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Unilever Annual Report and Accounts 2008 71
Report of the Directors
Report of the Remuneration Committee continued
The Listing Rules of the UK Financial Services Authority are different from the Directors’ Remuneration Report Regulations 2002 and
require certain disclosures for defined benefit pension plans to be calculated on an alternative basis to those disclosed in the preceding
table. Also, the Dutch Corporate Governance Code requires the disclosure of pension service costs charged to operating profit. These
additional disclosures are set out in the table below, with further explanatory information given in the footnotes.
Dutch
Corporate
Listing rules of the Financial Services Authority Governance Code
(a) (b) (c)
€’000 €’000 €’000
Patrick Cescau (UK) 8 170 414
Kees van der Graaf (NL)(d) 3 25 785
Ralph Kugler (UK)(d) (2) (31) 2 976
(a) Increase in accrued pension during 2008 (excluding the effect of inflation on the accrued pension at 31 December 2007). Excludes the
impact of early retirement.
(b) Transfer value at 31 December 2008 of the increase in accrued pension during 2008 (excluding the effect of inflation on the accrued
pension at 31 December 2007 and less individual contributions).
(c) Pension service costs charged to operating profit.
(d) Values shown are as at 31 May 2008, or the period ending at that date, as appropriate.
Jim Lawrence is a member of Unilever’s International Pension Plan (IPP), a defined contribution arrangement. The company contribution
paid during the period was €61 000 of which €49 000 was in respect of service in 2008. In addition he made a personal contribution
of €16 000 by individual salary sacrifice. The pension service cost for the period since he joined the Board in May 2008 was €63 000.
Paul Polman will be offered membership of a defined contribution pension plan and the Company contribution accrued for the period
was €79 000. The pension service cost accrued against operating profit for the period after he joined the Board in October 2008 was
€53 000.
Executive Directors’ interests – share capital
The interests in the share capitals of NV and PLC and their group companies of those who were Executive Directors at 31 December
2008 and of their connected persons were as shown in the table below:
Shares held at Shares held at
Share type(a) 1 January 2008(b) 31 December 2008(b)
Patrick Cescau(c) NV 93 099 119 403
PLC 65 798 96 434
Jim Lawrence(d)(e) NV 297 338 309 193
PLC 241 830 323 435
Paul Polman NV – –
PLC – –
(a) NV shares are ordinary €0.16 shares and PLC shares are ordinary 31⁄9p shares.
(b) Numbers are excluding unvested matching shares.
(c) Balances include under NV 38 715 NV New York shares and under PLC 10 220 PLC ADRs.
(d) Opening balance is at date of appointment as a Director in May 2008.
(e) Balances held at date of appointment as a Director include under PLC 240 000 PLC ADRs and balance held at 31 December 2008 include
under PLC 309 750 ADRs
The Executive Directors, in common with other employees of PLC and its United Kingdom subsidiaries, had beneficial interests in
10 920 385 PLC ordinary shares at 1 January 2008 and 9 450 493 PLC ordinary shares at 31 December 2008, acquired by the Unilever
Employee Share Trust (Jersey) for the purpose of satisfying options and vesting of shares under various group share plans (including the
PLC Executive Option Plans and the UK Employee ShareSave Plan). Further information, including details of the NV and PLC ordinary
shares acquired by certain group companies in connection with other share-based compensation plans, is given in note 29 on
pages 133 and 134.
The voting rights of the Directors who hold interests in the share capitals of NV and PLC are the same as for other holders of the class
of shares indicated. None of the Directors’ or other executive officers’ shareholdings amounts to more than 1% of the issued shares in
that class of share. Except as stated above, all shareholdings are beneficial.
The only changes in the interests of the Executive Directors and their connected persons in NV and PLC ordinary shares between
31 December 2008 and 27 February 2009 were that the holding of the Unilever Employee Share Trust (Jersey) has reduced to
9 306 937 PLC ordinary shares.