Unilever 2015 Annual Report Download - page 59

THE UNITED STATES
Both NV and PL are lsted on the New York Stock Exchange
(NYSE) As such, both companes must comply wth the
requrements of US legslaton, such as the Sarbanes-Oxley Act
of 2002, regulatons enacted under US securtes laws and the
Lstng Standards of the NYSE, that are applcable to foregn
prvate ssuers, copes of whch are avalable on ther webstes
wwwsecgov
wwwnysecom
We are substantally complant wth the Lstng Standards of the
NYSE applcable to foregn prvate ssuers except as set out below
We are requred to dsclose any sgnfcant ways n whch our
corporate governance practces dffer from those typcally
followed by US companes lsted on the NYSE Our corporate
governance practces are prmarly based on the requrements
of the UK Lstng Rules, the UK ode and the Dutch ode but
substantally conform to those requred of US companes lsted
on the NYSE The only sgnfcant way n whch our corporate
governance practces dffer from those followed by domestc
companes under Secton 303A orporate overnance Standards
of the NYSE s that the NYSE rules requre that shareholders must
be gven the opportunty to vote on all equty-compensaton plans
and materal revsons thereto, wth certan lmted exemptons
The UK Lstng Rules requre shareholder approval of
equty-compensaton plans only f new or treasury shares are
ssued for the purpose of satsfyng oblgatons under the plan or
f the plan s a long-term ncentve plan n whch a drector may
partcpate Amendments to plans approved by shareholders
generally only requre approval f they are to the advantage of the
plan partcpants Furthermore, Dutch law and NV’s Artcles of
Assocaton requre shareholder approval of equty-compensaton
plans only f the Executve Drectors are able to partcpate n such
plans Under Dutch law, shareholder approval s not requred for
materal revsons to equty-compensaton plans unless the
Executve Drectors partcpate n a plan and the plan does not
contan ts own procedure for revsons
Attenton s drawn to the Report of the Audt ommttee on pages
60 and 61 In addton, further detals about our corporate
governance are provded n the document enttled ‘The overnance
of Unlever’ whch can be found on our webste
All senor executves and senor fnancal offcers have declared
ther understandng of and complance wth Unlever’s ode of
Busness Prncples and the related ode Polces No waver from
any provson of the ode of Busness Prncples or ode Polces
was granted n 2015 to any of the persons fallng wthn the scope
of the SE requrements No materal amendments were made to
the ode of Busness Prncples or related ode Polces n 2015
Our ode of Busness Prncples can be found on our webste
wwwunlevercom/corporategovernance
Rsk Management and ontrol Followng a revew by the
Dsclosure ommttee, Audt ommttee and Boards, the EO
and the FO concluded that the desgn and operaton of the
roup’s dsclosure controls and procedures, ncludng those
defned n the Unted States Securtes Exchange Act of 1934 –
Rule 13a – 15(e), as at 31 December 2015 were effectve, and that
subsequently untl 17 February 2016 (the date of the approval of the
Annual Report and Accounts by the Boards) there have been no
sgnfcant changes n the roup’s nternal controls, or n other
factors that could sgnfcantly affect those controls
Unlever s requred by Secton 404 of the US Sarbanes-Oxley
Act of 2002 to report on the effectveness of ts nternal control
over fnancal reportng Ths requrement wll be reported on
separately and wll form part of Unlever’s Annual Report on
Form 20-F
52 Unilever Annual Report and Accounts 2015Governance
ORPORATE OVERNANE ONTINUED