Table of Contents

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 issuer’s 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 issuer’s 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


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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: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilever’s 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 Group’s 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 Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Unilever Annual Report and Accounts 2017.


Table of Contents

LOGO

 

 

 

MAKING

SUSTAINABLE LIVING

COMMONPLACE

 

ANNUAL REPORT ON

FORM 20-F 2017


Table of Contents

    

 

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

 

LOGO   www.unilever.com

For further information on the Unilever Sustainable Living Plan (USLP) visit

 

LOGO   www.unilever.com/sustainable-living

The Annual Report on Form 20-F 2017 along with other relevant documents can be downloaded at

 

LOGO   www.unilever.com/ara2017/downloads
CONTENTS   

Strategic Report

     1  

About us

     1  

Chairman’s statement

     2  

Board of Directors

     3  

Chief Executive Officer’s review

     4  

Unilever Leadership Executive (ULE)

     5  

Our performance

     6  

Financial performance

     6  

Unilever Sustainable Living Plan

     7  

A changing world

     8  

Our value creation model

     9  

Our strategy

     10  

Delivering long-term value for our stakeholders

     11  

Our consumers

     11  

Society and environment

     13  

Sustainable Development Goals

     15  

Our people

     16  

Our partners

     17  

Our shareholders

     18  

Financial Review

     19  

Risks

     26  

Governance Report

     34  

Corporate Governance

     34  

Report of the Audit Committee

     41  

Report of the Corporate Responsibility Committee

     43  

Report of the Nominating and Corporate Governance Committee

     45  

Directors’ Remuneration Report

     47  

Financial Statements

     77  

Statement of Directors’ responsibilities

     77  

Independent auditors’ reports

     78  

Consolidated financial statements

     86  

Consolidated income statement

     86  

Consolidated statement of comprehensive income

     86  

Consolidated statement of changes in equity

     87  

Consolidated balance sheet

     88  

Consolidated cash flow statement

     89  

Notes to the consolidated financial statements

     90  

Shareholder Information

     156  

Index

     157  

Additional Information for US Listing Purposes

     158  
 


Table of Contents
ABOUT US   

    

 

 

AT A GLANCE

UNILEVER IS ONE OF THE WORLD’S 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, Hellmann’s and Omo. Thirteen of the world’s top 50 brands are owned by Unilever, up from twelve the previous year, with our nearest competitor owning just five, according to Kantar’s 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. Unilever’s 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. C4G’s 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, Unilever’s 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 USLP’s 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 Unilever’s 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


Table of Contents
CHAIRMAN’S 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 today’s 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 Unilever’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s top shareholders and other investors. The meetings were valuable in confirming the widespread support among shareholders for Unilever’s 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 Committee’s 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 Unilever’s 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 Unilever’s business and its senior management.

Further detail on the evaluation process this year, together with the Board’s 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


Table of Contents
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 People’s 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


Table of Contents
CHIEF EXECUTIVE OFFICER’S 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. That’s 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. “It’s grow or go” they concluded and “60% have gone” (‘Why it’s 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 Unilever’s 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 Group’s 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 today’s 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 C4G’s 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 Hellmann’s brand with strengthened naturalness claims in 28 markets, as well as the roll-out of Hellmann’s 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 company’s 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 today’s 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


Table of Contents

    

    

 

 

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, Unilever’s 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 Unilever’s 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

 

 

  

 

  

 

  

 

 

DAVID BLANCHARD

Chief R&D Officer

 

  

MARC ENGEL

Chief Supply Chain Officer

  

HANNEKE FABER

President, Europe

  

ALAN JOPE

President, Personal Care

 

  

 

  

 

  

 

Nationality British Age 53, Male

Appointed to ULE January 2013

Joined Unilever 1986

Previous Unilever posts include:

Unilever Research & Development (SVP); Unilever Canada Inc. (Chairman); Foods America (SVP Marketing Operations); Global Dressings (VP R&D); Margarine and Spreads (Director of Product Development).

Current external appointments:

Ingleby Farms and Forests (NED).

  

Nationality Dutch Age 51, Male

Appointed to ULE January 2016

Joined Unilever 1990

Previous Unilever posts include:

Unilever East Africa and Emerging Markets (EVP); Chief Procurement Officer; Supply Chain, Spreads, Dressings and Olive Oil Europe (VP); Ice Cream Brazil (Managing Director); Ice Cream Brazil (VP); Corporate Strategy Group; Birds Eye Wall’s, Unilever UK (Operations Manager).

Current external appointments:

PostNL (Supervisory Board member).

 

  

Nationality Dutch Age 48, Female Appointed to ULE January 2018

Joined Unilever 2018

Previous posts include:

Ahold Delhaize (CEIO & EC), Ahold (CCO), P&G (VP & GM).

Current external appointments:

Bayer AG (Supervisory Board member), Leading Executives Advancing Diversity (LEAD) (advisory board member).

  

Nationality British Age 53, Male

Appointed to ULE November 2011

Joined Unilever 1985

Previous Unilever posts include:

Unilever Russia, Africa and Middle East (President); Unilever North Asia (President); SCC and Dressings (Global Category Leader); Home and Personal Care North America (President).

 

  

 

  

 

  

 

 

 

KEES KRUYTHOFF

President, Home Care

 

  

 

LEENA NAIR

Chief Human Resources Officer

 

  

 

NITIN PARANJPE

President, Foods and Refreshment

 

  

 

RITVA SOTAMAA

Chief Legal Officer and Group Secretary

 

 

  

 

  

 

  

 

Nationality Dutch Age 49, Male

Appointed to ULE November 2011

Joined Unilever 1993

Previous Unilever posts include: President, North America and Global Head of Customer Development; Brazil (EVP); Unilever Foods South Africa (CEO); Unilever Bestfoods Asia (SVP and Board member).

Current external appointments:

Pepsi/Lipton JV (Board member); Enactus (Chairman).

  

Nationality Indian Age 48, Female

Appointed to ULE March 2016

Joined Unilever 1992

Previous Unilever posts include: HR Leadership and Organisational Development and Global Head of Diversity (SVP); Hindustan Unilever Limited (Executive Director HR); Hindustan Lever (various roles).

  

Nationality Indian Age 54, Male

Appointed to ULE October 2013

Joined Unilever 1987

Previous Unilever posts include : President Home Care; EVP South Asia and Hindustan Unilever Limited (CEO); Home and Personal Care, India (Executive Director); Home Care (VP); Fabric Wash (Category Head); Laundry and Household Cleaning, Asia (Regional Brand Director).

  

Nationality Finnish Age 54, Female

Appointed to ULE February 2013

Joined Unilever 2013

Previous posts include: Siemens AG – Siemens Healthcare (GC); General Electric Company – GE Healthcare (various positions including GE Healthcare Systems (GC)); Instrumentarium Corporation (GC).

Current external appointments:

Fiskars Corporation (NED).

 

 

  

 

  

 

  

 

 

AMANDA SOURRY

President, North America & Global Head of Customer Development

 

  

 

 

KEITH WEED

Chief Marketing & Communications Officer

 

     

 

  

 

     

Nationality British Age 54, Female

Appointed to ULE October 2015

Joined Unilever 1985

Previous Unilever posts include:

President Foods; Global Hair (EVP); Unilever UK and Ireland (EVP and Chairman); Global Spreads and Dressings (EVP); Unilever US Foods (SVP).

Current external appointments:

PVH Corp. (NED).

  

Nationality British Age 56, Male

Appointed to ULE April 2010

Joined Unilever 1983

Previous Unilever posts include:

Global Home Care and Hygiene (EVP); Lever Fabergé (Chairman); Hair and Oral Care (SVP).

Current external appointments:

Business in the Community International Board (Chairman); Business in the Community (Board member).

 

     

 

  

 

     

 

Annual Report on Form 20-F 2017   Strategic Report   5


Table of Contents

OUR PERFORMANCE

    

    

 

 

FINANCIAL PERFORMANCE

 

GROWING THE BUSINESS    2017      2016      2015  
GROUP                           

TURNOVER GROWTH

            

Turnover growth averaged 1.0% over five years

     1.9%        (1.0%)        10.0%  

UNDERLYING SALES GROWTH *

            

Underlying sales growth averaged 3.6% over five years

     3.1%^        3.7%        4.1%  

UNDERLYING VOLUME GROWTH *

            

Underlying volume growth averaged 1.5% over five years

     0.8%        0.9%        2.1%  

OPERATING MARGIN

            

Operating margin averaged 15.4% over five years

     16.5%        14.8%        14.1%  

UNDERLYING OPERATING MARGIN *

            

Underlying operating margin has steadily increased over five years from 15.1% to 17.5%

     17.5%        16.4%        15.6%  

FREE CASH FLOW *

            

Unilever has generated free cash flow of 22.0 billion over five years

     5.4  billion        4.8  billion        4.8  billion  
CATEGORIES                           

 

PERSONAL CARE

            

 

Turnover

     20.7  billion        20.2  billion        20.1  billion  
     

Turnover growth

     2.6%        0.5%        13.2%  
     

Underlying sales growth

     2.9%^        4.2%        4.1%  
     

Operating margin

     19.8%        18.4%        18.1%  
     

Underlying operating margin

     21.1%        20.0%        19.7%  

 

HOME CARE

            

 

Turnover

     10.6  billion        10.0  billion        10.2  billion  
     

Turnover growth

     5.6%        (1.5%)        10.9%  
     

Underlying sales growth

     4.4 %^        4.9%        5.9 %  
     

Operating margin

     10.8%        9.5%        7.3%  
     

Underlying operating margin

     12.2%        10.9%        8.4%  

 

FOODS

            

 

Turnover

     12.5  billion        12.5  billion        12.9  billion  
     

Turnover growth

     (0.1%)        (3.1%)        4.5%  
     

Underlying sales growth

     1.0%^        2.1%        1.5%  
     

Operating margin

     18.2%        17.4%        17.8%  
     

Underlying operating margin

     19.7%        19.1%        19.1%  

 

REFRESHMENT

            

 

Turnover

     9.9  billion        10.0  billion      10.1  billion  
     

Turnover growth

     (0.8%)        (1.1%)        10.3%  
     

Underlying sales growth

     4.9%^        3.5%        5.4 %  
     

Operating margin

     13.5%        9.7%        8.3%  
     

Underlying operating margin

     12.7%        11.1%        10.2%  

 

* 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


Table of Contents

    

    

    

 

 

UNILEVER SUSTAINABLE LIVING PLAN

 

      2017     2016     2015  
IMPROVING HEALTH & WELL-BEING         
BIG GOAL: By 2020 we will help more than a billion people take action to improve their health and well-being. See page 13          

HEALTH & HYGIENE

          
Target: By 2020 we will help more than a billion people to improve their health and hygiene. This will help reduce the incidence of life-threatening diseases like diarrhoea.      601  million       538  million f       482  million r  

NUTRITION

          
Target: By 2020 we will 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.      39%       35%       34% r  
REDUCING ENVIRONMENTAL IMPACT           
BIG GOAL: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See pages 13 and 14  

GREENHOUSE GASES

          

Target: Halve the greenhouse gas impact of our products across the lifecycle by 2030

(greenhouse gas impact per consumer use).

     9%       8%       7% q  
Target: By 2020 CO 2 emissions from energy from our factories will be at or below 2008 levels despite significantly higher volumes (reduction in CO 2 from energy per tonne of production since 2008). ** +      (47%)       (43%) f       (39%) r  

WATER

          

Target: Halve the water associated with the consumer use of our products by 2020

(water impact per consumer use).

     (2%)       (7%)       (1%) r  
Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels despite significantly higher volumes (reduction in water abstraction per tonne of production since 2008). **      (39%)       (37%) f       (37%) r  

WASTE

          

Target: Halve the waste associated with the disposal of our products by 2020

(waste impact per consumer use).

     (29%)       (28%) f       (26%) q  
Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite significantly higher volumes (reduction in total waste per tonne of production since 2008). **      (98%)       (96%) f       (97%) r  

SUSTAINABLE SOURCING

          

Target: By 2020 we will source 100% of our agricultural raw materials sustainably

(% of tonnes purchased).

     56%       51%       60%^  
ENHANCING LIVELIHOODS           
BIG GOAL: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 14  

FAIRNESS IN THE WORKPLACE

          

Target: By 2020 we will advance human rights across our operations and extended supply chain, by:

                        

•  Sourcing 100% of procurement spend from suppliers meeting the mandatory requirements of the Responsible Sourcing Policy (% of spend of suppliers meeting the Policy)

     55%       -       -  

•  Reducing workplace injuries and accidents (Total Recordable Frequency Rate of workplace accidents per million hours worked) **

     0.89       1.01 f       1.12 r  

OPPORTUNITIES FOR WOMEN

          
Target: By 2020 we will empower 5 million women, by:      1,259,000 LOGO       920,000       806,000  

•  Promoting safety for women in communities where we operate

     7,000       7,000       6,000  

•  Enhancing access to training and skills (number of women)

     1,175,000       836,000       730,000  

•  Expanding opportunities in our value chain (number of women)

     77,000       77,000       70,000  

•  Building a gender-balance organisation with a focus on management (% of managers that are women) **

     47%       46%       45%  

INCLUSIVE BUSINESS

          
Target: By 2020 we will have a positive impact on the lives of 5.5 million people by:           

•  Enabling small-scale retailers to access initiatives aiming to improve their income
(number of small-scale retailers)

     1.6  millio n LOGO       1.5  million       1.8  million  

•  Enabling smallholder farmers to access initiatives aiming to improve their agricultural practices

     716,000 LOGO       650,000       600,000  

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.
LOGO 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


Table of Contents
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 C4G’s 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 Unilever’s 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.

 

 

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OUR VALUE CREATION MODEL

    

 

 

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.

 

 

LOGO

 

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OUR STRATEGY

    

 

 

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 founder’s 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 owner’s 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

    

    

    

 

 

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DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS

    

 

 

OUR CONSUMERS

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 UNILEVER’S 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 Care’s 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 Signal’s 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 category’s strategy. Carver Korea was bought to strengthen our footprint in skin care in China, Japan and South Korea. Hourglass, a luxury colour cosmetics brand, Schmidt’s 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 Unilever’s 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. Axe’s positioning, which embraces the individuality of real, modern men, supported Unilever’s 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 UNILEVER’S 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 Care’s 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 Unilever’s joint venture to form EAC Unilever Myanmar Company Limited.

Consistent with Unilever’s 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 Care’s 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 Care’s 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.

 

 

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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 UNILEVER’S TURNOVER AND 26% OF OPERATING PROFIT.

Our two global Foods brands with turnover of 1 billion or above - Knorr and Hellmann’s – 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 Hellmann’s portfolio relaunch and Knorr’s ‘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. Hellmann’s 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 Hellmann’s ‘On the Side of Food’ and Knorr’s ‘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 Hellmann’s 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 Hellmann’s 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. Hellmann’s 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 Unilever’s highest nutritional standards, that are aligned with World Health Organization criteria. Our recently acquired businesses – Sir Kensington’s in the US and Mãe Terra in Brazil – are well aligned to our Sustainable Nutrition strategy.

Unilever’s 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 category’s strong global presence also provides critical scale, for example Hellmann’s relaunch was undertaken in more than 25 markets.

REFRESHMENT

OUR REFRESHMENT CATEGORY GENERATED TURNOVER OF 9.9 BILLION, ACCOUNTING FOR 18% OF UNILEVER’S TURNOVER AND 15% OF OPERATING PROFIT.

Refreshment includes three brands with turnover of 1 billion or above, Heartbrand (eg Wall’s), Magnum and Lipton, alongside household names including Brooke Bond and Ben & Jerry’s. Its premium positioned brands includes T2, Pure Leaf and Taj Mahal in tea, and Grom and Talenti in ice cream. Refreshment’s 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 category’s 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 & Jerry’s 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 & Jerry’s 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 Refreshment’s 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 & Jerry’s, Breyers, Brooke Bond and Lipton. Markets featuring Brooke Bond’s purpose-led advertising, centred on finding common ground over tea, grew almost three times faster than others. Our ‘I am Wall’s’ 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).

 

 

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SOCIETY AND ENVIRONMENT

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 & Jerry’s, 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, Sunlight’s 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 world’s 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 Unilever’s 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

 

 

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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 women’s 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 Unilever’s 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 world’s 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 Women’s 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.

 

 

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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 women’s 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 Unilever’s 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 world’s 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

 

Unilever’s ‘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.

 

Unilever’s 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 Unilever’s 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.

 

 

 

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OUR PEOPLE

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 Unilever’s 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 OWNER’S 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 owner’s mindset by giving them more control through a simplified organisational and reward structure. An owner’s 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 owner’s 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 Unilever’s 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 Group’s 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.

 

 

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OUR PARTNERS

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 Unilever’s values (see page 1).

SUPPLIERS

Delivering Unilever’s 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. That’s 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 ‘What’s 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 Unilever’s 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 people’s 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 world’s 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).

