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, 2020 | ||
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, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Ordinary shares, nominal value of 3 1/9 pence per share | ULVR | New York Stock Exchange* | ||
American Depositary Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each | UL | New York Stock Exchange |
*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
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:
Title of each class |
||
2.75% Notes due 2021 3.0% Notes due 2022 2.2% Notes due 2022 0.375% Notes due 2023 3.125% Notes due 2023 3.25% Notes due 2024 2.6% Notes due 2024 3.1% Notes due 2025 3.375% Notes due 2025 2.0% Notes due 2026 2.9% Notes due 2027 3.5% Notes due 2028 2.125% Notes due 2029 1.375% Notes due 2030 5.9% Notes due 2032 |
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
The total number of outstanding shares of the issuers capital stock at the close of the period covered by the annual report was: 2,629,243,772 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 every Interactive Data File required to be submitted 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 such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, 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 whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; Unilevers investment choices in its portfolio management; the effect of climate change on Unilevers business; Unilevers ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. A number of these risks have increased as a result of the current Covid-19 pandemic.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2020 and the Unilever Annual Report and Accounts 2020.
In this report
Strategic Report |
How our Compass strategy is delivering value for our stakeholders
Introduction | Our strategy | |||||
2 | At a glance | 8 | Our strategy | |||
4 | Chairmans introduction | 12 | Our business model | |||
6 | Chief Executive Officers Q&A |
Our stakeholders | Performance review | |||||
14 | Stakeholder review | 34 | Our performance | |||
16 | Our people | 36 | Financial review | |||
20 | Consumers | 44 | Our risks | |||
24 | Customers | 51 | Sustainability deep-dives: climate change and plastic | |||
26 | Suppliers & business partners | |||||
28 | Planet & society | 60 | Non-financial information statement | |||
32 | Shareholders |
Governance Report |
How were running a responsible
and effective business
Financial Statements |
Our full financial results and
notes for the year
Online |
You can find more information about Unilever online at
www.unilever.com
For further information on our sustainability performance
www.unilever.com/planet-and-society
The Unilever Annual Report on Form 20-F 2020 along with other relevant documents can be downloaded at
www.unilever.com/investor-relations/annual-report-and-accounts
|
Unilever Annual Report on Form 20-F 2020
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 PLC (PLC) together with the companies it controls. The terms Unilever, the Group, we, our and us refer to the Unilever Group.
Our Strategic Report, pages 1 to 60, contains information about us, how we create value and how we run our business. It includes our strategy, business model 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 2020. The Strategic Report has been approved by the Board and signed on their behalf by Ritva Sotamaa Group Secretary.
Our Governance Report, pages 61 to 103, contains detailed corporate governance information, our Committee reports and how we remunerate our Directors.
Our Financial Statements and Notes are on pages 104 to 183.
Pages 1 to 192 constitute the Unilever Annual Report and Accounts 2020, which we may also refer to as this Annual Report and Accounts throughout this document.
The Directors Report of PLC on pages 61 to 75, 104 (Statement of Directors responsibilities), 134 (Dividends on ordinary capital), 149 to 155 (Treasury Risk Management), 176 (Post balance sheet events) and 190 (Branch disclosure) has been approved by the PLC Board and signed on its behalf by Ritva Sotamaa Group Secretary.
Pages 193 to 203 are included as Additional Information for US Listing Purposes.
The events of 2020 have tested the world in ways few anticipated. They also tested the resilience of our business our people, our operations, our financial strength. While this has not been an easy year, its made us a stronger business, better prepared for a fast-changing world.
We believe that the world needs businesses like Unilever more than ever. We have responded with speed and agility to protect lives and livelihoods, while growing our business. Driving a progressive agenda on issues like climate, social inequality and the future of work. And serving consumers through our purposeful brands, which are more relevant than ever.
Above all, this year has strengthened our commitment to being the global leader in sustainable business, and to showing that our purpose-led, future-fit business model delivers superior performance.
2 | Unilever Annual Report on Form 20-F 2020 |
As one of the worlds largest consumer goods companies, were driven by our purpose to make sustainable living commonplace.
A truly global business | Strong brands with purpose | |
Our brands are available in over 190 countries |
Our 400+ brands help people feel good, look good and get more out of life |
Our financial highlights
Turnover |
Underlying sales | Dividends paid | ||||||
growth(c) | ||||||||
51bn |
1.9% | 4.3bn | ||||||
2019: 52bn |
2019: 2.9% | 2019: 4.2bn | ||||||
2018: 51bn |
2018: 3.2% | 2018: 4.1bn | ||||||
Underlying operating |
Operating margin |
Free cash flow(c) |
||||||
margin(c) |
||||||||
18.5% |
16.4% | 7.7bn | ||||||
2019: 19.1% |
2019: 16.8% | 2019: 6.1bn | ||||||
2018: 18.6% |
2018: 24.8% | 2018: 5.4bn | ||||||
(a) |
Based on a detailed study carried out in 2016. |
(b) |
Based on market penetration and consumer interactions (Kantar Brand Footprint report). |
(c) |
Free cash flow, underlying operating margin and underlying sales growth are non-GAAP measures. 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 39. |
Unilever Annual Report on Form 20-F 2020 | 3 |
Powered by our people | Using our scale for good | |
Our purposeful and inclusive culture | We have an ambitious sustainability agenda | |
attracts the best talent in our markets | which is delivering significant impact | |
Read more about our people | Read more about the planet & | |
on pages 16 to 19 | society on pages 28 to 31 | |
Our three Divisions |
Read more about our Divisions on pages 20 to 23 |
|||||||||||||
Beauty & Personal Care | Foods & Refreshment | Home Care | ||||||||||||
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What we stand for: | What we stand for: | What we stand for: | ||||||||||||
To be the most people- and planet- | To be a world-class force | Making peoples homes a better | ||||||||||||
positive beauty business in the world. | for good in food. | world, and our world a better home. | ||||||||||||
Our largest categories: | Our largest categories: | Our largest categories: | ||||||||||||
Deodorants, Hair care, Skin care, | Ice cream, Savoury, | Fabric solutions, | ||||||||||||
Skin cleansing | Dressings, Tea | Home and hygiene | ||||||||||||
A selection of our brands: | A selection of our brands: | A selection of our brands: | ||||||||||||
Axe, Clear, Dove, Lifebuoy, Lux, | Ben & Jerrys, Breyers, Brooke Bond, | Cif, Dirt is Good (Omo, Persil), | ||||||||||||
Ponds, Rexona, Signal, Suave, | Heart (Walls), Hellmanns, Knorr, | Domestos, Seventh Generation, | ||||||||||||
Sunsilk, TRESemmé, Vaseline | Lipton, Magnum, The Vegetarian | Sunlight | ||||||||||||
Butcher, Unilever Food Solutions | ||||||||||||||
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|
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21.1bn turnover | 19.1bn turnover | 10.5bn turnover | ||||||||||||
41% of total turnover | 38% of total turnover | 21% of total turnover | ||||||||||||
52% of total operating profit | 33% of total operating profit | 15% of total operating profit | ||||||||||||
(d) |
Based on a total management population of 15,161 Unilever employees. |
4 | Unilever Annual Report on Form 20-F 2020 |
Nils Andersen reflects on a challenging year and the
key actions taken to ensure Unilever remains resilient.
Covid-19 cast a dark shadow over the whole of 2020 and on behalf of the Board let me start by saying that our thoughts go out to all those who have suffered from the effects of this terrible pandemic. Equally, we remain deeply thankful to all those front-line workers including in our own business who have worked tirelessly to help keep others safe and our economies moving forward. Despite the inevitable and widespread disruption to Unilevers own business, the Group responded with commendable resilience and ingenuity, delivering a good set of results in very challenging circumstances. Importantly, we also took the opportunity last year to progress our strategic change agenda with shareholders overwhelmingly supporting proposals to simplify Unilevers dual-headed legal structure.
Our performance
Given the need to manage the business dynamically in the wake of the far-reaching effects of the coronavirus pandemic, the Group took the prudent decision early in the year to focus on volume-led competitive growth, and the delivery of underlying operating profit and free cash flow, as the best means of maximising value. The results confirm that those objectives were met, with an improvement in underlying operating profit when excluding currency impact, and strong free cash flow. Responding quickly and decisively to events combined with a sharper focus on operational basics contributed significantly to the step-up in competitiveness, with over 60% of the business now winning market share.
Unification
On 29 November 2020, Unilever completed the Unification of its Group legal structure under a single parent company, Unilever PLC. For the first time in its history, Unilever PLC provides an equal voting basis per share for all shareholders and now trades with one market capitalisation, one class of shares and one global pool of liquidity, whilst also maintaining the Groups listings on the Amsterdam, London and New York stock exchanges.
This was an important step for Unilever with shareholders of both parent companies, Unilever PLC and Unilever NV, voting over 99% in favour of Unification. We would like to thank our shareholders for their strong support for our proposals. There will be no changes to the operations, locations, activities or staffing levels in either the Netherlands or the United Kingdom as a result of Unification, but the changes will provide greater flexibility for strategic portfolio change and further strengthen governance. The headquarters of Unilevers Foods & Refreshment Division continues to be based in Rotterdam and the Home Care and Beauty & Personal Care Divisions continue to be headquartered in the United Kingdom.
Remuneration
During the second half of 2020, we consulted on our proposed new Directors Remuneration Policy which we propose to change at the Annual General Meeting in 2021 when our current policy comes to the end of its three year term.
Subject to shareholder approval, the key change we are proposing to our Remuneration Policy is to replace the current Management Co-Investment Plan (MCIP) with a new Performance Share Plan (PSP) entirely delinked from the annual bonus. The new Policy defers half of the Executive Directors annual bonus in shares for three years while the PSP continues to require our Executive Directors to hold their long term share awards for a minimum of five years before they can be sold.
By enhancing the impact, traction and resilience of Unilevers incentives, the new Policy can help drive sustainable long-term growth and enable the Compensation Committee to set stretching but achievable performance targets over realistic timeframes. Further information on our proposals can be found in the Directors Remuneration Report on pages 76 to 103.
Corporate Governance
In December 2020, Unilever announced an intention to put its climate transition action plan before shareholders and seek an advisory vote on the companys ambitious emissions reduction targets and the plans to achieve them. The plan will set out the companys climate strategy to reduce emissions, both within its own operations and through the value chain. It will also explain how the company is managing risks and meeting consumer needs and concerns connected with climate change. It is the first time a major global company has voluntarily committed to put its climate transition action plan before a shareholder vote and we hope this increased level of transparency and accountability will strengthen the dialogue with our shareholders and encourage other companies to follow suit.
A continuing focus for the Board during the year was our engagement with Unilevers workforce. Virtual meetings were set up separately with employees, or alongside one of our virtual Board meetings. These engagement sessions enable the Non-Executive Directors to meet employees at all levels of the organisation to discuss how they feel about issues important to them through open discussion. The Covid-19 pandemic obviously dominated the way our employees worked in 2020, and our Non-Executive Directors engaged on a number of related topics, bringing their reflections back into our Board discussions. Further information on our engagement with Unilevers employees can be found on page 63. The Board also undertook a number of virtual visits to Unilever markets during the year, gaining valuable insights on these businesses and their contribution to Unilevers overall performance and strategy.
Unilever Annual Report on Form 20-F 2020 | 5 |
Vittorio Colao stepped down from the Board on 18 February 2021 following his appointment as Italys Minister for Technological Innovation and Digital Transition. Vittorio brought a high degree of knowledge and insight to us in over five years on our Board and chaired our Compensation Committee. I am pleased to confirm that Andrea Jung, already a member of the Compensation Committee, has taken over the role of Chair of that Committee.
Evaluation
Our Board evaluation in 2019 was externally facilitated and the results were discussed at the January 2020 Board meeting. I decided that for the 2020 Board evaluation process we would conduct an internal exercise, the results of which were discussed at the November 2020 Board meeting. The Board continues to perform effectively with competent and engaged members, and in its evaluation discussions the Board agreed, in particular, to focus in 2021 on Unilevers:
◾ | growth strategy |
◾ | digitisation |
◾ | channel strategy |
◾ | leadership talent and succession |
Further detail on the evaluation process this year, together with the Boards remit, operations and the topics the Board regularly discusses and debates can be found in the Governance section on page 62.
Looking ahead
Even though trading conditions will remain tough and we will be living with the effects of Covid-19 for some time to come, the Group has already shown it has the ability to withstand shocks and to emerge stronger. With its powerful category and brand portfolio, enviable position in the growth markets of the future, and recognised leadership in sustainable business, Unilever has some enduring and unrivalled strengths. Combined with its strong leadership team and outstanding workforce, I am confident that the Group is well-placed to go on delivering competitive returns while meeting the needs of its multiple and highly valued stakeholders.
Finally, on behalf of the Board, let me express our profound appreciation to the 149,000 hardworking women and men of Unilever and the many more the company partners with for their impressive efforts and commitment during a most difficult and challenging year.
6 | Unilever Annual Report on Form 20-F 2020 |
Alan Jope answers questions on our performance,
the impact of the pandemic and the Unilever Compass.
How has the Covid-19 pandemic impacted Unilever?
The first and most painful thing to say is that the pandemic has resulted in the loss of a number of Unilever colleagues across the world. Our thoughts go out to their families and friends, and indeed to all those whose lives have been impacted so tragically by this pernicious disease.
The effect of the pandemic on Unilevers business has been significant. Widespread national lockdowns saw large parts of the portfolio including our 1.7 billion food service business hit by sudden and very dramatic falls in sales, in some cases by as much as 70%. The stay at home message also led to declines across parts of our largest Division, Beauty & Personal Care, including in deodorants and hair care. In other areas, like home and hygiene and skin cleansing, there were surges in demand as consumers sought out products capable of helping in the fight against Covid-19. The in-home part of our Foods & Refreshment business also experienced an uplift in sales as people rediscovered the joys of home cooking. Across the year, we saw similarly unprecedented swings in consumer demand across geographical markets, as well as in the use of channels.
Responding to these sudden and dramatic fluctuations in demand in the midst of a global pandemic has required a herculean effort on the part of our teams, and especially from our supply chain and field sales colleagues, who kept our products reaching the shelves while having to observe strict safety protocols. I want to record my appreciation and my admiration for all they did in 2020 to keep our business moving forward.
While the effect of the pandemic on Unilevers business has been slightly lower overall growth than we would otherwise have expected, I do believe we can look back on 2020 with pride, given the extent to which we limited the impact.
Are there any trends or changes in consumer behaviour that you expect to endure once normality resumes?
There is much talk of a new normal but in reality what I expect to see is more of an acceleration and a cementing of changes that were already underway. The move to online sales, for example, is only going to increase further as a result of the experience we have been through. That applies both to the so-called pure-play eCommerce providers but also, very importantly, where physical and digital channels combine (omnichannel), which is growing rapidly. The 61% increase in our own online sales last year is a powerful reflection of this trend.
I also expect the heightened awareness around home and personal hygiene and handwashing in particular to be a lasting phenomenon. And while we are all desperate for lockdowns to end, our homes and the pride we take in them have become an even more central feature of our lives, and I believe that will continue. These are trends Unilever is well placed to help serve.
Our own research and consumer surveys suggest there has been a marked increase in conscious consumption during the pandemic, with people increasingly reaching for brands they know and trust, ones they believe will contribute more broadly and purposefully to our lives and the issues we face, including environmental challenges like climate change and plastic pollution. I very much hope and expect to see this trend deepen further in the years ahead.
Working practices are also sure to change in the wake of the pandemic. Here I would expect to see an even more rapid escalation of trends already underway, and in particular a fast-forwarding to more flexible, agile and people-centred approaches to work. However, even though the traditional 9 to 5, five days a week model looks increasingly outmoded, reports of the demise of office-based working are exaggerated in my view. A strong culture is the glue that binds any organisation together and that requires its fair share of physical interaction in order to learn, collaborate, swap ideas and stay attuned to the welfare and well-being of others.
As you look back, how do you reflect on Unilevers business performance in 2020?
It was a good performance overall, achieved in some of the most volatile and unpredictable conditions imaginable. The performance reaffirmed the strength of our brands and the resilience of our portfolio, as well as revealing a far higher ability to respond with speed and agility, something I called out last year as an area for improvement.
In any crisis it is important to move quickly to reset objectives in line with changing market realities. We refocused the business on competitive growth, and on delivering underlying operating profit and free cash flow. I am pleased to say that we delivered on all three. In terms of competitiveness, more than 50% of our business won value market share last year; and the most recent readings show that figure is now even higher at over 60%. There was an improvement in underlying operating profit when excluding currency impact, and we delivered record free cash flow of 7.7 billion in the most volatile conditions.
Our underlying sales growth for the year was 1.9%, which represents a good performance in such volatile and precarious conditions. On the bottom line, underlying operating margin was down 60bps to 18.5%, although this was largely a factor of Covid-related costs and adverse product sales mix.
What were the highlights of 2020 for you?
The resolve, dedication and ingenuity of our people in the face of unprecedented challenges combined with their willingness to pull together in a spirit of One Unilever was undoubtedly a highlight of the year. It made me even prouder to lead the wonderful people of this great company. I can only thank them for what they have achieved over the last year for Unilever and for its many stakeholders.
Unilever Annual Report on Form 20-F 2020 | 7 |
Thanks to their contribution, we have not only steered Unilever successfully through the first phase of a pandemic, but we have done so while simultaneously strengthening the companys portfolio and with it our ability to compete longer term. The successful completion of the Horlicks acquisition, for example, along with other acquisitions last year including Liquid I.V. and SmartyPants Vitamins further boost our presence in the fast-growing and strategically attractive segment of functional nutrition and wellbeing.
At the same time, we were able to give the company greater strategic flexibility to engage in even more transformative portfolio moves should it ever wish by successfully completing the Unification of the Groups legal structure under a single parent company, Unilever PLC. This complex undertaking has been a long-held and much debated ambition. To see it come to fruition on the strength of the overwhelming endorsement of shareholders was certainly a highlight of 2020.
How will the new Compass strategy strengthen Unilever?
At the heart of the Unilever Compass is a belief that sustainable and purposeful business drives superior long-term performance. That message is more relevant and more resonant today than ever before. While Covid-19 has concentrated minds and efforts on the immediate global health crisis, it has also reminded us of the fragility of the world we all share with other big global challenges, like climate change and inequality, becoming even more pressing.
By making solutions to these challenges the focus of our attention and the essence of our brand propositions we connect even more directly with the billions of people around the world we serve. They want to see companies and brands step-up and actively engage in addressing todays most urgent and deep-seated social and environmental challenges, not just pay them lip service.
The power and relevance of the Unilever Compass was captured vividly last year in the launch of some major initiatives. Clean Future, for example, commits us to replace all of the fossil fuel-derived carbon in our cleaning and laundry products with renewable or recycled carbon by 2030. And with Future Foods, we have set an ambition to transform the global food system, reduce food waste and accelerate the move to plant-based meat and dairy alternatives. These industry-leading initiatives respond directly to the wishes of consumers. They also build on earlier,
equally ambitious, commitments around Climate and Nature and on reducing plastics, both of which are covered in more detail in other parts of this report (see pages 28 to 29).
More recently, we have given expression to the social dimension of the Unilever Compass by setting out how we plan to use our scale and influence to build a more equitable and inclusive society. This includes ensuring we pay a living wage to everyone in our value chain by 2030 and preparing our people for the future of work through skills and flexible employment options.
What are your priorities for 2021?
Despite encouraging developments on treatments and vaccines, the Covid-19 pandemic is far from over. Our overriding priority remains, therefore, to protect lives and livelihoods. We will do that by focussing on the safety and well-being of our own people and the many we work with in the value chain while also continuing to play a prominent role in the wider relief effort, including in the roll-out of global handwashing campaigns.
The economic toll from the pandemic will be deep and long-lasting. We need to be prepared. We will continue therefore in 2021 to focus on competitive growth. This will be a key part of our overall 4G approach of delivering consistent, profitable, competitive and responsible growth. All four are needed to create value.
A further priority is to ensure we retain the speed and agility of response which characterised our performance in 2020. We have a wonderful portfolio of on-trend, purpose-led brands, many of which are directly helping people through the trials of the pandemic and prolonged periods of lockdown. Taking those brands to more places, more people and more quickly is a key part of our plans for 2021.
Finally, in keeping with our vision and belief that responsible and sustainable business drives superior performance, we will continue to prioritise our multi-stakeholder business model, sure in the knowledge that the best way to deliver steady, compounded value creation for shareholders is to serve the needs and interests of all of Unilevers many stakeholders.
8 | Unilever Annual Report on Form 20-F 2020 |
A belief that sustainable business drives superior
performance lies at the heart of the Unilever Compass.
Our vision is to be the global leader in sustainable business. We will demonstrate how our purpose-led, future-fit business model drives superior performance, consistently delivering financial results in the top third of our industry. | ||
Our strategic choices and actions will help us fulfil our purpose and vision
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Develop our portfolio into high growth spaces
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Hygiene | Skin care | Prestige beauty | Functional nutrition | Plant-based foods | ||||
Accelerate in USA, India, China and key growth markets
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Build further scale in USA, India and China |
Leverage emerging market strength |
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Lead in the channels of the future
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Accelerate pure-play and omnichannel eCommerce |
Develop eB2B business platforms |
Drive category leadership through shopper insight |
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Operational Excellence through the 5 Growth Fundamentals
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1 | 2 | 3 | 4 | 5 | ||||
Purposeful | Improved | Impactful | Design | Fuel | ||||
brands | penetration | innovation | for channel | for growth | ||||
Unilever Annual Report on Form 20-F 2020 | 9 |
10 | Unilever Annual Report on Form 20-F 2020 |
Our strategy continued
Our Compass sustainability commitments
will help us deliver our purpose and vision.
