Unilever 2009 Annual Report Download - page 58

Unilever Annual Report and Accounts 2009 55
Director matters
Conflicts of interest
We attach special importance to avoiding conflicts of interest
between NV and PLC and their Directors. The Boards are
responsible for ensuring that there are rules in place to avoid
conflicts of interest by Board members. Conflicts of interest are
understood not to include transactions and other activities
between companies in the Unilever Group.
Authorisation of situational conflicts are given by the Boards to the
relevant Director in accordance with the Articles of Association of
PLC. The authorisation includes conditions relating to keeping
Unilever information confidential and to the exclusion from
receiving and discussing relevant information at Board meetings.
Situational conflicts are reviewed annually by the Boards as part of
the determination of Director independence, and in between
those reviews Directors have a duty to inform the Boards of any
relevant changes to the situation. A Director may not vote on, or
be counted in a quorum in relation to, any resolution of the
Boards in respect of any contract in which he or she has a material
interest. The procedures that Unilever have put in place to deal
with conflicts of interest have operated effectively.
Various formal matters
The borrowing powers of NV Directors on behalf of NV are not
limited by the Articles of Association of NV. PLC Directors have
the power to borrow on behalf of PLC up to three times the
adjusted capital and reserves of PLC, as defined in its Articles of
Association, without the approval of shareholders (any exceptions
requiring an ordinary resolution).
The Articles of Association of NV and PLC do not require Directors
of NV or Directors of PLC to hold shares in NV or PLC. However,
the remuneration arrangements applicable to our Executive
Directors require them to build and retain a personal shareholding
in Unilever.
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 qualifying third-party Directors’ and Officers’ liability
insurance was in place for all Unilever Directors throughout the
financial year and is currently in force.
In addition, PLC provides indemnities (including, where applicable,
a qualifying pension scheme indemnity provision) to the Directors
from time to time of two subsidiaries that act as trustee
respectively of two of Unilever's UK pension schemes. Appropriate
trustee liability insurance is also in place.
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, and 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 Chairman and, if appropriate, 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
and remuneration framework, appointment of Directors,
appointment of external auditors, 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.
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.
Shareholders of PLC can choose to receive electronic notification
that the 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