Unilever 2004 Annual Report Download - page 64

Unilever Annual Report and Accounts 2004 61
Corporate governance
(continued)
Communication Channel (see page 58), you will receive a proxy
form enabling you to authorise and instruct Nedamtrust to vote at
the NV shareholders’ meeting on your behalf. Nedamtrust is
obliged to follow these instructions.
For shares for which Nedamtrust does not receive instructions,
Nedamtrust’s Board decides on the best way to vote the NV
ordinary and preference shares it holds at shareholders’ meetings
in such a way as it deems to be in the interests of the holders of
the Nedamtrust certificates. Specific provisions apply in case a
meeting of holders of preference shares is convened.
If a change to shareholders’ rights is proposed, Nedamtrust will
let shareholders know if it intends to vote, at least 14 days in
advance if possible. It will do this by advertising in the press.
As a holder of Nedamtrust certificates, you can exchange your
Nedamtrust certificate at any time for the underlying ordinary or
preference share (or vice versa).
Hitherto the majority of votes cast by ordinary and preference
shareholders at NV meetings have been cast by Nedamtrust.
Nedamtrust’s NV shareholding fluctuates daily – its holdings on
25 February 2005 were:
• Ordinary shares of €0.51: 427 507 885 (73.05%)
• 7% Cumulative Preference Shares of €453.78: 9 820 (33.86%)
• 6% Cumulative Preference Shares of €453.78: 6 (0.00%)
• 4% Cumulative Preference Shares of €45.38: 23 (0.00%)
In order to further comply with the Dutch Corporate Governance
Code (see page 64) Nedamtrust will call a meeting of holders of
Nedamtrust certificates in 2005 and propose certain changes.
Further information can be found on Unilever's website
www.unilever.com/ourcompany/investorcentre/ and in the notice
of that meeting.
Requirements and compliance – general
Unilever is subject to corporate governance requirements in the
Netherlands, the United Kingdom and the United States. We took
the different perspectives of these various rules into account in
preparing the preceding description of our Board arrangements.
The changes we made to our corporate governance arrangements
at the NV and PLC Annual General Meetings in 2004 consisted of
the appointment of Non-Executive Directors to join our Executive
Directors on our existing single-tier boards for NV and PLC. This
board structure is not the one most familiar to either our
shareholders in the Netherlands, where a two-tier board has been
customary, or our shareholders in the US, where the most senior
executives draw their authority primarily from their corporate
office rather than their appointment, if any, as a Director.
Nevertheless, we believe that these changes, when added to our
suitably updated existing procedures, mean that NV and PLC
comply both in the letter as well as the spirit of almost all of the
applicable requirements.
When the will trusts were varied in 1983, the interests of the
beneficiaries of his will were also preserved. Four classes of special
shares were created in Margarine Union (1930) Limited, a
subsidiary of PLC. One of these classes can be converted at the
end of the year 2038 into 157 500 000 PLC ordinary shares of
1.4p each. These convertible shares replicate the rights which the
descendants of the first Viscount would have had under his will.
This class of the special shares only has a right to dividends in
specified circumstances, and no dividends have yet been paid.
PLC guarantees the dividend and conversion rights
of the special shares.
The first Viscount wanted the trustees of the trusts he established
to be Directors of PLC. On 25 February 2005 the trustees of the
charitable trusts were:
• Sir Michael Angus – former Chairman
• Sir Michael Perry – former Chairman
• Mr N W A FitzGerald – former Chairman
• Dr J I W Anderson – former Director
• Dr A S Ganguly – former Director
On 25 February 2005, in their capacity as trustees of the two
charitable trusts, they held approximately 5.39% of PLC’s issued
ordinary capital.
N.V. Nederlandsch Administratie- en Trustkantoor
(Nedamtrust)
Nedamtrust is an independent trust company under the
Netherlands’ law, which has an agreement with NV to issue
depositary receipts against NV shares. We do not control
Nedamtrust – it is a wholly owned subsidiary of N.V. Algemeen
Nederlands Trustkantoor ANT (ANT). Five Dutch financial
institutions hold 45% of ANT’s shares between them – they have
between 5% and 10% each, and the rest of its shares are owned
by a large number of individual shareholders.
As part of its corporate objects Nedamtrust is able to:
• issue depositary receipts;
• carry out administration for the shares which underlie the
depositary receipts it has issued; and
• exercise voting rights for these underlying shares.
The depositary receipts issued by Nedamtrust against NV shares
are known as Nedamtrust certificates. They are in bearer form,
and are traded and quoted on Euronext Amsterdam and other
European stock exchanges. Nedamtrust has issued certificates for
NV’s ordinary and 7% cumulative preference shares, and almost
all the NV shares traded and quoted in Europe are in the form of
these certificates. The exception is that there are no certificates
for NV’s 4%, 6% and €0.05 cumulative preference shares.
If you hold Nedamtrust certificates, you can attend or appoint a
proxy at NV shareholders’ meetings. Nedamtrust will
automatically give you a power of attorney to vote, if you attend
such meetings. If you hold Nedamtrust certificates with a bank or
broker in the Netherlands and have notified the Shareholders’