UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one) | ||
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 | ||
OR | ||
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 001-04546
UNILEVER PLC
(Exact name of Registrant as specified in its charter)
ENGLAND
(Jurisdiction of incorporation or organization)
100 Victoria Embankment, London, England
(Address of principal executive offices)
R Sotamaa, Chief Legal Officer and Group Secretary
Tel: +44(0)2078225252, Fax: +44(0)2078225464
100 Victoria Embankment, London EC4Y 0DY, UK
(Name, telephone number, facsimile number and address of Company Contact)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered |
|
American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each | New York Stock Exchange | |
2.2% Notes due 2019 2.1% Notes due 2020 1.8% Notes due 2020 4.25% Notes due 2021 1.375% Notes due 2021 2.2% Notes due 2022 2.6% Notes due 2024 3.1% Notes due 2025 2.0% Notes due 2026 2.9% Notes due 2027 5.9% Notes due 2032 4.8% Notes due 2019 |
New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
The total number of outstanding shares of the issuers capital stock at the close of the period covered by the annual report was: 1,310,156,361 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer, large accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐
*The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; Unilevers investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilevers business; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Unilever Annual Report and Accounts 2017.
MAKING
SUSTAINABLE LIVING
COMMONPLACE
ANNUAL REPORT ON
FORM 20-F 2017
ANNUAL REPORT ON
FORM 20-F 2017
This document is made up of the Strategic Report, the Governance Report, the Financial Statements and Notes, and Additional Information for US Listing Purposes.
The Unilever Group consists of Unilever N.V. (NV) and Unilever PLC (PLC) together with the companies they control. The terms Unilever, the Group, we, our and us refer to the Unilever Group.
Our Strategic Report, pages 1 to 33, contains information about us, how we create value and how we run our business. It includes our strategy, business model, market outlook and key performance indicators, as well as our approach to sustainability and risk. The Strategic Report is only part of the Annual Report and Accounts 2017. The Strategic Report has been approved by the Boards and signed on their behalf by Ritva Sotamaa Group Secretary.
Our Governance Report, pages 34 to 76 contains detailed corporate governance information, our Committee reports and how we remunerate our Directors.
Our Financial Statements and Notes are on pages 77 to 155.
Pages 1 to 157 constitute the Unilever Annual Report and Accounts 2017 for UK and Dutch purposes, which we may also refer to as this Annual Report and Accounts throughout this document.
The Directors Report of PLC on pages 34 to 46, 77 (Statement of Directors responsibilities), 108 (Dividends on ordinary capital), 121 to 126 (Treasury Risk Management), 145 (branch disclosure) and 151 and 155 (Post balance sheet event) has been approved by the PLC Board and signed on its behalf by Ritva Sotamaa Group Secretary.
The Strategic Report, together with the Governance Report, constitutes the report of the Directors within the meaning of Section 2:391 of the Dutch Civil Code and has been approved by the NV Board and signed on its behalf by Ritva Sotamaa Group Secretary.
Pages 158 to 179 are included as Additional Information for US Listing Purposes.
ONLINE
You can find more information about Unilever online at
www.unilever.com |
For further information on the Unilever Sustainable Living Plan (USLP) visit
www.unilever.com/sustainable-living |
The Annual Report on Form 20-F 2017 along with other relevant documents can be downloaded at
www.unilever.com/ara2017/downloads |
CONTENTS | ||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
6 | ||||
7 | ||||
8 | ||||
9 | ||||
10 | ||||
11 | ||||
11 | ||||
13 | ||||
15 | ||||
16 | ||||
17 | ||||
18 | ||||
19 | ||||
26 | ||||
34 | ||||
34 | ||||
41 | ||||
43 | ||||
45 | ||||
47 | ||||
77 | ||||
77 | ||||
78 | ||||
86 | ||||
86 | ||||
86 | ||||
87 | ||||
88 | ||||
89 | ||||
90 | ||||
156 | ||||
157 | ||||
158 |
ABOUT US |
AT A GLANCE
UNILEVER IS ONE OF THE WORLDS LEADING CONSUMER GOODS COMPANIES, MAKING AND SELLING AROUND 400 BRANDS IN MORE THAN 190 COUNTRIES.
Every day, 2.5 billion people use our products to feel good, look good and get more out of life. Our range of world-leading, household-name brands includes Lipton, Knorr, Dove, Axe, Hellmanns and Omo. Thirteen of the worlds top 50 brands are owned by Unilever, up from twelve the previous year, with our nearest competitor owning just five, according to Kantars brand footprint report in May 2017.
In 2017 we had 13 billion euro brands. In addition our portfolio also includes trusted and iconic local brands designed to meet the specific needs of consumers in their home market such as Bango in Indonesia, Pureit in India and Suave in the United States. Our geographic reach gives us an unparalleled global presence, including a unique position in emerging markets which generate 58% of our turnover.
During 2017, Unilever operated across four categories. The largest was Personal Care, followed by Foods, Home Care and Refreshment. Each one is discussed in more detail on pages 11 and 12. In April 2017, we announced our intention to combine our Foods and Refreshment categories (which took effect on 1 January 2018) and the divestment of our Spreads business, which we expect to complete in mid-2018 after a 6.825 billion offer from KKR in December 2017. These changes will accelerate our strategy of long-term, sustainable shareholder value creation. In this Annual Report and Accounts, we report the performance of Foods and Refreshment separately because they were separate categories for the reporting period. They will be reported together from 2018 onwards.
Our business activities span a complex global value chain. See page 9 for more details. At the heart of our business is a workforce of 161,000 people who are driven by our Purpose and empowered to excel in our fast-changing markets. Unilevers Code of Business Principles (the Code), and the 24 policies that support it (Code Policies), set out the standards required from all our employees. The Code Policies cover a number of areas, including countering corruption (eg anti-bribery), respecting people (eg respect, dignity and fair treatment) and safeguarding information. Together, the Code and Code Policies help us put our values of Integrity, Respect, Responsibility and Pioneering into practice. See page 16 for more on our Code and Code Policies.
Our employees are supported by a management team with representatives from around 90 countries. In emerging markets, more than 70% of our country leadership teams are local. It is this combination of global strength and deep local expertise which lies at the heart of our success in developing strong, consumer-relevant innovation.
To harness these global and local advantages we have changed the way we are organised. Central to this strategy is the accelerated implementation of Connected 4 Growth (C4G), the largest change programme Unilever has undergone in the last ten years to create a faster, simpler organisation. Our new C4G organisation is now fully operational. We expect the benefits of C4G to be realised progressively during 2018 and 2019. C4Gs strategic role is explained in more detail on page 10.
A further change to make Unilever a simpler and more flexible business has been a review by the Boards of our dual-headed legal structure. The review by the Boards is continuing and the outcome will be announced in due course.
OUR PURPOSE
UNILEVER HAS A CLEAR PURPOSE TO MAKE SUSTAINABLE LIVING COMMONPLACE. WE BELIEVE THIS IS THE BEST WAY TO DELIVER LONG-TERM SUSTAINABLE GROWTH.
As the pace of change accelerates in our markets, we are creating a stronger, simpler and more agile business. These changes will help us to deliver our Purpose and our Vision to grow our business, whilst decoupling our environmental footprint from our growth and increasing our positive social impact.
However volatile and uncertain the world becomes, Unilevers Purpose and Vision will remain because we believe that managing for the long term is the best way for us to grow. We are well placed to deliver long-term value through our strategy, category strategies and the Unilever Sustainable Living Plan (USLP), launched in 2010. These are supported by a transformational change agenda which combines our own actions with a stakeholder approach to external advocacy and public policy. Our scale and reach mean we are well placed to capture the economic opportunities presented by the United Nations Sustainable Development Goals (SDGs). Find out more about how we are creating value from the SDGs on page 15.
The USLP is a value driver in its own right. Our commitment to the USLPs three big goals of improving health and well-being for more than 1 billion people by 2020, halving our environmental footprint by 2030, and enhancing livelihoods for millions by 2020 has delivered growth for the business. In 2016, 18 of our top 40 brands qualified as Sustainable Living brands, growing 50% faster than the rest of the business, while delivering more than 60% of Unilevers growth. Their success is driven by the growing consumer demand for brands that have purpose at their core. Our 2017 Sustainable Living brands will be announced in May 2018 once the analysis is complete. Find out more about our Sustainable Living brands on pages 11 to 13.
The USLP also delivers lower costs through reduced waste, energy and packaging. It lowers risks in our supply chain by securing a sustainable supply of critical raw materials such as palm oil and tea. And it also increases trust in our business - particularly among consumers, employees, investors and governments.
We work in partnership with governments and other organisations to drive transformational change across society with initiatives to help realise the SDGs. These are themselves opportunities to grow our business by addressing unmet challenges while alleviating major social and environmental issues, such as climate change and deforestation, creating more opportunities for women and enhancing livelihoods, promoting health and well-being and championing sustainable agriculture and food security.
Our track record over the past eight years proves our multi-stakeholder model of long-term, compounding, sustainable growth is working for shareholders. See page 18 for more details. At the same time, we have helped more than 601 million people improve their health and hygiene. We have enabled 1.6 million small-scale retailers and 716,000 smallholder farmers to access initiatives aiming to increase their incomes or improve their agricultural practices. And we have sourced 56% of our agricultural raw materials sustainably.
This Annual Report and Accounts provides further detail on our performance during the year and how our business model is delivering accelerated returns for shareholders and a more sustainable way of doing business for the benefit of all our stakeholders. Find out more about our performance on pages 6 and 7.
Annual Report on Form 20-F 2017 | Strategic Report | 1 |
CHAIRMANS STATEMENT |
As we look back on 2017, it is quite clear that the consumer goods sector is going through a vast amount of change and disruption. Increasingly fragmented media channels and routes to market are transforming the shopper experience and leaving the way open for many more new players to enter our markets. Consumers own behaviour is also changing, with a much higher importance being placed today on products that satisfy a growing desire for naturalness and authenticity.
It all makes this a very exciting time to be in consumer goods and while change on this scale brings its own challenges, there are many more opportunities in my view, especially for companies able to respond with the kind of speed and agility that todays environment demands.
For Unilever, the organisational changes of recent years - with a much greater focus on front-line empowerment - combined with the steady strengthening and sharpening of our portfolio, mean that the Group is well placed to take advantage of these changing market dynamics. There is also no doubt, in my view, that Unilevers unflinching commitment to sustainable and equitable growth, as reflected in the Unilever Sustainable Living Plan, has growing resonance among consumers the world over.
These factors certainly contributed to another strong year for Unilever, with solid revenue growth, strong profitability and good cash flow performances. These results capped what has been an eventful year for the Group, which included in February an unexpected takeover attempt.
The Board had no hesitation in rejecting the offer for all the shares of Unilever N.V. and PLC, which we believed was without any financial or strategic merit. Even though the offer was quickly withdrawn, it did highlight further opportunities to capture the value we see in Unilever at a faster rate.
To that end, the Board and management undertook a thorough review on how to accelerate sustainable shareholder value creation, building on the Groups successful long-term compounding growth model. A wide-ranging package of measures announced in April was well received and by the end of the year the Group was able to report strong progress towards those goals.
At the heart of the review was an acceleration of the Groups existing strategy, including faster implementation of the successful Connected for Growth change programme, first introduced in 2016, as well as the further sharpening and strengthening of the portfolio. No fewer than twelve acquisitions were announced or completed in 2017. Significantly, the Group also announced in December the sale of the Spreads business to KKR.
As part of the review the Group also announced the setting of a long-term goal towards an underlying operating margin target of 20% by 2020 and the completion of a 5 billion share buy-back programme. Another important outcome was a commitment to simplify the Groups capital structure, and hence provide Unilever with the flexibility for further and bigger portfolio change if deemed necessary in the future. The review of the dual-headed structure is progressing well, and while no decisions have yet been taken, the Board considers that unification with a single share class would be in the best interests of Unilever and its shareholders as a whole.
Whatever the outcome of the dual-headed structure review, the Board is determined that Unilever will remain at the forefront of good corporate governance and to that end we have already announced that it would be our intention to maintain listings in the Netherlands, the United Kingdom and the United States, and continue to apply both the UK and Dutch corporate governance codes.
These are important matters, but the Board also remains firmly focussed on the Groups number one priority of continued outperformance over both the medium and the long-term. The events of this year have re-affirmed our confidence that Unilever has both the quality of management and the clarity of strategy needed to deliver on this objective.
During the review earlier in the year, I met with investors in Europe and North America as part of a consultation exercise involving 50 of the Groups top shareholders and other investors. The meetings were valuable in confirming the widespread support among shareholders for Unilevers long-term compounding growth model, whilst also helping to identify opportunities to accelerate value creation.
We also conducted a separate consultation on our proposed new Remuneration Policy for the Executive Directors. At the 2017 AGMs you provided your strong support to the implementation of a reward framework that encourages and enhances the strong performance culture that Paul Polman has built at Unilever by enabling managers within Unilever to have an even stronger personal commitment to Unilever share ownership. The proposed new Remuneration Policy will be put to shareholders to be voted upon at the 2018 AGMs in May to enable this. Further information on our proposals can be found in the Compensation Committees report on pages 47 to 76.
EVALUATION
Our Board evaluation in 2017 was externally facilitated and the results were discussed at the April 2017 Board meeting. The Board continues to perform effectively with good leadership and competent and engaged members, and has the appropriate focus on both in-year performance and strategy for the future. Reflecting on the lessons learnt by the Board in the previous year the Board agreed, in particular, in the evaluation discussions to:
| maintain an ongoing focus on strategy and emerging risks during the year in addition to the deep focus on strategy once a year; |
| continue to ensure that Board succession planning is closely aligned to Unilevers strategy. In this regard the Board welcomed the skills and capabilities matrix developed by the Nominating and Corporate Governance Committee as a tool to help enhance Board succession discussions; and, |
| ensure that the Board programme and agendas allow the best exposure to Unilevers business and its senior management. |
Further detail on the evaluation process this year, together with the Boards remit, operations and the topics the Board regularly discusses and debates can be found in the Governance section on pages 34 to 76.
BOARD COMPOSITION AND SUCCESSION
During the year, we saw the departure of Professor Louise Fresco who I would like to thank for her outstanding contribution to Unilever. The Board remains truly diverse in their nationality, experience and gender, with the proportion of female Non-Executive Directors in 2017 at 45%.
LOOKING AHEAD
Confidence in our outlook was reflected earlier in the year when we announced a 12% increase in the dividend for the 2017 financial year. Despite the fact trading conditions are likely to remain challenging in 2018, the Board remains confident in the outlook and in the strategy for the Group.
Finally, on behalf of the Board, I would like to thank our many stakeholders as well as the 161,000 hardworking employees of Unilever for their continued support and commitment.
MARIJN DEKKERS
CHAIRMAN
2 | Strategic Report | Annual Report on Form 20-F 2017 |
BOARD OF DIRECTORS |
OVERVIEW OF EXECUTIVE & NON-EXECUTIVE DIRECTORS
MARIJN DEKKERS Chairman
Previous experience: Bayer AG (CEO); Thermo Fisher Scientific Inc. (CEO).
Current external appointments: Novalis LifeSciences LLC (Founder and Chairman); General Electric Company (NED); Quanterix Corporation (Director); Georgetown University (member Board of Directors).
|
|
|
|
|||
ANN FUDGE Vice-Chairman/Senior Independent Director
|
PAUL POLMAN CEO |
GRAEME PITKETHLY CFO |
NILS SMEDEGAARD ANDERSEN |
|||
|
|
|
|
|||
Previous experience: General Electric Company (NED); Marriott International, Inc. (NED); Young & Rubicam, Inc. (Chairman and CEO). Current external appointments: Novartis AG (NED); Northrop Grumman Corporation (NED); Catalyst, Inc. (Director); US Programs Advisory Panel of Gates Foundation (Chairman); Brookings Institution (Honorary Trustee). |
Dutch, Male, 61. Appointed CEO: January 2009. Appointed Director: October 2008. Previous experience: Procter & Gamble Co. (Group President, Europe); Nestlé SA (CFO); Alcon Inc. (Director). Current external appointments: DowDuPont, Inc. (NED); World Business Council for Sustainable Development (Chairman, Executive Committee); Financing Capitalism for the Long-Term (FCLT), Global (Board member).
|
British, Male, 51. Appointed CFO: October 2015. Appointed Director: April 2016. Previous experience: Unilever UK and Ireland (EVP and General Manager); Finance Global Markets (EVP); Group Treasurer; Head of M&A; FLAG Telecom (VP Corporate Development); PwC. Current external appointments: Financial Stability Board Task Force on Climate Related Financial Disclosure (Vice Chair). |
Previous experience: A.P. Moller Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice-Chairman). Current external appointments: BP Plc (NED); Dansk Supermarked A/S (Chairman); Unifeeder S/A (Chairman); Faerch Plast (Chairman). |
|||
|
|
|
|
|||
LAURA CHA
|
VITTORIO COLAO |
JUDITH HARTMANN |
MARY MA |
|||
|
|
|
|
|||
Previous experience: Securities and Futures Commission, Hong Kong (Deputy Chairman); China Securities Regulatory Commission (Vice Chairman). Current external appointments: HSBC Holdings plc (NED); China Telecom Corporation Limited (NED; Foundation Asset Management Sweden AB (Senior international advisor); Executive Council of the Hong Kong Special Administrative Region (Non-official member); 12th National Peoples Congress of China (Hong Kong Delegate).
|
Previous experience: RCS MediaGroup SpA (CEO); McKinsey & Company (Partner); Finmeccanica Group Services SpA (renamed to Leonardo SpA) (NED); RAS Insurance SpA (merged with Allianz AG), (NED). Current external appointments: Vodafone Group plc (CEO); Bocconi University (International Advisory Council); European Round Table of Industrialists (Vice-Chairman). |
Previous experience: General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED). Current external appointments: ENGIE Group CFO and EVP North America and UK/Ireland; Suez (NED). |
Previous experience: TPG Capital, LP (Partner); TPG China Partners (Co-Chairman). Current external appointments: Lenovo Group Ltd. (NED); Boyu Capital Consultancy Co. Ltd (Managing Partner); MXZ Investment Limited (Director); Securities and Futures Commission, Hong Kong (NED). |
|||
|
|
|
|
|||
STRIVE MASIYIWA
|
YOUNGME MOON |
JOHN RISHTON |
FEIKE SIJBESMA |
|||
|
|
|
|
|||
Previous experience: Africa Against Ebola Solidarity Trust (Co-Founder and Chairman); Grow Africa (Co-Chairman); Nutrition International (formerly known as Micronutrient Initiative) (Chairman). Current external appointments: Econet Group (Founder and Group Executive Chairman); Econet Wireless Zimbabwe Ltd (Director); The Alliance for a Green Revolution in Africa (AGRA) Not-for-Profit Corporation (Chairman); Rockefeller Foundation (Trustee). |
Previous experience: Harvard Business School (Chairman and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED). Current external appointments: Rakuten, Inc. (NED); Sweetgreen Inc (Board Member); Harvard Business School (Professor). |
Previous experience: Rolls-Royce Holdings plc (CEO); Koninklijke Ahold NV (merged to Koninklijke Ahold Delhaize NV) (CEO, President and CFO); ICA (now ICA Gruppen AB)(NED). Current external appointments: Informa plc (NED); Serco Group plc (NED); Associated British Ports Holdings Ltd. (NED). |
Previous experience: Supervisory Board of DSM Nederland B.V. (Chairman); Utrecht University (Supervisory); Stichting Dutch Cancer Institute/ Antoni van Leeuwenhoek Hospital NKI/AVL) (Supervisory). Current external appointments: Koninklijke DSM NV (CEO and Chairman of the Managing Board); De Nederlandsche Bank NV (Member of the Supervisory Board); Carbon Pricing Leadership Coalition (High Level Assembly Co- Chairman), Climate Leader for the World Bank Group Leader, convened by World Bank Group.
|
|||
|
|
|
|
NON-EXECUTIVE DIRECTORS
MARIJN | NILS | LAURA | VITTORIO | ANN | JUDITH | MARY | STRIVE | YOUNGME | JOHN | FEIKE | ||||||||||||
DEKKERS | ANDERSEN | CHA | COLAO | FUDGE | HARTMANN | MA | MASIYIWA | MOON | RISHTON | SIJBESMA | ||||||||||||
Age |
60 | 59 | 68 | 56 | 66 | 48 | 65 | 57 | 53 | 60 | 58 | |||||||||||
Gender |
Male | Male | Female | Male | Female | Female | Female | Male | Female | Male | Male | |||||||||||
Nationality |
Dutch /
American |
Danish | Chinese | Italian | American | Austrian | Chinese |
Zimbab-
wean |
American | British | Dutch | |||||||||||
Appointment date |
April
2016 |
April
2015 |
May
2013 |
July
2015 |
May
2009 |
April
2015 |
May
2013 |
April
2016 |
April
2016 |
May
2013 |
November
2014 |
|||||||||||
Committee membership* |
CC, NCGC | AC | NCGC | CC |
CC
(Chairman) |
AC | CC |
CRC
(Chairman) |
CRC |
AC
(Chairman) |
CRC, NCGC
(Chairman) |
|||||||||||
Leadership of complex global entities |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Finance |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
Consumer / FMCG insights |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Digital insights |
✓ | ✓ | ||||||||||||||||||||
Sales & marketing |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Science & technology |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
Attendance at planned Board Meetings |
6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | |||||||||||
Attendance at ad hoc Board Meetings |
8/8 | 8/8 | 6/8 | 7/8 | 5/8 | 6/8 | 8/8 | 7/8 | 7/8 | 5/8 | 7/8 | |||||||||||
Tenure as at 2017 AGMs |
1 | 2 | 4 | 2 | 8 | 2 | 4 | 1 | 1 | 4 | 3 | |||||||||||
* | AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating and Corporate Governance Committee. |
Annual Report on Form 20-F 2017 | Strategic Report | 3 |
CHIEF EXECUTIVE OFFICERS REVIEW |
A CHALLENGING BACKDROP TO THE YEAR
2017 was another challenging year for the world economy, and in particular for the consumer goods industry. Consumer confidence continued to be hit by a combination of stagnating wages, recessionary pressures and widespread political and economic uncertainty. While the economic system is working for some, the benefits are still not widely felt, and inequality is rising in most countries. Thats not good for the consumer goods industry. Climate change is also becoming an increasing risk factor for most sectors, making our own mitigating actions even more important.
At the same time, our industry experienced unprecedented levels of disruption last year, driven by the accelerating pace of technology. When combined with significant changes in consumer behaviour, these events are causing manufacturers and retailers alike to rethink fundamentally how they reach, serve and ultimately delight consumers in markets that are more dynamic and open to entry than ever before.
THE IMPORTANCE OF CONSISTENT PERFORMANCE
Delivering consistent, market-beating performance in such volatile and fast-changing markets is increasingly challenging. Not many companies achieve it. In fact, a McKinsey & Co study found that over a thirty-year period only 40% of nonfinancial companies then in the S&P 500 survived. Its grow or go they concluded and 60% have gone (Why its a world of grow or go. McKinsey & Co). By contrast, those companies that can deliver consistent performance in a responsible way get rewarded.
Judged against these criteria, it is not difficult to see why Unilever finds itself one of the best performing companies in our sector, with a total shareholder return over the last nine years of close to 300%. In that time the Group has also delivered consistent top and bottom line progress. This goes to the heart of our responsible long-term compounding growth model - based on continuously high levels of re-investment - which has served Unilever well for many years. Indeed, it is worth noting that one pound invested in Unilever in the FTSE in 1986 would have generated a return four times higher than the market average.
A GOOD YEAR
2017 saw a continuation of this trend. Underlying sales excluding spreads, which we have agreed to sell, grew 3.5% (3.1% including spreads), representing a good performance in largely subdued markets. Growth was broad-based across all our categories and of good quality, supported by high levels of brand and marketing investment.
There was excellent progress on absolute profitability and on underlying operating margin by 110 basis points helped by strong delivery against the key savings and efficiency programmes behind our Connected for Growth (C4G) change programme, which started in 2016. Two-thirds of the more than 2 billion of savings generated in 2017 were re-invested behind growing our brands in line with our long-term model. The increase in underlying operating profit also contributed to a record free cash flow delivery at 5.4 billion, an improvement of 0.6 billion.
By any measure, this represents a good, all-round performance, as well as further evidence of the transformation of Unilever to a sustainable growth company. In this environment, we continue to believe that a long-term focus on multiple stakeholders, behind a purpose-driven sustainable business model, is the best guarantee of future success.
LOOKING AHEAD WITH CONFIDENCE
Although the global economy is showing signs of improvement, we can expect 2018 to be another challenging year, with further rapid and wide-ranging disruption to our markets. In addressing these challenges, we are benefiting, I believe, from having started early in anticipating and responding to many of the trends and developments we currently see re-shaping our markets.
By anticipating, for example, the desire of consumers for more natural and authentic products and for brands that serve a deeper purpose the relevance and impact of our Unilever Sustainable Living Plan, introduced in 2010, has increased steadily. Last year we reported
that the growth of our sustainable living brands was outstripping other brands and accounted for 60% of Unilevers growth.
The leadership role Unilever has played more widely in pioneering responsible business models was also further acknowledged last year. Indeed, for the seventh consecutive year Unilever topped the GlobeScan/SustainAbility ranking of 1,000 sustainability experts around the world the longest-running and most extensive survey of its kind. The study identified integrating sustainability into the heart of the business, demonstrating executive leadership, strong performance in supply chain management, and commitment to the Sustainable Development Goals (SDGs), as among key reasons behind the Groups leadership, concluding that Unilever continues to be seen as the global leader on sustainability.
We are also benefiting from the company-wide implementation of Connected for Growth. By streamlining the Group and by empowering our front-line operators, C4G is providing the combination of resilience and agility that todays trading environment demands. We are already seeing the benefits, with employees reporting a significant improvement in the speed of decision-making and a greater bias for action.
A key measure of C4Gs longer term success will be our ability to roll-out bigger and more impactful innovations even quicker, both globally and locally. Again, there is evidence of improved performance. The number of local launches was substantially up in 2017. Our key emphasis, however, remains on our core, global brands and on developing strategic, global launches based on larger projects with more consumer benefits. We already see some great examples of this, including in 2017 with the launch of Magnum Pints, providing the ultimate ice-cream and chocolate experience in a tub; the roll-out of Baby Dove to a further 19 countries; the relaunch of the Hellmanns brand with strengthened naturalness claims in 28 markets, as well as the roll-out of Hellmanns organic variants in both Europe and North America; and the continued roll-out of the incredibly successful Domestos toilet blocks, now in 33 countries, helping to drive double-digit growth for the brand. It is a further measure of the strength of our brands that more of them appear in the annual Kantar Global Ranking of Most Chosen Consumer Brands than those of our competitors.
In the spirit of the C4G changes, we also announced last year the bringing together of our Foods and Refreshment categories into a single division, based in Rotterdam. The work for this was completed in 2017. We believe the new Foods & Refreshment division can become an even stronger global powerhouse, benefiting from the scale and efficiencies that the integration will bring.
We have also moved decisively in recent years to reshape our portfolio in anticipation of changing consumer trends and to help maximise new and burgeoning growth opportunities. Over the last three years, we have made or announced 22 acquisitions. Twelve of these came last year alone as we accelerated our portfolio transformation further, making 2017 one of the most active acquisition periods in the companys history.
These new businesses strengthen our portfolio in a variety of ways. Some give us access to fast-growing segments of markets in which we are already active but currently under-represented, such as Carver Korea, which will enable us to leverage the growing demand for Korean skin care products. Others will enable us to expand in complementary, adjacent categories, such as colour cosmetics (Hourglass) and air purification (Blue Air). Some give us greater regional scale in existing categories, as is the case with the acquisition of the Quala home and personal care business in Latin America and EAC in Myanmar. And others bring skills and capabilities in new, rapidly emerging segments, including subscription and direct-to-consumer models (e.g. Dollar Shave Club and our Prestige beauty businesses).
Having announced earlier in the year the intention to divest our spreads business, 2017 also ended with the announcement of the sale of the business to KKR for a little over 6.8 billion.
This combination of an increasingly relevant Unilever Sustainable Living Plan, a C4G change model that supports the kind of speed, agility and organisational resilience needed to compete in todays markets; and a sharper portfolio better weighted to higher growth categories and geographies, gives us the confidence that we can go on delivering consistent, market-beating performance.
4 | Strategic Report | Annual Report on Form 20-F 2017 |
We are also particularly well placed, I believe, to capture the opportunities of the digital revolution - and the unprecedented explosion in data which are transforming our markets and our ways of operating. Again, we started early. Our digital marketing capabilities, for example, have frequently been recognised as among the best in the industry and the online sales of our brands increased by a further 80% last year, making it a 1.7 billion business for us. However, this area is moving fast. The amount of data in the world is more than doubling every two years. Our ambition is to build a billion one-to-one consumer relationships, leveraging our in-house People Data Centres and the opportunity they give us to connect with consumers in a meaningful way through real-time analytics. We need to continue driving this critical agenda, which is why we are investing heavily in digital, experimenting with a range of new, direct-to-consumer business models and embarking on an enterprise wide digital transformation programme.
THE POWER OF OUR PEOPLE
Ultimately, Unilevers success will come down to its ability to attract and retain the most talented individuals and to motivate and inspire them with a mission and a purpose that speaks to the long-term aims and values of the company.
Here, again, we start from a strong base. A remarkable 90% of employees express pride in working for Unilever, well above the industry average. And last year the number of countries in which Unilever was named most desired employer rose to 44 of the 52
markets in which we recruit - a more than 25% increase on the year before and a remarkable testament to the attractiveness of our employer proposition and our purpose-driven model.
At the heart of our people agenda is a focus on creating a balanced and inclusive workforce. This focus not only underpins Unilevers longstanding values especially tolerance and respect - but also guarantees the diversity of thought and ideas on which our business depends. We made further strides again in 2017, not least in the area of gender balance, with the proportion of female managers rising to 47% of our total management population.
DELIVERING FOR ALL OUR STAKEHOLDERS
In conclusion, let me thank all of the wonderful people of Unilever and the many more we partner with around the world who worked so hard to make 2017 such a strong and positive year for the Group. It was a year in which our long-term compounding growth model was questioned by some, but was ultimately shown to be a model that unequivocally delivers in the interests of Unilever and its multiple stakeholders, including shareholders.
PAUL POLMAN
CHIEF EXECUTIVE OFFICER
UNILEVER LEADERSHIP EXECUTIVE (ULE) OVERVIEW
FOR PAUL POLMAN AND GRAEME PITKETHLY SEE PAGE 3
Annual Report on Form 20-F 2017 | Strategic Report | 5 |
* | Key Financial Indicators. |
^ | Wherever referenced in this document, 2017 underlying sales growth does not include Q4 price growth in Venezuela. See pages 22 to 23 on non-GAAP measures for more details. |
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. In order to provide a clear picture of our performance against the objectives set out in our strategic review we report underlying operating margin, which excludes restructuring costs, in place of the previously reported core operating margin. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on page 22.
6 | Strategic Report | Annual Report on Form 20-F 2017 |
UNILEVER SUSTAINABLE LIVING PLAN
Baseline 2010 unless otherwise stated
** | Key Non-Financial Indicators. |
◇ | PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of preparation see www.unilever.com/ara2017/downloads |
f | PwC assured in 2016. For details and 2016 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive |
r | PwC assured in 2015. For details and 2015 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive |
q | Greenhouse Gases was assured as a 6% increase in 2015 by PwC. This was restated to 7% in 2016 as we revised our 2010 baseline with updated product data. Waste was assured as a 29% reduction in 2015 by PwC. This was restated to 26% in 2016 as we revised our 2010 baseline with updated recycling data. |
| During the year we have amended how we assess compliance with the Responsible Sourcing Policy, hence prior year numbers are not comparable. See page 14 for further details. |
Around 370,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2017. |
( ) | In the table above, brackets around numbers indicate a negative trend which, for environmental metrics, represents a reduction in impact |
+ | Target approved by the Science Based Targets Initiative |
^ | See page 13 for more information |
Annual Report on Form 20-F 2017 | Strategic Report | 7 |
A CHANGING WORLD |
UNILEVER OPERATES IN THE FAST-MOVING CONSUMER GOODS (FMCG) INDUSTRY, ONE OF THE LARGEST AND MOST COMPETITIVE INDUSTRIES IN THE WORLD.
The top 25 global FMCG players generate sales of over 500 billion in markets characterised by their highly dynamic nature. Rapid change is now a constant, caused by fragmentation throughout the value chain, requiring fast, innovative and profitable responses in areas such as supply chain, customer development, marketing and brand innovation.
In response we have taken a number of strategic actions including the sale of our Spreads business, the integration of our Foods and Refreshment categories, the announcement or completion of 12 acquisitions in faster growing segments and channels, and the acceleration of our Connected 4 Growth (C4G) change programme. Launched in 2016 to create a faster, simpler organisation, we are realising C4Gs benefits through digitally connected end-to-end marketing, R&D and supply chain, and a more agile organisation leveraging our global scale and local expertise.
FASTER PACE OF CHANGE
There is no doubt that the business environment is changing at a faster pace than ever. These changes bring challenges but also significant opportunity. We see changes in a number of areas, notably in consumer preferences, route-to-market channels, media and brand communication and the competitive landscape.
Consumers are taking radically different paths when purchasing brands, often combining both offline and online channels where influencers are a growing force. Younger consumers are prioritising meaning over materialism, demanding brands with a point of view and more authenticity, transparency and sustainability. More people moving into the global workforce, especially in emerging markets, is resulting in long-term shifts in demand for products with greater convenience and time-saving attributes, notably in Foods and Home Care, but without sacrificing quality or sustainability benefits. The trend of growing middle classes continues, albeit challenged by incomes rising only slowly in some emerging markets and inequality increasing globally.
Channels to reach consumers are also fragmenting, with less reliance on big box retailers as e-commerce continues to grow, driven in part by direct-to-consumer models. The global FMCG e-commerce channel continues to grow by 30% a year according to the latest industry reports. Specialist channels, such as drug stores, continue to grow in significance as do discount and convenience stores.
The proliferation of diverse digital and social media channels has led to significant media fragmentation. Digital advertising is playing an increasingly important role in brand advertising now around 40% of the total advertising market. However, tackling viewability standards and fraud in digital advertising through verification of views and demonstrating the value of digital advertising spend are ongoing challenges for the industry.
Responses to change are predicated on the need for efficiency and margin improvement as competition intensifies. Some global players are adopting models prioritising cost-cutting over long-term investment.
Local players present a growing challenge. They react swiftly with innovations meeting local trends, one reason why responses, such as Unilevers C4G programme, are critical in marrying the benefits of global scale, in areas such as marketing and R&D, with entrepreneurial country teams empowered to lead launches that meet local trends.
A MIXED ECONOMIC OUTLOOK
This pace of change comes as market conditions across many of our markets remain challenging. There are, however, grounds for optimism as local currencies are stabilising and real wages are making a recovery. We are starting to see signs of improvement in some of the large emerging markets such as India and China but others, notably Brazil, are suffering economic problems with consumers spending less. This requires further rapid, local responses from brands.
In Europe, the industry is seeing high promotion levels keeping prices down. Volumes are slowly picking up in certain markets. Consumers, while remaining cost conscious, are also seeking occasions to buy more premium and prestige products in return for economising on some of their routine household shopping. In North America, although GDP performance is positive, this has not translated into significant growth in our markets.
LONGER-TERM MACRO FORCES
Our markets are also shaped by systemic macro forces which impact at a different pace. We periodically review these trends to ensure our strategy and plans are fit for the future. Based on our latest macro forces analysis, we believe there are four distinct but overlapping trends that will shape the world over the next ten years: the multipolar world, the environment under stress, digital and technology revolution and people living differently (see pages 10 to 18 for our response).
Slow global growth is accentuating the financial and political polarisation within countries. Nationalist and protectionist tendencies are rising, threatening the progress of globalisation and free trade in recent decades.
Strains on the natural environment are intensifying with the impacts of climate change and water scarcity increasingly visible. Momentum is gathering globally to tackle climate change following the Paris Agreement, which came into force in 2016, aiming to limit temperature rise this century to below 2 degrees Celsius above pre-industrial levels. Concerns about the planet and society are matched by concerns about our own health. Obesity kills more people than hunger, while many populations struggle to find sufficient nourishment in their diets, presenting opportunities to meet these growing consumer needs.
Companies continue with the rapid development of new technologies. These include artificial intelligence, robotics, voice technology and virtual reality to engage with consumers in new ways. Data, and the Internet of Things, are disrupting traditional business models using technologies such as blockchain and increasingly sophisticated smart devices. Digitisation also comes with risk, at an individual, government and company level, over data privacy and security as well as brand safety.
Consumers are now living in communities that are becoming more diverse with fragmented identities. Younger generations, especially Millennials and Generation Z, are having a powerful influence on cultural norms such as diversity and gender. Older generations will exert a strong economic influence with the number of people aged 80 and over expected to triple by 2050. Migration is having a profound effect on national identity. Today, one in 30 people are international migrants living abroad, a 40% rise since 2000. People are encouraged to move, in part, by the rise of global megacities of ten million-plus inhabitants. These will rise from 31 to 41 by 2030. Such urbanisation is expected to create an additional 500 million one-person households between 2016 and 2030.
8 | Strategic Report | Annual Report on Form 20-F 2017 |
UNILEVER HAS A PROVEN BUSINESS MODEL THAT SUPPORTS LONG-TERM, COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION.
Our business activities span a complex, global value chain. Starting with consumer insights, we track changing consumer sentiment through our 25 People Data Centres around the world. Through close collaboration between marketing and R&D, we use our insights to inform product development, leveraging our 900 million annual R&D spend.
We work with thousands of suppliers and spend around 34 billion on goods and services, including approximately 13 billion on ingredients and raw materials for our products. Our global manufacturing operations across more than 300 factories in 69 countries turn these materials into products.
Our products are then distributed via a network of more than 400 globally coordinated warehouses to 25 million retail stores, from large supermarkets, hypermarkets, wholesalers and cash and carry, to small convenience stores, as well as other fast-growing channels such as e-commerce, out-of-home and direct-to-consumer. We work in close partnership with customers to ensure our brands are always available and properly displayed.
We are the second largest advertiser in the world, based on media spend. Alongside more conventional advertising, we create an increasing amount of tailored content ourselves to market our brands, using digital channels that are better targeted, more personalised and provide more accurate consumer insights. And in doing so, our value chain cycle repeats itself.
Underlying our value chain is a set of defining strengths which set us apart from our competitors: our portfolio of global brands and local jewels; a presence in more than 190 countries with 58% of our turnover in emerging markets; deep distribution capability through
ever more complex channels and a talent pool of local management 70% of our leaders are local.
Our strategy (see page 10) and our category strategies (see pages 11 and 12) harness these strengths to deliver competitive top and bottom line growth, and capital efficiency which in turn drives underlying earnings per share, free cash flow and return on invested capital and ultimately attractive returns for shareholders. To respond further to the increasing pace of change and the need to go further and faster in value creation, we are accelerating our C4G programme of organisational change to create a faster, simpler organisation. For more on C4G see page 10.
Combined with C4G, in April 2017, we set out financial targets to further accelerate shareholder value. These include underlying sales growth ahead of our markets, which in current market conditions we expect to translate into underlying sales growth of 3-5% each year up to 2020, projected savings of 6 billion by 2019 and an expansion of underlying operating margin from 16.4% to 20% by 2020. Return on Invested Capital is expected to be sustained in the high teens and dividends will continue to rise, reflecting increased confidence in the outlook for profit growth and cash generation.
Sustainable value creation also means investing for the long term, which is why the Unilever Sustainable Living Plan (USLP) is at the heart of our business model and Vision to grow our business, whilst decoupling our environmental footprint from our growth and increasing our positive social impact, in turn contributing to the United Nations Sustainable Development Goals (see page 15).
Our strategy and business model continue to deliver growth that is consistent, competitive, profitable and responsible. Between 2009 and 2017 it has delivered underlying sales growth of 4.3% a year while operating margin expanded by 390 basis points to 16.5%. In 2017 free cash flow increased to over 5 billion while return on invested capital was 19.2%. Longer term, Unilever has grown dividends by an average of 8% per year over the last 37 years, with no reductions.
Annual Report on Form 20-F 2017 | Strategic Report | 9 |
GROWING THE CORE, EVOLVING THE PORTFOLIO AND DEVELOPING CHANNELS ARE AT THE HEART OF OUR STRATEGY TO DELIVER LONG-TERM, COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION.
Our strategy helps us deliver top and bottom line growth in a fast-changing world. It is underpinned by Connected 4 Growth (C4G), a significant organisational change programme which aims to create a faster, simpler organisation while creating a culture of empowerment, collaboration and experimentation. We expect the benefits of C4G to be realised progressively during 2018 and 2019.
WINNING WITH BRANDS AND INNOVATION
|
Consumer preferences are changing and they are taking radically different paths when purchasing brands. We must therefore innovate faster to respond to these changes. While the level of innovation will vary by category, depending on market requirements and brand strategies we use 70:20:10 as a general percentage guideline. The 70 innovation projects are global roll-outs, such as Baby Dove which was launched in 19 markets in 2017. Local innovations marketed through global brands make up the 20 part of our portfolio, such as the launch of Comfort Sakura in Japan. The 10 are hyper-local launches such as the Sunsilk Yuya range in Mexico which respond directly to local requirements.
To enable this, C4G has created more than 200 Country Category Business Teams (CCBTs) which are multifunctional entrepreneurial units which break down silos by combining marketing, R&D, customer development and supply chain expertise. They have ownership of their own profit and loss account and are empowered to take decisions for their local requirements. Through CCBTs, we are aiming for more relevant innovations, which are rolled out faster. We are already seeing an improvement in time to market across our portfolio. At the same time, we are seeing more rapid local innovations to meet local trends. CCBTs are supported by 45 Brand Communities, which ensure global collaboration and best practice sharing.
Consumers increasingly seek brands that are authentic and which they can trust. Our Sustainable Living brands are a key differentiator in this regard. In 2016, 18 of our top 40 brands were Sustainable Living brands which combine a powerful purpose with products contributing to the Unilever Sustainable Living Plan. See page 13 for more.
Related principal risks (see pages 28 to 30): Brand preference, Economic and political instability, Portfolio management, Safe and high-quality products, Sustainability, Climate Change
|
WINNING THROUGH CONTINUOUS IMPROVEMENT
|
C4G plays a significant role in driving competitive growth, but it is also responsible for margin expansion to deliver profitable growth. Through sharper financial discipline governing overhead spending, and our zero-based budgeting approach, we are reducing costs as well as uncovering new and innovative ways of working.
In the supply chain, we have rolled out the 5S: smart programme across all categories. 5S drives cost savings, but it is more than a conventional cost saving exercise. It examines the business for improvements more broadly across the entire value chain, driving savings through smart buying, smart sourcing and smart product portfolio, all of which leverage our Partner to Win programme. 5S also drives revenue and margin through smart mix and smart pricing which we deliver through our Net Revenue Management programme. In Home Care alone, the 5S programme has delivered material savings of 450 million in 2017.
Customer development is using virtual reality tools to test ahead of new launches, savings costs and cutting project times compared to traditional methods using physical store mock-ups.
In marketing, we are creating more of our own content in house while making existing assets go further. Our 17 U-Studios in 12 countries are creating content for brand teams faster and around 30% cheaper than external agencies. In addition, we are using our global and agency networks in order to access efficient production solutions and locations. We continue to apply zero-based budgeting to improve efficiencies in areas such as brand and marketing investment.
Related principal risks (see pages 28 to 29): Supply chain, Sustainability, Climate Change
|
WINNING IN THE MARKETPLACE
|
We reach 2.5 billion consumers every day through 25 million retail stores. We are constantly evolving our portfolio through our C4G approach to reach consumers in all income brackets. This stretches from our prestige range in Personal Care, built from carefully selected acquisitions such as Carver Korea and Hourglass, down to Domex, a new toilet detergent innovation in powder format launched in just seven months for the lowest income groups in India. But we also reach wide into new geographies, with brands expanding to meet future pockets of growth such as Pure Leaf tea in North America and Sunlight dishwash in Central & Eastern Europe.
Data is key to informing innovation, gathered from publicly available information, but also from our 25 People Data Centres around the world. These identify trends and insights from social listening and engaging with consumers with ideas for new launches and formats. Alongside innovation, customer development is a key driver of growth. Our Category Channel Development Leaders sit on our CCBTs and work closely with our marketing professionals so products are available when and where consumers want them, in the format they prefer, utilising Net Revenue Management, supported by compelling and relevant communications.
E-commerce remains a key and growing channel. Our online business is now close to delivering 4% of Unilever turnover. We have more than 800 people dedicated to building our business through numerous online channels such as Amazon, Taobao in China, online grocery websites, as well as direct-to-consumer models deployed by Dollar Shave Club, T2 and a number of our prestige brands.
Related principal risks (see pages 28 to 30): Customer relationships, Economic and political instability, Portfolio management, Sustainability, Climate change
|
WINNING WITH PEOPLE
|
At the heart of C4G is a founders mindset that will power long-term value creation. It involves more collaboration, more experimentation through test and learn, embracing failure to gain insight and an obsession with customers and consumers. An owners mindset empowers our people to take responsibility for delivering business results. Through our CCBTs and Brand Communities, they take innovations from global teams and land them in markets. But they are also empowered, and provided with the resources, to develop local innovations with speed.
C4G gives our people licence to take responsibility for resources, driving efficiency improvements through zero-based budgeting and reinvesting the proceeds in higher growth areas. With a more entrepreneurial culture we are also changing the way our people are rewarded, with more long-term share-based incentive schemes that reward both business performance and progress on our Unilever Sustainable Living Plan (USLP) targets (see page 7).
To ensure we develop the right capabilities and skills needed for these different ways of working and new entrepreneurial leadership qualities, we are investing in continuous, always-on learning programmes that are available when people need them in the most relevant format.
Attracting and retaining the best talent is vital to value creation and our Purpose of Making Sustainable Living Commonplace is a clear differentiator, with 72% of employees believing sustainability drives growth in the business. In 2017, Unilever was the number one FMCG graduate recruiter in 44 countries.
Related principal risks (see pages 28 to 30): Talent, Business transformation, Sustainability
|
10 | Strategic Report | Annual Report on Form 20-F 2017 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS |
Meeting the needs of consumers is at the heart of our value creation model and strategy. We reach them through our four categories.
PERSONAL CARE
OUR PERSONAL CARE CATEGORY GENERATED TURNOVER OF 20.7 BILLION, ACCOUNTING FOR 39% OF UNILEVERS TURNOVER AND 46% OF OPERATING PROFIT.
The category is our largest and includes five brands with turnover of 1 billion or above, Axe, Dove, Lux, Rexona and Sunsilk and other household names such as TRESemmé, Signal, Lifebuoy and Vaseline. Personal Care has leading global positions in hair, skin cleansing and deodorants, and strong local positions in skin care and oral care. Its prestige range leads in premiumising our brand portfolio with turnover of 425 million from brands such as Dermalogica.
Personal Cares strategy is to deliver competitive growth in its core, while evolving the overall portfolio in response to market trends. It has four markets generating turnover of more than 1 billion: US, India, Brazil and Indonesia, highlighting its emerging market strengths which generated 12.5 billion of turnover. Underlying sales growth in the category during 2017 was 2.9%, a slowdown from 2016, while operating margin rose 140 basis points to 19.8%.
Growing the core and evolving areas such as naturals, prestige and baby was a key focus of innovation and investment in 2017. The Simple sensitive skin care range was rolled out to new markets, while several brands such as Dove and Sunsilk launched natural extensions. In India, Lever Ayush, a brand formulated using ayurvedic ingredients was launched and offers a range of skin, hair and oral care products. Hijab Fresh, a hand and body lotion specifically developed for Muslim consumers, was launched in Indonesia. Other launches included KJU Perfumed by Lux in China, capitalising on the appeal of Korean beauty, and Signals White Now Correction range in Europe. North America launched two brands: the millennial-focused hair care and skin cleansing brand, Love Beauty & Planet and ApotheCARE Essentials, a range of apothecary-inspired haircare products.
The business faced pressure in two of its largest markets, Brazil and Indonesia, due to difficult economic conditions which affected volumes. North America saw growth increase in hair care and skin cleansing while in Europe, consumers remain cost conscious and the retail environment challenging.
Several acquisitions were completed in line with the categorys strategy. Carver Korea was bought to strengthen our footprint in skin care in China, Japan and South Korea. Hourglass, a luxury colour cosmetics brand, Schmidts Naturals deodorant brand and Sundial Brands, a US hair care and skin care company serving multicultural and millennial consumers were acquired in 2017. An agreement was also announced in 2017 to acquire the home care and personal care business of Quala S.A., adding hair and male grooming brands in north Latin America.
The category has several Sustainable Living brands such as Axe, Dove, Rexona, Lifebuoy and Smile (Signal and Pepsodent) which are central to the ambitions of the USLP. Dove, Lifebuoy and Signal have programmes to achieve Unilevers goal of improving health and well-being for more than one billion people by 2020. Dove launched the Real Beauty Pledge in 2017 which promises that Dove will: always feature real women, never models, in campaigns; will portray women as they are in real life and will help girls build body confidence and self-esteem to realise their potential. Axes positioning, which embraces the individuality of real, modern men, supported Unilevers work on Unstereotype.
The media landscape continues to fragment, requiring efficiencies in producing marketing content and more efficient use of existing assets. This approach helped Personal Care meet savings targets from zero-based budgeting, expanding margins. Low volume growth and short-term volatility are risks but Personal Care is well-positioned to
respond to local competition, and remains a highly attractive growth and margin opportunity in an ever more connected world where its emerging market footprint is a major asset.
HOME CARE
OUR HOME CARE CATEGORY GENERATED TURNOVER OF 10.6 BILLION, ACCOUNTING FOR 20% OF UNILEVERS TURNOVER AND 13% OF OPERATING PROFIT.
Home Care includes two global brands with turnover of 1 billion or more, namely Dirt is Good (Omo and Persil) and Surf. Other leading brands include Comfort, Domestos, Sunlight, Cif, Pureit, the water purification brand and Blueair, the air purification business.
Home Cares strategic role is to grow profitability and it made good progress during 2017, generating underlying sales growth of 4.4% and increasing operating margin by 130 basis points to 10.8%. Its emerging markets footprint, accounting for 80% of turnover, and its leading brands delivered leadership positions in seven of its top ten markets. This resilience came against a slowdown in several key markets, combined with commodity inflation and currency fluctuations. However, premiumisation, portfolio evolution and expansion in new geographies all contributed to strong growth in South Asia, Africa and the region of North Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
In more challenging European, South East Asian and some Latin American markets, investment in core brands resulted in growth for Radiant in Brazil, Comfort in China and Sunlight in Indonesia. This was complemented by successful launches of Surf laundry detergents and Sunlight Dishwashing tablets in Central & Eastern Europe, combined with the continued success of Domestos toilet blocks in Europe and liquid laundry detergents in South East Asia. Future growth markets have been strengthened by the announcement to purchase the home care and personal care business of Quala S.A. in 2017 which will add brands in north Latin America, and Unilevers joint venture to form EAC Unilever Myanmar Company Limited.
Consistent with Unilevers Connected 4 Growth programme, Home Care met changing consumer trends with local innovations launched at speed. The Italian Cif team identified the potential for nozzles to deliver either a spray or a foam and launched within seven months. Comfort Sakura, a millennial-inspired cherry blossom fragrance in Japan and China, was launched in five months.
Global innovations also accelerated. Capitalising on the increased penetration of dishwash machines, Sun dishwasher tablets with improved performance, were launched within 12 months. The category continued its innovation in laundry by launching Persil Powergems, a revolutionary format with a new concentrated formula which both lowers our greenhouse gas footprint and delivers high performance.
Home Cares innovations responded quickly to consumers desires for hygiene, natural ingredients and products that care for sensitive skin. Seventh Generation, a US acquisition in 2016 and a pioneer of plant-based products, grew by double digits. Sensitive, a growing segment addressing skin sensitivity, saw the launch of Dirt is Good Sensitive (Persil, Omo) in 24 countries while Neutral, another 2016 acquisition, is now in 11 countries.
The category continued to help consumers improve their health and livelihoods notably through its Sustainable Living brands such as Cif, Dirt is Good, Domestos, Radiant and Surf. Domestos, with double digit growth in 2017, helped more than ten million people gain improved access to a toilet while the Domex brand in India launched a low-cost toilet cleaner for low income groups. SmartFoam, a new rinse-efficient, water-saving technology already available in South Africa under the Sunlight brand, was incorporated into the Rin (Radiant) detergent bar in India while Rin also grew its Career Ready Academy, a programme to help young people and women shine in their chosen career through language, presentation and entrepreneurial training.
Home Cares priority in the year ahead is to remain agile and continue to reinvest savings from its 5S programme (see page 10), ensuring continued resilience to persistent competitive pressures and economic headwinds.
Annual Report on Form 20-F 2017 | Strategic Report | 11 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
FOODS AND REFRESHMENT
|
Foods and Refreshment combined into a single category on 1 January 2018. In this Annual Report and Accounts the categories will be reported separately because they were separate categories for the reporting period. They will be reported together from 2018 onwards. The new category is well-positioned to continue top and bottom line growth, improve operating margins and leverage its portfolio.
|
FOODS
OUR FOODS CATEGORY GENERATED TURNOVER OF 12.5 BILLION, ACCOUNTING FOR 23% OF UNILEVERS TURNOVER AND 26% OF OPERATING PROFIT.
Our two global Foods brands with turnover of 1 billion or above - Knorr and Hellmanns account for almost two thirds of the category turnover (excluding Spreads). The rest of the turnover is generated by smaller brands including local jewels such as Bango in Indonesia, Maizena in Latin America, Kissan in India, and Robertsons in South Africa. In December 2017, we signed an agreement to dispose of our global Spreads business. Completion is expected mid-2018. More details on page 18.
Foods enjoyed a good year with continued consistent and profitable growth with underlying sales up 1.0% and operating margin increasing 80 basis points to 18.2%. Strong growth was delivered in emerging markets, which account for 46% of turnover with a compound annual growth rate of about 7% based on the last three years. The broad-based growth was particularly driven by Indonesia, Philippines, China, Mexico, Argentina, Nigeria, South Africa, India, Pakistan and Turkey. The performance was driven by core businesses such as cooking products, meal makers, and mayonnaise while benefiting from innovation and renovations and a focus on accessibility through our channels. Brazil had a challenging year because of recession, although there were signs of improving trends in the second half led by Hellmanns portfolio relaunch and Knorrs Know Me Better campaign launch promoting its all-natural seasonings.
In developed markets conditions were more challenging, however progress was made on portfolio modernisation, where consumer demand continues to focus on greater naturalness and authenticity. Unilever has responded with new Knorr Sides launches in the US and natural, organic, vegetarian and free from Knorr offerings in Europe. Hellmanns launched its purpose-led On the Side of Food campaign along with a new visual identity. This global brand activity was supported by local jewels such as Unox, Conimex and Pot Noodle entering on-trend segments including plant based, snacking and chilled.
Digital activation continues to be a strategic focus for Foods, with innovations and advertising campaigns based on a digital and mobile-first approach. Both Hellmanns On the Side of Food and Knorrs Know Me Better campaigns were designed to engage consumers in conversations on sustainable nutrition. Unilever Food Solutions, which directly supplies restaurant operators and distributors, had another year of impressive growth. It generated turnover of 2.7 billion and is well placed to capitalise on rising out-of-home food consumption. It delivered broad based growth, including double digit underlying sales growth in China, its biggest market.
Our Sustainable Nutrition strategy, launched in 2016, is central to our strategic ambition to be recognised as a progressive foods company. It was spearheaded by Hellmanns and Knorr, which are both Sustainable Living brands. Knorr continued to deliver sustainable sourcing and fortification programmes and maintained its commitment to raising animal welfare standards, while Hellmanns made significant progress in shifting to sustainably sourced oils and cage-free eggs, with the latter delivered into the US three years ahead of the original commitment. Hellmanns ketchup introduced a variant sweetened with honey and another made with red and green tomatoes, reducing food waste. Additionally, 39% of our Foods and Refreshment portfolio, based on sales volume, is compliant with Unilevers highest nutritional standards, that are aligned with World Health Organization criteria. Our recently acquired businesses Sir Kensingtons in the US and Mãe Terra in Brazil are well aligned to our Sustainable Nutrition strategy.
Unilevers Connected 4 Growth initiative means Foods is better placed to take advantage of local insights at increased speed. A third of Foods regional and local innovations reached the market in less than seven months. At the same time, the categorys strong global presence also provides critical scale, for example Hellmanns relaunch was undertaken in more than 25 markets.
REFRESHMENT
OUR REFRESHMENT CATEGORY GENERATED TURNOVER OF 9.9 BILLION, ACCOUNTING FOR 18% OF UNILEVERS TURNOVER AND 15% OF OPERATING PROFIT.
Refreshment includes three brands with turnover of 1 billion or above, Heartbrand (eg Walls), Magnum and Lipton, alongside household names including Brooke Bond and Ben & Jerrys. Its premium positioned brands includes T2, Pure Leaf and Taj Mahal in tea, and Grom and Talenti in ice cream. Refreshments strategic role is to deliver growth and cash while generating margin improvement. Performance was strong, with the highest growth in half a decade, driven by an acceleration of growth in tea and ice cream.
The categorys underlying sales growth increased 4.9% reflecting strengthened emerging market performance resulting from continued focus on core brands, portfolio evolution and addressing key consumer trends. These include premiumisation, health and wellness, and out-of-home consumption. Profitability grew with operating margins increasing 380 basis points to 13.5%. Margins were boosted by zero-based budgeting, C4G and future finance savings. Ice cream benefited from improved channel mix and its cash contribution has more than doubled over four years. Nearly all our markets had growth with China, India and Turkey delivering double-digit performances, while Europe enjoyed a fourth year of growth in ice cream. North America remained challenging in a competitive context, but strengthened as the year progressed.
In Ice Cream, performance was fuelled by premium and on-trend innovation. Magnum delivered double-digit growth, driven by Magnum Doubles and the launch into premium pints, sitting alongside our premium brands such as Talenti and Grom Gelato. Ben & Jerrys expanded on-the-go with the launch of the Pint Slices format in the US, while the Wich range continued growth in Europe. In the free-from segment, Unilever continued its growth of the Ben & Jerrys non-dairy range and expanded Swedish Glace into new markets.
Premiumisation of tea saw the acquisition of Pukka Herbs, the fastest growing organic tea brand, and Tazo in North America, responding to demand for speciality teas. These join Refreshments premium Tea portfolio of Sir Thomas Lipton, T2, which continues its roll out, and the Pure Leaf brand. Innovation in health and wellness included the launch of a range of Lipton benefit-led teas, entering new premium segments.
Refreshment continued to build a stronger and more agile business. More than half of Refreshment innovation projects were regionally led. Breyers Delights, our response to the low calorie, high protein trend in North America reached the market in under six months. Turnover momentum came through developing channels. On-the-go continues strongly in markets with .com delivery service and platforms providing new access to consumers. Premium tea brands gave access to premium restaurants, hotels and department stores as well as partnerships with retailers.
The category has several Sustainable Living brands including Ben & Jerrys, Breyers, Brooke Bond and Lipton. Markets featuring Brooke Bonds purpose-led advertising, centred on finding common ground over tea, grew almost three times faster than others. Our I am Walls programme continued to employ micro entrepreneurs across 25 countries while our purchase of climate-friendly ice cream freezer cabinets continued, increasing to around 2.6 million. Responsible nutrition was another strategic driver for Refreshment with 90% of our packaged ice cream by volume containing 250 calories or fewer per portion (calculated based on 87% of global ice cream sales volume).
12 | Strategic Report | Annual Report on Form 20-F 2017 |
THE UNILEVER SUSTAINABLE LIVING PLAN IS OUR BLUEPRINT FOR SUSTAINABLE AND INCLUSIVE GROWTH.
We want our growth to reward shareholders but we want society to benefit too. Our 161,000 employees received 5.4 billion in pay in 2017, and our retailers and distributors who sell our products in more than 190 countries generated income and employment. Our suppliers also benefited from the 34 billion we spent on goods and services in 2017. The taxes we pay are another important contribution. Total taxes borne by Unilever in 2017 were 3.9 billion, of which 2.2 billion was corporation tax. Unilever fully complies with the tax laws in the countries where we operate. Where tax law is unclear, or has not kept pace with modern business practice, we interpret our obligations in a responsible way, guided by our Tax Principles. Our website has further details.
Our vision of inclusive growth which delivers value for multiple stakeholders, is encapsulated in the Unilever Sustainable Living Plan (USLP). The USLP represents a simple idea that business should put itself at the service of society. By doing so it will generate consistent and profitable growth. The USLP has three big goals: improving the health and well-being of more than one billion people by 2020; halving our environmental footprint by 2030; and enhancing livelihoods for millions by 2020. These goals, detailed below, are supported by a transformational change agenda. This combines our own actions and our partnership approach to external advocacy, with public policy goals, to create change on a systemic scale which contributes to the 17 United Nations Sustainable Development Goals (see page 15 for more). Our Sustainable Living Report is available on our website and contains extensive disclosure on our activities and actions across all USLP commitments.
THE BUSINESS CASE
The USLP drives value for Unilever, generating more growth, lower costs, less risk and more trust in the business. Our Sustainable Living brands, which combine a powerful purpose with products contributing to the USLP, are a key differentiator in this regard. In 2016, 18 of our top 40 brands were Sustainable Living brands including Ben & Jerrys, Dove and Signal. Our Sustainable Living brands grew 50% faster than our other brands, and accounted for 60% of total growth.
Business benefits are also delivered through product innovation which responds to environmental issues such as water scarcity and greenhouse gas emissions at the same time as helping consumers. For example, Sunlights breakthrough SmartFoam technology, delivering superior performance, less suds and half the amount of water needed, continues to grow in South Africa and expanded to more formats in India. It provides a critical benefit for water-stressed areas and contributes to our USLP target of halving the water associated with consumer use of our products by 2020.
The USLP delivers significant benefits to our business. For example, by using less energy we have avoided energy costs in our factories of over 490 million since our baseline year of 2008; and by using fewer materials and producing less waste we have avoided costs of over 260 million over the same period.
The USLP responds directly to a number of macro forces (see page 8) that are both risks and opportunities in our markets such as a lack of access to water and sanitation, strains on the food system and the climate and the environment, and rising inequality. Sustainability is one of our principal risks. Another one of our principal risks is climate change (see pages 32 and 33) and mitigating its physical impacts is critical because we depend on raw materials sourced from countries that are particularly vulnerable to rising seas and temperatures and changing weather patterns. We have performed high-level assessments on our business of 2°C and 4°C global warming scenarios which show that without action, both scenarios represent financial risks by 2030, mainly arising from higher costs. That said, in managing these financial risks our business model would not require material change. See pages 32 to 33.
Trust is essential for any business, but it must be earned. The USLP is a key driver of trust among our employees and potential recruits. We
are number one FMCG graduate employer of choice in 44 countries where we recruit. We have been ranked first in the annual Globescan survey of sustainability leaders for seven years.
IMPROVING HEALTH & WELL-BEING
Our activities impact the health and well-being of millions of people through brand-led health and hygiene, and nutrition interventions. Significant progress has been made against our first USLP goal of helping more than one billion people improve their health and well-being by 2020. By the end of 2017, we had reached 601 million people, making a significant contribution to the Sustainable Development Goal on Clean Water and Sanitation (SDG6).
Lifebuoy leads with one of the worlds largest handwashing behaviour change programmes. Since 2010, its programme has reached 426 million people through schools, health clinics and community outreach. Lifebuoy currently only counts those people reached through on-ground programmes. However, we have long believed the totality of our marketing efforts contribute to changing handwashing behaviour, including mass scale TV advertising. To test this, we ran a study in our biggest market, India, to assess the effectiveness of specific Lifebuoy TV adverts with the same methodology used to evaluate our on-ground programmes. The study showed a significant increase in frequency of handwashing with soap after watching the adverts. The result shows mass media can impact health behaviours at scale, giving Lifebuoy the opportunity to reach millions more people and potentially bringing us closer to our 2020 target of reaching 1 billion people. As a next step, we are progressing peer review publication and aim to include TV reach in our Health & Well-being performance figures for 2018 alongside our on-ground programme reach.
Our Vaseline brand is helping to heal the skin of people affected by poverty or emergencies. The Vaseline Healing Project, in partnership with Direct Relief, is providing dermatological care, skin health training, Vaseline Jelly and other medical supplies. Its ambition is to help heal the skin of five million people by 2020 and has reached over two and a half million people since 2015. Marketing activities featuring the Vaseline Healing Project have had measurable, positive impacts on sales growth and brand equity. In 2017 the programme sent dermatologists to Syrian refugee camps in Jordan and conducted healing missions in India, the US, Philippines, Thailand and Mexico.
The second pillar of our Health & Well-being goal is our commitment on nutrition: to double the proportion of our portfolio that meets the highest nutritional standards, based on globally recognised dietary guidelines. This will help hundreds of millions of people to achieve a healthier diet, a key part of the Global Goal on Zero Hunger (SDG2). So far 39% of our products have reached this standard and are on track to meet our 2020 commitment. In support of our Code Policy on Responsible Marketing, in 2017 94% of our Foods and Refreshment portfolio had full nutrition labelling on pack that aligned with Unilevers product labelling criteria (based on 97% of global sales from 1 April 2017 to 30 June 2017).
REDUCING ENVIRONMENTAL IMPACT
Our activities impact the environment, principally through the use of water, energy and land as well as the production of waste and greenhouse gas emissions, largely as a result of consumer use.
In 2016 we stopped buying GreenPalm certificates for palm oil which resulted in a temporary dip in our overall sustainable sourcing performance compared to 2015. By the end of 2017, the total volume of our agricultural raw materials that were sustainably sourced increased to 56%. We are one of the major buyers of palm oil in the world and it is one of the most significant raw materials we source by volume. Our goal to source 100% of our palm oil sustainably from physical, certified sources by 2019 is on track with 56% of our palm oil volumes already physically certified in 2017. As part of the agreement to dispose of our global Spreads business to KKR, they will
Annual Report on Form 20-F 2017 | Strategic Report | 13 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
continue to work towards the goal of sourcing 100% sustainable palm oil by 2019.
We believe that growth cannot come at the expense of the planet. That is why our goal by 2030 is to halve the environmental footprint of the making and use of our products as we grow our business. This is a challenging target requiring action across our value chain on waste, water and greenhouse gas emissions. In doing so we will contribute to a number of the Sustainable Development Goals, principally Climate Action (SDG13) and Responsible Consumption & Production (SDG12).
Our manufacturing operations have seen a reduction in total waste disposed to landfill, or incineration without energy recovery, of around 98% per tonne of production since 2008. We maintained zero non-hazardous waste to landfill across our global factory network during 2017. We are more than half way towards meeting our 2020 commitment to reduce waste associated with the disposal of our products. This has reduced by about 29% since 2010 due to increases in consumer recycling and changes in our portfolio.
In 2017, we made a further commitment on waste, ensuring that all our plastic packaging will be fully reusable, recyclable or compostable by 2025. Our investment in innovative technologies such as CreaSolv is key. This technology makes it possible to recycle small, multi-layered sachets in which many of our products are sold, especially in emerging markets. If our initial pilot proves commercially viable, we will open source the technology.
We have made significant reductions in the water used in manufacturing 39% per tonne of production since 2008. Our biggest water impact occurs when consumers shower, bathe and clean clothes with our products. Our target is to reduce by half the amount of water per consumer use by 2020. We have reduced water use by 2% through innovations such as low rinse laundry products. However, this has been offset by the growth of products with higher water use in the portfolio, including conventional laundry products.
We are committed to implementing the recommendations of the Task Force on Climate-related Financial Disclosures on the risks and opportunities faced by Unilever (see pages 32 and 33 for more). Our carbon reduction targets, officially approved by the Science-Based Targets Initiative (a partnership between CDP, UN Global Compact, WRI and WWF) are a key part of our climate risk disclosures.
Since 2008, we have cut CO2 from energy in our manufacturing by 47% per tonne of production. As with water, our biggest greenhouse gas impact comes through consumer use. The greenhouse gas impact of our products across their lifecycle continues to edge up and has now increased by about 9% since 2010. The acquisition of some skin cleansing and hair care brands which have a higher greenhouse gas impact per consumer use, remains the main reason for this. See pages 7, 32 to 33 and 39 for more climate-related disclosures.
Our efforts on the environment have received external recognition. CDP, the non-profit global environmental disclosure platform, has awarded Unilever with a place on the 2017 A Lists for Climate, Water, Forests and Supplier Engagement. This recognises our actions in the last year to tackle climate change and the associated challenges of water scarcity, sustainable agriculture and sustainable energy use across our value chain.
ENHANCING LIVELIHOODS
Our activities have the potential to impact the livelihoods of not only our employees, but the millions of people who are involved in our value chain notably smallholder farmers and small-scale retailers. By 2020, we aim to enhance the livelihoods of millions of people as we grow our business.
In 2017, we made steady progress across the three pillars of our Enhancing Livelihoods goal. We believe that womens empowerment is the single greatest enabler of human development and economic growth. We are building a gender-balanced organisation (page 16) while promoting safety for women by working with UN Women in
Assam, India, and developing employment opportunities through the Shakti programme.
By 2017, we had enabled about 1,175,000 women to access initiatives aiming to develop their skills. Radiant, our laundry detergent brand, has formed a Career Academy initiative in India and Brazil to equip aspiring women with the skills to realise their potential.
As well as directly creating wealth and jobs, our business supports millions of people who source, make and sell our products we call this inclusive business. In 2017, we enabled about 716,000 smallholder farmers and around 1.6 million small-scale retailers to access initiatives to improve agricultural practices or increase incomes. The Philippines Kabisig programme, for example, trains both retailers and their suppliers in stock control, financial management, sales and customer service increasing the earning potential of small-scale retailers at the same time as growing turnover for Unilever. See page 17 for more.
Our Responsible Sourcing Policy (RSP) is at the heart of our ambition to source 100% of procurement spend responsibly and through suppliers that meet our RSP requirements. In 2017, we relaunched our RSP programme to strengthen our approach and to drive an increase in the number of suppliers committing to the programme. The relaunch includes improved verification and remediation requirements, and anti-bribery and corruption compliance processes. We are focusing on addressing high risk issues in our supply chain and building capacity for our procurement function and our suppliers. In 2017, 55% of procurement spend was through suppliers who were assessed as meeting the mandatory requirements of the RSP.
We continue to focus on the eradication of forced labour in global supply chains through supplier awareness raising and training events, and have made progress on the removal of worker recruitment fees through the Leadership Group for Responsible Recruitment and Consumer Goods Forum. As part of our global Framework for Fair Compensation, we brought forward our ambition for no direct Unilever employee to earn less than a living wage, to the end of 2018. We joined the Ethical Tea Partnership to drive improvements for tea workers and farmers. We have also created Global Land Rights Principles and Guidance policy.
We continued to embed human rights with a focus on our eight salient issues (ie those at risk of the most severe negative impact through Unilevers activities or business relationships) as described in our Human Rights Report. This report was updated at the end of 2017 to include disclosure on our human rights issues activities and due diligence processes. Human rights risks are included as part of our sustainability and ethical principal risks (see pages 28 and 30).
DRIVING TRANSFORMATIONAL CHANGE
While we are on track to achieve most of our USLP commitments, we are also aware that the biggest challenges facing the world cannot be addressed by one company alone. We are changing ourselves as a business but we want to help change the system in which business is done. We want to act as catalysts for change more broadly, as convenors to facilitate progressive discussion and bring others together, and as collaborators in partnerships to deliver positive business, social and environmental impact at scale. By being part of the solution to the worlds challenges, businesses have the opportunity to win the trust of consumers while helping create societies and economies in which they can grow and succeed.
We aim to use our scale and influence to help bring about transformational change in four areas where we can make the biggest difference and which represent the biggest market opportunities for Unilever: Climate Change & Forests; Sustainable Agriculture, Land Use & Livelihoods; Health & Well-Being and Womens Empowerment. To understand the challenges that are preventing society and our ecosystems from thriving, and to find ways to help address them, we take a multi-stakeholder approach. We engage with shareholders, governments, NGOs and civil society organisations and we shape the business landscape through advocacy. By leveraging our partnerships, blended finance, digital and new business models, we believe transformational change is possible.
14 | Strategic Report | Annual Report on Form 20-F 2017 |
REALISING THE BUSINESS OPPORTUNITY FROM THE SUSTAINABLE DEVELOPMENT GOALS
OUR SCALE AND REACH MEAN WE ARE WELL PLACED TO CAPTURE VALUE FROM THE GLOBAL GOALS.
The Sustainable Development Goals (SDGs) are fundamental to future economic and business growth. The Business & Sustainable Development Commission, co-founded by Unilever, concluded that
successful delivery of the SDGs will create market opportunities of at least $12 trillion a year. We are working to make progress across many of the SDGs through the USLP, which is our blueprint for sustainable growth. In doing so, we are unlocking new markets and investing in brands with purpose and innovation. Below we provide four examples where we are taking action. The interdependence and mutuality of the goals ensures that progress against one leads to progress against others. More details and examples of our approach and how we are benefiting from the SDGs can be found on our website.
SDG5: GENDER EQUALITY
|
Related Goals: SDG4: Quality Education; SDG17: Partnerships for the Goals
According to McKinsey, as much as $28 trillion could be added to global GDP by 2025 by advancing womens equality. However, based on current trends, the World Economic Forum predicts that it will take 217 years for the workplace gender gap to close. Addressing gender equality is a moral and economic imperative. For Unilever, gender equality delivers tangible business benefits by widening the pool of experience and expertise across our supply chain and in our workforce. The majority of our shoppers globally are also women.
Our brands are seizing the opportunity through education and empowerment programmes. Dove, one of Unilevers biggest brands which grew at 6% in 2017, has reached around 29 million young people since 2004 through its Self-Esteem Project. As well as raising awareness about body confidence, our data reveals that awareness of the Project correlates with higher purchase intent.
We are also taking action within our business on gender equality. Forty-seven per cent of management are now women and our Framework for Fair Compensation is helping to ensure equal pay for equal work.
Across our distribution network and supply chain we are supporting small-scale retailers and smallholder farmers many of whom are women to extend our reach and secure supply of vital agricultural raw materials. Around 370,000 women have accessed Unilever smallholder farmer programmes and small-scale retailer initiatives such as Shakti and Kabisig Summits. |
SDG6: CLEAN WATER AND SANITATION
|
Related Goals: SDG3: Good Health and Well-being; SDG17: Partnerships for the Goals
Nearly a billion people defecate in the open and around two and a half billion people live without sanitation. Addressing water, sanitation and hygiene needs is a significant opportunity for Unilever since several of our brands directly address these needs through innovative partnerships which drive growth and deliver positive impact at scale.
Domestos, which grew 10% in 2017, has committed to help 25 million people gain improved access to a toilet. Through our partnership with UNICEF, over ten million people between 2012 and 2016 gained access to a toilet through behaviour change interventions and capacity building initiatives contributing positively to consumer sentiment around the brand.
Pureit, our water purification business, is another brand that is well positioned to address clean water needs in India. It has provided 96 billion litres of safe drinking water since 2005 through the sale of water purifiers, well on its way towards its ambition of providing 150 billion litres by 2020.
Lifebuoy is the worlds number one antibacterial soap, sold in nearly 60 countries which grew 6% in 2017. It has championed the message of better health through hygiene for well over a century. Since 2010, its programme has reached 426 million people through schools, health clinics and community outreach boosting sales in countries with high rates of diarrhoea-related child deaths, such as India. |
SDG12: RESPONSIBLE CONSUMPTION AND PRODUCTION
|
Related Goals: SDG2: Zero Hunger; SDG15: Life on Land; SDG17: Partnerships for the Goals
Unilevers Making Purpose Pay research shows that over 50% of consumers want to choose brands that are more sustainable, and that demand for sustainable products cuts across demographic and socio-economic groups.
Unilevers brands are well-placed to meet consumers growing desire for more sustainable products. Our Sustainable Living brands are the gold standard in our portfolio, combining a strong social or environmental purpose, with products that contribute to achieving the USLP goals. In 2016, they grew 50% faster than the rest of the business, delivering more than 60% of Unilevers growth.
One such brand is Knorr, which grew 4% in 2017, with a farm to fork consumer proposition. Ninety-eight per cent of the top 13 vegetables and herbs in our Knorr sauces, soups and seasonings were sourced sustainably in 2017. Knorr is also addressing undernutrition and creating growth opportunities, selling four billion vitamin A fortified seasoning servings in 2017.
Signal is another Sustainable Living brand which grew at 7% in 2017. It is harnessing its purpose to encourage people to brush day and night through TV advertising and on-ground programmes in a number of markets. In doing so, it reaches new populations with vital health interventions and potential consumers.
|
SDG13: CLIMATE ACTION
|
Related Goals: SDG7: Affordable & Clean Energy; SDG15: Life on Land; SDG17: Partnerships for the Goals
Few now seriously challenge the need for urgent action on climate change from greening the grid to eliminating deforestation. Thanks to the Paris Agreement nearly 200 countries are pressing ahead with low-carbon reforms, helping to open up around $23 trillion in opportunities for climate-smart investments by 2030. Investing to eliminate carbon emissions from our operations is the smart choice for Unilever, reducing costs and risk.
We have already increased the amount of energy purchased from renewable sources and aim to eliminate coal from our energy mix by 2020 with a goal to become carbon positive by 2030, making the surplus energy available to the markets and communities where we operate. Our eco-efficiency savings have avoided cumulative energy costs of over 490 million since 2008.
Unilever has long recognised the interdependency of climate and forests. We helped lead the Consumer Goods Forum towards a zero-deforestation commitment across four commodities, including palm oil. We are tackling deforestation in the palm oil industry through our own sustainable palm oil commitment and partnerships. Unilever, along with others, will invest up to $25 million between 2018 and 2022 to support sustainable commodity projects. Our investment will focus on smallholder palm oil farmers in Indonesia, thereby securing the supply of sustainable palm oil.
|
Annual Report on Form 20-F 2017 | Strategic Report | 15 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED
WE ARE CREATING AN ORGANISATION AND CULTURE WHERE OUR EMPLOYEES ARE EMPOWERED TO ACT LIKE ENTREPRENEURS AND BUSINESS OWNERS.
We are helping our people develop new skills, new ways of working and new entrepreneurial leadership qualities within a culture that values diversity in all its forms. In turn this helps us attract and retain the best talent which is vital to accelerate long-term value creation.
The macro forces described on page 8 have a fundamental impact on the workplace. Competition for talent is intensifying. The workforce is increasingly freelance and a job for life is no longer the norm. Once employed, people require continuous learning to reinvent themselves and they expect more flexibility in working practices. The growth of artificial intelligence and robotics is disrupting work in ways that are still being understood. Anxiety at work is on the rise and the composition of the workforce is changing. Millennials will be 60% of Unilevers own workforce by 2020. At the same time the workforce is ageing and five generations may be working together in the same company in the 18-80 workforce. In short, a one-size-fits-all human resource strategy no longer works.
Our strategic approach to managing our workforce is: more simple, more human, more impact. We want to reduce complexity, understand our people as individuals, not by job titles or work levels, and personalise interventions to build the right leaders and teams. We are taking action across a number of areas to make this happen.
DEVELOPING AN OWNERS MINDSET
C4G, our largest organisational change programme in more than a decade, was fully implemented during 2017 with the benefits to be realised progressively during 2018 and 2019. C4G encourages and equips people to adopt an owners mindset by giving them more control through a simplified organisational and reward structure. An owners mindset means more ownership and collaboration, clarity of purpose, more test and learn, embracing failure to gain insight, and an obsession with customers and consumers ultimately driving long-term value creation and financial rewards for our employees. This mindset hands teams in local markets responsibility for business results. They are encouraged to treat resources as if they were their own, helping ensure we maintain the highest levels of efficiency.
Our C4G programme is the platform through which people are now empowered to deploy our zero-based budgeting approach to allocating resources and our 5S programme of supply chain margin improvement (see page 10). This drives simplification, partnerships with third parties, and smarter pricing policies in our channels. Part of developing an owners mindset, and coping with the quicker pace of change in our markets, is adopting an always on learning culture. Learning and building capability is critical in a hyper-connected world. In 2017, we launched My Learning powered by Degreed, a social learning platform with a daily feed of materials customised to individual profiles, combining Unilever content with external sources including TED Talks and MIT.
Behavioural change requires the right incentives. For 2,872 senior management employees, incentives have been simplified to include fixed pay, a bonus as a percentage of fixed pay and a long-term management co-investment plan (MCIP) linked to financial and USLP performance (see pages 6 and 7). In addition, the long-term MCIP will be rolled out to the remainder of management employees in 2018. For non-management employees, we have a share purchase scheme so that everyone can have a stake in Unilevers long-term success.
GENDER DIVERSITY AND INCLUSION
We are developing an inclusive culture, promoting gender balance and respecting the contribution of all employees regardless of gender, age, race, disability or sexual orientation. Consistent with our Code Policy on Respect, Dignity & Fair Treatment, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities.
The USLP sets out clear targets for expanding opportunities and enhancing access to skills and training for women in our value chain. It also sets out our ambition to build a gender-balanced workforce within Unilever, with 50% of women in management positions by 2020. Our Opportunities for Women white paper, published in 2017, contains more details on these targets. We run programmes across Unilever aimed at attracting, retaining and developing female talent. This includes developing candidates for potential future roles, maintaining balanced slates, and practical help such as a minimum 16 weeks paid maternity leave as a global standard more than the regulatory requirement in over 50% of countries where we operate.
Pay and overall reward is intended to be gender neutral, with any differences between employees in similar jobs reflecting performance and skill. Unilever has a long-standing commitment to gender equality and fairness in the workplace based on equal pay for equal work and achieving greater gender balance, particularly at management levels. Gender pay gaps develop where there is a representational imbalance between genders. Our Framework for Fair Compensation reviews average pay differences between genders at each work level.
By the end of 2017, 47% of total management were women, up from 46% in 2016. Among the top 93 executives, 22% were women (22% in 2016). If you include employees who are statutory directors of the corporate entities whose financial information is included in the Groups 2017 consolidated accounts in this Annual Report and Accounts, the number increases to 510 males and 192 (27%) females. 38% (five out of 13) of the Board is female, compared with 43% (six out of 14) in 2016. Of our total workforce of 160,566, 107,064 (67%) were male and 53,502 (33%) were female at the end of 2017.
SAFETY
We continue our efforts to achieve our Vision Zero strategy: Zero Fatalities; Zero Injuries; Zero Motor Vehicle Accidents; Zero Process Incidents; and Zero Tolerance of Unsafe Behaviour and Practices. This vision is supported by our Code Policy on Occupational Health & Safety. Unilever reports safety data from October to September. Our Total Recordable Frequency Rate (TRFR) from 1 October 2016 to 30 September 2017 went from 1.01 accidents per 1 million hours worked to 0.89, as a result of the continuous focus on safety in high risk areas. In manufacturing, we focused on process safety through standards and enhanced individual qualifications as well as through our partner programme, Safety to Win. As a result of these initiatives, we achieved a 46% reduction in process safety incidents versus prior years. On our construction sites, we have focused on a global Work at Heights training programme. We continue to promote safe driving with the help of our new standards on safe travel to help mitigate road related risks.
BUSINESS INTEGRITY
We communicate our Code and Code Policies internally and externally. Our employees must undertake mandatory annual training on our Code and Code Policies via online training modules as well as making an annual business integrity pledge. The Code and Code Policies reflect our desire to fight corruption in all its forms. We are committed to being a no-bribe business and eradicating any practices or behaviours in this regard. This zero-tolerance policy extends to our employees, contractors, third parties, new acquisitions and joint-ventures. In 2017 we deployed new mandated interactive training on anti-bribery for all employees. Our Business Integrity guidelines include clear processes for managing Code breaches. In 2017, we closed 1,654 incidents across all areas of our Code and Code Policies, with 709 confirmed breaches. In 2017, we terminated 279 employees. Business integrity risks are included as part of our ethical and legal and regulatory principal risks (see page 31).
Unilever also requires its third-party business partners to adhere to business principles consistent with our own. These expectations are set out in our Responsible Sourcing Policy (RSP) and Responsible Business Partner Policy, which underpin our third-party compliance programme. We identify high risk partners who undergo specific due diligence via our third-party compliance programme. In 2017, we closed 85 key incidents across all areas of our RSP.