 

 

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OUR SHAREHOLDERS

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 Unilever’s 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 Unilever’s 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 Kensington’s), 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 world’s fastest growing organic tea brand, to continue the process of premiumising our tea portfolio. Sir Kensington’s, another acquisition during the year, is a US condiments business in the organic and naturals segment with a strong millennial consumer base that complements Unilever’s 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


Table of Contents
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


Table of Contents

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 Schmidt’s 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, Hellmann’s 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


Table of Contents

    

    

 

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, Unilever’s 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 Group’s 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 Group’s 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


Table of Contents

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


Table of Contents

    

    

 

The reconciliation of USG to changes in the GAAP measure turnover is as follows:

 

 

TOTAL GROUP    2017
vs 2016
    2016
vs 2015
 

Turnover growth (%) (a)

     1.9       (1.0

Effect of acquisitions (%)

     1.3       0.8  

Effect of disposals (%)

     (0.4     (0.2

Effect of exchange rates (%) (b)

     (2.1     (5.1

 

Underlying sales growth (%) (b)

 

  

 

 

 

 

3.1

 

 

 

 

 

 

 

 

 

3.7

 

 

 

 

PERSONAL CARE

 

   2017
vs 2016
    2016
vs 2015
 

Turnover growth (%) (a)

     2.6       0.5  

Effect of acquisitions (%)

     1.8       1.7  

Effect of disposals (%)

     (0.1     (0.3

Effect of exchange rates (%)

     (1.9     (4.9

 

Underlying sales growth (%)

 

  

 

 

 

 

2.9

 

 

 

 

 

 

 

 

 

4.2

 

 

 

 

FOODS

 

   2017
vs 2016
    2016
vs 2015
 

Turnover growth (%) (a)

     (0.1     (3.1

Effect of acquisitions (%)

     0.1        

Effect of disposals (%)

     (0.1     (0.3

Effect of exchange rates (%)

     (1.1     (4.7

 

Underlying sales growth (%)

 

  

 

 

 

 

1.0

 

 

 

 

 

 

 

 

 

2.1

 

 

 

 

HOME CARE    2017
vs 2016
    2016
vs 2015
 

Turnover growth (%) (a)

     5.6       (1.5

Effect of acquisitions (%)

     3.1       0.6  

Effect of disposals (%)

     (0.2     (0.2

Effect of exchange rates (%)

     (1.7     (6.5

 

Underlying sales growth (%)

 

  

 

 

 

 

4.4

 

 

 

 

 

 

 

 

 

4.9

 

 

 

 

REFRESHMENT    2017
vs 2016
    2016
vs 2015
 

Turnover growth (%) (a)

     (0.8     (1.1

Effect of acquisitions (%)

     0.3       0.2  

Effect of disposals (%)

     (1.7     (0.1

Effect of exchange rates (%) (b)

     (3.9     (4.6

 

Underlying sales growth (%) (b)

 

  

 

 

 

 

4.9

 

 

 

 

 

 

 

 

 

3.5

 

 

 

 

 

(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


Table of Contents

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


Table of Contents
       

    

 

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 Group’s 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


Table of Contents
RISKS   

    

 

 

OUR RISK APPETITE AND APPROACH TO RISK MANAGEMENT

Risk management is integral to Unilever’s strategy and to the achievement of Unilever’s 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 Unilever’s 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 Unilever’s 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

Unilever’s 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.

Unilever’s 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.

 

 

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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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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:

  Unilever’s considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world;
  high cash generation by Unilever’s operations;
  flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a 2-3 year horizon; and
  Unilever’s diverse product and geographical activities which are impacted by continuously evolving technology and innovation.

Taking into account Unilever’s 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 Unilever’s 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.

 

 

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RISKS CONTINUED

    

 

 

DESCRIPTION OF RISK

 

 

BRAND PREFERENCE

 

As a branded goods business, Unilever’s 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 Unilever’s 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, Unilever’s sales or margins could be materially adversely affected.

 

 

PORTFOLIO MANAGEMENT

 

Unilever’s strategic investment choices will affect the long-term growth and profits of our business.

 

Unilever’s 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.

 

Unilever’s 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 Unilever’s 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.

 

 

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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.

 

 

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RISKS CONTINUED

    

 

 

DESCRIPTION OF RISK

 

SYSTEMS AND INFORMATION

 

Unilever’s 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.

 

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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 Unilever’s credit rating, impair investor confidence and also restrict Unilever’s 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.

 

Unilever’s 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 Unilever’s corporate reputation and business results.

 

 

LEGAL AND REGULATORY

 

Compliance with laws and regulations is an essential part of Unilever’s 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 OECD’s Base Erosion & Profit Shifting project and further potential tax reform in the EU and Switzerland.

 

 

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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 Unilever’s 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 Agency’s 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 Unilever’s 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.

 

 

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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 Pureit’s 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 Hellmann’s, Flora (Becel) and Ben & Jerry’s 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 world’s 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

Unilever’s website also contains disclosures on our greenhouse gases and water USLP targets.

 

LOGO

  www.unilever.com/sustainable-living/our-sustainable-living-report-hub
 

 

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GOVERNANCE REPORT

CORPORATE GOVERNANCE

    

 

 

UNILEVER’S 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 other’s 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 NV’s and PLC’s 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.

 

  LOGO   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.

 

  LOGO   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 Unilever’s expense and details about Board and Management Committees (including the Disclosure Committee).

 

  LOGO   www.unilever.com/investor-relations/agm-and-corporate-governance/our-corporate-governance/
 

 

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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 Board’s effectiveness. The Chairman’s 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.

 

LOGO   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, Unilever’s 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 Director’s 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 NV’s Articles of Association. The power to indemnify PLC Directors is provided for in PLC’s 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


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CORPORATE GOVERNANCE CONTINUED

    

 

 

OUR SHARES

NV SHARES

SHARE CAPITAL

NV’s 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 NV’s 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 NV’s issued ordinary share capital and to disapply pre-emption rights up to 5% of NV’s 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 Unilever’s 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 Office’s 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.

 

LOGO    www.administratiekantoor-unilever.nl/eng/home
 

 

36   Governance Report    Annual Report on Form 20-F 2017


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PLC SHARES

SHARE CAPITAL

PLC’s 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 PLC’s 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 PLC’s issued ordinary share capital) and to disapply pre-emption rights up to approximately 5% of PLC’s issued ordinary share capital and an additional 5% authority only in connection with an acquisition or specified capital investment.

In addition, at PLC’s 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 PLC’s issued ordinary share capital and within the limits prescribed in the resolution until the earlier of the conclusion of PLC’s 2018 AGM and 30 June 2018. These authorities are renewed annually and authority will be sought at PLC’s 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 PLC’s 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, NV’s 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, PLC’s 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, PLC’s 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


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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 Group’s quarterly results announcements and are briefed on any issues raised by shareholders that are relevant to their responsibilities.

 

LOGO   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 NV’s 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 NV’s or PLC’s 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 PLC’s Articles of Association, PLC’s 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.

 

LOGO   www.unilever.com/investor-relations/agm-and-corporate-governance/legal-structure-and-foundation-agreements/

RIGHT TO HOLD SHARES

Unilever’s 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


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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 Code’s 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 year’s salary.

It is our policy to set the level of severance payments for Executive Directors at no more than one year’s 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 NV’s 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.

 

LOGO   www.commissiecorporategovernance.nl

 

LOGO   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 Council’s (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 FRC’s revised guidance ‘Risk management, internal control and related financial and business reporting’ (the Risk Guidance). It is Unilever’s practice to review acquired companies’ governance procedures and to align them to the Unilever Group’s 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.
 

 

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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: Unilever’s 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.

 

LOGO   www.frc.org.uk/

 

LOGO   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 NV’s 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.

 

LOGO   www.nyse.com/index

 

LOGO   www.sec.gov

All senior executives and senior financial officers have declared their understanding of and compliance with Unilever’s 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 Group’s 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 Group’s 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 ‘Management’s 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.

 

LOGO   www.unilever.com/investor-relations/agm-and-corporate-governance/our-corporate-governance/
 

 

40   Governance Report    Annual Report on Form 20-F 2017


Table of Contents

REPORT OF THE AUDIT COMMITTEE

    

    

 

 

COMMITTEE MEMBERS AND ATTENDANCE

 

   
     ATTENDANCE

 

   

John Rishton

   
   

Chair

  7 / 7
   

Nils Andersen

  7 / 7
   

Judith Hartmann

  7 / 7
   

Mary Ma (Member until April 2017)

  4 / 4
 

This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

 

 

 

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 Committee’s 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 Committee’s 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 Unilever’s financial statements;
  review of Unilever’s 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 Unilever’s 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 Committee’s 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


Table of Contents

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 Group’s 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 Unilever’s overall approach to risk management and control, and its processes, outcomes and disclosure. It reviewed:

  the Controller’s 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;
  management’s 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 Unilever’s 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 Audit’s audit plan for the year and agreed its budget and resource requirements. It reviewed interim and year-end summary reports and management’s 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 Auditor’s) 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, Unilever’s 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 management’s 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 Group’s auditors since 2014 and shareholders approved their re-appointment as the Group’s 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 Unilever’s 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 Group’s 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


Table of Contents

REPORT OF THE CORPORATE

RESPONSIBILITY COMMITTEE

    

 

 

COMMITTEE MEMBERS AND ATTENDANCE

 

   
     ATTENDANCE

 

Strive Masiyiwa (Member since April 2017)

   

Chair

  2 / 2

Louise Fresco (Member until April 2017)

  2 / 2

Laura Cha ( Member until April 2017)

  2 / 2

Youngme Moon

  4 / 4

Feike Sijbesma

  4 / 4
 
This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

 

 

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 Unilever’s conduct as a responsible global business. As the Unilever Sustainable Living Plan (USLP) is at the heart of Unilever’s 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 Unilever’s 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 Unilever’s standing in society, and to ensure that appropriate and effective communications policies are in place to support the company’s reputation.

Committee members report their findings to the Boards, thus ensuring that the Boards can fulfil their oversight responsibilities. The Committee’s 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 Unilever’s 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 Committee’s 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 Committee’s 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 Committee’s 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 Committee’s terms of reference, Unilever’s principal risks and the priorities the Committee sets itself, the Committee’s agenda covers Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s programmes seek to ensure business integrity.

Extending Unilever’s 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 UK’s 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 Unilever’s 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


Table of Contents

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 Unilever’s systems and processes remain robust.

Unilever’s 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. Unilever’s 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. Unilever’s 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 Unilever’s 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 Unilever’s 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, Unilever’s 18 Sustainable Living Brands grew 50% faster than the rest of the business and delivered more than 60% of the company’s 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 UN’s goal of staying below a 2 degree Celsius rise in temperature. These plans encompass Unilever’s 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 Unilever’s 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 Unilever’s 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. Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s reputation, as reflected in the annual GlobeScan Sustainability Leaders Survey and elsewhere. It was also briefed on Unilever’s 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 Unilever’s 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


Table of Contents

REPORT OF THE NOMINATING AND

CORPORATE GOVERNANCE COMMITTEE

    

 

 

COMMITTEE MEMBERS, MEMBERSHIP STATUS AND
ATTENDANCE

 

   
     ATTENDANCE

 

Feike Sijbesma

   

Chair

  5 / 5
   

Laura Cha

  5 / 5

Marijn Dekkers

  5 / 5
 
This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

 

 

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 Committee’s 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 Committee’s 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 Chairman’s 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 Unilever’s 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.

 

 

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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. Unilever’s 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

 

 

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DIRECTORS’ REMUNERATION REPORT

    

 

 

COMMITTEE MEMBERS AND ATTENDANCE

 

   
     ATTENDANCE

 

 

    

Ann Fudge

   

Chair

  6 / 6

Vittorio Colao

  6 / 6

Marijn Dekkers

  6 / 6

Mary Ma (Member since April 2017)

  3 / 3

Strive Masiyiwa (Member until April 2017)

  3 / 3
 

This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

 

 

LETTER FROM THE CHAIR

DEAR SHAREHOLDERS,

I am pleased to present Unilever’s 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 Unilever’s 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 Unilever’s 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 year’s 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 Unilever’s 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 owner’s mindset in everything they do.

 

 

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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 Committee’s 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:

 

LOGO

   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

 

 

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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. Unilever’s Executive Directors will:

 

1. earn annual bonus in line with Unilever’s 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 Unilever’s 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

    

%
change

 

 

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

    

%
change

 

 

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 Unilever’s 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).

 

 

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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

    

%
change

 

 

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 Unilever’s 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 CEO’s 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.

 

 

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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 Unilever’s 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 individual’s 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.

 

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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.

 

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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.

 

 

FIXED PAY

 

PURPOSE AND LINK TO STRATEGY

 

Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive alternative to the separate provision of salary, itemised benefits and pension.

 

OPERATION

 

Set by the Boards on the recommendation of the Committee and generally reviewed once a year, with any changes usually effective from 1 January (although changes may be made at any other time if the Committee considers that is appropriate).

 

Fixed pay is paid in cash and is generally paid monthly.

 

Fixed pay is set at an appropriate level to attract and retain Executive Directors of the required calibre, taking into account:

 

•  our policy generally to pay at around the median of an appropriate peer group of other global companies of a similar financial size and complexity to Unilever;*

 

•  the individual’s skills, experience and performance; and

 

•  pay and conditions across the wider organisation.

 

PERFORMANCE MEASURES

 

n/a.

  

 

OPPORTUNITY

 

Any increases will normally be in line with the range of increases awarded to other employees within the Group.

 

Increases may be above this level or applied more frequently in certain circumstances, such as:

 

•  where there is, in the Committee’s opinion, a significant change in an Executive Director’s scope or role;

 

•  where a new Executive Director has been appointed to the Boards at a rate lower than the typical market level for such a role and becomes established in the role; and

 

•  where it is considered necessary to reflect significant changes in market practice.

 

The maximum aggregate increase for the current Executive Directors during the time in which this policy applies will be no higher than 15%. This excludes the proposed increase to fixed pay rates for the CEO and CFO for 2018.

 

SUPPORTING INFORMATION

 

Base salary, fixed allowances and (for the current CEO) the supplemental pension accrual have been consolidated into fixed pay to substantially simplify the package. We have introduced a formal maximum increase into the Remuneration Policy as well as the general guidance on increases set out above.

 

*  The current peer group includes AstraZeneca, BASF, Bayer, BHP Billiton, BMW (XET), BP, British American Tobacco, BT, Carrefour, Centrica, Daimler (XET), Danone, Diageo, GlaxoSmithKline, Henkel (XET), Imperial Brands, L’Oréal, Metro, National Grid, Nestlé, Novartis, Reckitt Benckiser, Rio Tinto, Roche, Royal Dutch Shell, SABMiller, Sanofi, Siemens, Tesco, Total and Volkswagen. The peer group used for benchmarking purposes is reviewed regularly and companies are added and/or removed at the Committee’s discretion to ensure that it remains appropriate.

 

 

BENEFITS

 

PURPOSE AND LINK TO STRATEGY

 

Provides certain benefits on a cost-effective basis to aid attraction and retention of Executive Directors.

 

OPERATION

 

Benefits include provision of death, disability and medical insurance cover, directors’ liability insurance and actual tax return preparation costs. Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation.

 

In the event that Unilever were to require an existing or new Executive Director to relocate, Unilever may pay appropriate relocation allowances for a specified time period of no more than three years. This may cover costs such as (but not limited to) relocation, cost of living, housing benefit, home leave, tax and social security equalisation and education assistance.

 

In line with the commitments made to the current CEO upon recruitment, Unilever pays the social security obligation in the CEO’s country of residence to protect him against the difference between the employee social security obligations in his country of residence versus the UK.

 

Executive Directors are entitled to participate on the same terms as all UK employees in the Unilever PLC ShareBuy plan.

  

 

OPPORTUNITY

 

Based on the cost to Unilever of providing the benefit and dependent on individual circumstances.

 

Relocation allowances – the level of such benefits would be set at an appropriate level by the Committee, taking into account the circumstances of the individual and typical market practice.

 

Social security obligation in the current CEO’s country of residence dependent on earnings and rates of social security.

 

Awards under the all-employee Unilever PLC ShareBuy Plan may be up to HMRC-approved limits. The only change in the value of the current benefits (for single figure purposes) will reflect changes in the costs of providing those benefits.

 

PERFORMANCE MEASURES

 

n/a.

 

SUPPORTING INFORMATION

 

There are no changes relative to the previous remuneration policy, other than the consolidation of the supplemental pension accrual for the current CEO into fixed pay. The CEO received this accrual to compensate him for the arrangement forfeited on leaving his previous employer, which was conditional on remaining employed with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to retirement.

 

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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.

 

 

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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 Unilever’s 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 Unilever’s 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.

 

 

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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 Committee’s opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilever’s 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 Unilever’s 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 Unilever’s 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.

 

LOGO

 

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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 Unilever’s short-term performance targets and long-term business strategy objectives. Unilever’s 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.

 

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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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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.

 

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DIFFERENCES IN PAY POLICY GENERALLY

As the Chairman’s 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 ‘owner’s 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 owner’s 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 Unilever’s 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 Unilever’s 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 owner’s 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 Unilever’s 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.

 

LOGO   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 Unilever’s 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.

 

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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 Unilever’s 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 Committee’s 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 Director’s 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 Unilever’s 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 Director’s 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 Unilever’s 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 Committee’s 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.

 

 

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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 Unilever’s 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 Committee’s discretion.

 

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DIRECTORS’ REMUNERATION REPORT CONTINUED

    

 

NON-EXECUTIVE DIRECTORS

KEY ASPECTS OF UNILEVER’S 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).)

 

Unilever’s 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:

 

•  Unilever’s 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 Group’s 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 Director’s 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 Unilever’s expectation that Non-Executive Directors serve for a minimum of three years. The letters of appointment allow for Unilever to terminate a Non-Executive Director’s 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.

 

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ANNUAL REMUNERATION REPORT

The following sets out how Unilever’s 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.

 

 

LOGO   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, Unilever’s updated Remuneration Policy will be implemented with effect from the 2018 AGMs as set out below. If the updated Remuneration Policy is not approved, Unilever’s 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:

 

          LOGO
         

 

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:

 

          LOGO
         

 

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, Unilever’s 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

 

L’Oréal

 

Reckitt Benckiser

Beiersdorf

 

Danone

 

Kao

 

Nestlé

 

Shiseido

Campbell Soup

 

General Mills

 

Kellogg’s

 

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).

 

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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:

 

          LOGO
         

 

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 Committee’s 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 year’s 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.

 

 

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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
CFO (UK)

(€’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 Pitkethly’s 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).

 

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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:

 

LOGO

Further details of the annual bonus outcomes are described in the Chair Letter on page 47. The calculated pay-out for Unilever’s 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 Unilever’s 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:

 

LOGO

 

  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 Unilever’s 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:

 

LOGO

 

66   Governance Report    Annual Report on Form 20-F 2017


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(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 CFO’s award vested at a different level than the CEO’s 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 CFO’s award vested at a different level than the CEO’s 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:

 

LOGO

 

(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:

 

LOGO   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


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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:

 

  

 

 

LOGO

    

 

LOGO

    

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.

 

LOGO   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


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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 Director’s 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 individual’s 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


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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
conditional shares
at 31 December 2017

 
     Share
type
    

Original

award

   

Performance   
period   

1 January 2017 to   
31 December 2019   

    

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 Unilever’s 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.

