunil B Mittal

     6/9   

Hixonia Nyasulu

     9/9   

Sir Malcolm Rifkind

     9/9   

Paul Walsh

     9/9   

(a) Chairman

(b) Executive Director

 

 

 

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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 Unilever’s 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 Unilever’s 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 PLC’s 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, Unilever’s business, environmental, social and corporate governance, regulatory developments and investor relations matters. In 2012 the Board knowledge sessions were on digital strategy, Unilever’s Foods strategy and the supply chain.

A procedure is in place to enable Directors, if they so wish to seek independent advice at Unilever’s expense.

Board evaluation

Unilever’s 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 Chairman’s 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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Date

 

  

 

Action

    

 

Progress

   
   
    2012 evaluation     (internal)    Shape the meeting agendas to enable Directors to bring more of their personal experience and insight to the discussions      2013 agendas structured around strategic priorities and operational topic areas rather than being weighted towards category and geographical performance    
   
       Directors to receive more regular feedback from the Chairman on their personal contributions      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    
   
       Enhance the ways of working for the Committees      Information flows from management have been defined and priorities for each Committee agreed for the year    
   
       Further interaction between Non-Executive Directors and Senior Executives around site visits or otherwise      Time to be built into personal and Board agendas throughout the year for Non-Executive Directors to interact with Senior Executives    
   
        

Greater periodic review by the Board of historic decisions taken and actions agreed

 

    

More frequent periodic reviews of historic decisions taken and actions agreed to be built into the agendas

 

   
   

 

2011 evaluation (external)

  

 

Build some sessions into the agenda during which the Directors can share experiences on a specific topic

    

 

Strategic discussions have been expanded to include ‘blue sky’ thinking around topics influenced by Unilever’s strategy including e-commerce, Eurozone and looking ahead to 2020

   
   
        

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

 

     Meetings are now concluded with a summary by the Chairman of key decisions and actions taken    
   

 

2010 evaluation (internal)

  

 

Increase Board representation from China and India

    

 

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

   
   
       Consider using electronic methods of receiving Board meeting materials      Unilever now uses an online tool for dissemination of Board meeting materials with no hard copy meeting packs now being produced    
   
       Meetings to focus more on gaining knowledge/experience from the Directors rather than simply providing them with information      Presentations are now shorter to allow more time for feedback from Directors and discussion between Directors    
   
         Continue to hold important educational sessions     

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:

  supervision of, and advice to, the Chief Executive Officer;
  developing strategy with the Chief Executive Officer;
  scrutiny of performance of the business and the Chief Executive Officer;
  oversight of risks and controls;
  reporting of performance;
  remuneration of and succession planning for Executive Directors; and
  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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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 PLC’s Articles of Association, without the approval of shareholders (by way of an ordinary resolution).

Indemnification

The terms of Directors’ indemnification are provided for in NV’s Articles of Association. The power to indemnify Directors is provided for in PLC’s 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 Unilever’s 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.

 

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Tonia Lovell

Group Secretary

 

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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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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 NV’s and PLC’s 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 NV’s 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 NV’s or PLC’s 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, PLC’s 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

Unilever’s 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 PLC’s 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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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 Foundation’s 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.

 

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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.

NV’s 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 PLC’s Articles of Association so that there are no restrictions on its objects.

NV’s and PLC’s 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.

 

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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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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 year’s 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:

  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’;
  the information concerning Unilever’s 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 NV’s General Meeting of shareholders, and the authority and rights of NV’s 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 NV’s 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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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 Unilever’s practice to bring acquired companies within the Group’s 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 Unilever’s 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 Group’s 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 Group’s 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 Unilever’s Annual Report on Form 20-F.

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NV’s issued share capital on 31 December 2012 was made up of:

  274,356,432 split into 1,714,727,700 ordinary shares of 0.16 each;
  1,028,568 split into 2,400 ordinary shares numbered 1 to 2,400 known as special shares; and
  81,454,014 split into two classes (6% and 7%) of cumulative preference shares (‘financing preference shares’).

The voting rights attached to NV’s outstanding shares are split as follows:

 

     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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PLC’s issued share capital on 31 December 2012 was made up of:

  £40,760,420 split into 1,310,156,361 ordinary shares of 31/9p each; and
  £100,000 of deferred stock.