16 | Strategic Report | Annual Report on Form 20-F 2017 |
STAKEHOLDER ENGAGEMENT AND PARTNERSHIP IS ESSENTIAL TO GROW OUR BUSINESS AND TO REACH THE AMBITIOUS TARGETS SET OUT IN THE USLP.
Our Code of Business Principles and Code Policies guide how we interact with our partners among others suppliers, customers, governments, Non-Governmental Organisations (NGOs) and trade associations. Only authorised and appropriately trained employees or representatives can engage with these groups and a record should be kept of all interactions. All engagement must be conducted: in a transparent manner with honesty, integrity and openness; in compliance with local and international laws and in accordance with Unilevers values (see page 1).
SUPPLIERS
Delivering Unilevers Vision of growing our business, whilst decoupling our environmental footprint from our growth and improving our positive social impact, is not something we can achieve on our own. Every day, we work with thousands of suppliers who are helping us achieve success in the countries where our products are sold. Our suppliers help us innovate, create value, capacity and capability, deliver quality and service and drive market transformation with responsible and sustainable living.
A significant portion of our growth comes from innovation, delivering leading-edge products into the marketplace. We anticipate that around 70% of our innovations are linked to working with our strategic suppliers. Thats why we invest in long-term mutually beneficial relationships with our key suppliers through our Partner to Win programme, so we can share capabilities and co-innovate for shared growth. Partner to Win is about shaping the next horizon together and is a unique opportunity to unlock value for Unilever and our partners. It helps us strengthen supplier and customer collaboration, it enables improved overall end-to-end operational efficiency and mutual capability building and sharing.
CUSTOMERS
In a fragmented channel landscape, those companies that best serve their shoppers and customers with bespoke solutions will benefit most. Unilever serves consumers through ten different channels: hyper and supermarkets, e-commerce, out of home, drug stores, small stores, discounters, Food Solutions, Unilever International, prestige channel and global retail. We serve around 25 million retail stores globally of which we cover eight million directly and another 17 million indirectly through wholesale and cash & carry. Unilever has had a historic competitive advantage through its distributor network covering around seven million stores, which contribute to approximately 20% of our turnover.
Hyper and supermarkets represent around 50% of our current turnover and are under growth and margin pressure with shoppers moving to discounters and e-commerce. Experiential concepts play an important role to ensure that Unilever brands enjoy the best positioning and visibility in store. To respond to these challenges in Europe, in partnership with our customer Carrefour, we created the Aisle of Joy concept which is currently in over 1,000 stores and driving ice cream growth. Similarly, our Whats for dinner programme has approximately 190,000 touchpoints in Europe and ensures proximity of Unilever food products with relevant ingredients.
We are rolling out a technology solution to connect retailers to distributors. We are also upskilling small-scale retailers by professionalising their store operations. For instance, our Kabisig Summits in the Philippines train both retailers and their suppliers in stock control, financial management, sales and customer service. To date, over 87,000 owners have attended summits, delivering a significant uplift in our turnover.
In Kenya, we have formed a partnership with Mastercard to offer a low risk credit solution for the purchase of Unilever products. This not only increases the earnings potential of retailers, but ensures that our
products are stocked and available. If the pilot is successful we hope to roll the partnership out to other markets where we have a large number of small-scale retailers.
E-commerce remains a key and growing channel. Our online business is now close to delivering 4% of Unilever turnover. We are actively driving e-commerce sales in 39 markets. Our focus is to build a balanced e-commerce business model, growing across e-retailers, bricks and mortar online sales and direct-to-consumer businesses. We continue to roll out our Perfect Store concept to online channels, ensuring shoppers can find variants of Unilever brands quickly and easily, regardless of screen size or device.
GOVERNMENTS
We co-operate with and engage with governments, regulators and legislators, both directly and through trade associations, in the development of proposed legislation and regulation which may affect our business interests. All employees involved in political engagement must promote our corporate principles and comply with our Code of Business Principles and Code Policies. We do not support or fund political parties or candidates or any groups that promote party interests. No political contributions were made in 2017. Our participation in policy discussions is varied, covering macro topics like climate change, through to detailed product safety standards. We engage with stakeholders directly as Unilever or through membership of representative organisations, including trade associations.
TRADE ASSOCIATIONS
We are members of and support a number of trade associations and similar organisations which help us to advance our public policy interests. We keep a record of our trade association memberships and membership fees, which is regularly updated. We also engage with peer companies, both individually and in coalitions, on issues of mutual interest. This includes working together to implement sustainable business strategies and drive change.
These associations reflect our global scale and presence across several product categories. We list our major global memberships in the Engaging with Stakeholders section on our website. We are registered in the Transparency Register of the European Union. Our trade association memberships in the US can be found on the FAQ section of the Unilever USA website.
Our businesses are active at a local level participating in trade associations in our markets and contributing to public policy and interest group debates in areas such as safety and environmental impact, sustainable sourcing and nutrition. They do so in clear alignment with global priorities and closely follow local laws and Unilevers Code of Business Principles and Code Policies.
NON-GOVERNMENTAL ORGANISATIONS
We are building transformational partnerships in collaboration with NGOs and other stakeholders who share our vision for a more sustainable future. These partnerships are instrumental in improving the quality of peoples lives, achieving our USLP targets and driving the growth of our business.
In collaboration with NGOs, we build programmes on the ground to implement our brands social missions in addition to advancing our efforts in areas such as sustainable sourcing and distribution often in partnership with governments and other private sector organisations. We drive scale through new business models, digital technologies and external financing.
We recognise that our actions alone cannot achieve the system change necessary to overcome the worlds major challenges, such as climate change and poverty. Our leadership engages with stakeholders through platforms such as the World Economic Forum, UN Global Compact, the World Business Council for Sustainable Development and the Consumer Goods Forum, championing a more inclusive model of capitalism and the pursuit of long-term value creation for the benefit of multiple stakeholders. Partnerships with NGOs are crucial to deliver the United Nations Sustainable Development Goals (see page 15).
Annual Report on Form 20-F 2017 | Strategic Report | 17 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
DESPITE CONTINUED VOLATILITY IN OUR MARKETS, OUR PROVEN MODEL OF LONG-TERM COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION ENSURED ANOTHER GOOD YEAR FOR SHAREHOLDERS.
Underlying sales growth for 2017 was up 3.1% and underlying operating margin was 17.5%, a rise of 110 basis points. Turnover growth for 2017 was 1.9% and operating margin was 16.5%. Underlying earnings per share was 2.24 a rise of 10.7% and dividends were increased 12%, reflecting Unilevers confidence in future profit growth and cash generation. Diluted earnings per share was 2.15. For information on our non-GAAP measure, see pages 22 to 24.
Over the last three years, our sustainable value creation model has continued to deliver for shareholders. Between 2015 and 2017, average underlying sales growth rose 3.6% a year and underlying operating margin rose 190 basis points to 17.5%. Turnover grew an average of 3.6% a year and underlying earnings per share was up 7.8% a year. During this period, we generated 15 billion of free cash flow while a high-teens return on capital was maintained. Dividends rose an average of 8% a year and our share price has risen 58% for PLC shareholders and 46% for NV shareholders.
Over the past three years total shareholder returns have increased 49%, reflecting Unilevers enduring strengths: a portfolio of purpose-led global and local brands, a presence in more than 190 countries with 58% of turnover generated from emerging markets, deep penetration and expertise in channels reaching 2.5 billion consumers every day, and a talent pool of local management over 70% of our leaders are local.
Generating growth ahead of our markets remains a principal objective for our categories across most of our geographies. While overall market growth remains subdued, especially in developing markets, conditions are starting to pick up in many emerging markets. The implementation of C4G and the steps we have taken to drive efficiency gains and margin expansion, means we have the resources to invest behind our brands to continue to deliver top and bottom line growth (see page 28 for risks).
DEVELOPMENTS IN 2017
With this track record in mind, the Boards undertook a detailed and comprehensive review of options to accelerate sustainable value creation. The review, announced in February 2017 and completed by early April 2017, highlighted the quickened pace of change in our markets and the opportunity to unlock more shareholder value, at a faster pace over the next three years by accelerating our C4G change programme and driving targeted savings through zero-based budgeting and, in the supply chain, our 5S programme (see page 10).
Targets for value creation were announced as part of the review. These include underlying sales growth (USG) ahead of our markets, which in current market conditions is expected to translate into USG of 3-5%. Overall underlying operating margin is targeted to expand to 20% in 2020 compared to 17.5% in 2017, supported by an increase in expected cumulative savings during the three-year period 2017-2019 from 4 billion to 6 billion. Balance sheet leverage is targeted at 2.0x Net Debt to EBITDA consistent with a credit rating of at least A/A2. A 5 billion share buyback was completed in 2017 and further returns to shareholders will be assessed versus the opportunity to undertake value-enhancing acquisitions. Meanwhile a high-teens return on invested capital is targeted as well as sustainable, attractive and growing dividends.
Having embedded C4G, we also started to combine our Foods and Refreshment categories to create a world-leading business with turnover of more than 20 billion. The category will unlock future growth more quickly and result in faster margin progression and took effect from 1 January 2018. It is headquartered in the Netherlands where we are also establishing a Global Foods Innovation Centre.
As previously announced, the Boards are conducting a review of the dual-headed legal structure. This review is progressing well and the Boards consider that unification with a single share class would be in the best interests of Unilever and its shareholders as a whole, providing greater ongoing strategic flexibility for value-creating portfolio change. The review by the Boards is continuing and the outcome will be announced in due course. Whatever the outcome, upon any unification, the Boards intend to: maintain listings in the Netherlands, United Kingdom and United States; continue to apply both the UK and Dutch corporate governance codes and terminate the NV preference shares.
EVOLVING OUR PORTFOLIO
Our brand portfolio continues to evolve to match our categories strategic priorities, resulting in the sale of assets that no longer fit our growth model or the acquisition of assets that take us into new market segments and build new market positions. This active portfolio management means that in the past eight years we have sold 5.8 billion of turnover (excluding Spreads), mainly in the lower growth Foods businesses. During that same period, we have acquired approximately 4.7 billion of turnover. With the exception of brands launched in countries where they were not previously sold, acquisitions and disposals only contribute to underlying sales growth from 12 months after completion. The acquisitions and disposals made or announced since 2015 are expected to add one percentage point to our ongoing underlying sales growth rate from 2019.
Our acquisitions approach identifies brands that provide Unilever with a position in higher growth segments, some of which could become the 1 billion brands of the future. These include Personal Care (eg Carver Korea) and prestige businesses (eg Living Proof) as well as premium price brands in mass markets (eg Sir Kensingtons), new channels (eg Dollar Shave Club) and naturals segments (eg Seventh Generation). The acquired businesses are often run using flexible business models, preserving their entrepreneurial culture.
During 2017, we announced the acquisition of Carver Korea for 2.28 billion, the fastest growing skincare business in South Korea giving access to the North Asian skincare markets. Hourglass was acquired as a luxury colour cosmetics brand, a high growth category driven by social media and channel diversity, that joins our growing prestige range built from previous acquisitions in recent years, such as Dermalogica and Murad. Meanwhile, we announced an agreement to acquire the personal care and home care business of Quala S.A. in 2017 which will bring leading local brands to Unilever in north Latin America in haircare, oral care, male grooming and fabric conditioners.
In Foods and Refreshment, we announced the acquisition of Brazilian natural and organic foods business Mãe Terra - popular with increasingly health-conscious consumers. We also acquired Pukka Herbs, the worlds fastest growing organic tea brand, to continue the process of premiumising our tea portfolio. Sir Kensingtons, another acquisition during the year, is a US condiments business in the organic and naturals segment with a strong millennial consumer base that complements Unilevers sustainable sourcing policies and further modernises the Foods portfolio. We also added to our ice cream brands with the acquisition in Australia of Weis which uses locally sourced, natural and high quality ingredients.
In 2017 we announced the disposal of our Spreads business to KKR for 6.825 billion on a cash-free, debt-free basis. The offer is subject to certain regulatory approvals and employee consultation in certain jurisdictions. Completion is expected mid-2018. We intend to return the net cash realised to shareholders, unless more value-creating acquisition alternatives arise. During 2017 we also announced the sale of the South Africa spreads business to Remgro and completed the sale of AdeS in Latin America to Coca Cola FEMSA and The Coca Cola Company for US$575 million.
18 | Strategic Report | Annual Report on Form 20-F 2017 |
FINANCIAL REVIEW |
FINANCIAL OVERVIEW 2017
CONSOLIDATED INCOME STATEMENT
Turnover increased by 1.9% to 53.7 billion including an unfavourable currency impact of 2.1% (2016: 5.1% unfavourable currency impact) mainly due to strengthening of the euro. Underlying sales growth was 3.1%^ (2016: 3.7%), with a positive contribution from all categories. Underlying volume growth was 0.8% (2016: 0.9%) and underlying price growth was 2.3% (2016: 2.8%). Acquisitions and disposals had a favourable contribution of 0.9% (2016: 0.6%) reflecting recent acquisitions including Blueair, Living Proof and Carver Korea. Emerging markets contributed 58% of total turnover (2016: 57%) with underlying sales growth of 5.9% (2016: 6.5%) coming from price growth of 4.2% and volume growth of 1.6%. Developed markets underlying sales declined by 0.6% evenly balanced between price and volume.
Underlying operating margin improved by 1.1 percentage points to 17.5%. Gross margin improved by 0.4 percentage points driven by positive mix and the roll-out of the 5-S savings programme that more than offset increases in commodity costs. The absolute level of brand and marketing investment was flat in local currencies versus the prior year, as savings from advertising production were re-invested in increased media spend. As a percentage of turnover, brand and marketing investment was down by 0.6 percentage points. Overheads reduced by 0.1 percentage points, driven by a further reduction in the cost base partially offset by investment in capabilities including new business models and e-commerce.
Operating profit was up 13.5% to 8.9 billion (2016: 7.8 billion) including 543 million of non-underlying items. Non-underlying items within operating profit are 638 million restructuring costs, acquisition and disposal-related costs of 159 million and one-off costs of 80 million partly offset by gain on disposal of group companies of 334 million.
Highlights for the year ended 31 December
2017 | 2016 |
% change
|
||||||||||
Turnover ( million)
|
|
53,715
|
|
|
52,713
|
|
|
2
|
|
|||
Operating profit ( million)
|
|
8,857
|
|
|
7,801
|
|
|
14
|
|
|||
Underlying operating profit ( million)*
|
|
9,400
|
|
|
8,624
|
|
|
9
|
|
|||
Profit before tax ( million)
|
|
8,153
|
|
|
7,469
|
|
|
9
|
|
|||
Net profit ( million)
|
|
6,486
|
|
|
5,547
|
|
|
17
|
|
|||
Diluted earnings per share ( )
|
|
2.15
|
|
|
1.82
|
|
|
18
|
|
|||
Underlying earnings per share ( )*
|
|
2.24
|
|
|
2.03
|
|
|
11
|
|
Net finance costs increased by 314 million to 877 million (2016: 563 million) as they included a one-off finance charge of 382 million relating to the book premium paid on the buyback of preference shares in Unilever N.V. The net cost of financing borrowings was 399 million, 70 million lower than prior year. The decrease was due to a lower average interest rate of 2.7% compared to 3.5% in 2016, and to lower other interest costs from one-off credits in Brazil. Pension financing was a charge of 96 million compared to 94 million in the prior year.
The effective tax rate was 20.8% versus 26.2% in the prior year. The change was mainly due to the impact of US tax reform that led to a one-off tax benefit coming from restating deferred tax balances at the new lower federal tax rate, partially offset by the tax impact of the AdeS business disposal.
Net profit from joint ventures and associates was up 22% at 155 million, an increase coming from growth in profits from the Pepsi Lipton joint venture and profit from disposal of an investment in a joint venture in India. Other income from non-current investments was 18 million compared to 104 million in the prior year which included a gain of 107 million from the sale of financial assets.
Diluted earnings per share increased by 18.4% to 2.15 reflecting improved operating margins, 578 million US tax reform and a 309 million gain on disposal of the AdeS business. Underlying earnings per share increased by 10.7% to 2.24. This measure excludes the post tax impact of non-underlying items (see page 23 for explanation of non-underlying items).
The independent auditors reports issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of the Group, as set out in the financial statements, were unqualified and contained no exceptions or emphasis of matter. For more details see pages 78 to 85.
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and IFRS as issued by the International Accounting Standards Board. The critical accounting policies and those that are most significant in connection with our financial reporting are set out in note 1 on pages 90 to 93 and are consistent with those applied in 2016.
* | Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non-GAAP measures on pages 22 to 25. |
^ | Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23 on non-GAAP measures for further details. |
Annual Report on Form 20-F 2017 | Strategic Report | 19 |
FINANCIAL REVIEW CONTINUED
PERSONAL CARE
2017 | 2016 | % change | ||||||||||
Turnover ( million) |
20,697 | 20,172 | 2.6 | |||||||||
Operating profit ( million) |
4,103 | 3,704 | 10.8 | |||||||||
Underlying operating profit ( million) |
4,375 | 4,033 | 8.5 | |||||||||
Operating margin (%) |
19.8 | 18.4 | 1.4 | |||||||||
Underlying operating margin (%) |
21.1 | 20.0 | 1.1 | |||||||||
Underlying sales growth (%) |
2.9 | 4.2 | ||||||||||
Underlying volume growth (%) |
1.4 | 1.6 | ||||||||||
Underlying price growth (%) |
1.5 | 2.6 |
KEY DEVELOPMENTS
| Turnover growth of 2.6% included a negative currency impact of 1.9%. Acquisitions and disposals contributed 1.7% and underlying sales growth was 2.9%. Personal Care benefited from a strong set of innovations that included five new brand launches. The portfolio continues to grow organically and through acquisitions in attractive segments and channels. Acquisitions of 2017 included Living Proof, Hourglass, Carver Korea, Sundial Brands and Schmidts Naturals. Previous acquisitions of Dollar Shave Club and Kate Somerville grew in double digits, while Dermalogica grew 5%. Growth was negatively impacted by difficult market conditions particularly in Brazil and Indonesia. Skin cleansing delivered good growth helped by Dove shower foam, and Baby Dove which was rolled-out to 26 countries. In hair care, the global expansion into natural propositions contributed to volume-led growth. |
| Underlying operating profit increased by 342 million. Underlying operating margin and underlying sales growth improvement added 237 million and 116 million respectively, offset by a 11 million adverse impact from exchange rate movements. Acquisition and disposal related activities had no net impact. Underlying operating margin improvement was principally driven by higher gross margins and brand and marketing efficiencies from zero based budgeting. |
HOME CARE
2017 | 2016 | % change | ||||||||||
Turnover ( million) |
10,574 | 10,009 | 5.6 | |||||||||
Operating profit ( million) |
1,138 | 949 | 19.9 | |||||||||
Underlying operating profit ( million) |
1,288 | 1,086 | 18.6 | |||||||||
Operating margin (%) |
10.8 | 9.5 | 1.3 | |||||||||
Underlying operating margin (%) |
12.2 | 10.9 | 1.3 | |||||||||
Underlying sales growth (%) |
4.4 | 4.9 | ||||||||||
Underlying volume growth (%) |
2.1 | 1.3 | ||||||||||
Underlying price growth (%)
|
2.3 | 3.6 |
KEY DEVELOPMENTS
| Turnover grew 5.6% including a negative currency impact of 1.7%. Underlying sales growth was 4.4% coming from volume growth of 2.1% and price growth of 2.3%. Acquisitions and disposals contributed a favourable 2.9%. The roll-outs of Surf into Central and Eastern Europe and Omo into Iran performed well. In laundry, growth was driven by strong performances of the fabric conditioner Comfort in Asia and Europe, and the value brand Brilhante in Latin America. In 2017, the portfolio benefited from the acquisition of EAC Myanmar. The acquisition of Seventh Generation in 2016 with its natural proposition performed well and started to contribute to underlying sales growth towards the end of the year. |
| Underlying operating profit increased by 202 million including a 56 million adverse contribution from exchange rate movements. Underlying operating margin added 141 million and underlying sales growth contributed 48 million. Acquisition and disposal related activities contributed 70 million. Underlying operating margin improvement reflects strong delivery of the 5-S programme and zero-based budgeting. |
FOODS
2017 | 2016 | % change | ||||||||||
Turnover ( million) |
12,512 | 12,524 | (0.1 | ) | ||||||||
Operating profit ( million) |
2,275 | 2,180 | 4.4 | |||||||||
Underlying operating profit ( million) |
2,471 | 2,394 | 3.2 | |||||||||
Operating margin (%) |
18.2 | 17.4 | 0.8 | |||||||||
Underlying operating margin (%) |
19.7 | 19.1 | 0.6 | |||||||||
Underlying sales growth (%) |
1.0 | 2.1 | ||||||||||
Underlying volume growth (%) |
(0.7 | ) | (0.5 | ) | ||||||||
Underlying price growth (%)
|
1.7 | 2.6 |
KEY DEVELOPMENTS
| Turnover declined by 0.1% including an adverse currency impact of 1.1%. Underlying sales growth was 1.0%, which is lower than the prior year by 1.1 percentage points. The category continued to modernise the portfolio through innovations and acquisitions such as Mae Terra. Growth was adversely affected by a 2.4% underlying sales decline of the Spreads business, which will be divested in 2018. Savoury had a good performance driven by Knorr which responded well to consumer needs such as naturalness and time-saving cooking products. In dressings, Hellmanns relaunched the brand with stronger natural claims in 25 markets while the organic variants have been rolled out from North America into Europe. |
| Underlying operating profit increased by 77 million, including a 28 million adverse contribution from exchange rate movements. Underlying operating margin improvement contributed 79 million. Underlying sales growth and acquisition and disposal related activities added 25 million and 1 million respectively. Underlying operating margin improvement was mainly due to brand and marketing efficiencies. |
REFRESHMENT
2017 | 2016 | % change | ||||||||||
Turnover ( million) |
9,932 | 10,008 | (0.8 | ) | ||||||||
Operating profit ( million) |
1,341 | 968 | 38.5 | |||||||||
Underlying operating profit ( million) |
1,266 | 1,111 | 14.0 | |||||||||
Operating margin (%) |
13.5 | 9.7 | 3.8 | |||||||||
Underlying operating margin (%) |
12.7 | 11.1 | 1.6 | |||||||||
Underlying sales growth (%) |
4.9 | ^ | 3.5 | |||||||||
Underlying volume growth (%) |
0.4 | 1.0 | ||||||||||
Underlying price growth (%)
|
4.5 | ^ | 2.6 |
KEY DEVELOPMENTS
| Turnover declined by 0.8% including an adverse currency impact of 3.9%. Acquisitions and disposals had a negative impact of 1.4% and underlying sales growth was a favourable 4.9%. Refreshments had a good year despite increased new entrants activity particularly in North America. Innovations behind premium ice cream brands performed well, including Magnum pints that deliver the ultimate chocolate and ice cream experience in a tub. Leaf tea showed good growth, as we are increasingly seeing benefits of our innovations in speciality and premium tea. T2 continued to show double-digit growth while Pure Leaf was introduced to Canada and the United Kingdom after a successful launch in the United States. |
| Underlying operating profit was 155 million higher mainly from underlying operating margin improvement, which contributed 163 million. Underlying sales growth added 55 million, while acquisition and disposal related activities and exchange rate movements had a negative impact of 24 million and 39 million respectively. Underlying operating margin was up primarily due to improvements in gross margin in both ice cream and tea reflecting premiumisation of the portfolio and savings delivery. |
^ | Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23 on non-GAAP measures for further details. |
20 | Strategic Report | Annual Report on Form 20-F 2017 |
CASH FLOW
Free cash flow increased by 0.6 billion to 5.4 billion despite a one-off contribution of 0.6 billion to our pension funds. Cash flow from operating activities was 9.5 billion, an increase of 0.2 billion compared to the prior year. The increase was driven by higher operating profit and lower capital expenditure, which was 3.0% of turnover compared to 3.6% of turnover in the prior year, partially offset by the one-off contribution to pension funds.
million
2017 |
million
2016 |
|||||||
Operating profit |
8,857 | 7,801 | ||||||
Depreciation, amortisation and impairment |
1,538 | 1,464 | ||||||
Changes in working capital |
(68 | ) | 51 | |||||
Pensions and similar obligations less payments |
(904 | ) | (327 | ) | ||||
Provisions less payments |
200 | 65 | ||||||
Elimination of (profits)/losses on disposals |
(298 | ) | 127 | |||||
Non-cash charge for share-based compensation |
284 | 198 | ||||||
Other adjustments |
(153 | ) | (81 | ) | ||||
Cash flow from operating activities |
9,456 | 9,298 | ||||||
Income tax paid |
(2,164 | ) | (2,251 | ) | ||||
Net capital expenditure |
(1,621 | ) | (1,878 | ) | ||||
Net interest and preference dividends paid |
(316 | ) | (367 | ) | ||||
Free cash flow* |
5,355 | 4,802 | ||||||
Net cash flow (used in)/from investing activities |
(5,879 | ) | (3,188 | ) | ||||
Net cash flow (used in)/from financing activities |
(1,433 | ) | (3,073 | ) |
* | Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non-GAAP measures on pages 22 to 25. |
Net outflow from investing activities was 5.9 billion (2016: 3.2 billion) reflecting an increase in acquisitions during the year (see note 21).
Net outflow in financing activities was 1.4 billion compared to 3.1 billion in the prior year. The decrease relates to higher borrowings during the year partly off-set by investment in acquisitions and the share buyback programme of 5 billion.
BALANCE SHEET
At 31 December 2017, Unilevers combined market capitalisation was 127.9 billion compared with 110.2 billion at the end of 2016.
Goodwill and intangible assets increased by 1.0 billion mainly coming from the acquisitions of Carver Korea and Sundial Brands, partly offset by goodwill relating to the Spreads business which has been classified as held for sale. All material goodwill and indefinite-life intangible assets have been tested for impairment with no charge recognised during the year.
Other non-current assets remained flat at 15.0 billion. This includes pension assets for funded schemes in surplus amounting to 2.2 billion compared to 0.7 billion in 2016. The increase was driven by strong investment returns and a one-off cash injection of 0.6 billion.
million
2017 |
million
2016 |
|||||||
Goodwill and intangible assets |
28,401 | 27,433 | ||||||
Other non-current assets |
14,901 | 15,112 | ||||||
Assets held for sale |
3,224 | 206 | ||||||
Other current assets |
13,759 | 13,678 | ||||||
Total assets |
60,285 | 56,429 | ||||||
Liabilities held for sale |
170 | 1 | ||||||
Other current liabilities |
23,007 | 20,555 | ||||||
Non-current liabilities |
22,721 | 18,893 | ||||||
Total liabilities |
45,898 | 39,449 | ||||||
Shareholders equity |
13,629 | 16,354 | ||||||
Non-controlling interest |
758 | 626 | ||||||
Total equity |
14,387 | 16,980 | ||||||
Total liabilities and equity |
60,285 | 56,429 |
Assets held for sale of 3.2 billion and liabilities held for sale of 0.2 billion primarily relate to the Spreads business which we have signed an agreement to sell. Other current assets were 13.7 billion which is the same level as in the prior year.
Other current liabilities were 23.0 billion (2016: 20.6 billion) and non-current liabilities were 22.7 billion (2016: 18.9 billion) The increase in borrowings reflects the share buyback of 5 billion and the cost of acquisitions.
On 30 January 2017 we issued £0.35 billion 1.125% fixed rate notes due February 2022. On 9 February 2017 we issued a 1.2 billion bond, equally split between 0.375% fixed rate notes due February 2023 and 1.0% fixed rate notes due February 2027. On 2 May 2017 we issued a quadruple-tranche $3.15 billion bond, comprising of fixed rate notes of $0.8 billion at 1.8% due May 2020, $0.85 billion at 2.2% due May 2022, $0.5 billion at 2.6% due May 2024 and $1.0 billion at 2.9% due May 2027. On 31 July 2017 we issued a triple-tranche 1.9 billion bond, comprising of fixed rate notes of 0.5 billion at 0% due July 2021, 0.65 billion at 0.875% due July 2025 and 0.75 billion at 1.375% due July 2029. On 15 September 2017 we issued a £0.5 billion bond, equally split between 1.375% fixed rate notes due September 2024 and 1.875 % fixed rate notes due September 2029.
The table below shows the movement in net pension liability during the year. The reduction from 3.2 billion at the beginning of the year to 0.6 billion at the end of 2017 was primarily due to strong investment returns and company contributions to defined benefit plans, mainly in the UK. Cash expenditure on pensions was 1.3 billion (2016: 0.7 billion).
million
2017 |
||||
1 January |
(3,173 | ) | ||
Current service cost |
(245 | ) | ||
Employee contributions |
18 | |||
Actual return on plan assets (excluding interest) |
1,475 | |||
Net interest cost |
(96 | ) | ||
Actuarial loss |
145 | |||
Employer contributions |
1,105 | |||
Currency retranslation |
180 | |||
Other movements (a) |
30 | |||
31 December
|
(561 | ) |
(a) | Other movements relate to special termination benefits, past service costs including losses/(gains) on curtailment, settlements and reclassification of benefits. For more details see note 4B on pages 98 and 103. |
FINANCE AND LIQUIDITY
Approximately 1.0 billion (or 31%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for ensuring maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.
The remaining 2.3 billion (69%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends free of tax. This balance includes 206 million (2016: 240 million, 2015: 284 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available in any means for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 2017 were US$ 7,865 million. Further details are given in note 16A. In addition, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of 4,000 million.
Annual Report on Form 20-F 2017 | Strategic Report | 21 |
FINANCIAL REVIEW CONTINUED
CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2017
million
Total |
million
Due within 1 year |
million
Due in 1-3 years |
million
Due in 3-5 years |
million
Due in over 5 years |
||||||||||||||||
Long-term debt
|
|
23,876
|
|
|
7,688
|
|
|
3,752
|
|
|
3,911
|
|
|
8,525
|
|
|||||
Interest on financial liabilities
|
|
2,847
|
|
|
392
|
|
|
593
|
|
|
434
|
|
|
1,428
|
|
|||||
Operating lease obligations
|
|
2,454
|
|
|
418
|
|
|
705
|
|
|
545
|
|
|
786
|
|
|||||
Purchase obligations (a)
|
|
595
|
|
|
484
|
|
|
96
|
|
|
15
|
|
|
-
|
|
|||||
Finance leases
|
|
206
|
|
|
20
|
|
|
35
|
|
|
33
|
|
|
118
|
|
|||||
Other long-term commitments
|
|
1,645
|
|
|
790
|
|
|
614
|
|
|
210
|
|
|
31
|
|
|||||
Other financial liabilities
|
|
177
|
|
|
177
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|||||
Total
|
|
31,800
|
|
|
9,969
|
|
|
5,795
|
|
|
5,148
|
|
|
10,888
|
|
(a) | For raw and packaging materials and finished goods. |
Further details are set out in the following notes to the consolidated financial statements: note 10 on pages 111 and 112, note 15C on page 119 to 120, and note 20 on pages 131 and 132. Unilever is satisfied that its financing arrangements are adequate to meet its working capital needs for the foreseeable future. In relation to the facilities available to the Group, borrowing requirements do not fluctuate materially during the year and are not seasonal.
AUDIT FEES
Included within operating profit is 20 million (2016: 15 million) paid to the external auditor, of which 14 million (2016: 14 million) related to statutory audit services.
NON-GAAP MEASURES
Certain discussions and analyses set out in this Annual Report and Accounts (and the Additional Information for US Listing Purposes) include measures which are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, and our ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures.
CHANGE IN REPORTING OF PERFORMANCE MEASURES
Following our strategic review earlier this year, we announced that we would be accelerating savings programmes and being more active in the development of our portfolio, including exiting from our Spreads business. This will mean spending significant funds on restructuring costs. In order to provide a clear picture of our performance against the objectives set out in the announcement of the outcome of the review, where relevant, our non-GAAP measures will now exclude restructuring costs, the change from our previous measure of core operating profit is the additional exclusion of restructuring costs that are not related to acquisitions and disposals.
Our non-GAAP measures have therefore changed from core operating profit, core operating margin, core earnings per share, core effective tax rate and constant core earnings per share to underlying operating profit, underlying operating margin, underlying earnings per share, underlying effective tax rate and constant underlying earnings per share respectively. These measures are explained further on the following pages.
EXPLANATION AND RECONCILIATION OF NON-GAAP MEASURES
Unilever uses constant rate and underlying measures primarily for internal performance analysis and targeting purposes. We present certain items, percentages and movements, using constant exchange rates, which exclude the impact of fluctuations in foreign currency exchange rates. We calculate constant currency values by translating both the current and the prior period local currency amounts into euro using the prior period average exchange rates.
The table below shows exchange rate movements in our key markets.
Annual
average rate in 2017 |
Annual
average rate in 2016 |
|||||||
US dollar ( 1 = US$) |
1.123 | 1.111 | ||||||
Indian rupee ( 1 = INR) |
73.258 | 74.588 | ||||||
Brazilian real ( 1 = BRL) |
3.573 | 3.889 | ||||||
UK pound sterling ( 1 = GBP) |
0.876 | 0.815 | ||||||
Indonesia rupiah ( 1 = IDR) |
15011 | 14770 | ||||||
Chinese yuan ( 1 = CNY) |
7.608 | 7.355 | ||||||
Argentine peso ( 1 = ARS) |
18.401 | 16.292 |
In the following sections we set out our definitions of the following non-GAAP measures and provide reconciliations to relevant GAAP measures:
| underlying sales growth; |
| underlying volume growth; |
| underlying price growth; |
| non-underlying items; |
| underlying operating profit and underlying operating margin; |
| underlying earnings per share; |
| underlying effective tax rate; |
| constant underlying earnings per share; |
| free cash flow; |
| net debt; and |
| return on invested capital. |
UNDERLYING SALES GROWTH
Underlying sales growth (USG) refers to the increase in turnover for the period, excluding any change in turnover resulting from acquisitions, disposals and changes in currency. The impact of acquisitions and disposals is excluded from USG for a period of 12 calendar months from the applicable closing date. Turnover from acquired brands that are launched in countries where they were not previously sold is included in USG, as such turnover is more attributable to our existing sales and distribution network than the acquisition itself. We believe this measure provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. Also excluded is the impact of price growth from countries where inflation rates have escalated to extreme levels, and where management forecast that such a situation will continue for an extended period of time; at least one year.
22 | Strategic Report | Annual Report on Form 20-F 2017 |
(a) | Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components. |
(b) | Q4 underlying price growth in Venezuela has been excluded from underlying sales growth and an equal and opposite adjustment made in effect of exchange rate. |
UNDERLYING VOLUME GROWTH
Underlying volume growth (UVG) is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact on USG due to changes in prices.
UNDERLYING PRICE GROWTH
Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price we exclude the impact of price changes arising in countries where consumer price inflation (CPI) rates have escalated to extreme levels of 1,000% or more and where management forecast that this situation is going to continue for an extended period of time; at least one year. This happens very rarely but in the fourth quarter of 2017 the actual and forecast inflation rates for Venezuela triggered such an exclusion. This treatment will be kept under regular review, but will not be revised until the fourth quarter of 2018 at the earliest.
The relationship between USG, UVG and UPG is set out below:
2017
vs 2016 |
2016
vs 2015 |
|||||||
Underlying volume growth (%) |
0.8 | 0.9 | ||||||
Underlying price growth (%) (a) |
2.3 | 2.8 | ||||||
Underlying sales growth (%) |
3.1 | 3.7 |
(a) | Q4 underlying price growth in Venezuela has been excluded from underlying price in the table above and an equal and opposite adjustment made in the effect of exchange rates. |
The adjustment made at total Group level in the above table in respect of Q4 price growth in Venezuela was 0.8%. Prior to this adjustment being made, price growth at total Group level would have been 3.1% and exchange rate impact would have been (2.9)%. The corresponding adjustment for Refreshment was 4.4%. There is no adjustment in the other categories.
Refer to page 20 for the relationship between USG, UVG and UPG for each of the categories.
NON-UNDERLYING ITEMS
Several non-GAAP measures are adjusted to exclude items defined as non-underlying due to their nature and/or frequency of occurrence.
| Non-underlying items within operating profit are: gains or losses on business disposals, acquisition and disposal related costs, restructuring costs, impairments and other significant one-off items within operating profit |
| Non-underlying items not in operating profit but within net profit are: significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation |
| Non-underlying items are both non-underlying items within operating profit and those non-underlying items not in operating profit but within net profit |
Refer to note 3 for details of non-underlying items.
UNDERLYING EARNINGS PER SHARE
Underlying earnings per share (underlying EPS) is calculated as underlying profit attributable to shareholders equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders equity, net profit attributable to shareholders equity is adjusted to eliminate the post-tax impact of non-underlying items. This measure reflects the underlying earnings for each share unit of the Group.
Refer to note 7 on page 107 for reconciliation of net profit attributable to shareholders equity to underlying profit attributable to shareholders equity.
Annual Report on Form 20-F 2017 | Strategic Report | 23 |
FINANCIAL REVIEW CONTINUED
UNDERLYING OPERATING PROFIT AND UNDERLYING OPERATING MARGIN
Underlying operating profit and underlying operating margin mean operating profit and operating margin before the impact of non-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for making decisions about allocating resources and assessing performance of the segments.
The reconciliation of operating profit to underlying operating profit is as follows:
million
2017 |
million
2016 |
|||||||
Operating profit
|
|
8,857
|
|
|
7,801
|
|
||
Non-underlying items within operating profit (see note 3)
|
|
543
|
|
|
823
|
|
||
Underlying operating profit
|
|
9,400
|
|
|
8,624
|
|
||
Turnover
|
|
53,715
|
|
|
52,713
|
|
||
Operating margin
|
|
16.5
|
%
|
|
14.8
|
%
|
||
Underlying operating margin
|
|
17.5
|
%
|
|
16.4
|
%
|
Further details of non-underlying items can be found in note 3 on page 96 of the consolidated financial statements.
UNDERLYING EFFECTIVE TAX RATE
The underlying effective tax rate is calculated by dividing taxation excluding the tax impact of non-underlying items by profit before tax excluding the impact of non-underlying items and share of net profit/(loss) of joint ventures and associates. This measure reflects the underlying tax rate in relation to profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates. Tax impact on non-underlying items within operating profit is the sum of the tax on each non-underlying item, based on the applicable country tax rates and tax treatment.
The reconciliation of taxation to taxation before tax impact of non-underlying items is as follows:
million
2017 |
million
2016 |
|||||||
Taxation
|
|
1,667
|
|
|
1,922
|
|
||
Tax impact of:
|
||||||||
Non-underlying items within operating profit (a)
|
|
77
|
|
|
213
|
|
||
Non-underlying items not in operating profit but within net profit (a)
|
|
578
|
|
|
-
|
|
||
Taxation before tax impact of non-underlying items
|
|
2,322
|
|
|
2,135
|
|
||
Profit before taxation
|
|
8,153
|
|
|
7,469
|
|
||
Non-underlying items within operating profit before tax (a)
|
|
543
|
|
|
823
|
|
||
Non-underlying items not in operating profit but within net profit before tax (a)
|
|
382
|
|
|
-
|
|
||
Share of net (profit)/loss of joint ventures and associates
|
|
(155
|
)
|
|
(127
|
)
|
||
Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates
|
|
8,923
|
|
|
8,165
|
|
||
Underlying effective tax rate
|
|
26.0
|
%
|
|
26.1
|
%
|
(a) | Refer to note 3 for further details on these items. |
CONSTANT UNDERLYING EARNINGS PER SHARE
Constant underlying earnings per share (constant underlying EPS) is calculated as underlying profit attributable to shareholders equity at constant exchange rates and excluding the impact of both translational hedges and Q4 price growth in Venezuela divided by the diluted combined average number of share units. This measure reflects the
underlying earnings for each share unit of the Group in constant exchange rates.
The reconciliation of underlying profit attributable to shareholders equity to constant underlying earnings attributable to shareholders equity and the calculation of constant underlying EPS is as follows:
million
2017 |
million
2016 |
|||||||
Underlying profit attributable to shareholders equity (a)
|
|
6,315
|
|
|
5,785
|
|
||
Impact of translation of earnings between constant and current exchange rates and translational hedges
|
|
310
|
|
|
194
|
|
||
Impact of Q4 2017 Venezuela price growth (b)
|
|
(153
|
)
|
|
-
|
|
||
Constant underlying earnings attributable to shareholders equity |
|
6,472 |
|
|
5,979 |
|
||
Diluted combined average number of share units (millions of units)
|
|
2,814.0
|
|
|
2,853.9
|
|
||
Constant underlying EPS ()
|
|
2.30
|
|
|
2.10
|
|
(a) | See note 7 |
(b) | See pages 22 and 23 for further details |
In calculating the movement in constant underlying EPS, the constant underlying EPS for 2017 is compared to the underlying EPS for 2016 as adjusted for the impact of translational hedges, which was 2.07.
FREE CASH FLOW
Within the Unilever Group, free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditures and net interest payments and preference dividends paid. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any.
The reconciliation of net profit to FCF is as follows:
million
2017 |
million
2016 |
|||||||
Net profit
|
|
6,486
|
|
|
5,547
|
|
||
Taxation
|
|
1,667
|
|
|
1,922
|
|
||
Share of net profit of joint ventures/associates and other income from non-current investments
|
|
(173
|
)
|
|
(231
|
)
|
||
Net finance costs
|
|
877
|
|
|
563
|
|
||
Depreciation, amortisation and impairment
|
|
1,538
|
|
|
1,464
|
|
||
Changes in working capital
|
|
(68
|
)
|
|
51
|
|
||
Pensions and similar obligations less payments
|
|
(904
|
)
|
|
(327
|
)
|
||
Provisions less payments
|
|
200
|
|
|
65
|
|
||
Elimination of (profits)/losses on disposals
|
|
(298
|
)
|
|
127
|
|
||
Non-cash charge for share-based compensation
|
|
284
|
|
|
198
|
|
||
Other adjustments
|
|
(153
|
)
|
|
(81
|
)
|
||
Cash flow from operating activities
|
|
9,456
|
|
|
9,298
|
|
||
Income tax paid
|
|
(2,164
|
)
|
|
(2,251
|
)
|
||
Net capital expenditure
|
|
(1,621
|
)
|
|
(1,878
|
)
|
||
Net interest and preference dividends paid
|
|
(316
|
)
|
(367 | ) | |||
Free cash flow
|
|
5,355 |
|
|
4,802 |
|
||
Net cash flow (used in)/from investing activities
|
|
(5,879
|
)
|
|
(3,188
|
)
|
||
Net cash flow (used in)/from financing activities
|
|
(1,433
|
)
|
|
(3,073
|
)
|
24 | Strategic Report | Annual Report on Form 20-F 2017 |
RETURN ON ASSETS
Return on assets is a measure of the return generated on assets for each category. This measure provides additional insight on the performance of the categories and assists in formulating long term strategies with respect to allocation of capital, across categories. Category return on assets is calculated as underlying operating profit (UOP) after tax for the Category divided by the annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities, for each category. The annual average is computed by adding the amounts at the beginning and the end of the calendar year, divided by two.
million | million | million | million | million | million | |||||||||||||||||||
Personal | Home | Home Care and | Foods and | |||||||||||||||||||||
2017 | Care | Care | Personal Care | Foods | Refreshment | Refreshment | ||||||||||||||||||
Underlying Operating Profit before tax |
4,375 | 1,288 | 5,663 | 2,471 | 1,266 | 3,737 | ||||||||||||||||||
Tax on underlying operating profit |
(1,139 | ) | (335 | ) | (1,474 | ) | (643 | ) | (329 | ) | (972 | ) | ||||||||||||
Underlying Operating Profit after tax |
3,236 | 953 | 4,189 | 1,828 | 937 | 2,765 | ||||||||||||||||||
Property plant and equipment |
3,520 | 1,787 | 5,307 | 1,835 | 3,269 | 5,104 | ||||||||||||||||||
Net assets held for sale |
1 | - | 1 | 741 | 1 | 742 | ||||||||||||||||||
Inventories |
1,590 | 735 | 2,325 | 694 | 943 | 1,637 | ||||||||||||||||||
Trade and other receivables |
2,018 | 1,032 | 3,050 | 1,203 | 969 | 2,172 | ||||||||||||||||||
Trade payables and other current liabilities |
(4,984 | ) | (2,836 | ) | (7,820 | ) | (2,960 | ) | (2,646 | ) | (5,606 | ) | ||||||||||||
Period end assets (net) |
2,145 | 718 | 2,863 | 1,513 | 2,536 | 4,049 | ||||||||||||||||||
Average assets for the period (net) |
2,122 | 778 | 2,900 | 1,560 | 2,641 | 4,201 | ||||||||||||||||||
Category Return on assets |
152 | % | 122 | % | 144 | % | 117 | % | 35 | % | 66 | % | ||||||||||||
2016 |
||||||||||||||||||||||||
Underlying Operating Profit before tax |
4,033 | 1,086 | 5,119 | 2,394 | 1,111 | 3,505 | ||||||||||||||||||
Tax on underlying operating profit |
(1,054 | ) | (284 | ) | (1,338 | ) | (626 | ) | (291 | ) | (917 | ) | ||||||||||||
Underlying Operating Profit after tax |
2,979 | 802 | 3,781 | 1,768 | 820 | 2,588 | ||||||||||||||||||
Property plant and equipment |
3,537 | 1,940 | 5,477 | 2,691 | 3,505 | 6,196 | ||||||||||||||||||
Net assets held for sale |
8 | 4 | 12 | 16 | 79 | 95 | ||||||||||||||||||
Inventories |
1,680 | 732 | 2,412 | 875 | 991 | 1,866 | ||||||||||||||||||
Trade and other receivables |
1,952 | 969 | 2,921 | 1,212 | 969 | 2,181 | ||||||||||||||||||
Trade payables and other current liabilities |
(5,078 | ) | (2,807 | ) | (7,885 | ) | (3,187 | ) | (2,799 | ) | (5,986 | ) | ||||||||||||
Period end assets (net) |
2,099 | 838 | 2,937 | 1,607 | 2,745 | 4,352 | ||||||||||||||||||
Average assets for the period (net) |
1,938 | 777 | 2,715 | 1,562 | 2,638 | 4,200 | ||||||||||||||||||
Category Return on assets |
154 | % | 103 | % | 139 | % | 113 | % | 31 | % | 62 | % |
NET DEBT
Net debt is defined as the excess of total financial liabilities, excluding trade payables and other current liabilities, over cash, cash equivalents and other current financial assets, excluding trade and other current receivables. It is a measure that provides valuable additional information on the summary presentation of the Groups net financial liabilities and is a measure in common use elsewhere.
The reconciliation of total financial liabilities to net debt is as follows:
million
2017 |
million
2016 |
|||||||
Total financial liabilities
|
|
(24,430
|
)
|
|
(16,595
|
)
|
||
Current financial liabilities |
(7,968 | ) | (5,450 | ) | ||||
Non-current financial liabilities |
(16,462 | ) | (11,145 | ) | ||||
Cash and cash equivalents as per balance sheet
|
|
3,317
|
|
|
3,382
|
|
||
Cash and cash equivalents as per cash flow |
3,169 | 3,198 | ||||||
Add bank overdrafts deducted therein |
167 | 184 | ||||||
Less cash and cash equivalents held for sale |
(19 | ) | - | |||||
Other current financial assets |
770 | 599 | ||||||
Net debt |
|
(20,343 |
) |
|
(12,614 |
) |
RETURN ON INVESTED CAPITAL
Return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. The measure provides a guide rail for long-term value creation and encourages compounding reinvestment within the business and discipline
around acquisitions with low returns and long payback. ROIC is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilities
million
2017 |
million
2016 |
|||||||
Underlying operating profit before tax (a) |
9,400 | 8,624 | ||||||
Tax on underlying operating profit (b) |
(2,446 | ) | (2,255 | ) | ||||
Underlying operating profit after tax |
6,954 | 6,369 | ||||||
Goodwill |
16,881 | 17,624 | ||||||
Intangible assets |
11,520 | 9,809 | ||||||
Property, plant and equipment |
10,411 | 11,673 | ||||||
Net assets held for sale |
3,054 | 205 | ||||||
Inventories |
3,962 | 4,278 | ||||||
Trade and other current receivables |
5,222 | 5,102 | ||||||
Trade payables and other current liabilities |
(13,426 | ) | (13,871 | ) | ||||
Period-end invested capital |
37,624 | 34,820 | ||||||
Average invested capital for the period |
36,222 | 33,231 | ||||||
Return on average invested capital (c) |
19.2 | % | 19.2 | % |
(a) | See reconciliation of operating profit to underlying operating profit on page 24. |
(b) | Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 26.0% (2016: 26.1%) which is shown on page 24. |
(c) | As noted on page 22 under the heading Change in reporting of performance measures, our previous non-GAAP measure of core operating profit is no longer used and we instead use underlying operating profit. We have changed our definition of ROIC to align with this change and restated 2016 ROIC, which has moved from 17.9% to 19.2%. |
Annual Report on Form 20-F 2017 | Strategic Report | 25 |
RISKS |
OUR RISK APPETITE AND APPROACH TO RISK MANAGEMENT
Risk management is integral to Unilevers strategy and to the achievement of Unilevers long-term goals. Our success as an organisation depends on our ability to identify and exploit the opportunities generated by our business and the markets we are in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board agenda, which is where we believe it should be.
Unilever adopts a risk profile that is aligned to our Vision to grow our business, whilst decoupling our environmental footprint from our growth and increasing our positive social impact. Our appetite for risk is driven by the following:
| Our growth should be consistent, competitive, profitable and responsible. |
| Our behaviours must be in line with our Code of Business Principles and Code Policies. |
| We strive to continuously improve our operational efficiency and effectiveness. |
| We aim to maintain a single A credit rating on a long-term basis. |
Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Unilevers senior management including, where appropriate, the Chief Executive Officer and Chief Financial Officer.
ORGANISATION
The Boards assume overall accountability for the management of risk and for reviewing the effectiveness of Unilevers risk management and internal control systems.
The Boards have established a clear organisational structure with well defined accountabilities for the principal risks that Unilever faces in the short, medium and long-term. This organisational structure and distribution of accountabilities and responsibilities ensure that every country in which we operate has specific resources and processes for risk review and risk mitigation. This is supported by the Unilever Leadership Executive, which takes active responsibility for focusing on the principal areas of risk to Unilever. The Boards regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks that Unilever is prepared to take to achieve its strategic objectives.
FOUNDATION AND PRINCIPLES
Unilevers approach to doing business is framed by our Purpose and values (see page 1). Our Code of Business Principles sets out the standards of behaviour that we expect all employees to adhere to. Day-to-day responsibility for ensuring these principles are applied throughout Unilever rests with senior management across categories, geographies and functions. A network of Business Integrity Officers and Committees supports the activities necessary to communicate the Code, deliver training, maintain processes and procedures (including support lines) to report and respond to alleged breaches, and to capture and communicate learnings.
We have a framework of Code Policies that underpin the Code of Business Principles and set out the non-negotiable standards of behaviour expected from all our employees.
For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating that risk.
Unilevers functional standards define mandatory requirements across a range of specialist areas such as health and safety, accounting and reporting and financial risk management.
PROCESSES
Unilever operates a wide range of processes and activities across all its operations covering strategy, planning, execution and performance management. Risk management is integrated into every stage of this business cycle. These procedures are formalised and documented and are increasingly being centralised and automated into transactional and other information technology systems.
ASSURANCE AND RE-ASSURANCE
Assurance on compliance with the Code of Business Principles and all of our Code Policies is obtained annually from Unilever management via a formal Code declaration. In addition, there are specialist awareness and training programmes which are run throughout the year and vary depending on the business priorities. These specialist compliance programmes supplement the Code declaration. Our Corporate Audit function plays a vital role in providing to both management and the Boards an objective and independent review of the effectiveness of risk management and internal control systems throughout Unilever.
BOARDS ASSESSMENT OF COMPLIANCE WITH THE RISK MANAGEMENT FRAMEWORKS
The Boards, advised by the Committees where appropriate, regularly review the significant risks and decisions that could have a material impact on Unilever. These reviews consider the level of risk that Unilever is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.
The Boards, through the Audit Committee, have reviewed the assessment of risks, internal controls and disclosure controls and procedures in operation within Unilever. They have also considered the effectiveness of any remedial actions taken for the year covered by this Annual Report and Accounts and up to the date of its approval by the Boards.
Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 41 to 42.
Further statements on compliance with the specific risk management and control requirements in the Dutch Corporate Governance Code, the UK Corporate Governance Code, the US Securities Exchange Act (1934) and the Sarbanes-Oxley (2002) Act can be found on pages 39 to 40.
26 | Strategic Report | Annual Report on Form 20-F 2017 |
VIABILITY STATEMENT
The activities of Unilever, together with the factors likely to affect its future development, performance, the financial position of Unilever, its cash flows, liquidity position and borrowing facilities are described on pages 1 to 25. In addition, we describe in notes 15 to 18 on pages 115 to 130 Unilevers objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.
ASSESSMENT
In order to report on the long-term viability of Unilever, the Directors carried out a robust assessment of the principal risks facing Unilever, including those that would threaten its business model, future performance, solvency or liquidity. This assessment included reviewing and understanding the mitigation factors in respect of each of those risks. The risks are summarised on pages 28 to 31.
The viability assessment has two parts:
| First, the Directors considered the period over which they have a reasonable expectation that Unilever will continue to operate and meet its liabilities; and |
| Second, they considered the potential impact of severe but plausible scenarios over this period, including: |
| assessing scenarios for each individual principal risk, for example the termination of our relationships with the three largest global customers; the loss of all material litigation cases; and the destruction of three of our largest sourcing units; and |
| assessing scenarios that involve more than one principal risk such as: |
| a contamination issue with one of our products, leading to a fine equal to 1% of Unilevers turnover, lower sales of impacted products and temporary closure of our largest sourcing unit; |
| a major IT data breach resulting in a fine equal to 2% of Unilevers turnover along with an outage in a key system resulting in the temporary inability to sell products; and |
| a global economic downturn leading to an increase in funding costs and the loss of our three largest customers. |
FINDINGS
A three-year period is considered appropriate for this assessment because it is the period covered by Unilevers ongoing strategic planning; and it enables a high level of confidence in assessing viability, even in extreme adverse events, due to a number of factors such as:
| Unilevers considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world; |
| high cash generation by Unilevers operations; |
| flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a 2-3 year horizon; and |
| Unilevers diverse product and geographical activities which are impacted by continuously evolving technology and innovation. |
Taking into account Unilevers current position and plans, the Directors believe that there is no plausible scenario that would threaten our business model, future performance, solvency or liquidity over the next three years.
CONCLUSION
On the basis described above, the Directors have a reasonable expectation that Unilever will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
PRINCIPAL RISK FACTORS
Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most relevant to our business. These are the risks that we see as most material to Unilevers business and performance at this time. There may be other risks that could emerge in the future.
All the principal risks could impact our business within the next two years (i.e. short-term risks), or could impact our business over the next three to five years (i.e. medium-term risks). Some principal risks, such as climate change, could also impact over the longer-term (i.e. beyond 5 years).
Our principal risks have not fundamentally changed this year. We have updated the descriptions of several of our principal risks to reflect the significant impact that technological changes are having on our consumers, customers and operations. In addition, we have made specific reference within our business transformation risk to the initiatives announced in April 2017 to accelerate sustainable shareholder value creation.
As well as identifying the most relevant risks for our business we reflect on whether we think the level of risk associated with each of our principal risks is increasing or decreasing. There are four areas where we believe there is an increased level of risk which are:
| Brand Equity: our brand equity risk is increasing and changing in nature as technology impacts both the speed at which consumer trends change and our brand communication models; |
| Customer Relationships: technology is changing our channel landscape and hence changing the nature of the relationships with our traditional customers as well as requiring us to develop relationships with new customers who are driving e-commerce development; |
| Systems and Information: the number of cybersecurity attacks are increasing significantly, and incidents are becoming more sophisticated as technology further evolves; and |
| Business Transformation: this risk has increased as a result of the scale of the initiatives announced in April 2017 to further accelerate shareholders value. |
If the circumstances in these risks occur, our cash flow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation.
Annual Report on Form 20-F 2017 | Strategic Report | 27 |
RISKS CONTINUED
DESCRIPTION OF RISK |
BRAND PREFERENCE
As a branded goods business, Unilevers success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive.
Consumer tastes, preferences and behaviours are changing more rapidly than ever before, and Unilevers ability to identify and respond to these changes is vital to our business success
Technological change is disrupting our traditional brand communication models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium is critical to the continued strength of our brands.
We are dependent on creating innovative products that continue to meet the needs of our consumers and getting these new products to market with speed. If we are unable to innovate effectively, Unilevers sales or margins could be materially adversely affected.
|
PORTFOLIO MANAGEMENT
Unilevers strategic investment choices will affect the long-term growth and profits of our business.
Unilevers growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions, then opportunities for growth and improved margin could be missed.
|
SUSTAINABILITY
The success of our business depends on finding sustainable solutions to support long-term growth.
Unilevers Vision to grow our business, while decoupling our environmental footprint from our growth and increasing our positive social impact, will require more sustainable ways of doing business. In a world where resources are scarce and demand for them continues to increase, it is critical that we succeed in reducing our resource consumption and converting to sustainably sourced supplies. In doing this we are dependent on the efforts of partners and various certification bodies. We are also committed to improving health and wellbeing and enhancing livelihoods around the world so Unilever and our communities grow successfully together. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilevers growth and profit potential and damage our corporate reputation.
|
CLIMATE CHANGE
Climate changes and governmental actions to reduce such changes may disrupt our operations and/or reduce consumer demand for our products.
Climate changes are occurring around the globe which may impact our business in various ways. They could lead to water shortages which would reduce demand for those of our products that require a significant amount of water during consumer use. They could also lead to an increase in raw material and packaging prices or reduced availability. Governments may take action to reduce climate change such as the introduction of a carbon tax or zero net deforestation requirements which could impact our business through higher costs or reduced flexibility of operations.
Increased frequency of extreme weather (storms and floods) could cause increased incidence of disruption to our manufacturing and distribution network. Climate change could result therefore in making products less affordable or less available for our consumers resulting in reduced growth and profitability.
|
28 | Strategic Report | Annual Report on Form 20-F 2017 |
DESCRIPTION OF RISK |
CUSTOMER RELATIONSHIPS
Successful customer relationships are vital to our business and continued growth.
Maintaining strong relationships with our existing customers and building relationships with new customers who have built new technology enabled business models to serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers.
|
TALENT
A skilled workforce and agile ways of working are essential for the continued success of our business.
Our ability to attract, develop and retain the right number of appropriately qualified people is critical if we are to compete and grow effectively.
This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.
|
SUPPLY CHAIN
Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers.
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or disruptions at a key supplier, which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.
|
SAFE AND HIGH QUALITY PRODUCTS
The quality and safety of our products are of paramount importance for our brands and our reputation.
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded.
|
Annual Report on Form 20-F 2017 | Strategic Report | 29 |
RISKS CONTINUED
DESCRIPTION OF RISK |
SYSTEMS AND INFORMATION
Unilevers operations are increasingly dependent on IT systems and the management of information.
Increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.
The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.
|
BUSINESS TRANSFORMATION
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities.
Unilever is continually engaged in major change projects, including acquisitions, disposals and organisational transformation, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. A number of key projects were announced in 2017 to accelerate sustainable shareholder value creation. Failure to execute such initiatives successfully could result in under-delivery of the expected benefits and there could be a significant impact on the value of the business.
|
ECONOMIC AND POLITICAL INSTABILITY
Unilever operates around the globe and is exposed to economic and political instability that may reduce consumer demand for our products, disrupt sales operations and/or impact the profitability of our operations.
Adverse economic conditions may affect one or more countries within a region, or may extend globally.
Government actions such as foreign exchange or price controls can impact on the growth and profitability of our local operations.
Unilever has more than half its turnover in emerging markets which can offer greater growth opportunities but also expose Unilever to related economic and political volatility. |
30 | Strategic Report | Annual Report on Form 20-F 2017 |
DESCRIPTION OF RISK |
TREASURY AND PENSIONS
Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions.
The relative values of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries.
We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company.
Unilever may face liquidity risk, ie difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and also restrict Unilevers ability to raise funds.
We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark interest rates could increase the interest cost of our floating rate debt and increase the cost of future borrowings.
In times of financial market volatility, we are also potentially exposed to counter-party risks with banks, suppliers and customers.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.
|
ETHICAL
Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands.
Unilevers brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilevers corporate reputation and business results.
|
LEGAL AND REGULATORY
Compliance with laws and regulations is an essential part of Unilevers business operations.
Unilever is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention with the OECDs Base Erosion & Profit Shifting project and further potential tax reform in the EU and Switzerland.
|
Annual Report on Form 20-F 2017 | Strategic Report | 31 |
IN FOCUS: CLIMATE CHANGE RISKS AND OPPORTUNITIES
UNILEVER HAS PUBLICLY COMMITTED TO IMPLEMENTING THE RECOMMENDATIONS OF THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
As a growing number of investors demand more information on how companies are addressing the effects of climate change, Unilever recognises the importance of disclosing climate-related risks and opportunities. Adopting the Taskforce on Climate-Related Financial Disclosures (TCFD) recommendations is an important step forward in enabling market forces to drive efficient allocation of capital and support a smooth transition to a low-carbon economy.
In this Annual Report and Accounts, we continue to integrate climate-related disclosures throughout the Strategic Report narrative. However, in recognition of the growing significance of the impacts of climate change on our business, we have also summarised the risks and opportunities arising from climate change, and our response below.
The Boards take overall accountability for the management of climate change risks and opportunities with support from the ULE and the USLP Steering Team (see page 43). Chaired by Keith Weed, the USLP Steering Team includes nine members of the ULE and meets five times a year. During 2017, there were numerous agenda items on topics related to climate change. For 2,872 senior management employees, incentives include fixed pay, a bonus as a percentage of fixed pay and a long-term management co-investment plan (MCIP) linked to financial and USLP performance including our climate change, water and sustainable sourcing targets (see page 58). The long-term MCIP will be rolled out to the remainder of management employees in 2018.
UNDERSTANDING IMPACT
Climate change has been identified as a principal risk to Unilever (see page 28). To further understand the impact that climate change could have on Unilevers business we performed a high-level assessment of the impact of 2°C and 4°C global warming scenarios. The 2°C and 4°C scenarios are constructed on the basis that average global temperatures will have increased by 2°C and 4°C in the year 2100. Between today and 2100 there will be gradual changes towards these endpoints and we have looked at the impact on our business in 2030 assuming we have the same business activities as we do today. We also made the following simplifying assumptions:
| In the 2°C scenario, we assumed that in the period to 2030 society acts rapidly to limit greenhouse gas emissions and puts in place measures to restrain deforestation and discourage emissions (for example implementing carbon pricing at $75-$100 per tonne, taken from the International Energy Agencys 450 scenario). We have assumed that there will be no significant impact to our business from the physical ramifications of climate change by 2030 ie from greater scarcity of water or increased impact of severe weather events. The scenario assesses the impact on our business from regulatory changes. |
| In the 4°C scenario, we assumed climate policy is less ambitious and emissions remain high so the physical manifestations of climate change are increasingly apparent by 2030. Given this we have not included impacts from regulatory restrictions but focus on those resulting from the physical impacts. |
We identified the material impacts on Unilevers business arising from each of these scenarios based on existing internal and external data. The impacts were assessed without considering any actions that Unilever might take to mitigate or adapt to the adverse impacts or to introduce new products which might offer new sources of revenue as consumers adjust to the new circumstances.
The main impacts of the 2°C scenario were as follows:
| Carbon pricing is introduced in key countries and hence there are increases in both manufacturing costs and the costs of raw materials such as dairy ingredients and the metals used in packaging |
| Zero net deforestation requirements are introduced and a shift to sustainable agriculture puts pressure on agricultural production, raising the price of certain raw materials |
The main impacts of the 4°C scenario were as follows:
| Chronic and acute water stress reduces agricultural productivity in some regions, raising prices of raw materials |
| Increased frequency of extreme weather (storms and floods) causes increased incidence of disruption to our manufacturing and distribution networks |
| Temperature increase and extreme weather events reduce economic activity, GDP growth and hence sales levels fall |
Our analysis shows that, without action, both scenarios present financial risks to Unilever by 2030, predominantly due to increased costs. However, while there are financial risks which would need to be managed, we would not have to materially change our business model. The most significant impacts of both scenarios are on our supply chain where costs of raw materials and packaging rise, due to carbon pricing and rapid shift to sustainable agriculture in a 2°C scenario and due to chronic water stress and extreme weather in a 4°C scenario. The impacts on sales and our own manufacturing operations are relatively small.
The results of this analysis confirm the importance of doing further work to ensure that we understand the critical dependencies of climate change on our business and to ensure we have action plans in place to help mitigate these risks and thus prepare the business for the future environment in which we will operate. We plan to conduct further analysis on the impact of climate change on our agricultural supply chain and the impact of changing weather patterns (including both persistent effects such as droughts and the temporary effects of storms) on critical markets and manufacturing.
RESPONDING TO RISKS AND OPPORTUNITIES
We are taking action to address our climate change risks in line with the output from the scenario analysis, as well as benefiting from any opportunities these changes could present across our value chain. In 2018, we will launch the Sustainable Agriculture Code (SAC) 2017 which gives Unilever, our farmers and suppliers a set of rigorous standards to drive sustainability improvements across our supply chain. The revised SAC incorporates standards on Climate Smart Agriculture. Further risk assessment on individual crops and countries of origin will allow us to focus efforts on implementation of Climate Smart Agriculture. We are also committed to eliminating the deforestation associated with commodity supply chains, with a particular focus on sustainable palm oil production (see pages 13 and 15).
Our 2030 carbon positive target commits us to eliminating fossil fuels from our manufacturing operations by using only energy from renewable sources and supporting the generation of more renewable energy than we consume, making the surplus available to the communities in which we operate (see page 15). Since 2008, our factories have avoided costs of over 490 million through cumulative energy savings and in doing so minimising our exposure to future regulatory costs.
Climate change has the potential to impact our brands in different ways depending on the raw materials used in the production of our products and their end use. We are developing product innovations with less greenhouse gases across the value chain and less water in use (see pages 11, 13 and 14). Our categories response to climate change has been guided by a review of the areas where we can have the biggest impact on mitigating climate risk or benefiting from climate opportunity.
32 | Strategic Report | Annual Report on Form 20-F 2017 |
Our Personal Care category has identified several areas of focus to mitigate risks and benefit from opportunities. These include the development of compressed deodorants which use 50% less propellant gas and 25% less aluminium in their packaging than standard aerosol deodorants. The category is also investing in water smart product innovations such as dry shampoo and cleansing conditioner which help consumers use less hot water while also offering relevant benefits such as reduced colour loss and damage which can arise from frequent washing.
Home Care has focused its efforts in several areas. To mitigate risk, it has removed phosphates from all laundry powders worldwide, resulting in lower greenhouse gas emissions of up to 50% per consumer use. It is also combining insights in consumer behaviour and water consumption with innovative technology to develop new market opportunities, launching products and formulations that address water scarcity and help our consumers save water. Sunlight 2-in-1 Handwashing Laundry Powder, Rin (Radiant) detergent bar and Comfort One Rinse fabric conditioner are examples of successful innovations which are reducing water at point of use (see page 14).
Home Care is also home to three brands which are responding directly to issues related to climate change. Pureit and Qinyuan, our water purification businesses, are providing safe drinking water to millions of people with a lower carbon footprint than alternatives. Our detailed life cycle analysis shows that Pureits total carbon footprint is at least 80% lower than boiled or bottled water. Blueair, our indoor air purification business acquired in 2016, removes contaminants from the air, including hazardous sooty particles associated with the combustion of fossil fuels.
Our Foods category continues to develop its response to the growing trend, and business opportunity, for natural and plant-based food, thereby reducing emissions from livestock. We have a range of vegan and vegetarian products and actively endorse plant-based lifestyles via positive, proactive consumer communication campaigns. By the end of 2017, around 500 Unilever food products in Europe were endorsed by the European Vegetarian Union and our global brands Hellmanns, Flora (Becel) and Ben & Jerrys now offer vegan and vegetarian variants. The category is also encouraging more consumers and chefs to cook plant-based meals via our Knorr and Unilever Food Solutions recipe hubs.
In Refreshment, we have prioritised reducing greenhouse gas emissions from ice cream freezers since 2008 (see page 12). As the worlds largest producer of ice cream, we have committed to accelerating the roll-out of freezer cabinets that use more climate-friendly natural (hydrocarbon) refrigerants. By 2017 our total purchase of these cabinets had increased to around 2.6 million. We are working on further innovations to make more improvements in freezer energy efficiency, including investigating the use of renewable energy, such as solar, to power our cabinets.
Unilever supports a number of policy measures to accelerate the transition to a low-carbon economy, including the pricing of carbon and removal of fossil fuel subsidies which act as negative carbon prices. We believe that carbon pricing is a fundamental part of the global response to climate change and without it, the world is unlikely to meet its greenhouse gas reduction targets. We have publicly supported calls for carbon pricing and are members of The Carbon Pricing Leadership Coalition, hosted by the World Bank. In 2016, we implemented an internal price on carbon of 30 per tonne for significant capital expenditure projects as part of a clean-tech fund. So far, 63 million has been raised by this fund for energy and water saving projects. In January 2018 we increased the price of carbon to 40 per tonne.
MEASURING AND REPORTING
The USLP includes a number of stretching commitments which relate to climate risks and opportunities across our value chain. It includes a target to halve the greenhouse gas impact of our products across the lifecycle by 2030 and a commitment to become carbon positive in our operations by 2030. Our water targets include halving the water associated with the consumer use of our products by 2020 and reducing water abstracted at manufacturing sites. Performance against these targets can be found on page 7.
We have been measuring and reporting on our energy and water consumption and carbon emissions since 1995. Our website contains extensive reporting on our performance as well as more detailed commentary on our USLP targets as well as actions we are taking to achieve them.
For 2017, PwC assured our measurement of greenhouse gases across the value chain and water used by our consumers, as well as selected manufacturing environmental metrics including water abstraction per tonne of production, carbon emissions from energy use and energy use per tonne of production.
FURTHER CLIMATE CHANGE DISCLOSURES
This Annual Report and Accounts contains additional disclosures on our climate change risks and opportunities:
| Governance and remuneration: pages 43 and 47 to 76 |
| Strategy for climate change: pages 14 and 15 |
| Risk management: page 28 |
| Metrics and targets: pages 7, 13 and 14 |
Unilevers website also contains disclosures on our greenhouse gases and water USLP targets.
|
www.unilever.com/sustainable-living/our-sustainable-living-report-hub |
Annual Report on Form 20-F 2017 | Strategic Report | 33 |
UNILEVERS STRUCTURE
Since its formation in 1930, the Unilever Group has operated as nearly as practicable as a single economic entity. This is achieved by special provisions in the Articles of Association of NV and PLC, together with a series of agreements between NV and PLC which are together known as the Foundation Agreements (described below). These agreements enable Unilever to achieve unity of management, operations, shareholders rights, purpose and mission and can be found on our website.
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 and also regulates the mutual rights of the shareholders of NV* and PLC. Under this agreement, NV and PLC must adopt the same financial periods and accounting policies.
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. This Deed also contains provisions for the allocation of assets within the Unilever Group.
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 and the others subsidiaries. These arrangements are used, as a matter of financial policy, for certain significant borrowings. They enable lenders to rely on our combined financial strength.
Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share. However, NV and PLC remain separate legal entities with different shareholder constituencies and separate stock exchange listings. Shareholders cannot convert or exchange the shares of one for the shares of the other. More information on the exercise of voting rights can be found in NVs and PLCs Articles of Association and in the Notices of Meetings for our NV and PLC AGMs, all of which can be found on our website.
* | Throughout this report, when referring to NV shares or shareholders, the term shares or shareholder also encompasses a depositary receipt or a holder of depositary receipts. |
www.unilever.com/investor-relations/agm-and-corporate-governance/legal-structure-and-foundation-agreements/ |
BOARDS
The Boards of NV and PLC have ultimate responsibility for the management, general affairs, direction, performance and long-term success of our business as a whole. The Boards are one-tier boards, the same people are on both Boards and the responsibility of the Directors is collective, taking into account their respective roles as Executive Directors and Non-Executive Directors. The majority of the Directors are Non-Executive Directors who essentially have a supervisory role. Unilever has two Executive Directors, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO).
A list of our current Directors, their roles on the Boards, their dates of appointment, tenure and their other major appointments is set out on page 3.
The Boards have delegated the operational running of the Unilever Group to the CEO with the exception of the following matters which are reserved for the Boards: structural and constitutional matters, corporate governance, approval of dividends, approval of overall strategy for the Unilever Group, approval of significant transactions or arrangements in relation to mergers, acquisitions, joint ventures and pensions. The CEO is responsible to the Boards in relation to the operational running of the Group and other powers delegated to him by the Boards. The CEO can delegate any of his powers and discretions, and he does so delegate to members of the Unilever Leadership Executive (ULE) (with power to sub-delegate). The ULE is composed of the CEO, CFO and other senior executives who assist the CEO in the discharge of the powers delegated to the CEO by the Boards. Members of the ULE report to the CEO, and the CEO supervises and determines the roles, activities and responsibilities of the ULE. Whilst ULE members (other than the CEO and the CFO) are not part of the Boards decision-making process, to provide the Boards with deeper insights, ULE members often attend those parts of the Board meetings which relate to the operational running of the Group. The ULE currently consists of the CFO, the Category Presidents, the Presidents for Europe and North America, and the Chief Category Research and Development Officer, Chief HR Officer, Chief Legal Officer and Group Secretary, Chief Marketing and Communications Officer and Chief Supply Chain Officer.
The biographies of ULE members are on page 5.
BOARD COMMITTEES
The Boards have established four Board Committees: the Audit Committee, the Compensation Committee, the Corporate Responsibility Committee and the Nominating and Corporate Governance Committee. The terms of reference of these Committees can be found on our website and the reports of each Committee, including attendance at meetings in 2017, can be found on pages 41 to 76.
www.unilever.com/investor-relations/agm-and-corporate-governance/board-and-management-committees/ |
THE GOVERNANCE OF UNILEVER
Further details of the roles and responsibilities of the Chairman, Vice-Chairman, CEO and other corporate officers and how our Boards effectively operate as one board, govern themselves and delegate their authorities are set out in the document entitled The Governance of Unilever, which can be found on our website.
The Governance of Unilever also describes the Foundation Agreements, Directors appointment, tenure, induction and training, Directors ability to seek independent advice at Unilevers expense and details about Board and Management Committees (including the Disclosure Committee).
www.unilever.com/investor-relations/agm-and-corporate-governance/our-corporate-governance/ |
34 | Governance Report | Annual Report on Form 20-F 2017 |
BOARD EFFECTIVENESS
BOARD MEETINGS
A minimum of five face-to-face meetings are planned throughout the calendar year to consider important corporate events and actions, for example, the half-year and full-year results announcements of the Unilever Group; the development of and approval of the overall strategy of the Unilever Group; oversight of the performance of the business; review of risks and internal risk management and control systems; authorisation of major transactions; declaration of dividends; convening of shareholders meetings; succession planning; review of the functioning of the Boards and their Committees; and review of corporate responsibility and sustainability, in particular the Unilever Sustainable Living Plan. Other ad hoc Board meetings are convened to discuss strategic, transactional and governance matters that arise. In 2017 the Boards met physically in January, February, April, July, October and November. Meetings of the Boards may be held either in London or in Rotterdam or such other locations as the Boards think fit, with one or two off-site Board meetings a year. The Chairman sets the Boards agenda, ensures the Directors receive accurate, timely and clear information, and promotes effective relationships and open communication between the Executive and Non-Executive Directors.
ATTENDANCE
The table showing the attendance of current Directors at Board meetings in 2017 can be found on page 3. If Directors are unable to attend a Board meeting they have the opportunity beforehand to discuss any agenda items with the Chairman. Louise Fresco attended five of the Board meetings she was eligible to attend before retiring from the Boards on 27 April 2017.
NON-EXECUTIVE DIRECTOR MEETINGS
The Non-Executive Directors meet as a group, without the Executive Directors present, usually four or five times a year to consider relevant items as agreed by them. In 2017 they met six times. The Chairman, or in his absence the Vice-Chairman/Senior Independent Director, chairs such meetings.
BOARD EVALUATION
Each year the Boards formally assess their own performance with the aim of helping to improve the effectiveness of both the Boards and the Committees. At least once every three years an independent third party facilitates the evaluation. In April 2017 JCA Group Limited (JCA), an independent third-party consultant, facilitated an external Board evaluation. JCA has no other connection with the Unilever Group. No questionnaires were used in the evaluation this year given questionnaires were completed for the last Board evaluation in November 2016. The evaluation consisted of individual interviews with the Directors by JCA followed by Board discussions at both the April and July Board meetings on both the outcome of the evaluation and proposed actions to enhance the Boards effectiveness. The Chairmans Statement on page 2 describes the key actions agreed by the Boards following the evaluation exercise.
Committees of the Boards evaluate themselves annually under supervision of their respective Chairs taking into account the views of respective Committee members and the Boards. The key actions agreed by each Committee in the 2017 evaluations can be found in each Committee Report.
APPOINTMENT
In seeking to ensure that NV and PLC have the same Directors, the Articles of Association of NV and PLC contain provisions which are designed to ensure that both NV and PLC shareholders are presented with the same candidates for election as Directors. Anyone being elected as a Director of NV must also be elected as a Director of PLC and vice versa. Therefore, if an individual fails to be elected to both companies he or she will be unable to take his or her place on either Board.
The report of the Nominating and Corporate Governance Committee (NCGC) on pages 45 and 46 describes the work of the NCGC in Board appointments and recommendations for re-election. In addition, shareholders are able to nominate Directors. The procedure for shareholders to nominate Directors is contained within the document entitled Appointment procedure for NV and PLC Directors which is available on our website. To do so they must put a resolution to both the NV and PLC AGMs in line with local requirements. Directors are appointed by shareholders by a simple majority vote at each AGM.
www.unilever.com/investor-relations/agm-and-corporate-governance/board-and-management-committees/ |
DIRECTOR INDUCTION AND TRAINING
All new Directors participate in a comprehensive induction programme when they join the Boards. The Chairman ensures that ongoing training is provided for Directors by way of site visits, presentations and circulated updates at (and between) Board and Board Committee meetings on, among other things, Unilevers business, environmental, social, corporate governance, regulatory developments and investor relations matters. For example, in 2017 the Directors received presentations on Corporate Ventures, Marketing, Channel and Customer Development, the Supply Chain and R&D.
INDEPENDENCE AND CONFLICTS
As the Non-Executive Directors make up the Committees of the Boards, it is important that they can be considered to be independent. Each year the Boards conduct a thorough review of the Non-Executive Directors, and their related or connected persons, relevant relationships referencing the criteria set out in The Governance of Unilever which is derived from the relevant best practice guidelines in the Netherlands, UK and US. The Boards currently consider all our Non-Executive Directors to be independent of Unilever.
We attach special importance to avoiding conflicts of interest between NV and PLC and their respective Directors. The Boards ensure that there are effective procedures in place to avoid conflicts of interest by Board members. If an actual, apparent or potential conflict arises, the materiality of that conflict will be determined by the Group Secretary. If the conflict exceeds any materiality thresholds set from time to time, the Boards will be asked to consider the conflict and, if determined to be appropriate, authorisation of the conflict will be given by the Boards to the relevant Director. The authorisation includes conditions relating to keeping Unilever information confidential and to the Directors exclusion from receiving and discussing relevant information at Board meetings. Conflicts are reviewed annually by the Boards. In between those reviews Directors have a duty to inform the Boards of any relevant changes to their situation. A Director may not vote on, or be counted in a quorum in relation to, any resolution of the Boards in respect of any situation in which he or she has a conflict of interest. The procedures that Unilever has put in place to deal with conflicts of interest operate effectively.
Unilever recognises the benefit to the individual and the Unilever Group of senior executives acting as directors of other companies but, to ensure outside directorships of our Executive Directors do not involve an excessive commitment or conflict of interest, the number of outside directorships of listed companies is generally limited to one per Executive Director and approval is required from the Chairman.
INDEMNIFICATION
The terms of NV Directors indemnification are provided for in NVs Articles of Association. The power to indemnify PLC Directors is provided for in PLCs Articles of Association and deeds of indemnity have been agreed with all PLC Directors. Third party directors and officers liability insurance was in place for all Unilever Directors throughout 2017 and is currently in force.
In addition, PLC provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the Directors of three subsidiaries each of which acts as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place.
Annual Report on Form 20-F 2017 | Governance Report | 35 |
CORPORATE GOVERNANCE CONTINUED
OUR SHARES
NV SHARES
SHARE CAPITAL
NVs issued share capital on 31 December 2017 was made up of:
274,356,432 split into 1,714,727,700 ordinary shares of 0.16 each;
1,028,568 split into 2,400 special ordinary shares numbered 1 2,400 known as special ordinary shares; and
62,065,550 split into two classes (6% and 7%) of cumulative preference shares*.
* | These shares are included within liabilities (note 15C). |
LISTINGS
NV has listings of ordinary shares, 6% and 7% cumulative preference shares and depositary receipts for such ordinary shares and 7% cumulative preference shares on Euronext Amsterdam and a listing of New York Registry Shares* on the New York Stock Exchange.
* | One New York Registry Share represents one NV ordinary share with a nominal value of 0.16. |
VOTING RIGHTS
NV shareholders can cast one vote for each 0.16 nominal capital they hold and can vote in person or by proxy. The voting rights attached to NVs outstanding shares are split as follows:
Total number of votes |
% of issued capital | |||||||
1,714,727,700 ordinary shares |
1,714,727,700 | (a) | 81.30 | |||||
2,400 special shares |
6,428,550 | 0.30 | ||||||
123,382 6% cumulative preference shares |
330,485,595 | (b) | 15.67 | |||||
21,438 7% cumulative preference shares |
57,424,094 | (c) | 2.72 |
As at 31 December 2017:
(a) | 191,810,728 shares were held in treasury and 9,728,181 shares were held to satisfy obligations under share-based incentive schemes. |
(b) | 1 6% cumulative preference share was held in treasury. |
(c) | 1 7% cumulative preference share was held in treasury. |
The special shares and the shares under (a), (b) and (c) are not voted on.
SHARE ISSUES AND BUY BACKS
NV may issue shares not yet issued and grant rights to subscribe for shares only pursuant to a resolution of the General Meeting or of another corporate body designated for such purpose by a resolution of the General Meeting. At the NV AGM held on 26 April 2017 the Board of NV was designated as the corporate body authorised to resolve on the issue of, or on the granting of rights to subscribe for, shares not yet issued and to restrict or exclude the statutory pre-emption rights that accrue to shareholders upon issue of shares, on the understanding that this authority is limited to 10% of the issued share capital of NV, plus an additional 10% of the issued share capital of NV in connection with or on the occasion of mergers, acquisitions or strategic alliances.
These authorities expire on the earlier of the conclusion of the 2018 NV AGM or the close of business on 30 June 2018 (the last date by which NV must hold an AGM in 2018). Such authorities are renewed annually. However, it is intended to align the NV and PLC authorities as from the 2018 AGMs. At the 2018 NV AGM, NV will therefore seek shareholder authority to issue new ordinary shares up to 33% of NVs issued ordinary share capital and to disapply pre-emption rights up to 5% of NVs issued share capital and an additional 5% authority only in connection with an acquisition or specified capital investment.
During 2017 companies within the Unilever Group purchased 2,260,000 NV ordinary shares, representing 0.13% of the issued ordinary share capital, for 111,205,702.6 and 493,000 NV New York Registry Shares, representing 0.03% of the issued ordinary share capital,
for $26,420,256. These purchases were made to facilitate grants made in connection with Unilevers employee compensation programmes.
In addition, NV conducted a share buy-back programme during 2017 with an aggregate market value of approximately 2.5 billion bought back in the form of 50,250,099 NV ordinary shares (or depositary receipts in respect of such ordinary shares).
By means of a public offer, Unilever Corporate Holdings Nederland B.V. (UCHN), an indirect wholly owned subsidiary of PLC, acquired approximately 99% of all outstanding 6% cumulative preference shares and 7% cumulative preference shares during 2017. This represents an important step in simplifying the capital structure. The offer valued all of the issued 6% and 7% cumulative preference shares that were not held in treasury by NV at 448 million.
Since the public offer was declared unconditional, a number of private agreements have been completed regarding the sale and transfer of the 6% and 7% cumulative preference shares to UCHN at a price equal to the public offer price. UCHN has also initiated statutory buy-out proceedings to acquire the remaining issued 6% and 7% cumulative preference shares. In addition, in an announcement on 28 November 2017, Unilever stated the Boards intention to terminate the 6% and 7% cumulative preference shares upon any unification.