 

LOGO   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   
period   

1 January 2017 to   
31 December 2019   

     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        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 Unilever’s 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.

 

LOGO   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


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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 year’s 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).

 

LOGO   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 Director’s spouse or partner, when they are invited by Unilever.

 

Annual Report on Form 20-F 2017   Governance Report   71


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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).

 

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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 Unilever’s 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.

 

LOGO

 

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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 CEO’s 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 CFO’s pay between 2016 and 2017, the CFO’s 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 CFO’s 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).

 

LOGO

 

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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 CFO’s pay between 2016 and 2017, the CFO’s 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 CFO’s 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.

 

LOGO

 

* 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 Committee’s 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 Committee’s revised terms of reference are contained within ‘The Governance of Unilever’, and are also set out on our website.

 

LOGO

   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.

 

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DIRECTORS’ REMUNERATION REPORT CONTINUED

    

 

ADVISERS

While it is the Committee’s 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.

 

LOGO

  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.

 

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FINANCIAL STATEMENTS

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 PLC’s 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 PLC’s 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 Group’s 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 Group’s 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 Unilever’s principal risk factors and to pages 28 to 31 for commentary on the Group’s approach to risk management and control.

 

 

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INDEPENDENT AUDITORS’ REPORTS

    

 

 

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 Group’s 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 Group’s 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 Schmidt’s 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 Group’s internal control over financial reporting as of 31 December 2017, Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidt’s Naturals’ internal control over financial reporting associated with approximately 7.8% of Unilever Group’s total assets as at 31 December 2017 and approximately 0.17% of Unilever Group’s 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 Schmidt’s Naturals.

BASIS FOR OPINION

The Unilever Group’s 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 Management’s 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 Group’s Consolidated Financial Statements and an opinion on the Unilever Group’s 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 company’s 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 company’s 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 company’s 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

 

 

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CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

    

 

 

CONSOLIDATED INCOME STATEMENT

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


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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


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CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

 

CONSOLIDATED BALANCE SHEET

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


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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
and associates

           (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


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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 Group’s 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


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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 Group’s 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


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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 Group’s 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


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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


Table of Contents

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
Refresh-

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 Group’s reportable segments are immaterial and are carried out on an arm’s 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


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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 Group’s 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 Group’s geographical regions are immaterial and are carried out on an arm’s length basis.

 

Annual Report on Form 20-F 2017   Financial Statements   95


Table of Contents

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


Table of Contents

    

    

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


Table of Contents

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 company’s 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 Group’s 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 plan’s 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 company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.

INVESTMENT STRATEGY

The Group’s 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 Unilever’s 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
benefit plans

           Defined benefit
pension plans
    

Other

post-employment
benefit plans

 

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


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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
(where provided)

  3.0%   3.1%   1.7%   1.7%

Rate of increase for pensions in deferment
(where provided)

  3.0%   3.1%   1.7%   1.7%

Number of years a current pensioner is
expected to live beyond age 65:

       

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 member’s 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 Society’s 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


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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


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4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED

 

Movements in liabilities during the year:

 

          UK         Netherlands         Rest of
world
   

    € million
2017

Total

        UK         Netherlands         Rest of
world
   

      million
2016

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
2016

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


Table of Contents

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


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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 Group’s 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, Unilever’s 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 Unilever’s 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
shares

   

2015

Number of
shares

 

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


Table of Contents

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 Group’s 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 Group’s 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


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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 Group’s 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


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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


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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
(charge)/
credit

2017

   

After

tax

2017

   

Before

tax

2016

   

Tax
(charge)/
credit

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


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

 

8. DIVIDENDS ON ORDINARY CAPITAL

 

Dividends are recognised on the date that the shareholder’s 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 Group’s 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


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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 Hellmann’s 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 Unilever’s cash generating units for the purposes of impairment testing. The assets acquired in business combinations are also assessed to determine the impact on the Group’s 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 Unilever’s 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


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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


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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    2–20 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 asset’s or cash generating unit’s 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


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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 Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation.

Where the Group’s 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


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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 Group’s 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


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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


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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 Group’s 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 Group’s use of, and accounting for, derivative instruments is explained in note 16 on page 121 and on pages 125 to 126.

The Group’s 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 Group’s operations, M&A activity and external dividend payments (see below);
  protect the Group’s 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 Group’s financial investments, while maximising returns (see note 17).

The Treasury department provides central deposit taking, funding and foreign exchange management services for the Group’s 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


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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 management’s 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


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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

 

               € million                 million                 million  
     Total     Total     Total  
      2017     2016     2015  

Fair value reserves

     (189     (113     (98
   

Cash flow hedges

     (236     (168     (174

Available-for-sale financial assets

     47       55       76  

Currency retranslation of group companies - see following table

     (3,927     (3,034     (3,285

Adjustment on translation of PLC’s ordinary capital at 3 1 / 9 p = 0.16

     (164     (164     (164

Capital redemption reserve

     32       32       32  

Book value of treasury shares - see following table

     (9,208     (4,164     (4,119

Other (a)

     (177     -       (182
       (13,633     (7,443     (7,816

 

(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


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

15B. EQUITY CONTINUED

 

               € million                 million  
Treasury shares – movements during the year    2017     2016  

1 January

     (4,164     (4,119

Repurchase of shares (see note 24)

     (5,014     -  

Other purchases and utilisations

     (30     (45

31 December

     (9,208     (4,164
     € million     million  
Currency retranslation reserve – movements during the year    2017     2016  

1 January

     (3,034     (3,285

Currency retranslation during the year

     (50     599  

Movement in net investment hedges and exchange differences in net investments in foreign operations

     (909     (365

Recycled to income statement

     66       17  

31 December

     (3,927     (3,034
STATEMENT OF COMPREHENSIVE INCOME: OTHER COMPREHENSIVE INCOME RECONCILIATION     
               € million                million  
Fair value gains/(losses) on financial instruments – movement during the year    2017     2016  

1 January

     (113     (98

Cash flow hedges

     (68     6  

Available for sale financial assets

     (8     (21

31 December

     (189     (113

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


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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


Table of Contents

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


Table of Contents

    

    

    

 

 

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 Group’s 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 Group’s 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 Group’s credit rating, impair investor confidence and also restrict the Group’s 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


Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

16A. MANAGEMENT OF LIQUIDITY RISK CONTINUED

 

The following table shows Unilever’s 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


Table of Contents

    

    

    

 

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

Unilever’s 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 Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s 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 Group’s 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.

 

     

POTENTIAL IMPACT OF RISK

 

 

 

MANAGEMENT POLICY AND

HEDGING STRATEGY

 

  

SENSITIVITY TO THE RISK

 

     

 

(I) COMMODITY PRICE RISK

The Group is exposed to the risk of changes in commodity prices in relation to its purchase of certain raw materials.

 

At 31 December 2017, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at 382 million (2016: 441 million).

 

 

    

The Group uses commodity forward contracts to hedge against this risk. All commodity forward contracts hedge future purchases of raw materials and the contracts are settled either in cash or by physical delivery.

 

Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity forward contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Supply Chain Officer (CSCO).

 

  

 

    

A 10% increase in commodity prices as at 31 December 2017 would have led to a 38 million gain on the commodity derivatives in the cash flow hedge reserve (2016: 46 million gain in the cash flow hedge reserve). A decrease of 10% in commodity prices on a full-year basis would have the equal but opposite effect.

     

 

(II) CURRENCY RISK

Currency risk on sales, purchases and borrowings

Because of Unilever’s global reach, it is subject to the risk that changes in foreign currency values impact the Group’s sales, purchases and borrowings.

 

At 31 December 2017, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to 45 million (2016: 76 million).

 

 

    

The Group manages currency exposures within prescribed limits, mainly through the use of forward foreign currency exchange contracts.

 

Operating companies manage foreign exchange exposures within prescribed limits. Local compliance is monitored centrally.

 

Exchange risks related to the principal amounts of the US$ and Swiss franc denominated debt either form part of hedging relationships themselves, or are hedged through forward contracts.

 

The aim of the Group’s approach to management of currency risk is to leave the Group with no material residual risk. This aim has been achieved in all years presented.

 

  

 

    

As an estimation of the approximate impact of the residual risk, with respect to financial instruments, the Group has calculated the impact of a 10% change in exchange rates.

 

Impact on income statement

A 10% strengthening of the euro against key currencies to which the Group is exposed would have led to approximately an additional 5 million gain in the income statement (2016: 7 million gain). A 10% weakening of the euro against these currencies would have led to an equal but opposite effect.

 

Annual Report on Form 20-F 2017   Financial Statements   123


Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

16B. MANAGEMENT OF MARKET RISK CONTINUED

 

     

POTENTIAL IMPACT OF RISK

 

 

 

MANAGEMENT POLICY AND HEDGING STRATEGY

 

 

SENSITIVITY TO THE RISK

 

     

 

Currency risk on the Group’s net investments

The Group is also subject to exchange risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements.

 

These net investments include Group financial loans, which are monetary items that form part of our net investment in foreign operations, of 7.3 billion (2016: 7.9 billion), of which 3.4 billion (2016: 3.5 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves.

 

Part of the currency exposure on the Group’s investments is also managed using US$ and Swiss franc net investment hedges with a nominal value of 3.9 billion (2016: 3.5 billion) for US$ and (1.1) billion (2016: (0.9)) for Swiss francs.

 

At 31 December 2017, the net exposure of the net investments in foreign currencies amounts to 16.2 billion (2016: 11.1 billion).

 

 

Unilever aims to minimise this foreign investment exchange exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions.

 

Where the residual risk from these countries exceeds prescribed limits, Treasury may decide on a case-by-case basis to actively hedge the exposure. This is done either through additional borrowings in the related currency, or through the use of forward foreign exchange contracts.

 

Where local currency borrowings, or forward contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes.

 

 

Impact on equity – trade-related cash flow hedges

A 10% strengthening of the euro against other currencies would have led to a 191 million (2016: 17 million) loss (of which 139 million loss would relate to strengthening against US Dollar (2016: 51 million loss would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied. A 10% weakening of the euro against other currencies would have led to a 210 million (2016: 19 million) gain (out of which 152 million gain would relate to strengthening against US Dollar (2016: 56 million gain would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied.

 

Impact on equity – net investment hedges

A 10% strengthening of the euro against other currencies would have led to a 251 million (2016: 242 million) loss on the net investment hedges used to manage the currency exposure on the Group’s investments. A 10% weakening of the euro against other currencies would have led to a 277 million (2016: 295 million) gain on the net investment hedges used to manage the currency exposure on the Group’s investments.

 

Impact on equity – net investments in group companies

A 10% strengthening of the euro against all other currencies would have led to a 1,472 million negative retranslation effect (2016: 1,008 million negative retranslation effect). A 10% weakening of the euro against those currencies would have led to a 1,619 million positive retranslation effect (2016: 1,232 million positive retranslation effect). In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity.

 

     

 

(III) INTEREST RATE RISK (a)

The Group is exposed to market interest rate fluctuations on its 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. The Group’s ability to manage interest costs also has an impact on reported results.

 

Taking into account the impact of interest rate swaps, at 31 December 2017, interest rates were fixed on approximately 76% of the expected net debt for 2018, and 63% for 2019 (81% for 2017 and 71% for 2018 at 31 December 2016).

 

For interest management purposes, transactions with a maturity shorter than six months from inception date are not included as fixed interest transactions.

 

The average interest rate on short-term borrowings in 2017 was 0.9% (2016: 0.9%).

 

 

    

Unilever’s interest rate management approach aims for an optimal balance between fixed and floating-rate interest rate exposures on expected net debt. The objective of this approach is to minimise annual interest costs after tax and to reduce volatility.

 

This is achieved either by issuing fixed or floating-rate long-term debt, or by modifying interest rate exposure through the use of interest rate swaps.

 

Furthermore, Unilever has interest rate swaps for which cash flow hedge accounting is applied.

 

 

    

Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2017 would have led to an additional 41million of finance costs (2016: 11 million additional finance costs). A 1.0 percentage point decrease in floating interest rates on a full-year basis would have an equal but opposite effect.

 

Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2017 would have led to an additional 23 million credit in equity from derivatives in cash flow hedge relationships (2016: 1 million debit). A 1.0 percentage point decrease in floating interest rates on a full-year basis would have led to an additional 28 million debit in equity from derivatives in cash flow hedge relationships (2016: 1 million credit).

 

(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


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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
receivables

     Financial
assets
         

Trade

Payables

and other
liabilities

     Current
financial
liabilities
   

Non-

current
financial
liabilities

          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


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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.

 

                      Related amounts not set        
                      off in the balance sheet        
    € million     € million     € million     € million     € million     € million  
          Gross amounts of                          
          recognised     Net amounts of                    
    Gross amounts     financial assets     financial assets           Cash        
    of recognised     set off in the     presented in the     Financial     collateral        
As at 31 December 2017   financial assets     balance sheet     balance sheet     instruments     received     Net amount  

Derivative financial assets

    276       (103     173       (108     (6     59  

As at 31 December 2016

                                               

Derivative financial assets

    400       (174     226       (147     -       79  

 

(B) FINANCIAL LIABILITIES

 
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.  
                     

 

Related amounts not set

       
                      off in the balance sheet        
    € million     € million     € million     € million     € million     € million  
          Gross amounts of                          
          recognised     Net amounts of                    
    Gross amounts     financial liabilities     financial liabilities           Cash        
    of recognised     set off in the     presented in the     Financial     collateral        
As at 31 December 2017   financial liabilities     balance sheet     balance sheet     instruments     pledged     Net amount  

Derivative financial liabilities

    637       (103     534       (108     -       426  

As at 31 December 2016

                                               

Derivative financial liabilities

    505       (174     331       (147     -       184  

 

 

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


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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 Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is the same as the carrying amount for 2017 and 2016. The Group’s 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


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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 Group’s 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 Group’s 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 Group’s treasury department. Netting agreements are also put in place with Unilever’s 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 Group’s credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s 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 Group’s balance sheet.

Further details in relation to the Group’s 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


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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


Table of Contents

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 arm’s 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


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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.

 

             € million              € million              € million               million              million              million  
Long-term finance lease commitments    Future
minimum
lease
payments
2017
    

Finance
Cost

2017

    

Present

value

2017

     Future
minimum
lease
payments
2016
   

Finance

cost

2016

   

Present

value

2016

 

Buildings (a)

     195        75        120        202       75       127  

Plant and machinery

     11        -        11        18       2       16  
     206        75        131        220       77       143  

The commitments fall due as follows:

               

Within 1 year

     20        9        11        24       15       9  

Later than 1 year but not later than 5 years

     68        23        45        69       28       41  

Later than 5 years

     118        43        75        127       34       93  
       206        75        131        220       77       143  

 

(a)  All leased land is classified as operating leases.

 

 

The table below shows the net book value of property, plant and equipment under a number of finance lease agreements.

 

 
                                  € million             € million             € million  
Net book value                            Buildings    

Plant and

equipment

    Total  

Cost

              206       125       331  

Accumulated depreciation

 

     (84     (108     (192

31 December 2017

                                122       17       139  

Cost

              211       134       345  

Accumulated depreciation

 

     (79     (115     (194

31 December 2016

                                132       19       151  

 

The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of 29 million (2016: 31 million) are
expected to be received.

 

 
                                € million      million  
Long-term operating lease commitments             2017     2016  

Land and buildings

                1,885       2,149  

Plant and machinery

                569       692  
                                          2,454       2,841  
                   € million       million     € million      million  
Operating lease and other commitments fall due as follows:             

Operating
leases

2017

    

Operating
leases

2016

    Other
commitments
2017
   

Other
commitments

2016

 

Within 1 year

           418        457       1,274       1,204  

Later than 1 year but not later than 5 years

 

     1,250        1,393       935       1,231  

Later than 5 years

           786        991       31       30  
                         2,454        2,841       2,240       2,465  

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


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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 Group’s 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 Group’s 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


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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 Kensington’s, a condiment maker. Kensington’s 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 Schmidt’s Naturals, a personal care company. Schmidt’s 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 Remgro’s 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 Can’t believe It’s 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


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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 Unilever’s 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


Table of Contents

    

    

    

 

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


Table of Contents

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 Group’s 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


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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 Group’s 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 Group’s 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 Group’s 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


Table of Contents

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 Group’s 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

 

 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Algeria - Zone Industrielle Hassi Ameur Oran 31000  

Unilever Algérie SPA (72.50)

  72.50/0   DZD   1,000.00  

Argentina - Tucumán 1, Piso 4°, Cdad. de Buenos Aires

   

Arisco S.A.

  64.55/35.45   ARA   1.00  

UNILEVER DE ARGENTINA S.A.

  64.55/35.45   ARA   1.00  

S.A.G.R.A. S.A. (98)

  63.26/34.74   ARA   1.00  

Argentina - Mendoza km 7/8 – Pocitos, San Juan

   

Helket S.A.

  64.55/35.45   ARA   1.00  

Australia - Level 17, 2-26 Park Street, Sydney, NSW 2000

   

Ben & Jerry’s Franchising Australia Limited

  0/100   AUD   1.00  

Tea Too Pty Limited

  0/100   AUD   1.00  

TIGI Australia Pty Limited

  0/100   AUD   1.00  
  0/100   AUD   1.00  

Unilever Australia (Holdings) Pty Limited

  0/100   AUD   1.00  

Unilever Australia Group Partnership

  0/100      

Unilever Australia Group Pty Limited

  0/100   AUD   2.00  

Unilever Australia Limited

  0/100   AUD   1.00  

Unilever Australia Supply Services Limited

  0/100   AUD   1.00  

Unilever Australia Trading Limited

  0/100   AUD   1.00  

Australia - 111 Chandos Street, Crows Nest, NSW 2065

   

Dermalogica Holdings Pty Limited

  0/100   AUD   1.00  

Dermalogica Pty Limited

  0/100   AUD   2.00  

DLA Piper Australia, Level 38, 201 Elizabeth Street, Sydney, NSW 2000

   

Dollar Shave Club Australia Pty Limited

  55.40/44.60   AUD   1.00  

Austria -Stella-Klein-Löw Weg 13, 1023 Wien

   

Delico Handels GmbH

  100/0   EUR   36,337.00  

Kuner Nahrungsmittel GmbH

  100/0   EUR   36,336.00  

TIGI Handels GmbH

  100/0   EUR   36,336.00  

ULPC Handels GmbH

  100/0   EUR   218,019.00  

Unilever Austria GmbH

  100/0   EUR   10,000,000.00  

Unilever BCS Austria GmbH

  55.40/44.60   EUR   35,000.00  

Bangladesh - 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong

   

Unilever Bangladesh Limited (60.75)

  0/60.75   BDT   100.00  

Belgium - Rond-Point Schuman, 6 Box 5, 1040 Ettebeek

   

Intuiskin SPRL

  100/0   EUR   185.50  

Belgium - Humaniteitslaan 292, 1190 Brussels

   

Unilever BCS Belgium NV /SA

  55.40/44.60                   No Par Value  

UNILEVER BELGIUM NV/SA

  100/0                   No Par Value  

Unilever Belgium Services SA/NV

  100/0                   No Par Value  

Unilever Lipton Tea NV/SA

  100/0                   No Par Value  

Bolivia - Av. Blanco Galindo Km. 10.4 Cochabamba

   

Unilever Andina Bolivia S.A.