Unilever Annual Report on Form 20-F 2020 | 11 |
See pages 17 to 31 for
more on our sustainability commitments |
Unilever Annual Report on Form 20-F 2020 | 13 |
14 | Unilever Annual Report on Form 20-F 2020 |
The Unilever Compass and our business model are designed to
create value for our stakeholders. Understanding their changing
needs helps us to make informed strategic decisions.
Our multi-stakeholder model in action
Weve identified six stakeholder groups critical to our future success: our people, consumers, customers, suppliers & business partners, planet & society, and shareholders. The stakeholder reviews on pages 14 to 33 explain how weve worked to create value for each of our stakeholders in 2020, as well as how our business benefits from these vital relationships.
The Governance of Unilever sets out the roles and responsibilities of the Board and, with the exception of specified Board responsibilities, delegates the running of Unilever to the CEO. The CFO also has certain powers in relation to financial matters set out within the Governance of Unilever. The CEO heads the Unilever Leadership Executive (ULE) which comprises the CFO, the Group Secretary and the most senior management of Unilever as set out on pages 66 to 67. The Board provides guidance and advice to the CEO and the ULE on multiple issues throughout the year. The table below highlights key Board considerations and outcomes and also where relevant the key considerations and outcomes of the ULE in line with their duties and the Board Rules outlined in the Governance of Unilever.
Section 172
Under Section 172 of the UK Companies Act 2006 (Section 172) directors must act in the way that they consider, in good faith, would be most likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in Section 172. Pages 14 and 15 comprise our Section 172 statement, which describes how the Directors have had regard to these matters when performing their duty. In light of our purpose to make sustainable living commonplace and the Unilever Compass strategy to drive superior performance as set out on pages 8 to 9, our Directors take steps to understand the needs and priorities of each stakeholder group and do so via a number of mediums, including by direct engagement or via their delegated committees and forums. The relevance of each stakeholder may change depending on the matter at hand. In line with the UK Companies Act 2006, below we provide a high-level summary of the concerns of our stakeholders and how our Directors and ULE engaged with them and had regard to their interests when setting Unilevers strategy and taking decisions concerning the business.
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Stakeholder |
Interests and concerns in 2020 |
How we engaged in 2020 |
Board and ULE considerations
and outcomes in 2020 |
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Our people
We stepped up our engagement with employees significantly to help our people through the pandemic.
For more see pages 16 to 19 |
Covid-19 has been the overriding concern for our people during the year as the pandemic impacted virtually every part of their lives, especially working arrangements. Through our engagement, we also consistently see that concerns such as career opportunities, wellbeing, purpose, sustainability and being a more simple and agile business remain important for our people. |
This year our annual UniVoice survey focused on our office-based employees, and more than 42,000 people responded (see pages 16, 17 and 18 for results). We continued to run monthly UniPulse surveys throughout the year for more instant feedback. Covid-19 accelerated a widescale use of new digital platforms. We held a bi-weekly Your Call with our CEO and ULE which gave people direct access to our leadership team in rotating guest slots, including our Chairman. We consulted with our people on a new Future Reward Framework through multiple employee focus groups and surveys, as well as consultation with the European Works Council and other local employee representation bodies. |
Our Board engaged directly with employees throughout the year on issues of concern such as working in factories and at home through the pandemic, the new starter onboarding process and learning opportunities. These perspectives were taken into consideration in decision making (see page 63 for more details). The Boards Corporate Responsibility Committee looked at a range of people-related issues in the year, including safety and our Code of Business Principles (see page 18). As part of the Unification of our legal structure, and after engaging with the Dutch Central Works Council and the European Works Council, the Board agreed to provide a guarantee to Unilever APF, the Dutch Pension Fund, to safeguard the pensions of Dutch employees. | |||
Consumers
Changes in consumer behaviour have accelerated, leading to new insights about the ways people shop and buy our products.
For more see pages 20 to 23 |
The pandemic has impacted consumer spending habits, particularly for discretionary purchases. This has led to a back-to-basics approach to consumption, with value for money and quality remaining key concerns, alongside sustainability as consumers have become more mindful of the impact of their spending decisions on the world. Health and wellness concerns also increased as people looked to protect themselves from the physical and mental consequences of the pandemic. |
We have many direct and indirect touchpoints with our consumers. Our People Data Centres combine social listening with traditional consumer research while our Consumer Carelines give us rich insights into the experiences of consumers when using our products during 2020 we had around 2.5 million interactions through calls, emails, letters, social media and webchats. We also consulted with almost 1.8 million consumers this year through regular surveys using partners like Kantar, Nielsen and Ipsos. These insights help to inform our understanding of consumer trends, including those likely to continue in a post- Covid world. |
Our Board and ULE members are regularly informed of consumer trends and consider these when making decisions. For example, during a strategy focused Board meeting in October, the Board discussed how to ensure our divisional portfolios remain attractive and differentiated, the growing importance of eCommerce and large retailer omnichannel partnerships. The ULE considered a range of 3-5 year scenarios in the early months of the pandemic to understand how consumer trends might change, how to best prepare for a global recession, and where growth opportunities might be. The work informed Unilevers portfolio and investment strategies by helping to identify growth opportunities. |
Unilever Annual Report on Form 20-F 2020 | 15 |
Stakeholder |
Interests and concerns in 2020 |
How we engaged in 2020 |
Board and ULE considerations
and outcomes in 2020 |
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Customers
This year eCommerce exploded, as shifting shopping behaviours affected retailers of all types.
For more see pages 24 to 25 |
Covid-19 has focused all our customers on the role of eCommerce. Our retail partners are working to become more competitive in a world where shoppers move seamlessly between online and offline channels and particularly to bring shoppers back into stores. In emerging markets, the small retailers we partner with are increasingly embracing eCommerce and looking to us for digital solutions, for example, to speed up the restocking of products. |
Our larger retail partners have direct channels into us. We actively manage these relationships through our Customer Development team. At the start of the pandemic, we used customer and shopper insights from China and Italy to help customers in other markets build a response plan and take appropriate actions. We also used our supply chain expertise to help our customers forecast and keep high-demand products in stock. When lockdowns were lifted, we worked on projects with our customers to help bring shoppers back into stores driving growth and expansion across multiple channels. |
Our Board and ULE held various discussions around our customer development strategy. The ULE agreed to offer cash flow relief to our smallest and most vulnerable customers and suppliers. They also discussed the ongoing digitisation of our customer experience including opportunities to use digital solutions to help independent stores in our top markets manage demand and supply, payments and the overall customer relationship. The ULE approved increased investment in shopper and customer insights to create further value for customers. | |||
Suppliers & business partners
We worked closely with suppliers and partners to overcome unexpected challenges.
For more see pages 26 to 27 |
This year has been challenging for our suppliers and partners. Huge fluctuations in demand during the pandemic affected cash flow for many suppliers. Border restrictions hampered logistics; and new government regulations to protect employees and ensure safe working environments demanded new ways of working, often at very short notice. Our suppliers are also looking for simpler ways to engage with us, faster decisions and clearer feedback through fewer touchpoints. |
We communicated more frequently with our high-risk material suppliers this year, often daily. We built a Covid-19 information site for suppliers to share protocols and useful information to help keep them running safely. We ran workshops and webinars with key partners (including third-party manufacturers) to explain our new factory tier system based on country risk levels, as well as the protocols in place for site cleaning and employee safety. In May, we ran a Your Call with our CEO and Chief Procurement Officer and our top 300 suppliers to share information and thank them. |
In addition to the cash flow relief noted above, the ULE agreed to a number of interventions to support our suppliers during the pandemic including three months salary protection for third-party employees, such as cleaners and security staff. The ULE were also briefed monthly on supply chain developments. | |||
Planet & society
People all over the world are speaking up and demanding that business does more for the planet and society.
For more see pages 28 to 31 |
Despite Covid-19, concern for the environment shows no sign of waning. NGOs continue to campaign to reduce the impact of plastic packaging and products on the environment as well as for stronger action on climate change, while vocal and influential activist citizens demand more from companies on these same issues. People increasingly want to know where the products they buy come from, whats in them, how theyll affect the environment and whether theyve been tested on animals. Concerns around poverty, inequality and jobs have been heightened by the economic uncertainty. Racial discrimination and social injustice has also come more to the fore following the Black Lives Matter protests. |
As part of our materiality process, we analyse insights from stakeholders to make sure were focusing on the most important sustainability issues see our website for more. We focus our external advocacy on the social, environmental and economic issues most important to Unilever, with ULE members leading our engagement in the areas most relevant to their field of responsibility. Our Chief Supply Chain Officer, for example, is part of the World Economic Forum (WEF) community focused on supply chains. Our CFO is Vice Chair of the Task Force on Climate-related Financial Disclosures (TCFD). And our CEO is a board member of the Consumer Goods Forum and Focusing Capital on the Long Term (FCLT Global). Vice Chair of the World Business Council for Sustainable Development (WBCSD) and a member of the WEF International Business Council. |
In December 2020, the Board agreed to put Unilevers climate transition action plan before shareholders and seek a non-binding advisory vote on our ambitious emissions reduction targets and the plans to achieve them. The Boards Corporate Responsibility Committee (CRC) covered a wide range of sustainability topics (see pages 72 to 73). Responsibility for managing sustainability issues day-to-day rests with the ULE. This year, they worked to develop the Unilever Compass strategy as well as our climate and nature, and social goals. Diversity and inclusion was also a focus this year and a standing item on the ULE agenda. The Sustainability Advisory Council, comprising seven external experts, continues to act as a sounding board for the Board, providing strategic steer on key sustainability issues (see page 73). | |||
Shareholders
In this eventful year, its been even more important to keep our shareholders closely informed about our business.
For more see pages 32 to 33 |
As well as their ongoing interest in our strategy and business performance, our shareholders were interested in our priorities during the Covid-19 pandemic and the potential impact of this on our business. Shareholders were also interested in the Unification of our legal structure. And they continued to be focused on our approach to sustainability, including specific issues such as plastic waste, as well as our sustainability targets and reporting. The Boards decision to maintain our dividend, as part of our multi-stakeholder response to Covid-19, was welcomed by shareholders. |
We speak directly to shareholders through quarterly results broadcasts and conference presentations, as well as through meetings and calls about aspects of business performance and consumer trends. Senior leaders and our Board speak directly to shareholders on a broad range of issues. This year, in addition to the CEO and CFO presenting at investor conferences, our Chief Supply Chain Officer and Chief R&D Officer held a joint presentation on our supply chain and research and development activities. We also engaged in extensive dialogue on our Unification proposals ahead of the shareholder votes, consulted on our Remuneration Policy proposals and held a webcast on our approach to climate action. Due to the pandemic, all shareholder engagement was virtual from March. |
Shareholder feedback forms part of Board conversations. As he took up his role, our Chairman engaged directly with a number of shareholders; and after each quarterly market update, our CEO shares feedback from investors with the Board. Shareholder consultation on the Unification proposals took place ahead of the Extraordinary General Meetings, involving our Chairman, CEO and CFO. The Unification proposals received the overwhelming support of shareholders. As part of our Directors Remuneration Policy renewal planned for the 2021 AGM, the Chair of the Compensation Committee entered into more than 30 conversations with shareholders and proxy advisors. Feedback was discussed in the Compensation Committee and the Board. Subsequently, a letter was written to shareholders explaining how this feedback was taken into account before finalising the new Directors Remuneration Policy (pages 79 to 103). |
16 | Unilever Annual Report on Form 20-F 2020 |
When we take care of our people, our people
take care of the business.
2020 was an unusually challenging year for our people. We were all affected by the pandemic in different ways. But even as lockdowns hit across the world, the tremendous efforts of people all around Unilever enabled us to continue to work quickly and safely, whether on the factory floor, on a tea estate or from a home office. We quickly tested and scaled up new ways of working rethinking and reshaping our business for an uncertain future. And despite all the uncertainty, our people were more engaged, with engagement scores rising by 6% to 83% well above industry benchmarks.
As well as the many ways in which we worked with speed and agility to respond to the unexpected this year, we continued to prepare our people for the future of work and nurture a culture in which our people can thrive.
Going above and beyond
Consumers all around the world were relying on us to produce the household necessities they needed most, so it was essential that we kept our factories and distribution centres operating. We are grateful to the tens of thousands of people within the company who made this happen and who did so with a safety-first mindset.
Working safely and at speed
In the midst of Covid-19, we concentrated on business continuity, making it safe for essential staff, such as factory workers and sales teams, to return to work. We did so with extremely strict protocols to protect everyones physical and psychological safety, such as protective equipment, distancing regulations and frequent health checks, including on peoples mental health.
In March, we closed all Unilever offices and some 67,000 people began to work from home. Overnight our communications became 100% digital. Even with remote working systems in place, this was not without its challenges. Each person needed the right equipment and systems to perform their roles, and we rolled out global guidelines on working from home. We saw no decrease in collaboration and productivity from March to June in fact, this rose significantly, with 20% more time spent working together internally and 19% more time in virtual external meetings.
Becoming more agile
This year has highlighted our agility in many ways, most notably in our response to Covid-19. In just three months, we moved over 9,000 people from business areas that were slowing, such as our out-of-home food business, to teams experiencing high demand like those producing personal hygiene products. More than 20,000 of our people used Flex, our internal digital talent marketplace, to match their skills and capacity with business-critical demand in other areas
of the organisation. As well as Flex, were using an external marketplace to quickly access skilled labour from companies in sectors facing low demand, such as aviation and hospitality.
Were also increasingly embedding Agile ways of working. Guided by our internal coaches and our new Agile Centre of Excellence, teams at all levels of our business are adopting new practices, including our ULE. These practices are helping us make better and faster decisions, innovate at pace and adjust quickly to changing consumer demand. A 10% jump in our October UniVoice scores on our speed of response indicates that we are making progress, although with this score still at 60%, theres much to be done. In response, were simplifying everyday processes, prioritising and using technology to improve speed and efficiency.
Protecting wellbeing
Even though our UniVoice survey in October showed a 9% increase (to 82%) in people who feel Unilever cares about their wellbeing, we know we need to do more to support our people to ensure their physical and mental wellbeing. We also know that people are working longer hours and coping with more distractions at home.
This year, more of our people used our employee assistance programmes, available to every single Unilever employee and in many instances their family, with a particular increase in family members engaging with our mental health support. Our online employee support also rose by a third in the year. We started gathering insights weekly through online and SMS health checks to help us quickly identify any areas of concern, such as domestic abuse or burnout. We responded to the rise in reported domestic abuse during lockdowns by giving people specific training in how to handle this.
Our people have been our absolute priority throughout 2020, and because of them weve been able to meet the needs of consumers and |
||
grow our business. |
Leena Nair
Chief HR Officer
Unilever Annual Report on Form 20-F 2020 | 17 |
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93% of our people are proud to work at Unilever (based on our 2020 UniVoice survey)
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We also focused on giving people tools to cope with stress by strengthening our focus on wellbeing working closely with local representatives to amplify and accelerate initiatives already in place. In 2020, this included building a company-wide mindfulness movement by training people to deliver mindfulness sessions around the world, holding our first Global Mindfulness Day in October, and taking our leaders through an extensive mindfulness training programme. And in a wider focus on mental health across the business, were building a network of mental health champions, with more than 1,600 in place by the end of 2020, including a group of mental health trainers.
Safety at work
As well as ensuring Covid-safe work environments during the global pandemic, this year we continued to focus on ensuring the safety of our people and contractors in everyday work situations from the use of mechanical equipment to road safety. In 2020, our Total Recordable Frequency Rate (TRFR) improved to 0.63 accidents per million hours worked from 0.76 (1 October 2019 to 30 September 2020), in part due to a reduction in non-manufacturing accidents on Unilever sites due to the increase in homeworking.
Sadly, during this same period, two contractors and one employee lost their lives. A contractor died in a lightning strike at one of our tea estates in Tanzania; and a contractor in Romania was killed on a construction site at a newly acquired business. One of our factory employees in India died in a road accident stepping out of a shuttle bus on his way home. When fatalities occur, our policy is to have a global stand-down across our operations to pay our respects and reflect on the learnings. Weve put in place several new measures around field safety during thunderstorms, safe travel on buses and construction safety.
Preparing for the future of work
Agile methods are just one aspect of how were working in new and better ways to become more fit for the future. Our extensive online learning programmes not only enable our people to upskill and reskill for their roles at Unilever, but are helping them prepare for the changing landscape of work.
A year of learning
One important way were boosting our capability is by becoming a more digital business. Were hiring more people with digital backgrounds and investing heavily in developing key skills such as agile working and data analytics in all areas of our business. The Citizen Data Scientist programme we launched in 2019, for example, has qualified more than 6,000 people in our procurement, planning, logistics and manufacturing teams in digital skills.
We refocused our learning activities in 2020 to make sure our people have the skills to fulfil critical business functions, such as supplying essential goods and adjusting to shifts in consumer demand. We also prioritised helping people adjust to the fallout of Covid-19: promoting remote working skills, supporting our leadership, and helping people deal with issues around mental wellbeing and personal resilience, for example. The numbers of people accessing learning materials during the year soared. Users of our online learning platform Degreed were up 150% on the previous year, and our UniVoice survey showed that 82% of our office employees felt well prepared to do their job.
Focused on employability
This focus on learning is a key part of our ambition to make sure all of our people can reskill, upskill, work more flexibly and otherwise adapt to the changing world of work. We are determined to help everyone at Unilever stay employable. For example, were pioneering new employment models, extending our 2019 UK flexible working pilot to ten more countries during the year. Offering the benefits of employment with more flexible contracts will help us attract and keep people with varying personal circumstances, both enhancing our talent pool and making us a more inclusive employer.
Were also continuing the work we began with the European Works Council in 2019 on a Framework for the Future of Work. With many factory and office workers in trade unions or covered by collective bargaining agreements we are working with the employee representatives to bring this framework to life. The comprehensive toolkit helps people proactively reskill for new ways of working, as we adapt our business to the efficiencies created by automation and in response to shifts in consumer demand. While we paused many of our supply chain change programmes this year in response to Covid-19, we have now restarted these with minimising redundancies and helping people shift to new types of work central to our approach.
18 | Unilever Annual Report on Form 20-F 2020 |
Our people continued
As we continue to transform Unilever, our people will create future-fit plans to link their individual purpose with their career ambitions. Furthermore, we commit to reskill or upskill employees to ensure that by 2025 they have future-fit skills for roles inside Unilever or beyond. We recognise that job prospects today are limited for those without the right skills, particularly young people. Thats why weve also committed to help equip 10 million young people with essential skills to prepare them for job opportunities by 2030.
Managing talent
This year, due to Covid-19, we made the hard decision from June onwards to pause all salary increases, promotions and external appointments until 2021 with the exception of a limited number of business-critical roles. This was primarily to protect both our people and our business at a volatile time. Due to the uncertain economic outlook, our voluntary turnover this year was lower at 5%.
Despite our recruitment freeze in 2020, we continued to strengthen our employer brand through targeted digital communication to highlight the benefits of working for Unilever. The fact that were the number one FMCG graduate employer of choice in 54 countries, and have the most followers in our industry on LinkedIn confirms the power of our purpose-led vision and culture.
Nurturing our culture
Much of our strength as a business lies in our shared values and culture. In 2020, leaders all around our business worked hard to set the right tone and support our people. Every two weeks, our CEO and ULE members held a global virtual townhall, where they answered questions from our people on issues such as our Covid-19 response, the rapidly changing external context, our strategy and our quarterly results to ensure common awareness of the factors affecting our performance. This openness was mirrored at local leaderled virtual townhall meetings, and this kind of transparency is making a difference to our people. Our October UniVoice survey showed the most ever pride in working at Unilever (93%), with trust in senior management up by 8% at 80%.
We work hard to help our people live their purpose and put our people first. More than 5,000 people were given virtual instructor-led leadership training in the year, 1,800 senior leaders were supported with training for leading in a crisis, and at least 50,000 pieces of leadership learning content were consumed through our online Leadership Gym.
This year, we also simplified our performance targets and began to move to a more flexible way of setting individual goals and checking performance during the year another example of a more agile way of working.
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In focus:
Future of the office |
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Covid-19 forced the transition to home working for Unilever and businesses everywhere. Having 67,000 office-based people working from home this year has shown at scale that distributed and remote ways of working can work. With an eye on the longer-term effects of productivity, fatigue and culture, were developing a flexible approach to working that allows our office-based people to do their best work from the most effective place wherever that is.
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Working with integrity
Our focus at Unilever is very much on growth in line with our values, not on growth at any cost. So we refreshed our Code of Business Principles this year to include the provision of a living wage to our employees, ethical data use, transparency and a greater focus on safety and mental wellbeing. Our data around Code breaches provides increasing insights into exactly what the issues are, and where and were focusing on understanding how to prevent behaviours that lead to breaches. Were training our people to prevent accidental compliance breaches, and our 24/7 Speak Up platform continues to be our main mechanism for reporting concerns around business integrity. Our ongoing commitment and zero tolerance to bribery is supported through our annual Countering Corruption mandatory training and initiatives on the ground delivered to all employees. Weve been working to simplify and improve the whistleblowing process for users this year, we received 1,357 reports, closed 1,434 reports (including some from prior years) and confirmed 723 reports as breaches, which led to 338 people leaving the business. See page 44 for how we manage business integrity risks.
