Unilever 2011 Annual Report Download - page 48

45
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 Policies 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 related 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 2011. 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
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 2011 were effective,
and that subsequently until the date of the approval of the Annual
Report and Accounts 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.
Unilever Annual Report and Accounts 2011
Report of the Directors Governance