Unilever 2014 Annual Report Download - page 6

The Boards currently consder all our Non-Executve Drectors
to be ndependent of Unlever Furthermore, the Boards have
determned that Byron rote’s current poston of servng on the
audt commttees of more than three publc companes does not
mpar hs ablty to effectvely serve on the Audt ommttee
We attach specal mportance to avodng conflcts of nterest
between NV and PL and ther respectve Drectors The Boards
ensure that there are effectve procedures n place to avod
conflcts of nterest by Board members If approprate,
authorsaton of stuatonal conflcts s gven by the Boards to the
relevant Drector The authorsaton ncludes condtons relatng
to keepng Unlever nformaton confdental and to the Drector’s
excluson from recevng and dscussng relevant nformaton at
Board meetngs Stuatonal conflcts are revewed annually by the
Boards as part of the determnaton of Drector ndependence In
between those revews Drectors have a duty to nform the Boards
of any relevant changes to the stuaton A Drector may not vote
on, or be counted n a quorum n relaton to, any resoluton of the
Boards n respect of any stuaton n whch he or she has a conflct
of nterest The procedures that Unlever has put n place to deal
wth conflcts of nterest operate effectvely
Unlever recognses the beneft to the ndvdual and the roup
of senor executves actng as drectors of other companes but,
to ensure outsde drectorshps of our Executve Drectors do
not nvolve an excessve commtment or conflct of nterest, the
number of outsde drectorshps of lsted companes s generally
lmted to one per Executve Drector and approval s requred
from the harman
INDEMNIFIATION
The terms of NV Drectors’ ndemnfcaton are provded for n NV’s
Artcles of Assocaton The power to ndemnfy PL Drectors s
provded for n PL’s Artcles of Assocaton and deeds of ndemnty
have been ssued to all PL Drectors Approprate qualfyng thrd
party drectors’ and offcers’ lablty nsurance was n place for all
Unlever Drectors throughout 2014 and s currently n force
In addton, PL provdes ndemntes (ncludng, where
applcable, a qualfyng penson scheme ndemnty provson)
to the Drectors of three subsdares whch each acts as trustee
of a Unlever UK penson fund Approprate trustee lablty
nsurance s also n place
OUR SHARES
NV SHARES
SHARE APITAL
NV’s ssued share captal on 31 December 2014 was made up of
• 274,356,432 splt nto 1,714,727,700 ordnary shares of
016 each
• 1,028,568 splt nto 2,400 ordnary shares numbered 1 to
2,400 known as specal shares and
• 81,454,014 splt nto two classes (6% and 7%) of cumulatve
preference shares (fnancng preference shares)*
* These shares are ncluded wthn labltes (note 15)
LISTINS
NV has lstngs of shares and depostary recepts for shares on
Euronext Amsterdam and of New York Regstry Shares on the
New York Stock Exchange
VOTIN RIHTS
NV shareholders can cast one vote for each 016 nomnal captal
they hold Therefore, the votng rghts attached to NV’s
outstandng shares are splt as follows
Total number of votes % of ssued captal
1,714,727,700 ordnary shares 1,714,727,700(a) 7689
2,400 specal shares 6,428,550 029
161,060 6% cumulatve
preference shares 431,409,276(b) 1934
29,000 7% cumulatve
preference shares 77,678,313(c) 348
As at 31 December 2014
(a) 141,560,629 shares were held n treasury and 12,368,368 shares were
held to satsfy oblgatons under share-based ncentve schemes
(b) 37,679 6% cumulatve preference shares were held n treasury
(c) 7,562 7% cumulatve preference shares were held n treasury
The specal shares and the shares under (a), (b) and (c) are not voted on
SHARE ISSUES AND BUY BAKS
NV may ssue shares not yet ssued and grant rghts to subscrbe
for shares only pursuant to a resoluton of the eneral Meetng
or of another corporate body desgnated for such purpose by a
resoluton of the eneral Meetng At the NV AM held on
14 May 2014 the Board was desgnated as the corporate body
authorsed to resolve on the ssue of, or on the grantng of rghts
to subscrbe for, shares not yet ssued and to restrct or exclude
the statutory pre-empton rghts that accrue to shareholders
upon ssue of shares, on the understandng that ths authorty s
lmted to 10% of the ssued share captal of NV, plus an addtonal
10% of the ssued share captal of NV n connecton wth or on
the occason of mergers, acqustons or strategc allances
At the 2014 NV AM the Board of NV was also authorsed to cause
NV to buy back ts own shares or depostary recepts thereof,
wth a maxmum of 10% of ssued share captal, ether through
purchase on a stock exchange or otherwse, at a prce, excludng
expenses, not lower than 001 (one euro cent) and not hgher
than 10% above the average of the closng prce of the shares on
the Euronext stock exchange n Amsterdam for the fve busness
days before the day on whch the purchase s made
These authortes expre on the earler of the concluson of the
2015 NV AM or the close of busness on 30 June 2015 (the last
date by whch NV must hold an AM n 2015) Such authortes are
renewed annually and authorty wll be sought at NV’s 2015 AM
Durng 2014 Unlever group companes purchased 7,304,993 NV
New York Regstry Shares, each representng one NV ordnary
share wth a nomnal value of 016 for 2275 mllon to facltate
grants made n connecton wth ts employee compensaton
programmes Ths represents 0426% of the called-up share
captal of NV No NV 6% cumulatve preference shares nor NV 7%
cumulatve preference shares were purchased by Unlever group
companes durng 2014 Further nformaton on ths and on NV
shares held by an employee share trust can be found n note 4 to
the consoldated accounts on pages 98 and 99
NV SPEIAL ORDINARY SHARES
The NV specal ordnary shares may only be transferred to one
or more other holders of such shares The ont holders of these
shares are NV Elma and Unted Holdngs Lmted, whch are
subsdares of NV and PL respectvely The Boards of NV Elma
and Unted Holdngs Lmted comprse the members of the
Nomnatng and orporate overnance ommttee
TRUST OFFIE
The Foundaton Unlever NV Trust Offce (Stchtng
Admnstratekantoor Unlever NV) s a trust offce wth a board
ndependent of Unlever As part of ts corporate obects, the Trust
43Unilever Annual Report and Accounts 2014 Governance