Unilever 2013 Annual Report Download - page 51

The statements n the paragraph above are not statements n
accordance wth the requrements of Secton 404 of the US
Sarbanes-Oxley Act of2002
RETENTION PERIOD OF SHARES
The Dutch ode recommends that shares granted to Executve
Drectors must be retaned for a perod of at least fve years (bpp
II25) Our remuneraton polcy requres Executve Drectors to
buld and retan a personal shareholdng n Unlever In addton,
the ompensaton and Management Resources ommttee
approved that wth effect from 1 January 2014 Executve Drectors
wll be requred to hold 100% of the shares needed to mantan
ther mnmum shareholdng requrement untl 12 months after
they leave Unlever and 50% of these shares for 24 months after
they leave Unlever The Boards beleve that ths s n lne wth the
sprt of the Dutch ode
SEVERANE PAY
It s our polcy to set the level of severance payments for
Drectors at no more than one year’s salary, unless the Boards,
on the recommendaton of the ompensaton and Management
Resources ommttee, fnd ths manfestly unreasonable gven
crcumstances or unless otherwse dctated by applcable law (bpp
II28)
FINANIN PREFERENE SHARES
NV ssued 6% and 7% cumulatve preference shares between
1927 and 1964 Ther votng rghts are based on ther nomnal
value, as prescrbed by Dutch law The Dutch ode recommends
that the votng rghts of any newly ssued preference shares
should be based on ther economc value rather than on ther
nomnal value (bpp IV12) NV agrees wth ths prncple but
cannot unlaterally reduce votng rghts of ts outstandng
preference shares
ANTITAKEOVER ONSTRUTIONS AND ONTROL OVER
THE OMPANY
NV confrms that t has no ant-takeover constructons, n the
sense of constructons that are ntended solely, or prmarly,
to block future hostle publc offers for ts shares (bpp IV311)
Nor does NV have any constructons whose specfc purpose
s to prevent a bdder, after acqurng 75% of the captal, from
appontng or dsmssng members of the Board and subsequently
alterng the Artcles of Assocaton The acquston through
a publc offer of a majority of the shares in a company does not,
under Dutch law, preclude the continued right of the board of the
company to exercise its powers
MEETINS OF ANALYSTS AND PRESENTATIONS
TO INVESTORS
We have extensve procedures for handlng relatons and
communcatng wth shareholders, nvestors, analysts and the
meda (see also pages 45 and 46) The mportant presentatons
and meetngs are conducted as far as practcable n accordance
wth the Dutch ode (bpp IV31) Due to ther large number
and overlap n nformaton, some of the less mportant ones are
not announced n advance, made accessble to everyone or put on
our webste
ORPORATE OVERNANE STATEMENT
NV s requred to make a statement concernng corporate
governance as referred to n artcle 2a of the decree on addtonal
requrements for annual reports (Vaststellngsbeslut nadere
voorschrften nhoud jaarverslag) with effect from 1 January 2010
(the ‘Decree’) The nformaton requred to be ncluded n ths
corporate governance statement as descrbed n artcles 3, 3a
and 3b of the Decree can be found n the followng sectons of ths
Annual Report and Accounts:
• the information concerning compliance with the Dutch Code,
as required by article 3 of the Decree, can be found under
‘Corporate Governance’ within the section ‘Requirements –
the Netherlands’;
• the information concerning Unilever’s risk management and
control frameworks relating to the financial reporting process,
as required by article 3a(a) of the Decree, can be found under
‘Risks’ on pages 34 to 39 and within the relevant sections
under ‘Corporate Governance’;
• the information regarding the functioning of NV’s General
Meeting, and the authority and rights of NV’s shareholders, as
required by article 3a(b) of the Decree, can be found within the
relevant sections under ‘Corporate Governance’;
• the information regarding the composition and functioning
of NV’s Board and its Committees, as required by article 3a(c)
of the Decree, can be found within the relevant sections under
‘Corporate Governance’; and
• the information concerning the inclusion of the information
required by the decree Article 10 European Takeover Directive,
as required by article 3b of the Decree, can be found within the
relevant sections under ‘Corporate Governance’.
REQUIREMENTS  THE UNITED KINDOM
PLC, being a company that is incorporated in the UK and listed
on the London Stock Exchange, is required to state how it has
applied the main principles and how far it has complied with the
provisions set out in the 2012 UK Corporate Governance Code
(UK Code), a copy of which is available at www.frc.org.uk. In 2013,
PLC complied with all UK Code provisions.
RISK MANAEMENT AND ONTROL
Our approach to risk management and systems of internal control
is in line with the recommendations in the report on ‘Internal
Control – Revised Guidance for Directors on the UK Combined
Code’ (‘The Turnbull guidance’). It is Unilever’s practice to bring
acquired companies within the Group’s governance procedures
as soon as is practicable and in any event by the end of the first
full year of operation.
DIRETORS’ REPORT OF PL
For the purposes of the UK Companies Act 2006, the Directors’
Report of Unilever PLC for the year ended 31 December 2013
comprises this paragraph to the end of the first column on page
50 and the information contained on pages 40 (directors), 51 and
52 (share capital), 45 (director indemnities), 42 to 52 (corporate
governance), 109 (dividends), 141 and 145 (post-balance sheet
events) and 120 to 125 (treasury risk management). The
information required to be given pursuant to Section 992 ofthe UK
Companies Act 2006 is covered elsewhere in this AnnualReport
and Accounts.
The Directors’ Report has been drawn up and presented in
accordance with and in reliance upon English company law and
liabilities of the Directors in connection with that report shall be
subject to the limitations and restrictions provided by such law.
Under the UK Companies Act 2006, a safe harbour limits the
liability of Directors in respect of statements in and omissions
from the Directors’ Report. Under English Law the Directors
would be liable to Unilever (but not to any third-party) if the
Directors’ Report contained errors as a result of recklessness or
knowing misstatement or dishonest concealment of a material
fact, but would not otherwise be liable.
48 Unlever Annual Report and Accounts 2013overnance
CORPORATE GOVERNANCE CONTINUED