Unilever 2005 Annual Report Download - page 51

48 Unilever Annual Report and Accounts 2005
The Code of Ethics applies to the senior executive, financial and
accounting officers and comprises the standards prescribed by the
US Securities and Exchange Commission (SEC), and a copy has
been posted on our website at
www.unilever.com/investorcentre/corpgovernance. The Code of
Ethics comprises an extract of the relevant provisions of Unilever’s
Code of Business Principles and the more detailed rules of
conduct that implement it. The only amendment to these pre-
existing provisions and rules that was made in preparing the Code
of Ethics was made at the request of the Audit Committee and
consisted of a strengthening of the explicit requirement to keep
proper accounting records. No waiver from any provision of the
Code of Ethics was granted to any of the persons falling within
the scope of the SEC requirement in 2005.
We are required by US securities laws and the Listing Standards of
the New York Stock Exchange, with effect from 1 August 2005,
to have an Audit Committee that satisfies Rule 10A-3 under the
Exchange Act and the Listing Standards of the New York Stock
Exchange. We are fully compliant with these requirements.
We are also required to disclose any significant ways in which our
corporate governance practices differ from those typically
followed by US listed companies. In addition to the information
we have given you in this document about our corporate
governance arrangements, further details are provided in
The Governance of Unilever, which is on our website at
www.unilever.com/investorcentre/corpgovernance.
We are fully compliant with the Listing Standards of the New York
Stock Exchange applicable to foreign issuers. Our corporate
governance practices do not significantly differ from those
followed by US companies listed on the New York Stock
Exchange. However, the New York Stock Exchange listing
standards for US issuers require that all members of the
Nomination Committee must (but not foreign issuers such as
Unilever) be independent. Our Chairman is not independent and
he is a member of the Nomination Committee.
The changes we have made in 2005, in particular with the
appointment of a Group Chief Executive on the Board and the
creation of a Unilever Executive that is immediately below Board
level, have brought our arrangements closer to those of a typical
model for US issuers, where the most senior executives draw their
authority primarily from their corporate office rather than their
appointment, if any, as a director. However, the situation remains
that the laws in the Netherlands and the UK only give limited
recognition to the existence of any corporate officer other than
that of a Director.
We would also confirm that it is our practice, in accordance with
our home country laws and practices, to give our shareholders the
opportunity to vote on equity compensation plans.
Corporate governance
(continued)