See our website for more on business integrity
Unilever Annual Report on Form 20-F 2020 | 19 |
Open to all
Making Unilever a completely inclusive place to work will make us a stronger, better business. Our priority is to ensure that the diversity of our people reflects the societies in which we live and work. So we take a holistic approach making sure people feel welcome and are treated fairly at Unilever, regardless of their race, gender, gender identity, age, sexual orientation, religion or experience and recognising the importance of self-identification, given the broad circumstances under which discrimination can happen. This year, the Black Lives Matter movement shone a light on racial discrimination and social injustice, and we strengthened our focus on race, alongside gender, disability and LGBTQI+. There are many facets to how were pushing to become a more diverse organisation: leadership, training and awareness-raising, more refined employee data, recruitment and talent management, to name a few.
A beacon for diversity
We believe in a diverse yet cohesive approach to the complexity of true inclusion. While our vision and policies around diversity and inclusion are global, our local leaders create their own roadmaps for applying them. We badge our many business-wide inclusion programmes as #Unstereotype the workplace. In 2020, we started an inclusive leaders training programme. We aim to have more than 500 leaders complete the course by the middle of 2021. Each month, we report to the ULE on our progress towards inclusion, and our Global Diversity Board reviews progress three times a year. We have nearly 200 diversity and inclusion champions around the world who help us develop and deliver our programmes. This year, we strengthened our leadership focus on equity, diversity and inclusion, and established a racial and ethnic equity taskforce. This will help us deliver our racial and ethnic equity strategy, starting with the diversity of our leadership in countries with a history of racial discrimination, such as the US, UK, South Africa and Brazil.
In recent years, weve made good progress in our journey towards gender equality, hitting our gender balance target at management level one year early and maintaining it at 50% in 2020. This year, we launched a new coaching programme run online by specialist INSEAD coaches to help women leaders progress their careers. We now offer paid paternity leave in all of our workplaces.
Were committed to gender equality and fairness in the workplace, based on equal pay for equal work and achieving greater gender balance. Pay and overall reward is gender neutral, with any differences between employees in similar jobs reflecting performance and skill. Gender pay gaps can develop where there is a representational imbalance between genders. Our Framework for Fair Compensation has been instrumental in helping us review the average pay differences between genders at both a country level, and at each work level within each country. We continue to improve our gender balance, and relevant gender pay gaps, at various levels and in various countries throughout the business. While there is more to do on gender balance, our efforts are being recognised. Were proud to have won a prestigious Catalyst Award for our initiatives to create a gender-balanced and inclusive culture that breaks down stereotypes. We were also listed in Bloombergs 2020 Gender-Equality Index.
As part of our Framework for Fair Compensation, we are committed to pay a living wage to all our direct employees. At the end of 2020, 100% of Unilevers direct employees globally were paid at or above a certified living wage level.
In 2018, we committed to improve the representation of people with disabilities in our business. This year, we asked our office-based employees to declare any disabilities. We plan to survey our factory-based employees in 2021 to get a more complete picture of disability across our business.
We want to make sure that peoples experience of Unilever is fair for everyone and that were fully including members of LGBTQI+ communities. This year, our CEO signed the Declaration of Amsterdam to reinforce our commitment to LGBTQI+ inclusion.
2020 | 2019 | |||||||||||||||||
Gender statistics | Female | Male |
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Female | Male | |||||||||||||
Board | 5 | 7 | 5 | 8 | ||||||||||||||
(42%) | (58%) | (38%) | (62%) | |||||||||||||||
Unilever Leadership Executive (ULE) | 4 | 9 | 4 | 8 | ||||||||||||||
(31%) | (69%) | (33%) | (67%) | |||||||||||||||
Senior management (reporting to ULE) | 16 | 56 | 15 | 59 | ||||||||||||||
(22%) | (78%) | (20%) | (80%) | |||||||||||||||
Management | 7,636 | 7,525 | 7,620 | 7,408 | ||||||||||||||
(50%) | (50%) | (51%) | (49%) | |||||||||||||||
Total workforce | 51,967 | 96,982 | 53,469 | 96,398 | ||||||||||||||
(35%) | (65%) | (36%) | (64%) |
Note: Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 464 (67%) males and 225 (33%) females (see pages 185 to 191).
20 | Unilever Annual Report on Form 20-F 2020 |
Peoples concerns around hygiene and health, as well
as the planet, continued to grow during the year.
Living differently
As the pandemic took hold around the world during the year, many people changed how they lived, worked and shopped. Almost overnight, peoples immediate personal concerns health, hygiene and wellbeing became a priority as people sought to protect themselves and their families from Covid-19. With countries going into lockdown and people increasingly staying at home, daily habits changed dramatically: from eating out to eating at home, from shopping in stores to shopping online, and from working in offices to working from home.
At the same time, consumers desire for health and wellness products continued to grow as people sought to protect their health. During the year, we acquired SmartyPants Vitamins and Liquid I.V. to build out our portfolio of brands in functional nutrition, health and wellbeing.
While the immediate focus for many was on dealing with the impact of Covid-19, concerns around waste, plastic and climate change were not diminished by the pandemic if anything they became stronger. People continued to look for convenient and effective natural, eco-friendly and chemical-free products.
Our three Divisions worked to meet these changing consumer needs in a variety of ways in 2020: through product innovations, shifting to new distribution channels and connecting with consumers through their brands purpose-focused activities often going the extra mile to do this in trying conditions.
Putting purpose at the heart of all our brands is not only the right thing to do, we know it drives superior performance | ||
and growth. |
Sunny Jain
President, Beauty & Personal Care
Beauty & Personal Care
We aim to be the most people- and planet-positive beauty business in the world.
As lockdowns affected the beauty industry more widely, they also changed consumers personal care habits at home. In particular, we saw declines in the use of deodorants and hair care products. During much of the year, we focused on giving people the products they needed to stay well, particularly in terms of personal hygiene.
When the pandemic started, we did not have a significant hand hygiene portfolio available in key regions like Europe and North-America to support consumers and meet their needs. We worked to build this as fast as we could. This meant expanding our hygiene offerings significantly through our big brands. Lifebuoy, one of the worlds biggest soap brands, was introduced into 58 new markets. And during the year it became Unilevers latest billion-euro brand. Vaseline also expanded production of antibacterial hand creams to 18 markets.
Our brands also responded to Covid-19 through product donations, innovations, and communications supporting peoples hygiene and wellbeing. Lifebuoy, for example, donated more than 30 million bars of soap to refugees and other vulnerable people around the world, achieved over 60 billion impressions through their TikTok do the Lifebuoy handwashing videos and launched a new campaign H is for handwashing when teaching the alphabet to children. In hair care, Clear launched a 14-day programme to help boost peoples resilience during lockdown, and antiperspirant brand Rexona launched a campaign to inspire millions of people in 35 countries to move more at home. Dove, through its Courage is Beautiful campaign, and our Pepsodent and Signal oral care brands acknowledged the sacrifices of frontline workers such as health professionals.
With hair salons, spas and specialist stores temporarily closed, we shifted our focus to helping people look after themselves at home. Our All Things Hair website shared advice for how to create hairstyles at home, and Lux launched a lockdown campaign. With people shopping much more online, we shifted the focus of our Prestige Beauty brands towards eCommerce while Dermalogica introduced one-to-one virtual skin consultations.
People positive
Our brands continue to drive for a more inclusive vision of beauty. Doves campaign with partners for the CROWN Act (Creating a Respectful and Open World for Natural Hair) prohibiting discrimination based on hair texture and style, became law in seven US states and in September, the U.S. House of Representatives passed the bill at the federal level. Shea Moisture created a $1 million fund to support small businesses and entrepreneurs of colour. Through its Equitable
Unilever Annual Report on Form 20-F 2020 | 21 |
Skincare for All programme, Vaseline is working to improve skincare for Black and Latinx communities in the US by partnering with Medscape and Direct Relief to train medical professionals to better treat, diagnose and care for skin of colour. We also introduced a new brand, MELÉ, in the US, co-created with dermatologists of colour for melanin-rich skin.
In South Africa, we have established an expert-led advisory board to help us develop programmes to support Black hairstylists and salon owners as one of a set of actions we are committed to including internal training on unconscious bias. During the year, we also announced our intention to build a more inclusive global skincare portfolio and committed to remove language such as fair/fairness, white/whitening and light/lightening from all our communications and packaging. As part of this move, we changed the name of our Fair & Lovely brand, sold across Asia, to Glow & Lovely which launched in September.
Our brands have also continued to work towards improving the health and wellbeing of millions around the world see page 31 to read how.
Planet positive
While Covid-19 has focused attention this year on health and hygiene, issues like climate change and plastic are still extremely important both to us and to consumers. Were continuing on our journey to use less, better or no plastic (see pages 58 to 59 for more). For instance, Dove has introduced 100% recycled plastic bottles in North America and Europe across all ranges. Were also making more of our brands available through refill stations, exploring through pilot projects how to make refilling our products easy and desirable. For example, we now have partnerships in Indonesia and Mexico, where Walmart customers can refill aluminium bottles with our Sedal shampoos.
We continue to advocate for a global ban on animal testing for cosmetics working with partners and we welcomed Chinas decision to allow more cosmetics to be imported without a requirement for animal testing in 2021. We are now also asking for the EU to update its chemicals regulations to take a more progressive approach and allow the use of non-animal testing approaches to support the safety of chemicals. 23 of our beauty and personal care brands including Dove, Simple,
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In focus:
Lifebuoy acts fast |
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To help people protect against Covid-19, our biggest handwashing brand threw its weight behind new global advertising and social media campaigns encouraging better hygiene through handwashing. As well as producing 600 times more hand sanitiser in the year, Lifebuoy brought out eight new products, including masks, sanitisers and hand & surface spray, and expanded into 58 new markets.
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58 new markets for Lifebuoy
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Suave and Sunsilk have certified approval from animal-protection organisation People for the Ethical Treatment of Animals (PETA). And this year our largest brand in Russia, Chistaya Linia, and our toothpaste brand Zendium, both received PETA approval.
Foods & Refreshment
Were on a mission to be a world-class force for good in food.
Our ambition to give everyone access to good food and to improve the health of both people and planet took on new meaning this year, with the pandemic spotlighting the need for radical improvements to our food system. We saw many people cooking at home, stocking up and wanting to make food last longer, and looking to buy more for less as economies went through challenging times.
Healthy eating in
In response to peoples growing concerns about health and immunity, we launched products with a focus on both taste and goodness: for example, Lipton Heart Health in the US, and Pukkas natural solutions and immunity tea selection box. Through our acquisition of GSKs Consumer Healthcare business in South Asia, we offered 150,000 packs of Horlicks with immunity-boosting zinc for free to Indian hospitals in major cities and expanded distribution of Horlicks and Boost ranges products catering for child and toddler nutrition, womens wellbeing and adult wellness backed by strong research.
We adapted during the year to peoples changing preferences and the shift from eating out which significantly impacted our foodservice business Unilever Foods Solutions to buying more food to cook and eat at home. Our supply chain worked quickly to keep stores stocked with cupboard staples, such as home cooking ingredients, soups and pasta, despite massive challenges due to lockdown restrictions and border closures. While people bought less ice cream to eat on the go, they bought more for their homes: sales of take-home Magnum and Ben & Jerrys jumped by 25%, for example. This was helped by the continued growth of Ice Cream Now, our fast delivery service through a host of online delivery companies, which is now available in close to 40 countries.
22 | Unilever Annual Report on Form 20-F 2020 |
Consumers continued
Every day, millions of people enjoy our foods, tea and ice creams. It is our responsibility to make it easier for people to eat healthy, tasty and more |
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sustainable foods. |
Hanneke Faber
President, Foods & Refreshment
More plant-based options
In all our Foods & Refreshment categories, were offering more plant-based foods. The Vegetarian Butcher continues to reach more consumers, thanks to its expanding partnership with Burger King, most recently in China and Latin America, and a successful roll-out across stores in Europe. Despite the decline in people eating out, our professional foodservices division Unilever Food Solutions launched Pushing Plants Forward, a global platform to help chefs meet rising demand for plant-based dishes. With our biggest brands like Knorr leading the way with its 50 Future Foods campaign, were investing heavily in developing new plant-based protein sources and foods at our Hive Foods Innovation Centre in the Netherlands. This includes a new partnership with biotech start-up Algenuity to explore using nutrient-rich microalgae to enhance the protein and fibre of plant-based foods.
Our plant-based innovations are increasingly being recognised. Nielsen named Hellmanns vegan mayonnaise and Ben & Jerrys non-dairy ice creams as two of its 2020 top 25 breakthrough innovations in Europe. Unilever was again named by investor network FAIRR as a pioneer in its benchmark of the best prepared companies for the shift towards plant-based proteins, coming top out of manufacturers and second overall. And The Vegetarian Butchers Chickened Out Burger won a Vegan Food Award from animal rights organisation PETA.
See our website for more on plant-based foods
Every brand a movement
Our brands continued their work to inspire better eating and nutrition. Alongside the work of global names like Knorr and Hellmanns, local brands like Indonesias Bango and South Africas Robertsons have inspired home cooks by sharing recipes through food websites, as well as through specific campaigns. Continuing its fight against food waste, Hellmanns began a Stay-In(spired) campaign to help people make good use of cupboard staples and leftovers sharing recipes as well as videos from customers across its social channels. This year, we committed to halving the food loss and waste in our global operations by 2025 as part of the Champions 12.3 initiative, a coalition of partners working together to reduce food waste.
Our brands continue to take action on plastic see pages 58 to 59 for more. Hellmanns became the first dressings brand in the US to switch to 100% recycled bottles and jars. And Bango, Indonesias leading soy sauce, also moved to 100% recycled plastic. Were learning there are no easy solutions especially when it comes to the flexible packaging (sachets and pouches) for our Knorr products. This is a technical challenge made more difficult by the differences between individual markets on collection, sorting, recycling and regulation. We are committed to finding a solution and plan to accelerate our efforts in 2021.
The work of our brands reaches beyond food and nutrition to broader wellbeing, inclusion and sustainability causes. Brands like Ben & Jerrys continued to fight for radical change beyond food and nutrition, such as racial justice, refugee and voting rights, and climate action. Tea brands Brooke Bond, PG Tips and Lipton continued to campaign for more inclusion and human connections. And reflecting its commitment to sustainability and inclusion, our premium tea brand T2 became a certified B Corporation in February 2020.
A better system from farm to fork
Around two billion people are overweight, while almost 690 million go to bed hungry and a third of all food is lost or wasted. So were using our size and reach to encourage the wider food chain to become healthier and more sustainable, faster. Were leading by example, with full nutrition labelling on almost all of our products to help people make healthier choices. And were working behind the scenes with industry partners and others to make it easier for people all over the world to get nutritious and delicious food that doesnt damage the planet. For example, we worked with the World Economic Forum and other partners to convene a virtual two-day event to bring together business with academics, youth, civil society and government to discuss ways to accelerate action ahead of the UN Foods Systems Summit in 2021.
See our website for more on transforming the food system
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In focus:
Future foods inspired by Knorr |
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In line with its purpose to inspire people to put new foods on their plates for a greener food future, Knorr aims to launch a number of new products based on Future 50 foods over the next two years. This year, the brand also shared plant-based recipes through its Cook with Knorr series and #CheatOnMeat campaign. Working with local chefs and foodservice partners, Knorr offered live-streamed cook-alongs for people cooking more at home during lockdowns.
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Unilever Annual Report on Form 20-F 2020 | 23 |
Home Care
Making peoples homes a better world, and our world a better home.
With Covid-19 highlighting the importance of home for many, our purpose became even more relevant in 2020. As people stayed in to avoid infection and workplace hygiene became essential to employees returning, demand for our cleaning and disinfecting products jumped, and stayed high throughout 2020. Facing challenges like border restrictions and factory closures, we focused on making more of our most high-demand products using an expanded global network of manufacturing partners. We still have work to do, however, to get more of our hygiene products, such as disinfecting surface cleaners, to more people who need them. By rolling out our disinfecting products to new markets and developing new products under brands like Domestos and Lifebuoy, were helping more people keep their homes clean and safe.
Towards a Clean Future
We know that consumers want sustainable products that perform just as well as conventional ones. So in September, we announced Clean Future, our ambitious blueprint for reinventing our cleaning and laundry products to give people affordable, high-performing products that are kinder to both them and the environment.
Were investing 1 billion over ten years in researching and developing new technologies to reduce the carbon footprint, plastic waste and water use, and increase the biodegradable and sustainable ingredients associated with our products. For example, well be replacing the crude oil and other fossil fuels used to make some of our chemicals with renewable and recycled carbon. Well achieve all of this through partnerships and cutting-edge innovation applying the latest science and biotechnology at scale to create cleaner, more sustainable products that clean, remove stains and disinfect at least as well as conventional products.
Clean Future is already alive in many of our products. Seventh Generation, our leading eco-friendly brand, enjoyed strong demand in 2020. Our biggest brand, Dirt is Good (Persil/Omo), is being relaunched across the world with a formula that contains plant-based stain removers and bottles made with recycled plastic. Our Sun machine dishwash range in France now contains 70% natural ingredients and is eco-labelled. Sunlight hand-dishwashing liquid in Vietnam and Chile contains a new renewable and biodegradable cleaning ingredient developed with Evonik Industries. Cif ecorefill, which saved 170 tonnes of plastic in the UK by encouraging people to reuse their spray bottles, is now available in other European countries. In India, some of our laundry powders contain soda ash made from carbon emissions captured from a nearby plant.
Consumers not only want products that are more sustainable but also more convenient and simpler to use. Our laundry capsules continue to increase in popularity, with a strong acceleration of our capsules business in Europe. Easy to use formats, such as our Cif and Domestos cleaning sprays and wipes, were chosen by more consumers who were trying to cut down the time of more frequent cleaning and were rolled out in more markets.
As part of Clean Future, were also working to make our sustainable products more affordable. Our ultra-concentrated dilutable laundry detergents in Brazil, Argentina and Uruguay deliver the powerful clean our consumer expects, are packaged in small bottles made with recycled plastic and cost less than undiluted detergents. This year we also brought out a new range of affordable laundry capsules in China, a new brand of value cleaning products called Sahaja in Indonesia, and reintroduced Vim budget cleaners in Turkey.
Essential pandemic support
We acted quickly this year to meet heightened consumer needs for disinfection of surfaces, dishes and laundry, even in places where the supply chain was severely challenged. In China, we fast-tracked the launch of Domestos bleach, brought out a new range of surface disinfectant called Botanicals Hygiene and added hand dishwashing and surface cleaners to our existing Omo laundry range. In Italy, Lysoform rolled out a new medical hygiene range whilst Indonesia saw the launch of Wipol disinfectant spray. We also launched new antibacterial laundry detergents in Brazil, sanitising Comfort fabric conditioners in South East Asia, and Persil laundry sanitiser in the UK. Our disinfecting products are available in 55 countries.
Our professional products range also helped the hospitality industry in over 40 markets ramp up cleaning standards to reassure customers. Our air purifying brand, Blueair, which enjoyed strong growth in 2020, launched HealthProtect, with proprietary Germshield technology which helps protect against viruses and bacteria 24/7. Blueair also donated air purifiers to schools, day care centres and childrens hospitals.
To counter the initial confusion and misinformation around how people could best protect themselves from Covid-19, our brands supported public health messages around the world. Domestos, for example, worked with leading hygiene experts to inform people in how to safely and effectively use any bleach at home.
As an industry we must break our dependence on fossil fuels, including as a raw material in |
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our products. |
Peter ter Kulve
President, Home Care
24 | Unilever Annual Report on Form 20-F 2020 |
Were supporting our many customers, from global
eCommerce marketplaces to small family-owned stores, as
they adapt to peoples rapidly changing ways of shopping.
We sell our products through approximately 25 million retail outlets, in over 190 countries. Our customers are diverse: from large traditional bricks and mortar store partners (the largest group in terms of sales) to online-only retailers, small family-owned shops and value retailers. As the route to reach consumers, our customers are critical to our business success and our primary aim is to help them grow sustainably alongside Unilever. With the impact of Covid-19 affecting retailers of all types in unexpected and often very challenging ways, we worked closely with our customers this year to navigate the challenges and opportunities of 2020.
Adjusting to the changing world of shopping
Peoples behaviour changed everywhere in response to Covid-19, and this created a surge in demand in some product categories which suppliers did their best to keep pace with. As retailers of all types worked to keep stocks of household necessities such as hygiene and cleaning items, we supported them in a variety of ways. In March, Unilever offered cash flow relief to our smallest and most vulnerable customers and suppliers. We also acted quickly to bring in new protective protocols when visiting customers during the months of lockdown, so that we could continue to deliver products and keep shelves stocked. This sometimes meant finding new ways to get products to consumers. Unilever International, our market expansion arm which finds new categories, partnerships and channels, built new alliances with delivery firms like Uber as well as governments, institutions and NGOs to increase the availability of our hygiene projects. In Indonesia, we started a home delivery platform and fulfilled orders from eCommerce warehouses such as Shopee, Lazada,
eCommerce not only helps our brands reach more people, it also gives us the opportunity to bring their unique | ||
purpose to life. |
Keith Higgins
Chief Customer Development Officer
Blibli and even small family-run stores. And we helped customers keep up with surges in demand for essential items for example, by launching Lifebuoy hand sanitisers in 58 new markets.
With the supply chain under pressure, to help customers get key products quickly into the hands of consumers, we also simplified our range to focus on top-selling brands. In accelerating so many trends, Covid-19 has presented a unique opportunity to strategically reposition our portfolio to become more future-fit for example, by making space for more affordable products to meet peoples needs in the recession. Were working closely with customers across multiple channels and value retailers Aldi and Lidl to deliver products designed and priced to meet shopper preferences.
