Unilever 2010 Annual Report Download - page 140

Unilever Annual Report and Accounts 2010 137
Financial statements
Further statutory and other information Unilever PLC
Directors’ Report of PLC and limitations of liability
For the purposes of the UK Companies Act 2006, the Directors’ Report
of Unilever PLC for the year ended 31 December 2010 comprises this
and the following page and the information contained in the Report of
the Directors on pages 2 to 55 which includes the Company’s position
on environment and corporate responsibility matters, the Directors’
Remuneration Report in respect of Directors’ interests in shares or
debentures of the Group on pages 66 and 67, Dividends on page 87,
Principal group companies and non-current investments on pages
126and 127, Significant shareholders of PLC as disclosed on page 140,
and Financial instruments and Treasury risk management on page 98.
The information required to be given pursuant to Section 992 of the
Companies Act 2006 is covered elsewhere in this Annual Report.
The Directors’ Report has been drawn up and presented in accordance
with and in reliance upon English company law and liabilities of the
Directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
Under the Companies Act 2006, a safe harbour limits the liability of
Directors in respect of statements in and omissions from the Directors’
Report. Under English Law the Directors would be liable to Unilever
(but not to any third party) if the Directors’ Report contained errors as a
result of recklessness or knowing misstatement or dishonest
concealment of a material fact, but would not otherwise be liable.
Business review
The Companies Act 2006 requires Unilever PLC to set out in this report
a fair review of the business of the Group during the financial year
ended 31 December 2010 including a description ofthe principal risks
and uncertainties facing the Group and an analysis of the position of
the Group’s business at the end of the financial year, known as a
‘Business review’.
The information that fulfils the current Business review requirements
can be found on the following pages of this Annual Report which are
incorporated into this report by reference:
• a description of the principal risks and uncertainties facing
the Group – see pages 33 to 37;
• the development and performance of the Group’s business during
the year – see pages 22 to 32;
• the position of the Group’s business at the end of the year –
see pages 28 and 74;
• key performance indicators – see pages 2, 22 to 27, 31 and 32;
• other key indicators – see page 2 and pages 19 and 20;
• main trends and factors likely to affect the future development,
performance and position of the Group – see page 33;
• environmental matters and policy, including the impact of
the Group’s business on the environment – see pages 20 and 21;
• employee matters and policy – see pages 18 and 19 and also
below; and
• a statement that the Directors do not believe that there are
any contracts or other arrangements which are essential to
the business of the Group is given on page 51.
Employee involvement and communication
Unilever’s UK companies maintain formal processes to inform,
consult and involve employees and their representatives. We recognise
collective bargaining on a number of sites and engage with employees
via the Sourcing Unit Forum including officer representation from the
three recognised trade unions. Our sites use tools such as
TotalProductive Maintenance which rely heavily on employee
involvement, contribution and commitment.
A National Consultative Council covering employees and management
representatives exists to provide a forum for discussing issues relating
to the United Kingdom. A European Works Council, embracing
employee and management representatives from countries within
Europe, has been in existence for several years and provides aforum for
discussing issues that extend across national boundaries.
The company carries out regular and wide-ranging monitoring surveys
providing valuable insight into employee views, attitudes and levels of
engagement.
The Directors’ Reports of the United Kingdom group companies
contain more details about how they have communicated with their
employees during 2010.
Equal opportunities and diversity
Under the umbrella of our Code of Business Principles, Unilever aims to
ensure that applications for employment from people with disabilities,
and other under-represented groups, are given full and fair
consideration and that such people are given the same training,
development and prospects as other employees. Every effort is also
made to retrain and support employees who become disabled while
working within the Group.
The Company continues to review ways in which greater diversity can
be achieved in recruitment and selection. We have put in place policies
which promote the achievement of diversity in our business and we
review these regularly. For example, Unilever UK provides policies on
home working, flexible working, maternity and paternity leave, child
care provision and career breaks, which help us to meet the objective
of greater employee diversity.
Charitable and other contributions
Unilever collates the cost of its community involvement activities using
the London Benchmarking Group model. The model recommends the
separation of charitable donations, community investment, commercial
initiatives in the community and management costs relating to the
programme of activity.
During 2010 UK group companies made a total contribution
of £3 million, analysed as follows:
• Charitable donations: £0.3 million
• Community investment: £2.5 million
• Commercial initiatives in the community: £0.2 million
No donation or contribution was made or expenditure incurred for
political purposes.
Supplier payment policies
Individual operating companies are responsible for agreeing the terms
and conditions under which business transactions with their
suppliersare conducted. The Directors’ Reports of the United Kingdom
operating companies give information about their supplier payment
policies as required by the Companies Act 2006. PLC, as a holding
company, does not itselfmake any relevant paymentsinthis respect.
Auditors and disclosure of information to auditors
A resolution will be proposed at the AGM on 11 May 2011 for the
re-appointment of PricewaterhouseCoopers LLP as auditors ofPLC. The
present appointment will end at the conclusion of theAGM.
To the best of each of the Directors’ knowledge and belief,
and having made appropriate enquiries of other officers of the Unilever
Group, all information relevant to enabling the auditors to provide their
opinions on PLC’s consolidated and parent company accounts has been
provided. Each of the Directors has taken all reasonable steps to ensure
their awareness of any relevant audit information and to establish that
the Company’s auditors are aware of any such information.
Authority to purchase own shares
At the AGM of PLC held on 12 May 2010, authority was given
pursuant to Article 64 of the PLC Articles of Association to make
market purchases of PLC ordinary shares of 31⁄9p each, to a maximum
of 290 million shares. This authority will expire at the AGM on 11 May
2011, and a resolution will be proposed to renew the authority.
Details of shares purchased by an employee share trust and Unilever
group companies to satisfy options granted under PLC’s employee
share schemes are given in note 29 to the consolidated accounts on
pages 121 to 122 and on page 140.