The total number of voting rights attached to PLC’s outstanding shares is as follows:

 

     Total number of votes     % of issued capital  

1,310,156,361 ordinary shares

    1,310,156,361 (a)      99.76   

£100,000 deferred stock

    3,214,285        0.24   
(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 PLC’s issued ordinary share capital and pursuant to section 570 of the UK Companies Act, to disapply pre-emption rights up to approximately 5% of PLC’s 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 PLC’s 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.

 

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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.

 

      Class of shares    Total number
of shares
     % of issued
capital
     Nominal value
of shares
 

ING

  

Ordinary shares

     3,920,989         0.23         627,358   
  

7% Cumulative preference shares

     20,665         71.26         8,856,399   
  

6% Cumulative preference shares

     74,088         46.0         31,751,894   

ASR

  

Ordinary shares

     2,913,322         0.17         466,132   
    

6% Cumulative preference shares

     46,000         28.56         19,714,220   

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, PLC’s 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.

 

Title of

class

   Name of holder    Number of
shares held
     Approximate
% held
 

Deferred

        

Stock

  

Naamlooze Vennootschap

     50,000         50   
   Elma United Holdings Limited      50,000         50   

Ordinary shares

   BlackRock, Inc.      74,570,243         5   
    

Trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust

     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, PLC’s 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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REPORT OF THE AUDIT COMMITTEE

 

 

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      ATTENDANCE  
Byron Grote      7/7   

Chairman of the Audit Committee

  
  
Charles Golden      7/7   
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
    Review of the 2011 Annual Report & Accounts
    Review of the Group’s dividend policy
    Assessment of the debt crisis and Unilever’s response
    Review of pension costs
    Review of IT systems, developments and controls
    Review of commodity risk management
    Review of legal proceedings, competition,
anti-bribery and regulatory matters
    Review of corporate risks for which the Audit Committee had oversight in 2012

 

 

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    Review of management’s improvements to reporting and internal financial control arrangements
    Ongoing assessment of new regulatory requirements for Audit Committees with respect to reporting and governance
    Continual assessment of the corporate risks for which the Audit Committee has oversight and related mitigation/response plans
    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 Committee’s 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 Committee’s responsibilities include, but are not limited to, the following matters with a view to bringing any relevant issues to the attention of the Boards:

  the integrity of Unilever’s 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 Committee’s 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;
  business combinations;
  pension obligations;
  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 Unilever’s overall approach to risk management and control, and its processes, outcomes and disclosure. It reviewed:

 

 

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  the Controller’s 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 management’s 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 Unilever’s 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 Audit’s audit plan for the year and agreed its budget and resource requirements. It reviewed interim and year-end summary reports and management’s 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, Unilever’s 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 management’s 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 Unilever’s 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 Unilever’s 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;
  valuation services;
  actuarial services;
  internal audit; and
  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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REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE

 

 

 

LOGO

 

      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.

 

 

LOGO

 

    Scrutiny of Unilever’s Code of Business Principles
    Monitoring of Unilever’s anti-bribery framework
    Review of the Unilever Sustainable Living Plan: Progress Report 2011
    Analysis of Unilever’s safe travel standard

 

 

LOGO

 

    Compliance with Code of Business Principles by third parties
    Progress on the Unilever Sustainable Living Plan
    Product quality

 

Terms of reference

The Corporate Responsibility Committee (previously the Corporate Responsibility and Reputation Committee) oversees Unilever’s conduct as a responsible multinational business. The Committee is also charged with ensuring that Unilever’s 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 Unilever’s 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 Committee’s meetings.

The Committee’s discussions are informed by the perspectives of the Group’s 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 Unilever’s senior leadership on its sustainability strategy. The second is the Unilever Sustainable Living Plan Steering Team – the group of Unilever’s 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 Committee’s 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 Committee’s 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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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 Unilever’s 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 Unilever’s Sustainable Living Plan and reviews any potential risks that could affect Unilever’s reputation. Each of its meetings addresses a different element of the USLP.

The USLP is at the heart of Unilever’s 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).

Unilever’s 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 Unilever’s activities at Rio+20, the United Nations Conference on Sustainable Development, in June 2012. The purpose of Unilever’s 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 Group’s 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

 

 

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REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 

 

LOGO

      ATTENDANCE  
Paul Walsh      6/6   

Chairman of the Nominating and

  

Corporate Governance Committee

 

  
Ann Fudge      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.

