Unilever 2012 Annual Report Download - page 54

ABOUT UNILEVER GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
51Unilever Annual Report and Accounts 2012 Report of the Directors overnance
Our Shareholders
Our Shareholders
Shareholder matters
Shareholder and Stakeholder Engagement
The hief 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 raise
issues directly with the Chairman and, if appropriate, the
Vice-Chairman/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.
eneral Meetngs 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. The business generally conducted
includes approval/adoption of the Annual Report and Accounts,
appointment of directors, appointment of external auditors, and
authorisation for the Boards to allot and repurchase shares.
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.
The external auditors are welcomed to the AGMs and they
are entitled to address the meetings.
Votng rghts
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.
The Trustees of the PLC employee share trusts may vote
or abstain in any way they think fit and in doing so may take
into account both financial and non-financial interests of the
beneficiaries of the employee share trusts or their dependants.
Historically the Trustees tend not to exercise this right.
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/agm.
Shareholder proposed resolutons
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 €50 million.
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 of PLC 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 share 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.
Requred maortes
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 approval of shareholders by special resolution in accordance
with the UK Companies Act 2006. Unless expressly specified to
the contrary in the Articles of Association of PLC, PLC’s Articles
of Association may be amended by a special resolution. Proposals
to alter the provisions in the Articles of Association of NV and
PLC respectively relating to the unity of management require the
prior approval of meetings of the holders of the NV special
ordinary shares and the PLC deferred stock. The Articles of
Association of both NV and PLC can be found on our website
at www.unilever.com/investorrelations/corp_governance.
Rght to hold shares
Unilever’s constitutional documents place no limitations on
the right to hold NV and PLC shares. There are no limitations
on the right to hold or exercise voting rights on the ordinary
shares of NV and PLC imposed by Dutch or English law.
Electronc communcaton
Shareholders of NV and PLC can electronically appoint a proxy
to vote on their behalf at the respective AGM. Shareholders of PLC
can also choose to receive electronic notification that the Annual
Report and Accounts and Notice of AGMs have been published
on our website, instead of receiving printed copies.
Share captal matters
Margarne Unon (1930) Lmted onverson Rghts
The first Viscount Leverhulme was the founder of the company
which became PLC. When he died in 1925, he left in his will a
large number of PLC shares in various trusts.
When the will trusts were varied in 1983, the interests of the
beneficiaries of his will were also preserved. Four classes of
special shares were created in Margarine Union (1930) Limited,
a subsidiary of PLC. One of these classes can be converted at
the end of the year 2038 into 70,875,000 PLC ordinary shares
of 31⁄9p each. As at 4 March 2013 this represents 5.4% of PLC’s
issued ordinary capital. These convertible shares replicate the
rights which the descendants of the first Viscount would have
had under his will. This class of the special shares only has a
right to dividends in specified circumstances, and no dividends
have yet been paid.