Unilever 2010 Annual Report Download - page 58

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Unilever Annual Report and Accounts 2010 55
Report of the Directors Governance
The United States
Both NV and PLC are listed on the New York Stock Exchange
and must therefore comply with such of the requirements of
USlegislation, such as the Sarbanes-Oxley Act of 2002,
regulations enacted under US securities laws and the Listing
Standards ofthe New York Stock Exchange (NYSE) as are
applicable to foreign private issuers, copies of which are
available at www.sec.gov and www.nyse.com. In some cases
the requirements are mandatory and in other cases the
obligation is to ‘comply or explain’.
We have complied in all material respects with the requirements
concerning corporate governance that were in force during
2010. Attention is drawn in particular to the remit of the
AuditCommittee on page 47 and the Report of the Audit
Committee on pages 56 and 57.
Actions already taken to ensure compliance in all material
respects that are not specifically disclosed elsewhere or
otherwise clear from reading this report include:
• the Code of Business Principles and Code Policy declaration
undertaken by all senior financial officers;
• the issuance of instructions restricting the employment of
former employees of the audit firm; and
• the establishment of a policy on reporting requirements
under SEC rules relating to standards of professional
conductfor US attorneys.
In each of these cases, existing practices were revised
and/ordocumented in such a way as to conform to the
newrequirements.
All senior executives and senior financial officers have declared
their understanding of and compliance with Unilever’s Code
ofBusiness Principles and the underpinning Code Policies.
Nowaiver from any provision of the Code of Business Principles
or Code Policies was granted to any of the persons falling within
the scope of the SEC requirements in 2010. The Code Policies
include mandatory requirements covering (but not limited to)
the following areas: Accurate records, reporting & accounting;
Anti-bribery; Avoiding conflicts of interest; Gifts & entertainment;
Preventing insider trading; Political activities & political donations;
Contact with government, regulators & non-governmental
organisations; Respect, dignity & fair treatment; External
communications – the media, investors & analysts. Our Code of
Business Principles is available on our website at
www.unilever.com/investorrelations/corp_governance.
We are required by US securities laws and the Listing
Standards of the NYSE to have an Audit Committee that
satisfies Rule 10A-3 under the Exchange Act and the Listing
Standards of theNYSE. We are compliant with these
requirements. We arealso required to disclose any significant
ways in which ourcorporate governance practices differ from
those typically followed by US companies listed on the NYSE.
In addition totheinformation we have given to you in this
report about ourcorporate governance arrangements, further
details areprovided in the document entitled ‘The Governance
ofUnilever’,which is on our website at
www.unilever.com/investorrelations/corp_governance.
We are compliant with the Listing Standards of the NYSE
applicable to foreign private issuers. Our corporate governance
practices do not significantly differ from those required of US
companies listed on the NYSE.
We also confirm that our shareholders have the opportunity
tovote on certain equity compensation plans.
Risk management and control
Our principal risks and our approach to risk management and
systems of internal control are described on pages 33 to 39.
Based on an evaluation by the Boards, the Chief Executive
Officer and the Chief Financial Officer concluded that the
design and operation of the Group’s disclosure controls and
procedures, including those defined in United States Securities
Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December
2010 were effective, and that subsequently until the date of
theapproval of the Annual Report by the Boards, there have
been no significant changes in the Group’s internal controls,
orin other factors that could significantly affect those controls.
Unilever is required by Section 404 of the US Sarbanes-Oxley
Act of 2002 to report on the effectiveness of internal control
over financial reporting. This requirement will be reported
onseparately and will form part of Unilever’s Annual Report
onForm20-F.