  100/0   BOB   10.00  

Brazil - Rua Caio Prado, 267 – Room 13, São Paulo/SP

   

Alberto-Culver do Brasil Cosmeticos Limitada

  55.40/44.60   BRL   1.00  

Brazil - São Paulo, Estado de São Paulo, na Rua Pedroso Alvarenga, 1046, sala 147, Itaim Bibi, CEP 04531-004

   

Euphoria Ice Cream Comercio de Alimentos Limitada

  64.55/35.45   BRL   1.00  

Brazil - Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE

   

Cicanorte Industria de Conservas Alimenticas S.A.

  64.55/35.45   BRL   2.80  

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 19 – São Paulo/SP

   

RGG – Comércio E Representações

  64.55/35.45   BRL   1.00  

De Produtos De Higiene Pessoal Limitada

       

Brazil - Rua Pedroso Alvarenga, 1046, Suit 146, Itaim Bibi, Sao Paulo

   

Sorvete Escola Comercio de Alimentos Limitada

  64.55/35.45   BRL   1.00  

Brazil - Av. Dr. Cardoso de Melo, nº 1855, Room A, Suite 152, 15th floor, Vila Olímpia, São Paulo/SP CEP 04548-005.

   

E-UB Comércio Ltda

  64.55/35.45   BRL   1.00  

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 21 – São Paulo/SP

   

UBA 2 – Comércio e Representação de Alimentos Limitada

  64.55/35.45   BRL   1.00  

Name of

Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 24 – São Paulo/SP    
UBI 2 – Comercio de Alimentos Limitada   64.55/35.45   BRL   1.00  
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 28 – São Paulo/SP    
UBI 4 – Comércio de Alimentos Limitada   64.55/35.45   BRL   1.00  
Brazil - Rod. BR 232, s/n, km. 13 – Jaboatão dos Guararapes/PE    
Unilever Brasil Gelados do Nordeste S.A.   64.55/35.45                   No Par Value  
  64.55/35.45                   No Par Value  
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 9th floor, Zip Code 04543-011, São Paulo/SP    
Unilever Brasil Gelados Limitada   64.55/35.45   BRL   1.00  
Brazil - Av. Presidente Juscelino Kubitschek, 1.309, 1 st E 2 nd Floors from 4 th Floor to 8 th Floor and from 10 th Floor to 14 th Floor, Vila Nova Conceicão, São Paulo/SP    
UNILEVER BRASIL LIMITADA   64.55/35.45   BRL   1.00  
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 3 rd Floor, São Paulo/SP    
Unilever Brasil Industrial Limitada   64.55/35.45   BRL   1.00  
Brazil - Av. Escola Politécnica, 760, 2º Floor – Room 6 – São Paulo/SP    
UP! Alimentos Limitada (50)   32.28/17.72   BRL   1.00  
Brazil - Av. Marechal Floriano, 19 – Room 1001 Part – Rio de Janeiro/RJ    
Veritas do Brazil Limitada (99)   63.90/35.10   BRL   1.00  
Brazil – Rua Sabiá, 45, Jardim Marieta, Osasco/SP    
SOLO ATS Participações do Brasil S.A   64.55/35.45                   No Par Value  
Mãe Terra Produtos Naturais Ltda.   64.55/35.45   BRL   1.00  
Bulgaria - City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1    
Unilever BCS Bulgaria EOOD   55.40/44.60   BGN   1,000.00  
Unilever Bulgaria EOOD   100/0   BGN   1,000.00  
Cambodia - No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital    
Unilever (Cambodia) Limited   100/0   KHR   20,000.00  
Canada - 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7    
Dermalogica Canada Limited   0/100                   No Par Value  
Canada - P.O. Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5    
Dollar Shave Club Canada, Inc   55.40/44.60   CAD   0.01  
Canada -195 Belfield Road, Rexdale, Toronto, Ontario M9W 1G9    
Rexdale Property Inc.   55.40/44.60                   No Par Value  
Unilever BCS Canada Inc.   55.40/44.60                   No Par Value  
Canada -800-885 West Georgia Street, Vancouver BC V6C 3H1    
Seventh Generation Family & Home ULC   55.40/44.60                   No Par Value  
Canada - 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2    
4012208 Canada Inc.   64.54/35.46   No Par Value    
Canada - 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2    
Unilever Canada Inc.   64.54/35.46                   No Par Value  
  64.54/35.46                   No Par Value  
  0/100                   No Par Value   10 
  64.54/35.46                   No Par Value   11 
  64.54/35.46                   No Par Value   12 
Canada - Lawson Lundell LLP, 925 W Georgia St, Vancouver, BC V6C 3L2    
Hourglass Cosmetics Canada Limited   55.40/44.60                   No Par Value  
Cayman Islands - Walker Nominees Limited, 190 Elgin Ave, Georgetown, GC KY1-9001    
Personal Care Marketing & Technology Inc   55.40/44.60   KYD   1.00  
Chile- Av. Carrascal N°3351, Quinta Normal, Santiago    
UNILEVER CHILE LIMITADA   64.55/35.45       13 
Unilever Chile SCC Limitada   64.55/35.45       13 
China – 10th floor No.398, North Cao Xi Road, Xuhui District, Shanghai    
Blueair Shanghai Sales Co. Limited   100/0   RMB   1,000,000  
China - 298, Seaside Avenue, Hangzhou Bay New Zone    
Ningbo Qinyuan Marketing Services Co. Limited (67.71)   67.71/0   CNY   1.00  
China - 358, Ci Yi Road, Hangzhou Bay New Zone    
Ningbo Qinyuan Water Equipment Co. Limited (67.71)   67.71/0   CNY   1.00  
China - Seaside Avenue, Cixi Econimce and Technical Development Zone (Hangzhou Bay New Zone)    
Qinyuan Group Co. Limited (67.71)   67.71/0   CNY   1.00  
 

 

138   Financial Statements    Annual Report on Form 20-F 2017


Table of Contents

    

    

    

 

 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

China - Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing Town, Jinsham District, Shanghai 201100

 

Shanghai Qinyuan Environment Protection Technology Co. Limited (67.71)

  67.71/0   CNY   1.00  

China - No.33 North Fuquan Road, Shanghai, 200335

 

Unilever (China) Investing Company Limited

  100/0   USD   1.00  

China -88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Hefei, 230601

 

Unilever (China) Limited

  100/0   USD   1.00  

UNILEVER SERVICES (HEFEI) CO. LIMITED

  100/0   CNY   1.00  

China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin

 

Unilever (Tianjin) Company Limited

  100/0   USD   1.00  

China - 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai

 

Unilever Foods (China) Co. Limited

  100/0   USD   1.00  

China - No. 1 Unilever Avenue, Pengshan Country, Sichuan Province 610016

 

Unilever (Sichuan) Company Limited

  100/0   USD   1.00  

China - No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076

 

Walls (China) Co. Limited

  100/0   USD   1.00  

China - 358, Ci Yi Road, Hangzhou Bay New Zone

 

Zhejiang Qinyuan Water Treatment Technology Co. Limited (67.71)

  67.71/0   CNY   1.00  

China - Unit 1A, Building B5, Zhaoshangju Guangming Science and Technology Park, Guanguang Road, Guangming New District, Shenzhen City

 

Blueair Technology (Shenzen) Co. Limited

  100/0   CNY   1.00  

China – Room 306, Xinmao Building, No.2 South Tainana Road, Shanghai Free Trade Zone

 

Unilever Trading (Shanghai) Co. Ltd

  100/0   RMB   2,000,000  

Colombia - Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá

 

Unilever Colombia SCC S.A.S.

  100/0   COP   100.00  

Unilever Andina Colombia Limitada

  100/0   COP   100.00  

Costa Rica - La Asunción de Belén, Planta Industrial Lizano, Autopista Bernardo Soto

 

Unilever de Centroamerica S.A.

  100/0   CRC   1.00  

Costa Rica - Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte

 

UL Costa Rica SCC S.A.

  100/0   CRC   1000.00  

Cote D’Ivoire -01 BP 1751 Abidjan 01, Boulevard de Vridi

 

Unilever-Cote D’Ivoire (89.98)

  0/ 89.98   XOF   5,000.00  

Cote D’Ivoire - Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26

 

Unilever Afrique de l’Ouest

  0/100   XOF   10,000.00  

Croatia - Strojarska cesta 20, 10000 Zagreb

 

Unilever Hrvatska d.o.o.

  100/0   HRK   1.00  

Cuba - Zona Especial de Desarrollo Mariel, Provincia Artemisa

 

Unilever Suchel, S.A. (60)

  60/0   USD   1,000.00  

Cyprus - Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia

 

Unilever Tseriotis Cyprus Limited (84)

  0/ 84   EUR   1.00  

Czech Republic - Rohanské nábřeží 670/17, Karlín, Praha 8, 186 00

 

Unilever BCS ČR, spol. s r.o.

  55.40/44.60   CZK   100,000.00  

Unilever ČR, spol. s r.o.

  0/100   CZK   210,000.00  

Denmark - Ørestads Boulevard 73, 2300 København S

 

Unilever BCS Danmark A/S

  55.40/44.60   DKK   1,000.00  

Unilever Danmark A/S

  100/0   DKK   1,000.00  

Denmark - Petersmindevej 30, 5000 Odense C

 

Unilever Produktion ApS

  100/0   DKK   100.00  

Djibouti-Haramous, BP 169

   

Unilever Djibouti FZCO Limited

  0/100   USD   20.00  

Dominican Republic - Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo

 

Unilever Caribe, S.A.

  100/0   DOP   1,000.00  

Ecuador - Km 25 Vía a Daule, Guayaquil

   

Unilever Andina Ecuador S.A.

  100/0   USD   1.00  

Egypt- Bourg El-Arab City, Alexandria1

   

Fine Tea Co (SAE)

  0/100   EGP   2.00  

Unilever Mashreq – Foods (SAE)

  0/100   EGP   20.00  

Egypt - 6th of October City, 4th Industrial Zone, Piece Number 68, Giza

 

Unilever Mashreq – Home Care (SAE)

  0/100   EGP   2.00  

Unilever Mashreq – Personal Care (SAE)

  0/100   EGP   10.00  

Egypt - 14th May Bridge, Ezbet Hegazy, Alexandria

   

Unilever Mashreq International Company

  0/100   USD   1,000.00  

Egypt - Industrial Zone – 14th May Bridge, Smouha, Alexandria

 

Unilever Mashreq Trading LLC (60)

  0/60   EGP   10.00  

Egypt - Bourg El-Arab City, 1st Industrial Zone, Block 11, Piece Number 5, Alexandria

 

Unilever Mashreq – Tea (SAE)

  0/100   EGP   100.00  

Egypt – Flat no.4, third floor, building no. 78, Tereat Al Mariouteyya street, Faisal Al Haram, Gizah

   
   

Unilever Mashreq for Import and Export LLC

  0/100   EGP   100.00  

El Salvador - Nivel 19 Edificio Torre Futura, 87 av. Norte y calle El Mirador, Colonia Escalón, San Salvador

 

Unilever El Salvador SCC S.A. de C.V.

  100/0   USD   1.00  

Unilever de Centro America S.A.

  100/0   USD   1.00  

England and Wales - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY

 

Accantia Group Holdings

  5.61/94.39   GBP   0.01  

(unlimited company)

       

Alberto-Culver (Europe) Limited

  55.40/44.60   GBP   1.00  
 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Alberto-Culver Group Limited

  55.40/44.60   GBP   1.00  

Alberto-Culver UK Holdings Limited

  55.40/44.60   GBP   1.00  

Alberto-Culver UK Products Limited

  55.40/44.60   GBP   1.00  
  55.40/44.60   GBP   5.00   14 

Associated Enterprises Limited°

  0/100   GBP   1.00  

BBG Investments (France) Limited

  0/100   GBP   1.00  

Brooke Bond Assam Estates Limited

  0/100   GBP   1.00  

Brooke Bond Group Limited°

  0/100   GBP   0.25  

Brooke Bond South India Estates Limited°

  0/100   GBP   1.00  
  0/100   GBP   1.00   15 

CPC (UK) Pension Trust Limited

  0/100       16 

Hourglass Cosmetics UK Limited

  55.40/44.60   GBP   1.00  

Margarine Union (1930) Limited°

  0/100   GBP   1.00  
  0/100   GBP   0.01   17 
  0/100   GBP   1.00   18 
  0/100   GBP   1.00   68 
  0/100   GBP   1.00   69 

MBUK Trading Limited

  0/100   GBP   1.00  

Mixhold Investments Limited

  0/100   GBP   1.00  

Murad Europe Limited

  0/100   GBP   1.00  

Pukka Herbs Limited

  0/100   GBP   0.01  
  0/100   GBP   0.01  

TIGI Limited

  0/100   GBP   1.00  

Toni & Guy Products Limited°

  0/100   GBP   0.001  

UAC International Limited

  0/100   GBP   1.00  

UML Limited

  0/100   GBP   1.00  

Unidis Forty Nine Limited

  0/100   GBP   1.00  

Unilever Australia Investments Limited

  0/100   AUD   10.00  
  0/100   GBP   1.00  

Unilever Australia Partnership Limited

  0/100   AUD   10.00  
  0/100   GBP   1.00  

Unilever Australia Services Limited

  0/100   AUD   10.00  
  0/100   GBP   1.00  

UNILEVER BCS LIMITED

  55.40/44.60   GBP   1.00  

Unilever BCS UK Limited°

  55.40/44.60   GBP   1.00  
  0/100   GBP   1.00   19 

Unilever BCS UK Services Limited°

  55.40/44.60   GBP   1.00  
  0/100   GBP   1.00   19 

Unilever Company for Industrial Development Limited

  0/100   GBP   1.00  

Unilever Company for Regional Marketing and Research Limited

  0/100   GBP   1.00  

Unilever Corporate Holdings Limited°

  0/100   GBP   1.00  

Unilever Employee Benefit Trustees Limited

  0/100   GBP   1.00  

Unilever S.K. Holdings Limited

  0/100   GBP   1.00  

Unilever Innovations Limited

  0/100   GBP   0.10  
  0/100   GBP   1.00   20 

Unilever Overseas Holdings Limited°

  0/100   GBP   1.00  

Unilever Superannuation Trustees Limited

  0/100   GBP   1.00  

Unilever U.K. Central Resources Limited

  0/100   GBP   1.00  

UNILEVER U.K. HOLDINGS LIMITED°

  0/100   GBP   1.00  

UNILEVER UK & CN HOLDINGS LIMITED

  0/100   GBP   1.00  
  0/100   GBP   1.00  
  0/100   GBP   10.00   23 
  0/100   GBP   10.00   24 

Unilever UK Group Limited

  49.86/50.14   GBP   1.00  
  1.67/98.33   GBP   1.00  
  5.61/94.39   GBP   1.00   21 

Unilever US Investments Limited°

  0/100   GBP   1.00  

United Holdings Limited°

  0/100   GBP   1.00  
  99.67/0.33   GBP   500.00   22 

England and Wales - Unilever House, Springfield Drive, Leatherhead, KT22 7GR

 

Alberto-Culver Company (U.K.) Limited

  5.61/94.39   GBP   1.00  

TIGI International Limited

  0/100   GBP   1.00  

Unilever Pension Trust Limited

  0/100   GBP   1.00  

UNILEVER UK LIMITED

  5.61/94.39   GBP   1.00  

Unilever UK Pension Fund Trustees Limited

  0/100   GBP   1.00  

USF Nominees Limited

  0/100   GBP   1.00  

England and Wales - The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking, KT22 8JB

 

Dermalogica (UK) Limited

  0/100   GBP   1.00  

England and Wales - 16 Great Queen Street, Covent Garden, London, WC2B 5AH

 

Intuiskin Limited (In Liquidation)

  100/0   GBP   1.00  

England and Wales - 1st Floor, 16 Charles II Street, London, SW1Y 4QU

 

REN Limited

  0/100   GBP   1.00  

Unilever Ventures III Limited Partnership (86.25)

  57.50/28.75      

England and Wales – The Edison, 223-231 Old Marylebone Road, London, NW1 5QT

 

REN Skincare Limited

  0/100   GBP   1.00  

England and Wales – 1 More Place, London, SE1 2AF

 

Accantia Health and Beauty Limited (In Liquidation)

  0/100   GBP   0.25  

Simple Toiletries Limited (In Liquidation)

  0/100   GBP   1.00  

Unidis Nineteen Limited (In Liquidation)

  0/100   GBP   1.00  
 

 

Annual Report on Form 20-F 2017   Financial Statements   139


Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Unilever Bestfoods UK Limited (In Liquidation) 

  0/100   GBP   1.00  

England and Wales – 5th floor, 6 St Andrew Street, London, EC4A 3AE,  

Unilever Ventures Limited

  0/100   GBP   1.00  

Estonia - Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216

   

Unilever Eesti AS

  100/0   EUR   6.30  

Ethiopia - Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa

 

Unilever Manufacturing PLC

  0/100   ETB   1,000.00  

Finland - Post Box 254, 00101 Helsinki

       

Unilever Finland Oy

  100/0   EUR   16.82  

Unilever Ingman Production Oy

  100/0   EUR   1.00  

Finland - Roineentie 10, 00510 Helsinki

       

Unilever Spreads Finland Oy

  55.40/44.60   EUR   1,250.00  

France - 20, rue des Deux Gares, 92500, Rueil-Malmaison

   

Alsa France S.A.S. (99.99)

  64.54/35.45   No Par Value  

Bestfoods France Industries S.A.S. (99.99)

  64.54/35.45   No Par Value  

Cogesal-Miko S.A.S. (99.99)

  64.54/35.45   No Par Value  

Fralib Sourcing Unit S.A.S. (99.99)

  64.54/35.45   No Par Value  

Saphir S.A.S. (99.99)

  64.54/35.45   EUR   1.00  

Sfejer S.A.S. (99.99)

  64.54/35.45   No Par Value  

Tigi Services France S.A.S. (99.99)

  64.54/35.45   No Par Value  

Unilever BCS France S.A.S.

