Unilever 2008 Annual Report Download - page 53

Corporate governance continued
50 Unilever Annual Report and Accounts 2008
Report of the Directors
Indemnification
Directors’ indemnification, including the terms thereof, is provided
for in Article 19 of NV’s Articles of Association. The power to
indemnify Directors is provided for in PLC’s Articles of Association
and deeds of indemnity have been issued to all PLC Directors.
Appropriate Directors’ and Officers’ liability insurance is in place
for all Unilever Directors.
Shareholder matters
Relations with shareholders and other investors
We believe it is important both to explain our business
developments and financial results to investors and to understand
their objectives.
The Chief Financial Officer has lead responsibility for investor
relations, with the active involvement of the Chief Executive
Officer. They are supported by our Investor Relations department
which organises presentations for analysts and investors. Such
presentations are generally made available on our website.
Briefings on quarterly results are given via teleconference and are
accessible by telephone or via our website. For further
information visit our website at
www.unilever.com/investorrelations
The Boards are briefed on reactions to quarterly results
announcements. They, or the relevant Board Committee, are
briefed on any issues raised by shareholders that are relevant to
their responsibilities.
Our shareholders can, and do, raise issues directly with the
relevant Executive Director or the Chairman and, if appropriate,
a relevant Non-Executive Director or the Senior Independent
Director.
Both NV and PLC communicate with their respective shareholders
at 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 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 approval/consideration of the Annual Report and
Accounts, appointment of Directors, remuneration framework,
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 review is given of the progress of the business
over the last year and there is a discussion 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
normally held in Rotterdam and PLC meetings are normally held
in London, on consecutive days. The notices calling the meetings
normally go out more than 30 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 continue more effective ways
of communication with our shareholders around the AGMs.
Electronic communication is already an important and established
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
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 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 and PLC has established such a facility after
consulting with its shareholders in 2007 to offer them the
opportunity to review their method of receiving shareholder
communications in the future.
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 30 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 page 54).
PLC shareholders can cast one vote for each 31⁄9p nominal capital
that they hold. This means shareholders can cast one vote for
each PLC ordinary share, or PLC American Depositary Receipt of
shares. Shareholders can vote in person at the meeting or by
proxy. Proxies should be submitted at least 48 hours before the
General Meeting to the Registrars, whose details can be found on
page 159.