Further information on these purchases can be found in note 4C to the consolidated accounts on pages 103 and 104.
NV SPECIAL ORDINARY SHARES
To ensure unity of management, the provisions within the NV Articles of Association containing the rules for appointing NV Directors cannot be changed without the permission of the holders of the special ordinary shares numbered 1 2,400 inclusive. These NV special ordinary shares may only be transferred to one or more other holders of such shares. The joint holders of these shares are N.V. Elma and United Holdings Limited, which are subsidiaries of NV and PLC respectively. The Boards of N.V. Elma and United Holdings Limited comprise three Directors of the Unilever Boards.
TRUST OFFICE
The Foundation Unilever N.V. Trust Office (Stichting Administratiekantoor Unilever N.V.) is a trust office with a board independent of Unilever. As part of its corporate objects, the Trust Office issues depositary receipts in exchange for the NV ordinary shares and NV 7% cumulative preference shares. These depositary receipts are listed on Euronext Amsterdam, as are the NV ordinary and 7% cumulative preference shares themselves.
Holders of depositary receipts can under all circumstances exchange their depositary receipts for the underlying shares (and vice versa) and are entitled to dividends and all economic benefits on the underlying shares held by the Trust Office. There are no limitations on the holders voting rights, they can attend all General Meetings of NV, either personally or by proxy, and have the right to speak. The Trust Office only votes shares that are not represented at a General Meeting. The Trust Office votes in such a way as it deems to be in the long-term interests of the holders of the depositary receipts. This voting policy is laid down in the Conditions of Administration that apply to the depositary receipts.
The Trust Offices shareholding fluctuates daily. Its holdings on 31 December 2017 were 1,320,059,035 NV ordinary shares (76.98%) and 116 NV 7% cumulative preference shares (0.54%). At the 2017 NV AGM, the Trust Office represented 32.9% of all votes present at the meeting.
The current members of the board at the Trust Office are Mr J H Schraven (Chairman), Mr P M L Frentrop, Mr A Nühn and Ms C M S Smits-Nusteling. The Trust Office reports periodically on its activities. Further information on the Trust Office, including its Articles of Association, Conditions of Administration and Voting Policy, can be found on its website.
Unilever considers the arrangements of the Trust Office to be appropriate and in the interests of NV and its shareholders given the size of the voting rights attached to the financing preference shares and the relatively low attendance of holders of ordinary shares at the General Meetings of NV.
www.administratiekantoor-unilever.nl/eng/home |
36 | Governance Report | Annual Report on Form 20-F 2017 |
PLC SHARES
SHARE CAPITAL
PLCs issued share capital on 31 December 2017 was made up of:
| £40,760,420 split into 1,310,156,361 ordinary shares of 3 1 ⁄ 9 p each; and |
| £100,000 of deferred stock of £1 each. |
LISTINGS
PLC has shares listed on the London Stock Exchange and, as American Depositary Receipts*, on the New York Stock Exchange.
* | One American Depository Receipt represents one PLC ordinary share with a nominal value of 3 1 ⁄ 9 p. |
VOTING RIGHTS
PLC shareholders can cast one vote for each 3 1 ⁄ 9 p nominal capital they hold, and can vote in person or by proxy. This means that shareholders can cast one vote for each PLC ordinary share or PLC American Depositary Receipt of Shares. Therefore, the total number of voting rights attached to PLCs outstanding shares is as follows:
Total number of votes |
% of issued capital | |||||||
1,310,156,361 ordinary shares |
1,310,156,361 | (a) | 99.76 | |||||
£100,000 deferred stock |
3,214,285 | 0.24 |
As at 31 December 2017:
(a) | Of which 78,389,278 shares were held by PLC in treasury and 6,074,283 shares were held by NV group companies. These shares are not voted on. |
The PLC Board may, subject to the UK Companies Act 2006 and the passing of the appropriate resolutions at a General Meeting, issue shares within the limits prescribed within the resolutions. At the 2017 PLC AGM held on 27 April 2017 the PLC Directors were authorised to issue new shares, up to a maximum of £13,300,000 nominal value (which at the time represented approximately 33% of PLCs issued ordinary share capital) and to disapply pre-emption rights up to approximately 5% of PLCs issued ordinary share capital and an additional 5% authority only in connection with an acquisition or specified capital investment.
In addition, at PLCs 2017 AGM the PLC Board was authorised to make market purchases of its ordinary shares, up to a maximum of 128,345,000 shares representing just under 10% of PLCs issued ordinary share capital and within the limits prescribed in the resolution until the earlier of the conclusion of PLCs 2018 AGM and 30 June 2018. These authorities are renewed annually and authority will be sought at PLCs 2018 AGM.
During 2017 companies within the Unilever Group purchased 1,667,000 PLC ordinary shares, representing 0.13% of the issued share capital, for £68,225,066. These purchases were made to facilitate grants made in connection with its employee compensation programmes. Further information on these purchases can be found in note 4C to the consolidated accounts on pages 103 and 104. In addition, PLC conducted a share buy-back programme during 2017 with an aggregate market value of approximately £2.2 billion bought back in the form of 51,692,284 PLC ordinary shares.
PLC DEFERRED STOCK
The joint holders of the PLC deferred stock are N.V. Elma and United Holdings Limited, which are subsidiaries of NV and PLC respectively. The Boards of N.V. Elma and United Holdings Limited comprise three Directors of the Unilever Boards. The provisions within the PLC Articles of Association containing the rules for appointing PLC Directors cannot be changed without the permission of the holders of PLCs deferred stock.
OUR SHAREHOLDERS
SIGNIFICANT SHAREHOLDERS OF NV
As far as Unilever is aware, the only holders of more than 3% of, or 3% of voting rights attributable to, NVs share capital on (Disclosable Interests) 31 December 2017 (apart from the Foundation Unilever N.V. Trust Office, see page 36) are BlackRock, Inc. (BlackRock) and UCHN, see page 36, as indicated in the table below.
Shareholder | Class of shares |
Total number of
shares held |
% of relevant
class |
|||||||
BlackRock |
ordinary shares
|
66,947,018 | 3.90 | |||||||
UCHN |
6% cumulative preference shares
|
122,985 | 99.68 | |||||||
UCHN |
7% cumulative preference shares
|
21,320 | 99.44 |
As far as Unilever is aware, new Disclosable Interests have been notified to the AFM between 1 January 2018 and 21 February 2018 (the latest practicable date for inclusion in this report). Between 1 January 2015 and 21 February 2018, BlackRock, NN Group N.V. (NN) and ASR Nederland N.V. (ASR) have held more than 3% in the share capital of NV. During 2017 Unilever Corporate Holdings Nederland B.V. acquired from NN and ASR all of their 6% and 7% cumulative preference shares.
SIGNIFICANT SHAREHOLDERS OF PLC
As far as Unilever is aware, the only holders of more than 3% of, or 3% of voting rights attributable to, PLCs ordinary share capital on 31 December 2017 (apart from shares held in treasury by PLC, see page 37), are BlackRock and the Leverhulme Trust as indicated in the table below.
Shareholder | Class of shares |
Total number of shares held |
% of relevant
class |
|||||||
BlackRock |
ordinary shares |
84,013,193 | 6.8 | |||||||
The Leverhulme Trust |
ordinary shares |
68,531,182 | 5.6 |
No disclosable changes in interests in the share capital of PLC have been notified to PLC between 1 January 2018 and 21 February 2018 (the latest practicable date for inclusion in this report). Between 1 January 2015 and 21 February 2018, (i) BlackRock, and (ii) the aggregated holdings of the trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust, have held more than 3% of, or 3% of voting rights attributable to, PLCs ordinary shares.
SHAREHOLDER ENGAGEMENT
Unilever values open, constructive and effective communication with our shareholders. Our shareholders can raise issues directly with the Chairman and, if appropriate, the Vice-Chairman and Senior Independent Director. The CFO has lead responsibility for investor relations, with the active involvement of the CEO. They are supported by our Investor Relations department which organises presentations for analysts and investors. These and other materials (e.g. an Introduction to Unilever and AGM materials) are generally made available on our website.
Annual Report on Form 20-F 2017 | Governance Report | 37 |
CORPORATE GOVERNANCE CONTINUED
Principal shareholders: the Executive Directors investor relations programme continued in 2017 with meetings in eleven major cities in Europe, North America and Asia. In all, they met more than 100 investors during these roadshows. In addition, our Chairman met investors in Europe and North America. As part of the strategic review of options to accelerate sustainable value creation, we sought feedback from our Top 50 shareholders and other investors. The feedback was shared with, and discussed by, the Boards.
Quarterly announcements: briefings on quarterly results are given via teleconference and are accessible by telephone or via our website.
Annual investor seminar: this annual event was held at our Englewood Cliffs offices in the US in November. It focused on our Connected 4 Growth programme. The event was attended by the Chairman, CEO, CFO and other senior management. The slides shown and an audio recording of the presentations were made available and can be accessed on our website. This allows those investors not attending in person to access the information provided at the event.
Investor conferences: the Executive Directors and members of the Investor Relations team also meet a large number of investors at the industry conferences they attend. In 2017 the conferences that were attended by Unilever representatives included broker sponsored conferences in London, Paris, Stockholm, Boston, New York, Toronto and Singapore.
Feedback from shareholders: we maintain a frequent dialogue with our principal shareholders and regularly collect feedback. We use this feedback to help shape our investor programme and future shareholder communications. Private shareholders are encouraged to give feedback via shareholder.services@unilever.com. The Chairman, Executive Directors and Chairs of the Committees are also generally available to answer questions from the shareholders at the AGMs each year.
Board awareness: the Boards are briefed on investor reactions to the Unilever Groups quarterly results announcements and are briefed on any issues raised by shareholders that are relevant to their responsibilities.
www.unilever.com/investor-relations/ |
GENERAL MEETINGS
Both NV and PLC hold an AGM each year. At the AGMs the Chairman gives his thoughts on governance aspects of the preceding year and the CEO gives a detailed review of the performance of the Unilever Group over the last year. Shareholders are encouraged to attend the relevant meeting and to ask questions at or in advance of the meeting. Indeed, the question and answer session forms an important part of each meeting. The external auditors are welcomed to the AGMs and are entitled to address the meetings.
Provision 4.1.8 of the Corporate Governance Code in the Netherlands (Dutch Code) and Code Provision E.2.3 of the UK Corporate Governance Code (UK Code) require all Directors to attend both the NV and PLC AGMs. As questions asked at our AGMs tend to focus on business related matters, governance and the remit of our Board Committees, the Chairman, CEO, CFO and the Chairs of our four Committees of the Board attend both our AGMs and the remaining members of the Board attend at least one AGM.
The 2017 AGMs were held in Rotterdam and London in April and the topics raised by shareholders included: Acquisition policy, progress of the Unilever Sustainable Living Plan, the Baking, Cooking and Spreads business, tax transparency, the NV cumulative preference shares, remuneration policy, Brexit, innovation and risk assessment.
Shareholders of NV may propose resolutions if they individually or together hold at least 1% of NVs issued capital in the form of shares or depositary receipts issued for NV shares. Shareholders who together represent at least 10% of the issued capital of NV can, under certain circumstances, also requisition the District Court to allow them to convene an Extraordinary General Meeting to deal with specific resolutions.
Shareholders of PLC may propose resolutions if they individually or together hold shares representing at least 5% of the total voting rights of PLC, or 100 shareholders who hold on average £100 each in nominal value of PLC share capital can require PLC to propose a resolution at a General Meeting. PLC shareholders holding in aggregate 5% of the issued PLC ordinary shares are able to convene a General Meeting of PLC.
Information on the 2018 AGMs can be found within the NV and PLC AGM Notices which will be published in March 2018.
REQUIRED MAJORITIES
Resolutions are usually adopted at NV and PLC General Meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or NVs or PLCs Articles of Association. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association, the liquidation of NV or PLC and the alteration of the Equalisation Agreement.
A proposal to alter the Articles of Association of NV can only be made by the NV Board. A proposal to alter the Articles of Association of PLC can be made either by the PLC Board or by requisition of shareholders in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in PLCs Articles of Association, PLCs Articles of Association may be amended by a special resolution. Proposals to alter the provisions in the Articles of Association of NV and PLC respectively relating to the unity of management require the prior approval of meetings of the holders of the NV special ordinary shares and the PLC deferred stock. The Articles of Association of both NV and PLC can be found on our website.
www.unilever.com/investor-relations/agm-and-corporate-governance/legal-structure-and-foundation-agreements/ |
RIGHT TO HOLD SHARES
Unilevers constitutional documents place no limitations on the right to hold NV and PLC shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of NV and PLC imposed by Dutch or English law.
38 | Governance Report | Annual Report on Form 20-F 2017 |
CORPORATE GOVERNANCE COMPLIANCE
GENERAL
We conduct our operations in accordance with internationally accepted principles of good governance and best practice, whilst ensuring compliance with the corporate governance requirements applicable in the countries in which we operate. 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.
MATERIAL CONTRACTS
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 Unilever Group. Other than the Foundation Agreements referred to on page 34, we believe we do not have any such contracts or arrangements.
THE NETHERLANDS
During 2017, the new Dutch Code came into effect in the Netherlands. The Dutch Code is available on the Monitoring Committee Corporate Governance Codes website. NV complies with almost all the principles and best practice provisions of the Dutch Code, with the exception of Dutch Code Provision 4.1.8 as noted in the paragraphs on General Meetings within the Our Shareholders section above and the best practice provisions set out below.
Best Practice Provision 3.2.3
The Dutch Code provides that in case of dismissal, the remuneration of an Executive Director should not exceed one years salary.
It is our policy to set the level of severance payments for Executive Directors at no more than one years salary, unless the Boards, on the recommendation of the Compensation Committee, find this manifestly unreasonable given circumstances or unless otherwise dictated by applicable law.
Best Practice Provision 4.3.4
The Dutch Code provides that the voting rights attached to financing preference shares should be based on the fair value of the capital contribution.
The voting rights of the 6% and 7% cumulative preference shares issued by NV between 1927 and 1964 are based on their nominal value, as prescribed by Dutch law. NV agrees with the principle in the Dutch Code that the voting rights should be based on a fair value of the capital contribution. As mentioned in the Our Shares section above, Unilever has announced the Boards intention to terminate the 6% and 7% cumulative preference shares upon any unification.
Corporate Governance Statements:
In addition to an explanation of non-compliance to the Dutch Code, as set out above, the Dutch Code also requires the Board to confirm, and the Board hereby confirms that:
| this Annual Report and Accounts provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems; |
| the systems mentioned above provide reasonable assurance that the financial reporting does not contain any material inaccuracies; |
| based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and |
| this Annual Report and Accounts states those material risks and uncertainties that are relevant to the expectation of NVs continuity for the period of twelve months after the preparation of this Annual Report and Accounts. |
The statements in this paragraph are not statements in accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002.
Furthermore, NV is required to make a statement concerning corporate governance as referred to in article 2a of the decree on the content of the management report (Besluit inhoud bestuursverslag) (the Decree).
The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree can be found on our website.
www.commissiecorporategovernance.nl |
www.unilever.com/corporategovernance |
THE UNITED KINGDOM
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 UK Code, which is available on the Financial Reporting Councils (FRC) website. In 2017 PLC complied with all UK Code provisions with the exception of UK Code Provision E.2.3 as noted in the General Meetings section above.
Risk Management and Control: Our approach to risk management and systems of internal control is in line with the recommendations in the FRCs revised guidance Risk management, internal control and related financial and business reporting (the Risk Guidance). It is Unilevers practice to review acquired companies governance procedures and to align them to the Unilever Groups governance procedures as soon as is practicable.
Greenhouse Gas (GHG) Emissions: In line with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended by the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 our greenhouse gas performance is set out below. We report our CO 2 emissions with reference to the latest Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard (GHG Protocol) to calculate emissions of carbon dioxide from the combustion of fuels (Scope 1) and from purchased electricity, heat, steam and cooling (Scope 2, market-based method). From 2017, we are extending our reporting of emissions from manufacturing facilities to also include research laboratories, marketing/sales offices and distribution centres because the additional data is now collected for reporting of our carbon positive emissions reduction programme.
Carbon emission factors are used to convert energy used in our operations to emissions of CO 2 . Carbon emission factors for fuels are provided by the Intergovernmental Panel on Climate Change (IPCC).
Carbon emission factors for grid electricity calculated according to the market-based method are supplier-specific emissions factors reflecting contractual arrangements with electricity suppliers. Where supplier-specific emissions factors are not available, carbon emissions factors reflect the country where each operation is located and are provided by the International Energy Agency (IEA). For manufacturing we have selected an intensity ratio based on production; this aligns with our long-standing reporting of manufacturing performance.
The GHG data relates to emissions during the 12-month period from 1 October 2016 to 30 September 2017. This period is different from that for which the remainder of the Directors Report is prepared (which is the calendar year 2017).
EMISSIONS OF CO 2 FROM MANUFACTURING, 1 OCTOBER 2016 TO 30 SEPTEMBER 2017
(1 OCTOBER 2015 TO 30 SEPTEMBER 2016) |
||
Scope 1 | 773,856 tonnes CO 2 (840,633 tonnes CO 2 ) | |
Scope 2 | 793,472 tonnes CO 2 (864,936 tonnes CO 2 ) | |
(market-based method) | ||
Total Scope 1 & 2 |
1,567,328 tonnes CO
2
◇
(1,705,569
tonnes
CO 2 f ) |
|
Intensity ratio | 76.77 kg CO 2 per tonne of production ◇ | |
(83.52 kg CO 2 per tonne of production f )
|
◇ | PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of preparation see www.unilever.com/ara2017/downloads. |
f | PwC assured in 2016. For details and 2016 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive. |
Annual Report on Form 20-F 2017 | Governance Report | 39 |
CORPORATE GOVERNANCE CONTINUED
EMISSIONS OF CO 2 FROM DISTRIBUTION CENTRES, RESEARCH LABORATORIES, MARKETING AND SALES OFFICES, 1 OCTOBER 2016 TO 30 SEPTEMBER 2017 | ||
Scope 1 | 20,039 tonnes CO 2 | |
Scope 2 | 102,292 tonnes CO 2 | |
(market-based method) | ||
Total Scope 1 & 2
|
122,331 tonnes CO 2
|
Emissions from the combustion of biogenic fuels (biomass, fuel crops etc) within our operations are reported separately to other Scope 1 and 2 emissions, as recommended by the GHG Protocol, and excluded from our intensity ratio calculation. The data also excludes Scope 3 emissions (including consumer use of our products) which we report as part of our Unilever Sustainable Living Plan.
Employee Involvement and Communication: Unilevers UK companies maintain formal processes to inform, consult and involve employees and their representatives. A National Consultative Forum comprising employees and management representatives from key locations meets regularly to provide a forum for discussing issues relating to Unilever sites in the United Kingdom. We recognise collective bargaining on a number of sites and engage with employees via the Sourcing Unit Forum, which includes national officer representation from the three recognised trade unions. A European Works Council, embracing employee and management representatives from countries within Europe, has been in existence for several years and provides a forum for discussing issues that extend across national boundaries.
Equal Opportunities and Diversity: Consistent with our Code of Business Principles, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities. Every effort is made to retrain and support employees who become disabled while working within the Group.
www.frc.org.uk/ |
www.unilever.com/sustainable-living/values-and-values/ |
THE UNITED STATES
Both NV and PLC are listed on the New York Stock Exchange (NYSE). As such, both companies must comply with the requirements of US legislation, regulations enacted under US securities laws and the Listing Standards of the NYSE, that are applicable to foreign private issuers, copies of which are available on their websites.
We are substantially compliant with the Listing Standards of the NYSE applicable to foreign private issuers except as set out below.
We are required to disclose any significant ways in which our corporate governance practices differ from those typically followed by US companies listed on the NYSE. Our corporate governance practices are primarily based on the requirements of the UK Listing Rules, the UK Code and the Dutch Code but substantially conform to those required of US companies listed on the NYSE. The only significant way in which our corporate governance practices differ from those followed by domestic companies under Section 303A Corporate
Governance Standards of the NYSE is that the NYSE rules require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with certain limited exemptions. The UK Listing Rules require shareholder approval of equity-compensation plans only if new or treasury shares are issued for the purpose of satisfying obligations under the plan or if the plan is a long-term incentive plan in which a director may participate. Amendments to plans approved by shareholders generally only require approval if they are to the advantage of the plan participants. Furthermore, Dutch law and NVs Articles of Association require shareholder approval of equity-compensation plans only if the Executive Directors are able to participate in such plans. Under Dutch law, shareholder approval is not required for material revisions to equity-compensation plans unless the Executive Directors participate in a plan and the plan does not contain its own procedure for revisions.
Attention is drawn to the Report of the Audit Committee on pages 41 and 42. In addition, further details about our corporate governance are provided in the document entitled The Governance of Unilever which can be found on our website.
www.nyse.com/index |
www.sec.gov |
All senior executives and senior financial officers have declared their understanding of and compliance with Unilevers Code of Business Principles and the related Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 2017 to any of the persons falling within the scope of the SEC requirements. The Code of Business Principles and related Code Policies are published on our website.
Risk Management and Control: Following a review by the Disclosure Committee, Audit Committee and Boards, the CEO and the CFO concluded that the design and operation of the Unilever Groups disclosure controls and procedures, including those defined in the United States Securities Exchange Act of 1934 Rule 13a 15(e), as at 31 December 2017 were effective, and that subsequently until 23 February 2018 (the date of the approval of this Annual Report and Accounts (and the Additional Information for US Listing Purposes) by the Boards there have been no significant changes in the Unilever Groups internal controls, or in other factors that could significantly affect those controls.
Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This requirement is reported on within the section entitled Managements Report on Internal Control over Financial Reporting on page 168.
In February 2017, the Group received a public potential offer by The Kraft Heinz Company for $50 per share in respect of all of NV and PLC shares. Unilever rejected the proposal.
www.unilever.com/investor-relations/agm-and-corporate-governance/our-corporate-governance/ |
40 | Governance Report | Annual Report on Form 20-F 2017 |
HIGHLIGHTS OF 2017
|
Annual Report and Accounts Connected 4 Growth (C4G) programme Tax regulations, provisions and disclosure Information security, including Cyber, and IT resilience Supply Chain flexibility and continuity of supply Acquisition Review US tax reform
|
PRIORITIES FOR 2018
|
Tax Information Security Supply Chain flexibility and continuity of supply Accounting for significant Mergers and Acquisitions IFRS 16 Leases |
MEMBERSHIP OF THE COMMITTEE
The Audit Committee is comprised only of independent Non-Executive Directors with a minimum requirement of three such members. It is chaired by John Rishton. The composition of the Committee changed after the AGMs in April 2017 when Mary Ma retired from the Committee. The other members are Nils Andersen and Judith Hartmann. For the purposes of the US Sarbanes-Oxley Act of 2002 John Rishton is the Audit Committees financial expert. The Boards have satisfied themselves that the current members of the Audit Committee are competent in financial matters and have recent and relevant experience. Other attendees at Committee meetings (or part thereof) were the Chief Financial Officer, Chief Auditor, EVP Financial Control, Risk Management, Pensions & Sustainability, Chief Legal Officer and Group Secretary and the external auditors. Throughout the year the Committee members periodically met without others present and also held separate private sessions with the Chief Financial Officer, Chief Auditor and the external auditors, allowing the Committee to discuss any issues in more detail directly.
ROLE OF THE COMMITTEE
The role and responsibilities of the Audit Committee are set out in written terms of reference which are reviewed annually by the Committee taking into account relevant legislation and recommended good practice. The terms of reference are contained within The Governance of Unilever which is available on our website at www.unilever.com/corporategovernance. The Committees responsibilities include, but are not limited to, the following matters, and relevant issues are brought to the attention of the Boards:
| oversight of the integrity of Unilevers financial statements; |
| review of Unilevers quarterly and annual financial statements (including clarity and completeness of disclosure) and approval of the quarterly trading statements for quarter 1 and quarter 3; |
| oversight of risk management and internal control arrangements; |
| oversight of compliance with legal and regulatory requirements; |
| oversight of the external auditors performance, objectivity, qualifications and independence; the approval process of non-audit services; recommendation to the Boards of the nomination of the external auditors for shareholder approval; and approval of their fees, refer to note 26 on page 137; |
| the performance of the internal audit function; and |
| approval of the Unilever Leadership Executive (ULE) expense policy and the review of Executive Director expenses. |
In order to help the Committee meet its oversight responsibilities, each year management organise knowledge sessions for the Committee on subject areas within its remit. In 2017, a joint session was held with the Corporate Responsibility Committee on the Unilever Sustainable Living Plan (USLP), which included a briefing on the methodology, impact and performance of Unilevers Sustainable Living Brands. In addition, John Rishton visited both Brazil, where Indirect Taxation was reviewed in detail, and the UK and Ireland MCO where the progress of C4G, including within the Finance Function, and controls around promotional activity were discussed.
HOW THE COMMITTEE HAS DISCHARGED ITS RESPONSIBILITIES
During the year, the Committees principal activities were as follows:
FINANCIAL STATEMENTS
The Committee reviewed prior to publication the quarterly financial press releases together with the associated internal quarterly reports from the Chief Financial Officer and the Disclosure Committee and, with respect to the half-year and full-year results, the external auditors reports. It also reviewed this Annual Report and Accounts and the Annual Report on Form 20-F 2017. These reviews incorporated the accounting policies and significant judgements and estimates underpinning the financial statements as disclosed within note 1 on pages 90 to 93. Particular attention was paid to the following significant issues in relation to the financial statements:
| revenue recognition estimation of discounts, incentives on sales made during the year, refer to note 2 on pages 93 to 95; |
| direct tax provisions, refer to note 6 on pages 105 to 107; |
| indirect tax provisions and contingent liabilities, refer to note 19 on page 130; |
| accounting for the acquisition of Carver Korea measurement of assets and liabilities acquired at fair value, particularly intangible assets, refer to note 21 on pages 132 to 135; and |
| presentation of the Spreads business, refer to note 22 on page 136. |
The external auditors have agreed the list of significant issues discussed by the Audit Committee.
For each of the above areas the Committee considered the key facts and judgements outlined by management. Members of management attended the section of the meeting of the Committee where their item was discussed to answer any questions or challenges posed by the Committee. The issues were also discussed with the external auditors. The Committee was satisfied that there are relevant accounting policies in place in relation to these significant issues and management have correctly applied these policies.
At the request of the Boards the Committee undertook to:
| review the appropriateness of adopting the going concern basis of accounting in preparing the annual financial statements; and |
| assess whether the business was viable in accordance with the requirement of the UK Corporate Governance Code. The assessment included a review of the principal risks facing Unilever, their potential impact, how they were being managed, together with a discussion as to the appropriate period for the assessment. The Committee recommended to the Boards that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period (consistent with the period of the strategic plan) of the assessment. |
Annual Report on Form 20-F 2017 | Governance Report | 41 |
REPORT OF THE AUDIT COMMITTEE CONTINUED
At the request of the Boards the Committee also considered whether the Unilever Annual Report and Accounts 2017 was fair, balanced and understandable and whether it provided the necessary information for shareholders to assess the Groups position and performance, business model and strategy. The Committee was satisfied that, taken as a whole, the Unilever Annual Report and Accounts 2017 is fair, balanced and understandable.
RISK MANAGEMENT AND INTERNAL CONTROL ARRANGEMENTS
The Committee reviewed Unilevers overall approach to risk management and control, and its processes, outcomes and disclosure. It reviewed:
| the Controllers Quarterly Risk and Control Status Report, including Code of Business Principles cases relating to frauds and financial crimes and significant issues received through the Unilever Code Support Line; |
| the 2017 corporate risks for which the Audit Committee had oversight and the proposed 2018 corporate risks identified by the ULE; |
| managements improvements to reporting and internal financial control arrangements, through further automation and centralisation; |
| processes related to information security, including cyber security; |
| tax planning, and related risk management; |
| treasury policies, including debt issuance and hedging; and |
| litigation and regulatory investigations. |
The Committee reviewed the application of the requirements under Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting. In addition, the Committee reviewed the annual financial plan and Unilevers dividend policy and dividend proposals.
During 2017 the Committee continued its oversight of the independent assurance work that is performed on a number of our USLP metrics (selected on the basis of their materiality to the USLP).
In fulfilling its oversight responsibilities in relation to risk management, internal control and the financial statements, the Committee met regularly with senior members of management and is satisfied with the key judgements taken.
INTERNAL AUDIT FUNCTION
The Committee reviewed Corporate Audits audit plan for the year and agreed its budget and resource requirements. It reviewed interim and year-end summary reports and managements response. The Committee engaged an independent third party to perform an effectiveness review of the function. The review concluded that the function is compliant with the IIA (Chartered Institute of Internal Auditors) Standards in all material aspects. The Committee also carried out an evaluation of the performance of the internal audit function and was satisfied with the effectiveness of the function. The Committee met independently with the Chief Auditor during the year and discussed the results of the audits performed during the year.
AUDIT OF THE ANNUAL ACCOUNTS
KPMG, Unilevers external auditors and independent registered public accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included audit and accounting matters, governance and control, and accounting developments.
The Committee held independent meetings with the external auditors during the year and reviewed, agreed, discussed and challenged their audit plan, including their assessment of the financial reporting risk profile of the Group. The Committee discussed the views and conclusions of KPMG regarding managements treatment of significant transactions and areas of judgement during the year. The Committee considered these views and comments and is satisfied with the treatment in the financial statements.
EXTERNAL AUDITORS
KPMG have been the Groups auditors since 2014 and shareholders approved their re-appointment as the Groups external auditors at the 2017 AGMs. On the recommendation of the Committee, the Directors will be proposing the re-appointment of KPMG at the AGMs in May 2018.
Both Unilever and KPMG have safeguards in place to avoid the possibility that the external auditors objectivity and independence could be compromised, such as audit partner rotation and the restriction on non-audit services that the external auditors can perform as described below. The Committee reviewed the report from KPMG on the actions they take to comply with the professional and regulatory requirements and best practice designed to ensure their independence from Unilever.
Each year, the Committee assesses the effectiveness of the external audit process which includes discussing feedback from the members of the Committee and stakeholders at all levels across Unilever. Interviews are also held with key senior management within both Unilever and KPMG.
The Committee also reviewed the statutory audit, audit related and non-audit related services provided by KPMG and compliance with Unilevers documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used:
| statutory audit services, including audit of subsidiaries; |
| audit related engagements services that involve attestation, assurance or certification of factual information that may be required by external parties; |
| non-audit related services work that our external auditors are best placed to undertake, which may include: |
| audit and assurance certificates / statements |
| bond issue comfort letters |
| internal control reviews. |
Unilever has for many years maintained a policy which prescribes in detail the types of engagements for which the external auditors can be used and prohibits several types of engagements, including:
| bookkeeping or similar services; |
| design and/or implementation of systems or processes related to financial information or risk management; |
| valuation, actuarial and legal services; |
| internal audit; |
| broker, dealer, investment adviser or investment bank services; |
| transfer pricing advisory services |
| staff secondments of any kind; |
| Payroll tax; |
| Customs duties; and |
| Tax services (except in exceptional and rare circumstances such as where they are the only firm able to provide the service). |
All audit related engagements over 250,000 and non-audit related engagements over 100,000 required specific advance approval by the Audit Committee Chairman. The Committee further approved all engagements below these levels which have been authorised by the EVP Financial Control, Risk Management, Pension & Sustainability. These authorities are reviewed regularly and, where necessary, updated in the light of internal developments, external developments and best practice.
The Committee confirms that the Group is in compliance with The Statutory Audit Services for Large Companies Market Investigation (Mandatory use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. The last tender for the audit of the annual accounts was performed in 2013.
EVALUATION OF THE AUDIT COMMITTEE
As part of the internal Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. Whilst overall the Committee members concluded that the Committee is performing effectively, the Committee agreed that to further enhance its effectiveness it needed to ensure the Committee members continued to develop their knowledge of the Groups operations which would involve further knowledge sessions and site visits.
John Rishton
Chair of the Audit Committee
Nils Andersen
Judith Hartmann
42 | Governance Report | Annual Report on Form 20-F 2017 |
RESPONSIBILITY COMMITTEE
HIGHLIGHTS OF 2017
|
Compliance with Code of Business Principles Progress on the Unilever Sustainable Living Plan (USLP) - Climate strategy - Enhancing livelihoods Product quality and safety |
PRIORITIES FOR 2018
|
Competition and anti-bribery compliance Third-party compliance Product quality and safety Unilever Sustainable Living Plan (USLP) |
ROLE OF THE COMMITTEE
The Corporate Responsibility Committee oversees Unilevers conduct as a responsible global business. As the Unilever Sustainable Living Plan (USLP) is at the heart of Unilevers vision to grow its business whilst decoupling its environmental footprint from its growth and increasing its positive social impact, the Committee tracks the progress and potential risks associated with the USLP. The Committee is also charged with ensuring that Unilevers reputation is protected and enhanced. Therefore a central element of its role is the need to identify any external developments that are likely to have an influence upon Unilevers standing in society, and to ensure that appropriate and effective communications policies are in place to support the companys reputation.
Committee members report their findings to the Boards, thus ensuring that the Boards can fulfil their oversight responsibilities. The Committees discussions are informed by the experience of the senior leaders invited to the Committee to share their views on a variety of topics and external trends. Many of these leaders are members of the Unilever Sustainable Living Plan Steering Team, the group of senior executives accountable for driving sustainable growth through Unilevers brands and operations. These discussions ensure the Committee stays abreast of current and emerging trends and any potential risks arising from sustainability issues. In return, Committee members bring their own diverse perspectives to the table. This enables the Boards to draw on a well-rounded view of issues.
During 2017 the Committee reviewed its terms of reference and the Boards approved minor changes to the terms.
The Committees responsibilities are complemented by those of the Audit Committee, which is responsible for reviewing significant breaches of the Code of Business Principles as part of it remit to review risk management and for overseeing the independent assurance programme for the USLP.
The Committees terms of reference are set out www.unilever.com/corporategovernance and details of the USLP
Steering Team at www.unilever.com/sustainable-living/our-strategy/our-sustainability-governance/
MEMBERS OF THE COMMITTEE
The Corporate Responsibility Committee comprises three Non-Executive Directors: Strive Masiyiwa, Feike Sijbesma and Youngme Moon. Strive Masiyiwa succeeded Louise Fresco as chair of the Committee at the AGM in April 2017. Laura Cha retired from the Committee at the AGM.The Chief Marketing & Communications Officer and the Executive Vice President for Sustainable Business & Communications attend the Committees meetings. The Chief Business Integrity Officer also attends part of each meeting.
MEETINGS
Meetings are held quarterly and ad hoc as required four meetings were held in 2017. The Committee Chairman is responsible for reporting the findings from meeting to the Boards.
Following the Committees terms of reference, Unilevers principal risks and the priorities the Committee sets itself, the Committees agenda covers Unilevers Code of Business Principles (the Code), alongside litigation, occupational and product safety, the USLP and corporate reputation as well as a range of strategic and current issues.
To help the Committee meet its oversight responsibilities, each year management organise knowledge sessions for the Committee on subject areas within its remit. In 2017 a joint session was held with the Audit Committee to brief members on progress in developing Unilevers Sustainable Living brands. These are brands which combine a strong purpose delivering a social or environmental benefit with products contributing to at least one of the goals in the USLP.
CODE OF BUSINESS PRINCIPLES
The Code and associated Code Policies set out the standards of conduct expected of all Unilever employees in their business endeavours. Compliance with these is an essential element in ensuring Unilevers continued business success. The Chief Executive Officer is responsible for implementing these principles, supported by the Global Code and Policy Committee which is chaired by the Chief Legal Officer and Group Secretary.
The Committee is responsible for the oversight of the Code and Code Policies, ensuring that they remain fit for purpose and are appropriately applied. It maintains close scrutiny of the mechanisms for implementing the Code and Code Policies. This is vital as compliance is essential to promote and protect Unilevers values and standards, and hence the good reputation of the Group. At each meeting the Committee reviews an analysis of investigations into non-compliance with the Code and Code Policies and is alerted to any trends arising from these investigations.
PRINCIPLES AND STANDARDS FOR THIRD PARTIES
In 2017 the Committee placed special emphasis on third-party compliance and was briefed on how Unilevers programmes seek to ensure business integrity.
Extending Unilevers values to third parties remains a priority, not only to generate continued responsible growth and a positive social impact on the industry, but to counter the significant risk that non-compliance by third parties can pose, particularly in the context of increasing regulation around the world, as exemplified by the UKs Modern Slavery Act and initiatives seeking to fight corruption and other forms of economic crime. To this end, Unilever is working to harmonise its programmes across its value chain. Central to this is ensuring that these evaluate risks and provide the right measures to address the diversity of market conditions it operates in and the range of third parties it works with. Using external indices as well as internal expertise, Unilever is able to first target relationships presenting the highest risk for assessment.
The Committee monitors compliance with Unilevers Responsible Sourcing Policy (RSP) for suppliers and the roll-out of its Responsible Business Partner Policy (RBPP) for customers. Both policies share 12 fundamental principles. They form the basis of ongoing dialogue with suppliers and customers on the standards Unilever expects them to meet and will work with them to achieve.
Annual Report on Form 20-F 2017 | Governance Report | 43 |
REPORT OF THE CORPORATE
RESPONSIBILITY COMMITTEE CONTINUED
SAFETY
The Committee reviews quarterly scorecards of progress on occupational safety and product safety. These are complemented by regular in-depth discussions so that Committee members may reassure themselves that Unilevers systems and processes remain robust.
Unilevers focus on safety supports its growth ambition: sustainable growth is only achieved if Unilever also grows responsibly by providing safe, high quality products, and protecting employees and the people and communities in which it operates.
A priority for Unilever in 2017 was to ensure occupational safety is recognised as the personal and everyday responsibility of all those working at Unilever. A mandatory safety leadership programme supported this by building awareness of safety from the top down: designed to help managers demonstrate and embed best practice in every team, its aim is to ensure that everyone who works at Unilever gets home safely every day.
Process safety in factories is an equally important priority. Improved standards, enhanced qualifications for employees and a Safety to Win programme for partners all contributed to safer manufacturing sites in 2017. Unilevers approach, which is based on the identification of risk, resulted in a 46% reduction in process safety incidents versus 2016. And overall, these initiatives contributed to a lower Total Recordable Frequency Rate (TRFR) with accidents decreasing from 1.01 accidents per 1 million hours worked in 2016 to 0.89 in 2017 (measured 1 October 2016 to 30 September 2017).
On product safety, the Committee was briefed on the comprehensive processes Unilever has in place to ensure its products and services are safe for their intended use. Like occupational safety, the approach is based on risk identification and mitigation which covers all aspects of the value chain from development, sourcing, manufacture and transport to consumer use and disposal of the product. Unilevers approach is centred on the application of rigorous standards based on sound science and the principle of Safe by Design and Safe in Execution. It has a comprehensive programme in place to drive performance improvements at its own manufacturing sites, manufacturing partners and raw and material pack suppliers. The learnings from this programme are being embedded across Unilevers functions. The outcome represents a step change in performance with marketplace incidents reduced by 46% in 2017.
UNILEVER SUSTAINABLE LIVING PLAN (USLP)
Unilever is putting sustainable living at the heart of its brands to inspire consumers, grow sales and deliver on its purpose of making sustainable living commonplace. Consumers are becoming much more aware of the positive difference brands can make to social and environmental issues, and also the difference they themselves can make through their everyday shopping choices. The Committee was briefed on Unilevers extensive research to understand whether consumers views on sustainability translate to actual purchasing choices. The research* showed that sustainability is no longer a niche issue and that 54% of consumers want to buy more sustainably. More people are taking action to live more sustainably, and sustainability issues are relevant to consumers in both developed and emerging markets. Against this backdrop, Unilevers 18 Sustainable Living Brands grew 50% faster than the rest of the business and delivered more than 60% of the companys growth in 2016.
In 2017 the Committee scrutinised the delivery of the USLP goal to halve the GHG emissions of its products across the lifecycle by 2030 and the climate change strategy that drives action towards this goal. Committee members were briefed on the plans in place to grow the business while meeting the UNs goal of staying below a 2 degree Celsius rise in temperature. These plans encompass Unilevers own manufacturing, its suppliers and its objectives for brands and innovation. Taking action on climate change brings benefits such as lower operational costs and greater resilience in energy supply, as well as improving the security of supply of raw
materials and avoiding disruption from extreme weather events. By proactively cutting its greenhouse gas (GHG) footprint, Unilever also reduces exposure to environmental regulation and taxes.
The Committee also reviewed Unilevers plans for sustainable agricultural sourcing; its environmental compliance programme for factories; and progress on sustainable packaging as in January 2017 Unilever announced it would commit to 100% recyclable plastic packaging by 2025 and called on the FMCG industry to accelerate progress towards a more circular economy.
At the end of the year, the Committee reviewed Unilevers human rights ambitions, which are part of the Enhancing Livelihoods goal of the USLP. Unilever is working to embed human rights across its business and in tandem, is working with suppliers to ensure that the fundamental principles of its Responsible Sourcing Policy are met and that best practice is advanced. By addressing strategic human rights issues and helping the business tackle and prevent endemic abuses in global value chains, it is seeking to deliver a positive social impact alongside business growth. Unilevers second Human Rights Report was published in December 2017, setting out its progress and challenges in this complex area (available at www.unilever.com/sustainable-living/enhancing-livelihoods/fairness-in-the-workplace) .
* | Highlights of Unilevers consumer research are published in Making Purpose Pay at www.unilever.com/sustainable-living/our-strategy/embedding-sustainability |
MONITORING REPUTATION
A global business working in many countries experiences many issues that may impact the business. So it is crucial that the Committee has a sound understanding of how Unilevers reputation is viewed by others, and of the processes in place for managing any issues that may harm its good standing in society. To this end, the Committee studied the impact the USLP has had on Unilevers reputation, as reflected in the annual GlobeScan Sustainability Leaders Survey and elsewhere. It was also briefed on Unilevers well-established system for identifying and responding to short and longer-term issues. Enhancements made to this system include: a sharper focus on priority issues in market; issue-handling training for teams; and a more sophisticated approach to tracking issues across social media. It also studied the most significant issues managed through this system and the lessons learned from them.
LITIGATION REVIEW
The Chief Legal Officer and Group Secretary reports to the Committee on litigation and regulatory matters which may have a reputational impact including environmental issues, bribery and corruption compliance and competition law compliance. For further information please see notes 19 and 20 to the consolidated financial statements.
EVALUATION OF THE CORPORATE RESPONSIBILITY COMMITTEE
As part of the internal Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. Whilst overall the Committee members concluded that the Committee is performing effectively, the Committee has agreed to further enhance its effectiveness by reviewing how the USLP has been embedded into Unilever and how it should evolve.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Youngme Moon
Feike Sijbesma
Further details on the USLP will be set out in Unilevers online Sustainable Living Report 2017, to be published in April 2018.
www.unilever.com/sustainable-living
44 | Governance Report | Annual Report on Form 20-F 2017 |
CORPORATE GOVERNANCE COMMITTEE
HIGHLIGHTS OF 2017
|
Develop pipeline of potential (Non-Executive and Executive) Director candidates Capability Mapping Monitoring of Corporate Governance developments
|
PRIORITIES FOR 2018
|
Continued focus on development of a strong pipeline of potential Non-Executive and Executive Director candidates and managing succession Follow up on actions agreed from the 2017 external Board evaluation Continued focus on Board Diversity |
ROLE AND MEMBERSHIP OF THE COMMITTEE
The Nominating and Corporate Governance Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Boards and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments. It also has oversight of all matters relating to corporate governance and brings any issues in this respect to the attention of the Boards.
The Committees terms of reference are set out in The Governance of Unilever which can be found on our website at www.unilever.com/corporategovernance . During the year, the Committee reviewed its own terms of reference to determine whether its responsibilities are properly described. The amended terms became effective on 1 January 2018.
The Committee is comprised of two Non-Executive Directors and the Chairman. The Group Secretary acts as secretary to the Committee. Other attendees at Committee meetings in 2017 (or part thereof) were the Chief Executive Officer and the Chief HR Officer.
In 2017 the Committee met five times. At the start of the year the Committee considered the results of the Committees annual self-evaluation for 2016 and its priorities for the year and used these to help create an annual plan for meetings for 2017.
APPOINTMENT AND REAPPOINTMENT OF DIRECTORS
Reappointment: All Directors (unless they are retiring) are nominated by the Boards for re-election at the AGMs each year on the recommendation of the Committee who, in deciding whether to nominate a Director, takes into consideration the outcomes of the Chairmans discussions with each Director on individual performance, the evaluation of the Boards and its Committees and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years. The average tenure of the Non-Executive Directors who have retired from the Boards over the past ten years has been seven years. The schedule the Committee uses for orderly succession planning of Non-Executive Directors can be found on our website at unilever.com/committees. Louise Fresco did not put herself forward for re-election at the AGMs in April 2017. She had served eight years on the Boards. The Committee proposed the reappointment of all other Directors and the Directors were appointed by shareholders by a simple majority vote at the AGMs.
The Committee also recommends to the Boards candidates for election as Chairman and Vice-Chairman and Senior Independent Director. After being reappointed as Non-Executive Directors at the 2017 AGMs, Ann Fudge remained the Vice-Chairman and Senior Independent Director and John Rishton, Ann Fudge and Feike Sijbesma respectively remained Chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Strive Masiyiwa became Chair of the Corporate Responsibility Committee in April 2017.
Director Succession Planning and Appointment: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at Board level. In 2017 no new Non-Executive Directors were nominated by the Boards for appointment at the AGMs.
When recruiting, the Committee will take into account the profile of Unilevers Boards of Directors set out in The Governance of Unilever which is in line with the recommendations of applicable governance regulations and best practice. Pursuant to the profile the Boards should comprise a majority of Non-Executive Directors who are independent of Unilever, free from any conflicts of interest and able to allocate sufficient time to carry out their responsibilities effectively. With respect to composition and capabilities, the Boards should be in keeping with the size of Unilever, its strategy, portfolio, consumer base, culture, geographical spread and its status as a listed company and have sufficient understanding of the markets and business where Unilever is active in order to understand the key trends and developments relevant for Unilever. The objective pursued by the Boards is to have a variety of nationality, race, gender, ethnicity and relevant skills and expertise. It is important that the Boards have sufficient global experience and outlook, and financial literacy. As discussed later in this Report, Unilever currently has diverse Boards in terms of gender and nationality and, as can be seen from the subset of the mapping that this Committee has done of the current Non-Executive Directors skills and capabilities on page 3, composition and capabilities in line with our Board profile described above.
Unilever Leadership Executive (ULE) Succession Planning and Appointment: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at ULE level. In 2017 the Boards were consulted by the Chief Executive Officer upon the selection criteria and appointment procedures for senior management changes, including the changes to the ULE that took effect at the start of 2018.
Annual Report on Form 20-F 2017 | Governance Report | 45 |
REPORT OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE CONTINUED
DIVERSITY POLICY
Unilever has long understood the importance of diversity within our workforce because of the wide range of consumers we connect with globally. This goes right through our organisation, starting with the Boards. Unilevers Board Diversity Policy, which is reviewed by the Committee each year, is reflected on our website at www.unilever.com/boardsofunilever . The Boards feel that, whilst gender and ethnicity are an important part of diversity, Unilever Directors will continue to be selected on the basis of their wide-ranging experience, backgrounds, skills, knowledge and insight.
In 2017 the Committee also reviewed and considered relevant recommendations on diversity and remains pleased that over a third of our Non-Executive Directors are women and that there are eight nationalities represented on the Boards.
CORPORATE GOVERNANCE DEVELOPMENTS
The Committee reviews relevant proposed legislation and changes to relevant corporate governance codes at least twice a year. It carefully considers whether and how the proposed laws/rules would impact upon Unilever and whether Unilever should participate in consultations on the proposed changes. For example, during 2017, developments and learnings from the first year of the Market Abuse Regulation were discussed by the Committee and the new Dutch Corporate Governance Code and Boardroom diversity were considered by the Committee.
EVALUATION
As part of the Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own composition and performance in 2017. The Committee members concluded that the Committee is performing effectively.
Feike Sijbesma
Chair of the Nominating and Corporate
Governance Committee
Laura Cha
Marijn Dekkers
46 | Governance Report | Annual Report on Form 20-F 2017 |
DIRECTORS REMUNERATION REPORT
LETTER FROM THE CHAIR
DEAR SHAREHOLDERS,
I am pleased to present Unilevers 2017 Directors Remuneration Report. Outlined below is our performance and the decisions we have made on remuneration.
BUSINESS PERFORMANCE AND REMUNERATION OUTCOMES FOR 2017
ANNUAL BONUS: GOOD ALL-ROUND PERFORMANCE WITH ACCELERATED VALUE CREATION
Unilever has delivered a strong set of results in 2017 with competitive growth and substantially increased margin, earnings and cash-flow once more. Unilever is on track towards its 2020 goals of growing both top line ahead of markets and solid margin expansion. This reflects the strong focus on the core portfolio and profitability, accelerated portfolio transition with acquisitions and disposals, and a streamlined, more focused organization. These results demonstrate the proven multi-stakeholder model of long-term compounding growth and sustainable value creation. The Compensation Committee aligned earnings per share and operating margin measures within the annual bonus and long-term incentive plans with the change in reporting of performance measures as announced in July 2017. These measures are therefore assessed on an underlying basis (ie Underlying Earnings per Share (UEPS) and Underlying Operating Margin (UOM) within the relevant periods for 2015, 2016, and 2017 GSIP and MCIP awards); for further details, please see page 67 below. The Committee believes that on an underlying basis the stretch within the respective Earnings per Share and Operating Margin measures is as demanding or more than originally set.
Despite market conditions remaining challenging in 2017, underlying sales grew 3.1% (3.5% excluding Spreads) 1 , with growth in all our categories (except for Spreads, which we are in the process of divesting). Underlying operating margin improvement of +110 basis points reflects strong savings delivery, despite a volatile commodities market and significant currency headwinds. For the annual bonus calculations, free cash flow (FCF) is calculated on a constant basis at 6.1 billion (equivalent to the 6.0 billion at current rates). For incentive outcomes FCF is adjusted to exclude the one-off pension funding contribution of 0.6 billion. Nonetheless, even if this pension contribution had been included, the incentive outcome would have been the same, with performance above the top of the range. The cash outcome was fueled by the significant underlying operating margin improvement, drive for efficiency in capital expenditure and disciplined control of working capital.
1 | These amounts do not include any Q4 price growth in Venezuela; for further details see pages 23 and 24. |
HIGHLIGHTS OF 2017
|
Review and adaptation of Unilevers new Reward Framework for our Executive Directors, with an emphasis on alignment with strategy and long-term value creation, personal investment in Unilever shares, and simplified variable pay with safeguards to prevent high levels of pay not justified by performance. Constructive engagement with shareholders and shareholder representative bodies during the year in advance of the implementation of this new Reward Framework for our Executive Directors. Ongoing review of our Fair Compensation Framework, with a particular emphasis on gender pay gap analysis and related reporting requirements, to ensure that Unilever pays all our people fairly and with responsibility, respect and integrity. |
This resulted in a calculated pay-out for the 2017 bonus of 122%, which was endorsed by the Compensation Committee as representing a balanced assessment of the underlying performance of the business. Following application of personal performance multipliers and application of the maximum bonus limits under the Remuneration Policy, an annual bonus of 200% of salary was awarded for the CEO and an annual bonus of 150% of salary for the CFO.
GLOBAL SHARE INCENTIVE PLAN (GSIP) AND MANAGEMENT CO-INVESTMENT PLAN (MCIP): SUSTAINED PERFORMANCE DELIVERY
Over the past three years, Unilever has delivered consistent financial performance. During this period, underlying sales growth was 3.6% per annum, and margin improvement was an average of +63 basis points per year; Unilever also generated strong operating cash flow, with cumulative operating cash flow of 19.1 billion. Unilever finished 4th in the peer group for total shareholder return (TSR) over this three-year period. On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 2017 will vest at 148% of initial target award levels (ie 74% of maximum for GSIP, and 99% of maximum for MCIP (which is capped at 150% for the Executive Directors)).
NEW REWARD FRAMEWORK
As you know, last year the Compensation Committee undertook a comprehensive review of our Reward Framework across Unilever, consulting extensively with our shareholders. As described in the 2016 Directors Remuneration Report, the review resulted in a new Reward Framework, which was introduced this year below Board level to support Unilevers long-term business strategy. With strong shareholder approval, some features of the new Reward Framework were implemented for Executive Directors in 2017, with full implementation deferred to 2018. This phased approach has enabled us to assess the new Reward Framework in practice and further consider the feedback from investors during last years consultation.
The implementation of the new Reward Framework for the Top 500 executives below Board level has been completed successfully. In 2018 we will extend the Framework to encompass Unilevers top 3,000 managers. In the following paragraphs, we set out proposals to align the pay of our Executive Directors fully with the new Reward Framework in 2018.
GUIDING PRINCIPLES
Under the new Reward Framework, the Management Co-Investment Plan (MCIP) becomes the only long-term incentive. That means executives must continuously invest their annual bonus in Unilever shares through MCIP to maintain current levels of pay. This further strengthens long term executive commitment and continues to drive our executives to apply an owners mindset in everything they do.
Annual Report on Form 20-F 2017 | Governance Report | 47 |
DIRECTORS REMUNERATION REPORT CONTINUED
In applying this approach to Executive Directors, their pay is:
| Simple the compensation package comprises just three elements of fixed pay, annual bonus, and long-term incentive |
| Focused distinct measures drive short- and long-term incentives |
| Longer-term an extended performance horizon of five years |
| Driven by share ownership executives have to invest in Unilever shares to receive any long-term incentive, and must maintain a significant personal shareholding, including after leaving Unilever |
| Restrained to continue to receive the same amount of total pay as previously, Executive Directors must invest more in Unilever shares, and an additional test ensures that pay can only materially exceed the current maximum if truly justified by performance. |
The Committee has aimed to maintain comparable levels of pay for the same performance while simplifying reward, extending the performance horizon and requiring even higher levels of personal investment in Unilever shares. The section Implications of the new Reward Framework on pages 49 and 50 demonstrate how this has been achieved.
SUMMARY OF ELEMENTS
Element
|
Features
|
|
Fixed pay
|
Single consolidated fixed pay element, paid in cash
|
|
Annual bonus
|
Target 150% of Fixed Pay for CEO and 120% for CFO with multiplier of up to 1.5x at maximum based only on business performance (not personal performance)
|
|
MCIP |
CEO and CFO can invest up to 67% of their gross annual bonus into Unilever shares which are matched based on performance over four years, with no match shares at threshold, 1.5x matching shares at Target performance and 3x match at Maximum
|
|
Cap |
Any combined annual bonus and MCIP pay-out above 75% of the maximum is subject to a further test, which requires the Committee to review the quality and sustainability of performance, and allows them to reduce the award if appropriate. This means that total pay-for the CEO can only reach or exceed the previous maximum level for truly exceptional and sustainable performance.
|
|
Shareholding |
5x fixed pay for the CEO and 4x for the CFO to be built up within five years of appointment. 100% of the requirement continues for a year after leaving, and 50% for two years.
|
A more detailed description of the elements of the new Reward Framework and a comparison with the current package is provided on page 51.
CONVERSION TO DELIVERING PAY IN EUROS
Last year we explained to investors that we intend to convert the pay of Executive Directors to euros.
From 2018 Executive Directors pay will be denominated in euros (using the average exchange rate as per our 2016 Annual Report and Accounts: euro 1 = GBP 0.8152). This aligns the Executive Directors to the rest of the senior leadership Top 100 team whose pay is already denominated in euros. The illustrative values of the proposed Reward Framework are shown below in sterling for ease of comparison with the current arrangements.
DISCRETION
To ensure that the outcome of formulaic incentive plans fairly reflects the underlying performance of the business, the Committee already has the discretion to adjust the formulaic outcome of the annual bonus by up to plus or minus 25% to reflect its assessment of the underlying performance of the business. We now introduce the same for the new MCIP by up to plus or minus 10%. Any such adjustment would be explained in full in the Directors Remuneration Report (DRR) and cannot result in an outcome greater than the plan maximum.
Summary of the Committees track record of discretion for annual bonus over the
last five years
|
||||||
Year |
Formula Outcome
|
Actual Decision
|
Adjustment based on Quality of Results
|
|||
2012 | 183 | 140 | Reduction of 43 points | |||
2013 | 103 | 95 | Reduction of 8 points | |||
2014 | 68 | 80 | Increase of 12 points | |||
2015 | 118 | 110 | Reduction of 8 points | |||
2016 | 121 | 110 | Reduction of 11 points |
In addition, any combined pay-out from annual bonus and MCIP above 75% of the maximum opportunity will be subject to a further sustainability test by the Committee, described on page 50.
TRANSITION TO THE NEW REWARD FRAMEWORK
Subject to shareholder approval of our new Remuneration Policy at the 2018 AGMs, we will transition to the new Reward Framework for Executive Directors through the following steps:
| final GSIP grant in February 2018 to maintain total value of remuneration during transition, after which GSIP awards will be discontinued; |
| moving to the revised level of Fixed Pay with effect from May 2018, following the 2018 AGMs; |
| investment of up to 67% of 2017 annual bonus (based on the previous lower bonus opportunity) in the four-year MCIP in May 2018 following the AGMs, and vesting in February 2022 on the new 1 for 1.5 matching basis at target; and |
| 2018 annual bonus awarded under the new Remuneration Policy and invested into the MCIP in 2019, vesting in 2023, subject to an additional one-year retention period before vested shares can be sold. |
These proposals, and their implications in terms of pay outcomes for Executive Directors, are set out in more detail on pages 49 to 52 below, and in the Annual Remuneration Report on pages 63 and 64.
FRAMEWORK FOR FAIR COMPENSATION
The Committee is aware of and takes into consideration reward conditions elsewhere in the Group. We are also aware of the developing regulatory environment on executive pay in the UK, Europe and the US, and will continue to monitor this over the coming year so that we can respond to new requirements and best practice. We have already taken a leading position in this area, with Board oversight of wider pay and conditions being reflected through the ULSP. We are proud of the Framework for Fair Compensation introduced by Unilever in December 2015 as part of ULSP:
|
www.unilever.com/sustainable-living/the-sustainable-living-plan/enhancing-livelihoods/fairness-in-the-workplace/fair-compensation/ |
Through this framework, Unilever has announced the target to achieve living wage compliance for all our employees globally by 2020. In line with the new Dutch Corporate Governance Code we are disclosing pay ratios for both our Executive Directors relative to the UK and Dutch management populations.
Following extensive discussions with key shareholders and shareholder representative bodies, the Committee recommends these proposed changes for your approval at the 2018 AGMs.
Ann Fudge
Chair of the Compensation Committee
48 | Governance Report | Annual Report on Form 20-F 2017 |
IMPLICATIONS OF THE NEW REWARD FRAMEWORK
The Committee has aimed to maintain comparable levels of pay for the same performance while simplifying reward, extending the performance horizon and requiring even higher levels of personal investment in Unilever shares. Unilevers Executive Directors will:
1. | earn annual bonus in line with Unilevers short-term performance; |
2. | invest up to 67% of their gross annual bonus in Unilever shares, which they need to hold for at least four years; |
3. | earn MCIP Match shares in line with Unilevers long-term performance over the four years following the annual bonus year; |
4. | hold vested MCIP Match shares (after tax) for a further one-year retention period to ensure a five-year duration from grant; and |
5. | maintain a substantial personal shareholding throughout, and for two years beyond, their employment. |
This sequence creates an incentive plan with performance measured over five years with distinct short- and long-term targets.
PROPOSED TARGET TOTAL PAY IS CLOSELY ALIGNED TO CURRENT LEVELS BUT ONLY IF THERE IS FAR HIGHER INVESTMENT IN SHARES THROUGH MCIP
Our Executive Directors will need to invest significantly more in Unilever shares through MCIP to keep their total target pay at current levels. Personal investments in the table below are calculated at 60% of gross annual bonus (the current maximum) and are made after tax has been paid, and so likely represent amounts that exceed their after-tax annual bonus. At this far higher level of personal investment, proposed total target pay is 4% higher for the CEO and 2% higher for the CFO. Effectively, to maintain total target pay at current levels, Executive Directors must invest their entire annual bonus in shares held for four years.
£ Current |
£ Proposed |
%
|
||||||||||
CEO |
||||||||||||
Personal Investment into MCIP |
727,200 | 1,301,381 | 79% | |||||||||
Total Target Pay at 60% of gross annual bonus invested in Unilever shares through MCIP | 5,336,323 | 5,567,020 | 4% | |||||||||
CFO |
||||||||||||
Personal Investment into MCIP |
393,750 | 647,325 | 64% | |||||||||
Total Target Pay at 60% of bonus invested in through MCIP
|
2,890,625 | 2,948,925 | 2% |
Modelling based on historic outcomes for annual bonus and MCIP likewise showed almost identical levels of pay-out on average.
We propose to increase the maximum that Executive Directors can invest in Unilever shares through MCIP from 60% to 67% (two-thirds) of gross annual bonus. This effectively encourages Executive Directors to nearly double their (after-tax) personal investment in Unilever shares. If they invest at the new maximum and achieve demanding short- and long-term performance targets, their total target pay increases; by 8% for the CEO and by 6% for the CFO.
FIXED PAY IS SIMPLIFIED
Fixed Pay under the new Reward Framework consolidates salary, fixed allowance and supplemental pension into one element and incorporates a 5% increase for both CEO (who last received a salary adjustment in 2013) and CFO (who received a 5% salary adjustment in 2017). The proposed fixed pay increase for the CEO is below the average cumulative increase for the workforce over the five years since his salary was last increased. The CFO was promoted into his current role (18 months) ago on a salary below market median, and the proposed increase reflects a progressive move towards market competitive levels as he becomes established in role.
£ Current |
£ Proposed |
%
change |
||||||||||
CEO |
||||||||||||
Salary |
1,010,000 | 1,445,979 | ||||||||||
Fixed Allowance |
250,000 | |||||||||||
Supplemental Pension |
117,123 | |||||||||||
Total Fixed Pay |
1,377,123 | 1,445,979 | 5% | |||||||||
CFO |
||||||||||||
Salary |
656,250 | 899,063 | ||||||||||
Fixed Allowance |
200,000 | |||||||||||
Supplemental Pension |
||||||||||||
Total Fixed Pay |
856,250 | 899,063 | 5% |
VARIABLE PAY IS SIMPLIFIED
We simplify Variable Pay by discontinuing GSIP, the performance share plan. Annual bonus and MCIP are rebalanced to keep target Variable Pay closely aligned to current levels. MCIP converts annual bonus into a long-term shareholding as Executive Directors are eligible for the MCIP match (shown below) only to the extent they invest their annual bonus in Unilever shares, which must be held for the four-year duration of the MCIP cycle.
£ Current |
£ Proposed |
%
|
||||||||||
CEO |
||||||||||||
Target annual bonus |
1,212,000 | 2,168,969 | ||||||||||
Target MCIP Match* |
727,200 | 1,952,072 | ||||||||||
Target GSIP |
2,020,000 | |||||||||||
Total Variable Pay |
3,959,200 | 4,121,041 | 4% | |||||||||
CFO |
||||||||||||
Target annual bonus |
656,250 | 1,078,875 | ||||||||||
Target MCIP Match* |
393,750 | 970,988 | ||||||||||
Target GSIP |
984,375 | |||||||||||
Total Variable Pay |
2,034,375 | 2,049,863 | 1% |
* | Target MCIP Match in the table above is based on investing 60% of annual bonus in Unilever shares through MCIP |
As detailed in the At a Glance summary, target annual bonus becomes 150% of Fixed Pay for the CEO and 120% for CFO. Under the new Reward Framework, annual bonus will be based entirely on Unilevers business results for Executive Directors; the current personal performance multiplier within the annual bonus calculation will be discontinued. At target, MCIP will match 1.5 shares for every 1 share purchased by an Executive Director investing annual bonus (after tax) in Unilever shares (the current target match is 1 share). Because personal investments in MCIP are made from after-tax income, the target MCIP Match shown above may require an individual to actually invest more than the after-tax value of annual bonus in MCIP shares (which must be held for at least five years from the date of grant before they can be sold).
Annual Report on Form 20-F 2017 | Governance Report | 49 |
DIRECTORS REMUNERATION REPORT CONTINUED
INCREASED UPSIDE FOR MORE INVESTMENT IN UNILEVER SHARES AND HIGHER PERFORMANCE
The combination of annual bonus and MCIP creates a five-year incentive plan with distinct short- and long-term performance targets.
To earn maximum pay under the new Reward Framework, Executive Directors must deliver truly outstanding performance over the full five years. Firstly, they need to deliver maximum business performance for annual bonus (150% of target). Then, they must invest in Unilever shares at the maximum (67% of gross maximum annual bonus). Finally, they must deliver maximum business performance for the following four-year duration of the MCIP (200% of target). If they achieve this, their maximum reward under the new Reward Framework is correspondingly higher than before, when performance was measured over shorter periods (three years for GSIP and four years for annual bonus followed by old MCIP).
£ Current |
£ Proposed |
%
|
||||||||||
CEO |
||||||||||||
Personal Investment into MCIP |
1,212,000 | 2,168,969 | 79% | |||||||||
Fixed Pay |
1,377,123 | 1,445,979 | ||||||||||
Max annual bonus |
2,020,000 | 3,253,453 | ||||||||||
Max MCIP |
1,818,000 | 6,506,906 | ||||||||||
Max GSIP |
4,040,000 | 0 | ||||||||||
Maximum Total Variable Pay Opportunity |
9,255,123 | 11,206,338 | 21% | |||||||||
CFO |
||||||||||||
Personal investment into MCIP |
590,625 | 1,078,875 | 83% | |||||||||
Fixed Pay |
856,250 | 899,063 | ||||||||||
Max annual bonus |
984,375 | 1,618,313 | ||||||||||
Max MCIP |
885,938 | 3,236,625 | ||||||||||
Max GSIP |
1,968,750 | 0 | ||||||||||
Maximum Total Variable Pay Opportunity |
4,695,313 | 5,754,001 | 23% |
The Committee is of the view that this increased maximum opportunity is fully justified by higher risk and more stretching performance requirements:
| MCIP performance is now measured over four years rather than three years and so is more challenging to sustain; |
| maximum pay requires maximum performance over five consecutive years, comprising a bonus year and subsequent four-year MCIP period, as opposed to four years currently; |
| Executive Directors are required to hold their vested MCIP shares for one additional year (ie five years from grant) before they may be sold; |
| Executive Directors must invest nearly double the amount of funds into Unilever shares, and will likely have lower take-home pay as a result, as investment is out of after-tax income; and |
| based on historic performance outcomes for annual bonus and MCIP, the new Reward Framework would have delivered less than the current maximum pay level, and so any future reward over the current maximum will be for performance higher than in the past. |
The increased opportunity therefore represents higher pay only for higher performance and risk.
RESTRAINT ON MAXIMUM PAY
The Committee fully intends to continue its rigorous approach to target setting and if Executive Directors were able to deliver actual performance at the top of the range over five years, we believe investors would see the proposed maximum pay level as being fully justified. The Committee also notes that this higher maximum pay opportunity is in line with Unilevers remuneration benchmarking peer group, although this was not a driver for setting the award level.
To prevent high levels of pay that are not justified by performance, the Committee has put a further safeguard in place. If the result of combined annual bonus and MCIP performance multipliers exceeds 75% of the maximum total pay opportunity, the Committee will apply an additional discretionary test. To award incentive payouts above 75% of the maximum (excluding the effect of share price change and dividends on share awards), the Committee must review rigorously the quality and sustainability of underlying performance and may then apply its discretion to reduce or cap the MCIP performance multiplier applicable to the two Executive Directors. Any such review of performance above 75% of maximum will be reported in the Directors Remuneration Report.
75% of maximum incentive opportunity for the CEO under the new Reward Framework equates to total pay of £8.8m (excluding benefits as provided under the Remuneration Policy see page 53) which is 95% of the previous maximum pay level. Therefore, as a result of this safeguard, the CEOs remuneration can only reach or exceed the previous maximum if the Committee can justify this on the basis of the long-term quality and sustainability of performance.
50 | Governance Report |
Annual Report on Form 20-F 2017 |
AT A GLANCE: HOW THE REMUNERATION POLICY WILL APPLY TO EXECUTIVE DIRECTORS IN 2018
The table below sets out a summary of the new Reward Framework that will apply during the 2018 financial year subject to shareholder approval at our 2018 AGMs. Further details are set out in the Directors Remuneration Policy on pages 53 to 62.
Current Reward Framework
|
Proposed Reward Framework
|
|||||||||||||||||
CEO
|
CFO
|
CEO
|
CFO
|
|||||||||||||||
Salary (GBP) |
£1,010,000 | £656,250 | ||||||||||||||||
Fixed allowance (GBP) |
£250,000 | £200,00 | ||||||||||||||||
Supplemental pension (GBP) |
£117,123 | |||||||||||||||||
Salary (converted to euros) |
1,238,960 | 805,017 | Fixed Pay (euros) | 1,773,772 | 1,102,874 | |||||||||||||
Fixed allowance (euros) |
306,673 | 245,339 | Consolidates salary, fixed allowance and supplemental pension | |||||||||||||||
Supplemental pension (euros)
|
|
143,674
|
|
into one element and incorporates a 5% increase
|
|
|||||||||||||
Annual bonus |
Annual bonus | |||||||||||||||||
% of salary at Target |
120% | 100% | % of Fixed Pay at Target | 150% | 120% | |||||||||||||
% of salary at Maximum |
200% | 150% | % of Fixed Pay at Maximum | 225% | 180% | |||||||||||||
MCIP |
MCIP | |||||||||||||||||
Personal investment in Unilever Shares through MCIP is matched based on Unilevers performance against long-term targets |
|
|||||||||||||||||
Max investment % of annual bonus |
60% | 60% | Max investment % of annual bonus | 67% (2/3 rd ) | 67% (2/3 rd ) | |||||||||||||
1 Match Share for each Investment Share vesting in the range |
|
1.5 Match Share for each Investment Share vesting in the range | ||||||||||||||||
% of salary at Target |
72% | 60% | % of Fixed Pay at Target | 150% | 120% | |||||||||||||
% of salary at Maximum |
180% | 135% | % of Fixed Pay at Maximum | 450% | 360% | |||||||||||||
GSIP |
||||||||||||||||||
% of salary at Target |
200% | 150% | GSIP discontinued after 2018 | |||||||||||||||
% of salary at Maximum
|
|
400%
|
|
|
300%
|
|
||||||||||||
Target pay: 60% annual bonus invested |
£5,336,323 | £2,890,625 | ||||||||||||||||
Personal investment (60% annual bonus) |
£727,200 | £393,750 | ||||||||||||||||
Target pay: 60% annual bonus inv. (euros) |
6,546,029 | 3,545,909 | Target pay: 60% annual bonus inv. (euros) | 6,829,023 | 3,617,425 | |||||||||||||
Increase | 4% | 2% | ||||||||||||||||
Personal investment into MCIP (60% annual bonus) |
892,051 | 483,010 | Personal investment into MCIP (60% annual bonus) | 1,596,395 | 794,069 | |||||||||||||
Increase | 79% | 64% | ||||||||||||||||
Target pay: 67% (2/3 rd ) annual bonus invested | 7,095,089 | 3,749,770 | ||||||||||||||||
Increase | 8% | 6% | ||||||||||||||||
Personal investment into MCIP (67% (2/3 rd ) annual bonus) | 1,773,772 | 882,299 | ||||||||||||||||
Increase | 99% | 83% | ||||||||||||||||
Maximum pay (GBP) |
£9,255,123 | £4,695,313 | ||||||||||||||||
Maximum pay (euros) |
11,353,193 | 5,579,706 | Maximum pay (euros) | 13,746,735 | 7,058,391 | |||||||||||||
Increase | 21% | 23% | ||||||||||||||||
Personal investment at maximum pay |
1,486,752 | 724,515 | Personal investment at maximum pay | 2,660,658 | 1,323,448 | |||||||||||||
Increase | 79% | 83% |
Notes:
MCIP investment: to maintain focus on long-term performance through MCIP, if the annual bonus outcome is below 50% of target, participants can invest up to 50% of Fixed Pay into Unilever shares. To avoid doubt, headline percentage figures in the table above have been rounded up where relevant, so the exact figures shown in relation to MCIP investment under the proposed reward framework reflect an individuals investment of two-thirds of annual bonus rather than exactly 67% (see further on page 55).
Discretion: the Committee will have the discretion to adjust the formulaic outcome of the new MCIP, by up to plus or minus 10%, to reflect its assessment of the underlying long-term performance of the business. Any such adjustment would be explained in full in the DRR (please note that the Committee also retains the discretion to adjust the formulaic outcome of the annual bonus, by up to plus or minus 25%).
Currency: from 2018, Executive Directors pay will be denominated in euros (using the ARA 2016 average exchange rate of euro 1 = GBP 0.8152), as this aligns them to the rest of the senior leadership team (Top 100) whose pay is already denominated in euros. The illustrative values of the proposed Reward Framework are also shown in sterling above for ease of comparison with the current arrangements.
Four-year version of MCIP: first introduced for 2017-2020 performance cycle (previously three years).
Consultation: in accordance with the new Dutch Corporate Governance Code, the Executive Directors have had the opportunity to consider and reflect on their own pay proposals.
Maximum pay: this maximum level of pay will only be delivered following a review by the Committee of the long-term quality and sustainability of performance.
Annual Report on Form 20-F 2017 | Governance Report | 51 |
DIRECTORS REMUNERATION REPORT CONTINUED
INCENTIVE PERFORMANCE MEASURES
Performance measures for Executive Directors that will apply to MCIP and GSIP granted in 2018 and the 2018 annual bonus are as follows:
ANNUAL BONUS | ||||
performance measures | Weight | |||
Underlying Sales Growth |
33% | |||
(USG) |
||||
Underlying Operating Margin |
33% | |||
Improvement (UOM) |
||||
Free Cash Flow |
33% | |||
(FCF) |
MCIP | ||||
performance measures | Weight | |||
Underlying Sales Growth |
25% | |||
(USG) |
||||
Underlying Earnings Per Share |
25% | |||
(UEPS) growth |
||||
Return on Invested Capital |
25% | |||
(ROIC) |
||||
Sustainability Progress Index |
25% | |||
(USLP) |
GSIP | ||||
performance measures | Weight | |||
Underlying Sales Growth |
25% | |||
(USG) |
||||
Underlying Operating Margin |
25% | |||
Improvement (UOM) |
||||
Cumulative Operating Cash Flow |
25% | |||
(COCF) |
||||
Total Shareholder Return |
25% | |||
(TSR) |
Further details in relation to performance target ranges for the MCIP and GSIP granted in 2018 are set out in the Annual Remuneration Report on pages 63 and 64 below. Performance target ranges for the annual bonus are considered to be commercially sensitive and will be disclosed in full in the 2018 Directors Remuneration Report.
52 | Governance Report | Annual Report on Form 20-F 2017 |
DIRECTORS REMUNERATION POLICY
POLICY REPORT
POLICY TABLE
The following sets out our new Directors Remuneration Policy (the Remuneration Policy). It fundamentally continues our existing policy principles, updated as necessary to reflect the full extension of these to our Executive Directors as set out above. This new Remuneration Policy will be presented for approval by shareholders at the 2018 AGMs and, if approved, will apply to payments made after that date and will replace the existing remuneration policy in its entirety. It is intended that the new Remuneration Policy will apply for three years, although the Compensation Committee may seek approval for a new policy at an earlier point if it is considered appropriate. The supporting information section provides the rationale for any changes from the existing remuneration policy where appropriate.
Annual Report on Form 20-F 2017 | Governance Report | 53 |
DIRECTORS REMUNERATION REPORT CONTINUED
ANNUAL BONUS
PURPOSE AND LINK TO STRATEGY
Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value.
The ability to recognise performance through annual bonus enables us to manage our cost base flexibly and react to events and market circumstances.
OPERATION
Each year Executive Directors may have the opportunity to participate in the annual bonus plan. Executive Directors are set a target opportunity that is assessed against the Business Performance Multiplier of up to 150% of target opportunity at the end of the year.
Unless otherwise determined by the Committee, Executive Directors can invest up to a maximum of 67% of their gross annual bonus into Unilever shares under the MCIP (see the MCIP section on page 55).
Ultimate remedy/malus and claw-back provisions apply (see details on page 56).
OPPORTUNITY
Target annual bonus opportunities (as a percentage of fixed pay) are:
CEO 150%
Other Executive Directors 120%
Maximum annual bonus opportunities (as a percentage of fixed pay) are:
CEO 225%
Other Executive Directors 180%
Achievement of threshold performance results in a payout of 0% of the maximum opportunity, with straight-line vesting between threshold and maximum. |
PERFORMANCE MEASURES
The Business Performance Multiplier is based on a range of business metrics set by the Committee on an annual basis to ensure that they are appropriately stretching for the delivery of threshold, target and maximum performance. These performance measures may include underlying sales growth (USG), underlying operating margin improvement (UOM) and free cash flow (FCF).
The Committee has discretion to adjust the formulaic outcome of the Business Performance Multiplier up or down by up to plus or minus 25%, based on results, if it believes this better reflects the underlying performance of Unilever. In any event, the overall Business Performance Multiplier will not exceed 150%. The use of any discretion will be fully disclosed in the Directors Remuneration Report for the year to which discretion relates.
The Committee may introduce non-financial measures in the future subject to a minimum of 70% of targets being financial in nature.
Performance is normally measured over the financial year.
SUPPORTING INFORMATION
Maximum opportunity has increased from 200% of base salary to 225% of fixed pay for the CEO, and from 150% of base salary to 180% of fixed pay for the CFO. The increase is designed to maintain target variable pay closely aligned to current levels. There will no longer be a personal performance multiplier on the annual bonus, which is driven entirely by business performance for Executive Directors. |
54 | Governance Report | Annual Report on Form 20-F 2017 |
MANAGEMENT CO-INVESTMENT PLAN (MCIP)
PURPOSE AND LINK TO STRATEGY
The MCIP encourages senior management to invest their own money into Unilever shares, aligning their interests with shareholders, and focus on the sustained delivery of high performance results over the long term.
OPERATION
The MCIP is a share matching arrangement whereby Executive Directors can invest their own money into Unilever shares (investment shares) and be awarded matching shares which vest at the end of a four-year performance period. Upon vesting, Executive Directors will have an additional one year retention period on their matching shares to ensure there is a five-year duration between the grant of the match shares and the first date on which the vested match shares can be sold.
Depending on Unilevers performance, Executive Directors may receive up to 3 x the number the shares they have purchased provided that they keep them for the duration of the four-year period.
Executive Directors are able to choose whether they invest in PLC or NV shares or a 50/50 mix. Executive Directors receive a corresponding number of performance-related shares (matching shares). Matching shares will be awarded in the same form as the investment shares (ie in PLC or NV shares or a 50/50 mix).
Ultimate remedy/malus and claw-back provisions apply (see details on page 56).
OPPORTUNITY
Executive Directors may invest up to 67% of their gross annual bonus into Unilever shares (although in practice we anticipate that the figure of two thirds will actually be used wherever practicable).
The number of matching shares received at the end of the performance period is a multiple of the number of shares invested into the MCIP which depends on performance as follows (there is straight line vesting between each of the points below):
Threshold 0 x
Target 1.5 x
Maximum 3 x
The maximum possible opportunity as a percentage of fixed pay is therefore:
CEO 450% (225% x 67% x 3)
Other Executive Directors 360% (180% x 67% x 3)
Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. |
PERFORMANCE MEASURES
The Committee sets performance measures for each MCIP matching share award. These will be tested over the four financial years starting with the financial year following the year to which the annual bonus relates.
MCIP performance measures are currently Underlying Sales Growth, Underlying Earnings Per Share growth, Return On Invested Capital, and the Unilever Sustainability Progress Index. Each measure has a 25% weighting. The Committee retains the discretion to change these measures and/or weighting for future grants, based on strategic priorities for Unilever at that time.
The Committee will ensure that the targets set are appropriately rigorous for the delivery of threshold, target and maximum performance.
The Committee retains the discretion to adjust the formulaic outcome of long-term business performance by up to plus or minus 10% to reflect its assessment of the underlying long-term performance. As a further safeguard, the Committee will apply an additional discretionary test if the result of combined annual bonus and MCIP performance multipliers exceeds 75% of the maximum total incentive opportunity (disregarding share price movements and dividend equivalents). To award incentive payouts above 75% of the maximum, the Committee will review the quality and sustainability of underlying performance, and may then apply its discretion to reduce or cap the MCIP performance multiplier for Executive Directors to the extent it deems it appropriate. Any scale-back or cap in the MCIP performance multiple will be applied consistently to the two Executive Directors.
SUPPORTING INFORMATION
Maximum opportunity as a percentage of fixed pay has increased from 180% of basic salary to 450% of fixed pay for the CEO and from 135% of basic salary to 360% of fixed pay for the CFO to reflect that the Global Share Incentive Plan (GSIP) has been discontinued and the MCIP is the only long-term incentive plan. This significantly simplifies the overall remuneration structure and puts a strong focus on Executive Directors investing in Unilever shares.
There is now no minimum level of investment required (previously 25% of gross annual bonus). The maximum level of investment has increased from 60% to 67% of the gross annual bonus. This means that Executive Directors may have to invest a significant value of their fixed pay or personal funds in order to access the maximum possible value under the MCIP.
If Executive Directors choose not to invest in Unilever shares through the MCIP their total pay will be no more than fixed pay and annual bonus, which means their total pay will be significantly less than it is under Unilevers existing remuneration policy. This constitutes a strong incentive for the Executive Directors to invest in the MCIP and so there is no longer a minimum investment in the MCIP.
The performance measures for the MCIP granted in 2017 have been amended to reflect some of the April 2017 initiatives to accelerate shareholder value (see pages 64 and 67).
The MCIP, which operates under the plan rules approved at the 2017 AGMs, is assessed over a four-year performance period and Executive Directors have to hold any vested MCIP match shares one additional year before those shares can be sold. This additional retention requirement on vested MCIP match shares falls away two years after Executive Directors leave Unilever. This fully aligns the requirement for additional retention with the existing post-termination holding requirements.
|
Annual Report on Form 20-F 2017 | Governance Report | 55 |
DIRECTORS REMUNERATION REPORT CONTINUED
ELEMENTS OF PREVIOUS POLICY THAT WILL CONTINUE
MCIP and GSIP awards granted under a previous remuneration policy will continue to operate under the terms of that policy and the relevant plan rules. Further details of the terms of the awards made are included in the Annual Remuneration Reports for their respective years. This applies to the GSIP awards granted in 2015, 2016, 2017 and 2018 and the MCIP awards granted in 2015, 2016 and 2017. This provision will cease to apply once all of these awards have vested, been exercised or been forfeited as appropriate as per the relevant policy and plan rules. Additional details are set out below.
CLAW-BACK, ULTIMATE REMEDY, DISCRETION AND FLEXIBILITY
Claw-back: The Committee has discretion to reclaim or claw back some or all of the value of awards of performance-related payments to Executive Directors in the event of a significant downward restatement of the financial results of Unilever. This includes the annual bonus together with any awards that have been made and/or vested shares under the GSIP and the MCIP (awards under both this Remuneration Policy and any previous remuneration policy). This claw-back may be effected up to two years from vesting by reducing outstanding awards or requiring the return of the net value of vested awards to Unilever.
Ultimate remedy/malus: Grants under the GSIP and MCIP (under both this Remuneration Policy and any previous remuneration policy) are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committees opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilevers performance against non-financial measures. The Committee may apply malus to reduce a MCIP award granted under this Remuneration Policy or to GSIP or MCIP awards granted from 2015 under any previous remuneration policy, or determine that any such award will not vest or only vest in part in the event of a significant downward restatement of the financial results of Unilever, gross misconduct or gross negligence, material breach of Unilevers Code of Business Principles or any of the Unilever Code Policies, breach of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses or serious reputation damage to Unilever. The annual bonus will also be subject to malus on the same grounds as apply for MCIP awards. This power is an addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.
For future awards under the MCIP, the Committee may change the terms of a performance measure or target in accordance with its terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so, and may adjust the number or class of shares subject to awards if certain corporate events (eg rights issues) occur. For legacy awards under the MCIP and GSIP, the Committee may change the terms of a performance measure or target during the performance period to take into account any structural changes relating to the shares or the Group (eg rights issues) in accordance with established market practice.
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any relevant discretions) notwithstanding that they are not in line with this Remuneration Policy where the terms of the payment were agreed before this Remuneration Policy came into effect or at a time when the relevant individual was not a Director of Unilever N.V. or PLC and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever N.V. or PLC. For these purposes, payments includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are agreed at the time the award is granted.