  55.40/44.60   No Par Value  

UNILEVER FRANCE S.A.S. (99.99)

  64.54/35.45   No Par Value  

Unilever France Holdings S.A.S. (99.99)

  64.54/35.45   EUR   1.00  

Unilever France HPC Industries S.A.S. (99.99)

  64.54/35.45   EUR   1.00  

Unilever Retail Operations France (99.99)

  64.54/35.45   No Par Value  

France - 81 Rue De Seine, 75006 Paris

       

Grom France S.a.r.l

  100/0   EUR   10.00  

France - Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex

   

Intuiskin S.A.S.

  100/0   EUR   1.00  

France - ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny

   

Amora Maille Societe Industrielle S.A.S.

  64.54/35.45   No Par Value  

Germany - Gerresheimer Landstraße 71, 40627 Düsseldorf

   

Dermalogica GmbH

  100/0   EUR   25,000.00  

Germany - Am Strandkai 1, 20457 Hamburg

   

DU Gesellschaft für Arbeitnehmerüberlassung

  64.54/35.45   DEM   50,000.00  

mbH

       

Unilever BCS Deutschland GmbH

  55.40/44.60   EUR   25,000.00  

Unilever BCS Deutschland Immobilien Leasing

  66.22/33.78      

GmbH & Co. OHG LOGO

       

Unilever BCS IP Deutschland GmbH & Co.

  64.45/35.55      

OHG LOGO

       

Unilever BCS Sourcing Deutschland GmbH &

  64.45/35.55      

Co. OHG LOGO

       

Unilever BCS Verwaltungs GmbH

  55.40/44.60   EUR   25.000,00  

UNILEVER DEUTSCHLAND GMBH

  64.55/35.45   EUR   90,000,000.00  
  64.55/35.45   EUR   2,000,000.00  
  64.55/35.45   EUR   1,000,000.00  

UNILEVER DEUTSCHLAND HOLDING GMBH

  64.55/35.45   EUR   39,000.00  
  64.55/35.45   EUR   18,000.00  
  64.55/35.45   EUR   14,300.00  
  64.55/35.45   EUR   5.200.00  
  64.55/35.45   EUR   6,500.00  

UNILEVER DEUTSCHLAND PRODUKTIONS

  64.55/35.45      

GMBH  & CO. OHG LOGO

       

Unilever Deutschland Produktions Verwaltungs

  64.55/35.45   EUR   179,000.00  

GmbH

       

Unilever Deutschland Supply Chain Services

  64.55/35.45   EUR   51,150.00  

GmbH

       

Germany - Schultetusstraße 37, 17153 Stavenhagen

   

MAIZENA GRUNDSTÜCKSVERWALTUNG GMBH & CO. OHG LOGO  (99.99)

  63.60/36.39      

PFANNI GMBH  & CO. OHG STAVENHAGEN LOGO

  64.54/35.45      

(99.99)

       

Rizofoor Gesellschaft mit beschränkter Haftung

  96.45/3.55   EUR   15,350.00  
  100/0   EUR   138,150.00  

Schafft GmbH

  64.55/35.45   EUR   63,920.00  
  64.55/35.45   EUR   100,000.00  

UBG Vermietungs GmbH

  64.74/35.26   EUR   136,377,489.00  

Unilever Deutschland Immobilien Leasing

  66.33/33.67      

GmbH & Co. OHG LOGO

       

Unilever Deutschland IPR GmbH & Co. OHG LOGO

  64.55/35.45      

Germany - Hertzstraße 6, 71083 Herrenberg-Gülstein

   

TIGI Eurologistic GmbH

  PLC 100   EUR   100.00  

TIGI Haircare GmbH

  PLC 100   EUR   25,600.00  

Ghana -Swanmill, Kwame Nkrumah Avenue, Accra

   

Millers Swanzy (Ghana) Limited

  0/100   GHC   1.00  

Ghana - Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema

   

Unilever Ghana Investments Limited (66.56)

  0/66.56   GHC   10.00  

Unilever Ghana Limited (66.56)

  0/66.56   GHC   0.0192  

Greece - Kymis ave & 10, Seneka str. GR-145 64 Kifissia

   

ELAIS UNILEVER HELLAS SA

  100/0   EUR   10.00  

Elanthi SA

  100/0   EUR   10.00  

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 
Note 

 

Unilever Knorr SA   100/0   EUR   10.00  
UL BCS Logistics Consulting SA   100/0   EUR   10.00  
Unilever Logistics SA   100/0   EUR   10.00  
Guatemala - Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center
Unilever de Centroamerica S.A. Guatemala   100/0   GTQ   60.00  
Guatemala - 24 Avenida, Calzada Atanacio Tzul, 35-87 Zona 12 Ciudad de Guatemala    
Unilever Guatemala SCC S.A.   100/0   GTQ   100.00  
Honduras - Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Unilever de Centroamerica S.A. Honduras   100/0   HNL   10.00  
Hong Kong -Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited   100/0   HKD   0.01  
Hong Kong - Room 1505, Wheelock House, 20 Pedder Street, Central
Kate Somerville Skincare, Hong Kong Limited   100/0   HKD   1.00  
(In liquidation)        
Hong Kong - 6 Dai Fu Street, Tai Po Industrial Estate, N.T.    
Unilever Hong Kong Limited   64.55/35.45   HKD   0.10  
Hong Kong - Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon
Hourglass Cosmetics Hong Kong Limited   55.40/44.60   No Par Value  
Hungary - 1138-Budapest, Váci u. 182    
Multifrozen Kereskedelmi Kft   0/100   HUF   1.00  
Unilever BCS Hungary Kft   55.40/44.60   HUF   1.00  
Unilever Magyarország Kft   0/100   HUF   1.00  
India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099  
Daverashola Estates Private Limited (67.20)   0/67.20   INR   10.00  
Hindlever Trust Limited (67.20)   0/67.20   INR   10.00  
HINDUSTAN UNILEVER LIMITED ° (67.20)   0/67.20   INR   1.00  
Jamnagar Properties Private Limited (67.20)   0/67.20   INR   10.00  
Levers Associated Trust Limited (67.20)   0/67.20   INR   10.00  
Levindra Trust Limited   0/67.20   INR   10.00  
Pond’s Exports Limited (67.20)   0/67.20   INR   1.00  
Unilever India Exports Limited (67.20)   0/67.20   INR   10.00  
Unilever Industries Private Limited°   0/100   INR   10.00  
Unilever Ventures India Advisory Private Limited   0/100   INR   1.00  
India - S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Blueair India Pvt. Limited   99.98/0.02   INR   10. 00  
India - 1st Floor, Shreeniwas House, H. Somani Marg, (behind Bombay Gymkhana) Fort, Mumbai 40001
Lakme Lever Private Limited (67.20)   0/67.20   INR   10.00  
Indonesia - Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345
PT UNILEVER INDONESIA TBK (84.99)   54.86/30.13   IDR   10.00  
PT Unilever Enterprises Indonesia (99.26)   64.07/35.19   IDR   1,000.00  
PT Unilever Trading Indonesia   100/0   IDR   1,003,875.00  
Indonesia - KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia   100/0   IDR   1,000,000.00  
Iran - 137 Shiraz Building, Corner of the 21st Street, Khaled Eslamboli Ave, Tehran
Unilever Iran (Private Joint Stock Company)   99.35/0   IRR   1,000,000.00  
(99.35)        
Ireland - 20 Riverwalk, National Digital Park, Citywest Business Campus Dublin 24
Lipton Soft Drinks (Ireland) Limited   0/100   EUR   1.26  
Unilever BCS Ireland Limited     55.40/44.60   EUR   1.00  
Unilever Ireland (Holdings) Limited    0/100   EUR   1.26  
Unilever Ireland Limited    0/100   EUR   1.26  
Isle of Man - Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited   0/100   USD   1.00  
Israel - 3 Gilboa St. Airport City, Ben Gurion Airport    
Beigel & Beigel Mazon (1985) Limited   12.80/87.20   ILS   1.00  
Israel - 52 Julius Simon Street, Haifa, 3296279    
Bestfoods TAMI Holdings Ltd   25.11/74.89   ILS   0.001  
Israel Vegetable Oil Company Ltd   25.11/74.89   ILS   0.0001  
Unilever Israel Foods Ltd   25.10/74.90   ILS   0.10  
  25.10/74.90   ILS   0.10  
  25.10/74.90   ILS   0.10   10 
  25.10/74.90   ILS   0.0002   25 
Unilever Israel Home and Personal Care Limited   0/100   ILS   1.00  
Unilever Israel Marketing Ltd   25.11/74.89   ILS   0.0001  
Unilever Shefa Israel Ltd   25.11/74.89   ILS   1.00  
Israel - Haharoshet 1, PO Box 2288, Akko, 2451704    
Glidat Strauss Limited   0/100   ILS   1.00   30 
  0/100   ILS   1.00  
  0/0   ILS   1.00   31 
Italy - Piazza Paleocapa 1/D, 10100, Torino    
Gromart S.R.L.   100/0   EUR   1,815,800.00  
Italy - Via Crea 10, 10095, Grugliasco    
G.L.L. S.R.L. (51)   51/0   EUR   40,000.00  
Italy - Via Roma 101, 35122, Padova    
Grom-PD S.R.L.   100/0   EUR   40,000.00  
Italy - Via Tortona 25, cap 20144 – Milano    
 

 

140   Financial Statements    Annual Report on Form 20-F 2017


Table of Contents

    

    

    

 

 Name of
 Undertaking

 

 

 

% holding
as between
NV /PLC

 

 

Nominal Value

 

  

Share
Class
Note

 

Intuiskin S.R.L.

  100/0   EUR    10,000.00    5

Italy - Piazzale Biancamano n.8, 20121, Milano

         

Unilever Italia Administrative Services S.R.L.

  100/0   EUR    70,000.00    5

Italy - Via Paolo di Dono 3/A 00142 Roma

         

Unilever BCS Italia S.R.L.

  55.40/44.60   EUR    10,000.00    5

Unilever Italia Logistics S.R.L.

  100/0   EUR    600,000.00    5

Unilever Italia Manufacturing S.R.L.

  100/0   EUR    10,000,000.00    5

Unilever Italia Mkt Operations S.R.L.

  100/0   EUR    25,000,000.00    5

UNILEVER ITALY HOLDINGS S.R.L.

  100/0   EUR    200,000.00    5

Japan - 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578

  

Unilever Japan Beverage K.K.

  100/0   JPY    50,000.00    1

Unilever Japan Customer Marketing K.K.

  100/0   JPY    50,000.00    1

Unilever Japan Holdings K.K.

  100/0   JPY    10,000.00    1

UNILEVER JAPAN K.K.

  100/0   JPY    50,000.00    1

Unilever Japan Service K.K.

  100/0   JPY    50,000.00    1

Jersey - 13 Castle Street, St Helier, Jersey, JE4 5UT

  

Unilever Chile Investments Limited

  64.55/35.45   GBP    1.00    1

Jordan - Amman

         

Unilever Jordan LLC

  100/0   JOD    10.00    1

Kazakhstan - Raimbek, Avenue 160 A, Office 401, Almaty

  

Unilever Kazakhstan LLP

  100/0         4

Kenya - Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho

  

Brooke Bond Mombasa Limited (98.19)

  0/98.19   KES    1.00    1

Mabroukie Tea & Coffee Estates Limited (98.19

  0/98.19   KES    1.00    1

The Limuru Tea Company Limited (51.08)

  0/51.08   KES    20.00    1

Unilever Tea Kenya Limited (98.20)

  0/98.20   KES    1.00    1

Kenya - Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi

  

Unilever Kenya Limited°

  0/100   KES    20.00    1

Korea - 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul

       

Unilever Korea Chusik Hoesa

  100/0   KRW    10,000.00    1
  100/0   KRW    10,000.00    14

Laos - Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital

Unilever Services (Lao) Sole Co Limited

  100/0   LAK    800,000.00    1

Latvia - Kronvalda bulvāris 3-10, Rīga, LV-1010

         

Unilever Baltic LLC

  100/0   EUR    1.00    1

Lebanon - Sin El Fil, Zakher Building, Floor 4, Beirut

       

Unilever Levant s.a.r.l.

  100/0   LBP    1,000,000.00    1

Lithuania - Skuodo st. 28, Mazeikiai, LT-89100

         

UAB Unilever Lietuva distribucija

  100/0   EUR    3,620.25    1

UAB Unilever Lietuva ledu gamyba

  100/0   EUR    3,620.25    1

Malawi - Abdul Majid Motor City, Chipembere Highway, Ginnery Corner, Blantyre

Unilever South East Africa (Private) Limited

  0/100   MWK    2.00    1

Malaysia - Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur

  

Unilever (Malaysia) Holdings Sdn. Bhd. (70)

  0/70   RM    1.00    1

Unilever (Malaysia) Services Sdn. Bhd. (70)

  0/70   RM    1.00    1

Unilever Foods (Malaysia) Sdn. Bhd.

  0/100   RM    75.00    1

Unilever Malaysia Aviance Sdn. Bhd.

  0/100   RM    1.00    1

Mexico - Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de

México

         

UNILEVER DE MEXICO S.DE R.L. DE C.V.

  64.55/35.45         4

Unilever Holding Mexico S.de R.L. de C.V.

  64.55/35.45         4

Unilever Manufacturera S.de R.L. de C.V.

  64.55/35.45         4

Servicios Professionales Unilever S.de R.L. de C.V.

  64.55/35.45         4

Unilever Mexicana S.de R.L. de C.V.

  64.55/35.45         4

Unilever Real Estate Mexico S.de R.L. de C.V.

  64.55/35.45         4

Unilever Servicios de Promotoria, S.de R.L. de C.V.

  64.55/35.45         4

Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca

       

Unilever Maghreb S.A. (99.98)

  99.98/0   MAD    100.00    1

Mozambique - Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo

  

Unilever Mocambique Limitada

  100/0   USD    0.01    1

Myanmar – No (40,41,47), Min Thate Di Kyaw Swar Street, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon

Unilever (Myanmar) Limited

  100/0   MMK    8,200.00    1

Myanmar – No (196), West Shwe Gone Dine 5 th Street, Bahan Township, Yangon

Unilever (Myanmar) Services Limited

  100/0   USD    10.00    1

Myanmar - Lot No.28,30,31, Hlaing Thar Yar Industrial Zone (3), Hlaing Thar Yar Township,

Yangon

         

Unilever EAC Myanmar Company Limited (60)

  60/0   MAMK    1,000,000.00    1

Nepal - Basamadi V.D.C. – 5, P.O. Box-11, Hetauda, Dist. Makwanpur

  

Unilever Nepal Limited (53.76)

  0/53.76   NPR    100.00    1

Netherlands- Weena 455, 3013 AL Rotterdam

         

Alberto-Culver Netherlands B.V.*

  55.40/44.60   EUR    1.00    2
  55.40/44.60   EUR    1.00    3

Argentina Investments B.V.*

  64.55/35.45   EUR    454.00    1

BFO Holdings B.V.*

  64.55/35.45   EUR    1.00    1

BFO TWO B.V.*

  55.40/44.60   EUR    1.00    1

BrazH1 B.V.*

  64.55/35.45   EUR    1.00    1

BrazH2 B.V.*

  64.55/35.45   EUR    1.00    1

Brazinvest B.V.*

  64.55/35.45   EUR    1.00    1

Brazinvestee B.V.*

  64.55/35.45   EUR    1.00    1

Chico-invest B.V.*

  64.55/35.45   EUR    455.00    1

 Name of

 Undertaking

 

 

 

% holding

as between NV /PLC

 

 

Nominal Value

 

  

Share Class Note

 

Dollar Shave Club B.V.*

  100/0   EUR    1.00    1

Doma B.V.*

  100/0   NLG    1,000.00    1

Handelmaatschappij Noorda B.V.°*

  100/0   NLG    1,000.00    1

Unilever Foods & Refreshment Global B.V.*

  100/0   NLG    1,000.00    1

Itaho B.V.*

  100/0   EUR    1.00    1

Lipoma B.V.°*

  100/0   NLG    1,000.00    1

Marga B.V.°*

  100/0   EUR    1.00    1

Mavibel (Maatschappij voor Internationale

  100/0   EUR    1.00    1

Beleggingen) B.V.°*

         

Mexinvest B.V.*

  64.55/35.45   EUR    1.00    1

MIXHOLD B.V.*

  100/0   EUR    1.00    2
  0/100   EUR    1.00    1
  55.40/44.60   EUR    1.00    26

Naamlooze Vennootschap Elma°*†

  100/0   NLG    1,000.00    1
  0.25/99.75   NLG    1,000.00    27

New Asia B.V.*

  64.55/35.45   EUR    1.00    1

Nommexar B.V.*

  64.55/35.45   EUR    1.00    1

Ortiz Finance B.V.*

  64.55/35.45   NLG    100.00    1

Pabulum B.V.*

  100/0   NLG    1,000.00    1

Rizofoor B.V.*

  0/100   NLG    1,000.00    1

Rolf von den Baumen’s Vetsmelterij B.V.*

  100/0   EUR    454.00    1

Rolon B.V.*

  64.55/35.45   NLG    1,000.00    1

Saponia B.V.°*

  100/0   NLG    1,000.00    1

ThaiB1 B.V.*

  64.55/35.45   NLG    1,000.00    1

ThaiB2 B.V.*

  64.55/35.45   NLG    1,000.00    1

Unilever Administration Centre B.V.*

  100/0   EUR    1.00    1

Unilever Alser B.V.*

  100/0   EUR    1.00    1

Unilever BCS Europe B.V.*

  55.40/44.60   EUR    1.00    1

Unilever BCS Holdings B.V.*

  55.40/44.60   EUR    1.00    1

Unilever BCS NL Holdings Two B.V.*

  55.40/44.60   EUR    1.00    1

Unilever Berran B.V.*

  100/0   EUR    1.00    1

Unilever Canada Investments B.V.*

  64.55/35.45   EUR    1.00    1

Unilever Caribbean Holdings B.V.*

  100/0   EUR    1,800.00    1

Unilever Corporate Holdings B.V.

