Unilever 2008 Annual Report Download - page 60

Unilever Annual Report and Accounts 2008 57
Report of the Directors
Corporate governance continued
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 2008. Attention is drawn
in particular to the remit of the Audit Committee on page 48
and the Report of the Audit Committee on page 74.
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
SEC rules relating to 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/investorrelations/corp_governance 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 2008.
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
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 document
entitled ‘The Governance of Unilever’, which is on our website at
www.unilever.com/investorrelations/corp_governance
We are 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 required of US companies listed on the New York Stock
Exchange.
We also confirm that our shareholders have the opportunity to
vote on equity compensation plans.
Risk management and control
Reference is made to the description of Unilever’s risks on pages
25 to 27 and risk management, internal controls and disclosure
controls and procedures on page 28.
Based on an evaluation by the Boards, the Chief Executive Officer
and the Chief Financial Officer concluded that the design and
operation of the Group’s disclosure controls and procedures,
including those defined in United States Securities Exchange Act
of 1934 - Rule 13a – 15(e), as at 31 December 2008 were
effective, and that subsequently until the date of the approval of
the Annual Report by the Board, there have been no significant
changes in the Group’s internal controls, or in other factors that
could significantly affect those controls.
Unilever is required by Section 404 of the US Sarbanes-Oxley Act
of 2002 to report on the effectiveness of internal control over
financial reporting. This requirement will be reported on
separately and will form part of Unilever’s Annual Report on Form
20-F.