Unilever 2005 Annual Report Download - page 44

Report of the Directors
Unilever Annual Report and Accounts 2005 41
We are committed to efforts to establish more effective ways of
communication with our shareholders around the AGMs.
Electronic communication is becoming an important medium for
shareholders, providing ready access to shareholder information
and reports, and for voting purposes.
NV was one of the founders of the Dutch Shareholders’
Communication Channel. NV shareholders participating in the
Dutch Shareholders’ Communication Channel are able to appoint
electronically a proxy to vote on their behalf at the NV AGM and
NV shareholders who wish to participate should contact their
bank or broker. Shareholders of PLC in the United Kingdom can
choose to receive electronic notification that the Annual Review,
Annual Report and Accounts and Notice of AGMs have been
published on our website, instead of receiving printed copies, and
can also electronically appoint a proxy to vote on their behalf at
the AGM. Registration for electronic communication by
shareholders of PLC can be made at
www.unilever.com/shareholderservices.
Voting rights
To be entitled to attend and vote at NV General Meetings
shareholders must hold their NV shares on the record date, which
is set by the Directors and is not more than seven days before the
meeting. Shareholders do not need to block their shares.
Shareholders can vote in person or by proxy, and can cast one
vote for each €0.51 (Fl. 1.12) nominal amount of NV ordinary
shares, NV preference shares or NV New York shares. Similar
arrangements apply to holders of depositary receipts issued for
NV shares (see pages 43 and 44).
PLC shareholders can cast one vote for each PLC ordinary 1.4p
share they hold. Shareholders can vote in person at the meeting
or by proxy. Proxies should be submitted to the Registrars,
Computershare Investor Services PLC, whose details can be found
on page 190, at least 48 hours before the AGM.
More information on the exercise of voting rights can be found in
NV’s and PLC’s Articles of Association and in the respective notices
of meetings.
Holders of NV New York shares or PLC American Depository
Receipts of shares will receive a proxy form enabling them to
authorise and instruct ABN AMRO N.V. or Citibank N.A.
respectively to vote on their behalf at the shareholders’ meeting
of NV or PLC.
N.V. Elma and United Holdings Limited (the holders of NV’s special
shares), other group companies of NV which hold ordinary or
preference shares, and United Holdings Limited, which owns half
of PLC’s deferred stock, are not permitted to vote at General
Meetings.
The proxy vote is published at the meetings and the outcome of
the votes, including the proxy votes, is put on Unilever’s website.
Shareholder proposed resolutions
Shareholders of NV may propose resolutions if they individually or
together hold 1% of NV’s issued capital in the form of shares or
depositary receipts for shares, or if they individually or together
hold shares or depositary receipts worth at least €50 million. They
must submit these requests at least 60 days before the date of
the General Meeting, and the request will be honoured unless, in
the opinion of the Board, it is against a substantive interest of the
Company. Shareholders who together represent at least 10% of
the issued capital of NV can also requisition Extraordinary General
Meetings to deal with specific resolutions.
Shareholders who together hold shares representing at least 5%
of the total voting rights of PLC, or 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. PLC
shareholders holding in aggregate one tenth of the issued
ordinary shares of PLC are able to convene a general meeting
of PLC.
Required majorities
Resolutions are usually adopted at NV and PLC shareholder
meetings by an absolute majority of votes cast, unless there are
other requirements under the applicable laws or NV’s or PLC’s
Articles of Association. For example, there are special
requirements for resolutions relating to the alteration of the
Articles of Association, the liquidation of NV or PLC and the
alteration of the Equalisation Agreement (see below).
Right to hold shares
There are no limitations on the right to hold NV and PLC shares.
Equalisation Agreement
The Equalisation Agreement makes the position of the
shareholders of NV and PLC, as far as possible, the same as if they
held shares in a single company. The Agreement regulates the
mutual rights of the shareholders of NV and PLC. Under the
Equalisation Agreement, NV and PLC must adopt the same
financial periods and accounting policies. Dividends are paid in
accordance with a formula relating to the nominal values of NV’s
and PLC’s issued share capital.
The Equalisation Agreement sets out the rights and benefits
accruing to each unit of ownership in NV in relation to each unit
of ownership in PLC. Under the Equalisation Agreement we
compare the ordinary share capital of the two companies in units:
a unit made up of €5.445 nominal of NV’s ordinary capital carries
the same weight as a unit made up of £1 nominal of PLC’s
ordinary capital. For every unit (€5.445) you have of NV you have
the same rights and benefits as the owner of a unit (£1) of PLC.
NV’s ordinary shares currently each have a nominal value of
€0.51, and PLC’s share capital is divided into ordinary shares of
1.4p each. This means that a €5.445 unit of NV is made up of
approximately 10.7 NV ordinary shares of €0.51 each and a £1
unit of PLC is made up of approximately 71.4 PLC ordinary shares
of 1.4p each. Consequently, one NV ordinary share equates to
about 6.67 ordinary shares of PLC.
Corporate governance
(continued)