Listening to our customers has never been more important. This year we joined the Advantage Group Survey who conducted a survey of our biggest customers across 28 markets. A consistent theme was that our customers increasingly recognise us for being strategically aligned with them, particularly around sustainability initiatives. However, we also hear that we need to improve our processes to ensure that more orders get delivered on time and in full to our customers, as well as offering more shopper insights to help drive category growth and sales. In response, weve launched a programme to improve our service levels.
e-everything
During the lockdowns in 2020, a large part of peoples lives moved online learning, socialising and most certainly shopping. This increase in online shopping, referred to as eCommerce penetration, grew in the US in just eight weeks by more than it had over the last ten years. Our eCommerce sales grew 61% in 2020, representing 9% of total Unilever sales at the end of the year.
As shoppers increasingly use technology for their purchases and as certain categories such as health and beauty shift online, many of our customers are looking for the right mix of channels to serve their shoppers. As peoples shopping habits changed, many of our large retail partners saw a dramatic fall in store shopper traffic in 2020. We supported their efforts to generate more online sales. For example, were working closely with health and beauty customers, such as Superdrug and other AS Watson brands, to find the right channel mix and to bring shoppers safely back into stores. Were also designing products for online shopping and delivery in 2020, we launched more than 600 new products across 18 markets that were designed for the Amazon shopping experience.
Unilever Annual Report on Form 20-F 2020 | 25 |
Giving our customers an edge
The digitisation of shopping also brings new opportunities to understand shoppers preferences and to help our customers meet them. Weve renewed our focus on shopper insights to give our customers an edge, expanding the focus of our People Data Centres from helping our brands connect with consumers to helping our customers serve their shoppers better. Were sharing increasingly sophisticated insights with customers around shopper preferences and behaviours gained through social listening and other tools. This is helping our larger customers make data-driven decisions about how and where best to bring value to shoppers. We partnered with Walmart in the US, for example, to co-create and launch a new bath product range based on insights around people needing me time at home during lockdown.
We also worked with our customer partners to find new sources of talent and innovation. We launched a new digital incubator with Alibaba in China that will bring together entrepreneurs, innovators and tech start-ups to create new Beauty & Personal Care brands for a flagship store hosted online. Not only should this lead to better and faster innovation, it will also create a pathway for small and medium-sized entrepreneurs to develop exciting new brands.
Digitising our customer experience
The events of 2020 also fast-forwarded the shift towards digital ordering and fulfilment, particularly for smaller stores which, in many places, were badly affected by a lack of sales and delivery staff at the height of the pandemic. The online ordering from our small retailer servicing apps and web stores skyrocketed from roughly 350,000 stores at the end of 2019 to an additional 115,000 stores ordering online each month in 2020. By the end of the year, more than 1.4 million stores had moved to our digital small retailer servicing solutions that help in checking inventory and promotions, ordering products and making payments for products purchased. For our customers of all sizes, this shift to digital frees up our sales distributors
and representatives on the ground to do more valuable work like helping customers manage our product ranges and helping them serve their shoppers better.
In Brazil, for example, small retailers are scaling their businesses using our Compra Agora app. In Indonesia, weve partnered with eCommerce and delivery platform Gojek to launch GoToko, a digital marketplace platform offering comprehensive product ranges (including Unilever brands) at competitive prices. In India, we have expanded the footprint of our Shikhar eB2B platform for Unilever products to over 300,000 stores. And weve been partnering with Alibaba since 2016 on an eB2B platform for online ordering and payments that reached over 100,000 small family-owned stores this year. Were also continuing to work with financial providers like Mastercard to give smaller retailers access to credit in countries such as India and Kenya see pages 30 to 31 for more on how were creating economic opportunities throughout our retail value chain.
Selling with purpose
As consumers desire for sustainable brands continues to build, so too does our work with customers to help them meet this need in a variety of ways. Were working with Amazon, for example, to help shoppers find sustainable brands such as Cif, Dove and Seventh Generation (see bottom left for more). In China, we developed a smart plastic recycling process with Alibaba, involving a pilot of AI-enabled deposit machines to improve efficiency. We launched an in-store refill trial with Asda in the UK, where customers can use touchless refill stations to buy and top up on home care and personal hygiene products, as well as teabags. And we kicked off the Recycled for the Planet initiative with Woolworths in Australia an interactive shop that helps consumers to think and act more sustainably. For more on how were keeping plastic out of the environment, see pages 29 and 58 to 59.
We also partner with our customers on programmes to benefit their communities. In the Philippines, for example, we joined forces with online retailer Lazada to support UNICEF in five countries to raise money for childrens education programmes and partnered with Shopee to help small business owners affected by the pandemic. In the UK, our Pride 2020 range of products for Superdrug helped us raise money as part of a high-visibility Take Pride in You campaign in stores and online to support the LGBTQI+ community.
26 | Unilever Annual Report on Form 20-F 2020 |
In supporting the resilience and growth of our suppliers
and partners around the world, were helping our
business succeed.
Our supplier ecosystem involves millions of people around the world from large multinationals to small local producers. We also work with a wide range of business partners, including industry peers, universities and joint ventures to help unlock growth and solve issues for the benefit of our stakeholders. Without our suppliers and partners we cant run our business. And its through our direct suppliers, who provide us with goods and services such as raw materials, logistics, advertising, professional services and much more, that we can most influence change and help our business grow. We partner with around 56,000 suppliers to innovate our products and support mutual and sustainable growth.
An agile pandemic response
The events of 2020 highlighted the strength and agility of our supplier partnerships. By supporting each other during the pandemic, we were able to maintain business continuity in the face of workforce shortages, closed borders and unanticipated surges and drops in demand for product categories. In March, we offered cash flow relief to our smallest and most vulnerable customers and suppliers to help them cope with financial liabilities and maintain livelihoods. We protected employment by, for example, continuing to pay service suppliers such as cleaners for three months despite offices being closed. We helped to keep our suppliers functioning by providing them with PPE and creating a supplier webpage with information on hygiene protocols and guidelines for safe practices in light of Covid-19. And we worked side by side with our supply partners to respond to the worldwide need for medical supplies sourcing 250,000 Covid testing kits, 600 ventilators and millions of masks for places where they were most needed.
Covid-19 has shown both the vulnerabilities and tremendous value of our suppliers and partners. We believe our strong partnerships pave the way to a green recovery and to a more resilient | ||
and agile supply chain. |
Marc Engel
Chief Supply Chain Officer
Our suppliers provided critical operational support as we responded to extraordinary surges in demand increasing production volumes as much as 500 times for some personal hygiene products such as hand sanitiser. To meet the spike in demand, we adapted seven Unilever sites and added 54 new third-party manufacturing partners over four months and worked with PaKLab, one of our existing third-party manufacturers, to develop and produce a new sanitising product for Suave. And we formed cross-industry collaborations to get essential goods to vulnerable areas at speed. For example, we provided 270,000 bottles of surface cleaner to hospitals and neighbourhoods in São Paulo, Brazil, involving Heineken donating the alcohol, partners ALPLA, WestRock and Alemolde producing packaging, and third-party manufacturers producing the cleaner itself.
With borders shut due to lockdown in many of our markets, we also joined forces with suppliers to call on governments to open borders for essential goods such as food, hygiene and cleaning products. Our strong relationships with suppliers all over the world meant that we were able to quickly shift our procurement of essential materials in response to temporary sourcing issues in some countries.
The speed and agility of our supply chain does not come at the expense of safety or product quality. Our long-established Safety & Environmental Assurance Centre (SEAC) works with teams across the business to ensure the safety and environmental sustainability of our products, and the processes used to manufacture them. We have responded to the challenge of Covid-19 by introducing more effective ways of working. We have introduced Quality Expertise support centres to provide rapid responses to questions and launched a new digital quality platform to improve the way we collect and manage critical product safety data. And we also continue to closely monitor consumer feedback to ensure that we respond quickly to any emerging issues.
Partnering with purpose
The support of our direct suppliers, who are the gateway to the millions of people in our wider supply chain, is critical to our progress towards key aims such as reducing carbon emissions, stopping deforestation and improving diversity and inclusion. We can only achieve our ambitious goals by bringing our supply partners with us in doing so, we believe were positioning both our business and theirs for growth. Our relaunched Partner for Purpose programme aims to create an open, inclusive ecosystem of supply partners to deliver our innovation, growth and sustainability priorities. As we challenge our existing suppliers to make the necessary changes to step towards our goals, we also support them as they innovate for a better future.
Unilever Annual Report on Form 20-F 2020 | 27 |
Protecting climate and nature
We announced new goals to achieve net zero carbon emissions from all our products, from sourcing to point of sale, by 2039 and to eliminate deforestation from our supply chain by 2023. Influencing our suppliers and supporting them to make positive changes is key to achieving these goals. After all, the vast majority are emissions from our supply chain or consumers using our products. This is why were asking existing suppliers to adopt targets to cut emissions, and why were prioritising partnerships with new suppliers who already have science-based emissions targets in place. Were also supporting suppliers through, for example, the new 1.5°C Supply Chain Leaders initiative. See page 28 for more on how were working with suppliers towards our climate and nature goals.
Sustainable sourcing is a cornerstone of our approach to drive sustainability throughout our supply chain, from the largest commodity suppliers to smallholder farmers. It involves raising the standard of agricultural practices to drive social, economic and environmental improvements, often through third-party certification. In 2010, we set a target to source all our raw materials sustainably and in 2020, 67% of our agricultural raw materials were sustainably sourced compared to 14% in 2010. To maximise our impact, we focused on sustainably sourcing the 12 key crops and commodities such as palm oil, paper and board, soy, sugar and tea that make up around two-thirds of our agricultural raw materials. 92% of these key ingredients, including 99.6% of our palm oil, were sustainably sourced in 2020.
Our innovation partners are helping us develop more planet-friendly products and ingredients. For example, were working with Evonik on biodegradable cleaning ingredients and with SABIC to develop recycled plastic ice cream tubs for Magnum, rolling out 7 million across Europe in 2020. In our Home Care division, for example, were starting to model the impact of different product ingredients on carbon emissions to understand how to reduce our footprint most quickly.
See our website for more on sustainable sourcing
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In focus: |
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Technology for transparency | ||||
To improve the visibility and traceability of our commodity supply chains, were using satellite imagery, geolocation data, blockchain and AI. Were part of Global Forest Watch, a group of companies developing radar technology to detect deforestation more quickly and accurately. In 2020, we began working with US geospatial analytics specialist Orbital Insight to get data around the first mile in our supply chains. Working with Google Cloud, we then refine this data to get accurate images of the forests, biodiversity and water cycles that intersect our supply chain. |
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56,000 direct suppliers in 150 countries
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Making our supply chain more diverse
Creating a diverse supply chain, not only reduces risk but can also unlock innovation and agility within businesses. Were aiming to spend 2 billion annually by 2025 with suppliers that are majority-owned, managed and controlled by women, racial or ethnic minorities, LGBTQI+ or people with disabilities. We want our supplier base to reflect the diversity of our consumers and, with this in mind, are expanding our supplier diversity programmes in North America and South Africa into other regions around the world and building on their successes and learnings.
Our well-established North American programme, for example, identifies opportunities to partner with under-represented groups in businesses. Through initiatives like making sure every tender process includes at least one diverse supplier, our North American business has more than doubled its spend with diverse suppliers since 2017 and was shortlisted for a World Procurement Supplier Diversity & Inclusion award in 2020.
See our website for more on inclusion and diversity
Intelligent growth
The need to react quickly to the unexpected, particularly during the early stages of the pandemic, highlighted the increasing importance of technology for an agile and future-fit supplier ecosystem. As we worked alongside suppliers to respond to the surges and falls in demand across different product categories, the value of data insights, smarter sourcing and more real-time visibility of goods and logistics became very clear. This is a critical focus for us were using increasingly sophisticated digital tools to identify new potential innovation partners, bring new suppliers on board, audit suppliers virtually, and monitor logistics and supply risk in real time.
28 | Unilever Annual Report on Form 20-F 2020 |
Without natural resources and the millions of
people who source, make and sell our products,
our business simply cant grow.
The interconnection between a healthy natural world and a thriving society was thrown into sharp relief in 2020. By protecting nature and improving health and livelihoods, we will have a positive impact on the planet, on people and, ultimately, on our own business.
Tackling climate change and social inequality have long been at the heart of our sustainability agenda. But more of the same isnt going to bring emissions down in line with the Paris Agreement, or end poverty. Thats why weve set ambitious new targets for improving the health of the planet and contributing to a fairer and more socially inclusive world, with aggressive timelines. And were encouraging others such as our suppliers and industry peers to take bold steps, since only through working together can we make sustainable living commonplace.
Improving the health of the planet
The damaging effects of climate change and nature loss are becoming more obvious each year. As a large global company with a vision to be the leader in sustainable business, we have an opportunity to not just reduce our impact on the environment but to also have a more positive one. With this in mind, we set new targets to replace the Unilever Sustainable Living Plan (USLP) goals which concluded in 2020. While we have made notable progress in areas we control, such as our own manufacturing, we didnt achieve as much as we hoped on some of the key environmental issues that involve our suppliers or consumers. For example, we fell short of our water target that involved reductions during consumer use. So were building on what weve learnt and widening our influence. See page 34 for details of our performance.
Net zero emissions
Theres no doubt that the world needs to decarbonise, and quickly. We intend to lead this transformation and this year announced a new target to achieve net zero emissions from sourcing to point of sale, by 2039. This means removing as much carbon from our operations and supply chain as we can, and only offsetting the remaining emissions as a last resort. In our own manufacturing operations, weve reduced CO2 from energy per tonne of production by 75% compared to 2008 and are finding ways to replace fossil fuel energy with renewable energy 2020 was our first full calendar year that we operated our factories with 100% renewable grid electricity. As a result, our Scope 2 emissions fell by 61% versus last year. And this year, 52% of our total energy use in manufacturing was generated from renewable resources. Across our operations, we have reduced Scope 1 and 2 emissions from energy and refrigerant use by 60% since 2015, mainly due to our accelerated use of renewables and the phasing out of coal from our energy mix, which is now restricted to a small number of factories. We remain committed to fully eliminating coal.
We have a responsibility to help tackle the climate crisis: as a business, and through direct |
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action by our brands. |
Alan Jope
Chief Executive Officer
Emissions from our operations are only a small part of our overall footprint. Progress against our target to halve the greenhouse gas impact of our products across the lifecycle has been slower than expected. Since 2010, our greenhouse impact per consumer use has reduced by 10% (against a restated baseline, see page 56 for more). We are making good progress particularly in Foods & Refreshment and Home Care where we have reduced per consumer greenhouse gas emissions since 2010 by 30% and 37% respectively. The per consumer use greenhouse impact of our Beauty & Personal Care Division has increased by 10% over the same period, driven primarily by the acquisition of brands with high greenhouse gas emissions associated with consumer hot water use, including hair and bath/shower products.
Were working beyond Unilever to get our suppliers on board as we work towards decarbonisation (see page 27). The size and scale of our 400+ brands their production, use and influence are some of our strongest levers in our fight against climate change. A focus on planet and people is at the core of each divisions strategy see pages 20 to 21 for more. Our brands will invest, partner and innovate through our new 1 billion Climate & Nature Fund over the next ten years to remove carbon emissions from the making and use of our products and from the environment. To support consumers who want to lead lower carbon lives, we have also committed to communicate the carbon footprint of every product we sell.
In September we also announced a transformational Clean Future programme for our cleaning and laundry products that will invest an additional 1 billion over the next ten years to remove all fossil-fuel derived carbon from products by moving to 100% renewable or recycled carbon. See page 23 for more.
To help the world move faster towards decarbonisation, weve joined the 1.5°C Supply Chain Leaders initiative and endorsed a new SME Climate Hub launched in September. Through this platform, well work with other leading multinationals to help small and medium-sized organisations both in our supply chain and beyond put climate strategies into place to reach net zero emissions by 2050.
We continue to report in line with the recommendations of the Task Force on Climate-related Financial Disclosures see pages 51 to 57 for more. In 2021, we will publish our climate transition action plan
Unilever Annual Report on Form 20-F 2020 | 29 |
and seek a non-binding advisory vote from shareholders on our emissions reduction targets and our plans to achieve them.
See our website for more on climate action
A waste-free world
Were working to reduce plastic pollution through targets focused on an absolute reduction, using more recycled and less virgin plastic, improving the recyclability of our plastic and collecting more plastic than we sell. These build on the progress weve made towards our long-held commitment to send zero non-hazardous waste to landfill from our factories, which we maintained again in 2020. Hazardous waste from our factories increased by 23% due to the classification of personal protective equipment in many countries as hazardous, coupled with the closure of waste handling sites. We have made solid year-on-year progress towards our target to halve the waste associated with the disposal of our products by the end of 2020 we had reduced this by 34%.
The pandemic has brought new challenges in tackling plastic pollution. It is imperative we, and the rest of industry, stay the course. In many cases our brands are stepping up their efforts. Dove has launched new 100% recycled plastic bottles in North America and Europe, Magnum introduced 7 million ice cream tubs made from food-grade recycled plastic, and laundry brand Seventh Generation now has a zero-plastic range.
This isnt a problem we can solve alone. We are working across our value chain on key issues such as packaging design, collection and new business models. In India, for example, were working with the United Nations Development Programme to protect the livelihoods of informal waste collectors and to collect, segregate and recycle plastic packaging. Our CEO co-sponsors the Consumer Goods Forum Plastic Waste Coalition of Action. In March, we signed the European Plastics Pact to accelerate progress towards the reuse and repurposing of plastic. In June, we renewed our strategic partnership with the Ellen MacArthur Foundation, and in October, we signed a manifesto supporting a UN treaty to eliminate plastic pollution from oceans by 2040. See pages 58 to 59 for more about our work on plastic.
See our website for more on plastic
|
In focus: |
|||
Brands taking a stand on climate | ||||
Our brands are working in a variety of ways to help us move towards our climate commitments. Laundry brand Seventh Generation is investing in initiatives to reduce its carbon emissions. Foods & Refreshment brands like Knorr and more recent acquisitions like The Vegetarian Butcher are working to lower emissions by inspiring more plant-based eating. And Love Beauty and Planet is giving $40 (per tonne of carbon) to a carbon tax fund supporting programmes reducing carbon emissions and landfill waste. |
||||
|
1bn Climate & Nature Fund announced in June 2020
|
Protecting and regenerating nature
With an agricultural footprint of more than 3 million hectares, we have a responsibility to preserve land for future generations. Were aiming to achieve this through sustainable sourcing of our key commodities, regenerative agriculture practices and a deforestation-free supply chain, enabled by greater transparency.
Weve been at the forefront of efforts to tackle commodity-driven deforestation over the last decade. This year, we announced our aim to reach a deforestation-free supply chain by 2023, following on from the original Consumer Goods Forum industry target of zero net deforestation by 2020. To achieve this, were focusing our efforts on crops with a high risk: palm oil, soy, paper and board, tea and cocoa. We introduced a new sourcing policy for these materials that clearly lays out our requirements and expectations of our suppliers. We are making progress, particularly with palm oil and soy suppliers. Working with fewer palm oil mills, for example, allows us to better manage traceability and risk. So were refining our palm oil mill network from 1,600 to 500 mills by 2023. See page 27 for how were using technology to improve the transparency of our supply chain.
While sustainable sourcing and ensuring a deforestation-free supply chain is critical, lasting improvements to the soil and ecosystems we depend on simply wont happen without more regenerative agricultural practices. To this end, we plan to launch new Regenerative Agriculture Principles in 2021. Well use these to set up best practice pilot projects with suppliers to support improvements in soil health, biodiversity, water quality and climate resilience.
Consumers want confidence that the products theyre buying come from suppliers with high environmental and social standards and being transparent about our supply chain is key to this. We publish lists of our direct suppliers for soy, tea, paper and board as well as both direct and indirect suppliers for palm (refineries, crushing facilities and mills) and cocoa (cooperatives). We also report publicly on the issues we face with palm oil suppliers so that others can see and act on these insights. This year we suspended 158 palm oil suppliers due to grievances for non-compliance against our palm oil sourcing policy.
Bringing smallholders and farmers on this journey with us is crucial not just to protect the land and water and ensure the quality of our products, but also to improve social equity and the livelihoods of millions. Since 2011, across all our smallholder programmes, weve helped over 832,000 smallholder farmers access initiatives aiming to improve their agricultural practices. And were extending our support to help smallholders to diversify their incomes and tackle climate change.
See our website for more on protecting nature
30 | Unilever Annual Report on Form 20-F 2020 |
Planet & society continued
Protecting water
Access to safe water is a basic human right. Its become even more critical this year, with the importance of good hygiene in protecting against Covid-19. And water scarcity and climate change are, of course, inextricably linked. While we fell some way short of our 2020 targets for water connected to the consumer use of our products, we made good progress in reducing the water used in manufacturing, cutting this by 49% since 2008 and hitting our 2020 target two years early. Were continuing to produce and promote products that use less water. And to protect aquatic ecosystems, were developing more biodegradable products and are aiming to make our product formulations biodegradable by 2030.
We also work to promote good water management, particularly in water-stressed areas. This year, we announced that well aim to establish water stewardship programmes around 100 sites in water stressed areas by 2030 and have joined the Alliance for Water Stewardship. Well build on our success in managing water in our factories to embed good community water management practices in water-stressed countries using what weve learned from our Prabhat water stewardship programme in India, which since 2013 has conserved over 50 billion litres of water so far. And, as part of the 2030 Water Resources Group hosted by the World Bank, were also working with governments and other stakeholders to improve water resilience across India, Brazil, South Africa, Vietnam and Bangladesh.