REMUNERATION SCENARIOS: OUR EMPHASIS ON PERFORMANCE-RELATED PAY
It is Unilevers policy that the total remuneration package for Executive Directors should be competitive with other global companies and that a significant proportion should be performance-related.
For the remuneration scenarios below, the maximum and target pay opportunities have been chosen to be consistent with the current levels for Executive Directors. In reviewing the appropriate level of pay opportunity for the Executive Directors, the Committee considers internal and external comparators. Although pay is not driven by benchmarking, the Committee is aware that pay needs to be within a reasonable range of competitive practice. The Committee notes that total target pay for the Executive Directors is between median and lower quartile for the benchmark group used by the Committee (see page 53).
The Committee typically reviews, on at least an annual basis, the impact of different performance scenarios on the potential reward opportunity and payouts to be received by Executive Directors and the alignment of these with the returns that might be received by shareholders. The Committee believes that the level of remuneration that can be delivered in the various scenarios is appropriate for the level of performance delivered and the value that would be delivered to shareholders. The charts below show hypothetical values of the remuneration package for Executive Directors in the first full year of the policy (excluding the transition year) under three assumed performance scenarios. The dotted line reflects the point above which the Committee must make a further positive determination in order for the award value to vest, in line with the additional performance test set out in the Policy.
56 | Governance Report | Annual Report on Form 20-F 2017 |
DETAILS OF FIXED ELEMENT OF REMUNERATION FOR CEO AND CFO AND ASSUMPTIONS FOR SCENARIO CHARTS
FIXED REMUNERATION |
Assumptions as follows (for actual Executive Director pay details please see Annual Remuneration Report below): |
|||
Fixed pay for CEO effective from 1 May 2018 = 1,773,772. |
||||
Fixed pay for CFO = 1,102,874. |
||||
Benefits assumed to be 612,296 for CEO and 23,648 for CFO.
|
||||
VARIABLE REMUNERATION |
BELOW THRESHOLD
|
No 2018 annual bonus payout and no vesting under the MCIP or the GSIP. |
||
ON TARGET |
Target payout of the 2018 annual bonus (150% of fixed pay for the CEO and 120% of fixed pay for the CFO). |
|||
Target vesting under the MCIP (1.5 x matching shares of the target 2018 annual bonus for CEO and CFO). |
||||
Scenarios assume 67% of the gross annual bonus is invested.
|
||||
MAXIMUM |
Maximum payout of the 2018 annual bonus (225% of fixed pay for the CEO and 180% of fixed pay for the CFO). |
|||
Maximum vesting under the MCIP (3 x matching of the maximum 2018 annual bonus for CEO and CFO). |
||||
Scenarios assume 67% of the gross annual bonus is invested.
|
||||
NOTES TO VARIABLE REMUNERATION |
Participants in the MCIP may choose how much they wish to invest in Unilever shares, up to 67% of the value of their gross annual bonus. At this level of investment (as shown above in the maximum scenario) the participant will likely have to invest all of their post-tax annual bonus and more than half of their after-tax fixed pay earned in the year (depending on the individuals personal tax situation). This would be a significant personal contribution into Unilever shares. |
|||
Dividends, dividend equivalents and share price movements are ignored for the purposes of the illustrations above.
|
||||
MAXIMUM THAT COULD BE EARNED WITHOUT ADDITIONAL COMMITTEE APPROVAL
|
The Committee have set a range of performance outcomes, above which the Committee will review both the quality and sustainability of actual underlying performance delivery, to ensure the appropriate payout is warranted.
The above charts illustrate a pay outcome above which additional Committee approval may be required, being 75% of the maximum total incentive opportunity. See the MCIP section in the Remuneration Policy for full details. |
|||
LEGACY ARRANGEMENTS
For the duration of this Remuneration Policy, entitlements arising before the adoption of this Remuneration Policy will continue to be honoured in line with the approved remuneration policy under which they were granted, or their contractual terms. The last award under the legacy MCIP was made on 11 February 2016, relating to the annual bonus earned in 2015, which will vest on 11 February 2019. The last award under the GSIP rules approved at the 2007 AGMs was made on 13 February 2017 and will vest on 13 February 2020. The last GSIP award under the Unilever Share Plan approved at the 2017 AGMs was made on 16 February 2018 and will vest on 16 February 2021. Further details of the terms of these awards can be found within the remuneration policy approved at the 2014 AGMs, and the relevant Annual Report and Accounts.
PERFORMANCE MEASURES AND THE LINK TO STRATEGY
Performance measures are selected to align with Unilevers short-term performance targets and long-term business strategy objectives. Unilevers primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of a combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term.
The measures chosen for the incentives will support the delivery of this objective, with distinct measures for each of the short- and longer-term incentive programmes. For the short-term incentive, we continue to have a balanced set of performance measures in terms of sales, profitability and cash flow. Performance measures for our long-term incentive relate to the key objectives driving long-term value creation for investors: growth (in the form of USG) is fundamental to our model; underlying earnings per share (UEPS) growth gives clear line of sight to share price via the Price/Earnings multiple; sustainability (USLP) is at the heart of our strategy for long-term value creation; and return on invested capital (ROIC) is an important measure of value creation, and an appropriate measure for ULE members given their decision-making responsibility regarding merger and acquisition activity.
The following sets out the performance measures for short- and long-term incentive plans to be awarded in 2018, as well as the business performance and the behaviours that they drive.
Annual Report on Form 20-F 2017 | Governance Report | 57 |
DIRECTORS REMUNERATION REPORT CONTINUED
APPROACH TO TARGET SETTING
INCENTIVE PLAN |
PERFORMANCE MEASURE
|
LINK TO STRATEGY | ||
SHORT-TERM: ANNUAL BONUS |
Underlying sales growth (USG) at constant rates |
Clear, simple and well understood measure supporting the achievement of Unilevers growth ambition
|
||
Underlying operating margin improvement (UOM) at current rates |
Underlines the importance of achieving increasingly profitable growth
|
|||
Free cash flow (FCF) at current rates |
Provides clear focus on the achievement of Unilevers cash generation ambition and on cost reduction
|
|||
LONG-TERM: MCIP |
Underlying sales growth (USG) (compound annual growth rate (CAGR) at constant rates) |
Supports the achievement of Unilevers ambition to deliver sustainable growth over the longer term
|
||
Underlying earnings per share (UEPS) growth at current rates |
Provides focus on shareholder value creation through a measure which is widely understood and applied externally by investors in valuing companies
|
|||
Return on invested capital (ROIC) |
Supports disciplined investment of capital within the business and discourages acquisitions with low returns and long paybacks (an especially relevant measure for members of the ULE who make investment decisions)
|
|||
Unilever sustainability progress index (USLP) |
The Unilever Sustainable Living Plan (USLP) helps to secure long-term value creation by decoupling our growth from our environmental impact, while increasing our positive social impact. To avoid over-focus on any one element of the USLP, the progress index is an assessment made by the Committee (with input from the Corporate Responsibility Committee) taking into account progress towards the targets in our reported USLP scorecard.
|
|||
LONG-TERM: GSIP |
USG at constant rates |
Supports the achievement of Unilevers ambition to deliver sustainable growth over the longer term
|
||
UOM at current rates |
Underlines the importance of achieving sustainable profitable growth over the longer term
|
|||
Cumulative operating cash flow |
Provides clear focus on the achievement of Unilevers cash generation ambition and on cost reduction
|
|||
Relative total shareholder return (TSR) | Provides a relative ranking of share price growth and dividend compared with a set of peer companies | |||
The Committee sets performance targets for incentive plans, taking into account internal budgets, business priorities and external forecasts so that the targets are sufficiently stretching. Good performance results in target payout while maximum payout is only achieved for delivering exceptional performance.
58 | Governance Report | Annual Report on Form 20-F 2017 |
DIFFERENCES IN PAY POLICY GENERALLY
As the Chairmans letter sets out, we now propose to bring the reward arrangements for our Executive Directors in line with those introduced in 2017 for the rest of our ULE and Top 500 managers, ie simplifying pay for this whole population into three elements:
| fixed pay; |
| annual bonus; and |
| MCIP. |
The core principle of our new Reward Framework is to continue to drive an owners mindset. All executives must now continuously invest more of their annual bonus in Unilever shares to maintain current levels of pay. We believe this drives executives to apply an even stronger owners mindset in everything they do. The implementation of the new Reward Framework for senior management below Board level has been a success, and we will extend the implementation in 2018 to the next layer of management to encompass Unilevers top 3,000 managers.
Accordingly, our MCIP is now the only long-term incentive for this senior population. The new Reward Framework has been structured in a way to maintain broadly the same levels of pay for target performance, if they continue to invest 67% of their gross annual bonus in Unilever shares through the MCIP.
We plan to continue applying the principles driving these proposals to the way we pay all of our 15,000+ managers, not just our senior leaders. As a responsible employer with around 161,000 people in 113 countries as at year end, we are also very mindful of how we pay our many non-management staff.
Remuneration arrangements are determined throughout the Group based on the same principle: that reward should support our business strategy and should be sufficient to attract and retain high-performing individuals without paying more than is necessary. Unilever is a global organisation with employees at a number of different levels of seniority and in a number of different countries and, while this principle underpins all reward arrangements, the way it is implemented varies by geography and level.
In principle, all our managers participate in the same Unilever annual bonus scheme with the same performance measures based on Unilevers overall performance. All middle and senior management are invited to participate in the MCIP, which in 2018 will be extended to approximately 12,000 more junior managers worldwide as well. Wherever possible, all other employees have the opportunity to participate in the global buy 3 get 1 free employee share plan called SHARES, which is offered in more than 100 countries.
Through these initiatives we will encourage all our employees fully to adopt an owners mindset with the goal of achieving our growth ambition, so they can continuously reinvest and share in the future long-term success of Unilever.
CONSIDERATION OF CONDITIONS ELSEWHERE IN THE GROUP
When determining the pay of Executive Directors, the Committee considers the pay arrangements for other employees in the Group, including considering the average global pay review budget for the management population, to ensure that remuneration arrangements for Executive Directors remain reasonable.
Unilever employs around 161,000 people in 113 countries as at year end and, given this geographic spread and other factors, the Committee did not consider that it was appropriate to consult employees on the Remuneration Policy for Executive Directors during the year. However, Unilever takes the views of its employees seriously and on an ongoing basis we conduct the Rate-My-Reward survey to gauge the views of employees on the different parts of their reward package.
The Committee has taken note of Unilevers Fair Compensation Framework and the advanced living wage awareness initiative together with responsible supplier policies within the Group. Over the last three years we have also offered the SHARES plan to our non-management staff around the world. We will continue to advance these initiatives over the year ahead and beyond to enhance the livelihoods of all our employees.
www.unilever.com/sustainable-living/the-sustainable-living-plan/enhancing-livelihoods/fairness-in-the-workplace/fair-compensation/ |
CONSIDERATION OF SHAREHOLDER VIEWS
The Committee takes the views of shareholders seriously. We maintain an open and regular dialogue with our shareholders on remuneration matters, including consulting with our largest investors and shareholder representative bodies, when we are considering making material changes to our Remuneration Policy. Accordingly, shareholders have been consulted extensively and their views have been influential in shaping this Remuneration Policy. Their feedback influenced our proposals in relation to the balance between fixed and variable pay, between the annual bonus and MCIP components, and the development of the additional sustainability test on payouts above set levels.
MINIMUM SHAREHOLDING REQUIREMENT
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever (within five years from the date of appointment with extra time granted if requirements increase significantly) to align their interests with those of Unilevers long-term shareholders. The current requirement is 5 x base salary for the CEO and 4 x base salary for the CFO. When the new Remuneration Policy takes effect, these requirements will be measured over fixed pay.
Upon leaving Unilever, all Executive Directors will be required to maintain at least 100% of their minimum shareholding requirement for one year after leaving, and at least 50% for two years after leaving. If the leaver has not yet met their shareholding requirements on departure they will be required to retain the shares they do own up to these limits. Upon vesting of MCIP match shares, Executive Directors will have to wait one additional year to ensure there is a five-year duration between the grant of the Match shares and the first date on which the vested Match shares can be sold.
The additional one year retention requirement for Executive Directors after MCIP match shares vest will fall away two years after Executive Directors leave Unilever. This fully aligns the requirement for additional retention with the existing post-termination holding requirements.
Annual Report on Form 20-F 2017 | Governance Report | 59 |
DIRECTORS REMUNERATION REPORT CONTINUED
REMUNERATION POLICY FOR NEW HIRES
AREA
|
POLICY AND OPERATION
|
|
Overall | The Committee will pay new Executive Directors in accordance with the approved Remuneration Policy and all its elements as set out herein above. The terms of service contracts will not overall be more generous than those of the current CEO and CFO summarised below in the service contracts paragraph. The ongoing annual remuneration arrangements for new Executive Directors will therefore comprise fixed pay, benefits, annual bonus and MCIP. In addition, the recruitment policy below permits the Committee to take the following actions, as appropriate, in the best interests of Unilever and its shareholders. For internal promotions, any variable remuneration element awarded in respect of a prior role may be paid out according to its original terms. | |
Fixed pay |
Fixed pay would be set at an appropriate level to recruit the best candidate based on their skills, experience and current remuneration.
|
|
Benefits |
Benefits provision would be in line with the approved relevant Remuneration Policy. Where appropriate the Executive Director may also receive relocation benefits or other benefits reflective of normal market practice in the territory in which the Executive Director is employed. In addition, the Committee may agree that Unilever will pay certain allowances linked to repatriation on termination of employment.
|
|
Incentive awards | Incentive awards would be made under the annual bonus and MCIP in line with the relevant Remuneration Policy. | |
In addition to normal incentive awards, additional awards may be made to align the joiner as quickly as possible with Unilevers long-term goals, and to reflect value forfeited through an individual leaving their current employer.
|
||
Transition awards and buy-out awards |
Transition awards In the event that we were to appoint a new Executive Director, the Committees preferred approach would be to align the incoming Executive Director with our own performance-based Reward Framework by requiring them to invest in Unilever shares from the outset and aligning them fully with our inflight MCIP performance cycles and targets alongside their new colleagues at Unilever, recognising that no other long-term incentive will be vesting in their first years of employment at Unilever. We see this as the most sustainable approach to the remuneration of incoming Executive Directors over the longer term. To achieve this, we propose where appropriate to offer incoming Executive Directors a Transition Award (TA) instead of a buy-out arrangement. The TA should normally be no more valuable than the awards foregone. |
|
The TA permits the joiner to potentially receive matching awards under in-flight cycles of the MCIP as if they had invested a proportion of their target annual bonus into the MCIP cycles that started before they joined Unilever. The TA bridges the lengthy gap between an incoming Executive Directors arrival and the first maturity of incentives at Unilever, after the first five-year performance horizon has been reached (this role is usually played less elegantly by buy-out awards). The TA also facilitates the new Executive Director in building the required level of personal shareholding within five years of joining Unilever. The level of TA offered by the Committee would take into account the circumstances of the case including the value of any awards foregone at the previous employer. A TA may be offered by the Committee for all in-flight cycles or only some. | ||
The TA requires the incoming Executive Director to commit to a minimum level of investment in future MCIP cycles to be eligible for an equivalent level of Match shares in inflight MCIP cycles. For example, if the incoming Executive Director has an initial target annual bonus of 100, the maximum TA the Committee may offer would be based on this level of award. If the Executive Director commits to investing at the maximum level of 67% of annual bonus in MCIP for each of the next four years, the maximum TA award would be 67 worth of Match shares in each of up to four inflight MCIP cycles (ie a total of 67 x 4 = 267) with vesting based on Unilevers actual performance to the vesting date and only if the Executive Director actually invests at least 67% of their annual bonus awards through MCIP for the duration of the TA. Accordingly, the TA may be worth up to 267% of the new Executive Directors initial target annual bonus and vests 25% per year thereafter at the actual performance multiplier (0 x to 3 x) for the MCIP cycle ending in the corresponding year, and so is entirely subject to Unilevers performance. | ||
Within these limits the Committee will determine the size of the TA based on individual circumstances, with the aim that the TA should normally be no more valuable than any awards foregone. As stated above, to be eligible for the TA, the Executive Director must invest no less than a corresponding percentage of actual annual bonus into new cycles of MCIP starting in each of the years that the TA vests. The TA vesting in any year will be forfeited if the corresponding level of investment the new Executive Director has made into the MCIP in that year is lower than the initial commitment. If the Executive Director elects to make a higher investment in new MCIP cycles than the initial commitment, the TA will not be increased. | ||
A TA would normally only be offered if required to compensate an Executive Director for awards foregone. If an Executive Director joins without the need to compensate for awards foregone, a TA generally would not be provided, other than in exceptional circumstances. | ||
Buy-out awards | ||
The TA is the Committees preferred approach. However, there are clearly circumstances where the TA would not be effective. For example, for some incoming Executive Directors who are forfeiting no (or low-value) awards it might not be justified to make a TA in respect of every outstanding MCIP cycle. For others, it might not be enough to facilitate departure from their current employer if they had an exceptionally large value of accrued awards, or if awards were not subject to performance conditions. For those reasons, the Committee reserves discretion to make appropriate joining arrangements with the intention that the TA or buy-out awards in aggregate should normally be no more valuable than the awards foregone. Accordingly, the Committee may elect to compensate Executive Directors hired from outside for any awards they lose by leaving previous employers broadly on a like-for-like basis (although a TA may form part of this). Incoming Executive Directors will be required to retain all shares vesting from any share awards until their minimum shareholding requirements have been met in full. | ||
If a buy-out award is required, the Committee would aim to reflect the nature, timing, and value of awards forgone in any replacement awards. Awards may be made in cash, shares or any other method as deemed appropriate by the Committee. Where possible, share awards will be replaced with share awards. Where performance measures applied to the forfeited awards, performance measures will be applied to the replacement award or the award size will be discounted accordingly. In establishing the appropriate value of any buy-out the Committee would also take into account the value of the other elements of the new remuneration package. The Committee would aim to minimise the cost to Unilever, although buy-out awards are not subject to a formal maximum. Any awards would be broadly no more valuable than those being replaced.
|
60 | Governance Report | Annual Report on Form 20-F 2017 |
SERVICE CONTRACTS
POLICY IN RELATION TO EXECUTIVE DIRECTOR SERVICE CONTRACTS AND PAYMENTS IN THE EVENT OF LOSS OF OFFICE
SERVICE CONTRACTS & NOTICE PERIOD |
Current Executive Directors service contracts are terminable upon notice (12 months notice from Unilever, 6 months notice from the Executive Director), and are available for shareholders to view at the AGMs or on request from the Group Secretary. Starting dates of the service contracts for the current CEO and CFO: CEO: 1 October 2008 (signed on 7 October 2008); and CFO: 1 October 2015 (signed on 16 December 2015).
|
|
TERMINATION PAYMENTS |
A payment in lieu of notice can be made, to the value of no more than 12 months fixed pay and other benefits (unless the Boards, at the proposal of the Committee, find this manifestly unreasonable given the circumstances or unless dictated by applicable law).
|
|
OTHER ELEMENTS |
Executive Directors may, at the discretion of the Boards, remain eligible to receive an annual bonus for the financial year in which they cease employment. Such annual bonus will be determined by the Committee taking into account time in employment and performance. Treatment of share awards is as set out in the section on leaver provisions, below. Any outstanding all-employee share arrangements will be treated in accordance with HMRC-approved terms. Other payments, such as legal or other professional fees, repatriation or relocation costs and/or outplacement fees, may be paid if it is considered appropriate. The Committee reserves the discretion to approve gifts to Executive Directors who are retiring or who are considered by the Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of the gift for any one Executive Director exceeds £5,000 it will be disclosed in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift, the Committee has the discretion to approve the payment of such liability on behalf of the Executive Director in addition to the value of the gift.
|
LEAVER PROVISIONS IN SHARE PLAN RULES
GOOD LEAVERS AS DETERMINED BY THE COMMITTEE IN ACCORDANCE WITH THE PLAN RULES*
|
LEAVERS IN OTHER CIRCUMSTANCES* |
CHANGE OF CONTROL |
||||
INVESTMENT SHARES (MCIP) |
Investment shares are not impacted by termination (although they may be transferred to the personal representative of the Executive Director in the event of his or her death without causing the corresponding matching shares to lapse).
|
Investment shares are not impacted by termination. |
Investment shares may normally be disposed of in connection with a change of control without causing the corresponding matching shares to lapse.
Alternatively, Executive Directors may be required to exchange the investment shares for equivalent shares in the acquiring company. |
|||
MATCHING SHARES (MCIP), PERFORMANCE SHARES (GSIP) |
Awards will normally vest following the end of the original performance period, taking into account performance and (unless the Boards on the proposal of the Committee determine otherwise) pro-rated for time in employment. Alternatively, the Boards may determine that awards shall vest upon termination based on performance at that time and pro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise). If an Executive Director dies, awards will vest at the time of death at the target level of vesting (pro-rated for time in employment if the director had previously left as a good leaver).
|
Awards will normally lapse upon termination. | Awards will vest based on performance at the time of the change of control and the Boards, on the proposal of the Committee, have the discretion to pro-rate for time. Alternatively, Executive Directors may be required to exchange the awards for equivalent awards over shares in the acquiring company. |
* | An Executive Director will usually be treated as a good leaver if he or she leaves due to ill-health, injury or disability, retirement with Unilevers agreement or redundancy. The Boards may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as a good leaver if he or she chooses to leave for another job elsewhere unless the Boards determine otherwise, if he or she is summarily dismissed or leaves because of concerns about performance. In deciding whether or not to treat an Executive Director as a good leaver, the Boards will have regard to his or her performance in the role. |
If Unilever is affected by a demerger, special distribution or other transaction which may affect the value of awards, the Committee may allow matching shares under the current and legacy MCIP and performance shares under the GSIP to vest early over such number of shares as it shall determine (to the extent any performance measures have been met) and awards may be pro-rated to reflect the acceleration of vesting at the Committees discretion. |
Annual Report on Form 20-F 2017 | Governance Report | 61 |
DIRECTORS REMUNERATION REPORT CONTINUED
NON-EXECUTIVE DIRECTORS
KEY ASPECTS OF UNILEVERS 2018 FEE POLICY FOR NON-EXECUTIVE DIRECTORS
APPROACH TO SETTING FEES |
Non-Executive Directors receive annual fees from Unilever N.V. and PLC. The Boards determine Non-Executive Director fee levels, which are limited to 5,284,200 in total per year (which number is based on the limits as currently approved by N.V. and PLC shareholders using 2017 average FX rate (£1 = 1.14210).)
Unilevers policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the calibre required to direct the strategy of the business. They are set taking into account:
Unilevers Group-wide reward philosophy; the commitment and contribution expected by the Group; and fee levels paid in other global non-financial services companies based in Europe.
Fees are paid in cash.
|
|
OPERATION |
Unilever applies a modular fee structure for Non-Executive Directors to ensure we fairly reflect the roles and responsibilities of Committee membership and Chairmanship. Our basic philosophy is to pay the Chairman an all-inclusive fee. Other Board members receive a basic fee and additional fees for being Vice-Chair, chairing or membership of various Committees. The fees are currently split 50/50 between PLC (in sterling) and NV (in euros). The Boards may decide to pay fees in any other currency based on such foreign exchange rates as the Boards shall determine, provided total Non-Executive Director fees stay within the annual limits as approved by shareholders from time to time. The 2018 fee structure can be found in the Annual Remuneration Report on page 71. The fee structure may vary from year to year within the terms of this Remuneration Policy.
Fees are normally reviewed annually but may be reviewed less frequently.
Additional allowances are made available to Non-Executive Directors where appropriate, to reflect any additional time commitment or duties.
|
|
OTHER ITEMS |
Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees over the five years from appointment.
Non-Executive Directors are not entitled to participate in any of the Groups incentive plans.
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses and are reimbursed together with any tax payable. Non-Executive Directors also receive expenses relating to the attendance of the Directors spouse or partner, when they are invited by Unilever. Other benefits or additional payments may be provided in the future if, in the view of the Boards, this is considered appropriate. Such benefits and/or payments would be within the total annual limits as approved by shareholders as described above.
The Committee reserves the discretion to approve gifts to Non-Executive Directors who are retiring or who are considered by the Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever or in the context of misconduct. If the value of the gift for any one Non-Executive Director exceeds £5,000 it will be disclosed in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift the Committee has the discretion to approve the payment of such liability on behalf of the Non-Executive Director in addition to the value of the gift.
|
REMUNERATION POLICY FOR NEW NON-EXECUTIVE DIRECTOR HIRES
In the event of hiring a new Non-Executive Director, the Committee will align the remuneration package with the Remuneration Policy as set out above.
NON-EXECUTIVE DIRECTORS LETTERS OF APPOINTMENT
The terms of engagement of Non-Executive Directors are set out in letters of appointment which each Non-Executive Director signs upon appointment. Non-Executive Directors are currently appointed for a one-year term, subject to satisfactory performance, renomination at the discretion of the Boards on the recommendation of the Nominating and Corporate Governance Committee and re-election at forthcoming annual shareholder meetings. It is Unilevers expectation that Non-Executive Directors serve for a minimum of three years. The letters of appointment allow for Unilever to terminate a Non-Executive Directors appointment in cases of gross misconduct, bankruptcy or where the Non-Executive Director is prevented from occupying such a position by law.
The letters do not contain provision for notice periods or compensation if the Non-Executive Directors appointments are terminated by Unilever. Non-Executive Directors may terminate their engagement upon three months notice. Except in exceptional circumstances, the Boards will not propose Non-Executive Directors for renomination when nine years have elapsed since the date of their appointment. Letters of appointment are available for inspection on request from the Group Secretary.
In considering appointments to the Boards, the Directors and Unilever give due consideration to the time commitment required to fulfil the role appropriately.
62 | Governance Report | Annual Report on Form 20-F 2017 |
ANNUAL REMUNERATION REPORT
The following sets out how Unilevers existing remuneration policy (available on our website) was implemented in 2017, and how our updated Remuneration Policy (set out on pages 53 to 62) will be implemented if it receives shareholder approval at the 2018 AGMs.
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016) |
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FOR EXECUTIVE DIRECTORS
If approved by shareholders, Unilevers updated Remuneration Policy will be implemented with effect from the 2018 AGMs as set out below. If the updated Remuneration Policy is not approved, Unilevers existing Remuneration Policy (as approved at the 2017 AGMs) will continue to apply.
ELEMENTS OF REMUNERATION
ELEMENTS OF REMUNERATION |
AT A GLANCE | ADDITIONAL INFORMATION | ||||
FIXED PAY |
Annual fixed pay effective from May 2018:
CEO: 1,773,772 CFO: 1,102,874
|
Details of the rationale for the fixed pay proposals for Executive Directors can be found in the section Implications of the new Reward Framework on pages 49 and 50. |
||||
OTHER BENEFIT ENTITLEMENTS
|
Implemented in line with the 2018 Remuneration Policy. | n/a | ||||
ANNUAL BONUS |
Implemented in line with the 2018 Remuneration Policy. Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO. Business Performance Multiplier of between 0% and 150% based on achievement against business targets over the year. Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO.
|
For 2018, the Business Performance Multiplier will be based on the following metrics:
|
||||
A 0% multiplier will be applied for threshold performance, and up to 150% multiplier for maximum performance. Performance target ranges are considered to be commercially sensitive and will be disclosed in full with the corresponding performance outcomes retrospectively following the end of the relevant performance year.
|
||||||
GSIP 2018 AWARDS |
Implemented in line with the 2014 Remuneration Policy. Final GSIP award made on 16 February 2018 (vesting 16 February 2021). Target award 200% of base salary for the CEO (based on current salary = £1,010,000) and 150% of base salary for the CFO (current salary = £656,250). Maximum vesting of 200% of initial award (so maximum vesting of 400% of base salary for the CEO (£4,040,000), and 300% of base salary for the CFO (£1,968,750)). In addition, a two-year post- vesting retention period will apply to this award (beyond the three-year vesting period) for the CEO and CFO. |
Performance conditions are assessed over a three-year period. The performance conditions and target ranges for 2018 awards will be as follows:
|
||||
For the three business-focused performance conditions, 25% of target awards vest for achieving threshold performance, 100% for target and 200% for maximum performance (with straight-line vesting between threshold and maximum). For the TSR measure, 50% of the target award vests for threshold performance at 10th place, 100% at 7th place, and 200% vests at 3rd place or above (with straight-line vesting occurring between these points). (a)
|
(a) | For the relative TSR measure, Unilevers TSR is measured against a comparator group of other consumer goods companies. TSR measures the return received by a shareholder, capturing both the increase in share price and the value of dividend income (assuming dividends are reinvested). The TSR results are measured on a common currency basis to better reflect the shareholder experience. The current TSR peer group consists of 18 companies (19 including Unilever) as follows: |
Avon |
Colgate-Palmolive |
Henkel |
LOréal |
Reckitt Benckiser |
||||
Beiersdorf |
Danone |
Kao |
Nestlé |
Shiseido |
||||
Campbell Soup |
General Mills |
Kelloggs |
PepsiCo |
|||||
Coca-Cola |
Estée Lauder |
Kimberly-Clark |
Procter & Gamble |
The Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes (eg via M&A activity etc). |
Annual Report on Form 20-F 2017 | Governance Report | 63 |
DIRECTORS REMUNERATION REPORT CONTINUED
ELEMENTS OF REMUNERATION
|
AT A GLANCE | ADDITIONAL INFORMATION | ||||
MCIP |
Implemented in line with the 2018 Remuneration Policy. MCIP award to be made on 3 May 2018 (vesting 16 February 2022). Paul Polman elected to invest the value of 67% (£1,353,400) of his 2017 annual bonus into the MCIP. Graeme Pitkethly elected to invest the value of 67% (£659,531) of his 2017 annual bonus in MCIP investment shares. Matching shares are awarded based on performance up to a maximum of 3 x matching shares. Therefore the maximum value from the matching shares for the CEO would be £4,060,200 and for the CFO would be £1,978,594. |
Performance conditions are assessed over a four-year period. The performance conditions and target ranges for 2018 awards under the MCIP will be as follows:
|
||||
Performance at threshold results in no matching shares being awarded, target performance results in an award of 1.5 x matching shares, up to a maximum award of 3 x matching shares, with straight-line vesting between threshold and maximum. Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the relevant performance period.
It is the Committees intention that management should be assessed against the progress they make on the USLP as a whole, rather than selected components of it. Accordingly, each year the Committee will determine a numerical rating for the previous years MCIP Sustainability Progress Index in the range of zero to 200%, with 100% representing on-target performance; annual ratings will then be tallied as an average index for each four-year MCIP performance period. At the end of the MCIP performance period, the Committee will disclose a full narrative setting out the performance achieved and the corresponding outcome that the Committee determines for the Sustainability Progress Index.
|
64 | Governance Report | Annual Report on Form 20-F 2017 |
ULTIMATE REMEDY/MALUS AND CLAW-BACK
Grants under the GSIP and MCIP are subject to ultimate remedy as explained in the 2018 Remuneration Policy. Malus and claw-back apply to all performance-related payments as explained in the 2018 Remuneration Policy.
In 2017, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to Executive Directors.
SINGLE FIGURE OF REMUNERATION AND IMPLEMENTATION OF THE REMUNERATION POLICY IN 2017 FOR EXECUTIVE DIRECTORS
The table below shows a single figure of remuneration for each of our Executive Directors, for the years 2016 and 2017.
Paul Polman CEO (UK) (000) |
Graeme Pitkethly
(000) |
|||||||||||||||
2017 | 2016 | 2017 | 2016 (a) | |||||||||||||
(A) Base salary |
1,154 | 1,239 | 750 | 511 | ||||||||||||
(B) Fixed allowances and other benefits |
898 | 855 | 252 | 185 | ||||||||||||
(C) Annual bonus |
2,307 | 2,289 | 1,124 | 928 | ||||||||||||
(D) MCIP matching shares (required by UK law) |
2,042 | 1,240 | 285 (b) | 153 | (b) | |||||||||||
Long-term incentives |
||||||||||||||||
(E) GSIP performance shares (required by UK law) |
5,126 | 2,603 | 704 (b) | 305 | (b) | |||||||||||
Long-term incentives (sub-total) |
7,169 | 3,843 | 989 | 458 | ||||||||||||
(F) Conditional supplemental pension |
134 | 144 | - | - | ||||||||||||
Total remuneration paid (required by UK law) (A+B+C+D+E+F) |
11,661 | 8,370 | 3,115 | 2,082 | ||||||||||||
(G) Share awards (required by Dutch law) |
7,154 | 3,170 | 2,187 | 674 | ||||||||||||
Total remuneration paid (required by Dutch law) (A+B+C+F+G) |
11,647 | 7,697 | 4,313 | 2,298 |
(a) | The figures included relate to amounts paid or payable to Graeme Pitkethly for his services from 21 April 2016 for the remainder of the year, being the date on which he was appointed as an Executive Director of the Boards of NV and PLC. |
(b) | Graeme Pitkethlys GSIP and MCIP values in the above single figure table for 2016 and 2017 include GSIP performance shares and MCIP matching shares previously granted to him in 2014 and 2015, before his appointment as an Executive Director. The value shown for 2017 for awards granted in 2015 include gross delivery costs, including tax and social security. |
Where relevant, amounts for 2017 have been translated into euros using the average exchange rate over 2017 ( 1 = £0.8756), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 13 February 2018 ( 1 = £0.8882). Amounts for 2016 have been translated into euros using the average exchange rate over 2016 ( 1 = £0.8152), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 14 February 2017 ( 1 = £0.8494).
We do not grant our Executive Directors any personal loans or guarantees.
ELEMENTS OF SINGLE FIGURE REMUNERATION 2017
(A) BASE SALARY
Salary set in sterling and paid in 2017:
| CEO £1,010,000. |
| CFO £656,250. |
(B) FIXED ALLOWANCE AND OTHER BENEFITS
For 2017 this comprises:
|
Paul Polman
CEO (UK) (£) |
(a) |
|
Graeme Pitkethly
CFO (UK) (£) |
(a) |
|||
2017 | 2017 | |||||||
Fixed allowance |
285,525 | 228,420 | ||||||
Medical insurance cover and actual tax return preparation costs |
102,238 | 17,130 | ||||||
Provision of death-in-service benefits and administration |
13,952 | 6,518 | ||||||
Payment to protect against difference between employee social security obligations in country of residence versus UK | 496,106 | - | ||||||
Total
|
|
897,821
|
|
|
252,068
|
|
(a) | The numbers in this table are quoted in euros (translated from sterling where necessary using the average exchange rate over 2017 of 1 = £0.8756). |
Annual Report on Form 20-F 2017 | Governance Report | 65 |
DIRECTORS REMUNERATION REPORT CONTINUED
(C) ANNUAL BONUS
Annual bonus 2017 actual outcomes
| CEO £2,020,000 (which is 100% of maximum, 200% of base salary). |
| CFO £984,375 (which is 100% of maximum, 150% of base salary). |
This includes cash and the portion of annual bonus that Executive Directors have indicated will be re-invested in shares under the MCIP. See below for details. Performance against targets:
Further details of the annual bonus outcomes are described in the Chair Letter on page 47. The calculated pay-out for Unilevers 2017 performance ratio of 122% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.
| Paul Polman |
In determining annual bonus outcomes for Paul Polman, the Committee also considered his leadership and very strong personal performance. In 2017 Paul led Unilever to take a further step up in delivery with another year of strong top- and bottom-line growth. This consistency of performance is a key hallmark of his leadership and it has now been firmly established over the 9 years since he became CEO. The quality of the performance in 2017 matched the strength of the results with broad-based growth across all retained Categories and strong levels of brand support and investment. Most importantly, through a series of initiatives culminating in Connected 4 Growth (C4G), announced in fall 2016, Paul has taken Unilever closer to our consumers through an organization able to respond with the agility required to compete effectively in our rapidly changing marketplace. During the year Unilever significantly strengthened its portfolio through acquisitions and disposals. Engagement scores have remained high (74%) and Pride in Unilever remains at a remarkable 90%. In addition to his firm internal leadership Paul continues to build Unilevers external profile and reputation, helping the Company to attract and retain key talent as a leading employer of choice across our markets worldwide. In 2017 Paul received a number of notable awards for his business and humanitarian leadership. As a consequence of the review of his personal performance, Paul Polman was awarded a personal performance multiplier of 140%. This resulted in his receiving an annual bonus capped by our remuneration policy at 200% of his base salary, calculated as follows:
| Graeme Pitkethly |
In determining annual bonus outcomes for Graeme Pitkethly, the Committee considered his leadership and very strong personal commitment to the performance of the business. In 2017, Graeme led Unilevers capital allocation, services delivery, technology investment and performance management to a year of good delivery. Record savings through zero-based budgeting provided the flexibility to invest behind our brands and capabilities to fuel future growth while increasing our margins. 2017 was also a year of accelerated portfolio change, with several strategic acquisitions and the divestiture of the Spreads business repositioning Unilever for future growth. Capital allocation was disciplined, with new leverage targets achieved and the Unilever NV preference shares repurchased, setting a platform for greater strategic flexibility and improved corporate governance. In 2017, Unilever delivered a strong step up in profitability and cash flow, maintaining competitive growth, while increasing the impact of Finance and ETS across Unilever. As a consequence of the review of his personal performance, Graeme Pitkethly was awarded a personal performance multiplier of 125%. This resulted in his receiving an annual bonus capped by our remuneration policy at 150% of his base salary, calculated as follows:
66 | Governance Report | Annual Report on Form 20-F 2017 |
(D) MCIP UK LAW REQUIREMENT
2017 OUTCOMES
This includes MCIP matching shares granted on 13 February 2015 (based on the percentage of 2014 annual bonus that Paul Polman and Graeme Pitkethly had invested in Unilever shares, as well as performance in the three-year period to 31 December 2017) which vested on 13 February 2018. Further details of the performance measures (including the impact of our April 2017 toughening of performance measures to align the non-GAAP margin measure from COM to UOM) are disclosed below in note (E).
The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and 142% of target award for the CFO) and the share prices on the date of vesting (NV 43.57 and PLC £37.91). The CFOs award vested at a different level than the CEOs award as it relates to an award granted in 2015 before his appointment as an Executive Director. Performance measures and performance against them are as set out in the table below (although the weightings of the measures were different for participants below Board level, so the weightings of each measure in the award that vested for the CFO are Underlying Sales Growth at 30%, Margin Improvement at 30%, Cumulative Operating Cash Flow at 30% and TSR at 10%). These have been translated into euros using the exchange rate on the date of vesting ( 1 = £0.8882).
(E) GSIP UK LAW REQUIREMENT
2017 OUTCOMES
This includes GSIP performance shares granted on 13 February 2015, based on performance in the three-year period to 31 December 2017, which vested on 13 February 2018.
The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and 142% of target award for the CFO) and the share price on the date of vesting (NV 43.57 and PLC £37.91). The CFOs award vested at a different level than the CEOs award as it relates to an award granted in 2015 before his appointment as an Executive Director with the performance measures and weighting as set out under heading (D) above. These have been translated into euros using the exchange rate on the date of vesting ( 1 = £0.8882).
Performance against targets:
(a) | For details of comparator group please see page 63. |
Further details of the GSIP and MCIP outcomes are described in the Chair Letter on page 47, with details of our stepped-up plans for shareholder value creation (and related treatment of inflight legacy awards) available on our website:
www.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017) |
On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 2017 will vest at 148% of initial target award levels (ie 74% of maximum for GSIP and 99% of maximum for MCIP (which is capped at 150% for the Executive Directors)).
(F) CONDITIONAL SUPPLEMENTAL PENSION
CEO (Paul Polman): Conditional supplemental pension provision agreed with Paul Polman on hiring, which will be paid on his retirement (or his death or total disability prior to retirement). Contributions are made at the rate of 12% of capped salary which, in 2017, was £976,028, resulting in contributions of £117,123.
(G) SHARE INCENTIVES DUTCH LAW REQUIREMENT
As per the Dutch requirements, these costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates and a 98% adjustment factor for GSIP shares and MCIP matching shares awarded in 2017, 2016 and 2015.
Annual Report on Form 20-F 2017 | Governance Report | 67 |
DIRECTORS REMUNERATION REPORT CONTINUED
SCHEME INTERESTS AWARDED IN THE YEAR
PLAN |
MCIP (a) Conditional matching share award made on 17 May 2017
|
GSIP (a) Conditional share award made on 13 February 2017 |
||||
BASIS OF AWARD |
Based on the level of 2016 annual bonus paid in 2017 invested by the CEO and CFO. The following numbers of matching shares were awarded on 17 May 2017 (b) :
CEO: PLC 0 NV 26,578
CFO: PLC 5,423 NV 5,423
Maximum vesting results in 150% of target awards vesting. |
The CEO received a target award of 200% of base salary.
CEO: PLC 30,532 NV 30,532
The CFO received a target award of 150% of base salary.
CFO: PLC 14,171 NV 14,171
Maximum vesting results in 200% of target awards vesting, which translates to a maximum vesting of 400% of base salary for the CEO and 300% of base salary for the CFO.
|
||||
MAXIMUM FACE VALUE OF AWARDS
|
CEO: £1,719,197 (c) CFO: £688,694 (c)
|
CEO: £4,095,997 (d) CFO: £1,901,099 (d)
|
||||
THRESHOLD VESTING (% of TARGET AWARD)
|
Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance. |
Four equally weighted long-term performance measures. For the three business-focused metrics, 25% of the target award vests for threshold performance. For the TSR measure, 50% of the target award vests for threshold performance.
|
||||
PERFORMANCE PERIOD
|
1 January 2017 31 December 2020 | 1 January 2017 31 December 2019 | ||||
DETAILS OF PERFORMANCE MEASURES |
Subject to four equally weighted performance measures: |
Subject to four equally weighted performance measures:
|
||||
|
|
|||||
Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the relevant performance period.
|
(a) | Please refer to our website for restated details of the equivalent tables from page 70 of the Directors Remuneration Report 2016, which incorrectly stated performance ranges. |
www.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017) |
(b) | Under MCIP, Executive Directors can choose whether they invest in PLC shares or NV shares or an equal number of shares in each. Executive Directors receive a corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each). On 17 May 2017, the CEO invested 60% (£1,119,888) and the CFO invested 60% (£453,750) of their 2016 annual bonus in MCIP investment shares. The CEO elected to invest fully in NV shares. The CFO elected to receive an equal number of shares in each of PLC and NV. |
(c) | Face values are calculated by multiplying the number of shares granted on 17 May 2017 by the share price on that day of PLC £41.54 and NV 49.25 respectively, assuming maximum performance and therefore maximum vesting of 150% for MCIP and then translating into sterling using an average exchange rate over 2017 of 1 = £0.8756. |
(d) | Face values are calculated by multiplying the number of shares granted on 13 February 2017 by the share price on that day of PLC £32.99 and NV 38.93 respectively, assuming maximum performance and therefore maximum vesting of 200% for GSIP and then translating into sterling using an average exchange rate over 2017 of 1 = £0.8756. |
68 | Governance Report | Annual Report on Form 20-F 2017 |
MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS (UNAUDITED)
The table below shows the Executive Directors share ownership against the minimum shareholding requirements as at 31 December 2017 and the interest in NV and PLC ordinary shares of Executive Directors and their connected persons as at 31 December 2017.
When calculating an Executive Directors personal shareholding the following methodology is used:
| Base salary at the date of measurement. |
| Shares in either Unilever PLC or Unilever N.V. (or a combination of both) will qualify provided they are personally owned by the Executive Director, by a member of his (immediate) family or by certain corporate bodies, trusts or partnerships as required by law from time to time (each a connected person). |
| Shares purchased under the MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the individuals name and are not subject to further restrictions. |
| Shares or entitlements to shares that are subject only to the Director remaining in employment will qualify on a net of tax basis. |
| Shares awarded on a conditional basis by way of the GSIP or MCIP will not qualify until the moment of vesting (ie once the precise number of shares is fixed after the three-year vesting period, or a four-year vesting period for the MCIP, has elapsed). |
| The shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition. The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange rates from the 60 calendar days prior to the measurement date. |
Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of employment at Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever. ULE members are required to build a shareholding of 400% of base salary (500% for the CEO). This requirement is 150% of base salary for the Top 100 management layer below ULE.
EXECUTIVE DIRECTORS AND THEIR CONNECTED PERSONS INTERESTS IN SHARES AND SHARE OWNERSHIP
Share ownership
guideline as % of |
Have guidelines |
Actual share
ownership as a % |
Shares held as at
1 January 2017 (b) |
Shares held as at
31 December 2017 (b) |
||||||||||||||||
base salary (as at
31 December 2017) |
been met (as at
31 December 2017)? |
of base salary (as at
31 December 2017) (a) |
NV | PLC | NV | PLC | ||||||||||||||
CEO: Paul Polman |
500 | Yes | 5,293% | 824,245 | 307,239 | 952,374 | 314,130 | |||||||||||||
CFO: Graeme Pitkethly |
400 | Yes | 641% | 32,189 | 42,908 | 44,496 | 55,797 |
(a) | Calculated based on the minimum shareholding requirements and methodology set out above and the base salaries as detailed for the CEO and CFO in section (A) on page 65. |
(b) | NV shares are ordinary 0.16 shares and PLC shares are ordinary 3 1 ⁄ 9 p shares. |
During the period between 31 December 2017 and 21 February 2018, the following changes in interests have occurred:
| Graeme Pitkethly purchased 7 PLC shares under the Unilever PLC ShareBuy Plan: 3 on 9 January 2018 at a share price of £40.795, and a further 4 on 8 February 2018 at a share price of £38.490; and |
| as detailed under headings (D) and (E) on page 67, on 13 February 2018: |
| Paul Polman acquired 46,878 NV shares following the vesting of his 2015 MCIP award, and 116,972 NV shares following the vesting of his 2015 GSIP award, in accordance with his share choice to receive 100% NV shares on the vesting of these awards; and |
| Graeme Pitkethly acquired 3,454 PLC shares following the vesting of his 2015 MCIP award, and 4,966 NV shares and 5,013 PLC shares following the vesting of his 2015 GSIP award. |
The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of NV and PLC are the same as for other holders of the class of shares indicated. As at 21 February 2018 none of the Directors (Executive and Non-Executive) or other ULE members shareholdings amounted to more than 1% of the issued shares in that class of share, excluding the holdings of the Leverhulme Trust and the Leverhulme Trade Charities Trust, which amounted to 5.7%. All shareholdings in the table above are beneficial. In addition, 68,531,182 shares are held by the Leverhulme Trust and 2,035,582 shares are held by the Leverhulme Trade Charities Trust, of which Paul Polman is a director.
INFORMATION IN RELATION TO OUTSTANDING SHARE INCENTIVE AWARDS
As at 31 December 2017, Paul Polman held awards over a total of 316,539 shares which are subject to performance conditions, and Graeme Pitkethly held awards over a total of 94,313 shares which are subject to performance conditions. There are no awards of shares without performance conditions and no awards in the form of options.
Annual Report on Form 20-F 2017 | Governance Report | 69 |
DIRECTORS REMUNERATION REPORT CONTINUED
MANAGEMENT CO-INVESTMENT PLAN
The following conditional shares vested during 2017 or were outstanding at 31 December 2017 under the MCIP:
Balance of
conditional shares at 1 January 2017 |
Conditional shares
awarded in 2017 (a) |
Balance
of
|
||||||||||||||||||||||||||||||||||||||
Share
type |
Original award |
Performance
1 January 2017 to
|
Price at award |
Dividend
shares accrued during the year (d) |
Vested in
2017 (e) |
Additional
shares earned in 2017 |
Price at
vesting |
Shares
lapsed |
No. of shares |
|||||||||||||||||||||||||||||||
Paul Polman |
NV | 116,723 | (b) | 26,578 | | 49.25 | 2,433 | 31,964 | 0 | | 38.805 | 13,699 | 100,071 | |||||||||||||||||||||||||||
PLC | 0 | (b) | 0 | £ | 41.54 | 0 | 0 | 0 | £ | 32.855 | 0 | 0 | ||||||||||||||||||||||||||||
Graeme Pitkethly |
NV | 7,369 | (c) | 5,423 | | 49.25 | 224 | 1,964 | 0 | | 38.805 | 374 | 10,678 | |||||||||||||||||||||||||||
PLC | 9,765 | (c) | 5,423 | £ | 41.54 | 326 | 1,983 | 0 | £ | 32.855 | 377 | 13,154 |
(a ) | Each award of conditional matching shares vests four years after the date of the award, subject to performance conditions (further details can be found on page 68. Awards are all subject to continued employment and maintenance of the underlying investment shares. Under MCIP, Executive Directors are able to choose whether they invest in PLC or NV shares or an equal number of shares in each. Executive Directors receive a corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each). On 17 May 2017, Paul Polman and Graeme Pitkethly each invested in the MCIP 60% of their annual bonus earned during 2016 and paid in 2017, and received a corresponding award of matching shares (which will vest, subject to performance, on 16 February 2021). |
(b) | This includes a grant of 41,775 NV shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 29,128 NV shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 39,318 NV shares made on 11 February 2016 (vesting 11 February 2019), and 6,502 NV shares from reinvested dividends accrued in prior years in respect of awards. |
(c ) | This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 2,139 of each of NV and PLC shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 2,215 PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant of 4,912 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 318 NV shares and 499 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(d) | Reflects reinvested dividend equivalents accrued during 2017 and subject to the same performance conditions as the underlying matching shares. |
(e) | The 14 February 2014 grant vested on 14 February 2017 at 70% for Paul Polman and 84% for Graeme Pitkethly. In accordance with Unilevers existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under MCIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares, and Graeme Pitkethly elected to receive his shares in the form of an equal number of shares in each of PLC and NV. |
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016) |
GLOBAL SHARE INCENTIVE PLAN
The following conditional shares vested during 2017 or were outstanding at 31 December 2017 under the GSIP:
Balance of
conditional shares at 1 January 2017 |
Conditional shares
awarded in 2017 (a) |
Balance of
conditional shares at 31 December 2017 |
||||||||||||||||||||||||||||||||||||||
Share
type |
Original award |
Performance
1 January 2017 to
|
Price at
award |
Dividend
the year (d) |
Vested in
2017 (e) |
Additional
shares earned in 2017 |
Price at
vesting |
Shares
lapsed |
No. of
shares |
|||||||||||||||||||||||||||||||
Paul Polman |
NV | 122,311 | (b) | 30,532 | | 38.93 | 2,809 | 33,437 | 0 | | 38.805 | 14,330 | 107,885 | |||||||||||||||||||||||||||
PLC | 123,129 | (b) | 30,532 | £ | 32.99 | 3,143 | 33,755 | 0 | £ | 32.855 | 14,466 | 108,583 | ||||||||||||||||||||||||||||
Graeme Pitkethly |
NV | 24,752 | (c) | 14,171 | | 38.93 | 886 | 3,915 | 0 | | 38.805 | 745 | 35,149 | |||||||||||||||||||||||||||
PLC | 24,874 | (c) | 14,171 | £ | 32.99 | 991 | 3,952 | 0 | £ | 32.855 | 752 | 35,332 |
(a) | Each award of conditional shares vests three years after the date of the award, subject to performance conditions (further details can be found on page 68. The 2017 award was made on 13 February 2017 (vesting 13 February 2020). |
(b) | This includes a grant of 43,700 of each of NV and PLC shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 36,497 of each of NV and PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant of 35,115 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 6,999 NV shares and 7,817 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(c) | This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 4,263 of each of NV and PLC shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 3,216 of each of NV and PLC shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 16,297 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 976 NV shares and 1,098 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
( d) | Reflects reinvested dividend equivalents accrued during 2017, subject to the same performance conditions as the underlying GSIP shares. |
(e) | The 14 February 2014 grant vested on 14 February 2017 at 70% for Paul Polman and 84% for Graeme Pitkethly. In accordance with Unilevers existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under GSIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 14 February 2014 PLC award was cancelled and converted and delivered to him as 33,749 NV shares (resulting in a total vesting for the 14 February grant of 67,186 NV shares). Graeme Pitkethly elected to receive his shares in the form of an equal number of shares in each of PLC and NV. |
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016) |
On 16 February 2018, under the GSIP Paul Polman received an award of 26,209 NV and 26,209 PLC performance-related shares, and Graeme Pitkethly received an award of 12,772 NV and 12,772 PLC performance-related shares.
70 | Governance Report | Annual Report on Form 20-F 2017 |
EXECUTIVE DIRECTORS SERVICE CONTRACTS
Starting dates of our Executive Directors service contracts:
| Paul Polman: 1 October 2008 (signed on 7 October 2008); and |
| Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015). |
Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months notice from Unilever or six months notice from the Executive Director. A payment in lieu of notice can be made of no more than one years base salary, fixed allowance and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our existing Remuneration Policy which is available on our website, and in our Remuneration Policy detailed above (in the event of its approval by shareholders).
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016) |
PAYMENTS TO FORMER DIRECTORS / PAYMENTS FOR LOSS OF OFFICE
There have been no payments to former Directors or payments for loss of office during the year.
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FOR NON-EXECUTIVE DIRECTORS
The Committee reviewed Non-Executive Director fee levels in 2017 against established external benchmarks, and noted that fee levels had essentially remained unchanged for six years (with the exception of Chairman and Vice Chairman fee levels, which had been adjusted on succession in those positions). Accordingly, the Committee recommended updating Non-Executive Director fee levels as set out in the table below, to be implemented with effect from the 2018 AGMs (with fees paid 50% by each of Unilever N.V. and Unilever PLC, at a constant GBP:EUR exchange rate of £1 = 1.2817):
Roles and responsibilities |
Current
Annual Fee £ |
Proposed
Increase £ p.a. |
Revised
Annual Fee £ |
Revised
Annual Fee |
||||||||||||
Basic Non-Executive Director Fee | 75,000 | 10,000 | 85,000 | 108,949 | ||||||||||||
Chairman (all inclusive) | 600,000 | 25,000 | 625,000 | 801,092 | ||||||||||||
Vice Chairman (modular) | 30,000 | 10,000 | 40,000 | 51,270 | ||||||||||||
Member of Nominating and Corporate Governance Committee | 10,000 | 5,000 | 15,000 | 19,226 | ||||||||||||
Member of Compensation Committee | 10,000 | 5,000 | 15,000 | 19,226 | ||||||||||||
Member of Corporate Responsibility Committee | 10,000 | 5,000 | 15,000 | 19,226 | ||||||||||||
Member of Audit Committee | 15,000 | 5,000 | 20,000 | 25,635 | ||||||||||||
Chair of Nominating and Corporate Governance Committee | 20,000 | 10,000 | 30,000 | 38,452 | ||||||||||||
Chair of Compensation Committee | 20,000 | 10,000 | 30,000 | 38,452 | ||||||||||||
Chair of Corporate Responsibility Committee | 20,000 | 10,000 | 30,000 | 38,452 | ||||||||||||
Chair of Audit Committee | 30,000 | 10,000 | 40,000 | 51,270 |
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses. Non-Executive Directors also receive expenses relating to the attendance of the Directors spouse or partner, when they are invited by Unilever.
Annual Report on Form 20-F 2017 | Governance Report | 71 |
DIRECTORS REMUNERATION REPORT CONTINUED
SINGLE FIGURE OF REMUNERATION IN 2017 FOR NON-EXECUTIVE DIRECTORS
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2016 and 2017.
2017 | 2016 | |||||||||||||||||||||||
Non-Executive Director |
|
Fees
000 |
(a)
|
|
Benefits
000 |
(b)
|
|
Total
remuneration 000 |
|
|
Fees
000 |
(a)
|
|
Benefits
000 |
(b)
|
|
Total
remuneration 000 |
|
||||||
Marijn Dekkers (c) |
727 | 13 | 740 | 502 | 18 | 520 | ||||||||||||||||||
Michael Treschow (d)(h) |
| | | 230 | 5 | 235 | ||||||||||||||||||
Nils Andersen |
109 | 3 | 112 | 111 | 17 | 128 | ||||||||||||||||||
Laura Cha |
107 | | 107 | 119 | | 119 | ||||||||||||||||||
Vittorio Colao |
103 | | 103 | 107 | | 107 | ||||||||||||||||||
Louise Fresco (g) |
38 | | 38 | 119 | | 119 | ||||||||||||||||||
Ann Fudge (f) |
151 | 24 | 175 | 157 | | 157 | ||||||||||||||||||
Judith Hartmann |
109 | 3 | 112 | 113 | 9 | 122 | ||||||||||||||||||
Mary Ma |
105 | | 105 | 113 | | 113 | ||||||||||||||||||
Strive Masiyiwa (e) |
111 | | 111 | 71 | | 71 | ||||||||||||||||||
Youngme Moon |
103 | | 103 | 71 | | 71 | ||||||||||||||||||
Hixonia Nyasulu (h) |
| | | 38 | | 38 | ||||||||||||||||||
John Rishton (i) |
127 | | 127 | 132 | 8 | 140 | ||||||||||||||||||
Feike Sijbesma (j) |
127 | | 127 | 132 | | 132 | ||||||||||||||||||
Total |
1,917 | 43 | 1,960 | 2,015 | 57 | 2,072 |
(a ) | This includes fees received from NV in euros and PLC in sterling for 2016 and 2017 respectively. Includes basic Non-Executive Director fee and Committee chairmanship and/or membership. |
(b) | The only benefit received relates to travel by spouses or partners where they are invited by Unilever. |
(c) | Chairman with effect from 21 April 2016. |
(d) | Chairman until 21 April 2016. |
(e) | Chair, Corporate Responsibility Committee from 27 April 2017. |
(f) | Vice Chairman and Chair of the Compensation Committee. |
(g ) | Chair, Corporate Responsibility Committee until 27 April 2017 (retired from the Boards at the April 2017 AGMs). |
(h) | Retired from the Boards at the April 2016 AGMs. |
(i ) | Chair, Audit Committee. |
(j) | Chair, Nominating and Corporate Governance Committee. |
We do not grant our Non-Executive Directors any personal loans or guarantees, nor are they entitled to any severance payments.
NON-EXECUTIVE DIRECTORS INTERESTS IN SHARES
Non-Executive Directors are encouraged to build up a personal shareholding of at least 1 x their annual fees over the five years from 1 January 2012 (or appointment if later). The table shows the interests in NV and PLC ordinary shares of Non-Executive Directors and their connected persons as at 31 December 2017. There has been no change in these interests between 31 December 2017 and 21 February 2018 (other than Laura Cha, who bought 2,000 NV shares on 2 February 2018 at a share price of 47.11).
Share type |
Shares held at
1 January 2017 |
Shares held at
31 December 2017 |
||||||||||
Marijn Dekkers |
NV NY | 20,000 | 20,000 | |||||||||
PLC ADRs | - | - | ||||||||||
Nils Andersen |
NV | 6,014 | 6,014 | |||||||||
PLC | - | - | ||||||||||
Laura Cha |
NV | 310 | 660 | |||||||||
PLC | 208 | 858 | ||||||||||
Vittorio Colao |
NV | 3,600 | 4,600 | |||||||||
PLC | - | - | ||||||||||
Louise Fresco |
NV | 1,800 | 1,800 | (a) | ||||||||
PLC | - | - | (a) | |||||||||
Ann Fudge |
NV NY | 196 | 282 | |||||||||
PLC ADRs | 5,000 | 5,000 |
Share type |
Shares held at
1 January 2017 |
Shares held at
31 December 2017 |
||||||||||
Judith Hartmann |
NV | 1,000 | 2,500 | |||||||||
PLC | - | - | ||||||||||
Mary Ma |
NV | - | 860 | |||||||||
PLC | 400 | 860 | ||||||||||
Strive Masiyiwa |
NV | - | - | |||||||||
PLC | - | 1,130 | ||||||||||
Youngme Moon |
NV NY | 2,000 | 2,000 | |||||||||
PLC ADRs | - | - | ||||||||||
John Rishton |
NV | 3,340 | 3,340 | |||||||||
PLC | - | 2,000 | ||||||||||
Feike Sijbesma |
NV | 10,000 | 10,000 | |||||||||
PLC | - | - |
(a ) | Shares held at 27 April 2017 (the date by which Louise Fresco retired from the Boards). |
72 | Governance Report | Annual Report on Form 20-F 2017 |
NON-EXECUTIVE DIRECTORS LETTERS OF APPOINTMENT
All Non-Executive Directors were reappointed to the Boards at the 2017 AGMs, with the exception of Louise Fresco (who retired from the Boards in 2017).
Non-Executive Director |
|
Date first appointed
to the Board |
|
|
Effective date of
current appointment |
(a) |
||
Marijn Dekkers |
21 April 2016 | 27 April 2017 | ||||||
Nils Andersen |
30 April 2015 | 27 April 2017 | ||||||
Laura Cha |
15 May 2013 | 27 April 2017 | ||||||
Vittorio Colao |
1 July 2015 | 27 April 2017 | ||||||
Louise Fresco |
14 May 2009 | n/a | ||||||
Ann Fudge |
14 May 2009 | 27 April 2017 | ||||||
Judith Hartmann |
30 April 2015 | 27 April 2017 | ||||||
Mary Ma |
15 May 2013 | 27 April 2017 | ||||||
Strive Masiyiwa |
21 April 2016 | 27 April 2017 | ||||||
Youngme Moon |
21 April 2016 | 27 April 2017 | ||||||
John Rishton |
15 May 2013 | 27 April 2017 | ||||||
Feike Sijbesma |
1 November 2014 | 27 April 2017 |
(a) | The unexpired term for all Non-Executive Directors letters of appointment is the period up to the 2018 AGMs, as they all, unless they are retiring, submit themselves for annual reappointment. |
OTHER DISCLOSURES RELATED TO DIRECTORS REMUNERATION
SERVING AS A NON-EXECUTIVE ON THE BOARD OF ANOTHER COMPANY
Executive Directors serving as non-executive directors on the boards of other companies are permitted to retain all remuneration and fees earned from outside directorships subject to a maximum of one outside listed directorship (see Independence and Conflicts on page 35 for further details).
Paul Polman is a non-executive director of DowDuPont Inc. (formerly The Dow Chemical Company) and received an annual fee of 102,399 ($115,000) based on the average exchange rate over the year 2017 of 1 = $0.8904. In addition, he received a restricted award of 2,750 ordinary shares with a nominal value of $2.50 per share in the capital of DowDuPont Inc. The shares include the rights to vote and to receive dividends thereon. The shares cannot be sold or transferred until Paul Polman leaves the board of directors of DowDuPont Inc., and in any case not earlier than 12 May 2019.
NINE-YEAR HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE
The graph below includes:
| growth in the value of a hypothetical £100 holding over nine years FTSE 100 comparison based on 30-trading-day average values; and |
| growth in the value of a hypothetical 100 investment over nine years AEX comparison based on 30-trading-day average values. |
The Committee has decided to show Unilevers performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX), Amsterdam as these are the most relevant indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent of both these indices.
Annual Report on Form 20-F 2017 | Governance Report | 73 |
DIRECTORS REMUNERATION REPORT CONTINUED
CEO SINGLE FIGURE NINE-YEAR HISTORY
The table below shows the nine-year history of the CEO single figure of total remuneration:
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||||||||||||||
CEO |
||||||||||||||||||||||||||||||||||||
Single figure of total remuneration ( 000) |
3,859 | 6,292 | 6,010 | 7,852 | 7,740 | 9,561 | 10,296 | 8,370 | 11,661 | |||||||||||||||||||||||||||
Annual bonus award rates against
maximum opportunity |
82 | % | 80 | % | 68 | % | 100 | % | 78 | % | 66 | % | 92 | % | 92 | % | 100% | |||||||||||||||||||
GSIP performance shares vesting rates
against maximum opportunity |
n/a | 47 | % | 44 | % | 55 | % | 64 | % | 61 | % | 49 | % | 35 | % | 74% | ||||||||||||||||||||
MCIP matching shares vesting rates
against maximum opportunity |
n/a | n/a | n/a | n/a | n/a | 81 | % | 65 | % | 47 | % | 99% | ||||||||||||||||||||||||
Share Matching Plan vesting rates against
maximum opportunity (a) |
100 | % | 100 | % | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
(a) | Shown in year of award. |
PERCENTAGE CHANGE IN REMUNERATION OF EXECUTIVE DIRECTORS (CEO/CFO)
The table below shows the percentage change from 2016 to 2017 for base salary, bonus and benefits (excluding pension) for the CEO, CFO and all UK and Dutch management in Unilever. The subset of UK and Dutch management has been used as a fair representation of our dual listing status.
% change from 2016 to 2017 | Salary | Bonus |
Benefits
(not including pension) |
|||||||||
CEO (a)(b) |
-6.9% | 0.8% | 5.0% | |||||||||
CFO (a)(c) |
-2.2% | 21.1% | -5.5% | |||||||||
UK and Dutch management (d) |
3.0% | 31.4% | 5.6% |
(a) | Calculated using the data from the Executive Directors single figure table on page 65 (for information on exchange rates please see the footnotes in that table). |
(b) | It is noted that although the CEOs salary has decreased in the above table, this is due to currency movements, rather than any change in remuneration amounts, as his salary denominated in sterling remained the same in 2016 and 2017. |
(c) | To enable meaningful comparison of the CFOs pay between 2016 and 2017, the CFOs 2016 salary and benefits (as disclosed in the 2016 Directors Remuneration Report, page 67) have been extrapolated to cover the whole year from 1 January to 31 December 2016, notwithstanding that Graham Pitkethly was only appointed as an Executive Director of the Boards of NV and PLC (and paid as such) with effect from 21 April 2016. The CFOs year-on-year change in bonus is driven by a higher bonus performance ratio and higher personal performance multiplier for 2017. |
(d) | Figures for UK and Dutch management have also been affected by significant changes in the average sterling:euro exchange rates for 2016 and 2017, and a higher bonus performance ratio (with benefits also increasing due to the introduction of the new Reward Framework for our Top 500 managers in 2017). |
EXECUTIVE DIRECTORS (CEO/CFO) PAY RATIO COMPARISON
The table below provides a more detailed breakdown of the fixed and variable pay elements (excluding pension) for each of our UK and Dutch management Work Levels, showing how each management Work Level compares to the CEO and CFO in 2017 (with equivalent figures from 2016 included in the adjacent table for comparison purposes).
74 | Governance Report | Annual Report on Form 20-F 2017 |
Figures for the CEO and CFO are calculated using the data from the Executive Directors single figure table on page 65. To enable meaningful comparison of the CFOs pay between 2016 and 2017, the CFOs 2016 salary and benefits (as disclosed in the 2016 Directors Remuneration Report, page 67) have been extrapolated to cover the whole year from 1 January to 31 December 2016, notwithstanding that Graeme Pitkethly was only appointed as an Executive Director of the Boards of NV and PLC (and paid as such) with effect from 21 April 2016; we have used the CFOs actual variable pay figures for the relevant years (which reflect his lower awards and vesting rates for GSIP and MCIP prior to being promoted to CFO, as set out on page 67 above for 2017 and in the 2016 Directors Remuneration Report, page 69). We have applied a similar approach for WL6, calculating averages based on actual variable pay awards and corresponding vesting rates.
Variable pay figures for our other management Work Levels WL2-5 are calculated using: target annual bonus values multiplied by the actual bonus performance ratio for the respective year (so disregarding personal performance multipliers, which equal out across the population as a whole); target GSIP values (multiplied by the actual GSIP performance ratio for the respective year, based on closing share prices on the vesting date); and MCIP values calculated at an average 45% investment of bonus for WL3 employees and 60% for WL4-5 employees (with vesting again at actual MCIP performance ratio, based on closing share prices on the vesting date).
Changes in pay ratios between 2016 and 2017 reflect a higher bonus performance ratio in 2017 (122%, compared to 110% in 2016), and higher GSIP and MCIP vesting outcomes (which play an increasing part in total reward from WL3 upwards, particularly with the introduction of the new Reward Framework for our WL4-6 employees in 2017). As the new Reward Framework is rolled out to WL3 employees and an invitation to participate in MCIP is extended to WL2 employees in 2018, we expect to see this reflected in future charts accordingly. Year-on-year comparisons also reflect significant changes in the average sterling:euro exchange rates for 2016 and 2017; where relevant, amounts for 2017 have been translated using the average exchange rate over 2017 ( 1 = £0.8756), and amounts for 2016 have been translated using the average exchange rate over 2016 ( 1 = £0.8152).
For this comparison, pension costs have been excluded for UK and Dutch management staff because these include some defined benefit pension plan elements, the actual cost of which to the company varies year by year. For the Executive Directors, pension costs are a proportionately smaller element of the total compensation package (see single figure table on page 65) than for UK and Dutch management staff. Excluding pension costs in this comparison consequently increases the pay ratio relative to WL2-4.
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying earnings represent the underlying profit attributable to Unilever shareholders, adjusted to eliminate various items, and provides a good reference point to compare spend on pay.
* | In calculating underlying profit attributable to shareholders equity, net profit attributable to shareholders equity is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 107 for details). |
THE COMPENSATION COMMITTEE
The Committees membership was further refreshed in 2017. Ann Fudge (Chair), Marijn Dekkers and Vittorio Colao all served throughout this period, while Strive Masiyiwa stepped down from the Committee on 27 April 2017, with his place being taken by Mary Ma on the same date.
The Committee reviewed its terms of reference during the year. The Committees revised terms of reference are contained within The Governance of Unilever, and are also set out on our website.
|
www.unilever.com/investor-relations/agm-and-corporate-governance/ |
As part of the Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. While overall the Committee members concluded that the Committee is performing effectively, the Committee has agreed to further enhance its effectiveness by reviewing progress in implementing the new Reward Framework below senior management levels, adding a knowledge session for HR/compensation strategy for 2018, and considering the skill mix of members in the context of Committee Chair succession.
Annual Report on Form 20-F 2017 | Governance Report | 75 |
DIRECTORS REMUNERATION REPORT CONTINUED
ADVISERS
While it is the Committees responsibility to exercise independent judgement, the Committee does request advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.
The Committee appointed Tom Gosling of PricewaterhouseCoopers (PwC) following a tender process to provide independent advice on various matters it considered. During 2017, the wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, other tax-related services, contract compliance reviews, internal audit advice and secondees, third-party risk and compliance advice, cyber security advice, sustainability assurance and consulting; PwC has also been assisting with financial due diligence on M&A transactions undertaken by the Unilever Group. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available online.
|
www.remunerationconsultantsgroup.com | (Code of Conduct: Executive Remuneration Consulting) |
The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have connections with Unilever N.V. or Unilever PLC that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the Committee in the year to 31 December 2017 were £59,400. This figure is calculated based on time spent and expenses incurred for the majority of advice provided, but on occasion for specific projects a fixed fee may be agreed.
During the year, the Committee also sought input from the CEO (Paul Polman), the Chief Human Resources Officer (Leena Nair) and the EVP Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior management. No individual Executive Director was present when their own remuneration was being determined to ensure a conflict of interest did not arise, although the Committee has separately sought and obtained Executive Directors own views when determining the amount and structure of their remuneration before recommending individual packages to the Board for approval. The Committee also received legal and governance advice from the former Group Secretary (Tonia Lovell) and General Counsel - Executive Remuneration & Employment (Margot Fransen).
SHAREHOLDER VOTING
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table sets out actual voting in respect of our previous report:
Voting outcome (% of votes)
|
For
|
Against
|
||||||||
2016 Directors Remuneration Report (excluding the Directors Remuneration Policy) (2017 AGM) (a) |
PLC | 98.14% | 1.86% | |||||||
2016 Directors Remuneration Policy (2017 AGM) (b) |
PLC | 95.83% | 4.17% | |||||||
2016 Directors Remuneration Policy (2017 AGM) (c) |
NV | 97.90% | 2.10% |
(a) | 7,780,454 votes were withheld (approximately 0.61% of share capital). |
(b) | 1,634,396 votes were withheld (approximately 0.13% of share capital). |
(c) | 131,936,737 votes were withheld (approximately 7.05% of share capital). |
The Directors Remuneration Report is not subject to a shareholder vote in the Netherlands. It has been approved by the Boards, and signed on their behalf by Ritva Sotamaa, Chief Legal Officer and Group Secretary.
76 | Governance Report | Annual Report on Form 20-F 2017 |
STATEMENT OF DIRECTORS RESPONSIBILITIES
ANNUAL ACCOUNTS
The Directors are required by Part 9 of Book 2 of the Civil Code in the Netherlands and by the UK Companies Act 2006 to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Unilever Group, and the NV and PLC entities, as at the end of the financial year and of the profit or loss and cash flows for that year.
The Directors consider that, in preparing the accounts, the Group and the NV and PLC entities have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board (in the case of the consolidated financial statements), Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and Dutch law (in the case of the NV parent company accounts) which they consider to be applicable have been followed.
The Directors have responsibility for ensuring that NV and PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply with the relevant legislation. They also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.
This statement, which should be read in conjunction with the Independent Auditors reports, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.
A copy of the financial statements of the Unilever Group is placed on our website at www.unilever.com/investorrelations . The maintenance and integrity of the website are the responsibility of the Directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the UK and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
INDEPENDENT AUDITORS AND DISCLOSURE OF INFORMATION TO AUDITORS
UK law sets out additional responsibilities for the Directors of PLC regarding disclosure of information to auditors. To the best of each of the Directors knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on PLCs consolidated and parent company accounts has been provided. Each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that Unilever PLCs auditors are aware of any such information.
DIRECTORS RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of his or her knowledge:
| The Unilever Annual Report and Accounts 2017, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Groups position and performance, business model and strategy; |
| The financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board (in the case of the consolidated financial statements) and Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and UK accounting standards and Part 9 of Book 2 of the Dutch Civil Code (in the case of the NV parent company accounts), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and |
| The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. |
The Directors and their roles are listed on pages 3 and 34.
GOING CONCERN
The activities of the Group, together with the factors likely to affect its future development, performance, the financial position of the Group, its cash flows, liquidity position and borrowing facilities are described on pages 1 to 25. In addition, we describe in notes 15 to 18 on pages 115 to 130 the Groups objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. Although not assessed over the same period as going concern, the viability of the Group has been assessed on page 27.
The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain outlook.
After making enquiries, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Annual Report and Accounts.
INTERNAL AND DISCLOSURE CONTROLS AND PROCEDURES
Please refer to page 27 for a discussion of Unilevers principal risk factors and to pages 28 to 31 for commentary on the Groups approach to risk management and control.
Annual Report on Form 20-F 2017 | Financial Statements | 77 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
UNILEVER N.V. AND UNILEVER PLC
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of the Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2017 and 2016, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2017 and the related notes on pages 86 to 145 of the Unilever Groups Annual Report (excluding note 26 on page 137) and the Guarantor financial information included in the Guarantor Statements on pages 170 to 174 of this Form 20-F (hereafter referred to as Consolidated Financial Statements). We also have audited the Unilever Groups internal control over financial reporting as of 31 December 2017, based on criteria established in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of the Unilever Group as of 31 December 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2017, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, the Unilever Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Unilever Group acquired Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidts Naturals on 1 November 2017, 1 December 2017, 11 December 2017, 18 December 2017 and 31 December 2017, respectively, and management excluded from its assessment of the effectiveness of the Unilever Groups internal control over financial reporting as of 31 December 2017, Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidts Naturals internal control over financial reporting associated with approximately 7.8% of Unilever Groups total assets as at 31 December 2017 and approximately 0.17% of Unilever Groups turnover included in the Consolidated Financial Statements of the Unilever Group as of and for the year ended 31 December 2017. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidts Naturals.
BASIS FOR OPINION
The Unilever Groups management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting included on page 168 of this Form 20-F. Our responsibility is to express an opinion on the Unilever Groups Consolidated Financial Statements and an opinion on the Unilever Groups internal control over financial reporting based on our audits. We are public accounting firms registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
KPMG LLP | KPMG Accountants N.V. | |
London, United Kingdom
/s/ KPMG LLP |
Amsterdam, the Netherlands
/s/ KPMG Accountants N.V. |
|
We have served as auditors of the Unilever Group since 2014
23 February 2018 |
78 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 79 |
THIS PAGE INTENTIONALLY
LEFT BLANK
80 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 81 |
THIS PAGE INTENTIONALLY
LEFT BLANK
82 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 83 |
THIS PAGE INTENTIONALLY
LEFT BLANK
84 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 85 |
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
for the year ended 31 December
Notes |
million
2017 |
million
2016 |
million
2015 |
|||||||||||
Turnover |
2 | 53,715 | 52,713 | 53,272 | ||||||||||
Operating profit |
2 | 8,857 | 7,801 | 7,515 | ||||||||||
After (charging)/crediting non-underlying items |
3 | (543 | ) | (823 | ) | (796 | ) | |||||||
Net finance costs
|
5 | (877 | ) | (563 | ) | (493 | ) | |||||||
Finance income |
157 | 115 | 144 | |||||||||||
Finance costs |
(556 | ) | (584 | ) | (516 | ) | ||||||||
Pensions and similar obligations |
(96 | ) | (94 | ) | (121 | ) | ||||||||
Net finance cost non-underlying items
|
3 | (382 | ) | - | - | |||||||||
Share of net profit/(loss) of joint ventures and associates |
11 | 155 | 127 | 107 | ||||||||||
Other income/(loss) from non-current investments and associates |
18 | 104 | 91 | |||||||||||
Profit before taxation |
8,153 | 7,469 | 7,220 | |||||||||||
Taxation |
6A | (1,667 | ) | (1,922 | ) | (1,961 | ) | |||||||
After crediting tax impact of non-underlying items |
3 | 655 | 213 | 180 | ||||||||||
Net profit |
6,486 | 5,547 | 5,259 | |||||||||||
Attributable to: |
||||||||||||||
Non-controlling interests |
433 | 363 | 350 | |||||||||||
Shareholders equity |
6,053 | 5,184 | 4,909 | |||||||||||
Combined earnings per share |
7 | |||||||||||||
Basic earnings per share ( ) |
2.16 | 1.83 | 1.73 | |||||||||||
Diluted earnings per share ( ) |
2.15 | 1.82 | 1.72 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
Notes |
million
2017 |
million
2016 |
million 2015 |
|||||||||||
Net profit |
6,486 | 5,547 | 5,259 | |||||||||||
Other comprehensive income |
6C | |||||||||||||
Items that will not be reclassified to profit or loss: |
||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
15B | 1,282 | (980 | ) | 884 | |||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||
Currency retranslation gains/(losses) net of tax (a) |
15B | (983 | ) | 217 | (481 | ) | ||||||||
Fair value gains/(losses) on financial instruments net of tax |
15B | (75 | ) | (15 | ) | 100 | ||||||||
Total comprehensive income |
6,710 | 4,769 | 5,762 | |||||||||||
Attributable to: |
||||||||||||||
Non-controlling interests |
381 | 374 | 357 | |||||||||||
Shareholders equity |
6,329 | 4,395 | 5,405 |
(a) | Includes fair value gains/(losses) on net investment hedges and exchange differences in net investments in foreign operations of (909) million (2016: (365) million; 2015: 617 million). |
References in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages 90 to 145, which form an integral part of the consolidated financial statements.
86 | Financial Statements | Annual Report on Form 20-F 2017 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
million | million | million | million | million | million | million | ||||||||||||||||||||||
Consolidated statement of changes in equity |
Called up
share capital |
Share
premium account |
Other reserves |
Retained
profit |
Total |
Non-
controlling interests |
Total equity |
|||||||||||||||||||||
31 December 2014 |
484 | 145 | (7,538 | ) | 20,560 | 13,651 | 612 | 14,263 | ||||||||||||||||||||
Profit or loss for the period |
- | - | - | 4,909 | 4,909 | 350 | 5,259 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
- | - | 100 | - | 100 | - | 100 | |||||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
- | - | - | 882 | 882 | 2 | 884 | |||||||||||||||||||||
Currency retranslation gains/(losses) |
- | - | (377 | ) | (109 | ) | (486 | ) | 5 | (481 | ) | |||||||||||||||||
Total comprehensive income |
- | - | (277 | ) | 5,682 | 5,405 | 357 | 5,762 | ||||||||||||||||||||
Dividends on ordinary capital |
- | - | - | (3,404 | ) | (3,404 | ) | - | (3,404 | ) | ||||||||||||||||||
Movements in treasury shares (b) |
- | - | 6 | (282 | ) | (276 | ) | - | (276 | ) | ||||||||||||||||||
Share-based payment credit (c) |
- | - | - | 150 | 150 | - | 150 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
- | - | - | - | - | (326 | ) | (326 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
- | 7 | - | - | 7 | - | 7 | |||||||||||||||||||||
Other movements in equity |
- | - | (7 | ) | (87 | ) | (94 | ) | - | (94 | ) | |||||||||||||||||
31 December 2015 |
484 | 152 | (7,816 | ) | 22,619 | 15,439 | 643 | 16,082 | ||||||||||||||||||||
Profit or loss for the period |
- | - | - | 5,184 | 5,184 | 363 | 5,547 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
- | - | (15 | ) | - | (15 | ) | - | (15 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
- | - | - | (980 | ) | (980 | ) | - | (980 | ) | ||||||||||||||||||
Currency retranslation gains/(losses) |
- | - | 189 | 17 | 206 | 11 | 217 | |||||||||||||||||||||
Total comprehensive income |
- | - | 174 | 4,221 | 4,395 | 374 | 4,769 | |||||||||||||||||||||
Dividends on ordinary capital |
- | - | - | (3,600 | ) | (3,600 | ) | - | (3,600 | ) | ||||||||||||||||||
Movements in treasury shares (b) |
- | - | (45 | ) | (213 | ) | (258 | ) | - | (258 | ) | |||||||||||||||||
Share-based payment credit (c) |
- | - | - | 198 | 198 | - | 198 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
- | - | - | - | - | (364 | ) | (364 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
- | (18 | ) | - | - | (18 | ) | - | (18 | ) | ||||||||||||||||||
Other movements in equity |
- | - | 244 | (46 | ) | 198 | (27 | ) | 171 | |||||||||||||||||||
31 December 2016 |
484 | 134 | (7,443 | ) | 23,179 | 16,354 | 626 | 16,980 | ||||||||||||||||||||
Profit or loss for the period |
- | - | - | 6,053 | 6,053 | 433 | 6,486 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
- | - | (76 | ) | - | (76 | ) | 1 | (75 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
- | - | - | 1,282 | 1,282 | - | 1,282 | |||||||||||||||||||||
Currency retranslation gains/(losses) |
- | - | (903 | ) | (27 | ) | (930 | ) | (53 | ) | (983 | ) | ||||||||||||||||
Total comprehensive income |
- | - | (979 | ) | 7,308 | 6,329 | 381 | 6,710 | ||||||||||||||||||||
Dividends on ordinary capital |
- | - | - | (3,916 | ) | (3,916 | ) | - | (3,916 | ) | ||||||||||||||||||
Repurchase of shares (a) |
- | - | (5,014 | ) | - | (5,014 | ) | - | (5,014 | ) | ||||||||||||||||||
Other movements in treasury shares (b) |
- | - | (30 | ) | (174 | ) | (204 | ) | - | (204 | ) | |||||||||||||||||
Share-based payment credit (c) |
- | - | - | 284 | 284 | - | 284 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
- | - | - | - | - | (345 | ) | (345 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
- | (4 | ) | - | - | (4 | ) | - | (4 | ) | ||||||||||||||||||
Other movements in equity |
- | - | (167 | ) | (33 | ) | (200 | ) | 96 | (104 | ) | |||||||||||||||||
31 December 2017 |
484 | 130 | (13,633 | ) | 26,648 | 13,629 | 758 | 14,387 |
(a) | Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 6 April 2017 (refer note 24 on page 137). At 31 December 2017 these shares have not been cancelled and are recognised as treasury shares. |
(b) | Includes purchases and sales of treasury shares other than the share buyback programme, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences between exercise and grant price of share options. |
(c) | The share-based payment credit relates to the non-cash charge recorded in operating profit in respect of the fair value of share options and awards granted to employees. |
Annual Report on Form 20-F 2017 | Financial Statements | 87 |
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
as at 31 December
Notes |
million
2017 |
million
2016 |
||||||||||
Assets |
||||||||||||
Non-current assets |
||||||||||||
Goodwill |
9 | 16,881 | 17,624 | |||||||||
Intangible assets |
9 | 11,520 | 9,809 | |||||||||
Property, plant and equipment |
10 | 10,411 | 11,673 | |||||||||
Pension asset for funded schemes in surplus |
4B | 2,173 | 694 | |||||||||
Deferred tax assets |
6B | 1,085 | 1,354 | |||||||||
Financial assets |
17A | 675 | 673 | |||||||||
Other non-current assets |
11 | 557 | 718 | |||||||||
43,302 | 42,545 | |||||||||||
Current assets |
||||||||||||
Inventories |
12 | 3,962 | 4,278 | |||||||||
Trade and other current receivables |
13 | 5,222 | 5,102 | |||||||||
Current tax assets |
488 | 317 | ||||||||||
Cash and cash equivalents |
17A | 3,317 | 3,382 | |||||||||
Other financial assets |
17A | 770 | 599 | |||||||||
Assets held for sale |
22 | 3,224 | 206 | |||||||||
16,983 | 13,884 | |||||||||||
Total assets |
60,285 | 56,429 | ||||||||||
Liabilities |
||||||||||||
Current liabilities |
||||||||||||
Financial liabilities |
15C | 7,968 | 5,450 | |||||||||
Trade payables and other current liabilities |
14 | 13,426 | 13,871 | |||||||||
Current tax liabilities |
1,088 | 844 | ||||||||||
Provisions |
19 | 525 | 390 | |||||||||
Liabilities held for sale |
22 | 170 | 1 | |||||||||
23,177 | 20,556 | |||||||||||
Non-current liabilities |
||||||||||||
Financial liabilities |
15C | 16,462 | 11,145 | |||||||||
Non-current tax liabilities |
118 | 120 | ||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||
Funded schemes in deficit |
4B | 1,225 | 2,163 | |||||||||
Unfunded schemes |
4B | 1,509 | 1,704 | |||||||||
Provisions |
19 | 794 | 1,033 | |||||||||
Deferred tax liabilities |
6B | 1,913 | 2,061 | |||||||||
Other non-current liabilities |
14 | 700 | 667 | |||||||||
22,721 | 18,893 | |||||||||||
Total liabilities |
45,898 | 39,449 | ||||||||||
Equity |
||||||||||||
Shareholders equity |
||||||||||||
Called up share capital |
15A | 484 | 484 | |||||||||
Share premium account |
130 | 134 | ||||||||||
Other reserves |
15B | (13,633 | ) | (7,443 | ) | |||||||
Retained profit |
26,648 | 23,179 | ||||||||||
13,629 | 16,354 | |||||||||||
Non-controlling interests |
758 | 626 | ||||||||||
Total equity |
14,387 | 16,980 | ||||||||||
Total liabilities and equity |
60,285 | 56,429 |
These financial statements have been approved by the Directors.