  100/0   EUR    0.01    1

Unilever Employee Benefits Management B.V.*

  0/100   NLG    1,000.00    1

Unilever Employment Services B.V.*

  100/0   NLG    1,000.00    1

Unilever Europe B.V.*

  100/0   EUR    1.00    1

Unilever Europe Business Center B.V.*

  100/0   EUR    454.00    1

UNILEVER FINANCE INTERNATIONAL B.V.°*

  100/0   EUR    1.00    1

Unilever Foodsolutions B.V.*

  100/0   EUR    1.00    1

Unilever Global Services B.V.*

  100/0   EUR    1.00    1

Unilever Holdings B.V.*

  100/0   EUR    454.00    1

Unilever Home & Personal Care Nederland

  100/0   EUR    100.00    1

B.V.*

         

Unilever Indonesia Holding B.V.*

  64.55/35.45   EUR    1.00    1

Unilever Insurances N.V.

  100/0   EUR    454.00    1

Unilever Netherlands Retail Operations B.V.*

  100/0   EUR    1.00    1

Unilever Nederland Holdings B.V.°*

  100/0   EUR    454.00    1

Unilever Turkey Holdings B.V.*

  64.55/35.45   EUR    1.00    1

Unilever US Investments B.V.°*

  100/0   EUR    1.00    1

Unilever Ventures Holdings B.V.

  100/0   EUR    453.79    1

Univest Company B.V.

  100/0   EUR    1.00    1

UNUS HOLDING B.V.*

  100/0   EUR    0.10    2
  0/100   EUR    0.10    3

  0/0   EUR    0.10    28
    Non-voting†   

Verenigde Zeepfabrieken B.V.*

  100/0   NLG    1,000.00    1

Wemado B.V.°*

  100/0   NLG    1,000.00    1

Netherlands - Nassaukade 5, 3071 JL Rotterdam

         

Tessa B.V.*

  100/0   EUR    1.00    1

Unilever BCS Nederland B.V.*

  55.40/44.60   EUR    1.00    1

UNILEVER NEDERLAND B.V.*

  100/0   EUR    454.00    1

Unilever Nederland Foods Factories B.V.*

  100/0   EUR    46.00    1

Netherlands - Reggeweg 15, 7447 AN Hellendoorn

       

Ben en Jerry’s Hellendoorn B.V.*

  100/0   EUR    453.78    1

Netherlands - Deltaweg 150, 3133 KM Vlaardingen

       

Lever Faberge Europe-Sourcing Unit

  100/0   NLG    1,000.00    1

Vlaardingen B.V.*

         

Netherlands - Olivier van Noortlaan 120, 3133 AT Vlaardingen

       

Unilever BCS Research and Development B.V.*

  55.40/44.60   EUR    1.00    1

Unilever Research and Development

  100/0   EUR    460.00    1

Vlaardingen B.V.*

         

Netherlands - Nassaukade 3, 3071 JL Rotterdam

         

Unilever BCS Sourcing Nederland B.V.*

  55.40/44.60   EUR    1.00    1

Unilever Nederland Services B.V.*

  100/0   EUR    460.00    1

Netherlands - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered

Seat: Rotterdam)

         

Unilever Overseas Holdings B.V.*

  0/100   NLG    1,000.00    1

New Zealand - Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023

     

T2 NZ Limited

  0/100   NZD    1.00    1

Unilever New Zealand Limited

  0/100   NZD    2.00    1

Unilever New Zealand Superannuation Trustee

  0/100   NZD    1.00    1

 

 

 

Annual Report on Form 20-F 2017   Financial Statements   141


Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

 Name of
 Undertaking

 

 

% holding
as between

NV /PLC

 

 

Nominal Value

 

 

Share

Class

Note

 

   

Limited

         

Unilever New Zealand Trading Limited

  0/100   NZD   1.00   1  

Ben & Jerry’s Franchising New Zealand Limited

  0/100   NZD   1.00   1  

Nicaragua - Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua

 

Unilever de Centroamerica S.A. Nicaragua

  100/0   NIC   50.00   1  

Niger - BP 10272 Niamey

         

Unilever Niger S.A. (56.27)

  0/56.27   XOF   10,000.00   1  

Nigeria - 1 Billings Way, Oregun, Ikeja, Lagos

 

Unilever Nigeria Plc (67.70)

  0/67.70   NGN   0.50   1  

West Africa Popular Foods Nigeria Limited (51)

  0/51   NGN   1.00   1  

Norway - Martin Linges vei 25, Postbox 1, 1331 Fornebu

 

Unilever Norge AS

  100/0   NOK   100.00   1  

Pakistan - Avari Plaza, Fatima Jinnah Road, Karachi – 75530

 

Lever Associated Pakistan Trust (Private) Limited

  0/100   PKR   10.00   1  

Lever Chemicals (Private) Limited

  0/100   PKR   10.00   1  

Sadiq (Private) Limited

  0/100   PKR   10.00   1  

Unilever Birds Eye Foods Pakistan (Private) Limited

  0/100   PKR   10.00   1  

Unilever Pakistan Foods Limited (75.85)

  42.02/33.83   PKR   10.00   1  

Unilever Pakistan Limited (99.19)

  0/ 99.19   PKR   50.00   1  

(71.78)

  0/ 71.78   PKR   100.00   14  

Palestine - Ersal St. Awad Center P.O.B 3801 Al-Beireh, Ramallah

 

Unilever Market Development Company

  0/100   ILS   1.00   1  

Panama - Punta Pacífica, Calle Isaac Hanono Missri, P.H. Torre de las Américas, Torre C, Oficina 32, corregimiento de San Francisco, Distrito y Provincia de Panamá

 

Unilever Regional Services Panama S.A.

  100/0   USD   1.00   1  

Panama - Calle Isaac Honoro, Torre de las Americas, torre C, piso 32, corregimiento de San Francisco, distrito y provincia de Panamá

 

Unilever de Centroamerica S.A. Panama

  100/0                   No Nominal Value    

Paraguay - 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción

 

Unilever de Paraguay S.A.

  100/0   PYG   1,000,000.00   1  

Peru - Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18

 

Unilever Andina Perú S.A.

  100/0   PEN   1.00   1  

Philippines - Linares Road, Gateway Business Park, Gen. Trias, Cavite

 

Metrolab Industries, Inc.

  64.55/35.45   PHP   1.00   7  
  64.55/35.45   PHP   10.00   14  

Philippines - 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City

 

Unilever Philippines, Inc.

  64.55/35.45   PHP   50.00   7  

Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City

 

Unilever Philippines Body Care, Inc.

  64.55/35.45   PHP   100.00   7  

Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City

 

Unilever RFM Ice Cream, Inc. (50)

  32.28/17.72   PHP   1.00   29  

Poland - Jerozolimskie 134, 02-305, Warszawa

 

Unilever Polska Sp. z o.o.

  0/100   PLN   50.00   1  

Unilever Poland Services Sp. z o.o.

  0/100   PLN   50.00   1  

UNILEVER POLSKA S.A.

  0/100   PLN   10.00   1  

Unilever BCS Polska Sp. z o.o.

  55.40/44.60   PLN   50.00   1  

Unilever BCS Polska Holding Sp. z o.o.

  0/100   PLN   50.00   1  

Puerto Rico - Professional Services Park 997, San Roberto St., Suite 7, San Juan

 

Unilever de Puerto Rico, Inc°

  100/0   USD   100.00   1  

Rwanda - Nyarugenge, Nyarungenge, Umujyi wa Kigali, Rwanda, P.O. BOX 6428 Kigali

 

Unilever Tea Rwanda Limited

  0/100   RWF   4270.00   1  

Romania - Ploiesti, 291 Republicii Avenue, Prahova County

 

Unilever Romania S.A. (99)

  99/0   ROL   0.10   1  

Unilever Distribution SRL

  100/0   ROL   20.00   1  

Unilever BCS SCE SRL

  55.40/44.60   ROL   10.00   1  

Unilever South Central Europe S.A.

  100/0   ROL   260.50   1  

Russia - 644031, 205, 10 let Oktyabrya, Omsk

 

Inmarko Trade LLC

  7.12/92.88       13  

Russia - 300016, 78, Ostrovskogo Street, Tula

 

JLLC Tulskiy Khladokombinat (98.29)

  6.99/91.29   RUR   1.00   1  

Russia - 123022, 13, Sergeya Makeeva Street, Moscow

 

OOO UNILEVER RUS

  7.12/92.88       13  

Saudi Arabia - P.O. Box 5694, Jeddah 21432

 

Binzagr Unilever Limitedx (49)

  0/49   SAR   1,000.00   1  

Serbia - Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd

 

Unilever Beograd d.o.o.

  100/0       13  

Singapore - 20E Pasir Panjang Road, #06-22 Mapletree Business City, 117439

 

T2 Singapore PTE Limited

  0/100   SGD   1.00   1  

Singapore - 20 Pasir Panjang Road, #06-22 Mapletree Business City, 117439

 

UNILEVER ASIA PRIVATE LIMITED

  100/0   SGD   1.00   1  

Unilever Singapore Pte. Limited

  0/100   SGD   1.00   1  

Slovakia - Karadzicova 10, 821 08 Bratislava

 

Unilever BCS Slovensko, spol. s r.o.

  55.40/44.60   EUR   1.00   1  

Unilever Slovensko spol. s r.o.

  100/0   EUR   1.00   1  

South Africa -15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051

 

Nollsworth Park Properties (Pty) Limited (74.25)

  11.21/63.04   ZAR   2.00   1  
 Name of
 Undertaking

 

 

% holding
as between

NV /PLC

 

 

Nominal Value

 

 

Share

Class

Note

 

   

Unilever Market Development (Pty) Limited

  0/100   ZAR   1.00   1  

UNILEVER SOUTH AFRICA (PTY) LIMITED

  11.21/63.04   ZAR   2.00   1  

(74.25)

         

Unilever South Africa Holdings (Pty) Limited r

  11.21/63.04   ZAR   1.00   1  

(74.25)

         

(0.02)

  0.005/0.015   ZAR   1.00   2  

(0.009)

  0.002/0.007   ZAR   1.00   3  

South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196

 

Aconcagua 14 Investments (RF) (Pty) Limited (74.25)

  11.21/63.04   ZAR   1.00   1  

Spain - PA / Reding, 43, Izda 1, 29016 Malaga

 

Intuiskin S.L.U.

  100/0   EUR   1.00   1  

Spain - C/ Tecnología 19, 08840 Viladecans

 

Unilever BCS Spain, S.L.U.

  55.40/44.60   EUR   1.00   1  

UNILEVER ESPANA S.A.

  100/0   EUR   48.00   1  

Unilever Services Espana S.A.

  100/0   EUR   60.00   1  

Spain - C/ Felipe del Río, 14 – 48940 Leioa

 

Unilever Foods Industrial Espana, S.L.U.

  100/0   EUR   600.00   1  

Spain - C/Condesa de Venadito 1, planta 4, 28028 Madrid

 

Unilever HPC Industrial Espana S.L.U.

  100/0   EUR   600.00   1  

Sri Lanka - 258 M Vincent Perera Mawatha, Colombo 14

 

Brooke Bond Ceylon Limited

  0/100   LKR   100.00   1  

Ceytea Limited

  0/100   LKR   10.00   1  

Lever Brothers (Exports and Marketing) Limited°

  0/100   LKR   2.00   1  

Maddema Trading Co. Limited

  0/100   LKR   10.00   1  

Premium Exports Ceylon (Pvt) Limited

  0/100   LKR   10.00   1  

R.O. Mennell & Co. (Ceylon) Limited

  0/100   LKR   10.00   1  

Tea Estates Ceylon Limited

  0/100   LKR   100.00   1  

Unilever Ceylon Services Limited

  0/100   LKR   10.00   1  

Unilever Ceylon Marketing Limited

  0/100   LKR   10.00   1  

Unilever Lipton Ceylon Limited

  0/100   LKR   10.00   1  

Unilever Sri Lanka Limited°

  0/100   LKR   10.00   1  

Sweden - Box 1056, Svetsarevaegen15, 17122, Solna

 

Alberto Culver AB

  55.40/44.60   SEK   100.00   1  

Unilever BCS Sourcing Sweden AB

  55.40/44.60   SEK   1.00   1  

Unilever BCS Sweden AB

  55.40/44.60   SEK   1.00   1  

Unilever Holding AB

  100/0   SEK   100.00   1  

Unilever Produktion AB

  100/0   SEK   50.00   1  

UNILEVER SVERIGE AB

  100/0   SEK   100.00   1  

Sweden -Karlavagen 108, 115 26 Stockholm

 

Blueair AB

  100/0   SEK   100.00   1  

Sweden - Box 24275, 10451, Stockholm

 

Blueair Cabin Air AB

  100/0   SEK   100.00   1  

Sweden - Karlavagen 108, 115 26, Stockholm

 

Jonborsten AB

  100/0   SEK   1.00   1  

Switzerland - Chemin Frank-Thomas 34, 1208 Genève

 

Intuiskin SARL (In Liquidation)

  100/0   CHF   100.00   1  

Switzerland - Bahnhofstrasse 19, CH 8240 Thayngen

 

Knorr-Nährmittel Aktiengesellschaft

  100/0   CHF   1,000.00   1  

UNILEVER SCHWEIZ GMBH

  100/0   CHF   100,000.00   1  

Unilever BCS Schweiz GmbH

  55.40/44.60   CHF   100.00   1  

Switzerland - Spitalstrasse 5, 8201, Schaffhausen

 

UNILEVER SUPPLY CHAIN COMPANY AG

  100/0   CHF   1,000.00   1  

Switzerland - Spitalstrasse 5, 8200, Schaffhausen

 

UNILEVER ASCC AG

  100/0   CHF   1,000.00   1  

UNILEVER FINANCE INTERNATIONAL AG

  100/0   CHF   1,000.00   1  

Unilever Business and Marketing Support AG

  100/0   CHF   1,000.00   1  

Unilever Overseas Holdings AG

  0/100   CHF   1,000.00   1  

Unilever Schaffhausen Service AG

  100/0   CHF   1,000.00   1  

Unilever Swiss Holdings AG

  100/0   CHF   1,000.00   1  

Switzerland - Hinterbergstr. 30, CH-6312 Steinhausen

 

Oswald Nahrungsmittel GmbH

  100/0   CHF   800,000.00   1  

Switzerland - Schochenmühlestrasse 2, 6340 Baar

 

Unilever Reinsurance AG

  100/0   CHF   1,000.00   1  

Taiwan - 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City

 

Unilever Taiwan Limited (99.92)

  64.50/35.42   TWD   10.00   1  

Tanzania - Plot No.4A Pugu Road, Dar Es Salaam

 

Distan Limited

  0/100   TZS   20.00   1  

UAC of Tanzania Limited

  0/100   TZS   20.00   1  

Uniafric Trust Tanzania Limited

  0/100   TZS   20.00   1  

Unilever Tanzania Limited

  0/100   TZS   20.00   1  

Tanzania - P.O. Box 40, Mufindi

         

Unilever Tea Tanzania Limited

  0/100   TZS   20.00   1  

Thailand - 161 Rama 9 Road, Huay Kwang, Bangkok 10310

 

Unilever Thai Holdings Limited

  64.55/35.45   THB   100.00   1  

Unilever Thai Services Limited

  64.55/35.45   THB   100.00   1  

UNILEVER THAI TRADING LIMITED

  64.55/35.45   THB   100.00   1  

Trinidad & Tobago - Eastern Main Road, Champs Fleurs

 

Unilever Caribbean Limited (50.01)

  0/50.01   TTD   1.00   1  

Tunisia - Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis

 

Unilever Tunisia S.A. (97.61)

  97.61/0   TND   6.00   1  
 

 

142   Financial Statements    Annual Report on Form 20-F 2017


Table of Contents

    

    

    

 

 Name of
 Undertaking
 

% holding

as between

NV /PLC

  Nominal Value   Share
Class
Note
   

Unilever Maghreb Export S.A. (97.59)

  97.59/0   TND   5.00   1  

Tunisia - Z.I. Voie Z4, Megrine Riadh, Tunis, 2014

 

UTIC Distribution S.A. x (47.82)

  47.82/0   TND   10.00   1  

Turkey - Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye – İstanbul

 

Unilever Gida Sanayi ve Ticaret AŞ° (99.98)

  0.05/99.93   TRY   0.01   1  

UNILEVER SANAYI VE TICARET TÜRK AŞ°

  64.54/35.44   TRY   0.01   1  

(99.98)

         

Besan Besin Sanayi ve Ticaret AŞ (99.99)

  64.55/35.44   TRY   0.01   1  

Dosan Konserve Sanayi ve Ticaret AŞ (99.64)

  64.32/35.32   TRY   0.01   1  

Uganda - Plot 10/12 Nyondo Close, Industrial Area, P.O. Box 3515 Kampala

 

Unilever Uganda Limited

  0/100   UGX   20.00   1  

Ukraine - 04119, 27-T, Dehtyarivska Str., Kyiv

 

Pallada Ukraine LLC

  100/0       13  

Unilever Ukraine LLC

  100/0       13  

United Arab Emirates - PO Box 17053, Jebel Ali, Dubai

 

Severn Gulf FZCO x (50)

  50/0   AED   100,000.00   1  

Unilever Gulf FZE

  0/100   AED   1,000.00   1  

United Arab Emirates - Parcel ID 598633, German Emarati Business Centre, Dubai

 

