Unilever 2007 Annual Report Download - page 47

Unilever Annual Report and Accounts 2007 45
Report of the Directors continued
Corporate governance continued
subsequently altering the Articles of Association. The acquisition
through a public offer of a majority of the shares in a company
does not under Dutch law preclude in all circumstances the
continued right of the Board of the company to exercise its
powers.
Provision of information
We consider it important to comply with all applicable statutory
regulations on the equal treatment of shareholders and provision
of information and communication with shareholders and other
parties (P IV.2 and P IV.3).
Meetings of analysts and presentations to investors
We have extensive procedures for handling relations with and
communicating with shareholders, investors, analysts and the
media (see description on page 38). The important presentations
and meetings are conducted as far as practicable in accordance
with bpp IV.3.1. Due to their large number and overlap in
information, some of the less important ones are not announced
in advance, made accessible to everyone or put on our website.
Requirements – the United Kingdom
PLC is required, as a company that is incorporated in the UK and
listed on the London Stock Exchange, to state how it has applied
the principles and how far it has complied with the provisions set
out in Section 1 of the 2006 UK Combined Code on Corporate
Governance (‘the Combined Code’).
In the preceding pages we have described how we have applied
the principles and the provisions in the Combined Code. In 2007,
Unilever complied with the Combined Code except in the
following areas:
• Since the 2007 AGMs, Michael Treschow has been Unilever’s
first independent Non-Executive Chairman. His predecessor,
Antony Burgmans, was not considered to be independent
during his period as Chairman of Unilever, as he was before
May 2005 an Executive Director.
• The Remuneration Committee, following the stepping down
from that committee by Jean-Cyril Spinetta upon his retirement
as a Non-Executive Director of Unilever in September 2007, has
had two independent Non-Executive Directors on its
membership. Michael Treschow was appointed a member of
the Remuneration Committee in February 2008. The
Committee and the Board are currently working to replace
Jean-Cyril Spinetta with a new Non-Executive Director.
• Due to the requirement for Unilever to hold two AGMs for its
respective companies on consecutive days, it may not always be
possible for all Directors, and possibly the Chairmen of the
Audit, Remuneration and Nomination Committees, to be
present at both meetings. The Chairman ensures that a majority
of Directors attend both meetings and that at least one
member of each Committee attends each AGM.
Requirements – the United States
Both NV and PLC are listed on the New York Stock Exchange and
must therefore comply with such of the requirements of US
legislation, such as the Sarbanes-Oxley Act of 2002, regulations
enacted under US securities laws and the Listing Standards of the
New York Stock Exchange as are applicable to foreign private
issuers. In some cases the requirements are mandatory and in
other cases the obligation is to ’comply or explain’.
We have complied with the requirements concerning corporate
governance that were in force during 2007. Attention is drawn
in particular to the remit of the Audit Committee on page 37
and the Report of the Audit Committee on page 62.
Actions already taken to ensure compliance that are not
specifically disclosed elsewhere or otherwise clear from reading
this document include:
• the issuance of a Code of Ethics for senior financial officers;
• the issuance of instructions restricting the employment of
former employees of the audit firm; and
• the establishment of a policy on reporting requirements under
the US Securities and Exchange Commission (SEC) relating to
the standards of professional conduct for US attorneys.
In each of these cases, existing practices were revised and/or
documented in such a way as to conform to the new
requirements.
The Code of Ethics applies to the senior executive, financial and
accounting officers and comprises the standards prescribed by the
SEC, and a copy has been posted on our website at
www.unilever.com/investorcentre/corpgovernance
The Code of Ethics comprises an extract of the relevant provisions
of Unilever’s Code of Business Principles and the more detailed
rules of conduct that implement it. The only amendment to these
pre-existing provisions and rules that was made in preparing the
Code of Ethics was made at the request of the Audit Committee
and consisted of a strengthening of the explicit requirement to
keep proper accounting records. No waiver from any provision
of the Code of Ethics was granted to any of the persons falling
within the scope of the SEC requirement in 2007.
We are required by US securities laws and the Listing Standards
of the New York Stock Exchange to have an Audit Committee
that satisfies Rule 10A-3 under the Exchange Act and the Listing
Standards of the New York Stock Exchange (NYSE). We are fully
compliant with these requirements. We are also required to
disclose any significant ways in which our corporate governance
practices differ from those typically followed by US companies
listed on the NYSE. In addition to the information we have
given you in this document about our corporate governance
arrangements, further details are provided in ‘The Governance of
Unilever’, which is on our website at
www.unilever.com/investorcentre/corpgovernance
We are fully compliant with the Listing Standards of the
New York Stock Exchange applicable to foreign private issuers.
Our corporate governance practices do not significantly differ
from those followed by US companies listed on the New York
Stock Exchange.
We also confirm that our shareholders have the opportunity to
vote on equity compensation plans.