The Board of Directors
23 February 2018
88 | Financial Statements | Annual Report on Form 20-F 2017 |
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December
million | million | million | ||||||||||||||
Notes | 2017 | 2016 | 2015 | |||||||||||||
Net profit |
6,486 | 5,547 | 5,259 | |||||||||||||
Taxation |
1,667 | 1,922 | 1,961 | |||||||||||||
Share of net profit of joint ventures/associates and other income/(loss) from
non-current
investments
|
(173 | ) | (231 | ) | (198 | ) | ||||||||||
Net finance costs |
5 | 877 | 563 | 493 | ||||||||||||
Operating profit |
8,857 | 7,801 | 7,515 | |||||||||||||
Depreciation, amortisation and impairment |
1,538 | 1,464 | 1,370 | |||||||||||||
Changes in working capital: |
(68 | ) | 51 | 720 | ||||||||||||
Inventories |
(104 | ) | 190 | (129 | ) | |||||||||||
Trade and other receivables |
(506 | ) | 142 | 2 | ||||||||||||
Trade payables and other liabilities |
542 | (281 | ) | 847 | ||||||||||||
Pensions and similar obligations less payments |
(904 | ) | (327 | ) | (385 | ) | ||||||||||
Provisions less payments |
200 | 65 | (94 | ) | ||||||||||||
Elimination of (profits)/losses on disposals |
(298 | ) | 127 | 26 | ||||||||||||
Non-cash charge for share-based compensation |
284 | 198 | 150 | |||||||||||||
Other adjustments |
(153 | ) | (81 | ) | 49 | |||||||||||
Cash flow from operating activities |
9,456 | 9,298 | 9,351 | |||||||||||||
Income tax paid |
(2,164 | ) | (2,251 | ) | (2,021 | ) | ||||||||||
Net cash flow from operating activities |
7,292 | 7,047 | 7,330 | |||||||||||||
Interest received |
154 | 105 | 119 | |||||||||||||
Purchase of intangible assets |
(158 | ) | (232 | ) | (334 | ) | ||||||||||
Purchase of property, plant and equipment |
(1,509 | ) | (1,804 | ) | (1,867 | ) | ||||||||||
Disposal of property, plant and equipment |
46 | 158 | 127 | |||||||||||||
Acquisition of group companies, joint ventures and associates |
(4,896 | ) | (1,731 | ) | (1,897 | ) | ||||||||||
Disposal of group companies, joint ventures and associates |
561 | 30 | 199 | |||||||||||||
Acquisition of other non-current investments |
(317 | ) | (208 | ) | (78 | ) | ||||||||||
Disposal of other non-current investments |
251 | 173 | 127 | |||||||||||||
Dividends from joint ventures, associates and other non-current investments |
138 | 186 | 176 | |||||||||||||
(Purchase)/sale of financial assets |
(149 | ) | 135 | (111 | ) | |||||||||||
Net cash flow (used in)/from investing activities |
(5,879 | ) | (3,188 | ) | (3,539 | ) | ||||||||||
Dividends paid on ordinary share capital |
(3,916 | ) | (3,609 | ) | (3,331 | ) | ||||||||||
Interest and preference dividends paid |
(470 | ) | (472 | ) | (579 | ) | ||||||||||
Net change in short-term borrowings |
2,695 | 258 | 245 | |||||||||||||
Additional financial liabilities |
8,851 | 6,761 | 7,566 | |||||||||||||
Repayment of financial liabilities |
(2,604 | ) | (5,213 | ) | (6,270 | ) | ||||||||||
Capital element of finance lease rental payments |
(14 | ) | (35 | ) | (14 | ) | ||||||||||
Buy back of preference shares |
25 | (448 | ) | - | - | |||||||||||
Repurchase of shares |
24 | (5,014 | ) | - | - | |||||||||||
Other movements on treasury shares |
(204 | ) | (257 | ) | (276 | ) | ||||||||||
Other financing activities |
(309 | ) | (506 | ) | (373 | ) | ||||||||||
Net cash flow (used in)/from financing activities |
(1,433 | ) | (3,073 | ) | (3,032 | ) | ||||||||||
Net increase/(decrease) in cash and cash equivalents |
(20 | ) | 786 | 759 | ||||||||||||
Cash and cash equivalents at the beginning of the year |
3,198 | 2,128 | 1,910 | |||||||||||||
Effect of foreign exchange rate changes |
(9 | ) | 284 | (541 | ) | |||||||||||
Cash and cash equivalents at the end of the year |
17A | 3,169 | 3,198 | 2,128 |
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not included in the Group cash flow statement.
Annual Report on Form 20-F 2017 | Financial Statements | 89 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
1. ACCOUNTING INFORMATION AND POLICIES
The accounting policies adopted are the same as those which were applied for the previous financial year, except as set out below under the heading Recent accounting developments.
UNILEVER
The two parent companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC have the same Directors and are linked by a series of agreements, including an Equalisation Agreement, which are designed so that the positions of the shareholders of both companies are as closely as possible the same as if they held shares in a single company.
The Equalisation Agreement provides that both companies adopt the same accounting principles. It also requires that dividends and other rights and benefits attaching to each ordinary share of NV, be equal in value to those rights and benefits attaching to each ordinary share of PLC, as if each such unit of capital formed part of the ordinary share capital of one and the same company.
BASIS OF CONSOLIDATION
Due to the operational and contractual arrangements referred to above, NV and PLC form a single reporting entity for the purposes of presenting consolidated financial statements. Accordingly, the financial statements of Unilever are presented by both NV and PLC as their respective consolidated financial statements. Group companies included in the consolidation are those companies controlled by NV or PLC. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on investment.
The net assets and results of acquired businesses are included in the consolidated financial statements from their respective dates of acquisition, being the date on which the Group obtains control. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.
Intra-group transactions and balances are eliminated.
COMPANIES LEGISLATION AND ACCOUNTING STANDARDS
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and IFRIC Interpretations. They are also in compliance with IFRS as issued by the International Accounting Standards Board (IASB).
These financial statements are prepared under the historical cost convention unless otherwise indicated.
These financial statements have been prepared on a going concern basis. Refer to the going concern statement on page 77.
ACCOUNTING POLICIES
Accounting policies are included in the relevant notes to the consolidated financial statements. These are presented as text highlighted in grey on pages 93 to 145. The accounting policies below are applied throughout the financial statements.
FOREIGN CURRENCIES
The consolidated financial statements are presented in euros. The functional currencies of NV and PLC are euros and sterling respectively. Items included in the financial statements of individual group companies are recorded in their respective functional currency which is the currency of the primary economic environment in which each entity operates.
Foreign currency transactions in individual group companies are translated into functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions, and from translation of monetary assets and liabilities at year-end exchange rates, are recognised in the income statement except when deferred in equity as qualifying hedges.
In preparing the consolidated financial statements, the balances in individual group companies are translated from their functional currency into euros. The income statement, the cash flow statement and all other movements in assets and liabilities are translated at average rates of exchange as a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated at year-end exchange rates.
The ordinary share capital of NV and PLC is translated in accordance with the Equalisation Agreement. The difference between the value for PLC and the value by applying the year-end rate of exchange is taken to other reserves (see note 15B on page 117).
The effect of exchange rate changes during the year on net assets of foreign operations is recorded in equity. For this purpose net assets include loans between group companies and any related foreign exchange contracts where settlement is neither planned nor likely to occur in the foreseeable future.
The Group applies hedge accounting to certain exchange differences arising between the functional currencies of a foreign operation and NV or PLC as appropriate, regardless of whether the net investment is held directly or through an intermediate parent. Differences arising on retranslation of a financial liability designated as a foreign currency net investment hedge are recorded in equity to the extent that the hedge is effective. These differences are reported within profit or loss to the extent that the hedge is ineffective.
Cumulative exchange differences arising since the date of transition to IFRS of 1 January 2004 are reported as a separate component of other reserves. In the event of disposal or part disposal of an interest in a group company either through sale or as a result of a repayment of capital, the cumulative exchange difference is recognised in the income statement as part of the profit or loss on disposal of group companies.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make judgements and estimates in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected.
The following judgements are those that management believe have the most significant effect on the amounts recognised in the Groups financial statements:
| Separate presentation of items in the income statement certain items of income or expense are presented separately as non-underlying items. These are excluded in several of our performance measures, including underlying operating profit and underlying earnings per share due to their nature and/or frequency of occurrence. See note 3 for further details. |
| Disclosure of Spreads assets and liabilities following the announcement to dispose of our Spreads business, management have assessed whether this would meet the criteria for presentation as a discontinued operation. As Spreads contribution to the overall group is approximately 6 % of group turnover and 2 % of total assets, management have concluded that it does not represent a separate major line of business, or component of the Group and so should not be presented as a discontinued operation. The Spreads assets and liabilities have been presented in the financial statements as held for sale see note 22. |
90 | Financial Statements | Annual Report on Form 20-F 2017 |
1. | ACCOUNTING INFORMATION AND POLICIES CONTINUED |
| Utilisation of tax losses and recognition of other deferred tax assets The Group operates in many countries and is subject to taxes in numerous jurisdictions. Management uses judgement to assess the recoverability of tax assets such as whether there will be sufficient future taxable profits to utilise losses see note 6B. |
| Likelihood of occurrence of provisions and contingent liabilities events can occur where there is uncertainity over future obligations. Judgement is required to determine if an outflow of economic resources is probable, or possible but not probable. Where it is probable, a liability is recognised and further judgement is used to determine the level of the provision. Where it is possible but not probable, further judgement is used to determine if the likelihood is remote, in which case no disclosures are provided; if the likelihood is not remote then judgement is used to determine the contingent liability disclosed. Unilever does not have provisions and contingent liabilities for the same matters. External advice is obtained for any material cases. See notes 6A, 19 and 20. |
The following estimates are those that management believe have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:
| Measurement of defined benefit obligations the valuations of the Groups defined benefit pension plan obligations are dependent on a number of assumptions. These include discount rates, inflation and life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B. |
| Assumptions used in discounted cash flow projections estimates of future business performance, cash generation, long term growth and discount rates are used in our assessment of impairment of assets at the balance sheet date. Details of the estimates used in the impairment reviews for significant cash generating units are set out in note 9; no reasonably plausible changes in a key assumption would cause an impairment. |
| Measurement of consideration and assets and liabilities acquired as part of business combinations contingent consideration depends on an acquired business achieving targets within a fixed period. Estimates of future performance are required to calculate the obligations at the time of acquisition and at each subsequent reporting date. See note 21 for further information. Additionally, estimates are required to value the assets and liabilities acquired in business combinations. Intangible assets such as brands are commonly a core part of an acquired business as they allow us to obtain more value than would otherwise be possible. |
RECENT ACCOUNTING DEVELOPMENTS
ADOPTED BY THE GROUP
The Group applied for the first time amendments to the following standard from 1 January 2017. This did not have a material impact on the Group.
APPLICABLE STANDARD | KEY REQUIREMENTS | IMPACT ON GROUP | ||
Amendments to IAS 7 Statement of Cash Flows
|
This change adds a new requirement to explain changes in liabilities related to financing activities.
|
The required disclosure has been included in note 15C. |
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2017 were not applicable to Unilever.
Annual Report on Form 20-F 2017 | Financial Statements | 91 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS OF EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN EARLY ADOPTED BY THE GROUP
The following three new standards have been released, but are not yet adopted by the Group. The expected impact and progress is shown below.
APPLICABLE STANDARD |
KEY REQUIREMENTS
OR CHANGES IN ACCOUNTING POLICY |
IMPLEMENTATION PROGRESS
AND EXPECTED IMPACT |
||
IFRS 9 Financial Instruments
Effective from the year ended 31 December 2018
The standard has been endorsed by the EU |
This standard introduces new requirements in three areas:
Classification and measurement: Financial assets will now be classified based on 1) the objective of the Group in holding the asset and 2) an assessment of whether the contractual cash flows are solely payments of principal and interest.
Impairment: A new expected credit loss model will be used for calculating impairment on financial assets. A loss event does not have to occur before credit losses are recognised.
Hedge accounting: New general hedge accounting requirements will allow hedge accounting based on the Groups risk management policies rather than only prescribed scenarios. |
During 2017, the Group concluded preparations for the new requirements in IFRS 9.
Classification and measurement: The net effect, using 2017-year end balances, is that approximately 120 million of financial assets previously measured at fair value through equity will be measured at amortised cost. There are no other significant changes in classification.
Based on historic fair value movements of these assets, the impact on profit or loss will be immaterial.
There will be no impact on financial liabilities.
Impairment: For trade receivables, we will make minor refinements to our calculation methodology to be more specific about ageing. The impact of applying this will be immaterial.
For other financial assets the expected impact of applying the new expected loss model will be immaterial.
Hedge accounting: We have updated our hedge documentation to align with the requirements of IFRS 9 from 1 January 2018.
Our current hedge relationships will qualify as hedges on adoption of IFRS 9.
|
||
IFRS 15 Revenue from Contracts with Customers
Effective from the year ended 31 December 2018
The standard has been endorsed by the EU
|
The standard clarifies the accounting for bundled services and identifying each performance obligation in contractual arrangements. It also provides more guidance on the measurement of revenue contracts which have discounts, rebates, payments to suppliers and consignment stock. |
We have completed our review of the requirements of IFRS 15 against our existing accounting policies, in particular for trade expenditure, consignment stock, bad debts, other incentives and recognising license and franchise income.
As a result of our review we concluded that our current accounting policies are in line with the new standard. |
||
IFRS 16 Leases
Effective from the year ended 31 December 2019
The standard has been endorsed by the EU |
This standard changes the recognition, measurement, presentation and disclosure of leases. In particular it requires lessees to record all leases on the balance sheet with exemptions available for low value and short-term leases. |
Due to the number of countries we operate in, significant work is required to estimate: the assets and liabilities that will need to be recognised on adoption of the new standard; the impact on Group profit; and reporting of cash flows.
In note 20, we outline that the Group has operating lease commitments of 2.5 billion. However, due to the changes in the definition of a lease term and potential embedded leases that we believe need to be identified and recognised on the balance sheet, it has not yet been possible to estimate the amount of right of use assets and lease liabilities that will be recognised on the balance sheet. We have also not yet decided which exemptions will be adopted.
During the year we have established a project team and begun an initial impact assessment exercise. We have also begun a review of the systems and processes that will need to be updated as a result of this change. We expect to conclude preparations by the end of 2018.
|
92 | Financial Statements | Annual Report on Form 20-F 2017 |
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
In addition to the above, based on an initial review the Group does not currently believe adoption of the following standard/amendments will have a material impact on the consolidated results or financial position of the Group.
APPLICABLE STANDARD |
KEY REQUIREMENTS OR CHANGES IN ACCOUNTING POLICY
|
|
IFRIC 23 Uncertainty over income tax treatments
Effective from the year ended 31 December 2019
|
This interpretation clarifies how entities should reflect uncertainties over income tax treatments, such as when to determine separately or together. Based on preliminary work we estimate the impact will be immaterial, we are in the process of reviewing our existing arrangements to determine the impact on adoption. |
|
IFRS 17 Insurance Contracts
Effective from the year ended 31 December 2021
The standard is not yet endorsed by the EU
|
This standard introduces a new model for accounting for insurance contracts. Based on preliminary work we estimate the impact will be immaterial, we are in the process of reviewing our existing arrangements to determine the impact on adoption. |
|
Amendments to IAS 19 Employee Benefits
Effective from the year ended 31 December 2019
The standard is not yet endorsed by the EU
|
The change clarifies that following plan amendments, curtailment or settlements, current service and net interest costs for the remainder of the reporting period should be calculated in line with updated actuarial assumptions. |
All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 2018 onwards are not applicable to Unilever.
2. SEGMENT INFORMATION
SEGMENTAL REPORTING |
||||
Personal Care |
| primarily sales of skin care and hair care products, deodorants and oral care products. | ||
Home Care |
| primarily sales of home care products, such as powders, liquids and capsules, soap bars and a wide range of cleaning products. | ||
Foods |
| primarily sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines and spreads. | ||
Refreshment |
| primarily sales of ice cream and tea-based beverages. |
REVENUE
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs.
Turnover is recognised when the risks and rewards of the underlying products have been substantially transferred to the customer. Depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance.
UNDERLYING OPERATING PROFIT
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Underlying operating margin is calculated as underlying operating profit divided by turnover.
Annual Report on Form 20-F 2017 | Financial Statements | 93 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
2. SEGMENT INFORMATION CONTINUED
million | million | million | million | million | million | million | ||||||||||||||||||||||||||||||||
Notes |
Personal
Care |
Home Care |
Home and
Personal Care |
Foods |
Refresh- ment |
Foods and
ment (a) |
Total | |||||||||||||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||||||||||||
Turnover |
20,697 | 10,574 | 31,271 | 12,512 | 9,932 | 22,444 | 53,715 | |||||||||||||||||||||||||||||||
Operating profit |
4,103 | 1,138 | 5,241 | 2,275 | 1,341 | 3,616 | 8,857 | |||||||||||||||||||||||||||||||
Non-underlying items |
3 | 272 | 150 | 422 | 196 | (75 | ) | 121 | 543 | |||||||||||||||||||||||||||||
Underlying operating profit |
4,375 | 1,288 | 5,663 | 2,471 | 1,266 | 3,737 | 9,400 | |||||||||||||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
8 | 4 | 12 | 7 | 136 | 143 | 155 | |||||||||||||||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||||||||||||||||
Depreciation and amortisation |
488 | 248 | 736 | 321 | 481 | 802 | 1,538 | |||||||||||||||||||||||||||||||
Share-based compensation and other non-cash charges (b) |
164 | 79 | 243 | 96 | 78 | 174 | 417 | |||||||||||||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||||||||||||||||
Impairment and other non-cash charges (c) |
80 | 48 | 128 | 76 | 115 | 191 | 319 | |||||||||||||||||||||||||||||||
2016 |
||||||||||||||||||||||||||||||||||||||
Turnover |
20,172 | 10,009 | 30,181 | 12,524 | 10,008 | 22,532 | 52,713 | |||||||||||||||||||||||||||||||
Operating profit |
3,704 | 949 | 4,653 | 2,180 | 968 | 3,148 | 7,801 | |||||||||||||||||||||||||||||||
Non-underlying items |
3 | 329 | 137 | 466 | 214 | 143 | 357 | 823 | ||||||||||||||||||||||||||||||
Underlying operating profit |
4,033 | 1,086 | 5,119 | 2,394 | 1,111 | 3,505 | 8,624 | |||||||||||||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(5 | ) | 1 | (4 | ) | 4 | 127 | 131 | 127 | |||||||||||||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||||||||||||||||
Depreciation and amortisation |
437 | 236 | 673 | 322 | 469 | 791 | 1,464 | |||||||||||||||||||||||||||||||
Share-based compensation and other non-cash charges (b) |
134 | 86 | 220 | 76 | 59 | 135 | 355 | |||||||||||||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||||||||||||||||
Impairment and other non-cash charges (c) |
74 | 45 | 119 | 75 | 49 | 124 | 243 | |||||||||||||||||||||||||||||||
2015 |
||||||||||||||||||||||||||||||||||||||
Turnover |
20,074 | 10,159 | 30,233 | 12,919 | 10,120 | 23,039 | 53,272 | |||||||||||||||||||||||||||||||
Operating profit |
3,637 | 740 | 4,377 | 2,298 | 840 | 3,138 | 7,515 | |||||||||||||||||||||||||||||||
Non-underlying items |
3 | 314 | 115 | 429 | 170 | 197 | 367 | 796 | ||||||||||||||||||||||||||||||
Underlying operating profit |
3,951 | 855 | 4,806 | 2,468 | 1,037 | 3,505 | 8,311 | |||||||||||||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(4 | ) | - | (4 | ) | 4 | 107 | 111 | 107 | |||||||||||||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||||||||||||||||
Depreciation and amortisation |
377 | 235 | 612 | 308 | 450 | 758 | 1,370 | |||||||||||||||||||||||||||||||
Share-based compensation and other non-cash charges (b) |
125 | 76 | 201 | 72 | 57 | 129 | 330 | |||||||||||||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||||||||||||||||
Impairment and other non-cash charges (c) |
142 | 58 | 200 | 41 | 96 | 137 | 337 | |||||||||||||||||||||||||||||||
(a) | Foods and Refreshment is expected to be reported together from 2018. |
(b) | Other non-cash charges within underlying operating profit includes movements in provisions from underlying activities, excluding movements arising from non-underlying activities. |
(c) | Other non-cash charges within non-underlying items includes movements in restructuring provisions, movements in certain legal provisions (in 2017 and 2015), and foreign exchange losses resulting from remeasurement of the Argentinian business (in 2016 and 2015) and Venezuelan business (in 2015). |
Transactions between the Unilever Groups reportable segments are immaterial and are carried out on an arms length basis.
The Unilever Group is not reliant on revenues from transactions with any single customer and does not receive 10% or more of its revenues from transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is Unilever Leadership Executive (ULE) as explained in the Corporate Governance Section.
94 | Financial Statements | Annual Report on Form 20-F 2017 |
2. SEGMENT INFORMATION CONTINUED
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current assets for these two countries combined, for the United States (being the largest country outside the home countries) and for all other countries are:
million | million | million | million | |||||||||||||
2017 |
Netherlands/
United Kingdom |
United States |
Others | Total | ||||||||||||
Turnover |
3,849 | 8,532 | 41,334 | 53,715 | ||||||||||||
Non-current assets (d) |
3,781 | 11,820 | 23,768 | 39,369 | ||||||||||||
2016 |
||||||||||||||||
Turnover |
3,819 | 8,263 | 40,631 | 52,713 | ||||||||||||
Non-current assets (d) |
4,770 | 11,696 | 23,358 | 39,824 | ||||||||||||
2015 |
||||||||||||||||
Turnover |
4,157 | 7,956 | 41,159 | 53,272 | ||||||||||||
Non-current assets (d) |
4,878 | 9,674 | 22,336 | 36,888 |
(d) | Non-current assets excluding financial assets, deferred tax assets and pension assets for funded schemes in surplus. Non-current assets were reduced in all the geographies as a result of the reclassification of Spreads non-current assets to current assets - assets held for sale (refer to note 22); this was offset in the United States and other geographies by the impact of goodwill and intangible assets from acquisitions. |
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
ADDITIONAL INFORMATION BY GEOGRAPHIES
Although the Groups operations are managed by product area, we provide additional information based on geographies. The analysis of turnover by geographical area is stated on the basis of origin.
million | million | million | million | |||||||||||||
|
Asia/
AMET/RUB |
(e) |
|
The
Americas |
|
Europe | Total | |||||||||
2017 |
||||||||||||||||
Turnover |
23,266 | 17,525 | 12,924 | 53,715 | ||||||||||||
Operating profit |
3,802 | 3,086 | 1,969 | 8,857 | ||||||||||||
Non-underlying items |
306 | (23 | ) | 260 | 543 | |||||||||||
Underlying operating profit |
4,108 | 3,063 | 2,229 | 9,400 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
12 | 112 | 31 | 155 | ||||||||||||
2016 |
||||||||||||||||
Turnover |
22,445 | 17,105 | 13,163 | 52,713 | ||||||||||||
Operating profit |
3,275 | 2,504 | 2,022 | 7,801 | ||||||||||||
Non-underlying items |
254 | 401 | 168 | 823 | ||||||||||||
Underlying operating profit |
3,529 | 2,905 | 2,190 | 8,624 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(2 | ) | 108 | 21 | 127 | |||||||||||
2015 |
||||||||||||||||
Turnover |
22,425 | 17,294 | 13,553 | 53,272 | ||||||||||||
Operating profit |
3,019 | 2,273 | 2,223 | 7,515 | ||||||||||||
Non-underlying items |
181 | 399 | 216 | 796 | ||||||||||||
Underlying operating profit |
3,200 | 2,672 | 2,439 | 8,311 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(1 | ) | 96 | 12 | 107 |
(e) | Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus. |
Transactions between the Unilever Groups geographical regions are immaterial and are carried out on an arms length basis.
Annual Report on Form 20-F 2017 | Financial Statements | 95 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
3. OPERATING COSTS AND NON-UNDERLYING ITEMS
BRAND AND MARKETING INVESTMENT
Brand and marketing investment includes costs incurred for the purpose of building and maintaining brand equity and awareness. These include media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.
RESEARCH AND DEVELOPMENT
Expenditure on research and development includes staff costs, material costs, depreciation of property, plant and equipment and other costs directly attributable to research and product development activities. These costs are charged to the income statement as incurred.
NON-UNDERLYING ITEMS
Non-underlying items are costs and revenues relating to gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other one-off items within operating profit, and other significant and unusual items within net profit but outside of operating profit, which we collectively term non-underlying items due to their nature and/or frequency of occurrence. These items are significant in terms of nature and/or amount and are relevant to an understanding of our financial performance.
Restructuring costs are charges associated with activities planned by management that significantly change either the scope of the business or the manner in which it is conducted.
million | million | million | ||||||||||
2017 | 2016 | 2015 | ||||||||||
Turnover |
53,715 | 52,713 | 53,272 | |||||||||
Cost of sales |
(30,547 | ) | (30,229 | ) | (30,808 | ) | ||||||
of which: Distribution costs |
(3,241 | ) | (3,246 | ) | (3,358 | ) | ||||||
Gross profit |
23,168 | 22,484 | 22,464 | |||||||||
Selling and administrative expenses |
(14,311 | ) | (14,683 | ) | (14,949 | ) | ||||||
of which: Brand and marketing investment |
(7,566 | ) | (7,731 | ) | (8,003 | ) | ||||||
Research and development |
(900 | ) | (978 | ) | (1,005 | ) | ||||||
Operating profit |
8,857 | 7,801 | 7,515 |
NON-UNDERLYING ITEMS (a)
Non-underlying items are disclosed on the face of the income statement to provide additional information to users to help them better understand underlying business performance.
million | million | million | ||||||||||||||||||
Notes | 2017 | 2016 | 2015 | |||||||||||||||||
Non-underlying items within operating profit before tax |
(543 | ) | (823 | ) | (796 | ) | ||||||||||||||
Acquisition and disposal-related costs |
|
(159 |
) |
|
(132 |
) |
|
(105 |
) |
|||||||||||
Gain/(loss) on disposal of group companies (b) |
334 | (95 | ) | (9 | ) | |||||||||||||||
Restructuring costs |
(638 | ) | (578 | ) | (446 | ) | ||||||||||||||
Impairments and other one-off items (c) |
(80 | ) | (18 | ) | (236 | ) | ||||||||||||||
Tax on non-underlying items within operating profit |
77 | 213 | 180 | |||||||||||||||||
Non-underlying items within operating profit after tax |
(466 | ) | (610 | ) | (616 | ) | ||||||||||||||
Non-underlying items not in operating profit but within net profit before tax |
||||||||||||||||||||
Premium paid on buy back of preference shares |
25 | (382 | ) | - | - | |||||||||||||||
Tax impact of non-underlying items not in operating profit but within net profit |
578 | - | - | |||||||||||||||||
Tax on premium paid on buy back of preference shares (non deductible) |
- | - | - | |||||||||||||||||
Impact of US tax reform |
6A | 578 | - | - | ||||||||||||||||
Non-underlying items not in operating profit but within net profit after tax |
196 | - | - | |||||||||||||||||
Non-underlying items after tax (d) |
(270 | ) | (610 | ) | (616 | ) | ||||||||||||||
Attributable to: |
||||||||||||||||||||
Non-controlling interest |
(8 | ) | (9 | ) | (11 | ) | ||||||||||||||
Shareholders equity |
(262 | ) | (601 | ) | (605 | ) |
(a) | Previously we have reported non-core items. From 2017 we report non-underlying items and have revised the presentation of 2016 and 2015 information. |
(b) | 2017 includes a gain of 309 million from the sale of AdeS soy beverage business in Latin America. |
(c) | 2017 includes an 80 million charge for legal cases in relation to investigations by national competition authorities including those within Italy and South Africa. 2016 includes 18 million in foreign exchange losses resulting from remeasurement of the Argentinian business (2015: 52 million). 2015 includes an 86 million charge for legal cases related to a number of investigations by local competition regulators, a 14 million charge relating to other one-off legal cases, and 84 million in foreign exchange losses resulting from remeasurement of the Venezuelan business. |
(d) | Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net profit after tax |
96 | Financial Statements | Annual Report on Form 20-F 2017 |
3. OPERATING COSTS AND NON-UNDERLYING ITEMS CONTINUED
OTHER
Other significant cost items within operating costs include:
million | million | million | ||||||||||||||||||
Notes | 2017 | 2016 | 2015 | |||||||||||||||||
Staff costs |
4A | (6,712 | ) | (6,523 | ) | (6,555 | ) | |||||||||||||
Raw and packaging materials and goods purchased for resale |
(21,579 | ) | (21,122 | ) | (21,543 | ) | ||||||||||||||
Amortisation of finite-life intangible assets and software |
9 | (365 | ) | (310 | ) | (273 | ) | |||||||||||||
Depreciation of property, plant and equipment |
10 | (1,173 | ) | (1,154 | ) | (1,097 | ) | |||||||||||||
Exchange gains/(losses): |
(214 | ) | (209 | ) | (87 | ) | ||||||||||||||
On underlying transactions |
(51 | ) | (28 | ) | (118 | ) | ||||||||||||||
On covering forward contracts |
(163 | ) | (181 | ) | 31 | |||||||||||||||
Lease rentals: |
(557 | ) | (531 | ) | (534 | ) | ||||||||||||||
Minimum operating lease payments |
(568 | ) | (536 | ) | (546 | ) | ||||||||||||||
Less: Sub-lease income relating to operating lease agreements |
11 | 5 | 12 | |||||||||||||||||
4. EMPLOYEES
4A. STAFF AND MANAGEMENT COSTS
million | million | million | ||||||||||
Staff costs | 2017 | 2016 | 2015 | |||||||||
Wages and salaries |
(5,416 | ) | (5,347 | ) | (5,474 | ) | ||||||
Social security costs |
(613 | ) | (606 | ) | (606 | ) | ||||||
Other pension costs |
(399 | ) | (372 | ) | (325 | ) | ||||||
Share-based compensation costs |
(284 | ) | (198 | ) | (150 | ) | ||||||
(6,712 | ) | (6,523 | ) | (6,555 | ) | |||||||
000 | 000 | 000 | ||||||||||
Average number of employees during the year | 2017 | 2016 | 2015 | |||||||||
Asia/AMET/RUB |
93 | 95 | 97 | |||||||||
The Americas |
41 | 42 | 42 | |||||||||
Europe |
31 | 32 | 32 | |||||||||
165 | 169 | 171 | ||||||||||
million | million | million | ||||||||||
Key management compensation | 2017 | 2016 | 2015 | |||||||||
Salaries and short-term employee benefits |
(34 | ) | (31 | ) | (34 | ) | ||||||
Post-employment benefits |
- | (1 | ) | (1 | ) | |||||||
Share-based benefits (a) |
(20 | ) | (17 | ) | (30 | ) | ||||||
|
(54
|
)
|
|
(49
|
)
|
|
(65
|
)
|
||||
Of which:Executive Directors |
(14 | ) | (13 | ) | (18 | ) | ||||||
Other (b) | (40 | ) | (36 | ) | (47 | ) | ||||||
Non-Executive Directors fees |
(2 | ) | (2 | ) | (2 | ) | ||||||
(56 | ) | (51 | ) | (67 | ) |
(a) | Share-based benefits are shown on a vesting basis. |
(b) | Other includes all members of the Unilever Leadership Executive, other than Executive Directors. |
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for the ULE includes the full year compensation for ULE members who joined part way through the year.
Annual Report on Form 20-F 2017 | Financial Statements | 97 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market).
All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries employed by Unilever. The Group policy is that the most material plans, representing approximately 85% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 13% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.
For defined contribution plans, the charges to the income statement are the company contributions payable, as the companys obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.
DESCRIPTION OF PLANS
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and Netherlands. In the UK, we operate a combination of an open career average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded.
GOVERNANCE
The majority of the Groups externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plans stakeholders. They are tasked with periodic reviews of the solvency of the fund in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the companys policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.
INVESTMENT STRATEGY
The Groups investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The plans continue to invest a good proportion of the assets in equities, which the Group believes offer the best returns over the long-term, commensurate with an acceptable level of risk. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain markets, inflation risk. There are no unusual entity or plan-specific risks to the Group. For risk control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans investments are overseen by Unilevers internal investment company, the Univest Company.
ASSUMPTIONS
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value defined benefit plans (representing approximately 96% of total pension liabilities) and other post-employment benefits.
31 December 2017 | 31 December 2016 | |||||||||||||||
Defined benefit
pension plans |
Other
post-employment
|
Defined benefit
pension plans |
Other
post-employment
|
|||||||||||||
Discount rate |
2.5% | 4.2% | 2.6% | 4.8% | ||||||||||||
Inflation |
2.5% | n/a | 2.5% | n/a | ||||||||||||
Rate of increase in salaries |
2.8% | 3.0% | 2.9% | 3.0% | ||||||||||||
Rate of increase for pensions in payment (where provided) |
2.4% | n/a | 2.4% | n/a | ||||||||||||
Rate of increase for pensions in deferment (where provided) |
2.6% | n/a | 2.7% | n/a | ||||||||||||
Long-term medical cost inflation |
n/a | 5.3% | n/a | 5.3% |
98 | Financial Statements | Annual Report on Form 20-F 2017 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 7% to the long-term rate within the next five years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
For the most important pension plans, representing approximately 68% of all defined benefit plans liabilities, the assumptions used at 31 December 2017 and 2016 were:
United Kingdom | Netherlands | |||||||
2017 | 2016 | 2017 | 2016 | |||||
Discount rate |
2.5% | 2.7% | 1.8% | 1.8% | ||||
Inflation |
3.1% | 3.2% | 1.7% | 1.7% | ||||
Rate of increase in salaries |
3.0% | 3.1% | 2.2% | 2.2% | ||||
Rate of increase for pensions in payment
|
3.0% | 3.1% | 1.7% | 1.7% | ||||
Rate of increase for pensions in deferment
|
3.0% | 3.1% | 1.7% | 1.7% | ||||
Number of years a current pensioner is
|
||||||||
Men |
22.1 | 22.5 | 22.5 | 21.8 | ||||
Women |
24.0 | 24.6 | 24.3 | 24.0 | ||||
Number of years a future pensioner currently aged 45 is expected to live beyond age 65: |
||||||||
Men |
22.6 | 23.8 | 24.6 | 24.1 | ||||
Women |
25.6 | 26.5 | 26.6 | 26.3 |
Demographic assumptions, such as mortality rates, are set with having regard to the latest trends in life expectancy (including expectations of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The years of life expectancy for 2017 above have been translated from the following tables:
UK: The year of use S2 series all pensioners (S2PA) tables have been adopted, which are based on the experience of UK pension schemes over the period 2004-2011. Scaling factors are applied reflecting the experience of our pension funds appropriate to the members gender and status. Future improvements in longevity have been allowed for in line with the 2016 CMI core projections (Sk = 7.5) and a 1% pa long-term improvement rate.
Netherlands: The Dutch Actuarial Societys AG Prognosetafel 2016 table is used with correction factors (2017) to allow for the typically longer life expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors including the currency and long term economic conditions of the countries where they are situated.
INCOME STATEMENT
The charge to the income statement comprises:
million | million | million | ||||||||||||||||||
Notes | 2017 | 2016 | 2015 | |||||||||||||||||
Charged to operating profit: |
||||||||||||||||||||
Defined benefit pension and other benefit plans: |
||||||||||||||||||||
Current service cost |
(245 | ) | (226 | ) | (271 | ) | ||||||||||||||
Employee contributions |
18 | 17 | 17 | |||||||||||||||||
Special termination benefits |
(4 | ) | (6 | ) | (9 | ) | ||||||||||||||
Past service cost including (losses)/gains on curtailments |
23 | 32 | 129 | |||||||||||||||||
Settlements |
4 | (2 | ) | 6 | ||||||||||||||||
Defined contribution plans |
(195 | ) | (187 | ) | (197 | ) | ||||||||||||||
Total operating cost |
4A | (399 | ) | (372 | ) | (325 | ) | |||||||||||||
Finance income/(cost) |
5 | (96 | ) | (94 | ) | (121 | ) | |||||||||||||
Net impact on the income statement (before tax) |
(495 | ) | (466 | ) | (446 | ) |
STATEMENT OF COMPREHENSIVE INCOME
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.
million | million | million | ||||||||||
2017 | 2016 | 2015 | ||||||||||
Return on plan assets excluding amounts included in net finance income/(cost) |
1,475 | 1,877 | (254 | ) | ||||||||
Actuarial gains/(losses) arising from changes in demographic assumptions |
222 | (217 | ) | (22 | ) | |||||||
Actuarial gains/(losses) arising from changes in financial assumptions |
(210 | ) | (2,963 | ) | 1,167 | |||||||
Experience gains/(losses) arising on pension plan and other benefit plan liabilities |
133 | 82 | 233 | |||||||||
Total of defined benefit costs recognised in other comprehensive income |
1,620 | (1,221 | ) | 1,124 |
Annual Report on Form 20-F 2017 | Financial Statements | 99 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
BALANCE SHEET
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
million 2017 |
million 2016 |
|||||||||||||||
Pension
plans |
Other post-
employment benefit plans |
Pension
plans |
Other post-
employment benefit plans |
|||||||||||||
Fair value of assets |
22,361 | 21 | 21,162 | 21 | ||||||||||||
Present value of liabilities |
(22,420 | ) | (523 | ) | (23,751 | ) | (605 | ) | ||||||||
Net liabilities |
(59 | ) | (502 | ) | (2,589 | ) | (584 | ) | ||||||||
Pension liability net of assets |
(59 | ) | (502 | ) | (2,589 | ) | (584 | ) | ||||||||
Of which in respect of: |
||||||||||||||||
Funded plans in surplus: |
||||||||||||||||
Liabilities |
(17,132 | ) | - | (5,833 | ) | - | ||||||||||
Assets |
19,302 | 3 | 6,524 | 3 | ||||||||||||
Aggregate surplus |
2,170 | 3 | 691 | 3 | ||||||||||||
Pension asset net of liabilities |
2,170 | 3 | 691 | 3 | ||||||||||||
Funded plans in deficit: |
||||||||||||||||
Liabilities |
(4,267 | ) | (35 | ) | (16,783 | ) | (36 | ) | ||||||||
Assets |
3,059 | 18 | 14,638 | 18 | ||||||||||||
Pension liability net of assets |
(1,208 | ) | (17 | ) | (2,145 | ) | (18 | ) | ||||||||
Unfunded plans: |
||||||||||||||||
Pension liability |
(1,021 | ) | (488 | ) | (1,135 | ) | (569 | ) |
A surplus is deemed recoverable to the extent that the Group can benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.
RECONCILIATION OF CHANGE IN ASSETS AND LIABILITIES
Movements in assets during the year:
UK | Netherlands |
Rest of world |
million 2017 Total |
UK | Netherlands |
Rest of world |
million 2016 Total |
|||||||||||||||||||||||||
1 January |
9,963 | 5,116 | 6,104 | 21,183 | 9,950 | 4,873 | 5,919 | 20,742 | ||||||||||||||||||||||||
Employee contributions |
- | 1 | 17 | 18 | - | - | 17 | 17 | ||||||||||||||||||||||||
Settlements |
- | - | (8 | ) | (8 | ) | - | - | - | - | ||||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) |
863 | 275 | 337 | 1,475 | 1,412 | 281 | 184 | 1,877 | ||||||||||||||||||||||||
Interest income |
270 | 91 | 179 | 540 | 329 | 120 | 215 | 664 | ||||||||||||||||||||||||
Employer contributions |
778 | 43 | 284 | 1,105 | 202 | 11 | 299 | 512 | ||||||||||||||||||||||||
Benefit payments |
(457 | ) | (169 | ) | (613 | ) | (1,239 | ) | (456 | ) | (169 | ) | (701 | ) | (1,326 | ) | ||||||||||||||||
Reclassification of benefits (a) |
- | - | (1 | ) | (1 | ) | - | - | (2 | ) | (2 | ) | ||||||||||||||||||||
Currency retranslation |
(379 | ) | - | (312 | ) | (691 | ) | (1,474 | ) | - | 173 | (1,301 | ) | |||||||||||||||||||
31 December |
11,038 | 5,357 | 5,987 | 22,382 | 9,963 | 5,116 | 6,104 | 21,183 |
(a) | Certain liabilities have been reclassified as employee benefit liabilities. |
100 | Financial Statements | Annual Report on Form 20-F 2017 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
Movements in liabilities during the year:
UK | Netherlands |
Rest of
world |
million
Total |
UK | Netherlands |
Rest of
world |
million
Total |
|||||||||||||||||||||||||
1 January |
(10,981 | ) | (4,877 | ) | (8,498 | ) | (24,356 | ) | (10,602 | ) | (4,443 | ) | (8,017 | ) | (23,062 | ) | ||||||||||||||||
Current service cost |
(114 | ) | (6 | ) | (125 | ) | (245 | ) | (89 | ) | (3 | ) | (134 | ) | (226 | ) | ||||||||||||||||
Employee contributions |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Special termination benefits |
- | - | (4 | ) | (4 | ) | - | - | (6 | ) | (6 | ) | ||||||||||||||||||||
Past service costs including losses/(gains) on curtailments |
5 | 12 | 6 | 23 | 5 | 4 | 23 | 32 | ||||||||||||||||||||||||
Settlements |
- | - | 12 | 12 | - | - | (2 | ) | (2 | ) | ||||||||||||||||||||||
Interest cost |
(286 | ) | (86 | ) | (264 | ) | (636 | ) | (347 | ) | (109 | ) | (302 | ) | (758 | ) | ||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions |
312 | (96 | ) | 6 | 222 | 23 | (19 | ) | (221 | ) | (217 | ) | ||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions |
(189 | ) | - | (21 | ) | (210 | ) | (1,919 | ) | (524 | ) | (520 | ) | (2,963 | ) | |||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments |
144 | (37 | ) | 26 | 133 | 29 | 46 | 7 | 82 | |||||||||||||||||||||||
Benefit payments |
457 | 169 | 613 | 1,239 | 456 | 169 | 701 | 1,326 | ||||||||||||||||||||||||
Reclassification of benefits (a) |
- | 8 | - | 8 | - | 2 | - | 2 | ||||||||||||||||||||||||
Currency retranslation |
397 | - | 474 | 871 | 1,463 | - | (27 | ) | 1,436 | |||||||||||||||||||||||
31 December |
(10,255 | ) | (4,913 | ) | (7,775 | ) | (22,943 | ) | (10,981 | ) | (4,877 | ) | (8,498 | ) | (24,356 | ) |
(a) | Certain liabilities have been reclassified as employee benefit liabilities. |
Movements in (deficit)/surplus during the year:
UK | Netherlands |
Rest of
world |
million 2017 Total |
UK | Netherlands |
Rest of
world |
million
Total |
|||||||||||||||||||||||||
1 January |
(1,018 | ) | 239 | (2,394 | ) | (3,173 | ) | (652 | ) | 430 | (2,098 | ) | (2,320 | ) | ||||||||||||||||||
Current service cost |
(114 | ) | (6 | ) | (125 | ) | (245 | ) | (89 | ) | (3 | ) | (134 | ) | (226 | ) | ||||||||||||||||
Employee contributions |
- | 1 | 17 | 18 | - | - | 17 | 17 | ||||||||||||||||||||||||
Special termination benefits |
- | - | (4 | ) | (4 | ) | - | - | (6 | ) | (6 | ) | ||||||||||||||||||||
Past service costs including losses/(gains) on curtailments |
5 | 12 | 6 | 23 | 5 | 4 | 23 | 32 | ||||||||||||||||||||||||
Settlements |
- | - | 4 | 4 | - | - | (2 | ) | (2 | ) | ||||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) |
863 | 275 | 337 | 1,475 | 1,412 | 281 | 184 | 1,877 | ||||||||||||||||||||||||
Interest cost |
(286 | ) | (86 | ) | (264 | ) | (636 | ) | (347 | ) | (109 | ) | (302 | ) | (758 | ) | ||||||||||||||||
Interest income |
270 | 91 | 179 | 540 | 329 | 120 | 215 | 664 | ||||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions |
312 | (96 | ) | 6 | 222 | 23 | (19 | ) | (221 | ) | (217 | ) | ||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions |
(189 | ) | - | (21 | ) | (210 | ) | (1,919 | ) | (524 | ) | (520 | ) | (2,963 | ) | |||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments |
144 | (37 | ) | 26 | 133 | 29 | 46 | 7 | 82 | |||||||||||||||||||||||
Employer contributions |
778 | 43 | 284 | 1,105 | 202 | 11 | 299 | 512 | ||||||||||||||||||||||||
Benefit payments |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Reclassification of benefits (a) |
- | 8 | (1 | ) | 7 | - | 2 | (2 | ) | - | ||||||||||||||||||||||
Currency retranslation |
18 | - | 162 | 180 | (11 | ) | - | 146 | 135 | |||||||||||||||||||||||
31 December |
783 | 444 | (1,788 | ) | (561 | ) | (1,018 | ) | 239 | (2,394 | ) | (3,173 | ) |
(a) | Certain liabilities have been reclassified as employee benefit liabilities. |
The actual return on plan assets during 2017 was 2,015 million, being 1,475 million of asset returns and 540 million of interest income shown in the tables above (2016: 2,541 million).
The duration of the defined benefit plan liabilities (representing 96% of total pension liabilities) and the split of liabilities between different categories of plan participants are:
UK | Netherlands |
Rest of
world (a) |
2017
Total |
UK | Netherlands |
Rest
of
world (a) |
2016
Total |
|||||||||||||||||||||||||
Duration (years) |
17 | 19 | 13 | 8 to 24 | 18 | 20 | 14 | 8 to 20 | ||||||||||||||||||||||||
Active members |
14% | 22% | 16% | 18% | 15% | 25% | 19% | 20% | ||||||||||||||||||||||||
Deferred members |
32% | 30% | 15% | 26% | 33% | 30% | 14% | 26% | ||||||||||||||||||||||||
Retired members |
54% | 48% | 69% | 56% | 52% | 45% | 67% | 54% |
(a) | Rest of world numbers shown are weighted averages by liabilities. |
Annual Report on Form 20-F 2017 | Financial Statements | 101 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
PLAN ASSETS
The fair value of plan assets, which are reported net of fund liabilities that are not employee benefits, at the end of the reporting period for each category are as follows:
million 31 December 2017 |
million 31 December 2016 |
|||||||||||||||||||||||||||||||
UK | Netherlands |
Rest of
world |
Pension
plans Total |
UK | Netherlands |
Rest of
world |
Pension
plans Total |
|||||||||||||||||||||||||
Total plan assets |
11,038 | 5,357 | 5,966 | 22,361 | 9,963 | 5,116 | 6,083 | 21,162 | ||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Equities total |
4,538 | 1,876 | 1,909 | 8,323 | 4,418 | 1,831 | 1,884 | 8,133 | ||||||||||||||||||||||||
Europe |
1,093 | 703 | 594 | 2,390 | 1,065 | 623 | 509 | 2,197 | ||||||||||||||||||||||||
North America |
2,320 | 668 | 842 | 3,830 | 2,266 | 698 | 865 | 3,829 | ||||||||||||||||||||||||
Other |
1,125 | 505 | 473 | 2,103 | 1,087 | 510 | 510 | 2,107 | ||||||||||||||||||||||||
Fixed income total |
4,210 | 2,500 | 2,954 | 9,664 | 4,727 | 2,665 | 2,890 | 10,282 | ||||||||||||||||||||||||
Government bonds |
2,162 | 879 | 1,376 | 4,417 | 2,774 | 1,114 | 1,438 | 5,326 | ||||||||||||||||||||||||
Investment grade corporate bonds |
1,368 | 485 | 1,207 | 3,060 | 1,361 | 438 | 1,128 | 2,927 | ||||||||||||||||||||||||
Other fixed income |
680 | 1,136 | 371 | 2,187 | 592 | 1,113 | 324 | 2,029 | ||||||||||||||||||||||||
Private equity |
401 | 89 | 3 | 493 | 504 | 124 | 6 | 634 | ||||||||||||||||||||||||
Property and real estate |
810 | 411 | 246 | 1,467 | 830 | 410 | 221 | 1,461 | ||||||||||||||||||||||||
Hedge funds |
673 | 297 | 970 | 687 | 3 | 481 | 1,171 | |||||||||||||||||||||||||
Other |
463 | 427 | 274 | 1,164 | 246 | 63 | 282 | 591 | ||||||||||||||||||||||||
Other plans |
312 | 312 | - | - | 336 | 336 | ||||||||||||||||||||||||||
Fund liabilities that are not employee benefits |
||||||||||||||||||||||||||||||||
Derivatives |
(57 | ) | 54 | (29 | ) | (32 | ) | (1,449 | ) | 20 | (17 | ) | (1,446 | ) |
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses swaps to hedge some of its exposure to inflation and interest rate risk the degree of this hedging of liabilities was 45% for the UK plan (2016: 35%) and 30% for the Netherlands plan (2016: 35%). Foreign currency exposures in part are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are commodities, cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to 14 million (0.1% of total plan assets) and 12 million (0.1% of total plan assets) at 31 December 2017 and 2016 respectively. Property includes property occupied by Unilever amounting to 32 million at 31 December 2017 (2016: 34 million).
The pension assets above exclude the assets in a Special Benefits Trust amounting to 63 million (2016: 79 million) to fund pension and similar liabilities in the United States (see also note 17A on pages 127 to 128). In 2016, pensions assets also excluded 68 million in an escrow account that would otherwise have been payable to the UK pension fund. In 2017, as a result of the triennial valuation of the UK fund, the monies held in escrow have been returned to the Group (see also note 11 page 112 and 113).
SENSITIVITIES
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Change in liabilities | ||||||||||||||
Change in assumption | UK | Netherlands | Total | |||||||||||
Discount rate |
Increase by 0.5% | -8% | -9% | -7% | ||||||||||
Inflation rate |
Increase by 0.5% | +7% | +9% | +6% | ||||||||||
Life expectancy |
Increase by 1 year | +4% | +4% | +4% | ||||||||||
Long-term medical cost inflation (b) |
Increase by 1.0% | 0% | 0% | +1% |
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
(b) | Long-term medical cost inflation only relates to post retirement medical plans. |
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
102 | Financial Statements | Annual Report on Form 20-F 2017 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
CASH FLOW
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the company in respect of unfunded plans. The table below sets out these amounts:
million 2018 |
million
2017 |
million
2016 |
million
2015 |
|||||||||||||
Estimate | ||||||||||||||||
Company contributions to funded plans: |
||||||||||||||||
Defined benefit |
245 | 954 | 355 | 356 | ||||||||||||
Defined contributions |
205 | 195 | 187 | 197 | ||||||||||||
Benefits paid by the company in respect of unfunded plans: |
||||||||||||||||
Defined benefit |
150 | 151 | 157 | 157 | ||||||||||||
Group cash flow in respect of pensions and similar benefits |
600 | 1,300 | 699 | 710 |
Following the conclusion of the 2016 triennial valuation of the UK pension fund the Group in agreement with the trustees, decided to contribute £600 million into the fund in 2017. Deficit contributions to the UK pension fund are expected to be nil for the next few years.
The Groups funding policy is to periodically review the contributions made to the plans while taking account of local legislations.
4C. SHARE-BASED COMPENSATION PLANS
The fair value of awards at grant date is calculated using appropriate pricing models. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.
As at 31 December 2017, the Group had share-based compensation plans in the form of performance shares, share options and other share awards.
The numbers in this note include those for Executive Directors and other key management shown in note 4A on page 97, Non-Executive Directors do not participate in any of the share-based compensation plans.
The charge in each of the last three years is shown below, and relates to equity-settled plans:
million | million | million | ||||||||||
Income statement charge | 2017 | 2016 | 2015 | |||||||||
Performance share plans |
(273 | ) | (185 | ) | (143 | ) | ||||||
Other plans |
(11 | ) | (13 | ) | (7 | ) | ||||||
(284 | ) | (198 | ) | (150 | ) |
PERFORMANCE SHARE PLANS
Performance share awards are made in respect of the Global Share Incentive Plan (GSIP) and the Management Co-Investment Plan (MCIP). The awards of each plan will vest between 0 and 200% of grant level, subject to the level of satisfaction of performance measures (limits for Executive Directors may vary, and are detailed in the Directors Remuneration Report on pages 47 to 76).
Under the GSIP, Unilevers managers receive annual awards of NV and PLC shares. The performance measures for GSIP are underlying sales growth, underlying operating margin, and cumulative operating cash flow for the Group, although GSIP awards to certain managers below Unilever Leadership Executive level may be subject to similar performance measures specific to their business unit. There is an additional target based on relative total shareholder return for senior executives. GSIP awards will vest after three years.
From 2017, the MCIP allows Unilevers managers to invest a proportion of their annual bonus (a maximum of 60% for Executive Directors, 100% for other managers) in shares in Unilever, and to receive a corresponding award of performance-related shares. The performance measures for MCIP are underlying sales growth, underlying EPS growth, and sustainability progress index for the Group. There is an additional target of return on invested capital for senior executives. MCIP awards will vest after four years.
A summary of the status of the Performance Share Plans as at 31 December 2017, 2016 and 2015 and changes during the years ended on these dates is presented below:
2017 Number of shares |
2016
Number of
|
2015
Number of
|
||||||||||
Outstanding at 1 January |
14,818,060 | 15,979,140 | 17,468,291 | |||||||||
Awarded |
4,962,345 | 7,016,274 | 8,890,394 | |||||||||
Vested |
(4,723,861 | ) | (6,983,053 | ) | (8,448,454 | ) | ||||||
Forfeited |
(1,371,797 | ) | (1,194,301 | ) | (1,931,091 | ) | ||||||
Outstanding at 31 December |
13,684,747 | 14,818,060 | 15,979,140 |
Annual Report on Form 20-F 2017 | Financial Statements | 103 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4C. SHARE-BASED COMPENSATION PLANS CONTINUED
Share award value information | 2017 | 2016 | 2015 | |||||||||
Fair value per share award during the year |
42.59 | 35.43 | 33.17 |
ADDITIONAL INFORMATION
At 31 December 2017, shares and options in NV or PLC totalling 14,760,786 (2016: 16,085,024) were held in respect of share-based compensation plans of NV, PLC and its subsidiaries, including North American plans.
To satisfy the options granted, certain NV group companies hold 15,802,464 (2016: 16,936,797) ordinary shares of NV or PLC. Shares acquired during 2017 represent 0.15% of the Groups called up share capital. The balance of shares held in connection with share plans at 31 December 2017 represented 0.5% (2016: 0.6%) of the Groups called up share capital.
The book value of 695 million (2016: 727 million) of all shares held in respect of share-based compensation plans for both NV and PLC is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2017 was 739 million (2016: 658 million).
At 31 December 2017, the exercise price of nil PLC options (2016: nil) were above the market price of the shares.
Shares held to satisfy options are accounted for in accordance with IAS 32 Financial Instruments: Presentation. All differences between the purchase price of the shares held to satisfy options granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves. The basis of the charge to operating profit for the economic value of options granted is discussed on page 103.
Between 31 December 2017 and 21 February 2018 (the latest practicable date for inclusion in this report), 1,268,802 shares were granted, 5,293,709 shares were vested and 29,551 shares were forfeited related to the Performance Share Plans.
5. NET FINANCE COSTS
Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities.
Borrowing costs are recognised based on the effective interest method.
Net finance costs | Notes | 2017 | 2016 | 2015 | ||||||||||||||||
Finance costs |
(556 | ) | (584 | ) | (516 | ) | ||||||||||||||
Bank loans and overdrafts |
(46 | ) | (67 | ) | (56 | ) | ||||||||||||||
Interest on bonds and other loans (a) |
(519 | ) | (501 | ) | (492 | ) | ||||||||||||||
Dividends paid on preference shares |
(4 | ) | (4 | ) | (4 | ) | ||||||||||||||
Net gain/(loss) on transactions for which hedge accounting is not applied (b) |
13 | (12 | ) | 36 | ||||||||||||||||
On foreign exchange derivatives |
384 | (215 | ) | (218 | ) | |||||||||||||||
Exchange difference on underlying items |
(371 | ) | 203 | 254 | ||||||||||||||||
Finance income |
157 | 115 | 144 | |||||||||||||||||
Pensions and similar obligations |
4B | (96 | ) | (94 | ) | (121 | ) | |||||||||||||
Net finance costs before non-underlying items (c) |
(495 | ) | (563 | ) | (493 | ) | ||||||||||||||
Premium paid on buy back of preference shares |
25 | (382 | ) | - | - | |||||||||||||||
(877 | ) | (563 | ) | (493 | ) |
(a) | Interest on bonds and other loans includes the impact of interest rate derivatives that are part of a fair value hedge accounting relationship and the recycling of results from the cash flow hedge accounting reserve relating to derivatives that were part of a cash flow hedge accounting relation. Includes an amount of (26) million (2016: nil) relating to unwinding of discount on deferred consideration for acquisitions and 65 million (2016: nil) release of provision for interest on indirect tax cases in Brazil for which a federal tax amnesty has been applied. |
(b) | For further details of derivatives for which hedge accounting is not applied, please refer to note 16C. |
(c) | See note 3 for explanation of non-underlying items. |
104 | Financial Statements | Annual Report on Form 20-F 2017 |
6. TAXATION
6A. INCOME TAX
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on the individual most likely outcome approach.
million | million | million | ||||||||||
Tax charge in income statement | 2017 | 2016 | 2015 | |||||||||
Current tax |
||||||||||||
Current year |
(2,398 | ) | (2,026 | ) | (1,992 | ) | ||||||
Over/(under) provided in prior years |
(21 | ) | 158 | (57 | ) | |||||||
(2,419 | ) | (1,868 | ) | (2,049 | ) | |||||||
Deferred tax |
||||||||||||
Origination and reversal of temporary differences |
51 | (65 | ) | 82 | ||||||||
Changes in tax rates |
609 | (7 | ) | (13 | ) | |||||||
Recognition of previously unrecognised losses brought forward |
92 | 18 | 19 | |||||||||
752 | (54 | ) | 88 | |||||||||
(1,667 | ) | (1,922 | ) | (1,961 | ) |
The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and the actual rate of taxation charged is as follows:
Reconciliation of effective tax rate |
%
2017 |
%
2016 |
%
2015 |
|||||||||
Computed rate of tax (a) |
26 | 26 | 24 | |||||||||
Differences between computed rate of tax and effective tax rate due to: |
||||||||||||
Incentive tax credits |
(4 | ) | (4 | ) | (5 | ) | ||||||
Withholding tax on dividends |
2 | 3 | 2 | |||||||||
Expenses not deductible for tax purposes |
1 | 1 | 1 | |||||||||
Irrecoverable withholding tax |
1 | 1 | 2 | |||||||||
Income tax reserve adjustments current and prior year |
- | (1 | ) | 2 | ||||||||
Transfer to/(from) unrecognised deferred tax assets |
1 | - | 1 | |||||||||
Others |
(1 | ) | - | - | ||||||||
Underlying effective tax rate |
26 | 26 | 27 | |||||||||
Non-underlying items within operating profit (b) |
1 | - | 1 | |||||||||
Premium paid on buy back of preference shares (b) |
1 | - | - | |||||||||
Impact of US tax reform (b) |
(7 | ) | - | - | ||||||||
Effective tax rate |
21 | 26 | 28 |
(a) | The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of profit before taxation generated in each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates. |
(b) | See note 3 for explanation of non-underlying items |
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. In 2017 the effective tax rate has been increased by disposals in relatively high taxed locations and the significant impact of non-deductible costs relating to the buy-back of preference shares.
Impact of US Tax Reform On 22 December 2017 HR1, formerly known as the Tax Cuts and Jobs Act, was signed into law in the United States. As a result of this, we have recognized a tax benefit of 578 million, primarily due to a re-measurement of US deferred tax assets and liabilities at the new lower 21% federal tax rate. This benefit is excluded from underlying earnings per share. The US tax rate reduction will have a positive impact on our future tax rate but the Act includes other provisions related to cross border payments which could offset this benefit. We are still assessing the overall impact on our future effective tax rate but at this stage we do not expect it to be significant.
The Groups future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation and still to be determined tax reform proposals in the EU and Switzerland, as well as the impact of acquisitions, disposals and any restructuring of our businesses.
Annual Report on Form 20-F 2017 | Financial Statements | 105 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
6B. DEFERRED TAX
Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:
| goodwill not deductible for tax purposes; |
| the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and |
| differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. |
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||
Movements in 2017 and 2016 |
As at
1 January 2017 |
Income
statement |
Other |
As at
31 December 2017 |
As at
1 January 2016 |
Income
statement |
Other |
As at
31 December 2016 |
||||||||||||||||||||||||
Pensions and similar obligations |
766 | (16 | ) | (434 | ) | 316 | 557 | 7 | 202 | 766 | ||||||||||||||||||||||
Provisions and accruals |
922 | (154 | ) | (115 | ) | 653 | 708 | 68 | 146 | 922 | ||||||||||||||||||||||
Goodwill and intangible assets |
(1,928 | ) | 654 | (378 | ) | (1,652 | ) | (1,301 | ) | (104 | ) | (523 | ) | (1,928 | ) | |||||||||||||||||
Accelerated tax depreciation |
(870 | ) | 109 | 82 | (679 | ) | (752 | ) | (85 | ) | (33 | ) | (870 | ) | ||||||||||||||||||
Tax losses |
131 | (36 | ) | 35 | 130 | 123 | (6 | ) | 14 | 131 | ||||||||||||||||||||||
Fair value gains |
(7 | ) | 104 | 3 | 100 | (25 | ) | 14 | 4 | (7 | ) | |||||||||||||||||||||
Fair value losses |
29 | 65 | (70 | ) | 24 | 16 | 8 | 5 | 29 | |||||||||||||||||||||||
Share-based payments |
169 | (5 | ) | 30 | 194 | 190 | (14 | ) | (7 | ) | 169 | |||||||||||||||||||||
Other |
81 | 31 | (26 | ) | 86 | (75 | ) | 58 | 98 | 81 | ||||||||||||||||||||||
(707 | ) | 752 | (873 | ) | (828 | ) | (559 | ) | (54 | ) | (94 | ) | (707 | ) |
At the balance sheet date, the Group had unused tax losses of 4,676 million (2016: 4,138 million) and tax credits amounting to 612 million (2016: 644 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of 4,179 million (2016: 3,622 million) and tax credits of 612 million (2016: 629 million), as it is not probable that there will be future taxable profits within the entities against which the losses can be utilised. The majority of these tax losses and credits arise in tax jurisdictions where they do not expire with the exception of 2,934 million (2016: 2,363 million) comprising corporate income tax losses in the Netherlands which expire between now and 2026 and state and federal tax losses in the US which expire between now and 2037.
Other deductible temporary differences of 51 million (2016: 52 million) have not been recognised as a deferred tax asset. There is no expiry date for these differences.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised was 1,719 million (2016: 1,557 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:
million | million | million | million | million | million | |||||||||||||||||||
Deferred tax assets and liabilities |
Assets
2017 |
Assets 2016 |
Liabilities
2017 |
Liabilities
2016 |
Total 2017 |
Total 2016 |
||||||||||||||||||
Pensions and similar obligations |
294 | 568 | 22 | 198 | 316 | 766 | ||||||||||||||||||
Provisions and accruals |
465 | 579 | 188 | 343 | 653 | 922 | ||||||||||||||||||
Goodwill and intangible assets |
86 | 2 | (1,738 | ) | (1,930 | ) | (1,652 | ) | (1,928 | ) | ||||||||||||||
Accelerated tax depreciation |
(21 | ) | (60 | ) | (658 | ) | (810 | ) | (679 | ) | (870 | ) | ||||||||||||
Tax losses |
125 | 128 | 5 | 3 | 130 | 131 | ||||||||||||||||||
Fair value gains |
23 | 28 | 77 | (35 | ) | 100 | (7 | ) | ||||||||||||||||
Fair value losses |
3 | 9 | 21 | 20 | 24 | 29 | ||||||||||||||||||
Share-based payments |
74 | 44 | 120 | 125 | 194 | 169 | ||||||||||||||||||
Other |
36 | 56 | 50 | 25 | 86 | 81 | ||||||||||||||||||
1,085 | 1,354 | (1,913 | ) | (2,061 | ) | (828 | ) | (707 | ) | |||||||||||||||
Of which deferred tax to be recovered/(settled) after more than 12 months |
730 | 1,157 | (1,868 | ) | (2,206 | ) | (1,138 | ) | (1,049 | ) |
106 | Financial Statements | Annual Report on Form 20-F 2017 |
6C. TAX ON OTHER COMPREHENSIVE INCOME
Income tax is recognised in other comprehensive income for items recognised directly in equity.
Tax effects of the components of other comprehensive income were as follows:
million | million | million | million | million | million | |||||||||||||||||||
Before tax 2017 |
Tax
2017 |
After tax 2017 |
Before tax 2016 |
Tax
2016 |
After tax 2016 |
|||||||||||||||||||
Fair value gains/(losses) on financial instruments |
(61 | ) | (14 | ) | (75 | ) | (15 | ) | - | (15 | ) | |||||||||||||
Remeasurements of defined benefit pension plans |
1,620 | (338 | ) | 1,282 | (1,221 | ) | 241 | (980 | ) | |||||||||||||||
Currency retranslation gains/(losses) |
(1,024 | ) | 41 | (983 | ) | 217 | - | 217 | ||||||||||||||||
535 | (311 | ) | 224 | (1,019 | ) | 241 | (778 | ) |
7. COMBINED EARNINGS PER SHARE
The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury shares.
In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share options by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders equity, net profit attributable to shareholders equity is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual items within net profit but not operating profit.
Earnings per share for total operations for the 12 months were as follows:
| | | ||||||||||||||||||
2017 | 2016 | 2015 | ||||||||||||||||||
Basic earnings per share |
2.16 | 1.83 | 1.73 | |||||||||||||||||
Diluted earnings per share |
2.15 | 1.82 | 1.72 | |||||||||||||||||
Underlying earnings per share |
2.24 | 2.03 | 1.93 | |||||||||||||||||
Millions of share units | ||||||||||||||||||||
Calculation of average number of share units | 2017 | 2016 | 2015 | |||||||||||||||||
Average number of shares: NV |
1,714.7 | 1,714.7 | 1,714.7 | |||||||||||||||||
PLC |
1,310.2 | 1,310.2 | 1,310.2 | |||||||||||||||||
Less treasury shares held by employee share trusts and companies |
(223.3 | ) | (184.7 | ) | (184.8 | ) | ||||||||||||||
Combined average number of share units - used for basic earnings per share |
2,801.6 | 2,840.2 | 2,840.1 | |||||||||||||||||
Add dilutive effect of share-based compensation plans |
12.4 | 13.7 | 15.3 | |||||||||||||||||
Diluted combined average number of share units used for diluted and underlying earnings per share |
2,814.0 | 2,853.9 | 2,855.4 | |||||||||||||||||
Calculation of earnings | Notes |
million
2017 |
million
2016 |
million
2015 |
||||||||||||||||
Net profit |
6,486 | 5,547 | 5,259 | |||||||||||||||||
Non-controlling interests |
(433 | ) | (363 | ) | (350 | ) | ||||||||||||||
Net profit attributable to shareholders equity used for basic and diluted earnings per share |
6,053 | 5,184 | 4,909 | |||||||||||||||||
Post tax impact of non-underlying items |
3 | 262 | 601 | 605 | ||||||||||||||||
Underlying profit attributable to shareholders equity used for underlying earnings per share |
6,315 | 5,785 | 5,514 |
Annual Report on Form 20-F 2017 | Financial Statements | 107 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
8. DIVIDENDS ON ORDINARY CAPITAL
Dividends are recognised on the date that the shareholders right to receive payment is established. This is generally the date when the dividend is declared.
million | million | million | ||||||||||
Dividends on ordinary capital during the year | 2017 | 2016 | 2015 | |||||||||
NV dividends |
(2,154 | ) | (1,974 | ) | (1,862 | ) | ||||||
PLC dividends |
(1,762 | ) | (1,626 | ) | (1,542 | ) | ||||||
(3,916 | ) | (3,600 | ) | (3,404 | ) |
Four quarterly interim dividends were declared and paid during 2017 totalling 1.40 (2016: 1.26) per NV ordinary share and £1.22 (2016: £1.04) per PLC ordinary share.
Quarterly dividends of 0.36 per NV ordinary share and £0.32 per PLC ordinary share were declared on 1 February 2018, to be paid in March 2018. See note 27 Events after the balance sheet date on page 137. Total dividends declared in relation to 2017 were 1.43 (2016: 1.28) per NV ordinary share and £1.26 (2016: £1.09) per PLC ordinary share.
9. GOODWILL AND INTANGIBLE ASSETS
GOODWILL
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment. The Group has 13 cash generating units (CGUs), of which 12 are based on the three geographical areas and four product categories (excluding Spreads from the Foods category). A separate CGU has been recognised for the global Spreads business on the announcement to dispose of the business.
Goodwill acquired in a business combination is allocated to the Groups CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination. These might not always be the same as the CGUs that include the assets and liabilities of the acquired business. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than an operating segment.
INTANGIBLE ASSETS
Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition.
Development expenditure for internally-produced intangible assets is capitalised only if the costs can be reliably measured, future economic benefits are probable, the product is technically feasible and the Group has the intent and the resources to complete the project. Research expenditure to support development of internally-produced intangible assets is recognised in profit or loss as incurred.
Indefinite-life intangibles mainly comprise trademarks and brands. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.
Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds ten years.
.
108 | Financial Statements | Annual Report on Form 20-F 2017 |
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
million | million | million | million | million | ||||||||||||||||
Finite-life intangible assets | ||||||||||||||||||||
Movements during 2017 | Goodwill |
Indefinite-life intangible assets |
Software |
Other | Total | |||||||||||||||
Cost |
||||||||||||||||||||
1 January 2017 |
18,789 | 8,358 | 2,578 | 1,068 | 30,793 | |||||||||||||||
Acquisitions of group companies |
2,557 | 2,622 | - | 88 | 5,267 | |||||||||||||||
Reclassification to held for sale (a) |
(2,228 | ) | (82 | ) | (1 | ) | - | (2,311 | ) | |||||||||||
Reclassification from held for sale |
28 | - | - | - | 28 | |||||||||||||||
Additions |
- | - | 153 | 1 | 154 | |||||||||||||||
Disposals |
- | - | (78 | ) | (1 | ) | (79 | ) | ||||||||||||
Currency retranslation |
(1,104 | ) | (623 | ) | (153 | ) | (66 | ) | (1,946 | ) | ||||||||||
31 December 2017 |
18,042 | 10,275 | 2,499 | 1,090 | 31,906 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2017 |
(1,165 | ) | (13 | ) | (1,484 | ) | (698 | ) | (3,360 | ) | ||||||||||
Amortisation/impairment for the year |
- | - | (324 | ) | (41 | ) | (365 | ) | ||||||||||||
Disposals |
- | - | 78 | 1 | 79 | |||||||||||||||
Currency retranslation |
4 | (1 | ) | 93 | 45 | 141 | ||||||||||||||
31 December 2017 |
(1,161 | ) | (14 | ) | (1,637 | ) | (693 | ) | (3,505 | ) | ||||||||||
Net book value 31 December 2017 (b) |
16,881 | 10,261 | 862 | 397 | 28,401 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
Finite-life intangible assets | ||||||||||||||||||||
Movements during 2016 | Goodwill |
Indefinite-life intangible assets |
Software | Other | Total | |||||||||||||||
Cost |
||||||||||||||||||||
1 January 2016 |
17,378 | 7,444 | 2,538 | 819 | 28,179 | |||||||||||||||
Acquisitions of group companies |
1,140 | 911 | - | 236 | 2,287 | |||||||||||||||
Disposals of group companies |
(2 | ) | (83 | ) | - | - | (85 | ) | ||||||||||||
Reclassification to held for sale |
(55 | ) | - | - | - | (55 | ) | |||||||||||||
Additions |
- | 2 | 225 | 6 | 233 | |||||||||||||||
Disposals |
- | - | (42 | ) | (1 | ) | (43 | ) | ||||||||||||
Currency retranslation |
328 | 84 | (143 | ) | 8 | 277 | ||||||||||||||
31 December 2016 |
18,789 | 8,358 | 2,578 | 1,068 | 30,793 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2016 |
(1,165 | ) | (13 | ) | (1,269 | ) | (673 | ) | (3,120 | ) | ||||||||||
Amortisation/impairment for the year |
- | - | (291 | ) | (19 | ) | (310 | ) | ||||||||||||
Disposals |
- | - | 42 | 1 | 43 | |||||||||||||||
Currency retranslation |
- | - | 34 | (7 | ) | 27 | ||||||||||||||
31 December 2016 |
(1,165 | ) | (13 | ) | (1,484 | ) | (698 | ) | (3,360 | ) | ||||||||||
Net book value 31 December 2016 (b) |
17,624 | 8,345 | 1,094 | 370 | 27,433 |
(a) | Goodwill and intangibles amounting to 2,311 million has been reclassified as held for sale, in relation to the Spreads business. Refer to note 22 for further details. |
(b) | Within the indefinite-life intangible assets there are three brands that have a significant carrying value: Knorr 1,770 million (2016: 1,866 million), Carver Korea 1,520 million (2016: nil) and Hellmanns 1,160 million (2016: 1,302 million). |
There are no significant carrying amounts of goodwill and intangible assets that are allocated across multiple cash generating units.
Goodwill acquired in a business combination is allocated to Unilevers cash generating units for the purposes of impairment testing. The assets acquired in business combinations are also assessed to determine the impact on the Groups cash generating units, particularly whether new cash generating units are created. This assessment and allocation has not been completed for acquisitions completed during 2017, except for goodwill and assets acquired for Living Proof which are included in the Personal Care The Americas cash generating unit. At 31 December 2017 goodwill of 2,405 million has not been allocated to Unilevers cash generating units for the purposes of impairment testing, there is no indication that the acquired goodwill and assets are impaired.
Annual Report on Form 20-F 2017 | Financial Statements | 109 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
IMPAIRMENT CHARGES
We have tested all material goodwill and indefinite-life intangible assets for impairment. No impairments were identified.
SIGNIFICANT CGUS
The goodwill and indefinite-life intangible assets held in the three CGUs relating to Foods (excluding spreads) across the geographical areas and Personal Care The Americas are considered significant within the total carrying amounts of goodwill and indefinite-life intangible assets at 31 December 2017 in terms of size, headroom and sensitivity to assumptions used.
The goodwill and indefinite-life intangible assets held in the significant CGUs are:
billion | billion | |||||||
2017 CGUs | Goodwill |
Indefinite-life intangible assets |
||||||
Foods (excluding spreads) Europe |
4.5 | 1.6 | ||||||
Foods (excluding spreads) The Americas |
2.8 | 1.4 | ||||||
Foods (excluding spreads) Asia/AMET/RUB |
1.5 | 0.4 | ||||||
Personal Care The Americas |
2.5 | 1.5 |
In addition, the global Spreads CGU is considered significant, with a carrying value of 2,228 million in goodwill and 82 million in indefinite-life intangible assets. These have been classified as assets held for sale, refer note 22.
billion | billion | |||||||
2016 CGUs | Goodwill |
Indefinite-life
intangible assets |
||||||
Foods Europe |
5.8 | 1.6 | ||||||
Foods The Americas |
3.9 | 1.6 | ||||||
Foods Asia/AMET/RUB |
1.8 | 0.5 | ||||||
Personal Care The Americas |
2.8 | 1.7 |
Value in use has been calculated as the present value of projected cash flows. A pre-tax discount rate of 7.4% (2016: 7.4%) was used.
For the significant CGUs, the following key assumptions were used in the discounted cash flow projections:
Foods | Foods | Foods | Personal Care | |||||||||||||
(excluding spreads)
Europe |
(excluding spreads) The Americas |
(excluding spreads) Asia/ AMET/RUB |
The Americas |
|||||||||||||
Longer-term sustainable growth rates |
0.9% | 1.5% | 3.9% | 1.5% | ||||||||||||
Average near-term nominal growth rates |
-2.1% | 3.8% | 6.3% | 4.7% | ||||||||||||
Average operating margins |
17% | 21% | 18% | 20% |
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows.
The growth rates and margins used to estimate future performance are based on the conservative end of the range of estimates from past performance, our annual forecast and three year strategic plan extended to year 4 and 5.
We have performed sensitivity analyses around the base assumptions. There are no reasonably possible changes in a key assumption that would cause the carrying amount to exceed the recoverable amount.
110 | Financial Statements | Annual Report on Form 20-F 2017 |
10. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values are reviewed at least annually. Estimated useful lives by major class of assets are as follows:
Freehold buildings (no depreciation on freehold land) | 40 years | |
Leasehold land and buildings | 40 years (or life of lease if less) | |
Plant and equipment | 220 years |
Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment exists, the assets or cash generating units recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.
million | million | million | ||||||||||
Land and | Plant and | |||||||||||
Movements during 2017 | buildings | equipment | Total | |||||||||
Cost |
||||||||||||
1 January 2017 |
4,745 | 16,462 | 21,207 | |||||||||
Acquisitions of group companies |
13 | 29 | 42 | |||||||||
Disposals of group companies |
(16 | ) | (78 | ) | (94 | ) | ||||||
Additions |
314 | 1,218 | 1,532 | |||||||||
Disposals |
(19 | ) | (440 | ) | (459 | ) | ||||||
Currency retranslation |
(384 | ) | (1,283 | ) | (1,667 | ) | ||||||
Reclassification as held for sale (a) |
(191 | ) | (972 | ) | (1,163 | ) | ||||||
31 December 2017 |
4,462 | 14,936 | 19,398 | |||||||||
Accumulated depreciation |
||||||||||||
1 January 2017 |
(1,483 | ) | (8,051 | ) | (9,534 | ) | ||||||
Disposals of group companies |
1 | 29 | 30 | |||||||||
Depreciation charge for the year |
(142 | ) | (1,031 | ) | (1,173 | ) | ||||||
Disposals |
14 | 400 | 414 | |||||||||
Currency retranslation |
100 | 543 | 643 | |||||||||
Reclassification as held for sale |
81 | 552 | 633 | |||||||||
31 December 2017 |
(1,429 | ) | (7,558 | ) | (8,987 | ) | ||||||
Net book value 31 December 2017 (b) |
3,033 | 7,378 | 10,411 | |||||||||
Includes payments on account and assets in course of construction |
93 | 972 | 1,065 |
(a) | Includes 548 million in property plant and equipment related to the Spreads business. Refer to note 22 for further details. |
(b) | Includes 247 million (2016: 249 million) of freehold land. |
The Group has commitments to purchase property, plant and equipment of 323 million (2016: 478 million).
Annual Report on Form 20-F 2017 | Financial Statements | 111 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
10. PROPERTY, PLANT AND EQUIPMENT CONTINUED
million | million | million | ||||||||||
Land and | Plant and | |||||||||||
Movements during 2016 | buildings | equipment | Total | |||||||||
Cost |
||||||||||||
1 January 2016 |
4,551 | 15,366 | 19,917 | |||||||||
Acquisitions of group companies |
- | 13 | 13 | |||||||||
Disposals of group companies |
(1 | ) | (11 | ) | (12 | ) | ||||||
Additions |
358 | 1,553 | 1,911 | |||||||||
Disposals |
(84 | ) | (521 | ) | (605 | ) | ||||||
Currency retranslation |
23 | 64 | 87 | |||||||||
Reclassification as held for sale |
(102 | ) | (2 | ) | (104 | ) | ||||||
31 December 2016 |
4,745 | 16,462 | 21,207 | |||||||||
Accumulated depreciation |
||||||||||||
1 January 2016 |
(1,443 | ) | (7,416 | ) | (8,859 | ) | ||||||
Disposals of group companies |
1 | 7 | 8 | |||||||||
Depreciation charge for the year |
(149 | ) | (1,005 | ) | (1,154 | ) | ||||||
Disposals |
56 | 332 | 388 | |||||||||
Currency retranslation |
5 | (15 | ) | (10 | ) | |||||||
Reclassification as held for sale |
47 | 46 | 93 | |||||||||
31 December 2016 |
(1,483 | ) | (8,051 | ) | (9,534 | ) | ||||||
Net book value 31 December 2016 |
3,262 | 8,411 | 11,673 | |||||||||
Includes payments on account and assets in course of construction |
189 | 1,236 | 1,425 |
11. OTHER NON-CURRENT ASSETS
Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.
Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Groups share of their net assets and liabilities. The Groups share of the profit or loss after tax of joint ventures and associates is included in the Groups consolidated profit before taxation.
Where the Groups share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee.
Biological assets are measured at fair value less costs to sell with any changes recognised in the income statement.
million | million | |||||||
2017 | 2016 | |||||||
Interest in net assets of joint ventures |
32 | 36 | ||||||
Interest in net assets of associates |
44 | 51 | ||||||
Long-term trade and other receivables (a) |
265 | 306 | ||||||
Operating lease prepayments for land |
116 | 115 | ||||||
Fair value of biological assets |
17 | 51 | ||||||
Other non-current assets (b) |
83 | 159 | ||||||
557 | 718 |
(a) | Mainly relate to indirect tax receivables where we do not have the contractual right to receive payment within 12 months. |
(b) | 2017 mainly relates to tax assets (2016: assets held in escrow for the UK pension fund and tax assets). |
112 | Financial Statements | Annual Report on Form 20-F 2017 |
11. OTHER NON-CURRENT ASSETS CONTINUED
Movements during 2017 and 2016 |
million
2017 |
million
2016 |
||||||
Joint ventures (a) |
||||||||
1 January |
36 | 48 | ||||||
Additions |
- | 24 | ||||||
Dividends received/reductions |
(155 | ) | (151 | ) | ||||
Share of net profit/(loss) |
155 | 130 | ||||||
Currency retranslation |
(4 | ) | (15 | ) | ||||
31 December |
32 | 36 | ||||||
Associates (b) |
||||||||
1 January |
51 | 59 | ||||||
Additions |
5 | 7 | ||||||
Dividend received/reductions |
(10 | ) | (8 | ) | ||||
Share of net profit/(loss) |
- | (3 | ) | |||||
Currency retranslation |
(2 | ) | (4 | ) | ||||
31 December |
44 | 51 |
(a) | Our principal joint ventures are Unilever Jerónimo Martins for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world. |
(b) | Associates as at 31 December 2017 primarily comprise our investments in Langholm Capital Partners. Other Unilever Ventures assets are included under Other non-current non-financial assets. |
The joint ventures and associates have no significant contingent liabilities to which the Group is exposed, and the Group has no significant contingent liabilities in relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 136.
