Unilever 2000 Annual Report Download - page 116

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114
Unilever Annual Report & Accounts and Form 20-F 2000 Shareholder Information
Control of Unilever
following the recommendations of the Committee of
Corporate Governance, the board of directors has confirmed
that shareholders may propose resolutions if
• they individually or together hold 1% of the issued
capital, or
• they hold shares or depository receipts worth at least
Fl. 500 000.
They must submit the request at least sixty days before the
date of the General Meeting, and it will be honoured unless,
in the opinion of the board of directors, it is against the
interests of the company.
Under United Kingdom company law,
• shareholders who together hold shares representing at
least 5% of the total voting rights of PLC; or
• at least 100 shareholders who hold on average £100
each in nominal value of PLC capital
can require PLC to propose a resolution at a General
Meeting.
There are no limitations on the right to hold NV and PLC
shares.
Directors
The directors of NV are able to vote on transactions in which
they are materially interested so long as they are acting in
good faith. In general PLC directors cannot vote in respect
of contracts in which they know they are materially
interested, unless, for example, their interest is shared with
other shareholders and employees.
The borrowing pow ers of NV directors are not limited by the
Articles of Association of NV. PLC directors have the power
to borrow up to three times the Adjusted Capital and
Reserves of PLC without the sanction of an ordinary
resolution.
The Articles of Association of NV and PLC do not require
directors of NV, or full-time employed directors of PLC, to
hold shares in NV or PLC. Directors of PLC w ho are not
employed full-time by NV or PLC must hold either £1 000
in nominal value of PLC ordinary shares, or Fl.12 000 in
nominal value of NV ordinary shares. The remuneration
arrangements applicable to directors as employees contain
requirements for the holding and retention of shares (see
Remuneration report page 37).
Mutual guarantee of borrowings
There is a contractual arrangement between NV and PLC
under which each will, if asked by the other, guarantee the
borrowings of the other. They can also agree jointly to
guarantee the borrowings of their subsidiaries. We use this
arrangement, as a matter of financial policy, for certain
significant public borrowings. The arrangements enable
lenders to rely on our combined financial strength.
Combined earnings per share
Because of the Equalisation Agreement and the other
arrangements betw een NV and PLC w e calculate combined
earnings per share for NV and PLC (See note 31 on page 75).
We base the calculation on the average amount of NV and
PLC’s ordinary capital in issue during the year. For the main
calculation w e exclude shares w hich have been purchased
to satisfy employee share options. We also calculate a diluted
earnings per share figure, where we include these shares, as
well as certain PLC shares which may be issued in 2038
under the arrangements for the variation of the Leverhulme
Trust (see below).
The process by which we calculate earnings per share is
as follow s. First we convert the average capital of NV
and PLC into units using the formula contained in the
Equalisation Agreement: one unit equals 10.71 NV shares
or 71.43 PLC shares. We add these together to find the
total number of units of combined share capital.
Then the amount of net profit in euros which is attributable
to ordinary capital is divided by this total number of units to
find the amount per combined unit.
Finally w e convert the combined unit back into NV and PLC
ordinary shares, to show the amount per one share of each.
The amount per unit is divided by 10.71 to find the amount
per Fl. 1.12 share, and by 71.43 to find the amount per
1.4p share.
Despite the Equalisation Agreement, NV and PLC are
independent corporations, and are subject to different
laws and regulations governing dividend payments in the
Netherlands and the United Kingdom. We assume in
our combined earnings per share calculation that both
companies will be able to pay their dividends out of their
part of our profits. This has alw ays been the case in the
past, but if we did have to make a payment from one to
the other it could result in additional taxes, and reduce
our combined earnings per share.
Leverhulme Trust
The first Viscount Leverhulme was the founder of the
company which became PLC. When he died in 1925, he left
in his will a large number of PLC shares in various trusts. The
High Court of Justice in England varied these trusts in 1983,
and established two independent charitable trusts:
• the Leverhulme Trust, w hich awards grants for research
and education.
• the Leverhulme Trade Charities Trust, for the benefit of
members of trades which the first Viscount considered
to have particular associations with the business.