See our website for more on water stewardship
A fairer and more inclusive world
Our business relies on the millions of people who work in our value chain including farmers, factory workers, small shop owners, waste recyclers and others. We can only create widescale change by giving people opportunities to improve their livelihoods. So we work to improve peoples health, confidence and wellbeing; to create opportunities for all; and to respect and promote human rights.
This year was hard for many in our value chain, but it reinforced the importance of collaborating with others. We continued to work to eradicate forced labour, particularly in the palm oil industry, including through the Consumer Goods Forum and to push for fair opportunities and access to rights for all through the Business for Inclusive Growth (B4IG) coalition.
Promoting human rights
Respecting and promoting human rights is a non-negotiable part of working with Unilever. Safe working conditions became even more critical in 2020, particularly for frontline factory workers in our own operations and extended supply chain who were critical in meeting changes in demand due to Covid-19.
Were continuing to roll out our Responsible Sourcing Policy (RSP), which sets standards on human and labour rights, to all Unilever suppliers in 2020, 83% of our procurement spend was through suppliers meeting these requirements. While this falls short of our 2020 target, partly due to slower progress during the pandemic,
we remain committed to increasing supplier compliance. We plan to relaunch our RSP in 2021 with an expanded focus on climate and nature. Were also rolling this out to our suppliers beyond tier 1 (those that directly invoice us), preparing them for our future requirements and encouraging the embedding of rights into more flexible employment models such as the gig economy.
We work with third parties to remediate and improve any poor practices identified through screening or auditing. During 2020, we launched a virtual auditing programme to continue monitoring human rights in our extended supply chain. Those who are unwilling or unable to comply with the RSP or the Responsible Business Partner Policy which applies to partners who are not suppliers are subject to delisting.
While theres still much to be done, we are moving in the right direction as shown by our joint first ranking in the Corporate Human Rights Benchmark and first ranking in agricultural products industry.
See our website for more on human rights
Raising living standards
Paying all workers fairly for the work they do is a fundamental human right. In January 2021, we announced a goal that everyone who directly provides goods and services to Unilever will earn at least a living wage or a living income by 2030. We will specifically focus on the most vulnerable workers in manufacturing and agriculture, working with stakeholders to raise living standards through supplier selection practices, collaboration and advocacy wherever we operate.
We have been working to improve the incomes of small-scale retailers in our distribution network for a number of years. While we missed our original target to reach 5 million small retailers, in 2021 we set a new goal building on the lessons we learned to help 5 million small and medium-sized enterprises in our retail value chain grow their business through access to finance, technology and digital skills by 2025.
See our website for more on raising living standards
Opportunities for all
To be a truly inclusive business, we need to make sure women, especially women from under-represented groups, have the same access as men to opportunities. We continue to invest in womens livelihoods to benefit families and communities, and to grow our business.
A number of our brands, including Sunsilk, TRESemmé, Radiant and Glow & Lovely have developed their brand purpose around skills and confidence-building, particularly focused on women. Glow & Lovely continued to offer scholarships, education and training to Indian women. And our Sunlight dishwashing brand continued its work in Indonesia with UN Women, through the WeLearn online learning platform for women entrepreneurs. Through their efforts, weve enabled over 2.6 million women to access initiatives aiming to develop their skills short of our 5 million goal.
Unilever Annual Report on Form 20-F 2020 | 31 |
Many of the small shops who sell our products are run by women and, building on initiatives like our Shakti programme, were now offering interest-free credit for small shop owners. Our Jaza Duka partnership with Mastercard has helped 20,000 shop owners in Kenya, many of whom are women, access credit through a digital platform.
Our brands are also taking decisive actions to tackle racial discrimination and social injustice. In the US, our brands rallied around a Unilever-led United For America campaign to help the hardest-hit US communities in the wake of the Covid-19 pandemic. This included a United For America X Luminary Fellowship Program, rolled out across several cities, to help women-owned businesses adapt and keep people employed. 80% of the fellowships will go to businesses owned by women of colour. SheaMoisture expanded its support for Black women in the US, announcing a fund for activists promoting social change.
The size of our supply chain gives us the chance to have a significant impact on the lives of under-represented groups through our spending decisions. See page 27 for more on our new diverse supplier commitment. As the worlds second largest advertiser based on our media spend, we can also challenge stereotypes through our advertising. Thats why we have committed to increase the number of advertisements that feature diverse groups of people.
See our website for more on inclusion and diversity
Better health and hygiene
Since 2010, Lifebuoy and Domestos have worked extensively to improve hygiene and sanitation for millions of people around the world. Lifebuoy has reached over 1 billion people with its handwashing campaigns and Domestos, working with UNICEF, has helped more than 29 million people access better sanitation and hygiene (2012 to 2020). This year, we also committed 100 million for donations of soap, sanitiser, bleach and food to help those affected by the pandemic. With the UKs Foreign, Commonwealth & Development Office, we launched a global handwashing campaign aimed at reaching one billion people, including the donation of over 20 million hygiene products for those with poor sanitation or health systems.
See our website for more on health and wellbeing
Healthier eating
Through our biggest food brands like Knorr and Hellmanns, we continued to promote healthy and affordable diets. We achieved our ambition of doubling the proportion of products meeting the Highest Nutritional Standards (based on globally recognised dietary recommendations), now at 61% of our Foods portfolio. We also continued to reduce the sugar and salt in our products. To continue to raise our ambition levels, a new commitment was agreed to double the number of products sold with micronutrients as well as nutritious ingredients like vegetables, fruit and beans. And were adding more plant-based products across our Foods portfolio we aim to achieve annual sales of 1 billion in plant-based meat and dairy alternatives over the next five to seven years. See page 22 for more.
Our Compass strategy puts sustainability at the heart of our business. Were setting out to prove that sustainability not only benefits people and planet, but that it also drives superior business |
||
performance. |
Rebecca Marmot
Chief Sustainability Officer
Fortifying our most popular and affordable products is another key area of focus. In 2020, we hit the milestone of providing 100 billion servings of food containing the key micronutrients iron, iodine, zinc and vitamins A and D halfway to our goal of 200 billion by 2022. Our 2020 acquisition of GSKs Consumer Healthcare business in South Asia gives us important new products aimed at improving child nutrition and womens wellbeing, such as the Horlicks range. In recognition of our commitment to nutrition, Hindustan Unilever Limited was ranked joint first in the Access to Nutrition India Spotlight Index 2020.
Our Foods & Refreshment brands continued to encourage nutritious choices through clear labelling, balanced portions and nutritious cooking campaigns, which also supported the many people cooking more at home during the pandemic see page 21 for more.
See our website for more on improving nutrition
Sustainability rating
|
Performance in 2020
|
|
S&P Dow Jones Sustainability Index Sector: Personal Products
|
Score: 90/100 Industry Leader Gold Status
|
|
CDP | Climate score: A (A List) | |
Sector: All sectors | Water score: A (A List) | |
Palm oil score: A- | ||
Soy score: A- | ||
Timber score: A-
|
||
GlobeScan Sustainability Leaders Survey | Ranked 1st overall | |
Sector: All sectors
|
||
S&P Global Ratings | ESG score: 89/100 | |
Sector: Consumer Products
|
||
Sustainalytics | ESG risk rating: Medium | |
Sector: Personal Products
|
ESG management score: Strong |
32 | Unilever Annual Report on Form 20-F 2020 |
In a volatile and unpredictable year, we have demonstrated
our resilience and agility while delivering a step-up in
competitive performance.
This year, we drew on our market agility and our five growth fundamentals to navigate the uncertainty and volatility of the Covid-19 pandemic. Our immediate response to the impact of Covid-19 was to focus on protecting our people, safeguarding supply, responding to new patterns of demand, supporting our communities, and preserving our cash and balance sheet strength.
We demonstrated the resilience of our business in 2020 and unlocked new levels of agility in responding to unprecedented fluctuations in consumer demand and channel dynamics. Our focus on operational excellence and the fundamentals of growth delivered an improvement in competitiveness. And we continued to strengthen our business by unifying our dual-headed legal structure, which will give us more strategic flexibility for portfolio evolution, remove complexity and further strengthen our corporate governance.
Our performance in 2020
In the early days of the pandemic, we decided the best way to manage our business was to refocus on competitive growth and delivering underlying operating profit and free cash flow. Weve performed well against these objectives with more than 60% of our business winning market share in the last quarter in the markets that we measure.
Our 2020 profitability was healthy, despite the additional Covid-19 costs. Underlying operating profit of 9.4 billion declined by 5.8% but rose by 0.7% at constant exchange rates. Underlying operating margin fell by 60bps driven by gross margin which declined by 50bps. This includes a negative impact of 90bps from Covid-19, reflecting additional costs in adapting our supply chain and adverse mix.
Meanwhile, our focus on protecting cash and keeping our operations running efficiently led to 7.7 billion of free cash flow. This increase of 1.5 billion was driven by favourable movements in working capital, as we increased our focus on payments from our customers (receivables) and rephased our capital expenditure in light of Covid-19.
We grew underlying sales by 1.9% in 2020, with volumes growing 1.6% and 0.3% from price. Category and demand patterns varied throughout the year and by market, driven by the differing status of lock-down restrictions.
|
1.9% underlying sales growth in 2020
|
Our turnover decreased by 2.4%, primarily driven by a negative currency impact of 5.4%, with a positive impact of 1.2% from acquisitions net of disposals. Our eCommerce sales grew by 61% as we captured demand in online channels and is now 9% of Unilevers sales. See pages 36 to 37 for more on Divisional, category and market performance.
Our strategic choices for future success
In early 2021, we set out in detail the Unilever Compass strategy to deliver our vision. It guides our decisions and actions in five key areas: portfolio, brands, markets, channels and culture. All of this is underpinned by our focus on creating value through our multi-year financial framework.
1. Developing our portfolio into high growth spaces
We hold clear global leadership positions in six categories; and in a seventh, we lead in terms of volume sold but not yet value. More than 50% of our global turnover comes from our 13 biggest brands, each generating more than 1 billion of sales in 2020.
Were building on this by continuing to evolve our portfolio in higher growth areas such as hygiene, prestige beauty, plant-based foods and functional nutrition this will continue to influence the choices we make for organic investment as well as acquisitions and disposals. In 2020, we continued to expand our portfolio in functional nutrition through the acquisition of iconic health food drinks brands Horlicks and Boost as well as SmartyPants Vitamins and Liquid I.V. (see page 20 for more).
During the year, we also conducted a strategic review of our global tea business which includes brands such as Lipton, Brooke Bond and PG Tips concluding that we would separate out the tea business as we evolve our portfolio (with the exception of our business in India and Indonesia and the partnership interests in the ready-to-drink tea joint ventures).
Unilever Annual Report on Form 20-F 2020 | 33 |
2. Winning with our brands as a force for good, powered by purpose and innovation
We have a long track record as a leader in sustainability. Were continuing to lead the way in sustainable business ramping up our commitments on climate, nature and creating a fairer world (see pages 10 to 11 for more). Were embedding these commitments at the heart of our divisional, category and brand agendas.
Our purposeful brands are key to delivering our sustainability ambitions and they are starting to cut through. Consumers now see 60% of our brands as more purposeful, taking meaningful, tangible action on issues that they care deeply about. Were innovating to ensure our brands also excel through their quality and efficacy. See the consumer review on pages 20 to 23 for more examples of brands with purpose and innovation.
3. Accelerating in the USA, India, China and key growth markets
We have strong brand and category positions in major markets such as the US and China and a market leadership position in India together these three countries represent nearly 35% of our turnover today and are forecast to account for over half of global GDP growth by 2030. Beyond these three key markets lies much opportunity in key growth markets of the future for example our strong operating businesses in Brazil, Indonesia, Philippines, Thailand and Mexico, each deliver more than 1 billion in sales every year and were continuing to build on our unrivalled route-to-market strength in these and other expanding markets.
|
In focus: |
|||
Our multi-year financial framework | ||||
We will deliver long-term value creation by continuing to evolve our portfolio and driving earnings growth, a strong cash flow and a growing dividend. We expect to do this through: ◾ Underlying sales growth ahead of our markets, delivering USG in the range of 3% to 5% ◾ Profit growth ahead of sales growth, on a comparable basis ◾ Sustained strong cash flow over the long term ◾ Savings of 2 billion per year from our well-established Fuel for Growth savings programmes ◾ Restructuring investment of around 1 billion for 2021 and 2022; lower thereafter ◾ ROIC in the mid-to-high teens ◾ Net debt to underlying EBITDA at around 2x |
||||
|
7.7bn free cash flow in 2020
|
4. Leading in the channels of the future
Were designing for growth channels like eCommerce through focused channel teams working to make sure we have the right portfolio and execution with strategies based on deep shopper insights. Our eCommerce focused innovations include smart packaging solutions designed for home delivery.
The right portfolio for eCommerce must be supported by operations built for this channel, from demand-anticipating algorithms to fast order fulfilment, and were becoming more agile throughout our supply chain and operations. The explosion of eCommerce is also transforming the decades-old distributive trade and bringing new opportunities for our eB2B programmes. See the customers, suppliers and business partners review on pages 26 to 27 for more.
5. Building a purpose-led, future-fit organisation and growth culture
Our people are key to delivering our strategy, so were focusing on our capacity, capability and culture. Agile ways of working and digital transformation are allowing us to find new capacity and refocus our people on the highest value work. Were equipping our employees with the skills theyll need to adapt to a changing world of work and to continue to grow our business. See pages 16 to 19 for more on our people.
Were continuing to unlock fuel for growth through our established savings programmes like 5S (a holistic programme covering pricing, product sourcing and product design) and zero-based budgeting, as well as our organisational change programmes.
In 2021 and beyond, we will continue to demonstrate how sustainable business drives superior performance building on our strengths that position us well for the consumer and demographic trends of the future, and delivering on our strategic choices to create long-term value for all our stakeholders.
34 | Unilever Annual Report on Form 20-F 2020 |
We measure our success by tracking both non-financial
and financial key performance indicators.
Non-financial performance
Target | 2020 | 2019 | 2018 | |||||
Improving health & wellbeing |
||||||||
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(a) |
1 billion |
On ground
reach: 625 million |
On ground
reach: 615 million |
On ground
reach: 570 million |
||||
TV reach: 715 million |
TV reach: 710 million |
TV reach: 670 million |
||||||
Nutrition Target: By 2020 we will double (i.e. up to 60%) the proportion of our portfolio that meets the Highest Nutritional Standards, based on globally recognised dietary guidelines |
60% | 61% | 56%à | 48% | ||||
Reducing environmental impact |
||||||||
Greenhouse gases Target: Halve the greenhouse gas impact of our products across the lifecycle (from the sourcing of the raw materials to the greenhouse gas emissions linked to people using our products) by 2030 (greenhouse gas impact per consumer use; 2010 baseline)(c)(d) |
(50%) | (10%) | (8%)(b)à | (3%)(b) | ||||
Target: By 2020 CO2 emissions from energy from our factories will be at or below 2008 levels (£145.92) despite significantly higher volumes (reduction in CO2 from energy in kg per tonne of production since 2008)* |
£145.92 | 36.94 | 50.76à | 70.46D | ||||
Water Target: Halve the water associated with the consumer use of our products by 2020 (water impact per consumer use; 2010 baseline)(c) |
(50%) | 0% | 1%à | (2%) | ||||
Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels (£2.97) despite significantly higher volumes (reduction in water abstraction in m³ per tonne of production since 2008)* |
£2.97 | 1.52 | 1.58à | 1.67D | ||||
Waste Target: Halve the waste associated with the disposal of our products by 2020 (waste impact per consumer use; 2010 baseline)(c) |
(50%) | (34%) | (32%) | (31%) | ||||
Target: By 2020 total waste sent for disposal will be at or below 2008 levels (£7.91) despite significantly higher volumes (reduction in total waste in kg per tonne of production since 2008)* |
£7.91 | 0.34 | 0.30à | 0.23(e) | ||||
Sustainable sourcing Target: By 2020 we will source 100% of our agricultural raw materials sustainably (% of tonnes purchased) |
100% | 67% | 62%à | 56% | ||||
Enhancing livelihoods |
||||||||
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) |
100% | 83% | 70% | 61%D | ||||
Reducing workplace injuries and accidents by 50%, from 2.10 accidents per 1 million hours worked in 2008 (reduction in Total Recordable Frequency Rate of workplace accidents per million hours worked since 2008)* |
1.05 | 0.63 | 0.76(f)à | 0.69D | ||||
Opportunities for women Target: By 2020 we will empower 5 million women, by: |
||||||||
Promoting safety for women in communities where we operate (number of women) |
||||||||
Enhancing access to training and skills (number of women) |
5 million | 2.63 million(g) | 2.34 million | 1.85 millionD | ||||
Expanding opportunities in our value chain (number of women) |
||||||||
Building a gender-balanced organisation with a focus on management (% of managers that are women)* |
50% | 50% | 51% | 49%D | ||||
Inclusive business Target: By 2020 we will have a positive impact on the lives of 5.5 million people by: |
||||||||
Enabling 5 million small-scale retailers to access initiatives aiming to improve their income (number of small-scale retailers since 2015) |
5 million | 1.83 million(g) | 1.81 millionà | 1.73 million | ||||
Enabling 500,000 smallholder farmers to access initiatives aiming to improve their agricultural practices (number of smallholder farmers since 2011) |
0.50 million | 0.83 million(g) | 0.79 millionà | 0.75 million |
* |
Key Non-Financial Indicators. |
|
PwC assured in 2020. For details and 2020 basis of preparation see www.unilever.com/investor-relations/annual-report-and-accounts |
à |
PwC assured in 2019. For details and 2019 basis of preparation see www.unilever.com/planet-and-society/sustainability-reporting-centre/reporting-archive |
D |
PwC assured in 2018. For details and 2018 basis of preparation see www.unilever.com/planet-and-society/sustainability-reporting-centre/reporting-archive |
(a) |
The number of people reached through TV advertisements and programmes aimed at encouraging health and hygiene behaviour change (TV reach) includes Signal, Dove and Lifebuoy. |
(b) |
We have restated the change in our GHG emissions per consumer use for prior years as a result of incorporating new data relating to the usage of our products, which changed the estimated GHG emissions in our 2010 baseline. See page 56 for more information. |
(c) |
Brackets around our GHG, waste and water footprints indicate that we have reduced our footprints by the numbers quoted. |
(d) |
Target approved by the Science Based Targets initiative. |
(e) |
Restated from 0.20 kg/tonne of production due to a classification error during the data reporting process. |
(f) |
2019 Total Recordable Frequency Rate (TRFR) included for the first time all acquisitions which operate as decentralised business units, as we now have processes in place to collect the data. Had we included these acquisitions in 2018, our reported TRFR would have been approximately 6% higher. |
(g) |
Around 592,000 women have accessed initiatives under both the Inclusive business and the Opportunities for women pillars in 2020. |
Unilever Annual Report on Form 20-F 2020 | 35 |
Financial performance
2020 | 2019 | 2018 | ||||||||||
Group |
||||||||||||
Turnover growth
|
(2.4% | ) | 2.0% | (5.1% | ) | |||||||
Underlying sales growth*
|
1.9% | 2.9% | 3.2% | |||||||||
Underlying volume growth*
|
1.6% | 1.2% | 1.9% | |||||||||
Operating margin |
16.4% | 16.8% | 24.8% | |||||||||
Underlying operating margin* |
18.5% | 19.1% | 18.6% | |||||||||
Free cash flow* |
7.7 billion | 6.1 billion | 5.4 billion | |||||||||
Cash flow from operating activities |
10.9 billion | 10.6 billion | 9.6 billion | |||||||||
Net cash flow (used in)/from investing activities |
(1.5) billion | (2.2) billion | 4.6 billion | |||||||||
Net cash flow (used in)/from financing activities |
(5.8) billion | (4.7) billion | (12.1) billion | |||||||||
Divisions |
||||||||||||
Beauty & Personal Care |
||||||||||||
Turnover |
21.1 billion | 21.9 billion | 20.6 billion | |||||||||
Turnover growth |
(3.4% | ) | 6.0% | (0.3% | ) | |||||||
Underlying sales growth |
1.2% | 2.6% | 3.4% | |||||||||
Operating margin |
20.4% | 20.7% | 20.2% | |||||||||
Underlying operating margin |
21.7% | 22.7% | 22.0% | |||||||||
Foods & Refreshment |
||||||||||||
Turnover |
19.1 billion | 19.3 billion | 20.2 billion | |||||||||
Turnover growth |
(0.8% | ) | (4.6% | ) | (9.9% | ) | ||||||
Underlying sales growth |
1.3% | 1.5% | 2.2% | |||||||||
Operating margin |
14.4% | 14.6% | 36.0% | |||||||||
Underlying operating margin |
17.0% | 17.5% | 17.7% | |||||||||
Home Care |
||||||||||||
Turnover |
10.5 billion | 10.8 billion | 10.1 billion | |||||||||
Turnover growth |
(3.4% | ) | 6.9% | (4.2% | ) | |||||||
Underlying sales growth |
4.5% | 6.1% | 4.7% | |||||||||
Operating margin |
11.9% | 12.7% | 11.7% | |||||||||
Underlying operating margin |
14.5% | 14.8% | 13.3% |
* |
Key Financial Indicators. |
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. 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 pages 39 to 43.
36 | Unilever Annual Report on Form 20-F 2020 |
2020 performance
The Group generated turnover of 50.7 billion, operating profit of 8.3 billion, net profit of 6.1 billion and free cash flow of 7.7 billion.
