Unilever 2010 Annual Report Download - page 52

Unilever Annual Report and Accounts 2010 49
Report of the Directors Governance
Our Shareholders
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 42 days prior to the meetings and
areplaced on the website.
We welcome our external auditors to the AGMs and they are
entitled to address the meetings.
Voting rights
Shareholders that hold NV shares on the record date are entitled
to attend and vote at NV General Meetings. Dutch law requires
that the record date is set at a date 28 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. 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.
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.
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