Unilever 2007 Annual Report Download - page 41

Unilever Annual Report and Accounts 2007 39
Report of the Directors continued
Corporate governance continued
Both NV and PLC communicate with their respective shareholders
through the AGMs as well as responding to their questions and
enquiries during the course of the year. We take the views of our
shareholders into account and, in accordance with all applicable
legislation and regulations, may consult them in an appropriate
way before putting major new proposals to our AGMs.
General Meetings of Shareholders
The business to be conducted at the AGMs of NV and PLC is set
out in the separate Notices of AGM for NV and PLC. It typically
includes appointment of Directors, declaration/approval of final
dividend, appointment of external auditors, approval of changes
to the Articles of Association, and authorisation for the Boards to
allot and repurchase shares, and to restrict pre-emptive rights
of shareholders.
At the AGMs, a full account is given of the progress of the
business over the last year and there is a review of current issues.
Shareholders are encouraged to attend the meetings and ask
questions, and the question-and-answer sessions form an
important part of the meetings.
General Meetings of shareholders of NV and PLC are held at
times and places decided by our Boards. NV meetings are held in
Rotterdam and PLC meetings are held in London on consecutive
days. The notices calling the meetings normally go out more than
thirty days prior to the meetings and include further information
on how to gain access to the AGMs and how to vote by proxy.
We welcome our external auditors to the AGMs and they are
entitled to address the meetings.
Electronic Communication
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 UK 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 The UK
Companies Act 2006 contains provisions facilitating
communications between companies and their shareholders
electronically. PLC consulted with its shareholders in 2007 to offer
them the opportunity to review their method of receiving
shareholder communications in the future.
At the 2007 NV AGM shareholders voted for an amendment to
the NV Articles of Association allowing Unilever to implement the
opportunity of electronic communication. Accordingly, the Board
of Directors is now authorised to decide upon the use of this
means of communication.
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 Board of NV at a date not more than thirty days
before the meeting. Shareholders do not need to block their
shares. NV shareholders can cast one vote for each €0.16 nominal
capital that they hold. This means that they can cast one vote for
each NV ordinary share, or NV New York Registry Share.
Shareholders can vote in person or by proxy. Similar arrangements
apply to holders of depositary receipts issued for NV shares and
the holders of NV preference shares (see pages 42 and 43).
PLC shareholders can cast one vote for each 31⁄9p nominal capital
that they hold. Shareholders can vote in person at the meeting or
by proxy. This means shareholders can cast one vote for each PLC
ordinary share, or PLC American Depositary Receipts of shares.
Proxies should be submitted at least 48 hours before the General
Meeting to the Registrars, whose details can be found on page
143.
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 Registry Shares or PLC American
Depositary 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 General 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.
Voting on each of the resolutions contained in the Notice of
AGMs is conducted by poll. The final vote is published at the
meetings and the outcome of the votes, including the proxy
votes, is put on Unilever’s website. For each resolution, proxy
appointment forms in 2007 provided shareholders with the
option to direct their proxy to vote either for or against the
resolution or to withhold their vote. Proxy forms and voting result
announcements make it clear that a vote withheld is not a vote in
law, and will not be counted in the calculation of the proportion
of votes for and against the resolution voted on.
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 or representing the
market value in shares as set in respect thereto by or pursuant to
the law (currently €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 Boards, 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.