 

 

LOGO

 

    Recommendation to the Boards of three potential new Non-Executive Directors
    Focused on Board and Committee succession
    Board and Committee performance evaluation process
    Renaming of Board Committees and review of terms of reference
    Reviewed relevant legislative and corporate governance changes
    Reviewed relevant recommendations on diversity
    Response to UK Executive Remuneration Consultations
    Revised standard terms of appointment for
Non-Executive Directors

 

 

LOGO

 

    Continued focus on Board and Committee succession
    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 Committee’s 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 Unilever’s 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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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 Unilever’s 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 Unilever’s Boards of Directors

Desired expertise and experience

In view of Unilever’s 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:

    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;
    Understanding of human resources and remuneration in large international companies;
    Experience with financial administration, accounting policies and internal control;
    Risk management of multinationals with share listings;
    Understanding of the markets where Unilever is active;
    Experience in and understanding of the fast moving consumer goods (FMCG) market;
    Knowledge of marketing and commercial expertise;
    Awareness of corporate social responsibility issues; and
    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.

 

 

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DIRECTORS’ REMUNERATION REPORT

 

 

LOGO

      ATTENDANCE  
Paul Walsh      7/7   

Chairman of the Compensation and

  

Management Resources Committee

  
  
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.

 

 

LOGO

    No changes have been made to the remuneration policy during the year
    We have reviewed and amended the structure of our Directors’ Remuneration Report to make it clearer and more transparent for shareholders

 

 

LOGO

    Review of the remuneration policy, and in particular the performance metrics for the long-term incentive arrangements, to ensure that it remains aligned with Unilever’s short- and long-term strategy
    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 year’s 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 CEO’s 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 CFO’s salary remains unchanged for 2013.

Paul Walsh

Chairman of the Compensation and

Management Resources Committee

 

 

 

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LOGO

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.

 

LOGO

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:

 

LOGO

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 Unilever’s 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 Unilever’s 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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DIRECTORS’ REMUNERATION REPORT continued

 

 

LOGO

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 Unilever’s 2013 remuneration policy which remains unchanged from previous years.

 

   

 

Element

              

 

Purpose

and link to

strategy

 

       

 

Operation

       

 

Opportunity

       

 

Performance metrics

  

 

Changes

made to

policy

 

       

 

Supporting

information

 
    Base salary          Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy.      

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 individual’s 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.

     

Unilever’s 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 individual’s 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.

      n/a    None      

For 2013, base salaries for Executive Directors are:

 

• CEO – £1,010,000

• CFO – £714,000

                                                                   
   

Fixed allowance

              

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.

 

       

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.

       

Unilever’s 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.

        n/a    None        

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 CFO’s 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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Element

      

 

Purpose

and link to

strategy

 

       

 

Operation

       

 

Opportunity

       

 

Performance metrics

  

 

Changes

made to

policy

       

 

Supporting

information

    
   
    Other benefits plus pension      Provides certain benefits on a cost-effective basis.      

Provision of death, disability and medical insurance cover and actual tax return preparation costs.

 

Unilever will also pay the CEO’s social security obligation in the CEO’s 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.

     

Social security obligation in CEO’s 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.

      n/a    None      

For 2013, the accrual for the CEO’s conditional supplemental pension will be capped at £117,123.

 

For details of benefits provided during 2012 see page 77.

    
                                                                
    Annual bonus        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.        

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].

 

       

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%

       

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.

   None        

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.

    

 

 

Unilever Annual Report and Accounts 2012

  Report of the Directors Governance                65


Table of Contents

DIRECTORS’ REMUNERATION REPORT continued

 

 

 

   

 

Element

      

 

Purpose

and link to

strategy

 

      

 

Operation

       

 

Opportunity

       

 

Performance metrics

 

 

Changes

made to

policy

      

 

Supporting

information

    
   
   

Management

Co-Investment

Plan (MCIP)

 

The key terms of the MCIP were approved by shareholders at the 2010 AGM.

      

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 Unilever’s 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.

      

Executive Directors are required to buy Unilever’s 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 Unilever’s shares (investment shares) and receive a corresponding number of performance-related shares (matching shares), which will vest only after three years subject to:

 

•  Unilever’s 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.

 

       

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.

       

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 Unilever’s clearly stated growth ambition and our long-term business strategy.

  None       

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.

    

 

 

66                Report of the Directors Governance   Unilever Annual Report and Accounts 2012


Table of Contents

LOGO

 

 

 

   

 

Element

       

 

Purpose

and link to

strategy

 

       

 

Operation

       

 

Opportunity

       

 

Perform