Turnover declined by 2.4%. This included an unfavourable currency impact of 5.4% driven by weakening of currencies in our key markets such as Brazil, Argentina and India. Underlying sales growth contributed 1.9% to turnover. Covid-19 had a significant impact on consumer behaviour and on the performance of a number of our categories. There was growth in hand and home hygiene, laundry products and in-home food and refreshment. However sales in personal care except for hygiene products were adversely impacted. Food solutions and out of home ice cream sales declined, impacted by channel closures. Overall acquisition and disposal activities made a positive contribution of 1.2% to turnover mainly from the health food drinks portfolio acquired from GlaxoSmithKline. This included brands such as Horlicks and Boost. This acquisition along with the acquisitions of Liquid IV and SmartyPants Vitamins in the USA, increased Unilevers presence in functional nutrition. More details on acquisitions and disposals are in note 21 on pages 162 to 165.
Emerging markets underlying sales grew by 1.2%. In China and India sales were severely impacted by strict lockdowns at the beginning of the year but returned to growth in the second half. Latin America grew mid-single digit and Indonesia grew slightly. Developed markets underlying sales grew by 2.9% led by a strong performance in North America in-home foods. Europe declined by 1.0% for the full year due to a continued deflationary retail environment and a decline in out of home
ice cream, but returned to growth in the final quarter. Globally, eCommerce grew by 61% during the year and now accounts for 9% of Unilever sales.
Operating profit was 8.3 billion which included 1.1 billion of non-underlying items, primarily restructuring costs. Restructuring costs are comprised of supply chain optimisation projects to improve gross margin and improve network agility, and organisational change projects to reduce overheads. The Supply Chain investments were concentrated in the manufacturing and logistics networks, particularly in Europe and the Americas.
Underlying operating profit was 9.4 billion, a decrease of 5.8%. This included an unfavourable currency impact of 6.5%. Underlying operating margin decreased by 60bps. Gross margin decreased by 50bps which included a negative impact of 90bps from the additional costs needed to adapt and run our supply chain plus an adverse product mix impact as a result of changes in consumer behaviour relating to Covid-19. Brand and marketing investment as a percentage of turnover was flat year on year. While investment was conserved in the first half during the early lockdown periods, we invested strongly behind our brands in the second half. Overheads increased by 10bps reflecting an adverse currency impact.
Free cash flow was 7.7 billion in 2020 compared to 6.1 billion in the prior year. The improvement was led by favourable working capital movements as well as lower capital expenditure following re-phased investment to preserve cash and supply flexibility in light of Covid-19.
Highlights for the year ended | ||||||||||||||||||||||||||||||||||||||||||||
Beauty & Personal Care | Foods & Refreshment | Home Care | Group | |||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
Turnover ( million) | 21,124 | 21,868 | 19,140 | 19,287 | 10,460 | 10,825 | 50,724 | 51,980 | ||||||||||||||||||||||||||||||||||||
Underlying sales growth (%) | 1.2 | 2.6 | 1.3 | 1.5 | 4.5 | 6.1 | 1.9 | 2.9 | ||||||||||||||||||||||||||||||||||||
Underlying volume growth (%) | 1.2 | 1.7 | 0.1 | (0.2 | ) | 5.1 | 2.9 | 1.6 | 1.2 | |||||||||||||||||||||||||||||||||||
Underlying price growth (%) | | 0.9 | 1.1 | 1.7 | (0.6 | ) | 3.1 | 0.3 | 1.6 | |||||||||||||||||||||||||||||||||||
Operating profit ( million) | 4,311 | 4,520 | 2,749 | 2,811 | 1,243 | 1,377 | 8,303 | 8,708 | ||||||||||||||||||||||||||||||||||||
Underlying operating profit ( million) | 4,591 | 4,960 | 3,257 | 3,382 | 1,519 | 1,605 | 9,367 | 9,947 | ||||||||||||||||||||||||||||||||||||
Operating margin (%) | 20.4 | 20.7 | 14.4 | 14.6 | 11.9 | 12.7 | 16.4 | 16.8 | ||||||||||||||||||||||||||||||||||||
Underlying operating margin (%) | 21.7 | 22.7 | 17.0 | 17.5 | 14.5 | 14.8 | 18.5 | 19.1 | ||||||||||||||||||||||||||||||||||||
Return on assets (%) | 140 | 124 | 69 | 61 | 129 | 99 | 102 | 89 | ||||||||||||||||||||||||||||||||||||
Free cash flow ( million) | 7,671 | 6,132 |
Unilever Annual Report on Form 20-F 2020 | 37 |
Divisional review
Beauty & Personal Care
Turnover declined by 3.4% including an unfavourable currency impact of 5.4%. Underlying sales growth was 1.2% and there was a positive contribution of 0.9% from acquisition and disposal activities.
Skin cleansing saw mid-teens volume-led growth which was driven by the important role of hand hygiene in combatting the spread of Covid-19. Our Lifebuoy hygiene brand grew by over 50%, launching H is for Handwashing, an educational campaign to teach children the importance of handwashing with soap. Lockdowns and restricted living in our markets led to lower demand for skin care, deodorants and hair care, which each saw volume and price declines. Skin care declined high-single digit and deodorants declined mid-single digit. In hair care, growth in wash and care partially offset a decline in styling products, leading to a low-single digit decline overall. Oral care grew with price growth more than offsetting negative volumes driven by supply disruption related to lockdowns in key markets. Our Prestige Beauty business was impacted by health and beauty salon and retail closures, and declined low single digit. Prestige eCommerce performed strongly and over 50% of Prestige Beauty sales are now through eCommerce.
Underlying operating profit decreased by 369 million. This was due to a 169 million impact from the decline in turnover and 200 million from increased costs related to Covid-19 and an adverse product mix impact partially offset by a reduction in brand and marketing investment, as we conserved spend during lockdown periods, before significantly stepping up investment in the second half. Non-underlying items were 280 million, 160 million lower than prior year due to lower restructuring costs. Operating profit decreased by 209 million.
Foods & Refreshment
Turnover declined by 0.8% including an unfavourable currency impact of 4.2%. Underlying sales growth was 1.3% and there was a positive contribution of 2.3% from acquisitions and disposals.
Our retail foods business grew double digit, as restricted living led to more in-home eating occasions. Hellmanns grew high-single digit, supported by its Stay In(spired) campaign, and our plant-based brand The Vegetarian Butcher grew by over 70%. Food solutions declined by 30% as out of home channels remained closed for much of the year. Despite significant decline in the out of home business due to channel closures, ice cream grew slightly overall as we rapidly shifted resources towards the in-home business. Ben and Jerrys performed strongly, teaming up with Netflix on its new Netflix and Chilld variant. Tea grew low single digit.
Underlying operating profit decreased by 125 million. This was due to a 35 million impact from the decline in turnover and 90 million from increased costs related to Covid-19, an adverse product mix impact and higher commodity costs in the second half of the year. Non-underlying items were 508 million primarily related to restructuring and were 63m lower than prior year. Operating profit decreased by 62 million.
Home Care
Turnover declined by 3.4% including an unfavourable currency impact of 7.5% partially offset by underlying sales growth of 4.5%.
Our home and hygiene brands delivered high-teens volume-led growth as we responded to increased demand for products with germ-killing and antibacterial benefits. Domestos grew by over 25% as we launched the brand in China and introduced spray and wipe formats. Our living hygiene range of local brands grew over 50%, led by Lysoforms educational campaigns in Italy. Within the fabric category, fabric solutions declined slightly, driven by lower consumer prices as we passed on some of the benefits of reduced commodity costs in the second half of the year. Capsules and liquids continued to grow. Low-single digit growth in fabric sensations was led by Indonesia and by Turkey, where our relaunched Snuggle (Yumos) brand performed well.
Underlying operating profit decreased by 86 million. This was due to a 54 million impact from the decline in turnover and 32 million from increased brand and marketing investment as we invested strongly behind our brands in the second half of the year. Overheads and gross margin improved, helped by lower material costs, despite Covid-19 related costs and negative price. Non-underlying items were 276 million, 48 million higher than prior year due to higher restructuring costs. Operating profit decreased by 134 million.
38 | Unilever Annual Report on Form 20-F 2020 |
Financial review continued
Cash flow
Cash flow from operating activities increased by 0.3 billion primarily as a result of a 0.7 billion favourable working capital movement, partially offset by a decrease in operating profit of 0.4 billion. The working capital movement was driven by a focus on receivables with a cash inflow of 1.1 billion as well as a cash inflow from payables, partially offset by a cash outflow for inventories of 0.6 billion due to additional safety stock of high priority products and raw materials during the Coivid-19 pandemic.
million 2020 |
million 2019 |
|||||||
Operating profit | 8,303 | 8,708 | ||||||
Depreciation, amortisation and impairment | 2,018 | 1,982 | ||||||
Changes in working capital | 680 | (9 | ) | |||||
Pensions and similar obligations less payments | (182 | ) | (260 | ) | ||||
Provisions less payments | (53 | ) | 7 | |||||
Elimination of (profits)/losses on disposals | 60 | 60 | ||||||
Non-cash charge for share-based compensation | 108 | 151 | ||||||
Other adjustments | (1 | ) | 2 | |||||
Cash flow from operating activities | 10,933 | 10,641 | ||||||
Income tax paid | (1,875 | ) | (2,532 | ) | ||||
Net capital expenditure | (932 | ) | (1,429 | ) | ||||
Net interest and preference dividends paid | (455 | ) | (548 | ) | ||||
Free cash flow* | 7,671 | 6,132 | ||||||
Net cash flow (used in)/from investing activities | (1,481 | ) | (2,237 | ) | ||||
Net cash flow (used in)/from financing activities | (5,804 | ) | (4,667 | ) |
* |
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 39 to 43. |
Income tax paid decreased by 0.7 billion compared to the prior year partly due to the Spreads disposal in the prior year and the impact of currency.
Net cash flow used in investing activities was 1.5 billion compared to 2.2 billion in the prior year. Capital expenditure decreased following re-phased investment to preserve cash and supply flexibility in light of Covid-19.
Net out flow from financing activities was 5.8 billion compared to 4.7 billion in the prior year. In 2020 borrowings net of repayments was 1.1 billion higher than in the prior year.
Balance sheet
million 2020 |
million 2019 |
|||||||
Goodwill and intangible assets | 34,941 | 31,029 | ||||||
Other non-current assets | 16,561 | 17,347 | ||||||
Current assets | 16,157 | 16,430 | ||||||
Total assets | 67,659 | 64,806 | ||||||
Current liabilities | 20,592 | 20,978 | ||||||
Non-current liabilities | 29,412 | 29,942 | ||||||
Total liabilities | 50,004 | 50,920 | ||||||
Shareholders equity | 15,266 | 13,192 | ||||||
Non-controlling interest | 2,389 | 694 | ||||||
Total equity | 17,655 | 13,886 | ||||||
Total liabilities and equity | 67,659 | 64,806 |
Goodwill and intangible assets were 34.9 billion, an increase of 3.9 billion compared to the prior year mainly as a result of acquisitions which contributed 6.6 billion, partially offset by a
currency impact of 2.5 billion. The Main Horlicks Acquisition was the primary driver of the increase in goodwill and intangible assets. Total consideration paid was 5,294 million of which 449 million was paid in cash and 4,845 million paid in shares of Hindustan Unilever Limited. Intangible assets and goodwill arising from this acquisition were 3.3 billion and 2.0 billion respectively. See note 21 on page 162 to 165 for more.
Other non-current assets decreased by 0.8 billion as a result of re-phased capital expenditure investment and the impact of currency. Current assets decreased by 0.3 billion driven by the 1.8 billion decrease in trade and other current receivables offset by an increase in cash and cash equivalents of 1.4 billion due to stronger than expected cash delivery and additional bond issuance to build up cash ahead of 2021 bond maturities.
Non-controlling interest increased by 1.7 billion relating to the Main Horlicks Acquisition which was partly settled through the issue of new shares of Hindustan Unilever to GlaxoSmithKline.
Movement in net pension liability/asset
The table below shows the movement in net pension liability/ asset during the year. Pension assets net of liabilities were in surplus of 0.3 billion at the end of 2020 compared with a deficit of 0.2 billion at the end of 2019. Strong positive investment performance was offset by an increase in liabilities as interest rates fell. There were refinements in assumption methodologies to reflect changes being made more generally by corporates and their advisers in setting discount rates and future inflation rates, specifically in the UK, which resulted in a 0.9 billion lower liability.
million 2020 |
||||
1 January | (196 | ) | ||
Current service cost | (223 | ) | ||
Employee contributions | 17 | |||
Actual return on plan assets (excluding interest) | 1,494 | |||
Net interest cost | (9 | ) | ||
Actuarial loss | (1,246 | ) | ||
Employer contributions | 398 | |||
Currency retranslation | 78 | |||
Other movements(a) | (26 | ) | ||
31 December | 287 |
(a) |
Other movements relate to special termination benefits, changes in asset ceiling, past service costs including losses/(gains) on curtailment, settlements and other immaterial movements. For more details see note 4B on pages 123 to 129. |
Finance and liquidity
Approximately 3.0 billion (or 54%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 149 to 155. The remaining 2.5 billion (or 46%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes 98 million (2019: 146 million, 2018: 154 million) of cash that is
Unilever Annual Report on Form 20-F 2020 | 39 |
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 2020 were $7,965 million.
Contractual obligations at 31 December 2020
million
2020 |
million
Due within 1 year |
million
Due in 1-3 years |
million
Due in 3-5 years |
million
Due in over 5 years |
||||||||||||||||
Bonds | 22,902 | 1,639 | 4,690 | 4,988 | 11,585 | |||||||||||||||
Commercial paper, bank and other loans | 2,280 | 2,271 | 8 | | 1 | |||||||||||||||
Interest on financial liabilities | 3,235 | 429 | 755 | 616 | 1,435 | |||||||||||||||
Lease liabilities | 2,098 | 442 | 644 | 421 | 591 | |||||||||||||||
Other lease commitments | 158 | 69 | 56 | 24 | 9 | |||||||||||||||
Purchase obligations(a) | 400 | 343 | 47 | 7 | 3 | |||||||||||||||
Other long-term commitments | 1,156 | 501 | 493 | 147 | 15 | |||||||||||||||
Other financial liabilities | 236 | 117 | 45 | 74 | | |||||||||||||||
Total | 32,465 | 5,811 | 6,738 | 6,277 | 13,639 |
(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 137 to 139, note 15C on page 147 and 148, and note 20 on page 161. 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.
Guaranteed US debt securities
At 31 December 2020 the Group had in issue US$11.5 billion (2019: US$12.35 billion; 2018: US$12.5 billion) bonds in connection with a US shelf registration. See page 203 for more information on these bonds and related commentary on guarantor information.
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.
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 using the prior year average exchange rates into euro, except for the local currency of entities that operate in hyperinflationary economies. These currencies are translated into euros using the prior year closing exchange rate before the application of IAS 29.
The table below shows exchange rate movements in our key markets.
Annual
average rate in 2020 |
Annual
average rate in 2019 |
|||||||
Brazilian real (1 = BRL) | 5.781 | 4.367 | ||||||
Chinese yuan (1 = CNY) | 7.862 | 7.725 | ||||||
Indian rupee (1 = INR) | 84.100 | 78.812 | ||||||
Indonesia rupiah (1 = IDR) | 16557 | 15863 | ||||||
Philippine peso ( 1 = PHP) | 56.447 | 58.112 | ||||||
UK pound sterling (1 = GBP) | 0.888 | 0.880 | ||||||
US dollar (1 = US$) | 1.135 | 1.120 |
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 earnings per share; |
◾ | underlying operating profit and underlying operating margin; |
◾ | underlying effective tax rate; |
◾ | constant underlying earnings per share; |
◾ | free cash flow; |
◾ | return on assets; |
◾ | 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, changes in currency and price growth in excess of 26% in hyperinflationary economies. Inflation of 26% per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. We believe this measure provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. 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.
40 | Unilever Annual Report on Form 20-F 2020 |
Financial review continued
The reconciliation of changes in the GAAP measure of turnover to USG is as follows:
2020 vs 2019 (%) |
Beauty &
Personal Care |
Foods &
Refreshment |
Home
Care |
Total
Group |
||||||||||||
Turnover growth(a) | (3.4 | ) | (0.8 | ) | (3.4 | ) | (2.4 | ) | ||||||||
Effect of acquisitions | 0.9 | 2.7 | 0.2 | 1.4 | ||||||||||||
Effect of disposals | - | (0.4 | ) | (0.2 | ) | (0.2 | ) | |||||||||
Effect of currency-related items, | (5.4 | ) | (4.2 | ) | (7.5 | ) | (5.4 | ) | ||||||||
of which: | ||||||||||||||||
Exchange rate changes |
(5.6 | ) | (4.6 | ) | (7.8 | ) | (5.7 | ) | ||||||||
Extreme price growth in hyperinflationary markets(b) |
0.2 | 0.5 | 0.3 | 0.3 | ||||||||||||
Underlying sales growth(b) | 1.2 | 1.3 | 4.5 | 1.9 | ||||||||||||
2019 vs 2018 (%) | ||||||||||||||||
Turnover growth(a) | 6.0 | (4.6 | ) | 6.9 | 2.0 | |||||||||||
Effect of acquisitions | 0.9 | 0.6 | 0.3 | 0.7 | ||||||||||||
Effect of disposals | - | (7.5 | ) | - | (3.0 | ) | ||||||||||
Effect of currency-related items, | 2.4 | 1.0 | 0.4 | 1.5 | ||||||||||||
of which: | ||||||||||||||||
Exchange rate changes |
1.7 | (3.5 | ) | (0.3 | ) | (0.7 | ) | |||||||||
Extreme price growth in hyperinflationary markets(b) |
0.6 | 4.7 | 0.7 | 2.2 | ||||||||||||
Underlying sales growth(b) | 2.6 | 1.5 | 6.1 | 2.9 | ||||||||||||
2018 vs 2017 (%) | ||||||||||||||||
Turnover growth(a) | (0.3 | ) | (9.9 | ) | (4.2 | ) | (5.1 | ) | ||||||||
Effect of acquisitions | 3.9 | 0.8 | 0.5 | 2.0 | ||||||||||||
Effect of disposals | | (7.2 | ) | (0.2 | ) | (3.0 | ) | |||||||||
Effect of currency-related items, | (7.2 | ) | (5.8 | ) | (8.8 | ) | (7.0 | ) | ||||||||
of which: | ||||||||||||||||
Exchange rate changes |
(8.1 | ) | (47.7 | ) | (9.1 | ) | (29.4 | ) | ||||||||
Extreme price growth in hyperinflationary markets(b) |
1.0 | 79.1 | 0.4 | 31.7 | ||||||||||||
Underlying sales growth(b) | 3.4 | 2.2 | 4.7 | 3.2 |
(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) |
Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above, and an equal and opposite amount is shown as extreme price growth in hyperinflationary markets. |
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 growth in excess of 26% per year in hyperinflationary economies as explained in USG above.
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.
The relationship between USG, UVG and UPG is set out below:
2020 vs
2019 |
2019 vs
2018 |
2018 vs
2017 |
||||||||||
Underlying volume growth (%) | 1.6 | 1.2 | 1.9 | |||||||||
Underlying price growth (%) | 0.3 | 1.6 | 1.2 | |||||||||
Underlying sales growth (%) | 1.9 | 2.9 | 3.2 |
Refer to page 36 for the relationship between USG, UVG and UPG for each of the divisions.
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 items within operating profit classified here due to their nature and frequency. |
◾ | Non-underlying items not in operating profit but within net profit are: net monetary gain/(loss) arising from hyperinflationary economies and 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.
Unilever Annual Report on Form 20-F 2020 | 41 |
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 Group reconciliation of operating profit to underlying operating profit is as follows:
million
2020 |
million
2019 |
million
2018 |
||||||||||
Operating profit | 8,303 | 8,708 | 12,639 | |||||||||
Non-underlying items within operating profit (see note 3) | 1,064 | 1,239 | (3,176 | ) | ||||||||
Underlying operating profit | 9,367 | 9,947 | 9,463 | |||||||||
Turnover | 50,724 | 51,980 | 50,982 | |||||||||
Operating margin | 16.4 | % | 16.8 | % | 24.8 | % | ||||||
Underlying operating margin | 18.5 | % | 19.1 | % | 18.6 | % |
Further details of non-underlying items can be found in note 3 on page 121 of the consolidated financial statements.
Refer to note 2 on page 119 for the reconciliation of operating profit to underlying operating profit by Division. For each Division operating margin is computed as operating profit divided by turnover and underlying operating margin is computed as underlying operating profit divided by turnover.
Underlying earnings per share
Underlying earnings per share (underlying EPS) is calculated as underlying profit attributable to shareholders equity divided by the diluted average number of ordinary shares. 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 for reconciliation of net profit attributable to shareholders equity to underlying profit attributable to shareholders equity.
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.