Unilever General Trading LLC x (49)

  0/49   AED   1,000.00   1  

United Araba Emirates - P.O. Box 18221 European Business Center Dubai Investments Park

  1  

Unilever Home & Personal Care Products

  0/49   AED   1,000.00   1  

Manufacturing LLC x (49)

         

United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

 

ACI Brazil Holdings, LLC

  55.40/44.60       13  

ACUSA Brazil Holdings, LLC

  55.40/44.60       13  

Alberto Share Holdings, LLC

  55.40/44.60       13  

Alberto-Culver Company

  55.40/44.60   No Par Value   1  

Alberto-Culver International, Inc

  55.40/44.60   USD   1.00   1  

Alberto-Culver (P.R.), Inc

  55.40/44.60   USD   1.00   1  

ALBERTO-CULVER USA, INC

  55.40/44.60   No Par Value   1  

Ben & Jerry’s Franchising, Inc

  55.40/44.60   USD   1.00   7  

Ben & Jerry’s Gift Card, LLC

  55.40/44.60       13  

Ben & Jerry’s Homemade, Inc

  55.40/44.60   USD   0.01   7  

Bestfoods International (Holdings) Inc

  55.40/44.60   USD   100.00   7  

Chesebrough-Pond’s Manufacturing Company

  55.40/44.60   No Par Value   1  

CONOPCO, INC

  55.40/44.60   USD   1.00   7  

Dermalogica, LLC

  55.40/44.60       13  

DTJJS, LLC

  55.40/44.60       13  

Kate Somerville Holdings, LLC

  55.40/44.60       13  

Kate Somerville Skincare LLC

  55.40/44.60       13  

Lipton Industries, Inc

  55.40/44.60   USD   1.00   1  

Murad LLC

  55.40/44.60       13  

Pantresse, Inc

  55.40/44.60   USD   120.00   1  

REN USA Inc

  0/100   No Par Value   7  

Skin Health Experts, LLC

  55.40/44.60       13  

Kensington & Sons, LLC

  55.40/44.60       13  

St. Ives Laboratories, Inc

  55.40/44.60   USD   0.01   1  

T2 US LLC

  55.40/44.60       13  

Talenti Gelato, LLC

  55.40/44.60       13  

Talenti Holdings, LLC

  55.40/44.60       13  

TIGI Linea Corp

  55.40/44.60   No Par Value   1  

Unilever AC Canada Holding, Inc

  55.40/44.60   USD   10.00   1  

Unilever BCS Sourcing US Inc

  55.40/44.60   USD   1.00   1  

Unilever BCS US Inc

  55.40/44.60   USD   1.00   1  

Unilever Bestfoods (Holdings) LLC

  25.10/74.90       13  

UNILEVER CAPITAL CORPORATION

  55.40/44.60   USD   1.00   1  

Unilever Illinois Manufacturing, LLC

  55.40/44.60       13  

Unilever Manufacturing (US), Inc

  55.40/44.60   USD   1.00   1  

Unilever Trumbull Holdings, Inc

  42.54/57.46   USD   1.00   7  

Unilever Trumbull Research Services, Inc

  55.40/44.60   USD   1.00   1  
  55.40/44.60   USD   1.00   34  

Unilever United States Foundation, Inc

  55.40/44.60       13  

UNILEVER UNITED STATES, INC

  55.40/44.60   USD   0.3333   7  

Unilever Ventures Advisory LLC

  55.40/44.60       13  

United States – 100 N LaSalle, Ste 1900, Chicago IL, 60602

 

Blueair Inc.

  100/0   No Par Value   1  

United States - 233 Bleecker Street, New York, 10014

 

Carapina LLC

  100/0       13  

Grom Columbus LLC

  100/0       13  

Grom Malibu LLC

  100/0       13  

Grom USA LLC

  100/0       13  

Hollywood LLC

  100/0       13  

Spatula LLC

  100/0       13  

United States - 60 Lake Street, Suite 3N, Burlington, VT 05401

 

Seventh Generation Canada, Inc.

  55.40/44.60   No Par Value   7  

Seventh Generation, Inc.

  55.40/44.60   USD   .001   7  

Seventh Generation Ventures, Inc.

  55.40/44.60   USD   .001   7  

United States - 13335 Maxella Ave. Marina del Rey, CA 90292

 

Dollar Shave Club, Inc.

  55.40/44.60       13  

United States - 2711 Centerville Road, Suite 400, Wilmington, Delaware

 

Grom Franchising LLC

  100/0       13  
 Name of
 Undertaking
 

% holding

as between

NV /PLC

  Nominal Value   Share
Class
Note
   

United States - 55 East 59th Street, New York, 10022

 

Intuiskin Inc

  100/0   No Par Value   1  

United States - 420 South Robertson Dr., #260, Beverly Hills, CA 90212

 

Personal Care Marketing & Research Inc

  55.40/44.60   USD   1.00   7  

United States – CTC 1209 Orange Street Wilmington, DE19801

 

Living Proof, Inc.

  55.40/44.60   USD   0.01   1  

United States – CSC Lawyers Incorporating Service, 2710 Getaway Oaks Drive, 150N Sacramento, CA 95833

     

Kingdom Animalia, LLC

  55.40/44.60       13  

United States - 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

 

Pukka Herbs Inc

  0/100   USD   0.001   7  

Uruguay - Camino Carrasco 5975, Montevideu

 

Unilever Uruguay SCC S.A.

  100/0   UYU   1.00   1  

Lever S.A.

  100/0   UYP   0.10   1  

Arisco Productos Alimenticios Uruguay S.A.

  64.55/35.45   UYP   1.00   1  

Unilever del Uruguay S.R.L.

  100 /0   UYU   1.00   1  

Venezuela -Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los Chaguaramos, Urbanización La Castellana, Caracas

     

Unilever Andina Venezuela S.A.

  100/0   VEB   1,000.00   1  

Vietnam - Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City

     

Unilever Vietnam International Company Limited

  100/0       13  

Zambia - Stand No. 7136, Mwembeshi Road, P.O. Box 31953 Lusaka

 

Unilever South East Africa Zambia Limited

  0/100   ZMK   2.00   34  
  0/100   ZMK   2.00   1  

Zimbabwe - Box 950 Harare

 

Unilever – Zimbabwe (Pvt) Limited r

  0/100   ZWD   2.00   1  

SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION

 

Brazil- Pouso Alegre, Minas Gerais, Brazil Av, Prefeito Olavo Gomes, 3701, Suite Repensar, Jardim Mariosa, 37550-000

     

UBI 3 Participacoes Ltda

  64.55/35.45   BRL   1.00   5  

China - Room 01, 24/F, Office Building, No. 93 Middle Huaihai Road, Shanghai

 

Shanghai CarverKorea Limited

  0/100   USD   1.00   7  

Ecuador - Km 25 Vía a Daule, Guayaquil

 

Visanuasa S.A.

  100/0   USD   1.00   1  

England and Wales - 5th Floor, 6 St Andrew Street, London, EC4A 3AE

 

Big Sync Music Limited r (67.39)

  67.39/0   GBP   0.001   35  
  100/0   GBP   1.00   36  

Catexel Limited r (97.67)

  0/97.67   GBP   0.01   2  

(45.25)

  0/45.25   GBP   0.01   36  

(96.67)

  0/96.67   GBP   0.01   14  

Catexel Technologies Limited r (79.52)

  0/79.52   GBP   0.001   35  

Catexel Cellulosics Limited r (80.27)

  0/80.27   GBP   0.001   35  

Unilever Ventures General Partner Limited

  0/100   GBP   1.00   1  

England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY

 

Dollar Shave Club Limited

  0/100   GBP   1.00   1  

England and Wales – 1 More London Place, London, SE1 2AF

 

Brooke Bond Foods Limited (In Liquidation)

  0/100   GBP   1.00   1  

Unidis Twenty Six Limited (In Liquidation)

  0/100   GBP   1.00   1  

Ghana - Plot No. Ind/A/3A–4, Heavy Industrial Area, Tema

 

United Africa Trust Limited

  0/100   GHC   10.00   1  

Greece - Kymis ave & 10, Seneka str. GR-145 64 Kifissia

 

Lipoma Management Consulting SA

  100/0   EUR   10.00   1  

Haiti – Port-au-Prince

 

Unilever Haiti S.A.

  100/0   HTG   500,000   56  

Hong Kong – 6th Floor, Alexandra House, 18 Chater Road, Central

 

T2 Hong Kong Limited

  100/0   HK   1   1  

Hong Kong - Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty

     

Hong Kong CarverKorea Limited

  0/100   HKD   1.00   7  

India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099

 

Bhavishya Alliance Child Nutrition Initiatives

  0/67.20   INR   10.00   1  

(67.20)

         

Hindustan Unilever Foundation (67.21)

  0/67.21   INR   10.00   1  

Israel - 3 Daniel Fisch St., Tel Aviv, 6473104

 

PCMR International Limited

  55.40/44.60   NIS   0.10   1  

Iran – No.32, Mokhberb Blvd, Ashrafi Esfashani Exo,.Tehran, Iran Postal Code: 1476785475

 

Golestan Co.

  50.66/0       1  

Jamaica - White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine

 

Unilever Jamaica Limited

  0/100   JMD   1.00   1  

Kenya - Commercial Street, P.O. BOX 40592-00100, Nairobi

 

Union East African Trust Limited*

  0/100   KES   20.00   1  

Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul

 

Carver Korea Co., Ltd

  0/100   KRW   500.00   7  

Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca

 

Societe Commerciale du Rif

  0/100   MAD   50.00   1  

Societe Tangeroise de Parfumerie et d’Hygiene S.A.R.L.

  0/100   MAD   50.00   1  

Netherlands - Wassenaarseweg 72, 2333 AL Leiden

 

Chemsenti B.V. (79.52)

  0/79.52   EUR   1.00   1  

Weena 455, 3013 AL Rotterdam

 

Unilever UK Holdings B.V.

  100/0   EUR   1.00   1  
 

 

Annual Report on Form 20-F 2017   Financial Statements   143


Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP CONTINUED

    

 

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 
Class 
Note 

 

Unilever International Holdings B.V.

  100/0   EUR   1.00   1

Unilever UK Holdings N.V.°

  100/0   EUR   1.00   1

Unilever International Holdings N.V.°

  100/0   EUR   1.00   1

Scotland - 15 Atholl Crescent, Edinburgh, EH3 8HA

Unilever Ventures (SLP) General Partner Limited

  0/100   GBP   1.00   1

United States - 13335 Maxella Ave. Marina del Rey, CA 90292

DSC Distribution, Inc.

  55.40/44.60       13

United States - 233 Bleecker Street, New York, 10014

Grom WTC LLC

  100/0       13

Grom Century City LLC

  100/0       13

United States - 200 Clarendon Street, Boston, MA 02116

BC Cadence Holdings, Inc

  55.40/44.60   USD   0.01   7

United States - 11 Ranick Drive South, Amityville, NY 11701

Sundial Group LLC

  55.40/44.60       22
  55.40/44.60       64
  55.40/44.60       65

Sundial Group Holdings LLC

  55.40/44.60       13

BTWalls LLC

  55.40/44.60       13

Sundial Brands LLC

  55.40/44.60       66

Sundial Creations LLC

  55.40/44.60       13

Madam C.J. Walker Enterprises, LLC

  55.40/44.60       13

Nyakio LLC

  55.40/44.60       13

Sundial Digital LLC

  55.40/44.60       13

ASSOCIATED UNDERTAKINGS

Australia – 1-3 Newton Street, Cremorne, VIC 3121

SNDR PTY LTD r

  100/0   No Par Value   58

Bahrain - 161, Road 328, Block 358, Zinj, Manama

Unilever Bahrain Co. W.L.L. (49)

  0/49   BHD   50.00   1

Brazil - Rod. Dom Gabriel Paulino Bueno Couto, km. 66 – Part

ITB Ice Tea do Brazil Limitada (50)   32.28/17.72   BRL   1.00   5
Brazil - Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi,
CEP 0471/001-00, City of São Paulo, State of São Paulo      
Gallo Brasil Distribuição e comércio Limitada (55)   0/55   BRL   1.00   5
Canada - Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9
A&W Root Beer Beverages Canada Inc. (40)   25.82/14.18   No Par Value   38
Cyprus - 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited r (49)   0/49   EUR   1.71   3
England and Wales - Chesterford Research Park, Little Chesterford, Saffron, Waldon CB10 1XL
Arecor Limited r (24.22)   0/24.22   GBP   0.01   1
(35.72)   0/35.72   GBP   0.01   35
England and Wales - 3rd Floor, 101 New Cavendish Street, London W1W 6XH
Blis Media Limited r (30.11)   30.11/0   GBP   0.00001   39
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
Blow Limited (6.97)   6.97/0   GBP   0.001   1
(49.77)   49.77/0   GBP   0.001   57
England and Wales - First Floor, 59-61 High Street West, Glossop SK13 8AZ
CDDM Technology Limited r (49.53)   0/49.53   GBP   0.01   36
England and Wales - 1st Floor, Charles House, 5-11 Regent Street, London SW1Y 4LR
Langholm Capital II L.P.   46.30/0       4
England and Wales - Unit 3 Morris House, Swainson Road, London W3 7UP
SCA Investments Limited r (5.98)   5.98/0   GBP   0.001   35
(74.60)   74.60/0   GBP   0.001   40
(25.19)   25.19/0   GBP   0.001   41
(9.52)   9.52/0   GBP   0.001   42
England and Wales – 167 Wimbledon Park Road, London SW18 5RH
THENUDECO LIMITED r (38.95)   38.95/0   GBP   0.001   35
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
Trinny London Limited r (64.22)   64.22/0   GBP   0.01   43
England and Wales - 5th Floor, 6 St Andrew Street, London EC4A 3AE
Voltea Limited r (35.58)   0/35.58   EUR   0.10   35
(66.83)   0/66.83   EUR   0.10   44
(12.44)   0/12.44   EUR   0.10   46
(18.14)   0/18.14   EUR   0.10   52
(3.56)   0/3.56   EUR   0.10   50
France - 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99)   32.27/17.72   No Par Value   1
Germany - Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH (50)   32.78/17.22   EUR   100,000.00   1
Henglein & Co. Handels-und Beteiligungs   32/18       4
GmbH & Co. KG (50)        
Henglein Geschäftsführungs GmbH (50)   32/18   DEM   50,000.00   1
Nürnberger Kloßteig NK GmbH & Co. KG (50)   32/18       4
Germany - Bad Bribaer Straße, 06647 Klosterhäseler
Henglein GmbH (50)   32/18   DEM   50,000.00   1
Beerbachstruße 37, 17153 Stavenhagen        

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 
Class 
Note 

 

Hochreiter Frischteigwaren GmbH (50)

  32.78/17.22   DEM   250,000.00   1

Indonesia - Wisma Bango Lt.05, Jl.Sulaiman No.32, Jakarta Barat 11540

PT Anugrah Mutu Bersama (40)

  26.22/13.78   IDR   1,000,000.00   1

Ireland - 70 Sir John Rogersons Quay, Dublin 2

Pepsi Lipton International Limited r

  100/0   EUR   1.00   52
  100/0   EUR   1.00   53
  100/0   EUR   1.00   54
  100/0   EUR   1.00   55

India – 101, Tower 5, Orchid Petals, Sector 49, Gurgaon

AAIDEA Solutions Private Limited r

  100/0   INR   100.00   67

India - 7th Floor, 703/704, Marathon Icon, Off Ganpatrao Kadam Marg, Vir Santaji Marg,

Lower Parel, Mumbai-400013

Peel-Works Private Limited r (48.15)

  48.15/0   INR   30.00   63

Israel - Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692

Iluminage Beauty Limited r (99.74)

  99.74/0   ILS   1.00   14

Japan - #308, 5–4–1, Minami Azabu, Tokyo

Grom Japan K.K (34)

  34/0   JPY   50,000.00   1

Luxembourg - 5 Heienhaff, L-1736 Senningerberg

Helpling Group Holding S.à r.l. r

  98.57/0   EUR   1.00   60

Mauritius – c/o Equinoxe Alternative Investment services (Mauritius Limited); 12 th Floor,

Standard Chartered Tower. Ebene 72201

Capvent Asia Consumer Fund Limited r (41.00)

  41.00/0   USD   0.01   8

Oman - Po Box 1711, Ruwi, Postal code 112

Towell Unilever LLC

  0/49   OMR   10.00   1

Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City,

Taguig City, M.M

Sto Tomas Paco Land Corp r

  64.55/35.45   PHP   1.00   7

Paco Platform 7.5 Inc. r

  64.55/35.45   PHP   1.00   7

Cavite Horizons Land, Inc.

  22.66/12.44   PHP   1.00   7
  64.55/35.45   PHP   10,000.00   14

Industrial Realties, Inc.

