Unilever 2005 Annual Report Download - page 47

44 Unilever Annual Report and Accounts 2005
Corporate governance
(continued)
Depositary receipts for shares
As at 28 February 2006, the majority (around 71%) of NV’s
ordinary shares and around 34% of NV’s 7% cumulative
preference shares are held by the Foundation NV Trust Office. As
part of its corporate objects, the Foundation issues depositary
receipts in exchange for these shares. The depositary receipts of
NV ordinary shares are listed on Euronext Amsterdam, as are the
NV ordinary shares themselves, and on the stock exchanges in
Frankfurt and Zürich. The depositary receipts for the NV 7%
preference shares are listed on Euronext Amsterdam, as are the
NV 7% preference shares.
Holders of depositary receipts can under all circumstances
exchange their depositary receipts for the underlying shares (or
vice versa).
Holders of depositary receipts are entitled to dividends that are
paid on the underlying shares held by the Foundation.
Voting by holders of depositary receipts
Although the depositary receipts themselves do not formally have
voting rights, holders of depositary receipts are in practice
equated with shareholders. Holders of depositary receipts can
attend NV’s General Meetings, either personally or by proxy, and
will then automatically, without limitation and under all
circumstances receive a voting proxy on behalf of the Foundation
NV Trust Office to vote on the underlying shares.
Holders of depositary receipts not attending a shareholders’
meeting and who participate in the Dutch Shareholders’
Communication Channel can also issue binding voting
instructions to the Foundation. The Foundation is obliged to
follow these instructions. The same applies to holders of
depositary receipts that instruct the Foundation NV Trust Office
outside the Shareholders Communication Channel.
Voting by the Foundation NV Trust Office
Shares for which the Foundation NV Trust Office has not granted
voting proxies or for which it has not received voting instructions,
are voted on by the Foundation 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. Both the Articles of Association and the
Conditions of Administration can be found on
www.unilever.com/ourcompany/investorcentre. Specific provisions
apply in the event that a meeting of holders of NV preference
shares is convened.
If a change to shareholders’ rights is proposed, Foundation NV
Trust Office will let shareholders know if it intends to vote, at least
14 days in advance if possible. It will do this by advertising in the
press.
Hitherto the majority of votes cast by ordinary shareholders at NV
meetings have been cast by the trust office. Unilever and the
Foundation NV Trust Office have a policy of actively encouraging
holders of depositary receipts to exercise their voting rights in NV
meetings.
Foundation NV Trust Office’s Board
The Foundation NV Trust Office is an independent trust office
with a board independent from Unilever. The members of the
board are Mr J H Schraven (Chairman), Mr P P de Koning,
Prof Dr L Koopmans and Mr A A Olijslager.
The trust office shall report periodically, but at least once a year,
on its activities.
Foundation NV Trust Office’s shareholding
Foundation NV Trust Office’s shareholding fluctuates daily – its
holdings on 28 February 2006 were:
• NV ordinary shares of €0.51: 408 312 848 (71.44%)
• NV 7% cumulative preference shares of €453.78: 9 821 (33.87%)
• NV 6% cumulative preference shares of €453.78: 5 (0.00%)
• NV 4% cumulative preference shares of €45.38: 23 (0.00%)
Further information on Foundation NV Trust Office, its
arrangements and its activities can be found on
www.unilever.com/ourcompany/investorcentre.
Leverhulme Trust
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 157 500 000 PLC ordinary shares of
1.4p each. 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. PLC
guarantees the dividend and conversion rights of the special
shares.
The first Viscount wanted the trustees of the trusts he established
to be Directors of PLC. On 28 February 2006 the trustees of the
charitable trusts were:
• Sir Michael Angus – former Chairman
• Sir Michael Perry – former Chairman
• Mr N W A FitzGerald – former Chairman
• Dr J I W Anderson – former Director
• Dr A S Ganguly – former Director
On 28 February 2006, in their capacity as trustees of the two
charitable trusts, they held approximately 5% of PLC’s issued
ordinary capital.