12. INVENTORIES
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale.
Inventories |
million
2017 |
million
2016 |
||||||
Raw materials and consumables |
1,274 | 1,385 | ||||||
Finished goods and goods for resale |
2,688 | 2,893 | ||||||
3,962 | 4,278 |
Inventories with a value of 92 million (2016: 110 million) are carried at net realisable value, this being lower than cost. During 2017, 109 million (2016: 113 million) was charged to the income statement for damaged, obsolete and lost inventories. In 2017, 90 million (2016: 113 million) was utilised or released to the income statement from inventory provisions taken in earlier years.
In 2017 inventory of 129 million related to the Spreads business has been reclassified to assets held for sale, refer to note 22 on page 136.
13. TRADE AND OTHER CURRENT RECEIVABLES
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently these assets are held at amortised cost, using the effective interest method and net of any impairment losses.
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the Groups customer base being large and diverse. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets.
Annual Report on Form 20-F 2017 | Financial Statements | 113 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
13. TRADE AND OTHER CURRENT RECEIVABLES CONTINUED
Trade and other current receivables |
million
2017 |
million
2016 |
||||||
Due within one year |
||||||||
Trade receivables |
3,439 | 3,329 | ||||||
Prepayments and accrued income |
452 | 504 | ||||||
Other receivables |
1,331 | 1,269 | ||||||
5,222 | 5,102 |
Other receivables comprise financial assets of 281 million (2016: 396 million), and non-financial assets of 1,050 million (2016: 873 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax.
million | million | |||||||
Ageing of trade receivables | 2017 | 2016 | ||||||
Total trade receivables |
3,599 | 3,472 | ||||||
Less impairment provision for trade receivables |
(160 | ) | (143 | ) | ||||
3,439 | 3,329 | |||||||
Of which: |
||||||||
Not overdue |
2,714 | 2,537 | ||||||
Past due less than three months |
621 | 666 | ||||||
Past due more than three months but less than six months |
95 | 102 | ||||||
Past due more than six months but less than one year |
59 | 69 | ||||||
Past due more than one year |
110 | 98 | ||||||
Impairment provision for trade receivables |
(160 | ) | (143 | ) | ||||
3,439 | 3,329 | |||||||
million | million | |||||||
Impairment provision for total trade and other receivables | 2017 | 2016 | ||||||
1 January |
166 | 155 | ||||||
Charge to income statement |
51 | 42 | ||||||
Reduction/releases |
(21 | ) | (35 | ) | ||||
Currency translations |
(12 | ) | 4 | |||||
31 December |
184 | 166 |
The total impairment provision includes 160 million (2016: 143 million) for current trade receivables, 10 million (2016: 10 million) for other current receivables and 14 million (2016: 13 million) for non-current trade and other receivables, refer to note 11.
14. TRADE PAYABLES AND OTHER LIABILITIES
TRADE PAYABLES
Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method.
OTHER LIABILITIES
Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:
| Accruals are subsequently measured at amortised cost, using the effective interest method. |
| Social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method. |
| Deferred consideration is subsequently measured at fair value with changes in the income statement as explained below. |
| Others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement. |
Deferred Consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise of contingent consideration and fixed deferred consideration:
| Fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions |
| Contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable |
All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet it is re-measured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs within non-underlying items in the income statement.
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
114 | Financial Statements | Annual Report on Form 20-F 2017 |
14. TRADE PAYABLES AND OTHER LIABILITIES CONTINUED
Trade payables and other liabilities |
million
2017 |
million
2016 |
||||||
Current: due within one year |
||||||||
Trade payables |
8,217 | 8,591 | ||||||
Accruals |
3,666 | 3,655 | ||||||
Social security and sundry taxes |
539 | 468 | ||||||
Deferred consideration |
26 | 151 | ||||||
Others |
978 | 1,006 | ||||||
13,426 | 13,871 | |||||||
Non-current: due after more than one year |
||||||||
Accruals |
146 | 159 | ||||||
Deferred consideration |
485 | 443 | ||||||
Others |
69 | 65 | ||||||
700 | 667 | |||||||
Total trade |
14,126 | 14,538 |
Included in others are third party royalties, certain derivatives and dividends to non-controlling interests.
Deferred Consideration
At 31 December 2017, the total balance of deferred consideration for acquisitions is 511 million (2016: 594 million), of which contingent consideration is 445 million (2016: 380 million). These payments fall due up until 2022 with a maximum possible total payment of 2,231 million.
15. CAPITAL AND FUNDING
ORDINARY SHARES
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
INTERNAL HOLDINGS
The ordinary shares numbered 1 to 2,400 (inclusive) in NV (Special Shares) and deferred stock of PLC are held as to one half of each class by N.V. Elma a subsidiary of NV and one half by United Holdings Limited a subsidiary of PLC. This capital is eliminated on consolidation.
SHARE-BASED COMPENSATION
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 4C on pages 103 to 104.
OTHER RESERVES
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
SHARES HELD BY EMPLOYEE SHARE TRUSTS AND GROUP COMPANIES
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts borrowings are included in the Groups liabilities. The costs of the trusts are included in the results of the Group. These shares are excluded from the calculation of earnings per share.
FINANCIAL LIABILITIES
Financial liabilities are initially recognised at fair value, less any directly related transaction costs. Certain bonds are designated as being part of a fair value hedge relationship. In these cases, the bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in profit and loss. Other financial liabilities, excluding derivatives, are subsequently carried at amortised cost.
DERIVATIVE FINANCIAL INSTRUMENTS
The Groups use of, and accounting for, derivative instruments is explained in note 16 on page 121 and on pages 125 to 126.
The Groups Treasury activities are designed to:
| maintain a competitive balance sheet in line with at least A/A2 rating (see below); |
| secure funding at lowest costs for the Groups operations, M&A activity and external dividend payments (see below); |
| protect the Groups financial results and position from financial risks (see note 16); |
| maintain market risks within acceptable parameters, while optimising returns (see note 16); and |
| protect the Groups financial investments, while maximising returns (see note 17). |
The Treasury department provides central deposit taking, funding and foreign exchange management services for the Groups operations. The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken periodically by corporate audit.
Annual Report on Form 20-F 2017 | Financial Statements | 115 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15. CAPITAL AND FUNDING CONTINUED
Key instruments used by the department are:
| short-term and long-term borrowings; |
| cash and cash equivalents; and |
| plain vanilla derivatives, including interest rate swaps and foreign exchange contracts. |
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use of leveraged instruments is not permitted.
Unilever considers the following components of its balance sheet to be managed capital:
| total equity retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B); |
| short-term debt current financial liabilities (note 15C); and |
| long-term debt non-current bank loans, bonds and other loans (note 15C). |
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate balance of debt and equity. The capital structure of the Group is based on managements judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the equivalent of a credit rating of at least A/A2 in the long-term. This provides us with:
| appropriate access to the debt and equity markets; |
| sufficient flexibility for acquisitions; |
| sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and |
| optimal weighted average cost of capital, given the above constraints. |
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.
15A. SHARE CAPITAL
Issued, | Issued, | |||||||||||||||
called up | called up | |||||||||||||||
and | and | |||||||||||||||
Authorised (a) | fully paid (b) | Authorised (a) | fully paid (b) | |||||||||||||
2017 | 2017 | 2016 | 2016 | |||||||||||||
Unilever N.V. | million | million | million | million | ||||||||||||
NV ordinary shares of 0.16 each |
480 | 274 | 480 | 274 | ||||||||||||
NV ordinary shares of 428.57 each (shares numbered 1 to 2,400 Special Shares) |
1 | 1 | 1 | 1 | ||||||||||||
Internal holdings eliminated on consolidation ( 428.57 shares) |
- | (1) | - | (1) | ||||||||||||
481 | 274 | 481 | 274 | |||||||||||||
Unilever PLC | £ million | £ million | ||||||||||||||
PLC ordinary shares of 3 1 / 9 p each |
40.8 | 40.8 | ||||||||||||||
PLC deferred stock of £1 each |
0.1 | 0.1 | ||||||||||||||
Internal holding eliminated on consolidation (£1 stock) |
(0.1) | (0.1) | ||||||||||||||
40.8 | 40.8 | |||||||||||||||
million | million | |||||||||||||||
Euro equivalent in millions (at £1.00 = 5.143) (c) |
210 | 210 | ||||||||||||||
Unilever Group | million | million | ||||||||||||||
Ordinary share capital of NV |
274 | 274 | ||||||||||||||
Ordinary share capital of PLC |
210 | 210 | ||||||||||||||
484 | 484 |
(a) | At 31 December 2017, Unilever N.V. had 3,000,000,000 (2016: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised share capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this. |
(b) | At 31 December 2017, the following quantities of shares were in issue: 1,714,727,700 of NV ordinary shares; 2,400 of NV Special Shares; 1,310,156,361 of PLC ordinary shares and 100,000 of PLC deferred stock. The same quantities were in issue at 31 December 2016. |
(c) | Conversion rate for PLC ordinary shares nominal value to euros is £1 = 5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the nominal value of PLC ordinary shares). |
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance report on pages 34 to 40.
A nominal dividend of 6% per annum is paid on the deferred stock of PLC.
116 | Financial Statements | Annual Report on Form 20-F 2017 |
15B. EQUITY
BASIS OF CONSOLIDATION
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to group companies is provided on pages 138 to 145.
SUBSIDIARIES WITH SIGNIFICANT NON-CONTROLLING INTERESTS
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary financial information in relation to HUL is shown below.
million | million | |||||||
HUL Balance sheet as at 31 December | 2017 | 2016 | ||||||
Non-current assets |
819 | 791 | ||||||
Current assets |
1,274 | 1,160 | ||||||
Current liabilities |
(1,030 | ) | (980 | ) | ||||
Non-current liabilities |
(135 | ) | (110 | ) | ||||
HUL Comprehensive income for the year ended 31 December | ||||||||
Turnover |
4,464 | 4,084 | ||||||
Profit after tax |
595 | 475 | ||||||
Total comprehensive income |
529 | 484 | ||||||
HUL Cash flow for the year ended 31 December | ||||||||
Net increase/(decrease) in cash and cash-equivalents |
(71 | ) | 14 | |||||
HUL Non-controlling interest | ||||||||
1 January |
(282 | ) | (271 | ) | ||||
Share of (profit)/loss for the year ended 31 December |
(195 | ) | (157 | ) | ||||
Other comprehensive income |
(3 | ) | (8 | ) | ||||
Dividend paid to the non-controlling interest |
172 | 157 | ||||||
Other changes in equity |
- | - | ||||||
Currency translation |
20 | (3 | ) | |||||
31 December |
(288 | ) | (282 | ) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY: ANALYSIS OF OTHER RESERVES
(a) | Relates to option on purchase of subsidiary for non-controlling interest. |
Unilever acquired 53,003,099 (2016: 3,902,584) NV ordinary shares and 53,359,284 (2016: 2,268,600) PLC shares through purchases on the stock exchanges during the year, which includes the share buyback programme as explained in note 24. These shares are held as treasury shares as a separate component of other reserves.
The total number of treasury shares held at 31 December 2017 was 201,538,909 (2016: 151,953,411) NV shares and 84,463,561 (2016: 33,241,009) PLC shares. Of these, 9,728,181 NV shares and 6,074,283 PLC shares were held in connection with share-based compensation plans (see note 4C on pages 103 to 104).
Annual Report on Form 20-F 2017 | Financial Statements | 117 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15B. EQUITY CONTINUED
Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, and note 6C on page 107.
million | million | |||||||
Remeasurement of defined benefit pension plans net of tax | 2017 | 2016 | ||||||
1 January |
(2,453 | ) | (1,473 | ) | ||||
Movement during the year |
1,282 | (980 | ) | |||||
31 December |
(1,171 | ) | (2,453 | ) |
Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, note 4B from page 98 to 103 and note 6C on page 107.
million | million | |||||||
Currency retranslation gains/(losses) movement during the year | 2017 | 2016 | ||||||
1 January |
(3,295 | ) | (3,512 | ) | ||||
Currency retranslation during the year: |
||||||||
Other reserves |
(903 | ) | 189 | |||||
Retained profit |
(27 | ) | 17 | |||||
Non-controlling interest |
(53 | ) | 11 | |||||
31 December |
(4,278 | ) | (3,295 | ) |
118 | Financial Statements | Annual Report on Form 20-F 2017 |
15C. FINANCIAL LIABILITIES
million | million | million | million | million | million | |||||||||||||||||||||||||||
Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||||||||||
Financial liabilities (a) | Notes | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | |||||||||||||||||||||||||
Preference shares |
- | - | - | - | 68 | 68 | ||||||||||||||||||||||||||
Bank loans and overdrafts (b) |
513 | 479 | 992 | 899 | 247 | 1,146 | ||||||||||||||||||||||||||
Bonds and other loans |
7,181 | 15,528 | 22,709 | 4,367 | 10,686 | 15,053 | ||||||||||||||||||||||||||
Finance lease creditors |
20 | 11 | 120 | 131 | 9 | 134 | 143 | |||||||||||||||||||||||||
Derivatives |
86 | 335 | 421 | 175 | 10 | 185 | ||||||||||||||||||||||||||
Other financial liabilities (c) |
177 | - | 177 | - | - | - | ||||||||||||||||||||||||||
7,968 | 16,462 | 24,430 | 5,450 | 11,145 | 16,595 |
(a) | For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Financial liabilities include 1 million (2016: 2 million) of secured liabilities. |
(c) | Includes options and other financial liabilities to acquire non-controlling interests in Carver Korea and EAC Myanmar, refer to note 21. |
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
Non -Cash Movement | ||||||||||||||||||||||||||||
Business | ||||||||||||||||||||||||||||
Opening | Cash | Acquisitions/ | Foreign | Fair | Other | Closing | ||||||||||||||||||||||
balance at | Movement | Disposals | exchange | value | movements | balance at | ||||||||||||||||||||||
1 January | changes | changes | 31 December | |||||||||||||||||||||||||
million | million | million | million | million | million | million | ||||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||
Preference shares |
(68 | ) | 68 | - | - | - | - | - | ||||||||||||||||||||
Bank loans and overdrafts (a) |
(1,146 | ) | 66 | (3 | ) | 98 | - | (7 | ) | (992 | ) | |||||||||||||||||
Bonds and other loans (a) |
(15,053 | ) | (9,008 | ) | - | 1,346 | (2 | ) | 8 | (22,709 | ) | |||||||||||||||||
Finance lease creditors |
(143 | ) | 14 | - | 6 | - | (8 | ) | (131 | ) | ||||||||||||||||||
Derivatives |
(185 | ) | - | - | - | (236 | ) | - | (421 | ) | ||||||||||||||||||
Other financial liabilities |
- | - | - | - | - | (177 | ) | (177 | ) | |||||||||||||||||||
Total |
(16,595 | ) | (8,860 | ) | (3 | ) | 1,450 | (238 | ) | (184 | ) | (24,430 | ) | |||||||||||||||
2016 |
||||||||||||||||||||||||||||
Preference shares |
(68 | ) | - | - | - | - | - | (68 | ) | |||||||||||||||||||
Bank loans and overdrafts (a) |
(1,064 | ) | (23 | ) | - | (42 | ) | - | (17 | ) | (1,146 | ) | ||||||||||||||||
Bonds and other loans (a) |
(12,703 | ) | (2,089 | ) | - | (190 | ) | (3 | ) | (68 | ) | (15,053 | ) | |||||||||||||||
Finance lease creditors |
(195 | ) | 35 | - | 21 | - | (4 | ) | (143 | ) | ||||||||||||||||||
Derivatives |
(124 | ) | - | - | - | (61 | ) | - | (185 | ) | ||||||||||||||||||
Other financial liabilities (a) |
(489 | ) | 289 | 200 | - | |||||||||||||||||||||||
Total |
(14,643 | ) | (1,788 | ) | - | (211 | ) | (64 | ) | 111 | (16,595 | ) |
(a) | These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term liabilities, additional financial liabilities and repayment of financial liabilities. The difference of 1 million (2016: 17 million) represents cash movements in overdrafts that are not included in financing cash flows. |
Annual Report on Form 20-F 2017 | Financial Statements | 119 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15C. FINANCIAL LIABILITIES CONTINUED
ANALYSIS OF BONDS AND OTHER LOANS
million | million | |||||||
Total | Total | |||||||
2017 | 2016 | |||||||
Unilever N.V. | ||||||||
Floating Rate Notes 2018 ( ) |
750 | 749 | ||||||
1.750% Bonds 2020 ( ) |
748 | 748 | ||||||
0.500% Notes 2022 ( ) |
744 | 743 | ||||||
1.375% Notes 2029 ( ) |
742 | - | ||||||
1.125% Bonds 2028 ( ) |
693 | 692 | ||||||
0.875% Notes 2025 ( ) |
646 | - | ||||||
0.375% Notes 2023 ( ) |
598 | - | ||||||
1.000% Notes 2027 ( ) |
597 | - | ||||||
1.000% Notes 2023 ( ) |
497 | 496 | ||||||
0.000% Notes 2021 ( ) |
496 | - | ||||||
0.500% Notes 2024 ( ) |
493 | 492 | ||||||
0.000% Notes 2020 ( ) |
299 | 299 | ||||||
2.950% Notes 2017 (Renminbi) |
- | 41 | ||||||
Commercial paper |
3,655 | 819 | ||||||
Total NV |
10,958 | 5,079 | ||||||
Unilever PLC |
||||||||
4.750% Bonds 2017 (£) |
- | 466 | ||||||
1.125% Notes 2022 (£) |
390 | - | ||||||
2.000% Notes 2018 (£) |
283 | (a) | 294 | (a) | ||||
1.375% Notes 2024 (£) |
280 | - | ||||||
1.875% Notes 2029 (£) |
278 | - | ||||||
Commercial paper |
- | 373 | ||||||
Total PLC |
1,231 | 1,133 | ||||||
Other group companies |
||||||||
Switzerland |
||||||||
Other |
6 | - | ||||||
United States |
||||||||
4.250% Notes 2021 (US$) |
834 | 950 | ||||||
5.900% Bonds 2032 (US$) |
826 | 942 | ||||||
2.900% Notes 2027 (US$) |
821 | - | ||||||
2.200% Notes 2022 (US$) |
704 | - | ||||||
1.800% Notes 2020 (US$) |
666 | - | ||||||
4.800% Bonds 2019 (US$) |
627 | 714 | ||||||
2.200% Notes 2019 (US$) |
625 | 711 | ||||||
2.000% Notes 2026 (US$) |
575 | 655 | ||||||
0.850% Notes 2017 (US$) |
- | 524 | ||||||
1.375% Notes 2021 (US$) |
456 | 519 | ||||||
2.100% Notes 2020 (US$) |
416 | 474 | ||||||
3.100% Notes 2025 (US$) |
413 | 470 | ||||||
2.600% Notes 2024 (US$) |
413 | - | ||||||
7.250% Bonds 2026 (US$) |
243 | 276 | ||||||
6.625% Bonds 2028 (US$) |
190 | 216 | ||||||
5.150% Notes 2020 (US$) |
129 | 149 | ||||||
7.000% Bonds 2017 (US$) |
- | 142 | ||||||
5.600% Bonds 2097 (US$) |
76 | 87 | ||||||
Commercial paper (US$) |
2,421 | 1,892 | ||||||
Other countries |
79 | 120 | ||||||
Total other group companies |
10,520 | 8,841 | ||||||
Total bonds and other loans |
22,709 | 15,053 |
(a) | Of which 2 million (2016: 3 million) relates to a fair value adjustment following the fair value hedge accounting of a fixed-for-floating interest rate swap. |
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
120 | Financial Statements | Annual Report on Form 20-F 2017 |
16. TREASURY RISK MANAGEMENT
DERIVATIVES AND HEDGE ACCOUNTING
Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below.
(I) FAIR VALUE HEDGES (a)
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.
(II) CASH FLOW HEDGES (a)
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Any ineffective elements of the hedge are recognised in the income statement. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.
(III) NET INVESTMENT HEDGES (a)
Certain derivatives are designated as hedges of the currency risk on the Groups investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1.
(IV) DERIVATIVES FOR WHICH HEDGE ACCOUNTING IS NOT APPLIED
Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.
(a) | Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2017 and 2016. |
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:
| liquidity risk (see note 16A); |
| market risk (see note 16B); and |
| credit risk (see note 17B). |
16A. MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Groups approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Groups credit rating, impair investor confidence and also restrict the Groups ability to raise funds.
The Group maintained a cautious funding strategy. This was the result of cash delivery from the business, coupled with the proceeds from bond issuances. This cash has been invested conservatively with low risk counter-parties at maturities of less than six months.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities for general corporate use.
On 31 December 2017 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of US$7,865 million (2016: US$6,550 million) with a 364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2018. In addition, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of 4,000 million (2016: nil)
Annual Report on Form 20-F 2017 | Financial Statements | 121 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16A. MANAGEMENT OF LIQUIDITY RISK CONTINUED
The following table shows Unilevers contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities at the balance sheet date:
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||||
Net | ||||||||||||||||||||||||||||||||||
carrying | ||||||||||||||||||||||||||||||||||
Due | Due | Due | Due | amount as | ||||||||||||||||||||||||||||||
Due | between | between | between | between | Due | shown in | ||||||||||||||||||||||||||||
within | 1 and | 2 and | 3 and | 4 and | after | balance | ||||||||||||||||||||||||||||
Undiscounted cash flows | Notes | 1 year | 2 years | 3 years | 4 years | 5 years | 5 years | Total | sheet | |||||||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Preference shares |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Bank loans and overdrafts |
(522 | ) | (221 | ) | (1 | ) | (1 | ) | (260 | ) | - | (1,005 | ) | (992 | ) | |||||||||||||||||||
Bonds and other loans |
(7,558 | ) | (1,577 | ) | (2,546 | ) | (2,026 | ) | (2,058 | ) | (9,953 | ) | (25,718 | ) | (22,709 | ) | ||||||||||||||||||
Finance lease creditors |
20 | (20 | ) | (18 | ) | (17 | ) | (16 | ) | (17 | ) | (118 | ) | (206 | ) | (131 | ) | |||||||||||||||||
Other financial liabilities |
(177 | ) | - | - | - | - | - | (177 | ) | (177 | ) | |||||||||||||||||||||||
Trade payables, accruals and other liabilities |
14 | (12,861 | ) | (215 | ) | (13,076 | ) | (13,076 | ) | |||||||||||||||||||||||||
Deferred consideration |
(26 | ) | (36 | ) | (27 | ) | (515 | ) | (3 | ) | (9 | ) | (616 | ) | (511 | ) | ||||||||||||||||||
(21,164 | ) | (2,067 | ) | (2,591 | ) | (2,558 | ) | (2,338 | ) | (10,080 | ) | (40,798 | ) | (37,596 | ) | |||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
349 | 64 | 727 | 51 | 754 | 1,380 | 3,325 | |||||||||||||||||||||||||||
Derivative contracts payments |
(319 | ) | (19 | ) | (753 | ) | (19 | ) | (797 | ) | (1,440 | ) | (3,347 | ) | ||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
24,935 | 24,935 | ||||||||||||||||||||||||||||||||
Derivative contracts payments |
(25,258 | ) | (25,258 | ) | ||||||||||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
||||||||||||||||||||||||||||||||||
Derivative contracts payments |
(19 | ) | (19 | ) | ||||||||||||||||||||||||||||||
(312 | ) | 45 | (26 | ) | 32 | (43 | ) | (60 | ) | (364 | ) | (534 | ) | |||||||||||||||||||||
Total |
(21,476 | ) | (2,022 | ) | (2,617 | ) | (2,526 | ) | (2,381 | ) | (10,140 | ) | (41,162 | ) | (38,130 | ) | ||||||||||||||||||
2016 |
||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Preference shares |
(4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (72 | ) | (92 | ) | (68 | ) | ||||||||||||||||||
Bank loans and overdrafts |
(909 | ) | (4 | ) | (243 | ) | - | - | - | (1,156 | ) | (1,146 | ) | |||||||||||||||||||||
Bonds and other loans |
(4,700 | ) | (1,335 | ) | (1,669 | ) | (1,882 | ) | (1,634 | ) | (6,733 | ) | (17,953 | ) | (15,053 | ) | ||||||||||||||||||
Finance lease creditors |
20 | (24 | ) | (18 | ) | (18 | ) | (17 | ) | (16 | ) | (127 | ) | (220 | ) | (143 | ) | |||||||||||||||||
Other financial liabilities |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Trade payables, accruals and other liabilities |
14 | (13,252 | ) | (224 | ) | - | - | - | - | (13,476 | ) | (13,476 | ) | |||||||||||||||||||||
Deferred consideration |
(151 | ) | (114 | ) | (24 | ) | - | (490 | ) | (10 | ) | (789 | ) | (594 | ) | |||||||||||||||||||
(19,040 | ) | (1,699 | ) | (1,958 | ) | (1,903 | ) | (2,144 | ) | (6,942 | ) | (33,686 | ) | (30,480 | ) | |||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
56 | 420 | - | - | - | - | 476 | |||||||||||||||||||||||||||
Derivative contracts payments |
(70 | ) | (429 | ) | - | - | - | - | (499 | ) | ||||||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
9,263 | - | - | - | - | - | 9,263 | |||||||||||||||||||||||||||
Derivative contracts payments |
(9,580 | ) | - | - | - | - | - | (9,580 | ) | |||||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||
Derivative contracts payments |
(3 | ) | - | - | - | - | - | (3 | ) | |||||||||||||||||||||||||
(334 | ) | (9 | ) | - | - | - | - | (343 | ) | (331 | ) | |||||||||||||||||||||||
Total |
(19,374 | ) | (1,708 | ) | (1,958 | ) | (1,903 | ) | (2,144 | ) | (6,942 | ) | (34,029 | ) | (30,811 | ) |
122 | Financial Statements | Annual Report on Form 20-F 2017 |
16A. MANAGEMENT OF LIQUIDITY RISK CONTINUED
The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are expected to have an impact on profit and loss in the same periods as the cash flows occur.
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||
Net | ||||||||||||||||||||||||||||||||
Due | Due | Due | Due | carrying | ||||||||||||||||||||||||||||
Due | between | between | between | between | Due | amount of | ||||||||||||||||||||||||||
within | 1 and 2 | 2 and 3 | 3 and 4 | 4 and 5 | after | related | ||||||||||||||||||||||||||
1 year | years | years | years | years | 5 years | Total | derivatives | (a) | ||||||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows |
3,510 | - | - | - | - | - | 3,510 | |||||||||||||||||||||||||
Foreign exchange cash outflows |
(3,536 | ) | - | - | - | - | - | (3,536 | ) | (8 | ) | |||||||||||||||||||||
Interest rate cash flows |
30 | 45 | (26 | ) | 31 | (44 | ) | (60 | ) | (24 | ) | (351 | ) | |||||||||||||||||||
Commodity contracts cash flows |
(19 | ) | - | - | - | - | - | (19 | ) | (7 | ) | |||||||||||||||||||||
2016 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows |
2,863 | - | - | - | - | - | 2,863 | |||||||||||||||||||||||||
Foreign exchange cash outflows |
(2,905 | ) | - | - | - | - | - | (2,905 | ) | (40 | ) | |||||||||||||||||||||
Interest rate cash flows |
4 | (6 | ) | - | - | - | - | (2 | ) | - | ||||||||||||||||||||||
Commodity contracts cash flows |
(3 | ) | - | - | - | - | - | (3 | ) | 18 |
(a) | See note 16C. |
16B. MANAGEMENT OF MARKET RISK
Unilevers size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
| commodity price risk; |
| currency risk; and |
| interest rate risk. |
The above risks may affect the Groups income and expenses, or the value of its financial instruments. The objective of the Groups management of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in profit and loss arising from market risk.
The Groups exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in note 16C.
Annual Report on Form 20-F 2017 | Financial Statements | 123 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16B. MANAGEMENT OF MARKET RISK CONTINUED
(a) | See the weighted average amount of net debt with fixed rate interest shown in the following table. |
124 | Financial Statements | Annual Report on Form 20-F 2017 |
16B. MANAGEMENT OF MARKET RISK CONTINUED
The following table shows the split in fixed and floating-rate interest exposures, taking into account the impact of interest rate swaps and cross-currency swaps:
million
2017 |
million
2016 |
|||||||
Cash and cash equivalents |
3,317 | 3,382 | ||||||
Current other financial assets |
770 | 599 | ||||||
Current financial liabilities |
(7,968 | ) | (5,450 | ) | ||||
Non-current financial liabilities |
(16,462 | ) | (11,145 | ) | ||||
Net debt |
(20,343 | ) | (12,614 | ) | ||||
Of which: |
||||||||
Fixed rate (weighted average amount of fixing for the following year) |
(16,216 | ) | (11,539 | ) |
16C. DERIVATIVES AND HEDGING
The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the following table. Derivatives used to hedge:
million | million | million | million | million | million | |||||||||||||||||||||||
Trade
and other
|
Financial
assets |
Trade Payables
and other
|
Current
financial liabilities |
Non-
current
|
Total | |||||||||||||||||||||||
31 December 2017 |
||||||||||||||||||||||||||||
Foreign exchange derivatives including cross currency swaps |
||||||||||||||||||||||||||||
Fair value hedges |
- | - | - | - | - | - | ||||||||||||||||||||||
Cash flow hedges |
32 | - | (40) | - | - | (8 | ) | |||||||||||||||||||||
Hedges of net investments in foreign operations |
- | 9 | - | (103 | ) (a) | - | (94 | ) | ||||||||||||||||||||
Hedge accounting not applied |
13 | 73 | (54) | 35 | (a) | - | 67 | |||||||||||||||||||||
Interest rate swaps |
||||||||||||||||||||||||||||
Fair value hedges |
- | 2 | - | - | - | 2 | ||||||||||||||||||||||
Cash flow hedges |
- | 2 | - | (18 | ) | (335 | ) | (351 | ) | |||||||||||||||||||
Hedge accounting not applied |
- | 30 | - | - | - | 30 | ||||||||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||||||
Cash flow hedges |
12 | - | (19) | - | - | (7 | ) | |||||||||||||||||||||
Hedge accounting not applied |
- | - | - | - | - | - | ||||||||||||||||||||||
57 | 116 | (113) | (86 | ) | (335 | ) | (361 | ) | ||||||||||||||||||||
Total assets | 173 | Total liabilities | (534 | ) | (361 | ) | ||||||||||||||||||||||
31 December 2016 |
||||||||||||||||||||||||||||
Foreign exchange derivatives including cross currency swaps |
||||||||||||||||||||||||||||
Fair value hedges |
- | - | - | - | - | - | ||||||||||||||||||||||
Cash flow hedges |
36 | - | (76) | - | - | (40 | ) | |||||||||||||||||||||
Hedges of net investments in foreign operations |
- | 174 | (a) | - | (27 | ) | - | 147 | ||||||||||||||||||||
Hedge accounting not applied |
79 | (133 | ) (a) | (67) | (134 | ) | - | (255 | ) | |||||||||||||||||||
Interest rate swaps |
||||||||||||||||||||||||||||
Fair value hedges |
- | 3 | - | - | - | 3 | ||||||||||||||||||||||
Cash flow hedges |
- | 4 | - | - | (4 | ) | - | |||||||||||||||||||||
Hedge accounting not applied |
- | 43 | - | (14 | ) | (6 | ) | 23 | ||||||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||||||
Cash flow hedges |
21 | - | (3) | - | - | 18 | ||||||||||||||||||||||
Hedge accounting not applied |
(1) | - | - | - | - | (1 | ) | |||||||||||||||||||||
135 | 91 | (146) | (175 | ) | (10 | ) | (105 | ) | ||||||||||||||||||||
Total assets | 226 | Total liabilities | (331 | ) | (105 | ) | ||||||||||||||||||||||
(a) | Swaps that hedge the currency risk on intra-group loans and offset (103) million of financial assets (2016: 174 million) within Hedges of net investments in foreign operations are included within Hedge accounting not applied. |
Annual Report on Form 20-F 2017 | Financial Statements | 125 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16C. DERIVATIVES AND HEDGING CONTINUED
MASTER NETTING OR SIMILAR AGREEMENTS
A number of legal entities within our Group enter into derivative transactions under International Swap and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances, such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the Group does not have any currently legally enforceable right to offset recognised amounts, between various Group and bank affiliates, because the right to offset is enforceable only on the occurrence of future credit events such as a default.
The column Related amounts not set off in the balance sheet Financial instruments shows the netting impact of our ISDA agreements, assuming the agreements are respected in the relevant jurisdiction.
(A) FINANCIAL ASSETS
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.
17. INVESTMENT AND RETURN
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments.
To be classified as cash and cash equivalents, an asset must:
| be readily convertible into cash; |
| have an insignificant risk of changes in value; and |
| have a maturity period of three months or less at acquisition. |
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
OTHER FINANCIAL ASSETS
Other financial assets are first recognised on the trade date. At that point, they are classified as:
| held-to-maturity investments; |
| loans and receivables; |
| available-for-sale financial assets; or |
| financial assets at fair value through profit or loss. |
126 | Financial Statements | Annual Report on Form 20-F 2017 |
17. INVESTMENT AND RETURN CONTINUED
(I) HELD-TO-MATURITY INVESTMENTS
These are assets with set cash flows and fixed maturities which Unilever intends to hold to maturity. They are held at cost plus interest using the effective interest method, less any impairment.
(II) LOANS AND RECEIVABLES
These are assets with an established payment profile and which are not listed on a recognised stock exchange. They are initially recognised at fair value, which is usually the original invoice amount plus any directly related transaction costs. Afterwards, loans and receivables are carried at amortised cost, less any impairment.
(III) AVAILABLE-FOR-SALE FINANCIAL ASSETS
Any financial assets not classified as either loans and receivables or financial assets at fair value through profit or loss or held-to-maturity investments are designated as available-for-sale. They are initially recognised at fair value, usually the original invoice amount plus any directly related transaction costs. Afterwards, they are measured at fair value with changes being recognised in equity. When the investment is sold or impaired, the accumulated gains and losses are moved from equity to the income statement. Interest and dividends from these assets are recognised in the income statement.
(IV) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
These are derivatives and assets that are held for trading. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement.
IMPAIRMENT OF FINANCIAL ASSETS
Each year, the Group assesses whether there is evidence that financial assets are impaired. A significant or prolonged fall in value below the cost of an asset generally indicates that an asset may be impaired. If impaired, financial assets are written down to their estimated recoverable amount. Impairment losses on assets classified as loans and receivables are recognised in profit and loss. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit and loss. Impairment losses on assets classified as available-for-sale are recognised by moving the loss accumulated in equity to the income statement. Any subsequent recovery in value of an available-for-sale debt security is recognised within profit and loss. However, any subsequent recovery in value of an equity security is recognised within equity, and is recorded at amortised cost.
17A. FINANCIAL ASSETS
The Groups Treasury function aims to protect the Groups financial investments, while maximising returns. The fair value of financial assets is the same as the carrying amount for 2017 and 2016. The Groups cash resources and other financial assets are shown below.
million | million | million | million | million | million | |||||||||||||||||||
Non- | Non- | |||||||||||||||||||||||
Current | current | Total | Current | current | Total | |||||||||||||||||||
Financial assets (a) | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | ||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||
Cash at bank and in hand |
1,904 | - | 1,904 | 1,779 | - | 1,779 | ||||||||||||||||||
Short-term deposits with maturity of less than three months |
1,333 | - | 1,333 | 1,513 | - | 1,513 | ||||||||||||||||||
Other cash equivalents |
80 | - | 80 | 90 | - | 90 | ||||||||||||||||||
3,317 | - | 3,317 | 3,382 | - | 3,382 | |||||||||||||||||||
Other financial assets |
||||||||||||||||||||||||
Held-to-maturity investments |
38 | 125 | 163 | 43 | 99 | 142 | ||||||||||||||||||
Loans and receivables (b) |
277 | 186 | 463 | 208 | 190 | 398 | ||||||||||||||||||
Available-for-sale financial assets (c) |
202 | 362 | 564 | 126 | 383 | 509 | ||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||
Derivatives |
116 | - | 116 | 91 | - | 91 | ||||||||||||||||||
Other |
137 | 2 | 139 | 131 | 1 | 132 | ||||||||||||||||||
770 | 675 | 1,445 | 599 | 673 | 1,272 | |||||||||||||||||||
Total |
4,087 | 675 | 4,762 | 3,981 | 673 | 4,654 |
(a) | For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Current loans and receivables include short-term deposits with banks with maturities of longer than three months. |
(c) | Current available-for-sale financial assets include government securities and A- or higher rated money and capital market instruments. Non-current available-for-sale financial assets predominantly consist of investments in a number of companies and financial institutions in Europe, India and the US, including 63 million (2016: 79 million) of assets in a trust to fund benefit obligations in the US (see also note 4B). |
Annual Report on Form 20-F 2017 | Financial Statements | 127 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
17A. FINANCIAL ASSETS CONTINUED
million | million | |||||||
Cash and cash equivalents reconciliation to the cash flow statement | 2017 | 2016 | ||||||
Cash and cash equivalents per balance sheet |
3,317 | 3,382 | ||||||
Less: bank overdrafts |
(167 | ) | (184 | ) | ||||
Add: cash and cash equivalents included in assets held for sale |
19 | - | ||||||
Cash and cash equivalents per cash flow statement |
3,169 | 3,198 |
Approximately 1 billion (or 31%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.
The remaining 2.3 billion (69%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes 206 million (2016: 240 million, 2015: 284 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
17B. CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Groups treasury department. Netting agreements are also put in place with Unilevers principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Groups credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilevers principal counter-parties in relation to derivative financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments. At 31 December 2017 the collateral held by Unilever under such arrangements amounted to 6 million (2016: 3 million), of which 6 (2016: Nil) was in cash, and Nil million (2016: 3) was in the form of bond securities. The non-cash collateral has not been recognised as an asset in the Groups balance sheet.
Further details in relation to the Groups exposure to credit risk are shown in note 13 and note 16A.
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK
The Group is exposed to the risks of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of financial instruments.
million | million | million | million | |||||||||||||
Fair values of financial assets and financial liabilities |
Fair value
2017 |
Fair value
2016 |
Carrying
amount 2017 |
Carrying
amount 2016 |
||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
3,317 | 3,382 | 3,317 | 3,382 | ||||||||||||
Held-to-maturity investments |
163 | 142 | 163 | 142 | ||||||||||||
Loans and receivables |
463 | 398 | 463 | 398 | ||||||||||||
Available-for-sale financial assets |
564 | 509 | 564 | 509 | ||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||
Derivatives |
116 | 91 | 116 | 91 | ||||||||||||
Other |
139 | 132 | 139 | 132 | ||||||||||||
4,762 | 4,654 | 4,762 | 4,654 | |||||||||||||
Financial liabilities |
||||||||||||||||
Preference shares |
- | (125 | ) | - | (68 | ) | ||||||||||
Bank loans and overdrafts |
(995 | ) | (1,147 | ) | (992 | ) | (1,146 | ) | ||||||||
Bonds and other loans |
(23,368 | ) | (15,844 | ) | (22,709 | ) | (15,053 | ) | ||||||||
Finance lease creditors |
(147 | ) | (165 | ) | (131 | ) | (143 | ) | ||||||||
Derivatives |
(421 | ) | (185 | ) | (421 | ) | (185 | ) | ||||||||
Other financial liabilities |
(177 | ) | - | (177 | ) | - | ||||||||||
(25,108 | ) | (17,466 | ) | (24,430 | ) | (16,595 | ) |
128 | Financial Statements | Annual Report on Form 20-F 2017 |
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their short-term nature. The instruments that have a fair value that is different from the carrying amount are classified as Level 2 for both 2016 and 2017 with exception of preference shares which are classified as Level 1 for both years.
FAIR VALUE HIERARCHY
The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique. The categories used are as follows:
| Level 1: quoted prices for identical instruments; |
| Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and |
| Level 3: inputs which are not based on observable market data. |
For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||||||
Notes |
Level 1
2017 |
Level 1
2016 |
Level 2
2017 |
Level 2
2016 |
Level 3
2017 |
Level 3
2016 |
Total fair
value 2017 |
Total fair
value 2016 |
||||||||||||||||||||||||||||
Assets at fair value |
||||||||||||||||||||||||||||||||||||
Other cash equivalents |
17A | - | - | 80 | 90 | - | - | 80 | 90 | |||||||||||||||||||||||||||
Available-for-sale financial assets |
17A | 215 | 138 | 7 | 98 | 342 | 273 | 564 | 509 | |||||||||||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||||||||||||||
Derivatives (a) |
16C | - | - | 173 | 226 | - | - | 173 | 226 | |||||||||||||||||||||||||||
Other |
17A | 137 | - | - | 131 | 2 | 1 | 139 | 132 | |||||||||||||||||||||||||||
Liabilities at fair value |
||||||||||||||||||||||||||||||||||||
Derivatives (b) |
16C | - | - | (534 | ) | (331 | ) | - | - | (534 | ) | (331 | ) | |||||||||||||||||||||||
Contingent consideration |
14 | - | - | - | - | (445 | ) | (380 | ) | (445 | ) | (380 | ) |
(a) | Includes 57 million (2016: 135 million) derivatives, reported within trade receivables, that hedge trading activities. |
(b) | Includes (113) million (2016: (146) million) derivatives, reported within trade payables, that hedge trading activities. |
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2016. There were also no significant movements between the fair value hierarchy classifications since 31 December 2016.
The impact in the 2017 income statement due to Level 3 instruments is a gain of 26 million (2016: gain of 94 million).
Reconciliation of Level 3 fair value measurements of financial assets is given below:
Reconciliation of movements in Level 3 valuations |
million
2017 |
million
2016 |
||||||
1 January |
(106 | ) | 346 | |||||
Gains and losses recognised in profit and loss |
26 | 94 | ||||||
Gains and losses recognised in other comprehensive income |
2 | (12 | ) | |||||
Purchases and new issues |
(89 | ) | (247 | ) | ||||
Sales and settlements |
(17 | ) | (187 | ) | ||||
Transfers into Level 3 |
83 | - | ||||||
Transfers out of Level 3 |
- | (100 | ) | |||||
31 December |
(101 | ) | (106 | ) |
SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUES
The largest asset valued using Level 3 techniques is an executive Life Insurance of 22 million (2016: 25 million).
A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
During the year 2017, a Split-Dollar life insurance asset with a carrying value of 43 million as at 31 December 2016 (2015: 41 million) was derecognised. The asset was previously valued using Level 3 techniques and related to an unlisted investment recognised as an available for sale financial asset. The asset was disposed for a total consideration of 45 million and the carrying value at the time of disposal was 36 million. The 2017 impact on profit or loss was 9 million gain.
CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31 December 2016.
Annual Report on Form 20-F 2017 | Financial Statements | 129 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
ASSETS AND LIABILITIES CARRIED AT FAIR VALUE
| The fair values of quoted investments falling into Level 1 are based on current bid prices. |
| The fair values of unquoted available-for-sale financial assets are based on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. |
| Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities. |
| For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arms length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations. |
OTHER FINANCIAL ASSETS AND LIABILITIES (FAIR VALUES FOR DISCLOSURE PURPOSES ONLY)
| Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that approximate to their carrying amounts due to their short-term nature. |
| The fair values of preference shares and listed bonds are based on their market value. |
| Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated future cash flows associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities. |
| Fair values for finance lease creditors have been assessed by reference to current market rates for comparable leasing arrangements. |
POLICIES AND PROCESSES USED IN RELATION TO THE CALCULATION OF LEVEL 3 FAIR VALUES
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are specific to the circumstances involved. Unlisted investments include 195 million (2016: 172 million) of investments within Unilever Ventures companies.
19. PROVISIONS
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.
million | million | |||||||||||||||||||
Provisions | 2017 | 2016 | ||||||||||||||||||
Due within one year |
525 | 390 | ||||||||||||||||||
Due after one year |
794 | 1,033 | ||||||||||||||||||
Total provisions |
1,319 | 1,423 | ||||||||||||||||||
million | million | million | million | million | ||||||||||||||||
Movements during 2017 | Restructuring | Legal |
Brazil
indirect taxes |
Other | Total | |||||||||||||||
1 January 2017 |
291 | 125 | 672 | 335 | 1,423 | |||||||||||||||
Income Statement: |
||||||||||||||||||||
Charges |
318 | 139 | 43 | 143 | 643 | |||||||||||||||
Releases |
(79 | ) | (16 | ) | (75 | ) | (21 | ) | (191 | ) | ||||||||||
Utilisation |
(161 | ) | (43 | ) | (206 | ) | (4 | ) | (414 | ) | ||||||||||
Currency translation |
(17 | ) | (13 | ) | (78 | ) | (34 | ) | (142 | ) | ||||||||||
31 December 2017 |
352 | 192 | 356 | 419 | 1,319 |
Restructuring provisions primarily include people costs such as redundancy costs and cost of compensation where manufacturing, distribution, service or selling agreements are to be terminated. The group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions is uncertain.
In 2017, the group recognised a provision of 80 million in relation to investigations by national competition authorities including those within Italy and South Africa.
Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for the PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20; Unilever does not have provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes the timing of utilisation of these provisions is uncertain.
In 2017, the Group successfully applied for federal tax amnesty in relation to 31 cases in Brazil. This resulted in a 261 million reduction in the provision for disputed indirect taxes, of which 193 million was utilised and 68 million was credited into the income statement.
130 | Financial Statements | Annual Report on Form 20-F 2017 |
20. COMMITMENTS AND CONTINGENT LIABILITIES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership. All other leases are classified as operating leases.
Assets held under finance leases are initially recognised at the lower of fair value at the date of commencement of the lease and the present value of the minimum lease payments. Subsequent to initial recognition, these assets are accounted for in accordance with the accounting policy relating to that specific asset. The corresponding liability is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.
Lease payments under operating leases are charged to the income statement on a straight-line basis over the term of the lease.
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental so contingent liabilities are disclosed on the basis of the known maximum exposure.
The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of 12 million (2016: 17 million) are expected to be received.
Other commitments principally comprise commitments under contracts to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on page 111 and 112.
Annual Report on Form 20-F 2017 | Financial Statements | 131 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
20. COMMITMENTS AND CONTINGENT LIABILITIES CONTINUED
CONTINGENT LIABILITIES
Contingent liabilities are possible obligations that are not probable. They arise in respect of litigation against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil.
Assessing the amount of liabilities that are not probable is highly judgemental. During 2017 we have reviewed our approach and now contingent liabilities are disclosed on the basis of the known maximum exposure. In the case of Brazil fiscal matters the known maximum exposure is the amount included on a tax assessment. A summary of our contingent liabilities is shown in the table below.
million
2017 |
million
2016 |
|||||||
Corporate reorganisation IPI, PIS and COFINS taxes and penalties (a) |
2,092 | 1,464 | ||||||
Inclusion of ICMS in the tax base for PIS and COFINS taxes (b) |
- | 655 | ||||||
Inputs for PIS and COFINS taxes |
16 | 113 | ||||||
Goodwill amortisation |
121 | 36 | ||||||
Other tax assessments over 600 cases |
1,095 | 1,093 | ||||||
Total Brazil Tax |
3,324 | 3,361 | ||||||
Brazil other |
19 | 42 | ||||||
Contingent liabilities outside Brazil |
324 | 224 | ||||||
Total contingent liabilities |
3,667 | 3,627 |
(a) | During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service in respect of indirect taxes. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without valid business purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the Groups favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and again in December 2017 other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is 2,092 million (2016: 1,464 million). The judicial process in Brazil is likely to take a number of years to conclude. |
(b) | During 2006, Unilever filed a judicial measure to obtain the right to exclude the Brazilian ICMS indirect tax from the taxable base for the Brazilian PIS and COFINS indirect taxes, and obtained a favourable decision in 2007. In November 2016, this favourable decision was reversed on appeal to a higher court, and the Group lodged a further appeal. In 2017, the Supreme Court published a favourable decision on the leading case, which we expect to be applied to the Groups case. As such, we have assessed the risk of outflow in relation to this case to now be remote and therefore is not a contingent liability. |
The Group believes that the likelihood that the tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each case we believe our position is strong so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil the possibility of further tax assessments related to the same matters cannot be ruled out.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19; Unilever does not have provision and contingent liabilities for the same matters.
21. ACQUISITIONS AND DISPOSALS
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously-held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 108 to 110.
Transaction costs are expensed as incurred, within non-underlying items.
Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity.
132 | Financial Statements | Annual Report on Form 20-F 2017 |
21. ACQUISITIONS AND DISPOSALS CONTINUED
2017
In 2017, the Group completed the following business acquisitions and disposals as listed below. In each case 100% of the businesses were acquired unless stated otherwise. Total consideration for 2017 acquisitions is 4,912 million (2016: 2,069 million for acquisitions completed during that year). More information related to the 2017 acquisitions is provided on page 134 and 135.
DEAL COMPLETION DATE
|
ACQUIRED/DISPOSED BUSINESS |
|
1 February 2017
|
Acquired Living Proof, an innovative premium hair care business, using patented technology and breakthrough science. Living Proof forms part of our prestige Personal Care business.
|
|
28 March 2017
|
Sold the AdeS soy beverage business in Latin America to Coca-Cola FEMSA and The Coca-Cola Company.
|
|
1 May 2017
|
Acquired Kensingtons, a condiment maker. Kensingtons is a mission-driven company with a leading brand sold in the organic and naturals marketplace.
|
|
1 August 2017
|
Acquired 60% of EAC Myanmar, a home care business to form Unilever EAC Myanmar Company Limited.
|
|
1 August 2017
|
Acquired Hourglass, a luxury colour cosmetics business, known for innovation and exceptional product. Hourglass forms part of our prestige Personal Care business.
|
|
7 September 2017
|
Acquired Pukka Herbs, an organic herbal tea business, that enhances our presence in the Naturals segment of Refreshment.
|
|
9 September 2017
|
Acquired Weis, an ice cream business. Weis is a second-generation Australian ice cream and frozen dessert manufacturer with the original iconic Fruito Bar and aims to increase our market position in Refreshment.
|
|
1 November 2017
|
Acquired 98% of Carver Korea, a leading skincare business in North Asia from Bain Capital Private Equity and Goldman Sachs. The brands acquired provide Unilever a presence in South Korea. Further details are provided below.
|
|
1 December 2017
|
Acquired Mãe Terra, a Brazilian naturals and organic food business. Mãe Terra is a fast-growing and well-loved brand in Brazil and adds to the Foods business by providing health-conscious consumers with organic and nutritious food products.
|
|
11 December 2017
|
Acquired TAZO, the leading brand in the speciality tea category, which enhances our presence in the Black, Green and Herbal tea segments of Refreshment.
|
|
18 December 2017
|
Acquired Sundial Brands, a leading haircare and skincare company recognised for its innovative use of high-quality and culturally authentic ingredients.
|
|
31 December 2017
|
Acquired Schmidts Naturals, a personal care company. Schmidts Naturals is a strong, innovative brand in the fast-growing naturals category, that will complement our existing portfolio of US deodorants.
|
In addition to the completed deals in the table above:
| On 15 May 2017, the Group announced that it had signed an agreement to purchase the home and personal care business of Quala in Latin America. This transaction is expected to complete during the first quarter of 2018. |
| On 22 September 2017, the Group announced the disposal of the South African spreads business plus a cash consideration of 331m in exchange for Remgros 25.75% shareholding in Unilever South Africa. Subject to regulatory approval, this transaction is expected to complete during 2018. |
| On 15 December 2017, the Group announced that it had signed an agreement with KKR to sell its global spreads business (excluding South Africa). The sale includes the disposal of the Baking, Cooking and Spreads entities in North America and Europe as well as brands such as Rama, Becel, Blue Band, Country Crock, Flora, I Cant believe Its Not Butter and Pro Activ. Subject to regulatory approval, the sale is expected to complete during 2018. |
Information on assets and liabilities held for sale in relation to the spreads business is provided in note 22.
Annual Report on Form 20-F 2017 | Financial Statements | 133 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
21. ACQUISITIONS AND DISPOSALS CONTINUED
Carver Korea
The Group acquired 98% equity of Carver Korea for a cash consideration of 2,284 million. This acquisition adds the AHC brand to Unilevers portfolio.
The provisional fair value of net assets for the acquisition that is recognised on the balance sheet is 1,281 million; the provisional fair values have been determined pending the completion of valuations in 2018. The intangible assets are principally brands. No contingent liabilities were acquired. Further details of the provisional fair values of net assets acquired are provided on page 135.
The provisional estimate of goodwill is 1,030 million. It represents the future value which the Group believes it will obtain through operational synergies and the market position.
Total acquisition-related costs incurred to date for Carver Korea are 1 million which have been recorded within non-underlying items in the income statement for the year ended 31 December 2017.
Since acquisition, Carver Korea has contributed 75 million to Group revenue and 23 million to Group operating profit. If the acquisition had taken place at the beginning of the year, Group revenue would have been 53,984 million and Group operating profit would have been 8,982 million.
Effect on Consolidated Income Statement
The acquisition deals completed in 2017 have contributed 230 million to Group revenue and 32 million to Group operating profit since the relevant acquisition dates.
If the acquisition deals completed in 2017 had all taken place at the beginning of the year, Group revenue would have been 54,440 million and Group operating profit would have been 9,060 million.
2016
In 2016, the Group completed the following business acquisitions and disposals listed below. For the businesses acquired, the acquisition accounting has been finalised and subsequent changes to the provisional numbers published last year were immaterial.
DEAL COMPLETION DATE
|
ACQUIRED/DISPOSED BUSINESS |
|
31 March 2016
|
Sold the bread and bakery business under the brand Modern in India to Nimman Foods Private Limited, part of the Everstone Group.
|
|
7 April 2016
|
Acquired Indulekha and Vayodha brands from Mosons Group.
|
|
6 May 2016
|
Sold local Alberto Culver brands Antiall, Farmaco, Veritas, the rights for VO5 in Argentina and a manufacturing plant to Santiago Saenz.
|
|
31 July 2016
|
Sold the Rice Exports business in India to LT Foods Middle East DMCC, a Group company of LT Foods Limited.
|
|
10 August 2016
|
Acquired Dollar Shave Club, a subscription-based direct-to-consumer male grooming business.
|
|
20 October 2016
|
Acquired Seventh Generation, a North American home and personal care eco-friendly naturals business.
|
|
1 December 2016
|
Acquired Blueair, a supplier of innovative mobile indoor air purification technologies and solutions.
|
134 | Financial Statements | Annual Report on Form 20-F 2017 |
21. ACQUISITIONS AND DISPOSALS CONTINUED
EFFECT ON CONSOLIDATED BALANCE SHEET
ACQUISITIONS
The following table sets out the effect of the acquisitions in 2017, 2016 and 2015 on the consolidated balance sheet. The fair values currently used for opening balances of all acquisitions made in 2017 are provisional, with the exception of Living Proof, Inc. whose opening balance sheet was finalised within 2017. Balances remain provisional due to missing relevant information about facts and circumstances that existed as of the acquisition date and where valuation work is still ongoing, notably for acquisitions which completed in the second half of 2017.
Detailed information relating to goodwill is provided in note 9 on pages 108 to 110. The value of goodwill which is expected to be tax deductible is 568 million.
million | million | million | ||||||||||
2017 | 2016 | 2015 | ||||||||||
Net assets acquired |
2,423 | 929 | 999 | |||||||||
Non-controlling interest |
(50 | ) | - | - | ||||||||
Goodwill |
2,539 | 1,140 | 1,012 | |||||||||
Total consideration |
4,912 | 2,069 | 2,011 | |||||||||
In 2017 the net assets acquired and total consideration consist of: |
||||||||||||
Carver
Korea |
Other
acquisitions |
million
2017 |
||||||||||
Intangible assets |
1,520 | 1,090 | 2,610 | |||||||||
Other non-current assets |
14 | 79 | 93 | |||||||||
Trade and other receivables |
18 | 78 | 96 | |||||||||
Other current assets |
150 | 99 | 249 | |||||||||
Non-current liabilities |
(369 | ) | (119 | ) | (488 | ) | ||||||
Current liabilities |
(52 | ) | (85 | ) | (137 | ) | ||||||
Net assets acquired |
1,281 | 1,142 | 2,423 | |||||||||
Non-controlling interest |
(27 | ) | (23 | ) | (50 | ) | ||||||
Goodwill |
1,030 | 1,509 | 2,539 | |||||||||
Cash consideration |
2,284 | 2,541 | 4,825 | |||||||||
Deferred consideration |
- | 87 | 87 | |||||||||
Total consideration |
2,284 | 2,628 | 4,912 |
No contingent liabilities were acquired in the other acquisitions described above.
Goodwill represents the future value which the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses.
DISPOSALS
The following table sets out the effect of the disposals in 2017, 2016 and 2015 on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal.
million | million | million | ||||||||||
2017 | 2016 | 2015 | ||||||||||
Goodwill and intangible assets |
71 | 85 | 47 | |||||||||
Other non-current assets |
92 | 29 | 2 | |||||||||
Current assets |
10 | 5 | 23 | |||||||||
Trade creditors and other payables |
(8 | ) | - | (2 | ) | |||||||
Net assets sold |
165 | 119 | 70 | |||||||||
(Gain)/loss on recycling of currency retranslation on disposal |
66 | - | - | |||||||||
Profit/(loss) on sale attributable to Unilever |
332 | (95 | ) | (9 | ) | |||||||
Consideration |
563 | 24 | 61 | |||||||||
Cash |
560 | 16 | 62 | |||||||||
Cash balances of businesses sold |
- | 8 | (1 | ) | ||||||||
Non-cash items and deferred consideration |
3 | - | - | |||||||||
563 | 24 | 61 |
Annual Report on Form 20-F 2017 | Financial Statements | 135 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
22. ASSETS AND LIABILITIES HELD FOR SALE
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as held for sale when all of the following criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the assets or groups of assets are remeasured in accordance with the Groups accounting policies. Subsequently, assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.
million | million | million | ||||||||||
2017
Spreads (a) |
2017 Total |
2016 Total (b) |
||||||||||
Property, plant and equipment held for sale |
- | 30 | 22 | |||||||||
Disposal groups held for sale |
||||||||||||
Non-current assets |
||||||||||||
Goodwill and intangibles |
2,311 | 2,311 | 98 | |||||||||
Property, plant and equipment |
548 | 552 | 46 | |||||||||
Deferred tax assets |
145 | 145 | - | |||||||||
Other non-current assets |
1 | 1 | - | |||||||||
3,005 | 3,009 | 144 | ||||||||||
Current assets |
||||||||||||
Inventories |
130 | 130 | 34 | |||||||||
Trade and other receivables |
17 | 18 | 1 | |||||||||
Current tax assets |
13 | 13 | - | |||||||||
Cash and cash equivalents |
19 | 19 | - | |||||||||
Other |
- | 5 | 5 | |||||||||
179 | 185 | 40 | ||||||||||
Assets held for sale |
3,184 | 3,224 | 206 | |||||||||
Current liabilities |
||||||||||||
Trade payables and other current liabilities |
106 | 106 | 1 | |||||||||
Current tax liabilities |
11 | 11 | - | |||||||||
Provisions |
1 | 1 | - | |||||||||
118 | 118 | 1 | ||||||||||
Non-current liabilities |
||||||||||||
Pensions and post-retirement healthcare liabilities |
9 | 9 | - | |||||||||
Provisions |
1 | 1 | - | |||||||||
Deferred tax liabilities |
42 | 42 | - | |||||||||
52 | 52 | - | ||||||||||
Liabilities held for sale |
170 | 170 | 1 |
(a ) | Refer to note 21 for an explanation of this disposal. |
(b) | In 2016, disposal groups held for sale were primarily related to the AdeS soy beverage business in Latin America. |
23. RELATED PARTY TRANSACTIONS
A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group.
The following related party balances existed with associate or joint venture businesses at 31 December:
Related party balances |
million
2017 |
|
million 2016 |
|||||
Trading and other balances due from joint ventures |
124 | 115 | ||||||
Trading and other balances due from/(to) associates |
- | - |
JOINT VENTURES
Sales by Unilever group companies to Unilever Jerónimo Martins and Pepsi Lipton joint ventures were 117 million and 65 million in 2017 (2016: 118 million and 69 million) respectively. Sales from Unilever Jerónimo Martins and from Pepsi Lipton joint ventures to Unilever group companies were 68 million and 65 million in 2017 (2016: 66 million and 51 million) respectively. Balances owed by/(to) Unilever Jerónimo Martins and Pepsi Lipton joint ventures at 31 December 2017 were 130 million and (6) million (2016: 119 million and (4) million) respectively.
136 | Financial Statements | Annual Report on Form 20-F 2017 |
23. RELATED PARTY TRANSACTIONS CONTINUED
ASSOCIATES
Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects.
Langholm Capital II was launched in 2009. Unilever has invested 58 million in Langholm Capital II, with an outstanding commitment at the end of 2017 of 17 million (2016: 18 million). During 2017, Unilever received 10 million (2016: nil) from its investment in Langholm Capital II.
24. SHARE BUYBACK PROGRAMME
On 6 April 2017, Unilever announced a share buyback programme of 5 billion in 2017. As at 31 December 2017, the group has repurchased 101,942,383 ordinary shares as part of the programme which are held by Unilever as treasury shares. Consideration paid for the repurchase of shares including transaction costs was 5,014 million which is recorded within other reserves.
25. PURCHASE OF PREFERENCE SHARES
On 11 October 2017 Unilever Corporate Holdings Nederland B.V., a wholly owned subsidiary of Unilever PLC launched an unconditional and irrevocable offer for the purchase of the issued and outstanding 6% and 7% preference shares in the capital of Unilever N.V. On 3 November 2017, the offer period ended with 99% of the preference shares having been tendered.
Consideration paid for the repurchase of these shares in 2017 was 448 million and a liability of 2 million is recorded in other financial liabilities for the remaining 1% as statutory buy out proceedings have been initiated. As the preference shares were classified as debt in the balance sheet, the difference between consideration paid and carrying value of the shares of 382 million is recorded within finance costs in the consolidated income statement.
26. REMUNERATION OF AUDITORS
This note includes all amounts paid to the Groups auditors, whether in relation to their audit of the Group or otherwise. During the year the Group (including its subsidiaries) obtained the following services from the Group auditors and its associates:
million
2017 |
million
2016 |
million
2015 |
||||||||||
Fees payable to the Groups auditors for the audit of the consolidated and parent company accounts of Unilever N.V. and Unilever PLC (a) |
4 | 4 | 5 | |||||||||
Fees payable to the Groups auditors for the audit of accounts of subsidiaries of Unilever N.V. and Unilever PLC pursuant to legislation (b) |
10 | 10 | 9 | |||||||||
Total statutory audit fees (c) |
14 | 14 | 14 | |||||||||
Audit-related assurance services |
| (d) | | (d) | | (d) | ||||||
Other taxation advisory services |
| (d) | | (d) | | (d) | ||||||
Services relating to corporate finance transactions |
| | | |||||||||
Other assurance services |
5 | (e) | | (d) | | (d) | ||||||
All other non-audit services |
| (d) | | (d) | | (d) |
(a ) | Of which 1 million was payable to KPMG Accountants N.V. (2016: 1 million; 2015: 1 million) and 4 million was payable to KPMG LLP (2016: 3 million; 2015: 4 million). |
(b ) | Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group reporting returns of subsidiary companies. |
(c ) | Amount payable to KPMG in respect of services supplied to associated pension schemes was less than 1 million individually and in aggregate (2016: less than 1 million individually and in aggregate; 2015: less than 1 million individually and in aggregate). |
(d) | Amounts paid in relation to each type of service are individually less than 1 million. In aggregate the fees paid were 1 million (2016: 1 million; 2015: 1 million). |
(e) | Includes 5 million for audits and reviews of carve-out financial statements of the Spreads business. |
27. EVENTS AFTER THE BALANCE SHEET DATE
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below.
On 1 February 2018 Unilever announced a quarterly dividend with the 2017 fourth quarter results of 0.3585 per NV ordinary share and £0.3155 per PLC ordinary share.
On 5 February 2018 Unilever issued a triple tranche 2.0 billion bond, comprising of fixed rate notes of 500 million at 0.5% due August 2023, 700 million at 1.125% due February 2027 and 800 million at 1.625% due February 2033.
Annual Report on Form 20-F 2017 | Financial Statements | 137 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
28. GROUP COMPANIES
AS AT 31 DECEMBER 2017
In accordance with section 409 of the Companies Act 2006 a list of subsidiaries, partnerships, associates, and joint ventures as at 31 December 2017 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated see the notes on page 145. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Groups financial statements using the equity method of accounting unless otherwise indicated see the notes on page 145.
Companies are listed by country and under their registered office address. Principal group companies are identified in bold CAPS . These companies are incorporated and principally operate in the countries under which they are shown.
The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.
SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION
138 | Financial Statements | Annual Report on Form 20-F 2017 |
Annual Report on Form 20-F 2017 | Financial Statements | 139 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
140 | Financial Statements | Annual Report on Form 20-F 2017 |
Annual Report on Form 20-F 2017 | Financial Statements | 141 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
142 | Financial Statements | Annual Report on Form 20-F 2017 |
Annual Report on Form 20-F 2017 | Financial Statements | 143 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
144 | Financial Statements | Annual Report on Form 20-F 2017 |
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class- A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: Estate, 18: Viscountcy, 19: Redeemable Golden Share, 20: Deferred, 21: Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30:Management, 31: Dormant, 32: A, 33: B, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Ordinary-G, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preferred, 45: A1 Preferred, 46: B Preferred, 47: Series 2 Preferred, 48: Series 3 Preferred, 49:Series A2 Convertible Redeemable Preference, 50: D Preferred, 51: Series A-3 Preferred, 52: C Preferred, 53:E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A1 Preferred, 63: Series B-2 Preference, 64: Class A Interests, 65: Class B Interests, 66. Ownership Units, 67. Seed B CCPS, 68. Office Holders, 69. Security
* | Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with section 403, Book 2, Dutch Civil Code. |
o | Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.50% is directly held and the remainder of 15.70% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited 5.49% is directly held and the remainder of 94.51% is indirectly held. In the cases of each of Unilever BCS UK Services Limited and Unilever BCS UK Limited the ordinary shares are indirectly held and the redeemable golden share is directly held. In the case of Mixhold B.V. 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is directly held and the remainder is indirectly held. In the case of United Holdings Limited, the ordinary shares are directly held and the preferred shares are indirectly held. In the case of Mixhold N.V., 55.37% of the ordinary A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held. In the case of Naamlooze Vernootschap Elma the ordinary shares are directly held and the cumulative preference shares are indirectly held. |
| Shares the undertaking holds in itself. |
D | Denotes an undertaking where other classes of shares are held by a third party. |
X | Unilever Trading LLC, Binzagr Unilever Limited, Unilever Home and Personal Care Products Manufacturing LLC and UTIC Distribution S.A. are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. Servern Gulf FZCO is a subsidiary undertaking pursuant to section 1162(4)(a) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited. The Unilever Group is entitled to 80% of the profits made by Unilever Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC and Unilever General Trading LLC. |
◇ | Accounted for as non-current investments within non-current financial assets. |
Exemption pursuant to Section 264b German Commercial Code. |
Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to be a subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary undertakings in the share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 36 to 38.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Andorra, Angola, Antigua, Armenia, Azerbaijan, Bahamas, Barbados, Belarus, Belize, Benin, Bhutan, Botswana, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Fiji, French Guiana, Gabon, Gambia, Georgia, Grenada, Guadeloupe, Guinea, Guinea-Bissau, Guyana, Haiti, Iceland, Iraq, Kiribati, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Micronesia (Federated States of), Moldova (Republic of), Monaco, Mongolia, Montenegro, Namibia, Nauru, Palau, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Solomon Islands, Somalia, South Sudan, Sudan, Suriname, Swaziland, Syrian Arab Republic, Tajikistan, Timor Leste, Togo, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Group has established branches in Argentina, Azerbaijan, Belarus, Bosnia-Herzegovina, Cote dIvoire, Cuba, the Dominican Republic, Kazakhstan, Moldova, the Netherlands, the Philippines, Rwanda, Saudi Arabia, Slovenia, Turkey and United Kingdom.
Annual Report on Form 20-F 2017 | Financial Statements | 145 |
THIS PAGE INTENTIONALLY
LEFT BLANK
146 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 147 |
THIS PAGE INTENTIONALLY
LEFT BLANK
148 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 149 |
THIS PAGE INTENTIONALLY
LEFT BLANK
150 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 151 |
THIS PAGE INTENTIONALLY
LEFT BLANK
152 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 153 |
THIS PAGE INTENTIONALLY
LEFT BLANK
154 | Financial Statements | Annual Report on Form 20-F 2017 |
THIS PAGE INTENTIONALLY
LEFT BLANK
Annual Report on Form 20-F 2017 | Financial Statements | 155 |
FINANCIAL CALENDAR
ANNUAL GENERAL MEETINGS
Date | Voting Record date | Voting and Registration date | ||||
PLC |
2 May 2018 | | 30 April 2018 | |||
NV |
3 May 2018 | 26 April 2018 | 5 April 2018 |
QUARTERLY DIVIDENDS
Dates listed below are applicable to all four Unilever listings (NV ordinary shares, PLC ordinary shares, NV New York shares, and PLC ADRs).
Announced |
NV, PLC, NV NY and
PLC ADR ex-dividend |
Record date | Payment date | |||||||
Quarterly dividend announced
|
1 February 2018 | 15 February 2018 | 16 February 2018 | 21 March 2018 | ||||||
Quarterly dividend announced
|
19 April 2018 | 3 May 2018 | 4 May 2018 | 6 June 2018 | ||||||
Quarterly dividend announced
|
19 July 2018 | 2 August 2018 | 3 August 2018 | 5 September 2018 | ||||||
Quarterly dividend announced
|
18 October 2018 | 1 November 2018 | 2 November 2018 | 5 December 2018 |
CONTACT DETAILS
Unilever N.V. and Unilever PLC
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Institutional Investors telephone +44 (0)20 7822 6830
Any queries can also be sent to us electronically via
Contact Us
Private Shareholders telephone +44 (0)20 7822 5500
Private Shareholders can email us at
shareholder.services@unilever.com
SHARE REGISTRATION
THE NETHERLANDS
WEBSITE
Shareholders are encouraged to visit our website which has a wealth of information about Unilever.
There is a section on our website designed specifically for investors. It includes detailed coverage of the Unilever share price, our quarterly and annual results, performance charts, financial news and investor relations speeches and presentations. It also includes details of the 2017 Share Buy Back programme and conference and investor/analyst presentations.
You can also view the Unilever Annual Report and Accounts 2017 (and the Additional Information for US Listing Purposes) on our website, and those for prior years.
www.unilever.com | ||
www.unilever.com/investorrelations | ||
www.unilever.com/investor-relations/annual-report-and-accounts/ |
PUBLICATIONS
Copies of the Unilever Annual Report and Accounts 2017 (and the Additional Information for US Listing Purposes) and the Annual Report on Form 20-F 2017 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations |
UNILEVER ANNUAL REPORT AND ACCOUNTS 2017
The Unilever Annual Report and Accounts 2017 (and the Additional Information for US Listing Purposes) forms the basis for the Annual Report on Form 20-F that is filed with the United States Securities and Exchange Commission, which is also available free of charge from their website.
www.sec.gov |
QUARTERLY RESULTS ANNOUNCEMENTS
Are in English with figures in euros.
156 | Shareholder information | Annual Report on Form 20-F 2017 |
Accounting policies |
83-86 |
Acquisitions |
102-112,125-28,168-74 |
Americas, The |
88,90,103,154 |
Annual General Meetings |
149,156 |
Asia/AMET/RUB |
90,103 |
Associates |
82,87-88,105-106,129-131 |
Audit Committee |
40-45,71-72,152 |
Auditors |
38,41-42,77-78,130,144,148,161 |
Balance sheet |
21,81,93,110,119-131,140-148 |
Biographies |
34 |
Board committees |
31,34,38 |
Boards |
26-32,34-46 |
Brands |
1,4,5,8-22 |
Capital expenditure |
33,171 |
Cash |
81-82,95,97 |
Cash flow statement |
82-83,98,121,162,167 |
Categories |
17-19,23-28,101,120-122 |
Cautionary statement /safe harbour |
Inside back cover |
Chairman |
2-5,34-38 |
Chief Executive Officer |
4-5,47-76,145 |
Commitments |
124-125 |
Company accounts, statutory and other information |
139-148 |
Compensation Committee |
47-76,153 |
Comprehensive income |
78-81,91-92,139-142 |
Connected 4 Growth |
1-12,38,41,168 |
Constant underlying earnings per share |
22,24,170 |
Contingent liabilities |
123-128,144,148 |
Corporate governance |
34-76,109 |
Corporate responsibility |
35 |
Corporate Responsibility Committee |
43-44 |
Deferred tax |
129,140-146,165-166 |
Depreciation |
24,82,87-90,99,104-105,124,171 |
Directors responsibilities |
77 |
Directors remuneration |
47-76 |
Disposals |
125-128 |
Diversity |
5,8,16,18,40-46 |
Dividends |
18,31-36,73,75,80,82,84,97-98 |
Earnings per share |
22-24,100,168-170 |
Employees |
16,29-32,40-44,90-91,100-144 |
Equalisation Agreement |
34,38,83,109,144 |
Equity |
21-27,77-158,160-170 |
Europe |
88,108-170 |
Exchange rates |
22-24,146,162,167-171 |
Executive Directors |
2,34-40,47-76 |
Finance and liquidity |
21,170 |
Finance costs and finance income |
97,141 |
Financial assets |
81-97,106-123 |
Financial calendar |
149 |
Financial instruments |
27,31,77-100,108-121,142-171 |
Financial liabilities |
22,35,81-85,108-122,140-47 |
Financial review |
19-25,168 |
Foods |
12-25,101,125-129,165-172 |
Free cash flow |
21-24,58,66,171 |
Geographies |
88 |
Goodwill |
25,81,88-89,101-103,125-129 |
Gross profit |
89 |
Home Care |
12-25,101,125-129,165-172 |
Impairment |
21-24,82-89,101-107,120,125,141-143 |
Income statement |
19,79,89-92,96-98,139-144,162-164 |
Innovation |
10-20,27-28 |
Intangible assets |
79-130,139-147,165-166 |
International Financial Reporting Standards |
77-78 |
Inventories |
106,129 |
Joint ventures |
79,82,87-88,105-106 |
Key management |
90,96,144,153 |
Key Performance Indicators |
162 |
Leases |
123-124 |
Market capitalisation |
21 |
Net debt |
31,117-118,168 | |||
Nominating and Corporate Governance Committee |
45-47 |
Non-underlying items |
79-130,169,171 |
Non-Executive Directors |
2-3,34-36,41-46 |
Non-GAAP measures |
6,19-23,170 |
Operating costs |
89-90 |
Operating profit |
19-25,79-130,139-171 |
Organisational Structure |
26 |
Outlook |
171 |
Payables |
107-108 |
Pensions and similar obligations |
90-99 |
Personal Care |
12-25,101,125-129,165-172 |
Principal group companies |
131 |
Property, plant and equipment |
104-105 |
Provisions |
81-106,123-129 |
Receivables |
105-107,118-123,128 |
Refreshment |
12-25,101,125-129,165-172 |
Related party transactions |
129-130,151,154 |
Research and development |
28,34,89 |
Reserves |
81-83,108-121,129-147 |
Restructuring |
123,125,168 |
Revenue |
85-89,125,127,138,172 |
Risk management and control |
26,35,39-40,42,77 |
Risks |
26-33 |
Segment information |
86-88 |
Share-based payments |
99,141,146 |
Share buyback programme |
130 |
Share capital |
36-38,109,138-147,162 |
Shareholders |
21-27,34-40 |
Share registration |
149 |
Staff costs |
89-90,172 |
Strategy |
10 |
Taxation |
98-100 |
Total shareholder return |
73,96 |
Treasury |
108-121,130,139 |
Turnover |
86-89,110,139-142 |
Underlying earnings per share |
22-24,52,55-58 |
Underlying effective tax rate |
22,24-25,98 |
Underlying operating margin |
18-24,52,54,58,86,168-171 |
Underlying operating profit |
4,19-25,83,86-88,168-171 |
Underlying sales growth |
18-23,54-55,58,66-67,168-169 |
Underlying volume growth |
19-23,169-170 |
Unilever Leadership Executive |
5 |
Voting |
34 |
Zero based budgeting |
10-12 |
Website |
149 |
Annual Report on Form 20-F 2017 | 157 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
FORM 20-F REFERENCES
158 | Annual Report on Form 20-F 2017 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES
Annual Report on Form 20-F 2017 | 159 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
EMPLOYEES
The average number of employees for the last three years is provided in note 4A on page 97. The average number of employees during 2017 included 7,179 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
GLOBAL EMPLOYEE SHARE PLANS (SHARES)
In November 2014, Unilevers global employee plan SHARES was launched in 17 countries. SHARES gives eligible Unilever employees below senior management level the opportunity to invest between 25 and 200 per month from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. In 2015, SHARES was rolled out globally and is now offered in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 21 February 2018, awards for 269,644 NV and 196,817 PLC shares were outstanding under SHARES.
NORTH AMERICAN SHARE PLANS
Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity Compensation Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and the GSIP, MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017, GSIP, MCIP and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States Inc. and they are governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 (File No. 333-185299) filed with the SEC on 6 December 2012, which is incorporated herein by reference.
COMPENSATION COMMITTEE
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans, the Remuneration Policy and performance evaluation of the Unilever Leadership Executive.
DIRECTORS AND SENIOR MANAGEMENT
FAMILY RELATIONSHIP
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
OTHER ARRANGEMENTS
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or others.
160 | Annual Report on Form 20-F 2017 |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The voting rights of the significant shareholders of NV and PLC are the same as for other holders of the class of share held by such significant shareholder.
The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary and 6% and 7% cumulative preference shares and the depositary receipts of these NV ordinary and 7% cumulative preference shares, and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for shares.
In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts, depositary.
At 21 February 2018 (the latest practicable date for inclusion in this report), there were 4,414 registered holders of NV New York Registry Shares and 924 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 11% of NVs ordinary shares (including shares underlying NV New York Registry shares) were held in the United States (approximately 11% in 2016) and approximately 10% of PLCs ordinary shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 13% in 2016).
NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).
If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. On a going concern basis, you have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts.
To Unilevers knowledge, the Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person, severally or jointly. The Group is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of Unilever.
RELATED PARTY TRANSACTIONS
Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in Notes 23 to 25 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2017 up to 21 February 2018 (the latest practicable date for inclusion in this report).
THE OFFER AND LISTING
SHARE PRICES AT 31 DECEMBER 2017
The share prices of the ordinary shares at the end of the year were as follows:
NV per 0.16 ordinary share in Amsterdam
|
|
46.96
|
|
|
NV per 0.16 ordinary share in New York
|
|
US$56.32
|
|
|
PLC per 3 1 ⁄ 9 p ordinary share in London
|
|
£41.26
|
|
|
PLC per 3 1 ⁄ 9 p ordinary share in New York
|
|
US$55.34
|
|
Annual Report on Form 20-F 2017 | 161 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS
August | September | October | November | December | January | February | ||||||||||||||||||||||||||
2017 | 2017 | 2017 | 2017 | 2017 | 2018 | 2018 | ||||||||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam |
High | 50.20 | 50.79 | 52.25 | 49.59 | 48.97 | 47.24 | 46.99 | ||||||||||||||||||||||||
(in ) |
Low | 49.07 | 49.13 | 47.23 | 47.59 | 46.96 | 45.72 | 43.20 | ||||||||||||||||||||||||
NV per 0.16 ordinary share in New York |
High | 59.50 | 60.81 | 61.39 | 58.61 | 57.69 | 58.24 | 58.54 | ||||||||||||||||||||||||
(in US$) |
Low | 57.94 | 58.11 | 55.74 | 56.22 | 56.29 | 54.98 | 52.78 | ||||||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in London |
High | 45.19 | 45.30 | 45.49 | 43.30 | 42.10 | 41.08 | 40.39 | ||||||||||||||||||||||||
(in £) |
Low | 43.04 | 42.62 | 40.89 | 41.50 | 41.15 | 39.65 | 37.31 | ||||||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in New York |
High | 58.21 | 59.63 | 59.92 | 57.54 | 56.36 | 57.66 | 57.44 | ||||||||||||||||||||||||
(in US$) |
Low | 56.61 | 56.99 | 54.11 | 55.00 | 55.15 | 54.02 | 51.64 |
(a) | Through 21 February 2018 (the latest practicable date for inclusion in this report). |
QUARTERLY HIGH AND LOW PRICES FOR 2017 AND 2016
1st | 2nd | 3rd | 4th | |||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||
2017 | 2017 | 2017 | 2017 | |||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 46.80 | 51.09 | 50.79 | 52.25 | |||||||||||||||||||
Low | 37.40 | 46.46 | 47.88 | 46.96 | ||||||||||||||||||||
NV per 0.16 ordinary share in New York (in US$) |
High | 50.60 | 57.70 | 60.81 | 61.39 | |||||||||||||||||||
Low | 40.27 | 49.57 | 54.66 | 55.74 | ||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in London (in £) |
High | 40.68 | 43.73 | 45.30 | 45.49 | |||||||||||||||||||
Low | 31.91 | 39.22 | 41.28 | 40.89 | ||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in New York (in US$) |
High | 50.30 | 56.44 | 59.63 | 59.92 | |||||||||||||||||||
Low | 40.51 | 49.11 | 53.47 | 54.11 | ||||||||||||||||||||
1st | 2nd | 3rd | 4th | |||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||
2016 | 2016 | 2016 | 2016 | |||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 40.89 | 41.91 | 42.94 | 41.79 | |||||||||||||||||||
Low | 36.69 | 38.15 | 40.23 | 36.39 | ||||||||||||||||||||
NV per 0.16 ordinary share in New York (in US$) |
High | 45.52 | 47.05 | 47.88 | 46.43 | |||||||||||||||||||
Low | 40.27 | 42.87 | 44.93 | 38.66 | ||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in London (in £) |
High | 31.90 | 35.79 | 36.79 | 37.64 | |||||||||||||||||||
Low | 27.63 | 30.42 | 34.78 | 30.92 | ||||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in New York (in US$) |
High | 45.77 | 47.91 | 48.63 | 47.75 | |||||||||||||||||||
Low | 40.09 | 43.62 | 45.86 | 38.78 | ||||||||||||||||||||
ANNUAL HIGH AND LOW PRICES | ||||||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 52.25 | 42.94 | 42.48 | 33.49 | 32.89 | ||||||||||||||||||
Low | 37.40 | 36.39 | 31.55 | 27.16 | 27.50 | |||||||||||||||||||
NV per 0.16 ordinary share in New York (in US $) |
High | 61.39 | 47.88 | 46.51 | 44.31 | 42.78 | ||||||||||||||||||
Low | 40.27 | 38.66 | 37.64 | 36.72 | 37.27 | |||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in London (in £) |
High | 45.49 | 37.64 | 30.15 | 27.29 | 28.85 | ||||||||||||||||||
Low | 31.91 | 27.63 | 25.24 | 23.06 | 23.19 | |||||||||||||||||||
PLC per 3 1 ⁄ 9 p ordinary share in New York (in US $) |
High | 59.92 | 48.63 | 46.07 | 45.85 | 43.54 | ||||||||||||||||||
Low | 40.51 | 38.78 | 39.03 | 37.85 | 37.67 |
There have not been any significant suspensions in the past three years.
162 | Annual Report on Form 20-F 2017 |
DIVIDEND RECORD
The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.
