Unilever 2009 Annual Report Download - page 64

Unilever Annual Report and Accounts 2009 61
Provision of information
We consider it important to comply with all applicable statutory
regulations on the equal treatment of shareholders and provision
of information and communication with shareholders and other
parties (Principles IV.2 and IV.3).
Meetings of analysts and presentations to investors
We have extensive procedures for handling relations with and
communicating with shareholders, investors, analysts and the
media (also see page 55). The important presentations and
meetings are conducted as far as practicable in accordance with
the Dutch Code (bpp IV.3.1). Due to their large number and
overlap in information, however, some of the less important ones
are not announced in advance, made accessible to everyone or put
on our website.
Corporate Governance Statement
NV is required to make a statement concerning corporate
governance as referred to in article 2a of the decree on additional
requirements for annual reports (Vaststellingsbesluit nadere
voorschriften inhoud jaarverslag) with effect from 1 January 2010
(the ‘Decree’). The information required to be included in this
corporate governance statement as described in articles 3, 3a and
3b of the Decree can be found in the following sections of this
document:
• the information concerning compliance with the Dutch
Corporate Governance Code, as required by article 3 of the
Decree, can be found under ‘Corporate Governance’ within the
section ‘Requirements – the Netherlands’ in this document;
• the information concerning Unilever’s risk management and
control frameworks relating to the financial reporting process,
as required by article 3a(a) of the Decree, can be found under
‘Outlook and risks’ on pages 30 to 36 and within the relevant
sections under ‘Corporate Governance’ in this document;
• the information regarding the functioning of Unilever’s General
Meeting of shareholders, and the authority and rights of
Unilever’s shareholders, as required by article 3a(b) of the
Decree, can be found within the relevant sections under
‘Corporate Governance’ in this document;
• the information regarding the composition and functioning of
Unilever’s Boards and its Committees, as required by article 3a(c)
of the Decree, can be found within the relevant sections under
‘Corporate Governance’ in this document; and
• the information concerning the inclusion of the information
required by the decree Article 10 European Takeover Directive,
as required by article 3b of the Decree, can be found within the
relevant sections under ‘Corporate Governance’ and within the
section ‘Shareholder information, Analysis of shareholding’ in
this document.
Requirements – the United Kingdom
PLC is required, as a company that is incorporated in the UK and
listed on the London Stock Exchange, to state how it has applied
the main principles and how far it has complied with the
provisions set out in Section 1 of the 2008 UK Combined Code on
Corporate Governance (‘the Combined Code’), a copy of which is
available at www.frc.org.uk
In the preceding pages we have described how we have applied
the main principles and the provisions in the Combined Code. In
2009, PLC complied with the Combined Code except in the
following areas:
• Between February 2008 and the 2009 AGMs in May the
Remuneration Committee’s membership consisted of two
independent Non-Executive Directors and the Chairman.
Subsequent to the appointments of Ann Fudge and Paul Walsh
to that Committee, following their Board appointments at the
2009 AGMs, the Committee has complied with the membership
principle of the Code applicable to a remuneration committee.
• Due to the requirement for Unilever to hold two AGMs for its
respective companies on consecutive days, it may not always be
possible for all Directors, and possibly the Chairmen of the
Audit, Remuneration and Nomination Committees, to be
present at both meetings. The Chairman ensures that a majority
of Directors attend both meetings and that at least one member
of each Committee attends each AGM.
Risk management and control
Our principal risks are described on pages 30 to 34. Our approach
to risk management and systems of internal control are described
on page 35.
This approach to risk management and systems of internal control
is in line with the recommendations in the report on ‘Internal
Control – Revised Guidance for Directors on the UK Combined
Code’ (’The Turnbull Guidance’).
The effectiveness of the system of internal control, including
processes in relation to financial reporting and preparation of
consolidated accounts, has been reviewed by the Audit
Committee.
The Committee reviewed Unilever's overall approach to risk
management and control, and its processes, outcomes and
disclosure, including specifically:
• review of level of disclosure in quarterly financial results
announcements;
• review of accounting principles and judgements with respect to
financial statements, including the annual impairment review of
goodwill and intangibles;
• review of the analysis supporting the going concern judgement
of the 2009 Annual Report and Accounts;
• review of Unilever’s Risk Management framework undertaken
by management, agreeing to a streamlined process for
assessment of corporate and operational risks;
• annual report on the Chief Executive Officer’s Top Corporate
Risks and a quarterly review of business risks and safeguards;
• annual Positive Assurance report from the Chief Executive
Officer on compliance with corporate policies and operating
controls;
• review the application of the requirements under Section 404 of
the US Sarbanes-Oxley Act of 2002 with respect to internal
controls over financial reporting; and
• annual review of anti-fraud arrangements.
It is Unilever’s practice to bring acquired companies within the
Group’s governance procedures as soon as is practicable and in
any event by the end of the first full year of operation.