Unilever 2015 Annual Report Download - page 57
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Please find page 57 of the 2015 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.REQUIRED MAJORITIES
Resolutons are usually adopted at NV and PL eneral
Meetngs by an absolute maorty of votes cast, unless there are
other requrements under the applcable laws or NV’s or PL’s
Artcles of Assocaton For example, there are specal
requrements for resolutons relatng to the alteraton of the
Artcles of Assocaton, the lqudaton of NV or PL and the
alteraton of the Equalsaton Agreement
A proposal to alter the Artcles of Assocaton of NV can only
be made by the NV Board A proposal to alter the Artcles of
Assocaton of PL can be made ether by the PL Board or by
requston of shareholders n accordance wth the UK ompanes
Act 2006 Unless expressly specfed to the contrary n PL’s
Artcles of Assocaton, PL’s Artcles of Assocaton may be
amended by a specal resoluton Proposals to alter the provsons
n the Artcles of Assocaton of NV and PL respectvely relatng to
the unty of management requre the pror approval of meetngs of
the holders of the NV specal ordnary shares and the PL deferred
stock The Artcles of Assocaton of both NV and PL can be found
on our webste
wwwunlevercom/corporategovernance
RIHT TO HOLD SHARES
Unlever’s consttutonal documents place no lmtatons on the
rght to hold NV and PL shares There are no lmtatons on the
rght to hold or exercse votng rghts on the ordnary shares of
NV and PL mposed by Dutch or Englsh law
ORPORATE OVERNANE OMPLIANE
ENERAL
We conduct our operatons n accordance wth nternatonally
accepted prncples of good governance and best practce, whlst
ensurng complance wth the corporate governance requrements
applcable n the countres n whch we operate Unlever s subect
to corporate governance requrements (legslaton, codes and/or
standards) n the Netherlands, the UK and the US and n ths
secton we report on our complance aganst these
MATERIAL ONTRATS
Under the European Takeover Drectve as mplemented n the
Netherlands and the UK, the UK ompanes Act 2006 and rules of
the US Securtes and Exchange ommsson, Unlever s requred
to provde nformaton on contracts and other arrangements
essental or materal to the busness of the roup Other than the
Foundaton Agreements referred to on page 45, we beleve we do
not have any such contracts or arrangements
THE NETHERLANDS
NV comples wth almost all of the prncples and best practce
provsons of the Dutch orporate overnance ode (Dutch ode),
whch s avalable on the ommsse orporate overnance’s
webste
wwwcommssecorporategovernancenl
ertan large Dutch companes wth a two-ter board are requred
to strve for a balanced composton of ther management and
supervsory boards, to the effect that at least 30% of the postons
on the management and supervsory boards are held by women
and 30% by men The rule does not acknowledge one-ter boards,
but NV confrms that over 30% of ts Drectors were female and
over 30% of ts Drectors were male n 2015
Statements requred by the Dutch ode and explanatons of the NV
complance poston are set out below
Non-Fnancal Performance Indcator In determnng the level
and structure of the remuneraton of the Executve Drectors,
among other thngs, the results, the share prce performance
and non-fnancal ndcators relevant to the long-term obectves
of the ompany, wth due regard for the rsks to whch varable
remuneraton may expose the enterprse, shall be taken nto
account (bpp II23)
Unlever places a great deal of mportance on corporate
responsblty and sustanablty and s keen to ensure focus on key
fnancal performance measures whch we beleve to be the drvers
of shareholder value creaton and relatve total shareholder return
Unlever therefore beleves that the nterests of the busness and
shareholders are best served by lnkng our long-term share plans
to such measures as descrbed above, whch are further set out n
the Drectors’ Remuneraton Report (pages 66 to 83), and has
therefore not ncluded a non-fnancal performance ndcator
Rsk Management and ontrol Wth regard to fnancal reportng
rsks, as advsed by the Audt ommttee (as descrbed n ts
report on pages 60 and 61, the NV Board beleves that the rsk
management and control systems provde reasonable assurance
that the fnancal statements do not contan any errors of materal
mportance and the rsk management and control systems have
worked properly n 2015 (bpp II15) The statements n ths
paragraph are not statements n accordance wth the requrements
of Secton 404 of the US Sarbanes-Oxley Act of 2002
Retenton Perod of Shares The Dutch ode recommends that
shares granted to the Executve Drectors wthout fnancal
consderaton shall be retaned for a perod of at least fve years
or untl at least the end of the employment, f ths perod s shorter
(bpp II25)
Our Remuneraton Polcy requres Executve Drectors to buld and
retan a personal shareholdng n Unlever In addton, Executve
Drectors are requred to hold 100% of the shares needed to
mantan ther mnmum shareholdng requrement untl 12 months
after they leave Unlever and 50% of these shares for 24 months
after they leave Unlever
Severance Pay It s our polcy to set the level of severance
payments for Drectors at no more than one year’s salary,
unless the Boards, on the recommendaton of the ompensaton
ommttee, fnd ths manfestly unreasonable gven crcumstances
or unless otherwse dctated by applcable law (bpp II 28)
Fnancng Preference Shares The votng rghts of the 6% and
7% cumulatve preference shares ssued by NV are based on
ther nomnal value, as prescrbed by Dutch law NV agrees
wth the prncple n the Dutch ode that the votng rghts of any
newly ssued preference shares should be based on ther
economc value rather than on ther nomnal value (bpp IV12),
but cannot unlaterally reduce votng rghts of ts outstandng
preference shares
orporate overnance Statement NV s requred to make a
statement concernng corporate governance as referred to n
artcle 2a of the decree on addtonal requrements for annual
reports (Vaststellngsbeslut nadere voorschrften nhoud
aarverslag) wth effect from 1 January 2010 (the Decree) The
nformaton requred to be ncluded n ths corporate governance
statement as descrbed n artcles 3, 3a and 3b of the Decree can
be found on our webste
wwwunlevercom/corporategovernance
50 Unilever Annual Report and Accounts 2015Governance
ORPORATE OVERNANE ONTINUED