Unilever 2009 Annual Report Download - page 59

Corporate governance (continued)
56 Unilever Annual Report and Accounts 2009
Report of the Directors Governance
electronically and PLC has established such a facility after
consulting with its shareholders to offer them the opportunity to
review their method of receiving shareholder communications in
the future.
Voting rights
Shareholders that hold NV shares on the record date are entitled
to attend and vote at NV General Meetings. The record date is set
by the Board at a date not more than 30 days before the meeting,
and shares are not blocked between the record date and the date
of the meeting. 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 59).
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.
Proxy appointments need to be with our Registrars 48 hours
before the meeting, and the shareholding at this time will
determine both the right to vote and the ability to attend the
meeting.
More information on the exercise of voting rights can be found in
NV’s and PLC’s Articles of Association and in the respective Notices
of Meetings which can be found on our website at
www.unilever.com/investorrelations/corp_governance
Holders of NV New York Registry Shares or PLC American
Depositary Receipts of shares will receive a proxy form enabling
them to authorise and instruct a notary public or Citibank, N.A.
respectively to vote on their behalf at the General Meeting of NV
or PLC.
N.V. Elma and United Holdings Limited (the holders of NV’s special
shares), other group companies of NV which hold ordinary or
preference shares, and United Holdings Limited, which owns half
of PLC’s deferred stock, are not permitted to vote at General
Meetings.
Voting on each of the resolutions contained in the Notice of AGMs
is conducted by poll. The final vote is published at the meetings
and the outcome of the votes, including the proxy votes, is put on
Unilever’s website.
Shareholder proposed resolutions
Shareholders of NV may propose resolutions if they individually or
together hold 1% of NV’s issued capital in the form of shares or
depositary receipts for shares, or if they individually or together
hold shares or depositary receipts worth or representing the
market value in shares as set in respect thereto by or pursuant to
the law (currently €50 million). They must submit these requests at
least 60 days before the date of the General Meeting, and the
request will be honoured unless, in the opinion of the Boards, it is
against a substantive interest of the Company. Shareholders who
together represent at least 10% of the issued capital of NV can
also requisition Extraordinary General Meetings to deal with
specific resolutions.
Shareholders who together hold shares representing at least
5% of the total voting rights of PLC, or 100 shareholders who
hold on average £100 each in nominal value of PLC capital, can
require PLC to propose a resolution at a general meeting. PLC
shareholders holding in aggregate 5% of the issued PLC ordinary
shares are able to convene a general meeting of PLC.
Required majorities
Resolutions are usually adopted at NV and PLC shareholder
meetings by an absolute majority of votes cast, unless there are
other requirements under the applicable laws or NV’s or PLC’s
Articles of Association. For example, there are special requirements
for resolutions relating to the alteration of the Articles of
Association, the liquidation of NV or PLC and the alteration of the
Equalisation Agreement (see below).
A proposal to alter the Articles of Association of NV can only be
made by the Board of NV. A proposal to alter the Articles of
Association of PLC can be made either by the Board of PLC or by
shareholders in the manner permitted under the UK Companies
Act 2006. Unless expressly specified to the contrary in the Articles
of Association of PLC, PLC’s Articles of Association may be
amended by a special resolution. Proposals to alter the provisions
in the Articles of Association of NV and PLC respectively relating to
the unity of management require the prior approval of meetings of
the holders of the NV special shares and the PLC deferred stock.
The Articles of Association of both NV and PLC can be found on
our website at
www.unilever.com/investorrelations/corp_governance
Right to hold shares
Unilever’s constitutional documents place no limitations on the
right to hold NV and PLC shares. There are no limitations on the
right to hold or exercise voting rights on the ordinary shares of
NV and PLC imposed by foreign law.
Foundation Agreements
Equalisation Agreement
The Equalisation Agreement makes the economic position of the
shareholders of NV and PLC, as far as possible, the same as if they
held shares in a single company. The Equalisation Agreement
regulates the mutual rights of the shareholders of NV and PLC.
Under the Equalisation Agreement, NV and PLC must adopt the
same financial periods and accounting policies.
Each NV ordinary share represents the same underlying economic
interest in the Unilever Group as each PLC ordinary share.
We pay ordinary dividends for NV and PLC on the same day.
NV and PLC allocate funds for the dividend from their parts of
the current profits and free reserves. We pay the same amount
on each NV share as on one PLC share calculated at the relevant
exchange rate. As agreed at the 2009 AGMs and separate
meetings of ordinary shareholders, the Equalisation Agreement
was in part amended to allow Unilever to move to quarterly
dividend payments with effect from 1 January 2010. Interim
dividends are determined in euros and converted into equivalent