Unilever 2014 Annual Report Download - page 19
Download and view the complete annual report
Please find page 19 of the 2014 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.ATTENDANE
Byron rote 7 / 8
Chairman of the Audit Committee
Mary Ma 8 / 8
Hxona Nyasulu 8 / 8
John Rshton 8 / 8
This table shows the membership of the Committee together with their
attendance at meetings during 2014 If Drectors are unable to attend
a meetng, they have the opportunty beforehand to dscuss any agenda
tems wth the ommttee harman Attendance s expressed as the
number of meetngs attended out of the number elgble to be attended
• Revew of the Annual Report & Accounts
• Oversght of transton to the new
external audtors
• Revew of management’s mprovements to
reportng and nternal control arrangements
• Revew of Unlever’s maor change programmes
• Revew of IT securty and data prvacy
• Ongong assessment of new regulatory
requrements for audt commttees wth respect
to reportng and governance
• Revew of Unlever’s maor change programmes
• Revew of non-fnancal KPIs
• Revew of IT securty and reslence
• Impact of new global tax regulatons
OMMITTEE MEMBERS AND ATTENDANE
HIHLIHTS OF 2014
PRIORITIES FOR 2015
MEMBERSHIP OF THE OMMITTEE
The Audt ommttee s comprsed only of ndependent
Non-Executve Drectors wth a mnmum requrement of three
such members It s chared by Byron rote The other members
are Mary Ma, Hxona Nyasulu and John Rshton For the purposes
of the US Sarbanes-Oxley Act of 2002 Byron rote s the Audt
ommttee’s fnancal expert The Boards have satsfed
themselves that the current members of the Audt ommttee
are competent n fnancal matters and have recent and relevant
experence Other attendees at ommttee meetngs (or part
thereof) were the hef Fnancal Offcer, hef Audtor, roup
ontroller, hef Legal Offcer, roup Secretary and the external
audtor Throughout the year the ommttee members perodcally
met wthout others present and also held separate prvate
sessons wth the hef Fnancal Offcer, hef Audtor and the
external audtor, allowng the ommttee to dscuss any ssues
n more detal drectly
ROLE OF THE OMMITTEE
The role and responsbltes of the Audt ommttee are set out
n wrtten terms of reference whch are revewed annually by
theommttee takng nto account relevant legslaton and
recommended good practce The terms of reference are contaned
wthn ‘The overnance of Unlever’ whch s avalable on our
webste at wwwunlevercom/corporategovernance The
ommttee’s responsbltes nclude, but are not lmted to,
the followng matters wth a vew to brngng any relevant ssues
to the attenton of the Boards
• Oversght of the ntegrty of Unlever’s fnancal statements
• Revew of Unlever’s quarterly and annual fnancal statements
(ncludng clarty and completeness of dsclosure), and
approval of the quarterly tradng statements for quarter 1 and
quarter 3
• Oversght of rsk management and nternal control arrangements
• Oversght of complance wth legal and regulatory requrements
• Oversght of the external audtors’ performance, obectvty,
qualfcatons and ndependence the approval process of
non-audt servces recommendaton to the Boards of ther
nomnaton for shareholder approval and approval of ther
fees, refer to note 25 on page 128
• The performance of the nternal audt functon and
• Approval of Unlever Leadershp Executve (ULE) expense
polcy and revew of Executve Drector expenses
In order to help the ommttee meet ts oversght responsbltes,
each year management organse knowledge sessons for the
ommttee on subect areas wthn ther remt In 2014, sessons
on corporate governance and reportng updates and cyber
securty were held
HOW THE OMMITTEE HAS DISHARED ITS RESPONSIBILITIES
Durng the year, the ommttee’s prncpal actvtes were as follows
FINANIAL STATEMENTS
The ommttee revewed the quarterly fnancal press releases
together wth the assocated nternal quarterly reports from the hef
Fnancal Offcer and the Dsclosure ommttee, and wth respect
to the half-year, and full-year results the external audtors’ reports,
pror to ther publcaton They also revewed the Annual Report
and Accounts and Annual Report on Form 20-F These revews
ncorporated the accountng polces and sgnfcant udgements
and estmates underpnnng the fnancal statements as dsclosed
wthn note 1 on pages 88 and 89 Partcular attenton was pad to the
followng sgnfcant ssues n relaton to the fnancal statements
• Revenue recognton – estmaton of dscounts, ncentves on
sales made durng the year, refer to note 2 on page 90
• Drect tax provsons and contngences, refer to note 6 on pages
100 to 102
• Indrect tax provsons and contngences, refer to note 19 on
page 123
The external audtors have agreed the lst of sgnfcant ssues
dscussed by the Audt ommttee
For each of the above areas the ommttee consdered the key
facts and udgements outlned by management Members of
management attended the secton of the meetng of the ommttee
where ther tem was dscussed to answer any questons or
challenges posed by the ommttee The ssues were also
dscussed wth the external audtor and further nformaton can
be found on page 80 The ommttee was satsfed that there are
relevant accountng polces n place n relaton to these sgnfcant
ssues and management have correctly appled these polces
At the request of the Board the ommttee consdered whether
the 2014 Annual Report and Accounts was far, balanced and
understandable and whether t provded the necessary
nformaton for shareholders to assess the roup’s performance,
busness model and strategy The ommttee were satsfed that,
taken as a whole, the 2014 Annual Report and Accounts s far,
balanced and understandable
56 Unilever Annual Report and Accounts 2014Governance
REPORT OF THE
AUDIT OMMITTEE