Unilever 2009 Annual Report Download - page 62

Unilever Annual Report and Accounts 2009 59
These depositary receipts are listed on Euronext Amsterdam, as
are the NV ordinary and 7% preference shares themselves.
Holders of depositary receipts can under all circumstances
exchange their depositary receipts for the underlying shares
(and vice versa).
Holders of depositary receipts are entitled to dividends and all
economic benefits on the underlying shares held by the
Foundation.
The members of the board at the foundation are Mr J H Schraven
(chairman), Mr P P de Koning, Prof Emeritus Dr L Koopmans and
Mr A A Olijslager.
The Foundation reports periodically on its activities.
Voting by holders of depositary receipts
Although the depositary receipts themselves do not formally have
voting rights, holders of depositary receipts are in practice equated
with shareholders. They can attend all General Meetings of NV,
either personally or by proxy, and also have the right to speak. The
holders of the depositary receipts will then automatically, without
limitation and under all circumstances, receive a voting proxy on
behalf of the Foundation to vote on the underlying shares.
The Foundation is obliged to follow the voting instructions of
holders of depositary receipts. The same applies to the voting
instructions of holders of depositary receipts not attending a
shareholders’ meeting and who issue voting instructions to the
Foundation via the Dutch Shareholders’ Communication Channel.
Voting by the Foundation Unilever NV Trust Office
Shares for which the Foundation has not granted voting proxies
or for which it has not received voting instructions are voted on by
the Foundation in such a way as it deems to be in the interests of
the holders of the depositary receipts. This voting policy is laid
down in the Conditions of Administration that apply to the
depositary receipts.
Specific provisions apply in the event that a meeting of the holders
of NV 7% cumulative preference shares is convened.
If a change to shareholders’ rights is proposed, the Foundation will
let shareholders know if it intends to vote, at least 14 days in
advance of the meeting if possible.
Hitherto the majority of votes cast by ordinary shareholders at NV
meetings have been cast by the Foundation. Unilever and the
Foundation have a policy of actively encouraging holders of
depositary receipts to exercise their voting rights in NV meetings.
Unilever considers the arrangements of the Foundation
appropriate and in the interest of NV and its shareholders given
the size of the voting rights attached to the financing preference
shares and the relatively low attendance of holders of ordinary
shares at the General Meetings of NV.
Foundation Unilever NV Trust Office’s shareholding
Foundation NV Trust Office’s shareholding fluctuates daily – its
holdings on 1 March 2010 were:
• NV ordinary shares of €0.16: 1,295,616,498 (75.56%); and
• NV 7% cumulative preference shares of €428.57: 9,776 (33.71%).
Further information on the Foundation, including its Articles of
Association and Conditions of Administration, can be found on its
website at www.administratiekantoor-unilever.nl
Requirements and compliance – general
Unilever is subject to corporate governance requirements in the
Netherlands, the UK and as a foreign private issuer in the US. In
this section we report on our compliance with the corporate
governance regulations and best practice codes applicable in the
Netherlands and the UK and we also describe compliance with
corporate governance standards in the US.
Under the European Takeover Directive, the UK Companies Act
2006 and rules of the US Securities and Exchange Commission, we
are required to provide information on contracts and other
arrangements essential or material to the business of the Group.
We believe we do not have any such contracts or arrangements.
Our governance arrangements are designed and structured to
promote and further the interests of our companies and their
shareholders. The Boards however reserve the right, in cases
where they decide such to be in the interests of the companies
or our shareholders, to depart from that which is set out in the
present and previous sections in relation to our corporate
governance. Any such changes will be reported in future Annual
Reports and Accounts and, when necessary, through changes to
the relevant documents published on our website. As appropriate,
proposals for change will be put to our shareholders for approval.
Further information can be found on our website and in the
document entitled ‘The Governance of Unilever’. This describes
the terms of reference of our Board Committees, including their
full responsibilities. It will be kept up to date with changes in our
internal constitutional arrangements that our Boards may make
from time to time and it is available on our website at
www.unilever.com/Investorrelations/corp_governance
Requirements – European Union
Following implementation of the European Takeover Directive,
certain information is required to be disclosed in relation to control
and share structures and interests of NV and PLC. Such disclosures,
which are not covered elsewhere in this Annual Report, include
the following:
• there are no requirements to obtain the approval of NV or PLC,
or of other holders of securities in NV or PLC, for a transfer of
such securities;
• there are no arrangements by which, with NV or PLC's
cooperation, financial rights carried by securities are held by a
person other than the holder of such securities;