Following agreement at the 2009 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Dividends declared for the year |
||||||||||||||||||||
NV dividends |
||||||||||||||||||||
Dividend per 0.16 |
1.43 | 1.28 | 1.21 | 1.14 | 1.08 | |||||||||||||||
Dividend per 0.16 (US Registry) |
US$1.66 | US$1.42 | US$1.32 | US$1.47 | US$1.44 | |||||||||||||||
PLC dividends |
||||||||||||||||||||
Dividend per 3 1 ⁄ 9 p |
£1.26 | 1.09 | £0.88 | £0.90 | £0.91 | |||||||||||||||
Dividend per 3 1 ⁄ 9 p (US Registry) |
US$1.66 | US$1.42 | US$1.32 | US$1.47 | US$1.44 | |||||||||||||||
Dividends paid during the year |
||||||||||||||||||||
NV dividends |
||||||||||||||||||||
Dividend per 0.16 |
1.40 | 1.26 | 1.19 | 1.12 | 1.05 | |||||||||||||||
Dividend per 0.16 (US Registry) |
US$1.56 | US$1.40 | US$1.32 | US$1.51 | US$1.40 | |||||||||||||||
PLC dividends |
||||||||||||||||||||
Dividend per 3 1 ⁄ 9 p |
£1.22 | 1.04 | £0.87 | £0.91 | £0.89 | |||||||||||||||
Dividend per 3 1 ⁄ 9 p (US Registry) |
US$1.56 | US$1.40 | US$1.32 | US$1.51 | US$1.40 |
EXCHANGE RATES
Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Year end |
||||||||||||||||||||
1 = US$ |
1.196 | 1.049 | 1.092 | 1.215 | 1.378 | |||||||||||||||
1 = £ |
0.889 | 0.857 | 0.736 | 0.781 | 0.833 | |||||||||||||||
Average |
||||||||||||||||||||
1 = US$ |
1.123 | 1.111 | 1.111 | 1.334 | 1.325 | |||||||||||||||
1 = £ |
0.876 | 0.815 | 0.725 | 0.807 | 0.849 |
On 21 February 2018 (the latest practicable date for inclusion in this report), the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows: 1 = US$1.234 and 1 = £0.881.
Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Year end |
||||||||||||||||||||
1 = US$ |
1.202 | 1.055 | 1.086 | 1.210 | 1.378 | |||||||||||||||
Average |
||||||||||||||||||||
1 = US$ |
1.130 | 1.103 | 1.110 | 1.330 | 1.328 | |||||||||||||||
High |
||||||||||||||||||||
1 = US$ |
1.204 | 1.152 | 1.202 | 1.393 | 1.382 | |||||||||||||||
Low |
||||||||||||||||||||
1 = US$ |
1.042 | 1.038 | 1.052 | 1.210 | 1.277 |
On 16 February 2018 (the latest available data for inclusion in this report), the Noon buying rate was 1 = US$1.244.
High and low exchange rate values for each of the last six months:
August | September | October | November | December | January | February | ||||||||||||||||||||||
2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2018 (a) | ||||||||||||||||||||||
High |
||||||||||||||||||||||||||||
1 = US $ |
1.203 | 1.204 | 1.185 | 1.194 | 1.202 | 1.249 | 1.248 | |||||||||||||||||||||
Low |
||||||||||||||||||||||||||||
1 = US $ |
1.170 | 1.175 | 1.158 | 1.158 | 1.173 | 1.192 | 1.223 |
(a) | Through 16 February 2018 (the latest available data for inclusion in this report). |
Annual Report on Form 20-F 2017 | 163 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
ARTICLES OF ASSOCIATION
NVs Articles of Association contain, among other things, the objects clause, which sets out the scope of activities that NV is authorised to undertake. They are drafted to give a wide scope and provide that the primary 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 PLCs Articles of Association so that there are no restrictions on its objects.
DIRECTORS BORROWING POWERS
The borrowing powers of NV Directors on behalf of NV are not limited by NVs Articles of Association. PLC Directors have the power to borrow on behalf of PLC up to three times the PLC proportion of the adjusted capital and reserves of the Unilever Group, as defined in PLCs Articles of Association, without the approval of shareholders (by way of an ordinary resolution).
ALLOCATION OF PROFITS
Under NVs Articles of Association, available profits after reserves have been provided for by virtue of law, the Equalisation Agreement or deemed necessary by the Board, are distributed first to 7% and 6% cumulative preference shareholders by a dividend of 7% and 6%, respectively, calculated on the basis of the original nominal value of 1,000 Dutch guilders converted to euros at the official conversion rate. The remaining profits are distributed to ordinary shareholders in proportion to the nominal value of their holdings.
Distributable profits of PLC are paid first at the rate of 5% per year on the paid-up nominal capital of 3 1 ⁄ 9 p of the ordinary shares, in a further such dividend at a rate of 5% per year on the paid-up nominal capital of 3 1 ⁄ 9 p of the ordinary shares and then at the rate of 6% per year on the paid-up nominal capital of the deferred stock of £100,000. The surplus is paid by way of a dividend on the ordinary shares.
LAPSE OF DISTRIBUTIONS
The right to cash and the proceeds of share distributions by NV lapses five and 20 years, respectively, after the first day the distribution was obtainable. Unclaimed amounts revert to NV. Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend reverts to PLC.
REDEMPTION PROVISIONS AND CAPITAL CALL
Under Dutch law, NV may only redeem treasury shares (including shares underlying depositary receipts) or shares whose terms permit redemption. Outstanding PLC ordinary shares and deferred shares cannot be redeemed. NV and PLC may make capital calls on money unpaid on shares and not payable on a fixed date. NV and PLC only issue fully paid shares.
MODIFICATION OF RIGHTS
Modifications to NVs or PLCs Articles of Association must be approved by a general meeting of shareholders. Any modification of the NV Articles of Association that prejudices the rights of 7% or 6% cumulative
preference shareholders of NV must be approved by three quarters of votes cast (excluding treasury shares) at a meeting of affected holders.
Modifications that prejudicially affect the rights and privileges of a class of PLC shareholders require the written consent of three quarters of the affected holders (excluding treasury shares) or a special resolution passed at a general meeting of the class at which at least two persons holding or representing at least one third of the paid-up capital (excluding treasury shares) must be present. Every shareholder is entitled to one vote per share held on a poll and may demand a poll vote. At any adjourned general meeting, present affected class holders may establish a quorum.
MATERIAL CONTRACTS
The descriptions of the foundation agreements set forth in the Unilever Annual Report and Accounts 2017 do not purport to be complete and are qualified in their entirety by reference to the Equalisation Agreement between NV and PLC, the Deed of Mutual Covenants and the Agreement for Mutual Guarantees of Borrowing, including all amendments thereto, filed as Exhibits 4.1(a), 4.1(b) and 4.1(c), respectively, to this report, which are incorporated herein by reference.
EXCHANGE CONTROLS
Under the Dutch External Financial Relations Act of 25 March 1994, the Minister of Finance is authorised to issue regulations relating to financial transactions concerning the movement of capital to or from other countries with respect to direct investments, establishment, the performing of financial services, the admission of negotiable instruments or goods with respect to which regulations have been issued under the Import and Export Act in the interest of the international legal system or an arrangement relevant thereto. These regulations may contain a prohibition to perform any of the actions indicated in those regulations without a licence. To date, no regulations of this type, have been issued which are applicable to NV.
Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the PLCs shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the PLCs Articles of Association on the right to be a holder of, and to vote in respect of, the companys shares.
UNILEVER ANNUAL REPORT ON FORM 20-F 2017
Filed with the SEC on the SECs website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY United Kingdom.
DOCUMENTS ON DISPLAY IN THE UNITED STATES
Unilever files and furnishes reports and information with the United States SEC. Such reports and information can be inspected and copied at the SECs public reference facilities in Washington DC, Chicago and New York. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SECs website.
164 | Annual Report on Form 20-F 2017 |
TAXATION
TAXATION FOR US PERSONS HOLDING SHARES IN NV
The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to United States Federal Income Tax on its worldwide income.
TAXATION ON DIVIDENDS IN THE NETHERLANDS
As of 1 January 2007, dividends paid by companies in the Netherlands are in principle subject to dividend withholding tax of 15%. Where a shareholder is entitled to the benefits of the current Income Tax Convention (the Convention) concluded on 18 December 1992 between the United States and the Netherlands, when dividends are paid by NV to:
| a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property; or |
| any other legal person subject to United States Federal Income Tax with respect to its worldwide income, having no permanent establishment in the Netherlands of which such shares form a part of the business property, these dividends qualify for a reduction of withholding tax on dividends in the Netherlands from 15% to 5%, if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares. |
Where a United States person has a permanent establishment in the Netherlands, which has shares in NV forming part of its business property, dividends it receives on those shares are included in that establishments profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15% with, as appropriate, the possibility to claim a credit for that tax on dividends in the Netherlands against the income tax or corporation tax in the Netherlands. The net tax suffered may be treated as foreign income tax eligible for credit against shareholders United States income taxes.
The Convention provides, subject to certain conditions, for a complete exemption from, or refund of, Dutch dividend withholding tax if the beneficial owner is a qualified Exempt Pension Trust as defined in Article 35 of the Convention or a qualified Exempt Organisation as defined in Article 36 of the Convention. It is noted that, subject to certain conditions, foreign (non-Dutch) tax exempt entities may also be entitled to a full refund of any Dutch dividend withholding tax suffered based on specific provisions in the Dividend Tax Act in the Netherlands. This tax refund opportunity under Dutch domestic tax law already applied to European Union and European Economic Area entities as of 1 January 2007 and has been extended as of 1 January 2012 to all foreign tax exempt entities including, if appropriate, United States tax exempt entities.
Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other employee benefits may be exempt at source from withholding tax on dividends received from a Dutch corporation. A Competent Authority Agreement between the US and Dutch tax authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin 540, as amended by a Competent Authority Agreement published in the United States as Announcement 2010-26, 2010-1 Cumulative Bulletin 604, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.
Under the Convention, a United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation may be entitled to reclaim from tax authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there. If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by specific provisions in Dutch tax law, the Tax Regulation for the Kingdom of the Netherlands, or by the tax convention or any other agreement for the avoidance of double taxation, if any, between the Netherlands and your country of residence.
UNITED STATES TAXATION ON DIVIDENDS
If you are a United States person, the dividend (including the withheld amount) up to the amount of NV earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividends are not eligible for the dividends received deduction allowed to corporations.
For US foreign tax credit purposes, the dividend is foreign source income, and withholding tax in the Netherlands is a foreign income tax that is eligible for credit against the shareholders United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the maximum tax rate on dividends described above.
Any portion of the dividend that exceeds NVs United States earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in NVs shares, and thereafter is treated as a gain on a disposition of the shares.
Under a provision of the Dividend Tax Act in the Netherlands and provided certain conditions are satisfied, NV is entitled to a credit (up to a maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of dividend tax withheld before remittance to tax authorities in the Netherlands. The United States tax authority may take the position that withholding tax in the Netherlands eligible for credit should be limited accordingly.
DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS
US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares.
Annual Report on Form 20-F 2017 | 165 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
TAXATION ON CAPITAL GAINS IN THE NETHERLANDS
Under the Convention, if you are a United States person and you have capital gains on the sale of shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An exception to this rule generally applies if you have a permanent establishment in the Netherlands and the capital gain is derived from the sale of shares which form part of that permanent establishments business property.
SUCCESSION DUTY AND GIFT TAXES IN THE NETHERLANDS
Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15 July 1969, individual US persons who are not Dutch citizens who have shares will generally not be subject to succession duty in the Netherlands on the individuals death, unless the shares are part of the business property of a permanent establishment situated in the Netherlands.
A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.
TAXATION FOR US PERSONS HOLDING SHARES OR AMERICAN DEPOSITARY SHARES IN PLC
The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares or American Depositary Shares (ADSs). A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to United States Federal Income Tax on its worldwide income.
UNITED KINGDOM TAXATION ON DIVIDENDS
Under United Kingdom law, income tax is not withheld from dividends paid by United Kingdom companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.
UNITED STATES TAXATION ON DIVIDENDS
If you are a US person, the dividend up to the amount of PLCs earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.
Any portion of the dividend that exceeds PLCs United States earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in PLCs shares or ADSs, and thereafter is treated as a gain on a disposition of the shares or ADSs.
DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS
US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares or ADSs.
UK TAXATION ON CAPITAL GAINS
Under United Kingdom law, when you dispose of shares you may be liable to pay United Kingdom tax in respect of any gain accruing on the disposal. However, if you are either:
| an individual who is not resident in the United Kingdom for the year in question; or |
| a company which is not resident in the United Kingdom when the gain accrues |
you will generally not be liable to United Kingdom tax on any capital gains made on disposal of your shares.
Two exceptions are: if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch, agency or permanent establishment; or if the shares are held by an individual who becomes resident in the UK having left the UK for a period of non-residence of five years or less and who was resident for at least four of the seven tax years prior to leaving the UK.
UK INHERITANCE TAX
Under the current estate and gift tax convention between the United States and the United Kingdom, ordinary shares held by an individual shareholder who is:
| domiciled for the purposes of the convention in the United States; and |
| is not for the purposes of the convention a national of the United Kingdom |
will generally not be subject to United Kingdom inheritance tax:
| on the individuals death; or |
| on a gift of the shares during the individuals lifetime. |
Where ordinary shares are held on trust, they will generally not be subject to United Kingdom inheritance tax where the settlor at the time of the settlement:
| was domiciled for the purposes of the convention in the United States; and |
| was not for the purposes of the convention a national of the United Kingdom. |
An exception is if the shares are part of the business property of a permanent establishment of the shareholder in the United Kingdom or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.
Where ordinary shares are subject to United Kingdom inheritance tax and United States federal gift or federal estate tax, the amount of the tax paid in one jurisdiction can generally be credited against the tax due in the other jurisdiction.
Where a United Kingdom inheritance tax liability is prima facie not payable by virtue of the convention, that tax can become payable if any applicable federal gift or federal estate tax on the shares in the United States is not paid.
166 | Annual Report on Form 20-F 2017 |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Deutsche Bank serves as both the transfer agent and registrar pursuant to the NV New York Registered Share Program and the depositary (Depositary) for PLCs American Depositary Receipt Program.
TRANSFER AGENT FEES AND CHARGES FOR NV
Although Items 12.D.3 and 12.D.4 are not applicable to NV the following fees, charges and transfer agent payments are listed, as any fee arrangement with Deutsche Bank will cover both programs.
Under the terms of the Transfer Agent Agreement for the NV New York Registered Share program, a New York Registry Share (NYRS) holder may have to pay the following service fees to the transfer agent:
| Issuance of NYRSs: up to US 5¢ per NYRS issued. |
| Cancellation of NYRSs: up to US 5¢ per NYRS cancelled. |
An NYRS holder will also be responsible to pay certain fees and expenses incurred by the transfer agent and certain taxes and governmental charges such as:
| fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the Netherlands (ie upon deposit and withdrawal of shares); |
| expenses incurred for converting foreign currency into US dollars; |
| expenses for cable, telex and fax transmissions and for delivery of securities; |
| taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit); and |
| fees and expenses incurred in connection with the delivery or servicing of shares on deposit. |
Transfer agent fees payable upon the issuance and cancellation of NYRSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYRSs from the transfer agent and by the brokers (on behalf of their clients) delivering the NYRSs to the transfer agent for cancellation. The brokers in turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the transfer agent. Notice of any changes will be given to investors.
DEPOSITARY FEES AND CHARGES FOR PLC
Under the terms of the Deposit Agreement for the PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:
| Issuance of ADSs: up to US 5¢ per ADS issued. |
| Cancellation of ADSs: up to US 5¢ per ADS cancelled. |
| Processing of dividend and other cash distributions not made pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held. |
An ADS holder will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:
| fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the United Kingdom (ie upon deposit and withdrawal of shares); |
| expenses incurred for converting foreign currency into US dollars; |
| expenses for cable, telex and fax transmissions and for delivery of securities; |
| taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit); |
| fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and |
| fees incurred in connection with the distribution of dividends. |
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the depositary bank. Notice of any changes will be given to investors.
TRANSFER AGENT PAYMENTS FISCAL YEAR 2017 FOR NV
In relation to 2017, NV received $1,225,000.00 from Deutsche Bank, the transfer agent and registrar for its New York Registered Share program since 1 July 2014, including the reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), tax reclaim services and program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002).
DEPOSITARY PAYMENTS FISCAL YEAR 2017 FOR PLC
In relation to 2017, PLC received $3,842,059.35 from Deutsche Bank, the depositary bank for its American Depositary Receipt Program since 1 July 2014, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002).
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
DEFAULTS
There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default relating to indebtedness of the Group.
DIVIDEND ARREARAGES AND DELINQUENCIES
There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.
Annual Report on Form 20-F 2017 | 167 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
PURCHASES OF EQUITY SECURITIES
SHARE PURCHASES DURING 2017
Please also refer to Our shares section on pages 36 to 38.
million | ||||||||||||||||
Of which, number of | Maximum value that | |||||||||||||||
shares purchased | may yet be purchased | |||||||||||||||
Total number of | Average price | as part of publicly | as part of publicly | |||||||||||||
shares purchased | paid per share () | announced plans | announced plans | |||||||||||||
January |
||||||||||||||||
February |
||||||||||||||||
March |
||||||||||||||||
April |
||||||||||||||||
May (a)(b) |
11,067,842 | 49.41 | 6,647,842 | |||||||||||||
June |
20,889,728 | 49.63 | 20,889,728 | |||||||||||||
July |
17,508,982 | 48.63 | 17,508,982 | |||||||||||||
August |
14,240,920 | 49.46 | 14,240,920 | |||||||||||||
September |
19,427,617 | 49.44 | 19,427,617 | |||||||||||||
October |
11,639,717 | 49.20 | 11,639,717 | |||||||||||||
November |
11,359,677 | 48.04 | 11,359,677 | |||||||||||||
December |
227,900 | 47.41 | 227,900 | |||||||||||||
Total |
106,362,383 | 101,942,383 |
(a) | 4,420,000 shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C Share-based compensation plans on pages 103 and 104. |
(b) | On 18 May 2017, Unilever announced a share buyback programme of 5 billion in 2017. |
Between 31 December 2017 and 21 February 2018 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any share repurchases.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Groups internal control over financial reporting (as defined in rule 13a15(f) or rule 15d15(f) under the US Securities Exchange Act of 1934):
| Unilevers management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group; |
| Unilevers management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting; |
| Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2017, and has concluded that such internal control over financial reporting is effective. Managements assessment and conclusion excludes Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidts Naturals from this assessment, as they were acquired on 1 November 2017, 1 December 2017, 11 December 2017, 18 December 2017 and 31 December 2017 respectively. These entities are included in our 2017 consolidated financial statements, and together they constituted approximately 7.8% of our total assets as at 31 December 2017 and approximately 0.17% of total turnover for the year ended 31 December 2017; and |
| KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2017, have also audited the effectiveness of internal control over financial reporting as at 31 December 2017 and have issued an attestation report on internal control over financial reporting. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
million
2017 |
million
2016 |
million
2015 |
||||||||||
Audit fees (a) |
14 | 14 | 14 | |||||||||
Audit-related fees (b) |
5 (d) | (c) | (c) | |||||||||
Tax fees |
(c) | (c) | (c) | |||||||||
All other fees |
(c) | (c) | (c) |
(a) | Amount payable to KPMG in respect of services supplied to associated pension schemes was less than 1 million individually and in aggregate (2016: less than 1 million individually and in aggregate; 2015: less than 1 million individually and in aggregate). |
(b) | Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake. |
(c) | Amounts paid in relation to each type of service are individually less than 1 million. In aggregate the fees paid were 1 million (2016: 1 million, 2015: less than 1 million). |
(d) | Includes 5 million for audits and reviews of carve-out financial statements of the Spreads business. |
168 | Annual Report on Form 20-F 2017 |
SELECTED FINANCIAL DATA
The schedules below provide the Groups selected financial data for the five most recent financial years.
Annual Report on Form 20-F 2017 | 169 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
Ratios and other metrics | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
Operating margin (%) |
16.5 | 14.8 | 14.1 | 16.5 | 15.1 | |||||||||||||||
Net profit margin (%) (b) |
11.3 | 9.8 | 9.2 | 10.7 | 9.7 | |||||||||||||||
Ratio of earnings to fixed charges (times) (c) |
12.0 | 10.8 | 11.4 | 12.3 | 11.7 | |||||||||||||||
Number of Shares issued |
||||||||||||||||||||
Unilever N.V. ordinary shares (Millions of units) |
1,715 | 1,715 | 1,715 | 1,715 | 1,715 | |||||||||||||||
Unilever N.V. special shares (units) |
2,400 | 2,400 | 2,400 | 2,400 | 2,400 | |||||||||||||||
Unilever PLC ordinary shares (Millions of units) |
1,310 | 1,310 | 1,310 | 1,310 | 1,310 | |||||||||||||||
Unilever PLC deferred stock (units) |
100,000 | 100,000 | 100,000 | 100,000 | 100,000 |
(b) | Net profit margin is expressed as net profit attributable to shareholders equity as a percentage of turnover. |
(c) | In the ratio of earnings to fixed charges, earnings consist of net profit from continuing operations excluding net profit or loss of joint ventures and associates increased by fixed charges, income taxes and dividends received from joint ventures and associates. Fixed charges consist of interest payable on debt and a portion of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although Unilevers treasury operations involve both borrowing and depositing funds. |
GUARANTOR STATEMENTS (AUDITED)
On 27 July 2017, Unilever N.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by Unilever N.V., Unilever PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf registration filed on 30 September 2014, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, US$8.9 billion of Notes were outstanding at 31 December 2017 (2016: US$6.3 billion; 2015: US$5.6 billion) with coupons ranging from 1.375% to 5.9%. These Notes are repayable between 15 February 2019 and 15 November 2032.
Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.
million | million | million | million | million | million | |||||||||||||||||||
Income statement for the year ended 31 December 2017 |
|
Unilever
Capital Corporation subsidiary issuer |
|
|
Unileve
parent
|
r
(a)
|
|
Unilever
United
States
Inc.
|
|
|
Non-
guarantor subsidiaries |
|
Eliminations |
|
Unilever
Group |
|
||||||||
Turnover |
- | - | - | 53,715 | - | 53,715 | ||||||||||||||||||
Operating profit |
- | 997 | (4 | ) | 7,864 | - | 8,857 | |||||||||||||||||
Net finance income/(costs) |
1 | (109 | ) | (379 | ) | 88 | - | (399 | ) | |||||||||||||||
Pensions and similar obligations |
- | (2 | ) | (24 | ) | (70 | ) | - | (96 | ) | ||||||||||||||
Other income/(losses) |
- | - | - | 173 | - | 173 | ||||||||||||||||||
Premium paid on buy back of preference shares |
- | - | - | (382 | ) | - | (382 | ) | ||||||||||||||||
Profit before taxation |
1 | 886 | (407 | ) | 7,673 | - | 8,153 | |||||||||||||||||
Taxation |
- | (165 | ) | - | (1,502 | ) | - | (1,667 | ) | |||||||||||||||
Net profit before subsidiaries |
1 | 721 | (407 | ) | 6,171 | - | 6,486 | |||||||||||||||||
Equity earnings of subsidiaries |
- | 5,332 | 1,721 | (10,298 | ) | 3,245 | - | |||||||||||||||||
Net profit |
1 | 6,053 | 1,314 | (4,127 | ) | 3,245 | 6,486 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
- | - | - | 433 | - | 433 | ||||||||||||||||||
Shareholders equity |
1 | 6,053 | 1,314 | (4,560 | ) | 3,245 | 6,053 | |||||||||||||||||
Total comprehensive income |
1 | 5,978 | 1,158 | (3,672 | ) | 3,245 | 6,710 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
170 | Annual Report on Form 20-F 2017 |
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Income statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2016 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Turnover |
- | - | - | 52,713 | - | 52,713 | ||||||||||||||||||
Operating profit |
- | 269 | (5 | ) | 7,537 | - | 7,801 | |||||||||||||||||
Net finance income/(costs) |
1 | (110 | ) | (331 | ) | (29 | ) | - | (469 | ) | ||||||||||||||
Pensions and similar obligations |
- | (3 | ) | (27 | ) | (64 | ) | - | (94 | ) | ||||||||||||||
Other income/(losses) |
- | - | - | 231 | - | 231 | ||||||||||||||||||
Premium paid on buy back of preference shares |
- | - | - | - | - | - | ||||||||||||||||||
Profit before taxation |
1 | 156 | (363 | ) | 7,675 | - | 7,469 | |||||||||||||||||
Taxation |
- | (114 | ) | - | (1,808 | ) | - | (1,922 | ) | |||||||||||||||
Net profit before subsidiaries |
1 | 42 | (363 | ) | 5,867 | - | 5,547 | |||||||||||||||||
Equity earnings of subsidiaries |
- | 5,142 | 804 | (4,559 | ) | (1,387 | ) | - | ||||||||||||||||
Net profit |
1 | 5,184 | 441 | 1,308 | (1,387 | ) | 5,547 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
- | - | - | 363 | - | 363 | ||||||||||||||||||
Shareholders equity |
1 | 5,184 | 441 | 945 | (1,387 | ) | 5,184 | |||||||||||||||||
Total comprehensive income |
1 | 5,170 | 468 | 517 | (1,387 | ) | 4,769 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Income statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2015 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Turnover |
- | - | - | 53,272 | - | 53,272 | ||||||||||||||||||
Operating profit |
- | 990 | (5 | ) | 6,530 | - | 7,515 | |||||||||||||||||
Net finance costs |
- | (103 | ) | (327 | ) | 58 | - | (372 | ) | |||||||||||||||
Pensions and similar obligations |
- | (3 | ) | (29 | ) | (89 | ) | - | (121 | ) | ||||||||||||||
Other income |
- | 439 | - | (241 | ) | - | 198 | |||||||||||||||||
Premium paid on buy back of preference shares |
- | - | - | - | - | - | ||||||||||||||||||
Profit before taxation |
- | 1,323 | (361 | ) | 6,258 | - | 7,220 | |||||||||||||||||
Taxation |
- | (461 | ) | (87 | ) | (1,413 | ) | - | (1,961 | ) | ||||||||||||||
Net profit before subsidiaries |
- | 862 | (448 | ) | 4,845 | - | 5,259 | |||||||||||||||||
Equity earnings of subsidiaries |
- | 4,047 | 690 | (9,408 | ) | 4,671 | - | |||||||||||||||||
Net profit |
- | 4,909 | 242 | (4,563 | ) | 4,671 | 5,259 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
- | - | - | 350 | - | 350 | ||||||||||||||||||
Shareholders equity |
- | 4,909 | 242 | (4,913 | ) | 4,671 | 4,909 | |||||||||||||||||
Total comprehensive income |
(1 | ) | 4,922 | 332 | (4,162 | ) | 4,671 | 5,762 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
Annual Report on Form 20-F 2017 | 171 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
subsidiary | parent | subsidiary | guarantor | Unilever | ||||||||||||||||||||
Balance sheet at 31 December 2017 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
- | 2,143 | - | 26,258 | - | 28,401 | ||||||||||||||||||
Deferred tax assets |
- | 90 | 48 | 947 | - | 1,085 | ||||||||||||||||||
Other non-current assets |
- | 6 | 2 | 13,808 | - | 13,816 | ||||||||||||||||||
Amounts due from group companies |
17,132 | 7,099 | - | - | (24,231 | ) | - | |||||||||||||||||
Net assets of subsidiaries (equity accounted) |
- | 35,933 | 21,568 | - | (57,501 | ) | - | |||||||||||||||||
17,132 | 45,271 | 21,618 | 41,013 | (81,732 | ) | 43,302 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Amounts due from group companies |
- | 6,119 | 5,318 | 32,445 | (43,882 | ) | - | |||||||||||||||||
Trade and other current receivables |
- | 51 | 3 | 5,168 | - | 5,222 | ||||||||||||||||||
Current tax assets |
- | 57 | 9 | 422 | - | 488 | ||||||||||||||||||
Other current assets |
- | 39 | - | 11,234 | - | 11,273 | ||||||||||||||||||
- | 6,266 | 5,330 | 49,269 | (43,882 | ) | 16,983 | ||||||||||||||||||
Total assets |
17,132 | 51,537 | 26,948 | 90,282 | (125,614 | ) | 60,285 | |||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
2,420 | 4,685 | 1 | 862 | - | 7,968 | ||||||||||||||||||
Amounts due to group companies |
6,964 | 25,457 | 24 | 11,437 | (43,882 | ) | - | |||||||||||||||||
Trade payables and other current liabilities |
65 | 215 | 11 | 13,135 | - | 13,426 | ||||||||||||||||||
Current tax liabilities |
- | - | - | 1,088 | - | 1,088 | ||||||||||||||||||
Other current liabilities |
- | 5 | - | 690 | - | 695 | ||||||||||||||||||
9,449 | 30,362 | 36 | 27,212 | (43,882 | ) | 23,177 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
7,377 | 7,571 | - | 1,514 | - | 16,462 | ||||||||||||||||||
Amounts due to group companies |
- | - | 14,517 | 9,714 | (24,231 | ) | - | |||||||||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||||||||||||||
Funded schemes in deficit |
- | 8 | 103 | 1,114 | - | 1,225 | ||||||||||||||||||
Unfunded schemes |
- | 93 | 439 | 977 | - | 1,509 | ||||||||||||||||||
Other non-current liabilities |
- | 5 | 1 | 3,519 | - | 3,525 | ||||||||||||||||||
7,377 | 7,677 | 15,060 | 16,838 | (24,231 | ) | 22,721 | ||||||||||||||||||
Total liabilities |
16,826 | 38,039 | 15,096 | 44,050 | (68,113 | ) | 45,898 | |||||||||||||||||
Shareholders equity |
306 | 13,498 | 11,852 | 45,474 | (57,501 | ) | 13,629 | |||||||||||||||||
Non-controlling interests |
- | - | - | 758 | - | 758 | ||||||||||||||||||
Total equity |
306 | 13,498 | 11,852 | 46,232 | (57,501 | ) | 14,387 | |||||||||||||||||
Total liabilities and equity |
17,132 | 51,537 | 26,948 | 90,282 | (125,614 | ) | 60,285 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
172 | Annual Report on Form 20-F 2017 |
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
subsidiary | parent | subsidiary | guarantor | Unilever | ||||||||||||||||||||
Balance sheet at 31 December 2016 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
- | 2,202 | - | 25,231 | - | 27,433 | ||||||||||||||||||
Deferred tax assets |
- | 86 | - | 1,268 | - | 1,354 | ||||||||||||||||||
Other non-current assets |
- | 70 | 2 | 13,686 | - | 13,758 | ||||||||||||||||||
Amounts due from group companies |
14,931 | 4,569 | - | - | (19,500 | ) | - | |||||||||||||||||
Net assets of subsidiaries (equity accounted) |
- | 39,676 | 20,052 | - | (59,728 | ) | - | |||||||||||||||||
14,931 | 46,603 | 20,054 | 40,185 | (79,228 | ) | 42,545 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Amounts due from group companies |
14 | 2,539 | 5,293 | 33,211 | (41,057 | ) | - | |||||||||||||||||
Trade and other current receivables |
- | 70 | 4 | 5,028 | - | 5,102 | ||||||||||||||||||
Current tax assets |
- | 90 | - | 227 | - | 317 | ||||||||||||||||||
Other current assets |
- | 6 | - | 8,459 | - | 8,465 | ||||||||||||||||||
14 | 2,705 | 5,297 | 46,925 | (41,057 | ) | 13,884 | ||||||||||||||||||
Total assets |
14,945 | 49,308 | 25,351 | 87,110 | (120,285 | ) | 56,429 | |||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
2,415 | 1,700 | 1 | 1,334 | - | 5,450 | ||||||||||||||||||
Amounts due to group companies |
6,682 | 26,514 | 15 | 7,846 | (41,057 | ) | - | |||||||||||||||||
Trade payables and other current liabilities |
63 | 193 | 18 | 13,597 | - | 13,871 | ||||||||||||||||||
Current tax liabilities |
- | - | 21 | 823 | - | 844 | ||||||||||||||||||
Other current liabilities |
- | 4 | - | 387 | - | 391 | ||||||||||||||||||
9,160 | 28,411 | 55 | 23,987 | (41,057 | ) | 20,556 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
5,437 | 4,577 | - | 1,131 | - | 11,145 | ||||||||||||||||||
Amounts due to group companies |
- | - | 14,925 | 4,575 | (19,500 | ) | - | |||||||||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||||||||||||||
Funded schemes in deficit |
- | 7 | 101 | 2,055 | - | 2,163 | ||||||||||||||||||
Unfunded schemes |
- | 96 | 513 | 1,095 | - | 1,704 | ||||||||||||||||||
Other non-current liabilities |
- | - | 46 | 3,835 | - | 3,881 | ||||||||||||||||||
5,437 | 4,680 | 15,585 | 12,691 | (19,500 | ) | 18,893 | ||||||||||||||||||
Total liabilities |
14,597 | 33,091 | 15,640 | 36,678 | (60,557 | ) | 39,449 | |||||||||||||||||
Shareholders equity |
348 | 16,217 | 9,711 | 49,806 | (59,728 | ) | 16,354 | |||||||||||||||||
Non-controlling interests |
- | - | - | 626 | - | 626 | ||||||||||||||||||
Total equity |
348 | 16,217 | 9,711 | 50,432 | (59,728 | ) | 16,980 | |||||||||||||||||
Total liabilities and equity |
14,945 | 49,308 | 25,351 | 87,110 | (120,285 | ) | 56,429 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
Annual Report on Form 20-F 2017 | 173 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a ) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2017 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
- | 941 | (40 | ) | 6,391 | - | 7,292 | |||||||||||||||||
Net cash flow from/(used in) investing activities |
(3,884 | ) | (7,123 | ) | (1,062 | ) | 5,136 | 1,054 | (5,879 | ) | ||||||||||||||
Net cash flow from/(used in) financing activities |
3,873 | 6,261 | 1,103 | (11,616 | ) | (1,054 | ) | (1,433 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(11 | ) | 79 | 1 | (89 | ) | - | (20 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year |
- | 5 | (2 | ) | 3,195 | - | 3,198 | |||||||||||||||||
Effect of foreign exchange rates |
11 | (61 | ) | - | 41 | - | (9 | ) | ||||||||||||||||
Cash and cash equivalents at end of year |
- | 23 | (1 | ) | 3,147 | - | 3,169 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2016 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
- | 45 | (177 | ) | 7,179 | - | 7,047 | |||||||||||||||||
Net cash flow from/(used in) investing activities |
(1,053 | ) | (679 | ) | (783 | ) | (1,712 | ) | 1,039 | (3,188 | ) | |||||||||||||
Net cash flow from/(used in) financing activities |
1,048 | 621 | 959 | (4,662 | ) | (1,039 | ) | (3,073 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(5 | ) | (13 | ) | (1 | ) | 805 | - | 786 | |||||||||||||||
Cash and cash equivalents at beginning of year |
- | 3 | (1 | ) | 2,126 | - | 2,128 | |||||||||||||||||
Effect of foreign exchange rates |
5 | 15 | - | 264 | - | 284 | ||||||||||||||||||
Cash and cash equivalents at end of year |
- | 5 | (2 | ) | 3,195 | - | 3,198 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2015 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
(1 | ) | (699 | ) | (140 | ) | 8,170 | - | 7,330 | |||||||||||||||
Net cash flow from/(used in) investing activities |
(1,005 | ) | 231 | (729 | ) | (2,955 | ) | 919 | (3,539 | ) | ||||||||||||||
Net cash flow from/(used in) financing activities |
1,000 | 558 | 871 | (4,542 | ) | (919 | ) | (3,032 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(6 | ) | 90 | 2 | 673 | - | 759 | |||||||||||||||||
Cash and cash equivalents at beginning of year |
- | 5 | (3 | ) | 1,908 | - | 1,910 | |||||||||||||||||
Effect of foreign exchange rates |
6 | (91 | ) | - | (456 | ) | - | (541 | ) | |||||||||||||||
Cash and cash equivalents at end of year |
- | 4 | (1 | ) | 2,125 | - | 2,128 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
174 | Annual Report on Form 20-F 2017 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
FINANCIAL REVIEW 2016
GROUP RESULTS AND EARNINGS PER SHARE
The following discussion summarises the results of the Group during the years 2016 and 2015. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 163.
In 2016 and 2015, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.
2016 | 2015 | % change | ||||||||||
Turnover ( million) |
52,713 | 53,272 | (1 | ) | ||||||||
Operating profit ( million) |
7,801 | 7,515 | 4 | |||||||||
Underlying operating profit ( million) |
8,624 | 8,311 | 4 | |||||||||
Profit before tax ( million) |
7,469 | 7,220 | 3 | |||||||||
Net profit ( million) |
5,547 | 5,259 | 6 | |||||||||
Diluted earnings per share ( ) |
1.82 | 1.72 | 6 | |||||||||
Underlying earnings per share ( ) |
2.03 | 1.93 | 5 |
Turnover declined 1.0% to 52.7 billion including a negative currency impact of 5.1% (2015: 5.9% favourable currency impact) primarily from Latin America and the UK. Underlying sales growth was 3.7% (2015: 4.1%) coming from volume growth of 0.9% (2015: 2.1%) and price growth of 2.8% (2015: 1.9%). Acquisitions and disposals had a positive impact of 0.6% (2015: negative 0.1%) coming from the businesses acquired in 2015 and 2016 including Dermalogica, Murad, Dollar Shave Club, Zest & Camay and Seventh Generation. Emerging markets contributed 57% of total turnover with underlying sales growth of 6.5% (2015: 7.1%) driven by price growth of 5.4% (2015: 4.3%). Developed markets underlying sales growth declined by 0.2% with volume growth in North America offset by negative pricing in Europe.
Underlying operating margin improved 0.8 percentage points to 16.4%. Gross margin improved 0.5 percentage points driven by margin-accretive innovation, acquisitions and savings programmes. Brand and marketing investment as a percentage of turnover was down 0.4 percentage points due to sales leverage and efficiencies from Zero Based Budgeting. Higher gross margin and lower brand and marketing investment were partially offset by a 0.1 percentage points increase in overheads driven by the higher overheads ratio of acquired businesses.
Operating profit was up 3.8% at 7.8 billion (2015: 7.5 billion) including 823 million (2015: 796 million) of non-underlying charges mainly being acquisition and disposal-related costs and losses on business disposals.
Net cost of financing borrowings was 469 million compared with 372 million in 2015. The increase was driven by higher borrowing levels and reduced interest on cash deposits. The average interest rate on net debt increased to 3.5% compared with 3.0% in 2015. The charge for pension financing decreased by 27 million to 94 million (2015: 121 million) as a result of a lower net deficit at the beginning of 2016.
The effective tax rate was 26.2% compared with 27.6% in 2015. This included the impact of favourable tax audit settlements.
Net profit from joint ventures and associates contributed 127 million compared with 107 million in 2015 due to higher profits from the Pepsi Lipton joint venture. Other income from non-current investment and associates increased to 104 million compared with 91 million in 2015, primarily driven by a gain of 107 million from the sale of financial assets. Diluted earnings per share increased by 5.7% to 1.82 largely due to improved margin. Underlying earnings per share increased by 5.0% to 2.03 including an adverse currency impact of 4.0%.
ADDITIONAL COMMENTS ON 2016 EXPENSES AND OPERATING PROFIT
Underlying operating profit increased by 0.3 billion compared to 2015, driven by an improvement across most categories, with an increase in Home Care of 0.2 billion, Personal Care of 0.1 billion, and Refreshment of 0.1 billion offset by a decrease in Foods of 0.1 billion. Operating profit increased by 0.3 billion, in line with the increase in underlying operating profit.
Cost of raw and packing material and goods purchased for resale (material costs) decreased by 0.4 billion, driven primarily by exchange rate appreciation of 1.2 billion; at constant exchange rates it was up by 0.8 billion. At constant exchange rates, gross total input costs (including material costs, distribution and supply chain indirects) increase of 1.9 billion was more than offset by favourable price changes of 1.5 billion, and material costs savings of 1.1 billion during the year, resulting in gross margin improvement of 0.3 percentage points to 42.5%.
Staff costs were in line with 2015. Our brand and marketing investment decreased by 0.3 billion (decrease of 0.4 percentage points to 14.7%), reflecting the impact of efficiencies from our zero-based budgeting initiative.
The impact of input costs and investment in our brands is discussed further in our segmental disclosures, which also provide additional details of the impact of brands, products and sub categories on driving top-line growth.
Annual Report on Form 20-F 2017 | 175 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
PERSONAL CARE
2016 | 2015 |
%
change |
||||||||||
Turnover ( million) |
20,172 | 20,074 | 0.5 | |||||||||
Operating profit ( million) |
3,704 | 3,637 | 1.8 | |||||||||
Underlying operating profit ( million) |
4,033 | 3,951 | 2.1 | |||||||||
Operating margin (%) |
18.4 | 18.1 | 0.3 | |||||||||
Underlying operating margin (%) |
20.0 | 19.7 | 0.3 | |||||||||
Underlying sales growth (%) |
4.2 | 4.1 | ||||||||||
Underlying volume growth (%) |
1.6 | 2.3 | ||||||||||
Underlying price growth (%) |
2.6 | 1.8 |
KEY DEVELOPMENTS
| Turnover growth was 0.5% including an adverse currency impact of 4.9%. Acquisitions and disposals contributed 1.4% which included brands such as Dollar Shave Club acquired in 2016 and the Prestige skin care brands acquired in 2015. Underlying sales growth was 4.2%, in line with 4.1% in 2015. Personal Care benefited from innovations and extending into more premium brands through acquisitions. Deodorants performed well following the success of dry sprays in North America and Rexona Antibacterial with 10x more odour protection. Hair benefited from the successful Sunsilk re-launch and from innovations such as TRESemmé Beauty-Full Volume range. Lifebuoy demonstrated strong growth across emerging markets while Dove had a good year in 2016 supported by strong growth of the premium and Men+Care ranges. |
| Underlying operating profit increased by 82 million including a 159 million adverse impact from exchange rate movement. Acquisition and disposal activities contributed 12 million while underlying sales growth and underlying operating margin improvement added 166 million and 63 million respectively. Underlying operating margin improvement was principally driven by higher gross margins and brand and marketing efficiencies partly offset by a higher overheads ratio. |
FOODS
% | ||||||||||||
2016 | 2015 | Change | ||||||||||
Turnover ( million) |
12,524 | 12,919 | (3.1 | ) | ||||||||
Operating profit ( million) |
2,180 | 2,298 | (5.1 | ) | ||||||||
Underlying operating profit ( million) |
2,394 | 2,468 | (3.0 | ) | ||||||||
Operating profit ( million) |
17.4 | 17.8 | (0.4 | ) | ||||||||
Underlying operating margin (%) |
19.1 | 19.1 | - | |||||||||
Underlying sales growth (%) |
2.1 | 1.5 | ||||||||||
Underlying volume growth (%) |
(0.5 | ) | 0.8 | |||||||||
Effect of price changes (%) |
2.6 | 0.8 |
KEY DEVELOPMENTS
| Turnover declined by 3.1% including a 4.7% adverse currency impact and 0.3% negative impact from acquisitions and disposals. Underlying sales growth was 2.1%, an improvement of 0.6 percentage points from 2015 led by 2.6% price growth. The category sustained its return to positive growth helped by strong performances from Hellmanns and Knorr. The two brands successfully modernised their ranges with extension into organic variants and with packaging that highlights the naturalness of their ingredients. Sales in spreads declined as modest growth in emerging markets was offset by the continued but slowing decline in developed markets. |
| Underlying operating profit declined by 74 million. Underlying sales growth added 51 million and exchange rates had an adverse impact of 123 million. Underlying operating margin had a contribution of 1 million while acquisition and disposal activities had a negative impact of 3 million. |
HOME CARE
% | ||||||||||||
2016 | 2015 | Change | ||||||||||
Turnover ( million) |
10,009 | 10,159 | (1.5 | ) | ||||||||
Operating profit ( million) |
949 | 740 | 28.2 | |||||||||
Underlying operating profit ( million) |
1,086 | 855 | 27.0 | |||||||||
Operating margin (%) |
9.5 | 7.3 | 2.2 | |||||||||
Underlying operating margin (%) |
10.9 | 8.4 | 2.5 | |||||||||
Underlying sales growth (%) |
4.9 | 5.9 | ||||||||||
Underlying volume growth (%) |
1.3 | 4.0 | ||||||||||
Underlying price growth (%) |
3.6 | 1.9 |
KEY DEVELOPMENTS
| Turnover for Home Care declined by 1.5% which includes an adverse currency impact of 6.5%. Acquisitions and disposals contributed a positive 0.4%. Underlying sales growth was 4.9% split between volume growth of 1.3% and price growth of 3.6%. Surf grew double- digit helped by the launch of Surf Sensations. Other innovations, including Omo with enhanced formulation, Comfort Intense and Domestos toilet blocks, were rolled out to new markets contributing volume growth. The Brilhante brand contributed to good volume growth in Latin America. |
| Underlying operating profit increased by 231 including a 56 million decrease from exchange rate movements. Underlying sales growth contributed 42 million while improved underlying operating margin added 244 million. Acquisition and disposal activities contributed 2 million. Gross margin improved as a result of improved mix and cost savings. |
REFRESHMENT
% | ||||||||||||
2016 | 2015 | Change | ||||||||||
Turnover ( million) |
10,008 | 10,120 | (1.1 | ) | ||||||||
Operating profit ( million) |
968 | 840 | 15.2 | |||||||||
Underlying operating profit ( million) |
1,111 | 1,037 | 7.1 | |||||||||
Operating profit ( million) |
9.7 | 8.3 | 1.4 | |||||||||
Underlying operating margin (%) |
11.1 | 10.2 | 0.9 | |||||||||
Underlying sales growth (%) |
3.5 | 5.4 | ||||||||||
Underlying volume growth (%) |
1.0 | 1.5 | ||||||||||
Effect of price changes (%) |
2.6 | 3.9 |
KEY DEVELOPMENTS
| Refreshment turnover declined by 1.1% including a 4.6% adverse impact from currency and a 0.1% positive contribution from acquisitions and disposals. Underlying sales growth was 3.5%, a drop of 1.9 percentage points from 2015. Growth in ice cream was driven by margin-accretive innovations behind premium brands including the Magnum Double range, the Ben & Jerrys Wich sandwich and dairy free range as well as new variants of Talenti.Leaf tea growth improved in emerging markets but was held back by the black tea business in developed markets. Tea continued to build its presence in more premium segments with good growth from T2 specialty teas. |
| Underlying operating profit was 74 million higher coming from underlying sales growth which contributed 37 million, underlying operating margin improvement of 85 million and a 11 million increase acquisition and disposal activities net of adverse exchange rate movement of 59 million. Underlying operating margin was up primarily due to improvements in gross margin in ice cream. |
176 | Annual Report on Form 20-F 2017 |
FINANCE AND LIQUIDITY
Approximately 1.5 billion (or 43%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.
The remaining 1.9 billion (57%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes 240 million (2015: 284 million, 2014: 452 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations. We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 2016 were US$6,550 million.
NON-GAAP MEASURES
UNDERLYING SALES GROWTH (USG)
The reconciliation of USG to changes in the GAAP measure turnover is as follows:
TOTAL GROUP |
||||||||
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Turnover growth (%) (a) |
(1.0 | ) | 10.0 | |||||
Effect of acquisitions (%) |
0.8 | 0.7 | ||||||
Effect of disposals (%) |
(0.2 | ) | (0.8 | ) | ||||
Effect of exchange rates (%) |
(5.1 | ) | 5.9 | |||||
Underlying sales growth (%) |
3.7 | 4.1 | ||||||
PERSONAL CARE |
||||||||
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Turnover growth (%) (a) |
0.5 | 13.2 | ||||||
Effect of acquisitions (%) |
1.7 | 1.0 | ||||||
Effect of disposals (%) |
(0.3 | ) | - | |||||
Effect of exchange rates (%) |
(4.9 | ) | 7.6 | |||||
Underlying sales growth (%) |
4.2 | 4.1 | ||||||
FOODS |
||||||||
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Turnover growth (%) (a) |
(3.1 | ) | 4.5 | |||||
Effect of acquisitions (%) |
- | - | ||||||
Effect of disposals (%) |
(0.3 | ) | (2.5 | ) | ||||
Effect of exchange rates (%) |
(4.7 | ) | 5.6 | |||||
Underlying sales growth (%) |
2.1 | 1.5 | ||||||
HOME CARE |
||||||||
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Turnover growth (%) (a) |
(1.5 | ) | 10.9 | |||||
Effect of acquisitions (%) |
0.6 | 0.2 | ||||||
Effect of disposals (%) |
(0.2 | ) | (0.1 | ) | ||||
Effect of exchange rates (%) |
(6.5 | ) | 4.5 | |||||
Underlying sales growth (%) |
4.9 | 5.9 |
REFRESHMENT |
||||||||
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Turnover growth (%)(a) |
(1.1 | ) | 10.3 | |||||
Effect of acquisitions (%) |
0.2 | 1.3 | ||||||
Effect of disposals (%) |
(0.1 | ) | (0.7 | ) | ||||
Effect of exchange rates (%) |
(4.6 | ) | 4.1 | |||||
Underlying sales growth (%) |
3.5 | 5.4 |
(a) | Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components. |
UNDERLYING VOLUME GROWTH (UVG)
The relationship between UVG and USG is set out below:
2016 | 2015 | |||||||
vs 2015 | vs 2014 | |||||||
Underlying volume growth (%) |
0.9 | 2.1 | ||||||
Underlying price growth (%) |
2.8 | 1.9 | ||||||
Underlying sales growth (%) |
3.7 | 4.1 |
UNDERLYING EFFECTIVE TAX RATE
The reconciliation of taxation to taxation before tax impact of non-underlying items is as follows:
million | million | |||||||
2016 | 2015 | |||||||
Taxation |
1,922 | 1,961 | ||||||
Tax impact of: |
||||||||
Non-underlying items within operating profit |
213 | 180 | ||||||
Non-underlying items not in operating profit but within net profit |
- | - | ||||||
Taxation before tax impact of non-underlying items |
2,135 | 2,141 | ||||||
Profit before taxation |
7,469 | 7,220 | ||||||
Non-underlying items within operating profit before tax |
823 | 796 | ||||||
Non-underlying items not in operating profit but within |
||||||||
Net profit before tax |
- | - | ||||||
Share of net (profit)/loss of joint ventures and associates |
(127 | ) | (107 | ) | ||||
Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates |
|
8,165
|
|
|
7,909
|
|
||
Underlying effective tax rate |
26.1% | 27.1% |
CONSTANT UNDERLYING EARNINGS PER SHARE
The reconciliation of underlying profit attributable to shareholders equity to constant underlying earnings attributable to shareholders equity and the calculation of constant underlying EPS is as follows:
million | million | |||||||
2016 | 2015 | |||||||
Underlying profit attributable to shareholders equity |
5,785 | 5,514 | ||||||
Impact of translation of earnings between constant and current exchange rates and translational hedges |
194 | (140 | ) | |||||
Constant underlying earnings attributable to shareholders equtiy |
5,979 | 5,374 | ||||||
Diluted combined average number of share units (millions of units) |
2,853.9 | 2,855.4 | ||||||
Constant underlying EPS () |
2.10 | 1.88 |
Annual Report on Form 20-F 2017 | 177 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
FREE CASH FLOW (FCF)
The reconciliation of FCF to net profit is as follows:
million | million | |||||||
2016 | 2015 | |||||||
Net profit |
5,547 | 5,259 | ||||||
Taxation |
1,922 | 1,961 | ||||||
Share of net profit of joint ventures/associates and other income from non-current investments |
(231 | ) | (198 | ) | ||||
Net finance cost |
563 | 493 | ||||||
Depreciation, amortisation and impairment |
1,464 | 1,370 | ||||||
Changes in working capital |
51 | 720 | ||||||
Pensions and similar obligations less payments |
(327 | ) | (385 | ) | ||||
Provisions less payments |
65 | (94 | ) | |||||
Elimination of (profits)/losses on disposals |
127 | 26 | ||||||
Non-cash charge for share-based compensation |
198 | 150 | ||||||
Other adjustments |
(81 | ) | 49 | |||||
Cash flow from operating activities |
9,298 | 9,351 | ||||||
Income tax paid |
(2,251 | ) | (2,021 | ) | ||||
Net capital expenditure |
(1,878 | ) | (2,074 | ) | ||||
Net interest and preference dividends paid |
(367 | ) | (460 | ) | ||||
Free cash flow |
4,802 | 4,796 | ||||||
Net cash flow (used in)/from investing activities |
(3,188 | ) | (3,539 | ) | ||||
Net cash flow (used in)/from financing activities |
(3,073 | ) | (3,032 | ) |
NET DEBT
The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:
million | million | |||||||||
2016 | 2015 | |||||||||
Total financial liabilities |
|
(16,595
|
)
|
|
(14,643
|
)
|
|
|||
Current financial liabilities |
(5,450 | ) | (4,789 | ) | ||||||
Non-current financial liabilities |
(11,145 | ) | (9,854 | ) | ||||||
Cash and cash equivalents as per balance sheet |
3,382 | 2,302 | ||||||||
Cash and cash equivalents as per cash flow |
3,198 | 2,128 | ||||||||
Bank overdrafts deducted therein |
184 | 174 | ||||||||
Current financial assets |
599 | 836 | ||||||||
Net debt |
(12,614 | ) | (11,505 | ) |
UNDERLYING OPERATING PROFIT AND UNDERLYING OPERATING MARGIN
The reconciliation of underlying operating profit to operating profit is as follows:
million | million | |||||||
2016 | 2015 | |||||||
Operating profit |
7,801 | 7,515 | ||||||
Non-underlying items within operating profit |
823 | 796 | ||||||
Underlying operating profit |
8,624 | 8,311 | ||||||
Turnover |
52,713 | 53,272 | ||||||
Operating margin |
14.8% | 14.1% | ||||||
Underlying operating margin |
16.4% | 15.6% |
2015 ACQUISITIONS AND DISPOSALS
On 1 May 2015 the Group acquired REN Skincare, a prestige Personal Care business with an iconic British skin care brand.
On 1 March 2015 the Group also acquired the Camay and Zest brands from The Proctor & Gamble Company. In addition a manufacturing site was acquired.
On 6 May 2015 the Group acquired Kate Somerville Skincare, a prestige Personal Care business with a leading independent skin care brand.
On 1 August 2015 the Group acquired Dermalogica, a prestige Personal Care business with the leading skin care brand in professional salons and spas. The assets acquired were principally the Dermalogica brand.
On 1 September 2015 the Group acquired Murad, the leading clinical skin care brand, part of our prestige Personal Care business.
On 30 September 2015 the Group acquired Grom, a premium Italian gelato business.
FINANCIAL INSTRUMENTS AND RISK
The key financial instruments used by Unilever are short-term and long-term borrowings, cash and cash equivalents, and certain plain vanilla derivative instruments, principally comprising interest rate swaps and foreign exchange contracts. Treasury processes are governed by standards approved by the Unilever Leadership Executive. Unilever manages a variety of market risks, including the effects of changes in foreign exchange rates, interest rates, commodity costs and liquidity.
OUTLOOK
Our priorities for 2018 are to grow volumes ahead of our markets, maintain strong delivery from our savings programmes and to complete the integration of Foods & Refreshment as well as the exit from spreads. We expect this will translate into another year of underlying sales growth in the 3% 5% range, and an improvement in underlying operating margin and cash flow, that keeps us on track for the 2020 targets.
OTHER INFORMATION ON THE COMPANY
RAW MATERIALS
Our products use a wide variety of raw and packaging materials which we source internationally and which may be subject to price volatility, either directly or as a result of movements in foreign exchange rates. In 2017 we saw market inflation at modest levels, with price rises in tropical oils, some chemicals and butter and other dairy products. Foreign exchange rates were more benign than in previous years, although there was some inflation notably in Egypt, Turkey and Argentina. Looking ahead to 2018 we remain watchful for continued turbulence in foreign exchange markets and for steadily increasing rates of inflation in key commodities, particularly crude oil.
SEASONALITY
Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.
INTELLECTUAL PROPERTY
We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.
178 | Annual Report on Form 20-F 2017 |
COMPETITION
As a fast-moving consumer goods (FMCG) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like and buy in conscious preference to competitors. Our brands command loyalty and affinity and deliver superior performance.
INFORMATION PRESENTED
Unless otherwise stated, share refers to value share. The market data and competitive set classifications are taken from independent industry sources in the markets in which Unilever operates.
IRAN-RELATED REQUIRED DISCLOSURE
Unilever operates in Iran through a non-US subsidiary. In 2017, sales in Iran were significantly less than one percent of Unilevers worldwide turnover. During the year, this non-US subsidiary had approximately 2,974 in gross revenues and less than 565 in net profits attributable to the sale of food, personal care and home care products to the Hotel Homa Group, which is owned by the Social Security Organization of Iran, and IRR Mohammad Rasoullah Pharmacy, which is affiliated with the Islamic Revolutionary Guard Corps. We advertised our products on television networks that are owned by the Government of Iran or affiliated entities. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Our non-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. Our activities in Iran comply in all material respects with applicable laws and regulations, including US and other international trade sanctions, and we plan to continue these activities.
PROPERTY, PLANT AND EQUIPMENT
We have interests in properties in most of the countries where there are Unilever operations. However, none are material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.
Annual Report on Form 20-F 2017 | 179 |
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; Unilevers investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilevers business; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Unilever Annual Report and Accounts 2017.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such.
In addition, a printed copy of the Annual Report on Form 20-F 2017 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (Wet op het financieel toezicht (Wft)) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report on Form 20-F 2017.
Designed and produced by Unilever Communications.
Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.
This document is printed on Revive 100% Recycled Silk. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.
These papers are 100% recycled and manufactured using de-inked post-consumer waste. All the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its pureprint® environmental printing technology. Vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both the manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council® (FSC) chain-of-custody certified.
If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.
UNILEVER N.V. | UNILEVER PLC | |
Head Office and Registered Office | Head Office | |
Weena 455, PO Box 760 | 100 Victoria Embankment | |
3000 DK Rotterdam | London EC4Y 0DY | |
The Netherlands | United Kingdom | |
T +31 (0)10 217 4000 | T +44 (0)20 7822 5252 | |
Commercial Register Rotterdam | Registered Office | |
Number: 24051830 | Unilever PLC | |
Port Sunlight | ||
Wirral | ||
Merseyside CH62 4ZD | ||
United Kingdom | ||
Registered in England and Wales Company Number: 41424 |
FOR FURTHER INFORMATION ABOUT
UNILEVER PLEASE VISIT OUR WEBSITE:
WWW.UNILEVER.COM
UNILEVER PLC 20-F EXHIBIT LIST
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
1. | Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 08, 2013. |
2. | Incorporated by reference to Exhibit 2.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
3. | Incorporated by reference to Exhibit 2.2 on Form 20 -F (File no 001-04546) filed with the SEC on 28 February 2017 |
4. | Incorporated by reference to Exhibit 2.3 of Form 20-F (File No: 333-196985) filed with the SEC on March 6, 2015. |
5. | Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 001-04546) filed with the SEC on June 24, 2014. |
6. | Incorporated by reference to Exhibit 4.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 5, 2010. |
7. | Incorporated by reference to Exhibit 4.1(b) of Form 20-F (File No: 001-04546) filed with the SEC on March 6, 2015. |
8. | Incorporated by reference to Exhibit 4.1(c) of Form 20-F (File No: 001-04546) filed with the SEC on March 6, 2015. |
9. | Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 6, 2012. |
10. | Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
11. | Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
12. | Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 26, 2008. |
13. | Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011. |
14. | The required information is set forth on pages 138 to 145 of the Annual Report on Form 20-F 2017. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Unilever PLC.
(Registrant)
/s/ R.Sotamaa |
R. SOTAMAA, |
Chief Legal Officer and Group Secretary |
Date: 28 February 2018
Exhibit 4.2
CONTRACT OF EMPLOYMENT
THIS AGREEMENT is made on the 7th day of October Two Thousand and Eight
B E T W E E N
(1) | Unilever NV (Commercial Register No. 24051830) whose registered office is at Rotterdam (NV) and Unilever PLC (registered in England No. 41424) whose registered office is at Port Sunlight, Wirral, Merseyside, CH62 4ZD (PLC) (together the Company) and |
(2) | Paul Polman of 31 Av de LErmitage, 1224 Chene Bougeries, Geneva, Switzerland (the Executive) |
1. | Definitions and interpretation |
1.1 | Throughout this document, the following definitions shall apply: |
Board means the board of directors of NV and PLC;
Commencement Date means; 1 st October 2008
Company means together Unilever N.V. and Unilever PLC
Confidential Information means information (whether or not reduced to writing) in respect of the business, affairs and financing of the Company or any member of the Unilever Group, its or their suppliers, agents, distributors or customers, including but not limited to information relating to trade secrets or secret information, research, technical know-how, products, designs, pricing, marketing, business and financial plans, acquisition plans, clients and customers, stored or kept in any format including but not limited to software, diskettes including but not limited to copy-rightable material and/or documents, books, notes, tapes, instruments and property of any kind (either tangible or intangible);
CLO means the General Counsel and Chief Legal Officer of the Unilever Group.
Intellectual Property Rights means patents, copyright and related or neighbouring rights, trade marks and services marks, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights (including, without limitation, rights in get-up and rights to Inventions, trade or business names or signs and domain names) in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
Inventions means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium;
Group Secretary means the Secretary of NV and PLC;
Remuneration Committee means the remuneration committee of the Board;
Termination Date means the date on which the Executives employment terminates, as referred to in Clause 6;
Unilever Executive means the principal Executive Committee of the Board under the chairmanship of the Group Chief Executive;
Unilever Group means PLC, NV and any company in which either or both together directly or indirectly owns or controls the voting rights attaching to not less than 50% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management, and references to a member of the Unilever Group or a Unilever Group company will be construed accordingly;
2 . | Commencement |
This Agreement is effective as of the Commencement Date which for the purpose of the UK Employment Rights Act 1996 is the date on which the Executives continuous period of employment began.
3. | Duties of the Executive |
3.1 | The Executive shall be employed as a member of the Unilever Executive as Group Chief Executive and shall carry out all duties (including, if relevant, the duties of a Board director) as may reasonably be assigned to him in whatever location is reasonably required. |
3.2 | All such duties shall be carried out honestly, faithfully, to the best of the Executives ability and at all times in compliance with the Unilever Code of Business Principles. |
3.3 | Further the Executive shall comply with all rules, regulations and legal requirements relevant to the business of the Unilever Group. |
3.4 | The Executive shall report to the Board in his capacity as a Director and, when requested by the Board, shall promptly provide (in writing if requested) all information, explanations and assistance relevant to any matters which have an impact on the business and affairs of the Unilever Group or any member thereof. |
3.5 | The Executives normal place of work shall be London or such other place as the Company may from time to time reasonably require. The Executive shall travel to such places as are necessary for the proper discharge of his duties. |
4 | Remuneration and Benefits |
4.1 | The remuneration of the Executive will be reviewed annually by the Company and communicated to the Executive in writing and paid in accordance with the Unilever Groups payroll practice, as amended from time to time. |
4.2 | The Executive will not be entitled to receive any fees or other remuneration additional to the agreed remuneration by virtue of, or in respect of, any directorships that may be held from time to time of any Unilever Group company. |
4.3 | Any remuneration arising from a directorship of an organisation outside the Unilever Group shall be treated in accordance with the prevailing Company policy. |
4.4 | Details of the Executives pension entitlement shall be notified to him separately in writing by the Company. |
4.5 | The Company shall reimburse the Executive, against production of receipts, for all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which he may from time to time incur in the proper execution of his duties hereunder and pursuant to any Company policy in force from time to time. |
5. | Working Hours and Holidays |
5.1 | The Executive shall work such hours as are necessary for the proper performance of his duties and devote the whole of his professional time, attention and abilities to carrying out his duties hereunder. |
5.2 | The Executive shall be entitled to thirty working days holiday in each calendar year (in addition to Public Holidays applicable in the Executives normal place of work) to be taken at times mutually agreed between the Executive and the Chairman. |
6. | Termination |
The Executives employment shall continue unless and until it is terminated:
| by the Company giving the Executive twelve months prior written notice; or |
| by the Executive giving the Company six months prior written notice; or |
| by the Executive giving six months prior written notice to terminate his employment with NV which shall automatically constitute the same notice of termination by the Executive of his employment with PLC; or |
| at any time in accordance with clauses 7 or 8. |
7. | Severance Payments |
7.1 | In the event of termination of the employment of the Executive by the Company for any reason other than a reason pursuant to Clause 8, the Company may, instead of requiring the Executive to work during the period of notice, elect to make a severance payment to the Executive, in which case the Executives employment will immediately terminate and such date shall be the date of termination for the purposes of this Agreement. If the Company so elects, the Executive shall be entitled to the payments and benefits referred to in Clauses 7.2 to 7.4. |
7.2 | In such circumstances, the Executive shall, subject as provided in Clause 7.5 be entitled to receive a severance payment which shall be the aggregate of:- |
| a sum equal to the basic salary together with a sum equal to the benefits in kind payable by the Company to the Executive for the period for which this Agreement would otherwise have continued; |
| the amount of the variable pay award estimated by the Company to be payable to the Executive in respect of the financial year in which the notice is served, pro rated to the date of termination |
7.3 | By this means, if the Company elects to operate Clause 7.1, termination may be effected by a payment of basic salary and benefits in lieu of notice for the period of notice or a combination of notice period followed by such a payment in lieu of the remaining notice period. Bonus and other share based awards shall be made pro rated to the date of termination. |
7.4 | Further, in these circumstances, the Company will ensure that the Executive shall be credited with twelve months service for the purposes of the pension scheme referred to in the notification to be made under Clause 4.4 such twelve month period to run from the date of serving of notice of termination. |
7.5 | The Executive will if requested sign a general release of all and any claims (contractual and statutory) in a form satisfactory to the Company in exchange for any payment under this Clause 7. |
8. | Summary Termination |
8.1 | The Company may terminate the Executives employment forthwith, without notice or compensation, in any circumstances where the Executive: |
| shall become incapacitated from any cause whatsoever from performing his duties hereunder for at least twelve months (provided that termination of employment will not deprive the Executive of benefits under any permanent health insurance scheme provided by the Company); or |
| if being a director of the Company, shall be or become prohibited by law from being a director in either the UK or the Netherlands; or |
| is convicted of any criminal offence which prevents him from fulfilling his duties hereunder: or |
| shall fail to perform his duties competently or is guilty of any serious or persistent neglect in the discharge of duties, or commits any wilful, serious or persistent breach of any codes of conduct, policies and procedures issued by the Company; or |
| becomes bankrupt or makes any composition or enters into any deed of arrangement with creditors; |
8.2 | Any delay by the Company in exercising the right to terminate summarily under the clauses set out above shall not constitute a waiver of that right. The Executive shall have no claim for compensation in respect of such termination. |
9. | Following Termination |
9.1 | Following the termination of employment, for whatever reason or by whatever means, the Executive shall not represent, either expressly or impliedly, to any person, firm or company that he is authorised to act on behalf of any member of the Unilever Group, nor represent himself as being connected in any way with any member of the Unilever Group. |
9.2 | Upon termination of employment, the Executive shall tender his resignation with immediate effect from any directorship that he may then be holding in any member of the Unilever Group without any right to any claim whether for compensation or otherwise. |
In the event that the Executive fails to tender his resignation as aforesaid, and without prejudice to the Companys and/or the Unilever Groups rights and remedies under law and in equity, the Executive will automatically be deemed to have tendered such resignation with immediate effect and the Group Secretary and the CLO are hereby irrevocably, and severally, authorised by the Executive, in the Executives name and on his behalf to sign documents (including but not limited to letters of resignation) for the purpose of bringing such deemed resignation into immediate effect.
10. | Confidential Information |
10.1 | The Executive shall not (except in the proper course of his duties) at any time during the course of employment or any time thereafter, without the prior written consent of the Company or the Unilever Group, use or disclose directly or indirectly any Confidential Information to any person for any reason other than for the proper conduct of the Companys business whilst in the course of their employment, except as required by law (provided that the Executive shall at the Companys expense resist any alleged requirement if the Company properly asks him to do so). |
10.2 | All Confidential Information that the Executive has received or made (alone or with others) during employment with the Company or any other member of the Unilever Group is the property of the Company or the Unilever Group and the Executive shall promptly, whenever requested by the Company and in any event upon the termination of his employment for whatever reason, return such Confidential Information to the Company and the Executive shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company. |
10.3 | The Executive shall not during the continuance of employment or for 12 months thereafter without the Companys prior written consent, publish or cause to be published any opinion, fact or material relating to or connected with the business of the Company or any member of the Unilever Group or its or their suppliers, customers or partners (whether confidential or not) without first obtaining the consent of the Board. This restriction shall not apply where the information has already come into the public domain other than through unauthorised disclosure by the Executive. |
11. | Executives Covenants |
11.1 | The Executive shall not, without the prior written consent of the Company, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during his employment hereunder. However nothing herein shall prevent the Executive from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group. |
11.2 | The Executive shall not, for the period of six months following the Termination Date, work for or be engaged by, or otherwise be involved with, any material competitors, suppliers, customers or partners of the Company or of any member of the Unilever Group, without the prior written consent of the Company, which consent will not be unreasonably withheld. |
12. | Intellectual Property |
12.1 | The Executive shall notify the Company of the existence of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of his employment with the Company and, at the Companys request, shall provide full written details thereof. The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in either NV or PLC absolutely. To the extent that they do not vest automatically, the Executive holds them on trust for either NV or PLC and shall, at the request and expense of the Company, (during the course of his employment or thereafter) assign them to the either NV or PLC their nominee. The Executive agrees promptly to execute all documents and do all acts as may, in the opinion of either NV or PLC, be necessary or desirable to give effect to this clause 12.1 and/or to effect all relevant registration(s) and protections. |
12.2 | The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works. |
12.3 | The Executive hereby irrevocably appoints the Company to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause. |
13. | Disciplinary and Grievance Procedures |
Other than as set out in this Agreement, there are no explicit disciplinary rules in force in relation to the Executive who is expected at all times to conduct himself in a manner consistent with his senior status. There is no formal grievance procedure but in the event of any grievance, the Executive may raise the matter with the Chairman or the Board, as may be appropriate.
14. | Directorship/Indemnity |
14.1 | Subject and without prejudice to the Companys rights under Clause 8 of this Agreement, if the Executive is a director of the Company, the Companys failure to nominate the Executive for re-election to the office of director of the Company, the removal of the Executive from the office of director of the Company or failure of the shareholders in general meeting to re-elect the Executive as a director of the Company, unless otherwise agreed in writing by the Executive, shall be deemed notice of termination by the Company under the provisions of Clause 6. In accordance with the Articles of Association, where an Executive is disqualified or removed as a director of PLC he will be deemed to have been removed as a director of NV with immediate effect. |
14.2 | If a director of the Company, details of indemnity protection shall be notified to the Executive separately in writing by the Company. |
15. | Garden Leave |
15.1 | Once notice is given under clause 6, the Company shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide any work for the Executive, and the Company may at any time or from time to time during any period of notice (whether given by the Company or the Executive) require that the Executive does not attend at any premises of the Company. |
15.2 | Salary and benefits will not cease to be payable by reason of such requirement and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and not do anything that is harmful to the Company. |
16 | Suspension |
In circumstances where the Company believes there is a reasonable suspicion of breach of this Agreement, in order that the circumstances giving rise to that belief may be investigated, the Company may suspend the Executive from the performance of his duties. Salary and benefits will not cease to be payable by reason of such suspension and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and not do anything that is harmful to the Company.
17. | Miscellaneous |
17.1 | If the Executive is at any time granted options or rights pursuant to any share option or share incentive scheme of the Company or any other member of the Unilever Group, those options or rights shall be subject to the rules of that scheme as in force from time to time which rules shall not form part of the Executives service contract. In particular, if the Executives employment should terminate for any reason (including as a result of a repudiatory breach of contract by the Company) his rights will be governed entirely by the terms of that scheme and he will not be entitled to any further or other compensation for any loss of any right or benefit or prospective right or benefit under any such scheme which he may have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. |
17.2 | The Executive consents to the Company or any member of the Unilever Group holding and processing both electronically and manually the data it collects which relates to the Executive for the purposes of the administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations. The Executive also consents to the transfer of such personal information to other offices the Company may have or to any member of the Unilever Group or to other third parties whether or not outside the European Economic Area for administration purposes in connection with the Executives employment where it is necessary or desirable for the Company to do so. |
17.3 | If any clause, or identifiable part of any clause, of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, then this shall not affect the validity or enforceability of the remaining clauses or identifiable parts of such. |
17.4 | No modification, variation or amendment to this Agreement shall be effective unless it is in writing and has been signed by, or on behalf of, the parties. |
18. | Status of these terms and conditions |
This Agreement is supplemental to the letter dated 29 th August 2008 setting out the Executives reward package and the pensions notification but otherwise it supersedes and replaces all agreements or arrangements whether written, oral or implied between the Company or any member of the Unilever Group and the Executive relating to the employment of the Executive or the termination of that employment and the Executive acknowledges and warrants that he is not entering into this Agreement in reliance on any representation not expressly set out herein and shall have no remedy in relation to any such representation.
19. | Notices |
19.1 | Any notice, or other communication which is required to be served by the Company under these terms and conditions, shall be signed by the CLO, and/or the Group Secretary if the Executive is a director of the Company, and addressed to the Executive at the appropriate business address. |
19.2 | Any notice or other communication which is required to be served by the Executive on the Company, will require the signature of the Executive and be addressed to either the CLO or the Group Secretary at their office. |
20. | Governing Law |
All communications, agreements and contracts pertaining to the Executives employment with the Company (including, without limitation, this Agreement will be governed by and construed in accordance with the laws of England and Wales and each of the parties hereby irrevocably agrees for the exclusive benefit of the Company and the Unilever Group that the Courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with those documents, this Agreement or the Executives employment with the Company.
Signed for and on behalf of the Company: | Acceptance of these Terms and Conditions by the Executive: | |||
Sgd/S G Williams, Authorised Signatory | Sgd/P G J M Polman | |||
Sgd/S H M A Dumoulin, Authorised | ||||
Signatory |
Service Agreement
THIS AGREEMENT is entered into as a DEED on the 16th day of December Two Thousand and Fifteen
B E T W E E N
Unilever NV (Commercial Register No. 24051830) whose registered office is at Rotterdam ( NV ) and Unilever PLC (registered in England No. 41424) whose registered office is at Port Sunlight, Wirral, Merseyside, CH62 4ZD ( PLC ) (each, a Company and, together, the Companies )
and
Graeme Pitkethly of c/o Unilever PLC, 100 Victoria Embankment, Blackfriars, London EC4Y 0DY (the Executive )
1 | Background |
(A) | The Executive is currently an employee of the Companies. |
(B) | The Companies and the Executive have agreed that the Executive will serve the Companies and the Unilever Leadership Executive in the capacity of Chief Financial Officer. |
(C) | The Companies and the Executive intend that the Executive will be appointed as a Director to the Board of each of the Companies at the next Annual General Meeting. |
(D) | Upon appointment to the Board of NV, the Executive shall automatically cease to be an employee of NV. |
(E) | The Companies and the Executive have agreed to enter into this Agreement as a Deed to record the terms on which the Executive will serve the Companies in his role from the date of this Agreement. |
2 | Definitions and Interpretation |
2.1 | Throughout this document, the following definitions shall apply: |
Applicable Law means, in relation to PLC, the laws of England and Wales and, in relation to NV, the laws of the Netherlands;
Board means the board of directors of NV and the board of directors of PLC, or either of them as the context requires;
Commencement Date means 1 st October 2015;
Companies means together NV and PLC and Company means either of them, as the context requires;
Confidential Information means information (whether or not reduced to writing) in respect of the business, affairs and financing of the Companies or any member of the Unilever Group, its or their suppliers, agents, distributors or customers, including but not limited to information relating to trade secrets or secret information, research, technical know-how, products, designs, pricing, marketing, business and financial plans, acquisition plans, clients and customers, stored or kept in any format including but not limited to software, diskettes including but not limited to copy-rightable material and/or documents, books, notes, tapes, instruments and property of any kind (either tangible or intangible);
Director means a statutory director appointed pursuant to the constitutional documents of a company and in accordance with Applicable Law;
Intellectual Property Rights means patents, copyright and related or neighbouring rights, trade marks and services marks, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights (including, without limitation, rights in get-up and rights to Inventions, trade or business names or signs and domain names) in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
Inventions means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium;
Group Secretary means the Secretary of NV and PLC;
Compensation Committee means the Compensation Committee of the Board;
Termination Date means the date on which the Executives employment terminates, as referred to in Clause 8;
Unilever Leadership Executive means the executive team under the chairmanship of the Chief Executive Officer; and
Unilever Group means PLC, NV and any company in which either or both together directly or indirectly owns or controls the voting rights attaching to not less than 50% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management, and references to a member of the Unilever Group or a Unilever Group company will be construed accordingly.
3 | Commencement |
This Agreement is effective as of the Commencement Date. For the purpose of the UK Employment Rights Act 1996, the Executives continuous period of employment began on 18 November 2002.