This is shown in the table:
million
2020 |
million
2019 |
|||||||
Taxation | 1,923 | 2,263 | ||||||
Tax impact of: | ||||||||
Non-underlying items within operating profit(a) |
272 | 309 | ||||||
Non-underlying items not in operating profit but within net
|
(146 | ) | (196 | ) | ||||
Taxation before tax impact of non-underlying | 2,049 | 2,376 | ||||||
Profit before taxation | 7,996 | 8,289 | ||||||
Non-underlying items within operating profit before tax(a) |
1,064 | 1,239 | ||||||
Non-underlying items not in operating profit but within net profit before tax(b) |
36 | (32 | ) | |||||
Share of net (profit)/loss of joint ventures and associates |
(175 | ) | (176 | ) | ||||
Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates | 8,921 | 9,320 | ||||||
Underlying effective tax rate | 23.0 | % | 25.5 | % |
(a) |
Refer to note 3 for further details on these items. |
(b) |
2019 excludes 3 million gain on disposal of spreads business by the joint venture in Portugal which is included in the share of net profit/(loss) of joint ventures and associates line. Including the gain, total non-underlying items not in operating profit but within net profit before tax in 2019 was 35 million. See note 3. |
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 price growth in excess of 26% per year in hyperinflationary economies divided by the diluted average number of ordinary share units. This measure reflects the underlying earnings for each ordinary 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
2020 |
million
2019 |
|||||||
Underlying profit attributable to shareholders equity(a) | 6,532 | 6,688 | ||||||
Impact of translation from current to constant exchange rates and translational hedges | 472 | 2 | ||||||
Impact of price growth in excess of 26% per year in hyperinflationary economies(b) | (31 | ) | - | |||||
Constant underlying earnings attributable to shareholders equity | 6,973 | 6,690 | ||||||
Diluted average number of share units (millions of units) | 2,629.8 | 2,626.7 | ||||||
Constant underlying EPS () | 2.65 | 2.55 |
(a) |
See note 7. |
(b) |
See pages 39 and 40 for further details. |
42 | Unilever Annual Report on Form 20-F 2020 |
Financial review continued
Free cash flow
Free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditure and net interest payments. 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 cash flow from operating activities to FCF is as follows:
million
2020 |
million
2019 |
million
2018 |
||||||||||
Cash flow from operating activities | 10,933 | 10,641 | 9,612 | |||||||||
Income tax paid | (1,875 | ) | (2,532 | ) | (2,294 | ) | ||||||
Net capital expenditure | (932 | ) | (1,429 | ) | (1,424 | ) | ||||||
Net interest payments | (455 | ) | (548 | ) | (461 | ) | ||||||
Free cash flow | 7,671 | 6,132 | 5,433 | |||||||||
Net cash flow (used in)/from investing activities | (1,481 | ) | (2,237 | ) | 4,644 | |||||||
Net cash flow (used in)/from financing activities | (5,804 | ) | (4,667 | ) | (12,113 | ) |
Net debt
Net debt is a measure that provides valuable additional information on the summary presentation of the Groups net financial liabilities and is a measure in common use elsewhere.
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, and non-current financial asset derivatives that relate to financial liabilities.
million
2020 |
million
2019 |
|||||||
Total financial liabilities | (27,305 | ) | (28,257 | ) | ||||
Current financial liabilities | (4,461 | ) | (4,691 | ) | ||||
Non-current financial liabilities | (22,844 | ) | (23,566 | ) | ||||
Cash and cash equivalents as per balance sheet | 5,548 | 4,185 | ||||||
Cash and cash equivalents as per cash flow statement | 5,475 | 4,116 | ||||||
Add bank overdrafts deducted therein | 73 | 69 | ||||||
Other current financial assets | 808 | 907 | ||||||
Non-current financial assets derivatives that relate to financial liabilities | 21 | 114 | ||||||
Net debt | (20,928 | ) | (23,051 | ) |
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
2020 |
million
2019 |
|||||||
Operating profit | 8,303 | 8,708 | ||||||
Non-underlying items within operating profit (see note 3) | 1,064 | 1,239 | ||||||
Underlying operating profit before tax | 9,367 | 9,947 | ||||||
Tax on underlying operating profit(a) | (2,154 | ) | (2,536 | ) | ||||
Underlying operating profit after tax | 7,213 | 7,411 | ||||||
Goodwill | 18,942 | 18,067 | ||||||
Intangible assets | 15,999 | 12,962 | ||||||
Property, plant and equipment | 10,558 | 12,062 | ||||||
Net assets held for sale | 27 | 81 | ||||||
Inventories | 4,462 | 4,164 | ||||||
Trade and other current receivables | 4,939 | 6,695 | ||||||
Trade payables and other current liabilities | (14,132 | ) | (14,768 | ) | ||||
Period-end invested capital | 40,795 | 39,263 | ||||||
Average invested capital for the period | 40,029 | 38,639 | ||||||
Return on average invested capital | 18.0 | % | 19.2 | % |
(a) |
Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 23.0% (2019: 25.5%) which is shown on page 41. |
Unilever Annual Report on Form 20-F 2020 | 43 |
Return on assets
Return on assets is a measure of the return generated on assets for each division. This measure provides additional insight on the performance of the divisions and assists in formulating long-term strategies with respect to allocation of capital across divisions. Division return on assets is calculated as underlying operating profit after tax for the division 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 division. The annual average is computed by adding the amounts at the beginning and the end of the calendar year and dividing by two.
2020 |
million
Beauty & Personal Care |
million
Foods & Refreshment |
million
Care |
million
Total |
||||||||||||
Underlying operating profit before tax | 4,591 | 3,257 | 1,519 | 9,367 | ||||||||||||
Tax on underlying operating profit | (1,057 | ) | (748 | ) | (349 | ) | (2,154 | ) | ||||||||
Underlying operating profit after tax | 3,534 | 2,509 | 1,170 | 7,213 | ||||||||||||
Property plant and equipment | 3,763 | 4,895 | 1,900 | 10,558 | ||||||||||||
Net assets held for sale | 2 | 10 | 15 | 27 | ||||||||||||
Inventories | 1,817 | 1,894 | 751 | 4,462 | ||||||||||||
Trade and other receivables | 2,057 | 1,864 | 1,018 | 4,939 | ||||||||||||
Trade payables and other current liabilities | (5,649 | ) | (5,428 | ) | (3,055 | ) | (14,132 | ) | ||||||||
Period end assets (net) | 1,990 | 3,235 | 629 | 5,854 | ||||||||||||
Average assets for the period (net) | 2,523 | 3,614 | 906 | 7,043 | ||||||||||||
Division return on assets | 140 | % | 69 | % | 129 | % | 102 | % | ||||||||
2019 | ||||||||||||||||
Underlying operating profit before tax | 4,960 | 3,382 | 1,605 | 9,947 | ||||||||||||
Tax on underlying operating profit | (1,265 | ) | (862 | ) | (409 | ) | (2,536 | ) | ||||||||
Underlying operating profit after tax | 3,695 | 2,520 | 1,196 | 7,411 | ||||||||||||
Property plant and equipment | 4,382 | 5,336 | 2,344 | 12,062 | ||||||||||||
Net assets held for sale | 5 | 63 | 10 | 78 | ||||||||||||
Inventories | 1,793 | 1,698 | 673 | 4,164 | ||||||||||||
Trade and other receivables | 2,817 | 2,484 | 1,394 | 6,695 | ||||||||||||
Trade payables and other current liabilities | (5,941 | ) | (5,588 | ) | (3,239 | ) | (14,768 | ) | ||||||||
Period end assets (net) | 3,056 | 3,993 | 1,182 | 8,231 | ||||||||||||
Average assets for the period (net) | 2,985 | 4,146 | 1,204 | 8,335 | ||||||||||||
Division return on assets | 124 | % | 61 | % | 99 | % | 89 | % |
Other information
Accounting standards and critical accounting policies
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 accounting policies are consistent with those applied in 2019 except for the recent accounting developments as set out in note 1 on pages 116 to 118. The critical accounting estimates and judgements and those that are most significant in connection with our financial reporting are set out in note 1 on pages 116 to 118.
Auditors report
The Report of Independent Registered Public Accounting Firm issued by KPMG LLP on the consolidated results of the Group, as set out in the financial statements, was unqualified and contained no exceptions or emphasis of matter. For more details see pages 105 to 111.
2019 financial review
The financial review for the year ended 31 December 2019 can be found on pages 24 to 32 of our Annual Report and Accounts on Form 20-F filed with the United States Securities and Exchange Commission on 9 March 2020.
44 | Unilever Annual Report on Form 20-F 2020 |
Our risk appetite and approach to risk management
Risk management is integral to Unilevers strategy and to the achievement of Unilevers long-term goals. Our success as an organisation depends on our ability to identify and exploit the opportunities generated by our business and the markets we are in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board agenda, which is where we believe it should be.
Unilevers appetite for risk is driven by the following:
◾ | Our growth should be consistent, competitive, profitable and responsible. |
◾ | Our actions on issues such as plastic and climate change must reflect their urgency, and not be constrained by the uncertainty of potential impacts. |
◾ | Our behaviours must be in line with our Code of Business Principles and Code Policies. |
◾ | Our ambition to continuously improve our operational efficiency and effectiveness. |
◾ | Our aim to maintain a single A credit rating on a long-term basis. |
Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated, and all information that may be required to be disclosed is reported to Unilevers senior management including, where appropriate, the CEO and CFO.
Our overall risk appetite and approach to risk management has not changed as a result of the Covid-19 pandemic. However, the Covid-19 pandemic has increased the potential impact and likelihood of certain of our principal risks, see pages 46 to 50 for further details.
Organisation
The Board has overall accountability for the management of risk and for reviewing the effectiveness of Unilevers risk management and internal control systems. The Board has 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 reviews and risk mitigation. This is supported by the ULE, which takes active responsibility for focusing on the principal areas of risk to Unilever. The Board regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks that Unilever is prepared to take to achieve its strategic objectives.
Foundation and principles
Unilevers approach to doing business is framed by our Purpose and values (see pages 10 and 11). 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 rests with senior management across divisions, 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 underpins the Code of Business Principles and sets out the non-negotiable standards of behaviour expected from all our employees.
For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating that risk. Unilevers functional standards define mandatory requirements across a range of specialist areas such as health and safety, accounting and reporting and financial risk management and are key controls in mitigating these risks.
Our assessment of risk considers both short-and long-term risks, including how these risks are changing, together with emerging risk areas. These are reviewed on an ongoing basis, and formally by senior management and the Board at least once a year.
Given the significant change in the operating environment as a result of Covid-19 and to ensure the implications on our principal risks were clearly understood and the appropriate mitigation plans were put in place, an additional formal review of our risks was undertaken by senior management and the Board this year.
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.
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 Board an objective and independent review of the effectiveness of risk management and internal control systems throughout Unilever.
Board assessment of compliance with the risk management frameworks
The Board, 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. Since March 2020 these have all taken into consideration the impact of Covid-19 on the risks and decisions being undertaken.
The Board, 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 Board.
Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 70 to 71.
Further statements on compliance with the specific risk management and control requirements in the UK Corporate Governance Code and the US Securities Exchange Act (1934) and the Sarbanes-Oxley (2002) Act can be found on page 69.
Unilever Annual Report on Form 20-F 2020 | 45 |
Viability statement
The Directors have reviewed the long-term prospects of the Group in order to assess its viability. This review incorporated the activities and key risks of the Group together with the factors likely to affect the Groups future development, performance, financial position, cash flows, liquidity position and borrowing facilities as described on pages 1 to 43. These factors have also been carefully assessed in light of the Covid-19 pandemic. In addition, we describe in notes 15 to 18 on pages 143 to 160 the Groups objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposures to credit and liquidity risk.
Assessment
In order to report on the long-term viability of the Group, the Directors reviewed the overall funding capacity and headroom available to withstand severe events and carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. This assessment also included reviewing and understanding the mitigation factors in respect of each principal risk. The potential financial impact of the Covid-19 pandemic on both our overall funding capacity and our principal risks has also been considered given the wide range of potential outcomes. The risks are summarised on pages 46 to 50.
The viability assessment has three parts:
◾ | First, the Directors considered the period over which they have a reasonable expectation that the Group will continue to operate and meet its liabilities; |
◾ | Second, they considered the current debt facilities and debt head room over the viability period, assuming that any debt maturing can be re-financed at commercially acceptable terms; and |
◾ | Third, they considered the potential impact of severe but plausible scenarios over this period which included the potential ramifications that Covid-19 could have across the different areas of the Group, 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; a major IT data breach, reputational damage from not progressing against our plastic packaging commitments, and the lost cost and growth opportunities from not keeping up with technological changes; |
◾ | assessing extreme scenarios that could arise specifically from the significant impact of Covid-19 on the macro economic conditions in which the Group is operating for an extended period of time, for example the collapse of the Groups out-of-home business; and |
◾ | assessing scenarios that involve more than one principal risk, including the following multi-risk scenarios, including assumptions on how the impact of Covid-19 could exacerbate the negative consequences of more than one principal risk: |
Multi-risk scenarios modelled
|
Level of severity reviewed | Link to principal risk | ||
Contamination issue with one of our products leading to lower sales of products of this brand and the temporary closure of our largest sourcing unit. | A fine equal to 1% of Group turnover was considered along with damage to our largest brand and disruption to supply chain. |
◾ Safe and high-quality products ◾ Brand preference ◾ Supply chain |
||
Major global incident affecting one or more of the Groups key locations resulting in an outage for a year in a key sourcing unit and significant water shortages in our key developing markets. | The complete loss of all of our turnover in our largest geographic market was considered along with destruction of a key sourcing unit and reduced demand for our products that require water. |
◾ Economic and political instability ◾ Supply chain ◾ Climate change |
||
Lack of progress against our plastic packaging ambitions and the loss of our three largest customers. | Significant reputational damage was considered with the impact of losing our three key customers. |
◾ Plastic packaging ◾ Brand preference ◾ Customer |
||
Collapse of the global out-of-home business as a result of Covid-19, combined with liquidity issues arising from a deterioration in the financial markets. | The complete closure of our foods and ice cream out of home business combined with the withdrawal of our standby facility. |
◾ Treasury and tax ◾ Economic and political instability |
Findings
◾ | Firstly, a three-year period is considered appropriate for this viability assessment because it is the period covered by the strategic plan and it enables a high level of confidence in assessing viability, even in extreme adverse events, due to a number of factors such as: |
◾ | the Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world; |
◾ | high cash generation by the Groups operations and access to the external debt markets; |
◾ | flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a two to three year horizon; and |
◾ | the Groups diverse product and geographical activities which are impacted by continuously evolving technology and innovation. |
◾ | Secondly, the Groups debt headroom and funding profile has been assessed and further challenged in light of expected impacts of Covid-19. None of the future outlooks considered resulted in significant liquidity headroom issues, primarily because: |
◾ | the Group has a healthy balance of short-term and long-term debt programmes, with repayment profiles ensuring short-term commercial paper maturities do not exceed 0.5 billion in any given week and long-term debt maturities do not exceed 4 billion in any given year; and |
◾ | the Group has $7.965 billion of committed credit facilities with a maturity of 364 days which are used as back up for our commercial paper programmes. |
◾ | Thirdly, for each of our 14 principal risks, worst case plausible scenarios have been assessed together with multiple-risk scenarios. None of the scenarios reviewed, which have been adjusted for the expected long-term economic downturn arising from the impact of Covid-19, either individually or in aggregate would cause Unilever to cease to be viable. |
Conclusion
On the basis described above, the Directors have 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 of their assessment.
46 | Unilever Annual Report on Form 20-F 2020 |
Our risks continued
Principal risk factors
Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most relevant to our business. These are the risks that we see as most material to Unilevers business and performance at this time. There may be other risks that could emerge in the future. Our principal risks include risks that could impact our business in the short-term (i.e. the next two years), medium term (i.e. the next three to ten years) or over the longer term (i.e. beyond ten years).
Our principal risks have not changed this year. Albeit the Covid-19 pandemic has increased the potential impact and likelihood of certain of these risks. We identified the following areas as the ones with the most impact on our risk profile:
◾ | The safety of those who continue to operate in our workplaces as well as the mental and physical wellbeing of employees facing an extended period of working from home continues to be of paramount importance; |
◾ | Continuity of supply: maintaining manufacturing operations whilst adhering to changing local regulations and meeting enhanced health and safety standards has proven possible but has required significant management. In addition, ensuring the operation of a global logistics network for both input materials and finished goods has presented challenges and requires continuous focus and flexibility; |
◾ | Product relevance: we have seen significant shifts in demand across different product categories and increased volatility in demand as consumer behaviour changes as the pandemic evolves. Further changes are likely as we enter a global recession; |
Channel capabilities: social distancing requirements and the restrictions on many individuals movements has driven a rapid increase in on online shopping and thus we are having to develop our capabilities in this area rapidly; and
◾ | IT availability, capability and resilience: given the change in ways of working there is an increased reliance on our systems thus keeping the IT infrastructure operating effectively and having the ability to resolve issues remotely is critical. This is particularly complex given our reliance on a variety of third parties in this space. |
As Covid-19 has rather overshadowed the external environment this year we have not identified any other factors that have had a significant impact on the level of risk associated with each of our principal risks. However, while Covid-19 has significantly impacted the business this year, it also has the characteristics of an emerging risk and it is difficult for us to predict how things will unfold in 2021, both with respect to the short and long-term implications for our business.
If the circumstances in these risks occur or are not successfully mitigated, 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.
Risk
|
Risk description
|
Level of risk
|
||||
Brand preference | Our 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. |
Increase |
||||
Consumer tastes, preferences and behaviours are changing more rapidly than ever before. We see a growing trend for consumers preferring brands which both meet their functional needs and have an explicit social purpose. |
||||||
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. | ||||||
The Covid-19 pandemic has driven significant changes in consumer habits and demand which is requiring a continuing and rapid evolution of our brands.
|
||||||
Portfolio management | Unilevers strategic investment choices will affect the long-term growth and profits of our business. |
No change |
||||
Unilevers growth and profitability are determined by our portfolio of divisions, 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.
|
Unilever Annual Report on Form 20-F 2020 | 47 |
Risk
|
Risk description
|
Level of risk
|
||||
Climate change | Climate change and governmental actions to reduce such changes may disrupt our operations and/or reduce consumer demand for our products. |
No change |
||||
Climate change is occurring around the world which may impact our business in various ways. It could lead to water shortages which would reduce demand for those of our products that require a significant amount of water during consumer use. It 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.
|
||||||
Plastic packaging | We use a significant amount of plastic to package our products. A reduction in the amount of virgin plastic we use, the use of recycled plastic and an increase in the recyclability of our packaging are critical to our future success. |
No change |
||||
Both consumer and customer responses to the environmental impact of plastic waste and emerging regulation by governments to tax or ban the use of certain plastics requires us to find solutions to reduce the amount of plastic we use; increase recycling post-consumer use; and to source recycled plastic for use in our packaging. We are also dependent on the work of our industry partners to create and improve recycling infrastructures throughout the world. |
||||||
Not only is there a risk around finding appropriate replacement materials, due to high demand the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future and this could impact our business performance. We could also be exposed to higher costs as a result of taxes or fines if we are unable to comply with plastic regulations which would again impact our profitability and reputation.
|
||||||
Customer | Successful customer relationships are vital to our business and continued growth. |
Increase |
||||
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. | ||||||
The Covid-19 pandemic has driven a rapid increase in online shopping which means we need to accelerate development of eCommerce capabilities.
|
48 | Unilever Annual Report on Form 20-F 2020 |
Our risks continued
Risk
|
Risk description
|
Level of risk
|
||||
Talent | A skilled workforce and agile ways of working are essential for the continued success of our business. |
Increase |
||||
With the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment. |
||||||
Our ability to attract, develop and retain a diverse range of skilled 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. | ||||||
The wellbeing of our employees is vital to the success of our business. Covid-19 has had a significant impact on their wellbeing, therefore helping our employees manage the impact of Covid-19 on their lives and their ability to work effectively requires continued focus.
|
||||||
Supply chain | Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers. |
Increase |
||||
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents, trade restrictions or disruptions at a key supplier, which could impact our ability to deliver orders to our customers. |
||||||
Covid-19 is an adverse event that has challenged and continues to challenge the continuity of our supply chain. Maintaining manufacturing and logistics operations whilst adhering to changing local regulations and meeting enhanced health and safety standards requires continued focus and flexibility. | ||||||
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. |
No change |
||||
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. |
||||||
Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Therefore on-pack labelling needs to provide clear and accurate ingredient information in order that consumers can make informed decisions regarding the products they buy.
|
Unilever Annual Report on Form 20-F 2020 | 49 |
Risk
|
Risk description
|
Level of risk
|
||||
Systems and information | Unilevers operations are increasingly dependent on IT systems and the management of information. |
Increase |
||||
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. |
||||||
In addition, 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 to ensure data privacy. | ||||||
Given the changes in ways of working of all of our employees as well as our customers and suppliers as a result of Covid-19 there has been an increased reliance on certain elements of our IT infrastructure. We are particularly reliant on third party experts in this space and thus the impact of Covid-19 on their operations also poses a risk for us.
|
||||||
Business transformation | Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities. |
No change |
||||
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. Continued digitalisation of our business models and processes together with enhancing data management capabilities is a critical part of our transformation. |
||||||
We have an extensive programme of transformation projects. 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. |
No change |
||||
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.
|
50 | Unilever Annual Report on Form 20-F 2020 |
Our risks continued
Risk
|
Risk description
|
Level of risk
|
||||
Treasury and Tax | Unilever is exposed to a variety of external financial risks in relation to Treasury and Tax. |
No change |
||||
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. | ||||||
A material shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and restrict Unilevers ability to raise funds. In times of financial crisis, there is a further risk that we may not be able to raise funds due to market liquidity. | ||||||
We are exposed to counter-party risks with banks, suppliers and customers which could result in financial losses. | ||||||
Tax is a complex and evolving area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention with the OECDs Base Erosion and Profit Shifting project, and the Digitalising Economy Project, and further potential tax reform in the EU.
|
||||||
Ethical | Unilevers brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. |
No change |
||||
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. |
||||||
A key element of our ethical approach to business is to reduce inequality and promote fairness. Our activities touch the lives of millions of people and it is our responsibility to protect their rights and help them live well. The safety of our employees and the people and communities we work with is critical. Failure to meet these high standards could result in damage to Unilevers corporate reputation and business results.
|
||||||
Legal and regulatory | Compliance with laws and regulations is an essential part of Unilevers business operations. |
No change |
||||
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, data privacy, 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.
|
Unilever Annual Report on Form 20-F 2020 | 51 |
In focus: Climate change
Climate change and the degradation of nature is a global threat to the health of the planet, peoples lives and livelihoods. It will also impact our business and supply chain.