  29.30/16.1   PHP   1.00   7

Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan,

Pasig City

WS Holdings Inc. r

  64.55/35.45   PHP   1.00   29

Selecta Walls Land Corp r

  64.55/35.45   PHP   10.00   29

Portugal - Largo Monterroio Mascarenhas, 1,1099–081 Lisboa

Fima Ola – Produtos Alimentares, S.A. (55)

  0/55   EUR   500.00   1

Gallo Worldwide, Limitada (55)

  0/55   EUR   1,000,000.00   5

Transportadora Central do Infante, Limitada (54)

  0/54   EUR   1.00   1

Unilever Fima, Limitada (55)

  0/55   EUR   26,295,157.00   5

Victor Guedes – Industria e Comercio, S.A. (55)

  0/55   EUR   5.00   1

Sweden - No 18 Office & Lounge, Briger Jarlsgatan 18,114 34 Stockholm

SachaJuan Haircare AB r (99.50)

  99.50/0   SEK   1.00   9

United Arab Emirates - P.O. Box 49, Dubai

   

Al Gurg Unilever LLC (49)

  0/49   AED   1,000.00   1

United Arab Emirates - Po Box 49, Abu Dhabi

   

Thani Murshid Unilever LLC (49)

  49/ 0   AED   1,000.00   1

United States -1679 South Dupont Highway, Suite 100, Dover, Kent County, Delaware 19901

Beauty Bakerie Cosmetics Brand Inc r (50.05)

  50.05/0   USD   0.001   58

United States - 2600 Tenth St #101, Berkeley CA 94710

   

Machine Vantage (9.86)

  9.86/0       7

(55.19)

  55.19/0       58

United States - c/o Law Traders Inc., 300 Delaware Ave., Suite 210, in the City of Wilmington, County of New Castle

Quantbiome Inc. (dba Thryve) r (23.26)

  23.26/0   USD   0.00001   59

United States - C/O National Registered Agents, Inc.160 Green Tree Drive, Suite 101, Dover, Delaware 19904

Discuss.io Inc r (8.30)

  8.30/0   USD   0.0001   7

(15.36)

  15.36/0   USD   0.0001   55

(53.91)

  53.91/0   USD   0.0001   43

United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

   

Pepsi Lipton Tea Partnership (50)

  27.70/22.30       4

United States – 548 Market St #70998, San Francisco, CA 94104-5401

   

Physic Ventures L.P. (57.27)

  57.27/0       4

United States - 1170 Olinder Court, San Jose, CA 95122

   

Sunbasket Inc r (2.51)

  2.51/0   USD   0.0001   7

(89.03)

  89.03/0   USD   0.0001   60

(1.92)

  1.92/0   USD   0.0001   61

United States - 2711 Centerville Road, 400 Wilmington, 19808 New Castle

   

Nutraceutical Wellness Inc (dba Nutrafol) r

  41.70/0   USD   0.0001   62

(41.70)

       

(56.82)

  56.82/0   USD   0.0001   51
 

 

 

144   Financial Statements    Annual Report on Form 20-F 2017


Table of Contents

    

    

    

 

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.
LOGO   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 d’Ivoire, Cuba, the Dominican Republic, Kazakhstan, Moldova, the Netherlands, the Philippines, Rwanda, Saudi Arabia, Slovenia, Turkey and United Kingdom.

 

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SHAREHOLDER INFORMATION

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
with the Q4 2017 results

    1 February 2018   15 February 2018   16 February 2018   21 March 2018    

Quarterly dividend announced
with the Q1 2018 results

    19 April 2018   3 May 2018   4 May 2018   6 June 2018    

Quarterly dividend announced
with the Q2 2018 results

    19 July 2018   2 August 2018   3 August 2018         5 September 2018    

Quarterly dividend announced
with the Q3 2018 results

            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

SGG Financial Services B.V.
Hoogoorddreef 15   
1101 BA Amsterdam   
Telephone    +31 (0)20 522 25 10
Telefax    +31 (0)20 522 25 35
Website    www.sgggroup.com
Email    registerunilever@sgggroup.com
UK   
Computershare Investor Services PLC
The Pavilions   
Bridgwater Road   
Bristol BS99 6ZZ   
Telephone    +44 (0)370 600 3977
Telefax    +44 (0)370 703 6101
Website    www.investorcentre.co.uk
FAQ and Contact Form    computershare.co.uk/contactus
US   
American Stock Transfer & Trust Company
Operations Center   
6201 15th Avenue   
Brooklyn, NY 11219   
Toll-free number    +1 866 249 2593
Direct dial    +1 718 921 8124
Email    db@astfinancial.com

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.

LOGO   www.unilever.com
LOGO   www.unilever.com/investorrelations
LOGO   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.

 

LOGO   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.

 

LOGO   www.sec.gov

QUARTERLY RESULTS ANNOUNCEMENTS

Are in English with figures in euros.

 

 

156   Shareholder information    Annual Report on Form 20-F 2017


Table of Contents

INDEX

    

 

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


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ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED     

    

    

 

 

FORM 20-F REFERENCES

 

Item 1   Identity of Directors, Senior Management and Advisers   n/a
Item 2   Offer Statistics and Expected Timetable   n/a
Item 3   Key Information
  A.      Selected Financial Data   116, 163, 169 - 170
  B.      Capitalisation and Indebtedness   n/a
  C.      Reasons for the offer and use of proceeds   n/a
  D.      Risk factors   26 - 31
Item 4   Information on the Company
  A.      History and development of the company   18 – 25, 34, 36 – 37, 39 – 40, 89, 111 – 112, 132 – 135, 156, 175 - 178
  B.      Business overview   1, 8 – 25, 31, 34, 93 – 95, 175 - 179
  C.      Organisational structure   34, 138 - 145
  D.      Property, plant and equipment   111 – 112, 179
Item 4A   Unresolved Staff Comments   n/a
Item 5   Operating and Financial Review and Prospects
  A.      Operating results   4 – 6, 8, 18, 19 – 25, 31, 123 – 124, 175 - 178
  B.      Liquidity and capital resources   21 – 22, 26 – 27, 77, 89, 111 – 112, 115 – 116, 119 – 132, 178
  C.      Research and development, patents and licences, etc.   9, 96 - 97
  D.      Trend information   4 – 5, 8, 19 – 25, 27 – 31, 175 - 178
  E.      Off-balance sheet arrangements   121 – 126, 128 - 132
  F.      Tabular disclosure of contractual obligations   22, 111 – 112, 119 – 120, 131 - 132
  G.      Safe harbour   inside back cover
Item 6   Directors, Senior Management and Employees
  A.      Directors and senior management   3, 34, 160
  B.      Compensation   47, 61, 97 – 104
  C.      Board practices   3, 5, 34 – 35, 41 – 46, 61, 71, 73, 75, 160
  D.      Employees   97, 160
  E.      Share ownership   63 – 70, 103 -104, 160
Item 7   Major Shareholders and Related Party Transactions
  A,      Major shareholders   34, 37 - 38, 161
  B.      Related party transactions   136 – 137, 161
  C.      Interest of experts and counsel   n/a
Item 8   Financial Information
  A.      Consolidated statements and other financial information   77 - 78, 86 – 145, 156, 163, 170 - 174
  B.      Significant changes   137
Item 9   The Offer and Listing
  A.      Offer and listing details   161 - 162
  B.      Plan of distribution   n/a
  C.      Markets   36 - 37
  D.      Selling shareholders   n/a
  E.      Dilution   n/a
  F.      Expenses of the issue   n/a
Item 10   Additional Information
  A.      Share capital   n/a
  B.      Articles of association   34 – 40, 45, 69, 116, 164
  C.      Material contracts   34, 39, 164
  D.      Exchange controls   164
  E.      Taxation   165 - 166
  F.      Dividends and paying agents   n/a
  G.      Statement by experts   n/a
  H.      Documents on display   156, 164
  I.      Subsidiary information   n/a

 

158      Annual Report on Form 20-F 2017


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ADDITIONAL INFORMATION FOR US LISTING PURPOSES

    

    

 

 

Item 11   Quantitative and Qualitative Disclosures About Market Risk   98 – 103, 113 – 116, 121 – 130, 178
Item 12   Description of Securities Other than Equity Securities
  A.    Description of debt securities   n/a
  B.    Description of warrants and rights   n/a
  C.    Description of other securities   n/a
  D.1    Name of depositary and address of principal executive   n/a
  D.2    Title of ADRS and brief description of provisions   n/a
  D.3    Transfer agent fees and charges   167
  D.4    Transfer agent payments – fiscal year 2016   167
Item 13   Defaults, Dividend Arrearages and Delinquencies
  A.    Defaults     167
  B.    Dividend arrearages and delinquencies   167
Item 14   Material Modifications to the Rights of Security Holders and Use of Proceeds   n/a
Item 15   Controls and Procedures   26, 40, 42, 78, 168
Item 16   Reserved   n/a
Item 16A   Audit Committee Financial Expert   35, 41
Item 16B   Code of Ethics   26, 40, 43
Item 16C   Principal Accountant Fees and Services   41 – 42, 168
Item 16D   Exemptions From The Listing Standards For Audit Committees   n/a
Item 16E   Purchases Of Equity Securities By The Issuer and Affiliated Purchasers   36 – 37, 168
Item 16F   Change in Registrant’s Certifying Accountant   n/a
Item 16G   Corporate Governance   34 – 40
Item 16H         Mine Safety Disclosures   n/a
Item 17   Financial Statements   77, 78, 86 – 145, 170 - 174
Item 18   Financial Statements   77, 78, 86 – 145, 170 - 174
Item 19   Exhibits  

Please refer to the Exhibit list located immediately following

the signature page for this document as filed with the SEC.  

 

Annual Report on Form 20-F 2017     159


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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, Unilever’s 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


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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 NV’s ordinary shares (including shares underlying NV New York Registry shares) were held in the United States (approximately 11% in 2016) and approximately 10% of PLC’s 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 Unilever’s 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


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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


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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


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ARTICLES OF ASSOCIATION

NV’s 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 PLC’s 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 NV’s 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 PLC’s Articles of Association, without the approval of shareholders (by way of an ordinary resolution).

ALLOCATION OF PROFITS

Under NV’s 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 NV’s or PLC’s 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 PLC’s 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 PLC’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.

UNILEVER ANNUAL REPORT ON FORM 20-F 2017

Filed with the SEC on the SEC’s 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 SEC’s 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 SEC’s website.

 

 

164      Annual Report on Form 20-F 2017


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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 establishment’s 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 shareholder’s 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 NV’s 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 NV’s 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


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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 establishment’s 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 individual’s 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 PLC’s 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 PLC’s 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 PLC’s 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 individual’s death; or
  on a gift of the shares during the individual’s 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


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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 PLC’s 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


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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.

 

 

MANAGEMENT’S 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 Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):

 

  Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
  Unilever’s 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. Management’s assessment and conclusion excludes Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial, and Schmidt’s 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


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SELECTED FINANCIAL DATA

The schedules below provide the Group’s selected financial data for the five most recent financial years.

 

     € million      million      million      million      million  
Consolidated income statement    2017     2016     2015     2014     2013  

Turnover

     53,715       52,713       53,272       48,436       49,797  

Operating profit

     8,857       7,801       7,515       7,980       7,517  

Net finance costs

     (877     (563     (493     (477     (530
Share of net profit/(loss) of joint ventures and associates and other income/(loss) from non-current investments      173       231       198       143       127  

Profit before taxation

     8,153       7,469       7,220       7,646       7,114  

Taxation

     (1,667     (1,922     (1,961     (2,131     (1,851

Net profit

     6,486       5,547       5,259       5,515       5,263  

Attributable to:

          

Non-controlling interests

     433       363       350       344       421  

Shareholders’ equity

     6,053       5,184       4,909       5,171       4,842  
           € million             million             million             million             million  
Combined earnings per share (a)    2017     2016     2015     2014     2013  

Basic earnings per share

     2.16       1.83       1.73       1.82       1.71  

Diluted earnings per share

     2.15       1.82       1.72       1.79       1.66  

 

(a)  For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 107.

  

     € million     million     million     million     million  
Consolidated balance sheet    2017     2016     2015     2014     2013  

Non-current assets

     43,302       42,545       39,612       35,680       33,391  

Current assets

     16,983       13,884       12,686       12,347       12,122  

Total assets

     60,285       56,429       52,298       48,027       45,513  

Current liabilities

     23,177       20,556       20,019       19,642       17,382  

Non-current liabilities

     22,721       18,893       16,197       14,122       13,316  

Total liabilities

     45,898       39,449       36,216       33,764       30,698  

Share Capital

     484       484       484       484       484  

Reserves

     13,145       15,870       14,955       13,167       13,860  

Non-controlling interests

     758       626       643       612       471  

Total equity

     14,387       16,980       16,082       14,263       14,815  

Total liabilities and equity

     60,285       56,429       52,298       48,027       45,513  
     € million     million     million     million     million  
Consolidated cash flow statement    2017     2016     2015     2014     2013  

Net cash flow from operating activities

     7,292       7,047       7,330       5,543       6,294  

Net cash flow from/(used in) investing activities

     (5,879     (3,188     (3,539     (341     (1,161

Net cash flow from/(used in) financing activities

     (1,433     (3,073     (3,032     (5,190     (5,390

Net increase/(decrease) in cash and cash equivalents

     (20     786       759       12       (257

Cash and cash equivalents at the beginning of the year

     3,198       2,128       1,910       2,044       2,217  

Effect of foreign exchange rates

     (9     284       (541     (146     84  

Cash and cash equivalents at the end of the year

     3,169       3,198       2,128       1,910       2,044  

 

Annual Report on Form 20-F 2017     169


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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 Unilever’s 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
entities

r (a)  

 
 

   



Unilever
United

States Inc.
subsidiary
guarantor

 
 

 
 
 

   

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


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     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


Table of Contents

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


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     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


Table of Contents

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


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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


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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 Hellmann’s 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 & Jerry’s ‘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


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FINANCE AND LIQUIDITY

Approximately 1.5 billion (or 43%) of the Group’s 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 Group’s 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


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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


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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 Unilever’s 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


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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: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilever’s 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 Group’s 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 Group’s 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.

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Table of Contents
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

 

 


Table of Contents

UNILEVER PLC — 20-F EXHIBIT LIST

 

Exhibit Number   Description of Exhibit
  1.1   Articles of Association of Unilever PLC 1
  2.1   Trust Deed dated as of July  22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation, Unilever United States, Inc. and The Law Debenture Trust Corporation p.l.c., relating to Guaranteed Debt Securities 2
  2.2   Twenty-first Supplemental Trust Deed as of April 22, 2016, incorporating the Trust Deed as of July  22, 1994, as Amended and Restated on April 22, 2016 3
  2.3   Amended and Restated Indenture as of September  22, 2014, among Unilever Capital Corporation, Unilever N,V. Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, relating to Guaranteed Debt Securities 4
  2.4   Second Amended and Restated Deposit Agreement dated as of July  1, 2014 by and among Unilever PLC and Deutsche Bank Trust Company Americas, as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder 5
  4.1(a)   Equalisation Agreement between Unilever N.V. and Unilever PLC 6
  4.1(b)   Deed of Mutual Covenants 7
  4.1(c)   Agreement for Mutual Guarantees of Borrowing 8
  4.2   Service Contracts of the Executive Directors of Unilever PLC
  4.3   Letters regarding compensation of Executive Directors of Unilever PLC
  4.4   Unilever North America 2002 Omnibus Equity Compensation Plan as Amended and Restated as of November 1, 2012 9
  4.5   The Unilever PLC International 1997 Executive Share Option Scheme 10
  4.6   The Unilever Long Term Incentive Plan 11
  4.7   Global Share Incentive Plan 2007 12
  4.8   The Management Co-Investment Plan 13
  4.9   Unilever Share Plan 2017
  7.1   Calculation of Ratio of Earnings to Fixed Charges
  8.1   List of Subsidiaries 14
12.1   Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1   Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1   Consent of KPMG LLP and KPMG Accountants N.V.


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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.


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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.


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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 L’Ermitage, 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Group’s 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 Executive’s 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 Executive’s normal place of work) to be taken at times mutually agreed between the Executive and the Chairman.


6. Termination

The Executive’s 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 Executive’s 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 Executive’s 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 Company’s and/or the Unilever Group’s 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 Executive’s 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 Company’s business whilst in the course of their employment, except as required by law (provided that the Executive shall at the Company’s 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 Company’s 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. Executive’s 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 Company’s 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 Company’s rights under Clause 8 of this Agreement, if the Executive is a director of the Company, the Company’s 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 Executive’s service contract. In particular, if the Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Company’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Group’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Company’s and/or the Unilever Group’s 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 Executive’s 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 Group’s 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 Company’s 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 Company’s 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 Executive’s 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 Company’s 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 Executive’s service contract. In particular, if the Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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 Executive’s 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:

 

LOGO

 

/s/ GRAEME PITKETHLY

Witness’s signature

 

/s/ ANDREW FORSYTHE

Witness’s Name

 

     ANDREW FORSYTHE

Witness’s Address

 
 

 

 

 

Witness’s Occupation

 

     HR PROFESSIONAL

Exhibit 4.3

 

   LOGO   

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 Unilever’s 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% (Unilever’s 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 Unilever’s 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 Committee’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s Reward Framework longer-term personal commitment through share ownership drives reward. As part of Unilever’s 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


   LOGO   

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 Unilever’s 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% (Unilever’s 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 Unilever’s 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 Committee’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s Reward Framework longer-term personal commitment through share ownership drives reward. As part of Unilever’s 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


   LOGO   

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 Unilever’s plans for accelerated sustainable shareholder value creation

Reference is made to your reward letter dated 17 March 2017.

Subsequent to Unilever’s 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 Unilever’s 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


   LOGO   

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 Unilever’s plans for accelerated sustainable shareholder value creation

Reference is made to your reward letter dated 17 March 2017.

Subsequent to Unilever’s 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 Unilever’s 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 Participant’s 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 Company’s 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:

 

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  (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).

 

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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:

 

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  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.

 

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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.

 

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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.

 

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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:

 

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  (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.

 

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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 Participant’s employer;

 

  8.2.3 the Participant’s 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).

 

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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 Participant’s 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

 

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  9.1.3 there is reasonable evidence of material breach by the Participant of the Company’s Code of Business Principles or the Company’s 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 Participant’s 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.

 

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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 Participant’s 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.

 

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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 Board’s 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 Participant’s 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 employee’s employment with a member of the Group and after the termination of an employee’s 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 Board’s 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 Participant’s 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 Unilever’s 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 Participant’s leaver status);

 

  15.5.3 providing data to future purchasers or merger partners of the Company, the Participant’s 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 Participant’s 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 Unilever’s 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 company’s 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 company’s 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 company’s 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 company’s internal control over financial reporting; and

 

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s 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 company’s 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 company’s 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 company’s 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 company’s 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 company’s 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 company’s internal control over financial reporting; and

 

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s 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 company’s 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 company’s 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 Schmidt’s Naturals during November and December 2017 and management excluded from its assessment of the effectiveness of Unilever Group’s internal control over financial reporting as of 31 December 2017, Carver Korea Co, Ltd, MaeTerra, TAZO, Sundial, and Schmidt’s Naturals’ internal control over financial reporting associated with approximately 7.8% of Unilever Group’s total assets as at 31 December 2017 and approximately 0.17% of Unilever Group’s 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 Schmidt’s Naturals.

 

KPMG LLP     KPMG Accountants N.V.
London, United Kingdom     Amsterdam, Netherlands
/s/ KPMG LLP     /s/ KPMG Accountants N.V.

28 February 2018