4 | Appointment and service as a Director |
4.1 | It is the intention of the parties that the Executive will be appointed and will agree to act as a Director of each of the Companies with effect from the next Annual General Meeting of each of the Companies. |
4.2 | Upon appointment as a Director of each of the Companies, the Executive acknowledges and agrees that: |
4.2.1 | his duties shall include those of the duties set out in Clause 5.1 applicable to a Director of a company listed in the United Kingdom or the Netherlands (as relevant); |
4.2.2 | his appointment and continued service as a Director, as a member of the Board and the Unilever Leadership Executive will be subject to the Articles of Association (and other constitutional documents) and the statutory and corporate governance requirements applicable to each of the Companies respectively. |
4.3 | The Executive further acknowledges that, in the case of NV only, under Applicable Law it is not permitted for the Executive to remain an employee of NV following his appointment as a Director of NV. Accordingly, the Executive agrees that immediately upon such appointment he will automatically cease to be an employee of NV, but NV will continue to be a party to this Agreement and shall retain the rights and powers ascribed to it pursuant to the terms of this Agreement, which will continue to be exerciseable by NV to the extent permitted by Applicable Law, and may be exercised by PLC (which will continue to be the Executives employer) on behalf of, and at the request of NV to the extent that NV is not permitted to exercise such rights and powers under Applicable Law. |
4.4 | Subject and without prejudice to each of the Companies rights under Clause 10 of this Agreement, following his appointment as a Director of either of the Companies, the relevant Companys failure to nominate the Executive for re-election to the office of director of the relevant Company, the removal of the Executive from the office of director of the relevant Company or failure of the shareholders in general meeting to re-elect the Executive as a director of the relevant Company, unless otherwise agreed in writing by the Executive, shall be deemed notice of termination by the Company under the provisions of Clause 8. |
5 | Duties of the Executive |
5.1 | The Executive shall be employed as a member of the Unilever Leadership Executive as Chief Financial Officer and shall carry out all duties (including, if relevant, the duties of a Director from the date of appointment as such) as may reasonably be assigned to him in whatever location is reasonably required. In performing such duties, the Executive acknowledges and agrees that he shall: |
5.1.1 | devote the whole of his working time, attention and skill to his roles with the Companies; |
5.1.2 | properly perform his duties and exercise his powers; |
5.1.3 | carry out his duties honestly, faithfully, to the best of the Executives ability and at all times in compliance with the Unilever Code of Business Principles; |
5.1.4 | comply with all rules, requirements, codes and regulations imposed or recommended from time to time by any industry or regulatory body relevant to his role and to the business of the Unilever Group; |
5.1.5 | comply with all statutory, fiduciary or common law duties to the Companies and any other company in the Unilever Group of which the Executive is a director; |
5.1.6 | do such things as are necessary to ensure compliance by himself and the Companies and any company in the Unilever Group with the UK Corporate Governance Code (as amended from time to time) and the Dutch Corporate Governance Code (as amended from time to time) to the extent required by such Codes; |
5.1.7 | comply with all rules, requirements, recommendations or codes as amended, replaced or introduced from time to time including but not limited to those of the UK Listing Authority (including the Model Code), the Euronext Rule Book and Financial Supervision Act and the New York Stock Exchange Rules; |
5.1.8 | accept any offices or directorships as reasonably required by the Board; |
5.1.9 | comply with all rules, policies and regulations issued by each of the Companies whether or not contained in a company handbook including but not limited to the relevant anti-corruption/bribery and compliance policies; |
5.1.10 | comply with personal shareholding requirements and clawback and malus provisions applicable to variable remuneration as set out in the Executives reward letter from time to time; |
5.1.11 | comply with the directions of the Board; |
5.1.12 | use his best endeavours to promote the interests and reputation of each of the Companies and every company in the Unilever Group; and |
5.1.13 | not do anything that would cause him to be disqualified from acting as a director or have a negative impact on his own reputation or the reputation of either of the Companies or any company in the Unilever Group. |
5.2 | The Executive shall report administratively to the Chief Executive Officer and for all other aspects to the Board and, when requested by the Board, shall promptly provide (in writing if requested) all information, explanations and assistance relevant to any matters which have an impact on the business and affairs of the Unilever Group or any member thereof. |
5.3 | The Executives normal place of work shall be London or such other place as the Company may from time to time reasonably require. The Executive shall travel to such places as are necessary for the proper discharge of his duties. |
6 | Remuneration and Benefits |
6.1 | The remuneration of the Executive will be reviewed annually by the Companies (without any obligation to increase remuneration as a result of such review) and communicated to the Executive in writing and paid in accordance with the Unilever Groups payroll practice, as amended from time to time. |
6.2 | The Executive will not be entitled to receive any fees or other remuneration additional to the agreed remuneration by virtue of, or in respect of, any directorships that may be held from time to time of any Unilever Group company. |
6.3 | Any remuneration arising from a directorship of an organisation outside the Unilever Group shall be treated in accordance with the prevailing policy of the Unilever Group. |
6.4 | The Companies shall reimburse the Executive, against production of receipts, for all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which he may from time to time incur in the proper execution of his duties hereunder and pursuant to any relevant policy in force from time to time. |
6.5 | Details of indemnity protection available to the Executive in the course of performing his roles shall be notified to the Executive separately in writing by the Companies. |
7 | Working Hours and Holidays |
7.1 | The Executive shall work such hours as are necessary for the proper performance of his duties and devote the whole of his professional time, attention and abilities to carrying out his duties hereunder. |
7.2 | The Executive shall be entitled to thirty working days holiday in each calendar year (in addition to Public Holidays applicable in the Executives normal place of work) to be taken at times mutually agreed between the Executive and the Chief Executive Officer. |
7.3 | The Executive acknowledges and agrees with the Companies that he is a managing executive and is able to determine the duration of his working time for the purposes of the Working Time Directive and does not therefore fall subject to limits on weekly working hours under Applicable Law. |
8 | Termination |
8.1 | The Executives service pursuant to the terms of this Agreement shall continue unless and until it is terminated: |
8.1.1 | by a Company giving the Executive twelve months prior written notice; or |
8.1.2 | by the Executive giving a Company six months prior written notice; which shall automatically constitute, in the case given to NV, the same notice of termination by the Executive of his employment with PLC, and in the case given to PLC, the same notice of termination by the Executive with NV or |
8.1.3 | at any time in accordance with clauses 9 or 10. |
8.2 | The Executives role as a Director shall continue until terminated in accordance with the Articles of Association (and other constitutional documents) of the relevant Company, the provisions of Applicable Law or pursuant to the provisions of this Agreement. |
9 | Notice Payments |
9.1 | In the event of termination of the service of the Executive pursuant to this Agreement by the Company for any reason other than a reason pursuant to Clause 10, the Company may, instead of requiring the Executive to work during the period of notice, elect to make a severance payment to the Executive, in which case the Executives service pursuant to this Agreement will immediately terminate and such date shall be the date of termination for the purposes of this Agreement. If the Company so elects, the Executive shall be entitled to the payments and benefits referred to in Clauses 9.2 to 9.3. Any payment made by either Company in accordance with this Clause shall be made on behalf of both Companies and shall discharge the liability of both Companies pursuant to this Clause. |
9.2 | If the Company elects to make a severance payment pursuant to Clause 9.1 then such severance payment shall be the aggregate of: |
9.2.1 | a sum equal to the basic salary and fixed allowance payable by the Company to the Executive for the period for which this Agreement would otherwise have continued; and |
9.2.2 | subject to clause 9.4, the amount of any annual bonus award which the Compensation Committee may in its absolute discretion award, such bonus (if any) to be estimated by the Compensation Committee in its absolute discretion taking into account the Executives performance to be payable to the Executive in respect of the financial year in which the termination payment is made, pro rated to the date of termination. |
9.3 | By this means, if the Company elects to operate Clause 9.1, termination may be effected by payment of the severance payment as referred to in Clause 9.2 in lieu of notice for the full period of notice or a combination of the Executive working part of his notice period followed by such a severance payment in lieu of the remaining notice period. |
9.4 | The Compensation Committee shall have absolute discretion as to whether to grant an annual bonus, and the amount of any annual bonus award for the financial year in which his service pursuant to this Agreement ceases (whether pursuant to Clause 9.1 or at the end of the full notice period), provided always that the Executive is and continues to be in compliance with his confidentiality and other covenants set out in this Agreement. The amount of any such bonus shall be determined by the Compensation Committee taking into account time in employment and performance. |
9.5 | Upon termination of the services of the Executive provided pursuant to this Agreement, share awards shall be dealt with in accordance with the relevant plan rules, which shall include a condition of ongoing compliance with any covenants applicable to the Executive, and shall be dealt with in compliance with the remuneration policies applicable at the date of termination. |
9.6 | The Executive will if requested sign a general release of all and any claims (contractual and statutory) in a form satisfactory to the Company in exchange for any payment under this Clause 9. |
10 | Summary Termination |
10.1 | Either Company may terminate the Executives service pursuant to this Agreement forthwith, without notice or compensation, in any circumstances where the Executive: |
10.1.1 | shall become incapacitated from any cause whatsoever from performing his duties hereunder for at least twelve months; or |
10.1.2 | following appointment as a Director of either Company, shall be or become prohibited by law from being a director in either the UK or the Netherlands; or |
10.1.3 | is convicted of any criminal offence which prevents him from fulfilling his duties hereunder: or |
10.1.4 | shall fail to perform his duties competently or is guilty of any serious or persistent neglect or serious misconduct in the discharge of duties, or commits any wilful, serious or persistent breach of any codes of conduct, policies and procedures issued by the Company; or |
10.1.5 | becomes bankrupt or makes any composition or enters into any deed of arrangement with creditors. |
10.2 | Any delay by the Company in exercising the right to terminate summarily under the clauses set out above shall not constitute a waiver of that right. The Executive shall have no claim for compensation in respect of such termination. |
11 | Following Termination |
11.1 | Following the termination of employment, for whatever reason or by whatever means, the Executive shall not represent, either expressly or impliedly, to any person, firm or company that he is authorised to act on behalf of any member of the Unilever Group, nor represent himself as being connected in any way with any member of the Unilever Group. |
11.2 | Upon termination of employment, the Executive shall tender his resignation with immediate effect from any directorship that he may then be holding in any member of the Unilever Group without any right to any claim whether for compensation or otherwise. |
11.3 | In the event that the Executive fails to tender his resignation as aforesaid, and without prejudice to either Companys and/or the Unilever Groups rights and remedies under law and in equity, the Executive will automatically be deemed to have tendered such resignation with immediate effect and the Group Secretary is hereby irrevocably, and severally, authorised by the Executive, in the Executives name and on his behalf to sign documents (including but not limited to letters of resignation) for the purpose of bringing such deemed resignation into immediate effect. |
12 | Confidential Information |
12.1 | The Executive shall not (except in the proper course of his duties) at any time during the course of employment or any time thereafter, without the prior written consent of the Company or the Unilever Group, use or disclose directly or indirectly any Confidential Information to any person for any reason other than (i) for the proper conduct of the Unilever Groups business whilst in the course of providing services pursuant to this Agreement, or (ii) as required by law (provided that the Executive shall at the Companys expense resist any alleged requirement if the Company properly asks him to do so). |
12.2 | All Confidential Information that the Executive has received or made (alone or with others) during his employment with, or the provision of services to, the Company or any other member of the Unilever Group is the property of the Company or the Unilever Group and the Executive shall promptly, whenever requested by the Company and in any event upon the termination of his employment for whatever reason, return such Confidential Information to the Company and the Executive shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company. |
12.3 | The Executive shall not during the continuance of this Agreement or for 12 months after the Termination Date without the Companys prior written consent, publish or cause to be published any opinion, fact or material relating to or connected with the business of the Company or any member of the Unilever Group or its or their suppliers, customers or partners (whether confidential or not) without first obtaining the consent of the Board. This restriction shall not apply where the information has already come into the public domain other than through unauthorised disclosure by the Executive. |
13 | Executives Covenants |
13.1 | The Executive shall not, without the prior written consent of one of the Companies, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of the provision of services pursuant to this Agreement. However nothing herein shall prevent the Executive from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group. |
13.2 | The Executive will obtain Confidential Information and personal knowledge of and influence over customers, suppliers and employees of the Unilever Group during the course of his service under this Agreement up to the Termination Date (or, if any part of the notice period is served as Garden Leave pursuant to Clause 16, the date on which the Garden Leave period began) (such date being the Relevant Date ). To protect these and other legitimate interests of the Company, the Executive agrees with the Companies that he will be bound by the following covenants, save where the Companies give their specific consent, for the period of 12 months (less any part of the notice period served as Garden Leave pursuant to Clause 16) following the Termination Date: |
13.2.1 | he will not be employed in, or carry on for his own account or for any other person, whether directly or indirectly, (or be a director of any company engaged in) any business which is or is about to be in competition with any business of any company in the Unilever Group being carried on by such company at the Relevant Date, provided he was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; |
13.2.2 | he will not (either on his own behalf or for or with any other person), whether directly or indirectly, canvass or solicit in competition with any company in the Unilever Group the custom of any person who at any time during the 12 months prior to the Relevant Date was a customer of, or in the habit of dealing with, the Unilever Group and in respect of whom the Executive had access to Confidential Information or with whose custom or business the Executive was personally concerned or employees reporting directly to him were personally concerned; |
13.2.3 | he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) deal with or otherwise accept in competition with any company in the Unilever Group the custom of any person who was at any time during the 12 months prior to the Relevant Date a customer of, or in the habit of dealing with, the Unilever Group and in respect of whom the Executive had access to Confidential Information or with whose custom or business the Executive, or an employee reporting directly to the Executive, was personally concerned; |
13.2.4 | he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) entice or try to entice away from any company in the Unilever Group any person who was at the Termination Date and who had been at any time during the 12 months prior to the Relevant Date an employee or director of any company in the Unilever Group and with whom he had worked closely at any time during that period. |
13.3 | Each of the paragraphs contained in clause 13.2 constitutes an entirely separate and independent covenant. If any covenant is found to be invalid this will not affect the validity or enforceability of any of the other covenants. |
13.4 | Following the Termination Date, the Executive will not represent himself as being in any way connected with the businesses of the Company or of any other company in the Unilever Group (except to the extent agreed by such company). |
13.5 | Any benefit given or deemed to be given by the Executive to any Group Company under the terms of clause 13.2 is received and held on trust by the Companies for all companies in the Unilever Group. |
14 | Intellectual Property |
14.1 | The Executive shall notify the Company of the existence of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of his service pursuant to this Agreement with the Company and, at the Companys request, shall provide full written details thereof. The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in either NV or PLC absolutely. To the extent that they do not vest automatically, the Executive holds them on trust for either NV or PLC and shall, at the request and expense of the Company, (during the course of his employment or thereafter) assign them to the either NV or PLC or their nominee. The Executive agrees promptly to execute all documents and do all acts as may, in the opinion of either NV or PLC, be necessary or desirable to give effect to this clause 14.1 and/or to effect all relevant registration(s) and protections. |
14.2 | The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works. |
14.3 | The Executive hereby irrevocably appoints each of NV and PLC to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause. |
15 | Disciplinary and Grievance Procedures |
15.1 | Other than as set out in this Agreement, there are no express disciplinary rules in force in relation to the Executive who is expected at all times to conduct himself in a manner consistent with his senior status. There is no formal grievance procedure but in the event of any grievance, the Executive may raise the matter with the Chairman or the Board, as may be appropriate. |
16 | Garden Leave |
16.1 | At any time after notice is given under clause 8, or if the Executive resigns without giving due notice and the Company does not accept his resignation, the Company shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide any work for the Executive, and the Company may at any time or from time to time during any period of notice (whether given by the Company or the Executive) require that the Executive does not: |
16.1.1 | attend at any premises of the Company; |
16.1.2 | retain or seek to obtain any access to electronic systems or devices owned or operated by the Company or a company in the Unilever Group; |
16.1.3 | contact or have any communication with any customer or client of the Company or any other company in the Unilever Group in relation to the business of the Company or the Unilever Group; |
16.1.4 | contact or have any communication with any employee, officer, director, agent or consultant of the Company or any company in the Unilever Group in relation to the business of the Company or any other Group Company; |
16.1.5 | remain or become involved in any aspect of the business of the Company or the Unilever Group except as required by the Company; or |
16.1.6 | be employed in, carry on for his own account or for any other person, (or be a director of any company engaged in) or take any affirmative steps to establish, develop or assist any business which provides, offers or engages in or is about to or intending to provide, offer or engage in any business in competition with the business of the Company or any company in the Unilever Group. |
16.2 | Salary and fixed allowance will not cease to be payable by reason of such requirement and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and the Unilever Group and not do anything that is harmful to the Company or the Unilever Group. |
17 | Suspension |
17.1 | In circumstances where the Company believes there is a reasonable suspicion of breach of this Agreement, in order that the circumstances giving rise to that belief may be investigated, the Company may suspend the Executive from the performance of his duties. Salary and fixed allowance will not cease to be payable by reason of such suspension and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and not do anything that is harmful to the Company or the Unilever Group. |
18 | Miscellaneous |
18.1 | If the Executive is at any time granted options or rights pursuant to any share option or share incentive scheme of the Company or any other member of the Unilever Group, those options or rights shall be subject to the rules of that scheme as in force from time to time which rules shall not form part of the Executives service contract. In particular, if the Executives employment should terminate for any reason (including as a result of a repudiatory breach of contract by the Company) his rights will be governed entirely by the terms of that scheme and he will not be entitled to any further or other compensation for any loss of any right or benefit or prospective right or benefit under any such scheme which he may have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. |
18.2 |
The Executive consents to each Company and any member of the Unilever Group holding and processing both electronically and manually the data it collects which relates to the Executive for the purposes of the administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations. The |
Executive also consents to the transfer of such personal information to other offices the Company may have or to any member of the Unilever Group or to other third parties whether or not outside the European Economic Area for administration purposes in connection with the Executives employment where it is necessary or desirable for the Company to do so. |
18.3 | If any clause, or identifiable part of any clause, of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, then this shall not affect the validity or enforceability of the remaining clauses or identifiable parts of such. |
18.4 | No modification, variation or amendment to this Agreement shall be effective unless it is in writing and has been signed by, or on behalf of, the parties. |
19 | Entire Agreement |
This Agreement is supplemental to the letter dated [ ] 2015 setting out the Executives reward package but otherwise it supersedes and replaces all agreements or arrangements whether written, oral or implied between the Companies or any member of the Unilever Group and the Executive relating to the service and employment of the Executive or the termination of that service or employment and the Executive acknowledges and warrants that he is not entering into this Agreement in reliance on any representation not expressly set out herein and shall have no remedy in relation to any such representation.
20 | Notices |
20.1 | Any notice, or other communication which is required to be served by the Company under these terms and conditions, shall be signed by the Group Secretary if the Executive is a director of the Company, and addressed to the Executive at the appropriate business address. |
20.2 | Any notice or other communication which is required to be served by the Executive on either Company, will require the signature of the Executive and be addressed to the Group Secretary at his office address. |
21 | Governing Law |
All communications, agreements and contracts pertaining to the Executives employment with the Company (including, without limitation, this Agreement) will be governed by and construed in accordance with the laws of England and Wales and each of the parties hereby irrevocably agrees for the exclusive benefit of the Companies and the Unilever Group that the Courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with those documents, this Agreement or the Executives service or employment with the Companies.
EXECUTED as a DEED on behalf of |
/s/ PAUL POLMAN |
|||
UNILEVER NV | Director | |||
/s/ TONIA LOVELL |
||||
Company Secretary/Director | ||||
EXECUTED as a DEED on behalf of |
/s/ GRAEME PITKETHLY |
|||
UNILEVER PLC | Director | |||
/s/ TONIA LOVELL |
||||
Company Secretary/Director |
EXECUTED as a DEED by GRAEME PITKETHLY in the presence of: |
|
/s/ GRAEME PITKETHLY |
Witnesss signature |
/s/ ANDREW FORSYTHE |
|
Witnesss Name |
ANDREW FORSYTHE |
|
Witnesss Address |
||
|
||
|
||
Witnesss Occupation |
HR PROFESSIONAL |
Exhibit 4.3
Unilever PLC Unilever House Blackfriars London EC4P 4BQ
T: +44 (0)20 7822 5252 |
||||||
STRICTLY PERSONAL AND CONFIDENTIAL |
F: +44 (0)20 7822 5951 www.unilever.com |
Mr Graeme Pitkethly
17 March 2017
Dear Graeme,
Your reward package in respect of 2017
Further to our recent discussions, this letter outlines how Unilevers new Reward Framework will apply to you and confirms your reward package for 2017, as approved by the Compensation Committee (the Committee). Any defined terms used will have the meaning set out in your service agreement with Unilever (your Service Agreement), if they are not otherwise defined in this letter.
Reward framework
As you know, Unilever is updating its reward framework in line with the new Remuneration Policy to be presented to shareholders at the AGMs this year. The key features of this for you in 2017 include:
| A four year performance period on the Management Co-Investment Plan (MCIP), which will be operated under the new Unilever Share Plan 2017 making it a five-year plan in total when combined with the year in which bonus is earned; |
| Increased shareholding requirements; and |
| The Global Share Incentive Plan (GSIP) will be retained, but with a two-year post-vesting holding period. |
We plan to make further changes in 2018 to further align Executive Director pay with the approach we are applying to our Top 500 senior managers on which we will consult with investors. We will keep you posted on any relevant developments.
Your reward package
Accordingly, your reward package for 2017 will be as set out below. These reward elements are subject to and conditional on the terms and conditions of your Service Agreement with Unilever and the rules of the various plans as amended from time to time.
Base Salary
Your annual base salary has been reviewed and will be increased by 5% to £656,250 from 1 May 2017.
Page 1 of 8
Fixed Allowance
Your annual fixed allowance has remained unchanged at £200,000 and will continue to be paid to you in lieu of car allowance, partner travel, entertainment allowance and company pension contribution.
2016 Annual Bonus
Your gross annual bonus award in respect of 2016 is £ 756,250.
This represents 121% of your current salary, i.e. 100% of salary (target bonus) x 110% (Unilevers 2016 performance ratio) x 110% (personal performance differentiation factor).
The cash portion of your annual bonus will be payable in the March 2017 payroll.
2017 Annual Bonus
Your target bonus for 2017 will continue to be 100% of base salary and your maximum bonus continues to be 150% of your base salary.
The performance measures for 2017 for the annual bonus plan are as follows (details of the performance targets for the annual bonus plan as approved by the Committee will be communicated to you separately):
Performance measure |
Weighting | |||
Underlying Sales Growth (constant rates) |
1/3 | |||
Free Cash Flow (constant rates) |
1/3 | |||
Core Operating Margin (vs PY) (current rates) |
1/3 |
The Committee will assess Unilevers 2017 business performance not only against the performance targets but also relative to the overall quality and competitiveness of our performance delivery. Your personal bonus will then be based both on the Committees assessment of overall business performance and your personal achievement against your stretching, ambitious and output-oriented 3+1 goals.
Long-term incentives
For Executive Directors, our long term incentive program consists of two vehicles:
| The MCIP, and |
| The GSIP. |
2017 MCIP
For Executive Directors, we intend to operate the MCIP under the rules of the new Unilever Share Plan 2017 going forward.
Under this plan, 25% of your gross annual bonus will be invested in Unilever shares (Investment Shares), although you may elect to invest up to 60% of your gross earned bonus.
Page 2 of 8
These Investment Shares must be retained for the following four years to be eligible for a matching award of Unilever shares (Matching Shares) under the MCIP, in the range of zero to 150% based on Unilevers performance over that period.
The sequence of annual bonus, investment in Investment Shares and then four-year MCIP potentially culminating in the award of Matching Shares thus creates a long-term performance horizon over five years.
The performance measures for 2017 MCIP awards for members of the Unilever Leadership Executive (ULE) are as follows:
Performance measure |
Weighting | |||
Underlying Sales Growth (CAGR, constant rates) |
25 | % | ||
Core EPS growth (CAGR, current rates) |
25 | % | ||
Return on Invested Capital (exit year %) |
25 | % | ||
Sustainability Progress Index |
25 | % |
Details of the performance targets for the 2017 MCIP awards as approved by the Committee will be communicated to you separately. The multiple ranges from 0% for performance below or at threshold through 100% for performance at target to 150% at maximum (with straight-line vesting between threshold and maximum). The value of this MCIP award may be further enhanced by earning dividends / dividend equivalents during the vesting period.
2017 GSIP
On 14 February 2017 you have been made a conditional award of shares under GSIP worth £ 937,500 (150% of your current base salary). This award will vest between 0% and 200% three years from the award date based on company performance. The value of this GSIP award may be further enhanced by earning dividends / dividend equivalents during the vesting period.
The performance measures for 2017 GSIP awards for the ULE are as follows:
Performance measure |
Weighting | |||
Underlying Sales Growth (CAGR) |
25 | % | ||
Core Operating Margin (vs PY) (COM) |
25 | % | ||
Cumulative Operating Cash Flow |
25 | % | ||
Relative Total Shareholder Return |
25 | % |
The minimum of the performance range for USG and COM must be reached before any shares subject to either metric can vest.
Details of the performance targets for your 2017 GSIP award as approved by the Committee will be communicated to you separately. For the three business-focussed performance measures, 25% of awards vest for threshold performance and 200% for maximum performance (with straight-line vesting between threshold and maximum). The TSR measure is measured against the TSR comparator group, comprising 18 other companies (19 including Unilever); 50% vests if Unilever is ranked 10 th , 100% vests if Unilever is ranked 7 th and 200% of the GSIP award vests if Unilever is ranked 3 rd or above.
Page 3 of 8
With effect from the 2017 GSIP award a two-year holding period will apply following the three-year vesting period. Shares may be sold however to satisfy tax and other relevant liabilities as a result of the award vesting.
Other benefit entitlements
Unilever will continue to provide you with:
| medical cover for you and your family via Unilever BUPA International medical arrangement; |
| life insurance at £1,968,750 (we will provide cover at three times your current base salary) and |
| actual and reasonable costs of tax return preparation via Unilevers designated tax advisor, |
on the same basis as currently.
Malus and clawback
Going forward, all performance-related remuneration awarded to you, including but not limited to your annual bonuses and awards granted under the MCIP, GSIP and the new MCIP under the Unilever Share Plan 2017, will be subject to malus and clawback as set out below (and, of course, subject to the relevant plan rules from time to time).
1. | Malus |
If the Committee considers that there is:
| a significant downward restatement of the financial results of Unilever; |
| reasonable evidence of gross misconduct or gross negligence by you; |
| reasonable evidence of material breach by you of Unilevers Code of Business Principles or Code Policies; |
| breach of restrictive covenants by which the individual has agreed to be bound; and/or |
| reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever, |
the Committee may, in its discretion, at any time prior to your performance-related remuneration vesting or being paid, decide that some or all of your performance-related remuneration (which is subject to this malus and clawback provision) will be reduced, lapse, will not vest or will only vest in part.
2. | Clawback |
If the Committee considers there is a significant downward restatement of the financial results of Unilever, it may in its discretion, within two years of your performance-related remuneration being paid or vesting:
| require you to repay to Unilever (or as Unilever directs) an amount equal to the after-tax value of some or all of any cash bonus you were paid (as determined by the Commitee); and/or |
Page 4 of 8
| require you to transfer to Unilever (or as Unilever directs) for nil consideration, some or all of the after-tax number of Unilever shares which have previously vested, or pay to Unilever (or as Unilever directs) an amount equal to the value of those shares (as determined by the Committee); and/or |
| require Unilever to withhold from, or offset against, any other remuneration to which you may be or become entitled in connection with your employment with Unilever such an amount as the Committee considers appropriate. |
Where you are notified that you must transfer shares or pay an amount in accordance with this clawback provision, any such shares or cash must be transferred or paid (in the manner directed by Unilever) within 30 days of the notification.
To avoid doubt, in exercising its powers under these malus and clawback provisions, the Committee, in its discretion, may apply different treatments to: (i) different employees and/or (ii) different remuneration, and may apply such different treatment in combination.
Personal shareholding requirement
As previously communicated, in your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with the Personal Shareholding Requirement Standard detailed in the Schedule to this letter.
I am pleased to note that for present purposes, with reference to your base salary, you currently satisfy this requirement. By 1 October 2021 you are required to raise your personal shareholding in Unilever to at least four times your base salary at the date of measurement, in line with the new Remuneration Policy.
As an Executive Director, you are also required to hold shares to the value of 100% of your minimum shareholding requirement for 12 months after cessation of your employment with Unilever, and 50% of these shares for 24 months after cessation of your employment with Unilever.
Next steps
I trust you find this all in order, but if you have any questions about the above or the new Reward Framework/Remuneration Policy generally, please address them to Peter Newhouse, EVP Global Head of Reward ( peter.newhouse@unilever.com /+44 7585 984 745).
So that we can proceed with these arrangements, please then sign and return the enclosed duplicate of this letter to Peter Newhouse on or before 17 March 2017 to acknowledge and accept its terms and conditions, operation of clawback and malus, and consent to any repayments, withholdings or deductions made in accordance with it (otherwise such acceptance will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis). Save as set out above, the terms and conditions of your employment otherwise remain unchanged.
Warm regards
/s/ PAUL POLMAN |
Paul Polman |
Page 5 of 8
Signed to confirm that I acknowledge and accept the terms and conditions of this letter.
/s/ G PITKETHLY |
19/05/17 |
|
Graeme Pitkethly | Date |
Page 6 of 8
SCHEDULE: PERSONAL SHAREHOLDING REQUIREMENT STANDARD
(applicable to Executive Directors )
Purpose
In Unilevers Reward Framework longer-term personal commitment through share ownership drives reward. As part of Unilevers incentive arrangements it is therefore a requirement that Executive Directors and our senior managers build up a personal shareholding in Unilever. The following shareholding principles have been agreed by the Compensation Committee (the Committee), and the requirements set out in paragraph 2 below apply with effect from 1 May 2017.
The Committee may amend this Standard, or any aspect of it, from time to time. If you have any questions, either about these principles generally or how they apply to you, please contact Peter Newhouse, EVP Global Head of Reward (peter.newhouse@unilever.com / +447585984745).
1. | Does the Standard apply to me? The personal shareholding requirement applies to: |
| Executive Directors and members of the Unilever Leadership Executive; |
| Worklevels 5; |
| Worklevels 4 with effect from 1 July 2017. |
The required level of personal shareholding must be achieved by the 5 th anniversary of the date of your appointment to a role to which a personal shareholding requirement applies.
2. | What is my personal shareholding level? The Committee assesses the level of personal shareholding required, and you will be notified of the requirement that applies to you from time to time. Currently the levels are as follows: |
Executive level |
Shareholding requirement (share value as multiple of base salary |
|
CEO |
500% of base salary | |
CFO |
400% of base salary |
3. | Are there any circumstances in which the time limits for achieving the requirement may be extended? Yes. if you are promoted into a higher shareholding requirement band, or if your base salary increases significantly in a single year (i.e. by 20%+) you will be given an additional two years to meet your new higher shareholding requirement |
4. | How will my shares be valued? Unilever will value your shares based on the higher of the share price on the acquisition date or the measurement date. The share price on the relevant measurement date will be based on the average closing share prices and FX rates from the 60 calendar days beforehand. This should protect you against any sudden steep drop in share prices. |
5. | Which of my shares count? Qualifying shares are as follows: |
| Shares in either Unilever PLC or Unilever NV, or a combination of these, will qualify, provided they are personally owned by the relevant director or by a member of his/her (immediate) family, or by certain corporate bodies, trusts or partnerships as required by law from time to time. |
| Shares purchased under the MCIP from the annual bonus will qualify as from the moment of purchase. |
| Shares awarded on a conditional basis (whether by way of the GSIP or the MCIP) will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the relevant vesting period has elapsed). |
| Shares or entitlements to shares that are subject only to an individual remaining in employment will qualify on a net of tax basis. |
Page 7 of 8
Share options will not qualify until the shares in question have actually been acquired (and retained) following the exercise of the option.
6. | Maintenance of personal shareholding. Once the required level of personal shareholding has been achieved, the shareholding must be maintained - and increased as necessary, e.g. if base salary levels increase, you are promoted, or shares are clawed back (although see paragraph 3 above for detail around when extra time may be awarded in these circumstances). |
You are also required to maintain your personal shareholding for a period after your employment with Unilever ends. Required levels are as follows:
| executive directors must maintain at least 100% of their minimum shareholding requirement for 12 months after their employment with Unilever ends, and 50% for 24 months after their employment with Unilever ends; and |
| other ULE members and worklevels 5 and 4 must maintain at least 50% of their minimum shareholding requirement for 12 months after their employment with Unilever ends, and 25% for 24 months after their employment with Unilever ends. |
7. | What happens if I fail to attain my personal shareholding requirement? If you fail to achieve 100% of your shareholding requirement by the relevant time, you may not be permitted to sell any Unilever shares until the required level of shareholding has been obtained. Similarly, if you breach post-employment shareholding requirements after leaving Unilever you risk being deemed a bad leaver (or equivalent) for the purposes of the relevant incentive plans. |
8. | Monitoring of personal shareholding requirement Global Reward wil monitor your level of personal shareholding and will confirm whether you satisfy your personal shareholding requirement in the first quarter each year. |
Page 8 of 8
Unilever PLC Unilever House Blackfriars London EC4P 4BQ
T: +44 (0)20 7822 5252 |
||||||
STRICTLY PERSONAL AND CONFIDENTIAL |
F: +44 (0)20 7822 5951 www.unilever.com |
Mr Paul Polman
17 March 2017
Dear Paul,
Your reward package in respect of 2017
Further to our recent discussions, this letter outlines how Unilevers new Reward Framework will apply to you and confirms your reward package for 2017, as approved by the Compensation Committee (the Committee). Any defined terms used will have the meaning set out in your service agreement with Unilever (your Service Agreement), if they are not otherwise defined in this letter.
Reward framework
As you know, Unilever is updating its reward framework in line with the new Remuneration Policy to be presented to shareholders at the AGMs this year. The key features of this for you in 2017 include:
| A four year performance period on the Management Co-Investment Plan (MCIP), which will be operated under the new Unilever Share Plan 2017 making it a five-year plan in total when combined with the year in which bonus is earned; |
| Increased shareholding requirements; and |
| The Global Share Incentive Plan (GSIP) will be retained, but with a two-year post-vesting holding period. |
We plan to make further changes in 2018 to further align Executive Director pay with the approach we are applying to our Top 500 senior managers on which we will consult with investors. We will keep you posted on any relevant developments.
Your reward package
Accordingly, your reward package for 2017 will be as set out below. These reward elements are subject to and conditional on the terms and conditions of your Service Agreement with Unilever and the rules of the various plans as amended from time to time.
Base Salary
Your annual base salary has been reviewed and will remained unchanged at £1,010,000.
Page 1 of 8
Fixed Allowance
Your annual fixed allowance has remained unchanged at £250,000 and will continue to be paid to you in lieu of car allowance, partner travel, entertainment allowance and company pension contribution.
2016 Annual Bonus
Your gross annual bonus award in respect of 2016 is £ 1,866,480.
This represents 185% of your current salary, i.e. 120% of salary (target bonus) x 110% (Unilevers 2016 performance ratio) x 140% (personal performance differentiation factor).
The cash portion of your annual bonus will be payable in the March 2017 payroll.
2017 Annual Bonus
Your target bonus for 2017 will continue to be 120% of base salary and your maximum bonus continues to be 200% of your base salary.
The performance measures for 2017 for the annual bonus plan are as follows (details of the performance targets for the annual bonus plan as approved by the Committee will be communicated to you separately):
Performance measure |
Weighting | |||
Underlying Sales Growth (constant rates) |
1/3 | |||
Free Cash Flow (constant rates) |
1/3 | |||
Core Operating Margin (vs PY) (current rates) |
1/3 |
The Committee will assess Unilevers 2017 business performance not only against the performance targets but also relative to the overall quality and competitiveness of our performance delivery. Your personal bonus will then be based both on the Committees assessment of overall business performance and your personal achievement against your stretching, ambitious and output-oriented 3+1 goals.
Long-term incentives
For Executive Directors, our long term incentive program consists of two vehicles:
| The MCIP, and |
| The GSIP. |
2017 MCIP
For Executive Directors, we intend to operate the MCIP under the rules of the new Unilever Share Plan 2017 going forward.
Page 2 of 8
Under this plan, 25% of your gross annual bonus will be invested in Unilever shares (Investment Shares), although you may elect to invest up to 60% of your gross earned bonus.
These Investment Shares must be retained for the following four years to be eligible for a matching award of Unilever shares (Matching Shares) under the MCIP, in the range of zero to 150% based on Unilevers performance over that period.
The sequence of annual bonus, investment in Investment Shares and then four-year MCIP potentially culminating in the award of Matching Shares thus creates a long-term performance horizon over five years.
The performance measures for 2017 MCIP awards for members of the Unilever Leadership Executive (ULE) are as follows:
Performance measure |
Weighting | |||
Underlying Sales Growth (CAGR, constant rates) |
25 | % | ||
Core EPS growth (CAGR, current rates) |
25 | % | ||
Return on Invested Capital (exit year %) |
25 | % | ||
Sustainability Progress Index |
25 | % |
Details of the performance targets for the 2017 MCIP awards as approved by the Committee will be communicated to you separately. The multiple ranges from 0% for performance below or at threshold through 100% for performance at target to 150% at maximum (with straight-line vesting between threshold and maximum). The value of this MCIP award may be further enhanced by earning dividends / dividend equivalents during the vesting period.
2017 GSIP
On 14 February 2017 you have been made a conditional award of shares under GSIP worth £ 2,020,000 (200% of your current base salary). This award will vest between 0% and 200% three years from the award date based on company performance. The value of this GSIP award may be further enhanced by earning dividends / dividend equivalents during the vesting period.
The performance measures for 2017 GSIP awards for the ULE are as follows:
Performance measure |
Weighting | |||
Underlying Sales Growth (CAGR) |
25 | % | ||
Core Operating Margin (vs PY) (COM) |
25 | % | ||
Cumulative Operating Cash Flow |
25 | % | ||
Relative Total Shareholder Return |
25 | % |
The minimum of the performance range for USG and COM must be reached before any shares subject to either metric can vest.
Details of the performance targets for your 2017 GSIP award as approved by the Committee will be communicated to you separately. For the three business-focussed performance measures, 25% of awards vest for threshold performance and 200% for maximum performance
Page 3 of 8
(with straight-line vesting between threshold and maximum). The TSR measure is measured against the TSR comparator group, comprising 18 other companies (19 including Unilever); 50% vests if Unilever is ranked 10 th , 100% vests if Unilever is ranked 7 th and 200% of the GSIP award vests if Unilever is ranked 3 rd or above.
With effect from the 2017 GSIP award a two-year holding period will apply following the three-year vesting period. Shares may be sold however to satisfy tax and other relevant liabilities as a result of the award vesting.
Other benefit entitlements
Unilever will continue to provide you with:
| payment of your social security obligations in your country of residence (Switzerland) to protect you against the difference between Swiss employee social security obligations versus the UK |
| Pension the company will continue to accrue on your behalf the supplemental pension provision of 12% salary up to a cap of £976,025 along with the corresponding maximum annual contribution of £117,123, with investment returns replicating those of the International Pension Plan. |
| medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan |
| life insurance at £3,030,000 (we will provide cover at three times your current base salary) and |
| actual and reasonable costs of tax return preparation via Unilevers designated tax advisor, |
on the same basis as currently.
Malus and clawback
Going forward, all performance-related remuneration awarded to you, including but not limited to your annual bonuses and awards granted under the MCIP, GSIP and the new MCIP under the Unilever Share Plan 2017, will be subject to malus and clawback as set out below (and, of course, subject to the relevant plan rules from time to time).
1. | Malus |
If the Committee considers that there is:
| a significant downward restatement of the financial results of Unilever; |
| reasonable evidence of gross misconduct or gross negligence by you; |
| reasonable evidence of material breach by you of Unilevers Code of Business Principles or Code Policies; |
| breach of restrictive covenants by which the individual has agreed to be bound; and/or |
| reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever, |
Page 4 of 8
the Committee may, in its discretion, at any time prior to your performance-related remuneration vesting or being paid, decide that some or all of your performance-related remuneration (which is subject to this malus and clawback provision) will be reduced, lapse, will not vest or will only vest in part.
2. | Clawback |
If the Committee considers there is a significant downward restatement of the financial results of Unilever, it may in its discretion, within two years of your performance-related remuneration being paid or vesting:
| require you to repay to Unilever (or as Unilever directs) an amount equal to the after-tax value of some or all of any cash bonus you were paid (as determined by the Commitee); and/or |
| require you to transfer to Unilever (or as Unilever directs) for nil consideration, some or all of the after-tax number of Unilever shares which have previously vested, or pay to Unilever (or as Unilever directs) an amount equal to the value of those shares (as determined by the Committee); and/or |
| require Unilever to withhold from, or offset against, any other remuneration to which you may be or become entitled in connection with your employment with Unilever such an amount as the Committee considers appropriate. |
Where you are notified that you must transfer shares or pay an amount in accordance with this clawback provision, any such shares or cash must be transferred or paid (in the manner directed by Unilever) within 30 days of the notification.
To avoid doubt, in exercising its powers under these malus and clawback provisions, the Committee, in its discretion, may apply different treatments to: (i) different employees and/or (ii) different remuneration, and may apply such different treatment in combination.
Personal shareholding requirement
As previously communicated, in your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with the Personal Shareholding Requirement Standard detailed in the Schedule to this letter.
By 1 May 2019 you are required to maintain your personal shareholding in Unilever to at least five times your base salary at the date of measurement, in line with the new Remuneration Policy. I am pleased to note that for present purposes, with reference to your base salary, you currently satisfy this requirement.
As an Executive Director, you are also required to hold shares to the value of 100% of your minimum shareholding requirement for 12 months after cessation of your employment with Unilever, and 50% of these shares for 24 months after cessation of your employment with Unilever.
Next steps
I trust you find this all in order, but if you have any questions about the above or the new Reward Framework/Remuneration Policy generally, please address them to Peter Newhouse, EVP Global Head of Reward ( peter.newhouse@unilever.com /+44 7585 984 745).
Page 5 of 8
So that we can proceed with these arrangements, please then sign and return the enclosed duplicate of this letter to Peter Newhouse on or before 17 March 2017 to acknowledge and accept its terms and conditions, operation of clawback and malus, and consent to any repayments, withholdings or deductions made in accordance with it (otherwise such acceptance will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis). Save as set out above, the terms and conditions of your employment otherwise remain unchanged.
With kind regards
/s/ MARIJN DEKKERS |
Marijn Dekkers |
Chairman
Signed to confirm that I acknowledge and accept the terms and conditions of this letter.
/s/ PAUL POLMAN |
27 MARCH 2017 |
|
Paul Polman | Date |
Page 6 of 8
SCHEDULE: PERSONAL SHAREHOLDING REQUIREMENT STANDARD
(applicable to Executive Directors )
Purpose
In Unilevers Reward Framework longer-term personal commitment through share ownership drives reward. As part of Unilevers incentive arrangements it is therefore a requirement that Executive Directors and our senior managers build up a personal shareholding in Unilever. The following shareholding principles have been agreed by the Compensation Committee (the Committee), and the requirements set out in paragraph 2 below apply with effect from 1 May 2017.
The Committee may amend this Standard, or any aspect of it, from time to time. If you have any questions, either about these principles generally or how they apply to you, please contact Peter Newhouse, EVP Global Head of Reward (peter.newhouse@unilever.com / +447585984745).
1. | Does the Standard apply to me? The personal shareholding requirement applies to: |
| Executive Directors and members of the Unilever Leadership Executive; |
| Worklevels 5; |
| Worklevels 4 with effect from 1 July 2017. |
The required level of personal shareholding must be achieved by the 5 th anniversary of the date of your appointment to a role to which a personal shareholding requirement applies.
2. | What is my personal shareholding level? The Committee assesses the level of personal shareholding required, and you will be notified of the requirement that applies to you from time to time. Currently the levels are as follows: |
Executive level |
Shareholding requirement (share value as multiple of base salary |
|
CEO |
500% of base salary | |
CFO |
400% of base salary |
3. | Are there any circumstances in which the time limits for achieving the requirement may be extended? Yes. if you are promoted into a higher shareholding requirement band, or if your base salary increases significantly in a single year (i.e. by 20%+) you will be given an additional two years to meet your new higher shareholding requirement |
4. | How will my shares be valued? Unilever will value your shares based on the higher of the share price on the acquisition date or the measurement date. The share price on the relevant measurement date will be based on the average closing share prices and FX rates from the 60 calendar days beforehand. This should protect you against any sudden steep drop in share prices. |
5. | Which of my shares count? Qualifying shares are as follows: |
| Shares in either Unilever PLC or Unilever NV, or a combination of these, will qualify, provided they are personally owned by the relevant director or by a member of his/her (immediate) family, or by certain corporate bodies, trusts or partnerships as required by law from time to time. |
| Shares purchased under the MCIP from the annual bonus will qualify as from the moment of purchase. |
| Shares awarded on a conditional basis (whether by way of the GSIP or the MCIP) will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the relevant vesting period has elapsed). |
| Shares or entitlements to shares that are subject only to an individual remaining in employment will qualify on a net of tax basis. |
Page 7 of 8
Share options will not qualify until the shares in question have actually been acquired (and retained) following the exercise of the option.
6. | Maintenance of personal shareholding. Once the required level of personal shareholding has been achieved, the shareholding must be maintained - and increased as necessary, e.g. if base salary levels increase, you are promoted, or shares are clawed back (although see paragraph 3 above for detail around when extra time may be awarded in these circumstances). |
You are also required to maintain your personal shareholding for a period after your employment with Unilever ends. Required levels are as follows:
| executive directors must maintain at least 100% of their minimum shareholding requirement for 12 months after their employment with Unilever ends, and 50% for 24 months after their employment with Unilever ends; and |
| other ULE members and worklevels 5 and 4 must maintain at least 50% of their minimum shareholding requirement for 12 months after their employment with Unilever ends, and 25% for 24 months after their employment with Unilever ends. |
7. | What happens if I fail to attain my personal shareholding requirement? If you fail to achieve 100% of your shareholding requirement by the relevant time, you may not be permitted to sell any Unilever shares until the required level of shareholding has been obtained. Similarly, if you breach post-employment shareholding requirements after leaving Unilever you risk being deemed a bad leaver (or equivalent) for the purposes of the relevant incentive plans. |
8. | Monitoring of personal shareholding requirement Global Reward wil monitor your level of personal shareholding and will confirm whether you satisfy your personal shareholding requirement in the first quarter each year. |
Page 8 of 8
Unilever PLC Unilever House Blackfriars London EC4P 4BQ
T: +44 (0)20 7822 5252 |
||||||
STRICTLY PERSONAL AND CONFIDENTIAL |
F: +44 (0)20 7822 5951 www.unilever.com |
Mr Graeme Pitkethly
20 July 2017
Dear Graeme,
Your reward package in respect of 2017 alignment of performance measures for incentives with Unilevers plans for accelerated sustainable shareholder value creation
Reference is made to your reward letter dated 17 March 2017.
Subsequent to Unilevers stepped up plans for shareholder value creation and the change to the non-GAAP measures from Core Operating Margin (COM) to Underlying Operating Margin (UOM) and from Core Earnings per Share to Underlying Earnings per Share (UEPS) announced on 6 April 2017, the Compensation Committee (the Committee) has decided to align the performance measures and ranges for Unilevers incentive plans.
EPS and Operating Margin measures within the annual bonus and long term incentives will be aligned with the new strategic imperatives. These measures will therefore be assessed on an underlying basis (i.e. UEPS and UOM) within the relevant periods for 2015, 2016, and 2017 GSIP and MCIP awards. This fully aligns incentive plan participants immediately with the new strategy for value creation. These changes are summarized below:
1. | For Annual Bonus (2017) : COM will be amended to UOM to fully align with the way we measure in-year business performance. |
2. | For 2017-2019 Global Share Incentive Plan (GSIP) : align COM to UOM. |
3. | For 2017-2020 Management Co-Investment Plan (MCIP) : align Core EPS growth to UEPS growth with a threshold raised from 5% to 7% compound annual growth rate (CAGR) (for zero vesting) with a higher maximum: raised from 10% to 13% CAGR (for 200% vesting). Note that for Executive Directors the vesting is capped at 150%. |
4. | For inflight (legacy) 2015-2017 & 2016-2018 GSIP/MCIP awards : to reflect the implications of the alignment to the Non-GAAP margin measure from COM to UOM: |
a. | retain the 2015-16 reported measure as COM and align the 2017-18 measure to UOM to align with the way we report externally |
b. | Change the COM Improvement terminology for these awards to Margin Improvement to reflect the combination of COM and UOM being used |
c. | Adjust the Margin Improvement range of 2015-17 and 2016-18 GSIP/MCIP awards from +20bps to +80bps (GSIP/MCIP 2015-2017) and from +30bps to 110bps (GSIP/MCIP 2016-2018) to reflect the change for 2017 and 2018 to UOM. |
Details of the performance targets as approved by the Committee will be provided to you separately.
Page 1 of 2
I trust you find this all in order, but if you have any questions about the above, please address them to Peter Newhouse, EVP Global Head of Reward ( peter.newhouse@unilever.com /+44 7585 984 745).
With kind regards
/s/ PAUL POLMAN |
Paul Polman |
Chief Executive Officer
Signed to confirm that I acknowledge and accept the terms and conditions of this letter.
/s/ GRAEME PITKETHLY |
22/717 |
|
Graeme Pitkethly | Date |
Page 2 of 2
Unilever PLC Unilever House Blackfriars London EC4P 4BQ
T: +44 (0)20 7822 5252 |
||||||
STRICTLY PERSONAL AND CONFIDENTIAL |
F: +44 (0)20 7822 5951 www.unilever.com |
Mr Paul Polman
20 July 2017
Dear Paul,
Your reward package in respect of 2017 alignment of performance measures for incentives with Unilevers plans for accelerated sustainable shareholder value creation
Reference is made to your reward letter dated 17 March 2017.
Subsequent to Unilevers stepped up plans for shareholder value creation and the change to the non-GAAP measures from Core Operating Margin (COM) to Underlying Operating Margin (UOM) and from Core Earnings per Share to Underlying Earnings per Share (UEPS) announced on 6 April 2017, the Compensation Committee (the Committee) has decided to align the performance measures and ranges for Unilevers incentive plans.
EPS and Operating Margin measures within the annual bonus and long term incentives will be aligned with the new strategic imperatives. These measures will therefore be assessed on an underlying basis (i.e. UEPS and UOM) within the relevant periods for 2015, 2016, and 2017 GSIP and MCIP awards. This fully aligns incentive plan participants immediately with the new strategy for value creation. These changes are summarized below:
1. | For Annual Bonus (2017) : COM will be amended to UOM to fully align with the way we measure in-year business performance. |
2. | For 2017-2019 Global Share Incentive Plan (GSIP) : align COM to UOM. |
3. | For 2017-2020 Management Co-Investment Plan (MCIP) : align Core EPS growth to UEPS growth with a threshold raised from 5% to 7% compound annual growth rate (CAGR) (for zero vesting) with a higher maximum: raised from 10% to 13% CAGR (for 200% vesting). Note that for Executive Directors the vesting is capped at 150%. |
4. | For inflight (legacy) 2015-2017 & 2016-2018 GSIP/MCIP awards : to reflect the implications of the alignment to the Non-GAAP margin measure from COM to UOM: |
a. | retain the 2015-16 reported measure as COM and align the 2017-18 measure to UOM to align with the way we report externally |
b. | Change the COM Improvement terminology for these awards to Margin Improvement to reflect the combination of COM and UOM being used |
c. | Adjust the Margin Improvement range of 2015-17 and 2016-18 GSIP/MCIP awards from +20bps to +80bps (GSIP/MCIP 2015-2017) and from +30bps to 110bps (GSIP/MCIP 2016-2018) to reflect the change for 2017 and 2018 to UOM. |
Details of the performance targets as approved by the Committee will be provided to you separately.
Page 1 of 2
I trust you find this all in order, but if you have any questions about the above, please address them to Peter Newhouse, EVP Global Head of Reward ( peter.newhouse@unilever.com /+44 7585 984 745).
With kind regards
/s/ MARIJN DEKKERS |
Marijn Dekkers |
Chairman
Signed to confirm that I acknowledge and accept the terms and conditions of this letter.
/s/ PAUL POLMAN |
20/7/2017 |
|
Paul Polman | Date |
Page 2 of 2
Exhibit 4.9
UNILEVER
RULES OF THE UNILEVER
SHARE PLAN 2017
Directors Adoption: |
22 February 2017 |
|
Shareholders Approval: |
NV: 26 April 2017 |
|
PLC: 27 April 2017 |
||
Expiry Date: |
26 April 2027 |
Linklaters
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222
Ref 01/140/Alex Beidas
Table of Contents
Contents | Page | |||||
1 |
Introduction | 1 | ||||
2 | Definitions | 1 | ||||
3 | Granting Awards | 3 | ||||
4 | Documentation of Awards | 5 | ||||
5 | Before Vesting | 5 | ||||
6 | Vesting | 6 | ||||
7 | Retention Period | 9 | ||||
8 | Leaving employment | 11 | ||||
9 | Malus and clawback | 12 | ||||
10 | Vesting in connection with relocation | 14 | ||||
11 | Takeovers and other corporate events | 15 | ||||
12 | Changing the Plan | 17 | ||||
13 | Tax | 18 | ||||
14 | Limits on newly issued and treasury shares | 18 | ||||
15 | General | 19 |
i
1 | Introduction |
The Plan allows for the grant of awards in the form of:
| Conditional Awards - Awards under which the Participant receives Shares for free automatically to the extent the Award Vests; |
| Options - Awards under which the Participant can buy Shares, to the extent their Award has Vested, at a price (which may be zero) set when the Option is granted; or |
| Forfeitable Shares - Awards under which the Participant receives free Shares on grant which are subject to a requirement that the Participant give the Shares back to the extent the Award lapses. |
Conditional Awards and Options can also be granted on the basis that they will only ever be satisfied with a cash payment equal to the value of the Shares to which the Participant would otherwise be entitled (less any Option Price).
Awards will Vest over a period set by the Board for each Award and Vesting or grant may be subject to Performance Conditions or other conditions such as investments by the Participant in Shares.
Before Vesting, Awards will normally lapse if the Participant leaves.
After Vesting, they may also be subject to a further Retention Period during which satisfaction of the Award is subject to clawback.
This introduction does not form part of the rules.
2 | Definitions |
In these rules:
Acquiring Company means a person who has or obtains Control of NV and/or PLC;
Award means a Conditional Award, Forfeitable Shares or an Option;
Award Date means the date on which an Award is granted under rule 3.3;
Board means, subject to rule 11.4, the board of directors of NV or PLC or any committee or other person to whom the board has delegated any of its functions under these rules;
Bonus Deferral Award means an Award which is granted to the Participant in lieu of bonus which he might otherwise have been paid in cash and which is designated as such by the Board under rule 3.3;
Business Day means a day on which the London Stock Exchange or Euronext, as applicable, (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business;
Combined Group means NV and PLC;
Company means NV or PLC;
Conditional Award means a conditional right to acquire Shares granted under the Plan;
Control has the meaning given to it in Section 995 of the Income Tax Act 2007 in relation to NV or PLC;
1
Dealing Restrictions means any restriction on dealing in securities imposed by regulation, statute, order, directive, the rules of any stock exchange on which Shares are listed or any code adopted by the Company as varied from time to time;
Detrimental Activity means, as established to the satisfaction of the Board, and without the prior written consent of the Company, the Participant being in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participants employment contract, his termination arrangements or any internal policies);
Dividend Equivalent means an amount linked to dividends paid on Shares subject to the Award;
Euronext means Euronext Amsterdam;
Final Lapse Date means the latest date on which an Option will lapse which will be the date set by the Board under rule 3.3 or, if no date is set, the date 10 years after the Award Date;
Forfeitable Share Agreement means the agreement referred to in rule 4.2;
Forfeitable Shares means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement;
Grantor means the Company or any other entity which grants or has agreed with the Company to satisfy an Award under the Plan;
Group means NV, PLC and their Subsidiaries or associated companies and Member of the Group shall be construed accordingly;
London Stock Exchange means London Stock Exchange plc;
NV means Unilever N.V.;
Option means a right to acquire Shares granted under the Plan;
Option Price means the amount (which may be zero) payable on the exercise of an Option set by the Board under rule 3.3.9;
Owned Shares means Shares subject to a Retention Period which are transferred or issued into the beneficial ownership of the Participant as set out in rule 7.1.1(ii);
Participant means a person who holds, or who has held, an Award or their personal representatives;
Performance Condition means any condition linked to performance imposed under rule 3.3;
Plan means these rules known as The Unilever Share Plan 2017, as changed from time to time;
PLC means Unilever PLC;
Retention Period means the period after Vesting during which a Participant is required to retain their Shares or Award as set out in rule 7;
Retention Shares means the Shares which the Participant is required to retain during the Retention Period;
2
Shares means fully paid ordinary shares in NV or PLC and includes:
(i) | depositary receipts representing ordinary shares in NV listed on Euronext; and |
(ii) | any Shares representing NV and/or PLC Shares following a reconstruction; |
Subsidiary means a body corporate which is a subsidiary of NV within the meaning of 24a Book 2 (Civil Code) or company which is a subsidiary of the PLC within the meaning of Section 1159 of the Companies Act 2006; and
Vesting , subject to the rules and any Retention Period:
(i) | in relation to Conditional Awards, means a Participant becoming entitled to have the Shares transferred to them; |
(ii) | in relation to an Option, means an Option becoming exercisable; and |
(iii) | in relation to Forfeitable Shares, means the restrictions set out in the Forfeitable Share Agreement ceasing to have effect as described in rule 6.2.3, |
and Vesting shall include the term Vest and Vested; and
Vesting Date means the date set for Vesting of an Award under rule 3.3.
If there is any conflict between two provisions in these rules under which an Award will lapse, the one which gives rise to the earlier lapse will prevail.
3 | Granting Awards |
3.1 | Eligibility |
The Grantor may select any employee of a member of the Group to be granted an Award. However, the Board may determine that an Award will not be made to an employee who has given or been given notice terminating their employment.
3.2 | Timing of Awards |
Awards may only be granted within 42 days starting on any of the following:
3.2.1 | the date of shareholder approval of the Plan; |
3.2.2 | the end of any closed period under Market Abuse Regulation (EU) 596/2014; |
3.2.3 | the date of the Companys annual general meeting or any special general meeting; and |
3.2.4 | any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards. |
If the granting of Awards during any period specified above is prevented by any Dealing Restrictions, Awards may be granted within 42 days of the first date on which it is no longer prevented.
No Awards may be granted after 26 April 2027 or such earlier date as the Board may specify.
3.3 | Terms set at grant |
When granting an Award, the Board will set the following terms:
3.3.1 | whether the Award will take the form of: |
3
(i) | a Conditional Award; |
(ii) | an Option; |
(iii) | Forfeitable Shares; or |
(iv) | a combination of these; |
3.3.2 | whether the Award is a Bonus Deferral Award; |
3.3.3 | subject to rule 3.5, the number of Shares subject to the Award or how that will be determined which, in the case of a Bonus Deferral Award, will be linked to the amount of bonus which the Board determines would otherwise have been paid to the Participant in cash; |
3.3.4 | whether the Shares subject to the Award are shares in NV or PLC or both; |
3.3.5 | the terms of any Performance Condition or other condition set under rule 3.4; |
3.3.6 | one or more Vesting Dates (unless specified in a Performance Condition) and, if there is more than one, the proportion of the Award which can Vest on each one (or how that will be determined); |
3.3.7 | whether or not a Retention Period will apply and, if so, when it will normally end and how the number of Retention Shares will be determined; |
3.3.8 | whether or not the Award carries a Dividend Equivalent; |
3.3.9 | in the case of an Option: |
(i) | the Option Price; and; |
(ii) | the Final Lapse Date which will not be more than 10 years after the Award Date; and |
3.3.10 | any other terms or conditions of the Award. |
3.4 | Performance Conditions |
The Board may decide that Vesting of an Award will be conditional:
3.4.1 | on the satisfaction of one or more conditions set by the Board on grant linked to the performance of the Company, the Participant and/or any business unit or member of the Group; and/or |
3.4.2 | any other condition set by the Board, |
which, in either case, may provide that the Award will lapse to the extent that it is not satisfied.
The Board may change a Performance Condition in accordance with its terms or if anything happens which causes the Board reasonably to consider it appropriate to do so. The Board may waive or change any other condition in such manner as it sees fit.
3.5 | Limit in Directors Remuneration Policy |
An Award to be granted to a director of the Company will not exceed any applicable maximum set out in the approved directors remuneration policy (as defined in section 226B(2) of the Companies Act 2006 or section 2:135 Dutch Civil Code, as applicable).
4
3.6 | No payment for Awards |
A Participant is not required to pay for the grant of an Award.
4 | Documentation of Awards |
4.1 | Conditional Awards and Options |
An Award (other than an Award of Forfeitable Shares) subject to English law must be granted by deed. Awards subject to Dutch law will be in such form as specified by the Board.
4.2 | Forfeitable Shares |
Where an Award takes the form of Forfeitable Shares, the Participant must:
4.2.1 | enter into an agreement with the Grantor that, to the extent that the Award lapses under the Plan, the Shares are forfeited and they will immediately transfer their interest in them, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor; |
4.2.2 | complete any elections required by the Board, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or similar elections in other jurisdictions) and elections to transfer any liability, or agreements to pay social security contributions; and |
4.2.3 | provide any other documentation which the Board considers necessary or desirable to give effect to the terms of the Award, including a power of attorney or blank stock transfer form. |
If they do not do so within a period specified by the Board, the Award will lapse at the end of that period.
On or after the grant of Forfeitable Shares, the Grantor will procure that the relevant number of Shares are issued or transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan. Where applicable, the share certificates or other documents of title relating to any Forfeitable Shares may be retained by the Grantor.
5 | Before Vesting |
5.1 | Voting and dividends |
5.1.1 | A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option or a Conditional Award until the Shares are issued or transferred to the Participant. |
5.1.2 | Except to the extent specified in the Forfeitable Share Agreement, a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses. |
5.2 | Transfer |
A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If they do, whether voluntarily or involuntarily, then the Award will immediately lapse. This rule 5.2 does not apply:
5
5.2.1 | to the transmission of an Award on the death of a Participant to the person entitled by law to deal with the estate; |
5.2.2 | to an assignment by way of court order; |
5.2.3 | to the assignment of an Award where the Board considers that the Participant is no longer in a position to manage their own affairs by reason of ill-health; or |
5.2.4 | in any other circumstances if the Board agrees. |
5.3 | Adjustment of Awards |
5.3.1 | If there is: |
(i) | a variation in the equity share capital of NV or PLC, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; |
(ii) | any change in the certification of NV Shares by the Foundation Unilever N.V. Trust Office or any of its successors; |
(iii) | a demerger (in whatever form) or exempt distribution (for example by virtue of Section 1075 of the Corporation Tax Act 2010); |
(iv) | a special dividend or distribution; or |
(v) | any other corporate event which might affect the current or future value of any Award, |
the Board may adjust the number or class of Shares or securities subject to the Award and, in the case of an Option, the Option Price (see below for Forfeitable Shares).
5.3.2 | Subject to the Forfeitable Share Agreement, a Participant will have the same rights as any other shareholders in respect of Forfeitable Shares where rule 5.3.1 applies. Any Shares, securities or rights allotted to a Participant as a result of such an event will be: |
(i) | treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and |
(ii) | subject to the rules of the Plan and the terms of the Forfeitable Share Agreement. |
6 | Vesting |
6.1 | Timing and extent of Vesting |
Subject to the rest of these rules, an Award will Vest on the later of the following:
6.1.1 | the Vesting Date; and |
6.1.2 | the date on which the Board determines the extent to which any Performance Condition or any other condition is satisfied (which it will do as soon as reasonably practicable after the end of the period over which it is tested). |
The Award will only Vest to the extent that any Performance Condition or other condition is satisfied.
6
However, if Vesting or the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for Vesting, issue or transfer will be delayed for that Award until the Dealing Restriction no longer prevents it.
6.2 | Consequences of Vesting |
6.2.1 | If an Award takes the form of a Conditional Award, within 30 days of Vesting (or as soon as reasonably practicable after that), the Grantor will arrange (subject to the rest of this rule 6 and rules 7, 9, 13 and 15.6) for the issue or transfer to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested. |
6.2.2 | A Participant can only exercise an Option to the extent it has Vested. To exercise it, the Participant must give notice in such form as the Grantor may prescribe and, in the case of an Option, pay or make arrangements satisfactory to the Grantor for the payment of the Option Price (if any). Subject to the rest of this rule 6 and rules 7, 9, 13 and 15.6, the Grantor will arrange for the number of Shares in respect of which an Option has been exercised to be issued or transferred to the Participant within 30 days of the date on which the Option is exercised or as soon as reasonably practicable after that. An Option will lapse at the end of business on the Final Lapse Date if it does not lapse earlier under these rules. |
6.2.3 | To the extent an Award of Forfeitable Shares Vests, the restrictions referred to in rule 4.2 and contained in the Forfeitable Share Agreement will cease to apply. |
6.3 | Dividend Equivalent |
If an Award carries a Dividend Equivalent, the Participant will be entitled on Vesting of a Conditional Award or exercise of an Option to an amount equal to the Dividend Amount for each Share in respect of which the Conditional Award Vests or the Option is exercised.
However:
6.3.1 | where Vesting or exercise occurs after the record date but before the payment date of a Qualifying Dividend, the Participant will become entitled to the amount as soon as practicable following such payment date; and |
6.3.2 | where the Award continues through a Retention Period, the Participant will become entitled to the amount as soon as practicable after the end of the Retention Period. |
The Dividend Amount will be paid in additional Shares unless the Board decides that it will be paid in cash of equivalent value, as determined by the Board.
The Dividend Amount will, for each Qualifying Dividend, be equal to the number of Shares which would be held if:
6.3.3 | the per Share amount of the Qualifying Dividend had been reinvested in further Shares (or fractions of a Share) on the payment date of the Qualifying Dividend at market value on that date; and |
6.3.4 | any subsequent Qualifying Dividends on those Shares had been notionally reinvested in further Shares in the same way. |
A Qualifying Dividend is any ordinary dividend for which the record date falls between the Award Date and the date Shares (or cash of equivalent value) are issued or transferred to the Participant following the Vesting of an Award or exercise of an Option.
7
Any reinvestment, for the purposes of determining the Dividend Amount, is entirely notional and, accordingly, may relate to fractions of a Share, but, if it is paid in Shares, the number of Shares issued or transferred will be rounded to the nearest whole Share as part of the vesting of the Award.
For the purpose of determining the Dividend Amount, the market value of a Share will be the closing price of a Share on the payment date of the Qualifying Dividend or will be determined in such other manner as the Board considers reasonable.
6.4 | Cash or share alternative |
The Grantor can decide to satisfy any entitlement under an Award to:
6.4.1 | Shares by paying a cash amount; or |
6.4.2 | cash by issuing or transferring Shares. |
In either case, based on the market value of the Shares on the date he becomes entitled (less any Option Price, in the case of an Option).
An Award may be granted on the basis that it will always be satisfied as described in this rule 6.4
6.5 | Automatic exercise of Options where Dealing Restrictions apply and Option would otherwise lapse |
6.5.1 | To the extent that: |
(i) | an Option has not been exercised by the close of the Business Day before the date on which it lapses; |
(ii) | a Dealing Restriction prevents the Participant from exercising it on that day; and |
(iii) | it is in the money on that day, |
the Company will, unless the Board decides otherwise, treat it as having been exercised on that day.
6.5.2 | If it does treat the Option as having been exercised, the Company will arrange for sufficient Shares resulting from the exercise to be sold on behalf of the Participant to raise an amount (after costs of sale) equal to the Option Price and any tax or social security required to be withheld under rule 13. The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2. |
6.5.3 | An Option is in the money on any day if the Board estimates that, if all the Shares resulting from exercise were sold on that day, the sale proceeds (after making a reasonable allowance for any costs of sale and taxes) would be more than the Option Price. |
6.5.4 | The Participant may give notice, at any time before the day referred to in rule 6.5.1, requesting that this rule 6.5 should not apply to the Option. |
6.5.5 | No member of the Group will be liable for any loss a Participant may suffer as a result of the application or failure to apply this rule 6.5. |
8
7 | Retention Period |
This rule 7 applies if the Board determines under rule 3.3 that an Award is subject to a Retention Period.
7.1 | How the Retention Period will apply to an Award |
7.1.1 | Before the Award Vests, the Board will determine whether: |
(i) | the Award will continue in respect of the Retention Shares through the Retention Period (subject to this rule 7); or |
(ii) | the Retention Shares will be issued or transferred into the beneficial ownership of the Participant ( Owned Shares ) and held in accordance with this rule 7. |
7.1.2 | Where the Board determines that the Award will continue through the Retention Period, it shall calculate the number of Shares which Vest in accordance with rule 6.1, but the Retention Shares will only be issued or transferred or cash paid under rule 6.2 at the end of the Retention Period and subject to this rule 7. |
7.1.3 | Where the Board has determined that Owned Shares will be issued or transferred to the Participant, it will calculate the number of Shares which Vest in accordance with rule 6.1 and will issue or transfer the beneficial ownership of the Retention Shares (if not already held in respect of an Award of Forfeitable Shares), for no consideration, to any person specified by the Board to be held during the Retention Period under this rule 7. |
7.1.4 | Where the Award is an Option and the Board has determined that it will continue during the Retention Period, the Option will become exercisable as described in rule 6.2 and any Retention Shares acquired on the exercise of the Option during the Retention Period (less any tax paid) will continue to be held as Owned Shares. |
7.2 | Tax |
Where tax is payable at the start of the Retention Period, then rule 13 (Tax) will apply and the Retention Period will apply in respect of the remainder of the Shares. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule.
7.3 | Rights during the Retention Period |
7.3.1 | The following additional provisions will apply during the Retention Period where an Award continues through the Retention Period: |
(i) | Except as required under rule 7.2, the Participant will have no rights in respect of the Retention Shares until the Shares are acquired at the end of the Retention Period. |
(ii) | The Participant may not transfer, assign or otherwise dispose of the Retention Shares subject to any Award or any interest in them. |
7.3.2 | The following additional provisions will apply to Owned Shares during the Retention Period: |
9
(i) | The Participant will be entitled to vote and to receive dividends and have all other rights of a shareholder in respect of the Owned Shares from the date the Participant becomes the beneficial owner. |
(ii) | The Participant may not transfer, assign or otherwise dispose of the Owned Shares or any interest in them (or instruct anyone to do so) except in the case of: |
(a) | the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue; |
(b) | a forfeiture as described in rule 7.4; or |
(c) | the sale to fund any tax in accordance with rule 7.2. |
(iii) | Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.1 during the Retention Period will, unless the Board decides otherwise, be subject to the same restrictions as the corresponding Owned Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that their number exceeds the number they would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights. |
7.4 | Forfeiture of Owned Shares |
To the extent that Owned Shares are forfeited under rule 9 (Malus and clawback) the Participant is deemed to consent to the immediate transfer of the beneficial ownership of the Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Board.
7.5 | End of the Retention Period |
7.5.1 | The Retention Period will end on the earliest of the following: |
(i) | the date on which the Retention Period would normally end, as set by the Board in relation to the Award under rule 3.3; |
(ii) | the date on which the Board decides that the number of Retention Shares are sufficiently small that the continuation of the Retention Period is not warranted; |
(iii) | the date on which the Participant dies; and |
(iv) | the date of a takeover or other transaction by virtue of which rule 11 applies. |
7.5.2 | At the end of a Retention Period: |
(i) | where the Award continues through the Retention Period, the Shares will be issued or transferred or cash paid in accordance with rule 6; and |
(ii) | the restrictions relating to Owned Shares in rule 7.3.1 will cease to apply and the Shares will be transferred to the Participant or as the Participant may direct. |
10
8 | Leaving employment and death |
8.1 | General rule on leaving employment |
Except in the case of a Bonus Deferral Award (see rule 8.7), an Award will lapse on leaving if the Participant leaves employment before Vesting.
8.2 | Exceptions to the general rule where certain leaver reasons apply |
If a Participant leaves employment before Vesting for one of the following reasons, their Award will not lapse but rule 8.3 will apply:
8.2.1 | ill health, injury or disability, as established to the satisfaction of NV or PLC; |
8.2.2 | retirement with the agreement of the Participants employer; |
8.2.3 | the Participants employing company ceasing to be under the Control of neither NV or PLC; |
8.2.4 | a transfer of the undertaking (or the part of the undertaking), in which the Participant works, to a person which is neither under the Control of NV or PLC nor a Member of the Group; |
8.2.5 | redundancy; or |
8.2.6 | any other reason, if the Board so decides in any particular case. |
8.3 | Extent of Vesting of Award |
Where rule 8.2 applies:
8.3.1 | the Award will Vest to the extent any Performance Condition is satisfied on the date of Vesting; and |
8.3.2 | unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date they left to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date. |
8.4 | Early Vesting |
Alternatively, the Board may decide that the Award will Vest to the extent described in rule 8.3, on the date of leaving or a later date determined by the Board. The Board will determine the extent to which any Performance Condition is satisfied in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable.
8.5 | Death |
If the Participant dies before Vesting, the Award will Vest, on the date of death, at halfway between the threshold and maximum levels of Vesting under the Performance Condition (or such other level as the Board may allow) and the Performance Condition will not otherwise apply.
If the Participant left employment before death for one of the reasons in rule 8.2 then, unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced, as described in rule 8.3.2 (by reference to the date the Participant left employment, not the date of death).
11
8.6 | Treatment of Options after leaving |
If the holder of an Option dies or leaves employment:
8.6.1 | before Vesting for one of the reasons in rule 8.2; or |
8.6.2 | after Vesting for any reason (except as described below) |
their Option will be exercisable for 12 months from the later of:
8.6.3 | the date on which the Option Vests; and |
8.6.4 | the date on which the Participant left, |
after which the Option will lapse, but the Board may reduce or extend that period (but not beyond the Final Lapse Date).
However, if the Participant leaves employment after Vesting because of misconduct or breach of the terms of their employment, their Award will lapse on the day they leave employment unless the Board determines otherwise.
8.7 | Bonus Deferral Awards |
If a Participant dies or leaves employment before or after Vesting, their Bonus Deferral Award will continue in effect unless the Board decides that it will Vest on dying or leaving or any later date.
However, if the Participant leaves employment because of misconduct or breach of the terms of their employment, their Bonus Deferral Award will lapse on the day they leave employment unless the Board determines otherwise.
Rules 8.1 to 8.4 will not apply to Bonus Deferral Awards.
8.8 | Detrimental activity |
If a Participant leaves employment due to any reason set out in rule 8.2, unless the Board decides otherwise, the Participants Award will lapse if he engages in Detrimental Activity.
8.9 | General |
8.9.1 | Subject to rule 8.9.2, a Participant will only be treated as leaving employment when they are no longer an employee or director of any member of the Group. |
8.9.2 | The Board may decide a Participant will be treated as leaving employment on the date they give or are given notice terminating their office or employment unless the reason for giving or receiving notice is listed in rules 8.2.1, 8.2.2 or 8.2.5 above. |
9 | Malus and clawback |
9.1 | Malus |
If the Board considers that:
9.1.1 | there has been a significant downward restatement of the financial results of the Company; and/or |
9.1.2 | there is reasonable evidence of gross misconduct or gross negligence by the Participant; and/or |
12
9.1.3 | there is reasonable evidence of material breach by the Participant of the Companys Code of Business Principles or the Companys Code Policies; |
9.1.4 | there is reasonable evidence of conduct by the Participant which results in significant losses or reputational damage to the Company or the Group, and/or |
9.1.5 | the Participant is in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participants employment contract, his termination arrangements or any internal policies), |
it may, in its discretion, at any time prior to Vesting, exercise (in the case of an Option), or the end of any Retention Period, decide that:
(a) | an Award will lapse wholly or in part; |
(b) | the delivery of the Shares or the end of any Retention Period will be delayed until any action or investigation is completed; and/or |
(c) | Vesting of the Award or delivery of the Shares will be subject to additional conditions. |
If there is a delay under rule 9.1(b):
(i) | if a Participant leaves employment after the date on which the Award would have Vested, but for the delay then, unless the Board decides otherwise, rule 8 (leaving employment) will not apply. The Award will continue and Vest to the relevant extent (subject to any further adjustment under this rule 9) when the action or investigation is completed; |
(ii) | Vesting of the Award or delivery of Shares will not be delayed beyond any date on which Vesting or delivery would otherwise occur under rule 11 (Takeovers and other Corporate Events); and |
(iii) | for the avoidance of doubt, there may (or may not) be an adjustment or further adjustment under this rule 9 following completion of any action or investigation. |
9.2 | Clawback |
9.2.1 | If the Board considers there has been a significant downward restatement of the financial results of the Company, it may, in its discretion, within two years of an Award Vesting or the start of any Retention Period: |
(i) | require a Participant to transfer to the Company (or as the Company directs), for nominal or nil consideration, some or all of the after-tax number of Shares which have previously Vested, or pay to the Company (or as the Company directs) an amount equal to the value of those Shares (as determined by the Board); and/or |
(ii) | require the Company to withhold from, or offset against, the grant or Vesting of any other Award to which the Participant may be or become entitled in connection with his/her employment with the Group such an amount as the Board considers appropriate. |
9.2.2 | Where a Participant is notified they must transfer Shares or pay an amount in accordance with rule 9.2.1(i), any Shares or cash must be transferred or paid (in the manner directed by the Company) within 30 days of that Participant being so notified. |
13
9.3 | General |
9.3.1 | For the avoidance of doubt, this rule 9 can apply even if the Participant was not responsible for the event in question or if it happened before the Vesting or grant of the Award. |
9.3.2 | Those rules may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards. |
9.3.3 | Except to the extent the Board so decides at the time of exchange, neither malus nor clawback will apply to an Award which has been exchanged in accordance with rule 11.4. |
9.3.4 | Subject to rule 9.4, clawback will not apply after a takeover (as defined in rule 11.1). |
9.3.5 | The Board will notify the Participant of any application of malus or clawback under this rule 9. |
9.3.6 | Without limiting rule 15.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9, and the operation of malus will not limit any other remedy any member of the Group may have in relation to breach of any restrictions referred to in rule 9.1.5. |
9.4 | Share price increase on takeovers and other corporate events |
Notwithstanding any other provision of these rules, to the extent that a Participant is an executive director of NV and section 2:135 par 7 Dutch Civil Code would be applicable, the Board may, in its discretion, determine:
9.4.1 | the Participants Award will lapse wholly or in part; |
9.4.2 | to require the Participant to transfer to the Company (or as the Company directs) for nominal or nil consideration, some or all of the after-tax number of Shares which have previously Vested, or pay to the Company (or as the Company directs) an amount equal to the value of those Shares (as determined by the Board); and/or |
9.4.3 | to require the Company to withhold from, or offset against, the grant or Vesting of any other Award to which the Participant may be or become entitled in connection with his/her employment with the Group, such an amount as the Board considers appropriate, |
in each case to the extent required to give effect to the requirements of the Dutch Civil Code.
10 | Vesting in connection with relocation |
If a Participant who is not a director of the Company relocates to another jurisdiction before an Award Vests and, as a result:
(d) | the Participant or any member of the Group is or may be subject to less favourable tax or social security treatment; or |
(e) | the Vesting, exercise or satisfaction of the Award is or may be subject to any regulatory restriction, approval or consent, |
the Board may decide that the Award will Vest on such earlier date or dates and subject to such additional conditions as it may determine, including the retention of any Shares acquired on Vesting. In the case of an Option, the Board may change the period during which it can be exercised or impose additional conditions upon the exercise.
14
11 | Takeovers and other corporate events |
11.1 | Takeover |
11.1.1 | If there is a takeover, each Award will Vest, subject to rules 9.1 (Malus), 9.3 and 9.4, on the date of the takeover. |
11.1.2 | The Board will determine the extent to which any Performance Condition has been satisfied to the date of the takeover (in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable) and the proportion of the Award which will Vest. |
11.1.3 | The Board may decide that an Award which has Vested under rule 11.1.1 will be reduced pro rata to reflect the acceleration of Vesting. |
11.1.4 | To the extent that an Award has not Vested, it shall lapse as to the balance, unless exchanged under rule 11.4 (Exchange of Awards). |
11.1.5 | An Option will be exercisable for a period of one month from the date of the takeover, after which it will lapse (whether or not it Vested under this rule). |
11.1.6 | An Award will not Vest under rule 11.1.1 but will be exchanged under rule 11.4 (Exchange of Awards) if: |
(i) | an offer to exchange Awards is made and accepted by a Participant; or |
(ii) | the Board, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged. |
There is a takeover when:
(i) | a person (or a group of persons acting in concert) obtains Control of NV and/or PLC as a result of making an offer to acquire Shares; or |
(ii) | under Section 895 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of PLC Shares or any similar Dutch law in connection with NV Shares, |
but not where the Board determines rule 11.2 (Reconstruction) applies.
11.2 | Reconstruction |
Subject to rule 9.4, if there is any internal reconstruction, reorganisation, merger or acquisition of NV and/or PLC which:
11.2.1 | is not intended to result in; or |
11.2.2 | does not involve |
a significant change in the identity of the ultimate shareholders of:
11.2.3 | the Combined Group; or |
11.2.4 | NV or PLC, |
15
the Board may determine this rule 11.2 applies to any Awards which have not Vested by the day the reconstruction takes effect. The Board will arrange for the Awards to be replaced by an equivalent award of shares in the new parent company or companies as determined by the Board. The Board may amend (or waive) any Performance Condition as it considers appropriate, subject to applicable laws.
11.3 | Demerger or Other Corporate Event |
11.3.1 | If the Board becomes aware that NV and/or PLC is or is expected to be affected by any demerger, distribution (other than an ordinary dividend), reconstruction or other transaction not falling within rule 11.1 (Takeover) which, in the opinion of the Board, would affect the current or future value of any Award, the Board may allow an Award to Vest (subject to rule 9 (Malus and clawback), and in particular rule 9.4) and any such conditions as the Board may decide to impose. |
11.3.2 | Where an Award Vests under rule 11.3.1, the Board will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest. |
11.3.3 | The Board may decide that an Award which has Vested under rule 11.3.1 is reduced pro rata to reflect the acceleration of Vesting. |
11.3.4 | To the extent that an Award has not Vested, it shall lapse as to the balance. |
11.3.5 | The Board will determine the period during which an Option may be exercised following Vesting and whether or not it will lapse at the end of that period. |
11.3.6 | Participants will be notified if they are affected by the Board exercising its discretion under this rule. |
11.4 | Exchange of Awards |
If an Award is to be exchanged under this rule 11, the exchange will take place as soon as practicable after the relevant event.
The new award:
11.4.1 | must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; |
11.4.2 | must be equivalent to the existing Award, subject to rules 9.3.3, 9.3.4 and 11.4.4; |
11.4.3 | will be treated as having been acquired at the same time as the existing Award and, subject to rule 11.4.4, will Vest in the same manner and at the same time; |
11.4.4 | must either: |
(i) | be subject to a Performance Condition which is, so far as practicable, equivalent to any Performance Condition applying to the existing Award; or |
(ii) | not be subject to any Performance Condition, but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 11.1 (Takeover); or |
(iii) | be subject to such other terms as the Board considers appropriate in all the circumstances; and |
16
11.4.5 | will be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to NV and PLC were references to the Acquiring Company or the body corporate determined under rule 11.4.1. |
11.5 | Board |
In this rule 11, Board means those people who were members of the board of NV and PLC immediately before the change of Control.
12 | Changing the Plan |
12.1 | Boards powers |
Except as described in the rest of this rule 12, the Board may at any time change the Plan (including the terms of any Award already granted) in any way.
12.2 | Shareholder approval |
12.2.1 | Except as described in rule 12.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to: |
(i) | eligibility; |
(ii) | the limits on the number of Shares which may be issued under the Plan; |
(iii) | any individual limit for each Participant under the Plan; |
(iv) | the basis for determining a Participants entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or |
(v) | the terms of this rule 12.2.1. |
12.2.2 | The Board can change the Plan and need not obtain the approval of the Company in general meeting for any changes to a Performance Condition or other condition in accordance with rule 3.4 or for minor changes: |
(i) | to benefit the administration of the Plan; |
(ii) | to comply with or take account of the provisions of any proposed or existing legislation; |
(iii) | to take account of any changes to legislation; or |
(iv) | to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant. |
12.2.3 | The Board may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rule 13. |
17
12.3 | Notice |
The Board is not required to give Participants notice of any changes.
13 | Tax |
The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award and will, if required to do so, agree the transfer of liability for employer social security contributions to him.
The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions or other levies. These arrangements may include the sale of or reduction in number of Shares to which a Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise.
The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so.
14 | Limits on newly issued and treasury shares |
14.1 | Plan limits - 10 per cent |
An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of NV and PLC in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by NV and PLC, granted in the previous 10 years.
14.2 | Plan limits - 5 per cent |
An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of NV and PLC in issue immediately before that day, when added to the number of Shares which has been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by NV and PLC, granted in the previous 10 years.
14.3 | Scope of Plan limits |
When calculating the limits in rules 14.1 and 14.2, Shares will be ignored:
14.3.1 | where the right to acquire them has been released or has lapsed; and |
14.3.2 | which are committed to be issued under any Dividend Equivalent. |
As long as so required by institutional shareholders, Shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as Shares issued by the Company.
18
15 | General |
15.1 | Terms of employment |
15.1.1 | This rule 15.1 applies during an employees employment with a member of the Group and after the termination of an employees employment, whether or not the termination is lawful. |
15.1.2 | Nothing in the rules or the operation of the Plan forms part of the contract of employment of an employee. The rights and obligations arising from the employment relationship between the employee and their employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. |
15.1.3 | No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. |
15.1.4 | The terms of the Plan do not entitle the employee to the exercise of any discretion in their favour. |
15.1.5 | The employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the employee (including, without limitation, any adjustment under rule 9) even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the employee and their employer. |
15.1.6 | No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: |
(i) | any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); |
(ii) | any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or |
(iii) | the operation, suspension, termination or amendment of the Plan. |
15.2 | Boards decisions final and binding |
The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.
15.3 | Documents sent to shareholders |
The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.
15.4 | Costs |
The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participants employer or any other member of the Group to bear the costs in respect of an Award (including, for example, any trading or other working costs) to that Participant.
19
15.5 | Data protection |
By participating in the Plan, the Participant agrees to abide by Unilevers Protection of Information policy from time to time in force, consents to the holding and processing of personal data (including sensitive personal data) provided by the Participant to any member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan and for compliance with applicable procedures, laws and regulations. These include, but are not limited to:
15.5.1 | administering and maintaining Participant records; |
15.5.2 | providing data to members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan (including, without limitation, in relation to the circumstances concerning a Participants leaver status); |
15.5.3 | providing data to future purchasers or merger partners of the Company, the Participants employing company, or the business in which the Participant works; |
15.5.4 | transferring data about the Participant to a country or territory that may not provide the same statutory protection for the data as the Participants home country (potentially including jurisdictions outside the European Economic Area); and/or |
15.5.5 | as otherwise set out in the Plan documentation and/or as notified to the Participant from time to time. |
The Participant is entitled, on payment of a fee, to a copy of the personal data held about them, if anything is inaccurate the Participant has the right to have it corrected.
15.6 | Consents |
All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in any relevant country. The Participant is responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent.
15.7 | Share rights |
Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.
15.8 | Listing |
15.8.1 | If and for so long as the NV Shares are listed on Eurolist by Euronext and traded on Euronext, NV will apply for listing of any NV Shares issued under the Plan as soon as practicable. |
15.8.2 | If and for so long as PLC Shares are listed on the Official List and traded on the London Stock Exchange, PLC will apply for listing of any PLC Shares issued under the Plan as soon as practicable. |
20
15.9 | Notices |
15.9.1 | Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet. |
15.9.2 | Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Board or duly appointed agent may decide and notify Participants. |
15.9.3 | Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending. |
15.10 | Governing law and jurisdiction |
15.10.1 | Dutch law governs the Plan in respect of Awards granted over NV Shares, and the Rotterdam District Court has non-exclusive jurisdiction in respect of any disputes arising. |
15.10.2 | English law governs the Plan in respect of Awards granted over PLC Shares, and the English Courts have non-exclusive jurisdiction in respect of any disputes arising. |
15.10.3 | Where Awards are granted over a combination of NV and PLC Shares, the applicable law and jurisdiction in relation to such Awards will be determined on the Award Date by the Grantor. |
21
Exhibit 7.1
Calculation of Ratio of Earnings to Fixed Charges (times)
The ratio of earnings to fixed charges is determined using the following applicable factors:
Earnings consist of a) net profit from continuing operations excluding net profit or loss of joint ventures and associates increased by fixed charges b) income taxes and dividends received from joint ventures and associates.
Fixed charges consist of a) interest payable on debt and b) a portion of lease costs determined to be representative of interest.
This ratio takes no account of interest receivable although Unilevers treasury operations involve both borrowing and depositing funds.
Earnings to Fixed Charges |
million
2017 |
million
2016 |
million
2015 |
million
2014 |
million
2013 |
|||||||||||||||
Earnings |
||||||||||||||||||||
Net profit |
6,486 | 5,547 | 5,259 | 5,515 | 5,263 | |||||||||||||||
Add: Taxation |
1,667 | 1,922 | 1,961 | 2,131 | 1,851 | |||||||||||||||
(Less)/Add: Share of net profit/(loss) of joint ventures and associates |
(155 | ) | (127 | ) | (107 | ) | (98 | ) | (113 | ) | ||||||||||
Add: Dividend income receivable from joint ventures and associates |
144 | 144 | 124 | 131 | 110 | |||||||||||||||
Add: Fixed charges |
742 | 761 | 694 | 678 | 663 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
8,884 | 8,247 | 7,931 | 8,357 | 7,774 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fixed charges |
||||||||||||||||||||
Finance costs |
556 | 584 | 516 | 500 | 500 | |||||||||||||||
Add: One-third of lease costs |
186 | 177 | 178 | 178 | 163 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
742 | 761 | 694 | 678 | 663 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratio of earnings to fixed charges (times) |
12.0 | 10.8 | 11.4 | 12.3 | 11.7 |
Exhibit 12.1
Section 302 Certification
CERTIFICATIONS
I, PAUL POLMAN, certify that:
1. | I have reviewed this annual report on Form 20-F of UNILEVER PLC, |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: 28 February 2018 |
/s/ Paulus Gerardus Josephus Maria Polman |
Chief Executive Officer |
Section 302 Certification
CERTIFICATIONS
I, GRAEME PITKETHLY, certify that:
1. | I have reviewed this annual report on Form 20-F of UNILEVER PLC, |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: 28 February 2018 |
/s/ Graeme David Pitkethly |
Chief Financial Officer |
Exhibit 13.1
Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 20-F of Unilever PLC , a corporation organized under the laws of the United Kingdom (the Company) for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: 28 February 2018 |
/s/ Paulus Gerardus Josephus Maria Polman |
Paulus Gerardus Josephus Maria Polman |
Chief Executive Officer |
Dated: 28 February 2018 |
/s/ Graeme David Pitkethly |
Graeme David Pitkethly |
Chief Financial Officer |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firms
The Board of Directors
Unilever PLC:
We consent to the incorporation by reference in the registration statements (No. 333-219500-01) on Form F-3 and (No. 333-185299) on Form S-8 of Unilever PLC of our report dated 23 February 2018, with respect to the consolidated balance sheets of the Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2017 and 2016, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2017, and the related notes and the Guarantor Statements (collectively, the Consolidated Financial Statements), and the effectiveness of internal control over financial reporting as of 31 December 2017, which report appears in the 31 December 2017 annual report on Form 20-F of Unilever PLC.
Our report dated 23 February 2018 contains an explanatory paragraph that states that the Unilever Group acquired Carver Korea Co, Ltd, Mar Terra, TAZO, Sundial, and Schmidts Naturals during November and December 2017 and management excluded from its assessment of the effectiveness of Unilever Groups internal control over financial reporting as of 31 December 2017, Carver Korea Co, Ltd, MaeTerra, TAZO, Sundial, and Schmidts Naturals internal control over financial reporting associated with approximately 7.8% of Unilever Groups total assets as at 31 December 2017 and approximately 0.17% of Unilever Groups turnover included in the Consolidated Financial Statements of the Unilever Group as of and for the year ended 31 December 2017. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidts Naturals.
KPMG LLP | KPMG Accountants N.V. | |||
London, United Kingdom | Amsterdam, Netherlands | |||
/s/ KPMG LLP | /s/ KPMG Accountants N.V. |
28 February 2018