Unilever 2014 Annual Report Download - page 9
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Please find page 9 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.SHAREHOLDER PROPOSED RESOLUTIONS
Shareholders of NV may propose resolutons f they ndvdually
or together hold at least 1% of NV’s ssued captal n the form of
shares or depostary recepts ssued for NV shares Shareholders
who together represent at least 10% of the ssued captal of NV
can also requston Extraordnary eneral Meetngs to deal wth
specfc resolutons
Shareholders of PL may propose resolutons f they ndvdually
or together hold shares representng at least 5% of the total votng
rghts of PL, or 100 shareholders who hold on average £100 each
n nomnal value of PL share captal can requre PL to propose
a resoluton at a eneral Meetng PL shareholders holdng n
aggregate 5% of the ssued PL ordnary shares are able to
convene a eneral Meetng of PL
REQUIRED MAJORITIES
Resolutons are usually adopted at NV and PL eneral
Meetngs by an absolute maorty of votes cast, unless there are
other requrements under the applcable laws or NV’s or PL’s
Artcles of Assocaton For example, there are specal
requrements for resolutons relatng to the alteraton of the
Artcles of Assocaton, the lqudaton of NV or PL and the
alteraton of the Equalsaton Agreement
A proposal to alter the Artcles of Assocaton of NV can only
be made by the NV Board A proposal to alter the Artcles of
Assocaton of PL can be made ether by the PL Board or by
requston of shareholders n accordance wth the UK ompanes
Act 2006 Unless expressly specfed to the contrary n PL’s
Artcles of Assocaton, PL’s Artcles of Assocaton may be
amended by a specal resoluton Proposals to alter the provsons
n the Artcles of Assocaton of NV and PL respectvely relatng
to the unty of management requre the pror approval of meetngs
of the holders of the NV specal ordnary shares and the PL
deferred stock The Artcles of Assocaton of both NV and PL
can be found on our webste
wwwunlevercom/corporategovernance
RIHT TO HOLD SHARES
Unlever’s consttutonal documents place no lmtatons on the
rght to hold NV and PL shares There are no lmtatons on the
rght to hold or exercse votng rghts on the ordnary shares of
NV and PL mposed by Dutch or Englsh law
ORPORATE OVERNANE OMPLIANE
ENERAL
We conduct our operatons n accordance wth nternatonally
accepted prncples of good governance and best practce,
whlst ensurng complance wth the corporate governance
requrements applcable n the countres n whch we operate
Unlever s subect to corporate governance requrements
(legslaton, codes and/or standards) n the Netherlands, the
UK and the US and n ths secton we report on our complance
aganst these
MATERIAL ONTRATS
Under the European Takeover Drectve as mplemented n the
Netherlands and the UK, the UK ompanes Act 2006 and rules of
the US Securtes and Exchange ommsson, Unlever s requred
to provde nformaton on contracts and other arrangements
essental or materal to the busness of the roup Other than the
Foundaton Agreements referred to on page 41, we beleve we do
not have any such contracts or arrangements
THE NETHERLANDS
NV comples wth almost all of the prncples and best
practce provsons of the Dutch orporate overnance ode
(Dutch ode), whch s avalable on the ommsse orporate
overnance’s webste
wwwcommssecorporategovernancenl
Statements requred by the Dutch ode and explanatons of the
NV complance poston are set out below
Non-Fnancal Performance Indcator In determnng the level
and structure of the remuneraton of the Executve Drectors,
among other thngs, the results, the share prce performance
and non-fnancal ndcators relevant to the long-term obectves
of the ompany, wth due regard for the rsks to whch varable
remuneraton may expose the enterprse, shall be taken nto
account (bpp II23)
Unlever places a great deal of mportance on corporate
responsblty and sustanablty and s keen to ensure focus on key
fnancal performance measures whch we beleve to be the drvers
of shareholder value creaton and relatve total shareholder return
Unlever therefore beleves that the nterests of the busness and
shareholders are best served by lnkng our long-term share plans
to such measures as descrbed above, and whch are further set
out n the Drectors’ Remuneraton Report, and has therefore not
ncluded a non-fnancal performance ndcator
Rsk Management and control Wth regard to fnancal reportng
rsks, as advsed by the Audt ommttee (as descrbed n ts
report on pages 56 and 57, the NV Board beleves that the rsk
management and control systems provde reasonable assurance
that the fnancal statements do not contan any errors of materal
mportance and the rsk management and control systems have
worked properly n 2014 (bpp II15) The statements n ths
paragraph are not statements n accordance wth the requrements
of Secton 404 of the US Sarbanes-Oxley Act of 2002
Retenton Perod of Shares The Dutch ode recommends that
shares granted to the Executve Drectors wthout fnancal
consderaton shall be retaned for a perod of at least fve years
or untl at least the end of the employment, f ths perod s shorter
(bpp II25)
Our remuneraton polcy requres Executve Drectors to buld and
retan a personal shareholdng n Unlever In addton, Executve
Drectors are requred to hold 100% of the shares needed to
mantan ther mnmum shareholdng requrement untl 12 months
after they leave Unlever and 50% of these shares for 24 months
after they leave Unlever
Severance Pay It s our polcy to set the level of severance
payments for Drectors at no more than one year’s salary,
unless the Boards, on the recommendaton of the ompensaton
ommttee, fnd ths manfestly unreasonable gven crcumstances
or unless otherwse dctated by applcable law (bpp II 28)
Fnancng Preference Shares The votng rghts of the 6% and 7%
cumulatve preference shares ssued by NV are based on ther
nomnal value, as prescrbed by Dutch law NV agrees wth the
prncple n the Dutch ode that the votng rghts of any newly ssued
preference shares should be based on ther economc value rather
than on ther nomnal value (bpp IV12), but cannot unlaterally
reduce votng rghts of ts outstandng preference shares
46 Unilever Annual Report and Accounts 2014Governance
ORPORATE OVERNANE ONTINUED