Unilever 2006 Annual Report Download - page 41

38 Unilever Annual Report and Accounts 2006
Report of the Directors (continued)
Corporate governance (continued)
Routine business committees
Committees are also set up to conduct routine business as and
when they are necessary. They comprise any two of the Directors
and certain senior executives and officers. They administer or
implement certain matters previously agreed by our Boards or the
Group Chief Executive. The Joint Secretaries are responsible for
the operation of these committees.
Disclosures Committee
The Boards have set up a Disclosures Committee which is
responsible for helping the Boards ensure that financial and
other information that ought to be disclosed publicly is disclosed
in a timely manner and that the information that is disclosed
is complete and accurate. The Committee comprises the
Deputy Chief Financial Officer, the Joint Secretaries and the
Group Treasurer.
Directors – Various formal matters
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
adjusted capital and reserves of PLC, as defined in its Articles of
Association, without the approval of shareholders (any exceptions
requiring an ordinary resolution).
The Articles of Association of NV and PLC do not require Directors
of NV or Directors of PLC to hold shares in NV or PLC. However,
the remuneration arrangements applicable to our Executive
Directors require our Executive Directors to build and retain a
personal shareholding in Unilever equal to at least 150% of their
annual base pay.
Directors – Indemnification
Directors’ indemnification, including the terms thereof, is provided
for in Article 19 of NV’s Articles of Association. The power to
indemnify directors is provided for in PLC’s Articles of Association.
Deeds of indemnity have been issued to all PLC Directors.
Appropriate Directors’ and Officers’ liability insurance is in place
for all Unilever Directors.
Directors – Conflicts of interest
We attach special importance to avoiding conflicts of interest
between on the one hand NV and PLC and on the other hand
their Directors. The Boards are responsible for ensuring that there
arerules in place to avoid conflicts of interest by Boardmembers.
Shareholder matters
Relations with shareholders and other investors
Webelieve it is important both to explain our business
developments and financial results to investors and to understand
their objectives.
The Chief Financial Officer has lead responsibility for investor
relations, with the active involvement of the Group Chief
Executive. They are supported by our Investor Relations
department which organises presentations for analysts and
investors. 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/investorcentre.
The Boards are regularly briefed on reactions to the 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, and do, raise issues directly with the
relevant Executive Director or the Chairman and, if appropriate,
arelevant Non-Executive Director or the Senior Independent
Director.
Both NV and PLC communicate with their respective shareholders
through 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 major new proposals to our AGMs.
General Meetings of shareholders
The business to be conducted at the AGMs of NV and PLC is set
out in the separate Notices of AGM for NV and PLC. It includes
appointment of Directors, declaration/approval of final dividend,
appointment of external auditors, approval of changes to the
Articles of Association, and authorisation for the Boards to
allot and repurchase shares, and to restrict pre-emptive rights
of shareholders.
At the AGMs, a full account is given of the progress of the
business over the last year and thereis a review 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.
General Meetings of shareholders of NV and PLC are held at
times and places decided by our Boards. NV meetings areheld in
Rotterdam and PLC meetings are held in London on consecutive
days. The notices calling the meeting normally go out more than
thirty days prior to the meetings and include further information
on how to gain access to the AGMs and how to vote by proxy.
We welcome our external auditors to the AGMs and they are
entitled to address the meetings.
We are committed to efforts to establish more effective ways
of communication with our shareholders around the AGMs.
Electronic communication is becoming an important medium for
shareholders, providing ready access to shareholder information
and reports, and for voting purposes.
NV was one of the founders of the Dutch Shareholders’
Communication Channel. NV shareholders participating in the
Dutch Shareholders’ Communication Channel are able to appoint
electronically a proxy to vote on their behalf at the NV AGM and
NV shareholders who wish to participate should contact their
bank or broker.Shareholders of PLC in the United Kingdom can
choose to receive electronic notification that the Annual Review,
Annual Report and Accounts and Notice of AGMs have been
published on our website, instead of receiving printed copies,
and can also electronically appoint a proxy to vote on their behalf
at the AGM. Registration for electronic communication by
shareholders of PLC can be made at
www.unilever.com/shareholderservices.