Unilever 2013 Annual Report Download - page 45

ABOUT UNILEVER
Snce 1930 when the Unlever Group was formed, Unlever NV
(NV) and Unlever PL (PL), together wth ther group companes,
have operated as nearly as practcable as a sngle economc
entty Ths s acheved by a seres of agreements between NV and
PL (the Foundaton Agreements, further descrbed on page 47),
together wth specal provsons n the Artcles of Assocaton of
NV and PL
Each NV ordnary share represents the same underlyng
economc nterest n the Unlever Group as each PL ordnary
share However, NV and PL reman separate legal enttes wth
dfferent shareholder consttuences and separate stock exchange
lstngs Shareholders cannot convert or exchange the shares of
one for the shares of the other Shares n Unlever group
companes may ultmately be held wholly by ether NV or PL or
by the two companes n varyng proportons
NV and PL have the same Drectors, adopt the same accountng
prncples and pay dvdends to ther respectve shareholders on
an equalsed bass NV and PL and ther group companes
consttute a sngle reportng entty for the purposes of presentng
consoldated accounts Accordngly, the accounts of the Unlever
Group are presented by both NV and PL as ther respectve
consoldated accounts
Unlever s subject to various corporate governance requirements
and best practice codes, the most relevant being those in the
Netherlands, the UK and the US We conduct our operatons n
accordance wth nternatonally accepted prncples of good
governance and best practce, whlst ensurng complance wth
the corporate governance requrements applcable n the
countres n whch we operate
NV and PL are holdng and servce companes and the busness
actvty of Unlever s carred out by ther subsdares around the
world
THE BOARDS
It has always been a requrement of Unlever that the same people
be on the Boards of the two parent companes Ths guarantees
that all matters are consdered by the Boards as a sngle ntellect,
reachng the same conclusons on the same set of facts save
where specfc local factors apply It s essental that n reachng
the same decsons the NV and PL Boards dentfy and resolve
any potental conflcts of nterest between NV and PL
The Boards are one-ter boards, comprsng Executve Drectors
and, n a majority, Non-Executive Directors The Boards have
ultmate responsblty for the management, general affars,
drecton, performance and long-term success of our busness as
a whole The responsblty of the Drectors s collectve, takng
nto account ther respectve roles as Executve Drectors and
Non-Executve Drectors
The Boards have, wth the excepton of certan matters whch are
reserved for them, delegated the operatonal runnng of the Group
to the hef Executve Offcer (EO) The EO s responsble to the
Boards and s able to delegate any of hs powers and dscretons
Matters reserved for the Boards nclude structural and
consttutonal matters, corporate governance, approval of
dvdends, approval of overall strategy for the Group and approval
of sgnfcant transactons or arrangements n relaton to
mergers, acqustons, joint ventures and disposals, capital
expenditure, contracts, litigation, financing and pensions
Further detals of how our Boards effectvely operate as
oneBoard, govern themselves and delegate ther authortes
aresetout n the document enttled ‘The Governance of
Unlever’,whch can be found at
wwwunlevercom/nvestorrelatons/corp_governance
A lst of our current Drectors and the dates of ther appontment
s set out on page 40
ROLES AND RESPONSIBILITIES
The Non-Executve Drectors share responsblty, together wth
the Executve Drectors, for the executon of the Boards’ dutes
HAIRMAN
Unlever has a Non-Executve harman and a EO There s a
clear dvson of responsbltes between ther roles
The harman s prmarly responsble for leadershp of the
Boards and ensurng ther effectveness The harman sets the
Boards’ agenda, ensures the Drectors receve accurate, tmely
and clear nformaton, promotes effectve relatonshps and open
communcaton between the Executve and Non-Executve
Drectors and mantans effectve communcaton wth maor
shareholders Wth the Group Secretary, the harman wll take
the lead n provdng a properly constructed nducton programme
for new Drectors that s comprehensve, formal and talored
VIEHAIRMAN/SENIOR INDEPENDENT DIRETOR
The Vce harman/Senor Independent Drector serves as an
ntermedary for the other Drectors when necessary He s also a
pont of contact for shareholders f they have concerns whch
cannot be resolved through the harman or the Executve
Drectors
NONEXEUTIVE DIRETORS
The role of Non-Executve Drectors s essentally supervsory and
ther key responsbltes are:
• supervision of, and advice to, the CEO;
• developing strategy with the CEO;
• scrutiny of performance of the business and the CEO;
• oversight of risks and controls;
• reporting of performance;
• remuneration of and succession planning for Executive
Directors; and
• governance and compliance.
EO
The CEO has the authority to determine which duties regarding
the operational management of NV and PLC and their business
enterprises will be carried out under his responsibility, by one or
more Executive Directors or by one or more other persons. This
provides a basis for the Unilever Leadership Executive (ULE) that
is chaired by and reports to the CEO. For ULE members’
biographies see page 41.
EXEUTIVE DIRETORS
During 2013, Unilever continued to have two Executive Directors,
the CEO and Chief Financial Officer (CFO), who are also members
of the ULE and are full-time employees of Unilever.
ROUP SERETARY
The Group Secretary is available to advise all Directors on
matters relating to the governance of the Group and ensures
compliance with Board procedures. The Group Secretary is Tonia
Lovell.
42 Unlever Annual Report and Accounts 2013overnance
CORPORATE
GOVERNANCE