Unilever 2013 Annual Report Download - page 50

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at a General Meetng The Foundaton votes n such a way as t
deems to be n the nterests of the holders of the depostary
recepts Ths votng polcy s lad down n the ondtons of
Admnstraton that apply to the depostary recepts
The Foundaton’s shareholdng fluctuates daly Its holdngs on
3 March 2014 were 1,336,559,664 NV ordnary shares (7794%)
and 9,776 NV 7% cumulatve preference shares (3371%)
The members of the board at the Foundaton are Mr J H Schraven
(charman), Mr P P de Konng, Prof Emertus Dr L Koopmans
and Mr A A Oljslager The Foundaton reports perodcally on ts
actvtes Further nformaton on the Foundaton, ncludng ts
Artcles of Assocaton and ondtons of Admnstraton, can be
found on ts webste at wwwadmnstratekantoor-unlevernl
Unlever consders the arrangements of the Foundaton
approprate and n the nterests of NV and ts shareholders gven
the sze of the votng rghts attached to the fnancng preference
shares and the relatvely low attendance of holders of ordnary
shares at the General Meetngs of NV
Further nformaton on the share captal of NV and PL s gven
on pages 51 and 52
OUR FOUNDATION AREEMENTS
FOUNDATION AREEMENTS
The Unlever Group s created and mantaned by a seres
of agreements between the parent companes, NV and PL,
together wth specal provsons n ther respectve Artcles
of Assocaton, whch are together known as the Foundaton
Agreements These agreements enable Unlever to acheve
unty of management, operatons, shareholders’ rghts,
purpose and msson Further nformaton on these
agreements s provded below and n the document enttled
‘The Governance of Unlever’ Ths document, together wth
NV’s and PL’s current Artcles of Assocaton, and the other
Foundaton Agreements can be found on our webste at
wwwunlevercom/nvestorrelatons/corp_governance
NV’s Artcles of Assocaton contan, among other thngs, the
objects clause, which sets out the scope of activities that NV is
authorised to undertake They are drafted to gve a wde scope
and provde that the prmary objectives are: to carry on business
as a holding company; to manage any companies in which it has
an interest; and to operate and carry into effect the Equalisation
Agreement. At the 2010 PLC AGM, the shareholders agreed that
the objects clause be removed from PLC’s Articles of Association
so that there are no restrictions on its objects.
EQUALISATION AREEMENT
The Equalisation Agreement makes the economic position of the
shareholders of NV and PLC, as far as possible, the same as if
they held shares in a single company. The Equalisation Agreement
regulates the mutual rights of the shareholders of NV and PLC.
Under the Equalisation Agreement, NV and PLC must adopt the
same financial periods and accounting policies.
THE DEED OF MUTUAL OVENANTS
The Deed of Mutual Covenants provides that NV and PLC and
their respective subsidiary companies shall co-operate in every
way for the purpose of maintaining a common operating policy.
They shall exchange all relevant information about their
respective businesses – the intention being to create and maintain
a common operating platform for the Unilever Group throughout
the world. The Deed also contains provisions for the allocation
of assets between NV and PLC.
THE AREEMENT FOR MUTUAL UARANTEES
OF BORROWIN
Under the Agreement for Mutual Guarantees of Borrowing
between NV and PLC, each company will, if asked by the other,
guarantee the borrowings of the other. The two companies also
jointly guarantee the borrowings of their subsidiaries. These
arrangements are used, as a matter of financial policy, for
certain significant public borrowings. They enable lenders
to rely on our combined financial strength.
REQUIREMENTS AND OMPLIANE
REQUIREMENTS AND OMPLIANE ENERAL
Unilever is subject to corporate governance requirements
(legislation, codes and/or standards) in the Netherlands, the UK
and the US and in this section we report on our compliance
against these.
Under the European Takeover Directive as implemented in the
Netherlands and the UK, the UK Companies Act 2006 and rules of
the US Securities and Exchange Commission, Unilever is required
to provide information on contracts and other arrangements
essential or material to the business of the Group. Other than
the Foundation Agreements discussed above, we believe we
do not have any such contracts or arrangements.
Our governance arrangements are designed and structured
to promote and further the interests of our companies and our
shareholders. The Boards, however, reserve the right, in cases
where they decide such to be in the interests of the companies
or our shareholders, to depart from that which is set out in the
present and previous sections in relation to our corporate
governance. Any such changes will be reported in future Annual
Report and Accounts and, when necessary, through changes to
the relevant documents published on our website. As appropriate,
proposals for change will be put to our shareholders for approval.
REQUIREMENTS THE NETHERLANDS
NV complies with almost all of the principles and best
practice provisions of the Dutch Corporate Governance
Code (Dutch Code), a copy of which is available at
www.commissiecorporategovernance.nl.
Unilever places a great deal of importance on corporate
responsibility and sustainability as is evidenced by our
vision to double the size of the Group while reducing our
environmental footprint and increasing our positive social impact.
Unilever is keen to ensure focus on key financial performance
measures which we believe to be the drivers of shareholder value
creation and relative total shareholder return. Unilever therefore
believes that the interests of the business and shareholders are
best served by linking our long-term share plans to the measures
as described in the Directors’ Remuneration Report and has not
included a non-financial performance indicator (Principle II.2 and
bpp II.2.3).
RISK MANAEMENT AND ONTROL
With regard to financial reporting risks, as advised by the Audit
Committee (as described in its report on pages 53 to 55), the
Boards believe that the risk management and control systems
provide reasonable assurance that the financial statements do
not contain any errors of material importance and the risk
management and control systems have worked properly in 2013
(bpp II.1.5).
47
Unlever Annual Report and Accounts 2013 overnance