We believe the world must reach net zero emissions by 2050 preferably much earlier to avoid the worst effects of climate change. We advocate for national climate policies that advance the Paris Agreement on Climate Change to limit global temperature increases to well below 2°C, and ideally no more than 1.5°C above pre-industrial levels.
We believe businesses have an important role to play in taking decisive action to fight climate change. We are one of the worlds largest consumer goods companies and our greenhouse gas emissions footprint is significant. Much of our footprint comes from raw material sourcing and consumer use of our products and we use our influence to reduce emissions across the value chain.
We have set ambitious science-based targets to reduce our carbon footprint and we strongly support efforts to accelerate the decarbonisation of energy grids to reduce emissions from product use.
We support the aims of the Task Force on Climate-related Financial Disclosures (TCFD) and believe that businesses should communicate the risks and opportunities that climate change brings. The TCFD provides a framework to improve the disclosure of consistent, comparable, reliable, and clear climate-related financial information so that investors can make better capital allocation decisions in support of the transition to a low-carbon economy. Unilever has adopted the TCFDs recommendations since their establishment, to aid understanding of the impacts of climate change on our business.
In this Annual Report and Accounts, we continue to integrate climate-related disclosures throughout the Strategic Report. In this section, we discuss in detail the risks and opportunities arising from climate change, the potential impact on our business, and the actions were taking to mitigate these risks.
Governance
The Board take overall accountability for the management of all risks and opportunities, including climate change (see page 44). Our CEO and Executive Board member, Alan Jope, is ultimately responsible for oversight of our climate change agenda. The Corporate Responsibility Committee and Audit Committee review our climate reporting and receive presentations from sustainability experts, including the Sustainability Advisory Council. The Board is supported by the ULE. The ULE meet monthly to discuss key strategic matters and during 2020, several agenda items related to climate change were discussed, including progress against our USLP climate goals and our new Compass climate goals.
Additional specialist governance groups are in place to support our climate agenda and ULE decision making, including:
◾ | Carbon Neutral Board: Drives delivery of our carbon ambition at corporate and country level and leads strategic partnerships and policy on renewables. Chaired by our Chief Supply Chain Officer, Marc Engel. |
◾ | Sustainable Sourcing Steering Group: Supports our strategy focusing on long-term, sustainable access to our key crops. Chaired by our Chief Procurement Officer, David Ingram. |
Remuneration linked to achievement of sustainability and climate change targets is a key part of our reward framework. For management employees up to and including the ULE reward packages include fixed pay, a bonus as a percentage of fixed pay and eligibility to participate in a long-term management co-investment plan (MCIP) linked to financial and sustainability performance. The Sustainability Progress Index accounts for 25% of the total MCIP award. It includes amongst others consideration of progress against our manufacturing Scope 1 and 2 greenhouse gas target and a deforestation goal covering palm oil. Subject to shareholder approval at the 2021 AGM the MCIP will be replaced by a Performance Share Plan (PSP) and the performance measures for the PSP will continue to include the Sustainability Progress Index. See pages 92 to 93 for more on MCIP including the role of the Boards Compensation Committee and Corporate Responsibility Committee in determining the Sustainability Progress Index outcome each year and changes related to the PSP.
Strategy and risk management
Climate change is a principal risk to Unilever which has the potential to varying degrees to impact our business in the short, medium and long term. We face potential physical risks from the effects of climate change on our business, including extreme weather and water scarcity. Potential transition risks associated with the shift to a low-carbon economy include changing consumer preferences and future policy and regulation. These also present opportunities.
More detail on these risks, opportunities and the mitigating actions were taking is discussed on pages 55 to 56.
The process for assessing and identifying climate-related risks is the same for all principal risks and is described on page 44. For each of our principal risks we have a risk management framework detailing the controls we have in place, who is responsible for managing both the overall risk and the individual controls mitigating it. We monitor risks throughout the year to identify changes in the risk profile.
We regularly carry out climate-related risk assessments at site level, supplier level, as well as innovation-project level. Climate-related risks are managed by the team relevant to where the risk resides. For example, climate risks in relation to commodities in the supply chain are managed by our procurement team.
We believe that the economy-wide shift to net zero emissions will require a greater and deeper level of engagement between companies and their investors about their climate transition action plans. In December 2020, the Board announced its intention to put Unilevers climate transition action plan before shareholders and seek a non-binding advisory vote on our ambitious emissions reduction targets and the plans to achieve them. The plan will set out our climate strategy to reduce emissions within our operations, through our value chain, as well as describe how we are managing risks and meeting consumer needs connected with climate change. In setting out our action plan in this very transparent way, we hope to increase our accountability and strengthen the dialogue with our shareholders whilst also encouraging other companies to follow suit.
52 | Unilever Annual Report on Form 20-F 2020 |
Sustainability deep-dives continued
Understanding financial impact: scenario analysis
Scenario analysis helps us to understand the potential impact of climate change on our business in 2030 to inform our strategy and financial planning. We used two types of scenario analysis:
1. |
Modelling the potential financial impact of average global temperature increases of 2°C and 4°C on our business in 2030. |
2. |
Deep-dive analysis of the potential financial impact of climate change on three of our key agricultural commodities: soy, black tea and palm oil. |
We plan to extend our scenario analysis to assess the impact of 1.5°C temperature increases to reflect the latest science and our commitment to limit global temperature increases, to well below 2°C and ideally no more than 1.5°C above pre-industrial levels.
1. Modelling the potential financial impact of 2°C and 4°C temperature increases on our business
We have made a high-level assessment of the impact of 2°C and 4°C temperature increases due to climate change by 2100. Carried out in 2017, the assessment focused on the material impacts on our business in the year 2030. The modelling assumed that our business activities are the same as they are today. The scenarios were based on existing internal and external data.
While we understand that policy risk and physical impact can happen simultaneously, we made the following simplifying assumptions:
◾ | In the 2°C scenario, we assumed that in the period to 2030 society acts rapidly to limit greenhouse gas emissions and puts in place measures to restrain deforestation and discourage emissions (for example implementing carbon pricing at $75-$100 per tonne, taken from the International Energy Agencys 450 scenario). We have assumed that there will be no significant impact to our business from the physical ramifications of climate change by 2030 i.e. from greater scarcity of water or increased impact of severe weather events. The scenario assesses the impact on our business from regulatory changes. |
◾ | In the 4°C scenario, we assumed climate policy is less ambitious and emissions remain high so the physical manifestations of climate change are increasingly apparent by 2030. Given this we have not included impacts from regulatory restrictions but focus on those resulting from the physical impacts. |
We identified the material impacts on Unilevers business arising from each of these scenarios based on existing internal and external data. The impacts were assessed without considering any actions that Unilever might take to mitigate or adapt to the adverse impacts or to introduce new products which might offer new sources of revenue as consumers adjust to the new circumstances.
The main elements of the 2°C scenario are 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 e.g. Climate Smart Agriculture, puts pressure on agricultural production, raising the price of certain raw materials. |
The main impacts of the 4°C scenario are 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 in the scenarios tested are relatively small.
Unilever Annual Report on Form 20-F 2020 | 53 |
2. Deep-dive analysis of the potential financial impact of climate change on key agricultural commodities
To help us understand the potential impact of climate change on our supply chain, weve completed more detailed analysis on three of our key agricultural commodities: palm oil, soybean oil and black tea. We selected these commodities because of their strategic importance to Unilever, the large volumes we purchase and the availability of data.
We first piloted a methodology for soybean oil in 2018 and since 2019 weve worked with the Potsdam Institute for Climate Impact Research to develop models for black tea and palm oil. Our methodology forecasts future yields using crop-specific and climate models. The price model uses a range of supply and demand drivers to determine the impact of changes in yield from direct risks of climate change, isolating other factors such as acreage and technology on price. Three modelling steps were performed:
◾ | Yield estimation: We analysed multiple crop and climate models to provide a forecast range of expected yields in key growing regions. |
◾ | Price relationship: An econometric model was developed, based on an analysis of the raw materials market and historical trends, to estimate the impact of climate-induced yield changes on future prices. The model seeks to isolate the impact of yield changes on prices from other important factors such as acreage, farming technology, extreme weather events and man-made factors such as elections and governmental policy. |
◾ | Impact estimation: Future yields and price impacts were then translated into an estimated financial exposure from climate change for our business, using our forecast procurement volumes. |
While the 2°C and 4°C scenarios discussed above identified financial risks to our supply chain, when we looked into these specific commodities in more detail we found that overall, the direct financial impact on our business is low. This is because the high level 2°C and 4°C scenario analysis and the commodity-specific deep-dive analyses are modelling different conditions and the results cannot be directly compared. For the commodities and sourcing countries we modelled, climate change could increase crop growth due to CO2 fertilisation and extended growing seasons, offsetting any downside risks from changing rainfall or temperature patterns.
However, we do face higher risks in some specific scenarios modelled for black tea. In two of four countries modelled we found yields could decrease and prices increase, although overall the results for black tea showed yield increases so our total risk exposure remains low. We also face indirect risks relating to climate change which were not included in the modelling. These include the impacts of extreme weather events and external policy changes. We also face price disruption, reputational risks and land-use policy changes associated with deforestation. We considered these indirect impacts alongside the quantitative modelling and discuss results in more detail below.
Palm oil
We are one of the largest buyers of palm oil in the consumer goods industry. Its an important raw material for many of our brands, including in food, beauty and household cleaning products.
What we modelled: We worked with Potsdam Institute for Climate Impact Research to develop suitable climate models for palm oil. We modelled yields for Indonesia and Malaysia, where most palm oil is produced, along with four other countries. The palm oil market operates globally so we used a single price model. The market is characterised by high monthly inventory levels (creating relatively stable prices), substitution with other oils such as sunflower oil, and government regulations on biodiesel. The price model controlled for these factors and isolated the effect of changes in yield from the direct impacts of climate change on prices.
Impact on yields: Likely increase in palm oil yields due to CO2 fertilisation in all countries modelled over the 2030 to 2050 timeframe, leading to between 18% and 42% lower palm oil prices.
Risk profile: Low direct financial risk to our business.
Key risks: Potential indirect risks from extreme weather events, which cant yet be sufficiently modelled. More palm oil acreage will be needed to meet demand, but concerns about deforestation could lead to changing regulations on land use that could limit growth and impact prices. For example, in Malaysia and Indonesia, the total land available for palm oil plantations is being capped or new plantation licenses have been halted. Despite the potential financial
impact to Unilever from deforestation regulation, we support policies that tackle deforestation associated with palm oil.
We also face significant corporate reputational risks associated with deforestation. Therefore, avoiding deforestation is essential to improving the sustainability and image of palm oil and land-use restrictions are a positive development. Palm oil could also become increasingly attractive compared to alternative oils because it produces the most oil per hectare, which could further stimulate demand and affect prices.
Mitigating actions: We are committed to ending deforestation in our supply chain by 2023 and we have been at the forefront of driving industry-wide change to ensure a sustainable future for palm oil, including as a founding member of the Roundtable on Sustainable Palm Oil (RSPO). We were the first consumer goods company to publish a list of palm oil suppliers and mills and we expect all our suppliers to follow our Sustainable Palm Oil Sourcing Policy. This includes commitments to No deforestation, No development on peat and No exploitation.
We are working with suppliers to increase traceability and transparency, including through using AI and technology solutions. For instance, were working with Orbital Insight, a US technology company that specialises in using GPS technology to trace palm and soy used in our products back to the farmland it was grown on (see page 27). We also help smallholder farmers be more productive and adopt more sustainable techniques, supporting them with high-quality palm varieties, technology, finance and training.
54 | Unilever Annual Report on Form 20-F 2020 |
Sustainability deep-dives continued
Soybean oil
Soybean oil is a crucial ingredient in many of our food products, such as mayonnaise, and we purchase large volumes mostly from growers in the US and Brazil, where there is significant stakeholder interest in the sustainability of the crop. Good historical price data is also readily available.
What we modelled: We forecast future yields using crop and climate models. To estimate the impact of climate-induced yield changes on future soybean oil prices, we considered the role of co-products (e.g. soybean meal), the potential to substitute it with other oils such as sunflower oil, and the impact of industrial uses.
Impact on yields: Likely average increase in soy yields over the 2030 to 2050 timeframe, leading to between 2% and 12% lower soy prices.
Risk profile: Low direct financial risk to our business.
Key risks: Potential indirect risks such as extreme weather events, which cant yet be sufficiently modelled, and corporate reputational risks from being associated with deforestation. More soybean oil acreage will be needed to
meet demand for soy meal use in animal feed, but concerns about deforestation could lead to changing regulations on land-use that could limit growth and impact prices. Despite the potential financial impact to Unilever from deforestation regulation, we support policies that tackle deforestation associated with soybean oil.
Mitigating actions: We are committed to ending deforestation in our supply chain by 2023. As a founding member of the Round Table on Responsible Soy (RTRS) we have worked with NGOs, governments and suppliers to develop an international standard and enable farmers to improve their practices and gain sustainable sourcing accreditation.
We are transparent about where we purchase soy from and publish a list of our direct suppliers. In the US our work with the Field to Market alliance and Practical Farmers of Iowa supports farmers to improve soil health and water quality. In Latin America weve been part of long-term collaborative efforts to improve the sustainability of soy cultivation. Were also increasing our use of AI and technology solutions to improve traceability.
Black tea
We are the worlds biggest tea company and buy around 10% of the worlds black tea. We source tea from our own tea estates, our suppliers, or from smallholder farmers across four continents.
What we modelled: We worked with the Potsdam Institute for Climate Impact Research to forecast future tea yields using crop and climate models. We similarly isolated the impact of climate-induced yield changes on prices from other important factors such as acreage, farming technology, tea quality, extreme weather events and man-made factors such as elections, unrest and governmental policy. The black tea market is highly fragmented and lacks liquidity so we modelled risks in four key sourcing countries: Argentina, India, Kenya and Turkey.
Impact on yields: Varies between countries but on average, overall yields are expected to increase. Reduced yields are a particular risk in 2030 in a 2°C scenario in Kenya and in 2050 in a 4°C scenario in Argentina. Associated average price reductions are expected in most scenarios over a 30-year horizon.
Risk profile: Some exposure to risk due to lower yields in Kenya and Argentina in some scenarios. However overall, there is a low direct financial risk to our black tea business from climate change across all four countries modelled.
Key risks: Small potential price rises in Kenya and Argentina.
In Kenya there is a risk of plateauing yields if additional acreage is not available due to government or land-use change policies in the 2°C scenario. In India, the declining quality of black tea could be a bigger risk to prices than yields, driven by water scarcity and temperature stress in both 2°C and 4°C scenarios. Extreme weather events and man-made factors (such as elections or public unrest) could also have a bigger but very unpredictable impact on prices and production than the direct impacts of climate change. Lack of appropriate substitutions for black tea also increases the risk profile.
Mitigating actions: Since 2014, weve developed diverse natural tea varieties that are more resilient to the impacts of climate change such as drought, as well as pests and disease. Our long-standing partnership with the Rainforest Alliance supports smallholder farmers to improve sustainable practices in Kenya and were working with The Sustainable Trade Initiative (IDH) to reverse deforestation and improve rainfall to support tea growing. In India, we are a founding member of trustea, supporting sustainable practices across the countrys tea estates. Together with Oxfam and the Ford Foundation, we created the Enhancing Livelihoods Fund (ELF), which aims to enhance the livelihoods of smallholders while securing ingredients sustainably. Our ELF programme in Kenya supports 200 women tea farmers with access to finance, skills and training to cultivate drought-resistant tea crops.
Unilever Annual Report on Form 20-F 2020 | 55 |
Managing climate change risks and opportunities
The modelling scenarios presented above are useful to understand the potential financial impacts of climate change on our business, but there are limitations. Climate change impacts are systemic and unpredictable. Scenario analysis requires us to pick specific factors and model them using fixed assumptions.
However, there are many wider potential impacts including opportunities that we cant capture from one type of modelling. For instance, we considered the impact of extreme weather in our 2°C and 4°C scenarios, but we did not quantify this in detail due to how unpredictable extreme weather events are. For this reason, we also look more broadly at possible physical and transition risks and opportunities to our business from climate change. In this section, we discuss the actions were taking to mitigate these.
Physical: extreme weather
Risks and opportunities: Our business depends on purchasing materials, efficient and uninterrupted manufacturing and the timely distribution of products to our customers. Our operating costs and commodity prices could be disrupted by increased frequency of extreme weather events and changes to weather systems. Our operations and assets could be physically damaged by extreme weather events, including damage or loss to our owned property or inventory of products. There are opportunities to adapt our operations and assets to be more resilient to extreme weather.
Actions were taking: While the frequency and extent of extreme weather is hard to predict, we monitor changing weather patterns on a short-term basis and take action to mitigate any negative effects. We have contingency plans to secure alternative key material supplies at short notice, to transfer or share production between manufacturing sites and to substitute materials in products and recipes if needed. We manage commodity price risks through forward-buying of traded commodities and other hedging mechanisms. We integrate weather system modelling into our forecasting process. Our Regenerative Agriculture Principles and Sustainable Agriculture Code promote the principles of Climate-Smart Agriculture to our suppliers and encourage practices to sustainably increase their productivity and resilience to extreme weather.
Physical: water stress
Risks and opportunities: Household water scarcity, exacerbated by population growth and urbanisation is a physical risk to our business. Consumers may reduce use of certain products such as laundry detergents, shampoos, conditioners and toilet cleaners if they dont have access to water. Reduced water quality could also impact our products efficacy and consumers enjoyment. We investigated the effects of water stress on our sales in the global scenario analysis and while we found the overall impact by 2030 is not significant, we could face greater short-term impacts in specific communities. We can pursue opportunities to develop new water-smart products and increase our market share among consumers concerned about water use or facing local water shortages.
Actions were taking: Were investing in new products and formulations that work with less water, poor quality water or no water, with a particular focus on household cleaning, skin cleansing, oral and hair care. Many of our Beauty & Personal Care and Home Care products now have fast-rinse technology as standard, using less water or low-temperature washing. We recently committed to expand our water stewardship programme to 100 locations in water-stressed areas by 2030 (see page 30).
Transition: changing consumer preferences
Risks and opportunities: Our growth and profitability depend on our ability to pre-empt or respond to changing consumer preferences. Public concern about climate change is higher than ever and consumers are increasingly choosing more sustainable brands. Consumers in a number of markets are increasingly adopting plant-based diets which have a lower GHG footprint than meat-based diets. Animal-based agriculture (including fats and protein) is associated with only around 7.5% of our Foods & Refreshment GHG footprint, and 2.5% of our total GHG footprint. Were capturing opportunities to develop new products and grow our consumer base by appealing to eco-conscious consumers.
Actions were taking: Were developing lower carbon footprint products. Weve spent years developing concentrated laundry detergents that fit more washes into smaller bottles, reducing packaging, manufacturing and transport emissions. Our Home Care divisions Clean Future programme aims to eliminate fossil fuels from cleaning products by 2030. By embedding circular economy principles into both packaging and product formulations, were shifting from using fossil-fuel derived feedstocks to renewable or recycled sources of carbon for cleaning chemicals. Our Foods & Refreshment brands offer a range of vegan and vegetarian variants and continue to actively promote vegetarian and vegan recipes (see page 22). A recent FAIRR report identified Unilever as a pioneer in developing alternatives to meat.
In recent years, our M&A strategy has been to acquire new businesses which serve specific consumer segments, such as sustainability-conscious consumers. A number of these, including Pukka Herbs, Seventh Generation and OLLY Nutrition, are recognised as B Corps meaning they have met stringent environmental and social criteria as laid out in the B Corp impact assessment. Existing brands such as our T2 premium tea brand have also achieved B Corp certification. Seventh Generation advocates for renewable energy and is taking action to decarbonise its own business and Pukka Herbs has its own science-based zero carbon goal. In 2020, we launched a 1 billion Climate & Nature Fund which will be used over the next ten years by our brands to take meaningful and decisive action on climate change (see page 28).
56 | Unilever Annual Report on Form 20-F 2020 |
Sustainability deep-dives continued
Transition: future policies and regulation
Risks and opportunities: Current and emerging laws and regulations could impact our financial performance as governments may take action, such as the introduction of carbon taxes which could increase both manufacturing costs and the costs of raw materials such as ingredients and packaging, or zero net deforestation policies which could increase the costs of raw materials. We are dependent on countries implementing their Paris Agreement commitments and in raising the ambition of those commitments.
Actions were taking: Our science-based climate targets are one of the ways we mitigate the risk of future policy and regulation (see right). In 2020, we launched an additional climate goal, committing to net zero emissions from all our products by 2039 from the sourcing of materials we use, up to the point of product sale.
We support the use of carbon pricing as an important tool to help us achieve our zero emissions objective. Our carbon pricing approach is a mechanism which creates a sustainable capital investment fund which is then used to fund the capital investments needed to decarbonise our operations. This has been operating since 2016 and, whilst there were some delays to the projects during 2020 due to Covid-19, we have continued to make progress in the reduction of our greenhouse gas emissions in our operations. To ensure that we remain on track to deliver our ambition of zero emissions by 2030 we are committed to continue this capital investment programme.
Over the past decade, we have worked with governments and others to drive action to end deforestation. We are committed to achieving a deforestation-free supply chain by 2023 (see page 29).
Metrics and targets
Our new Compass strategy includes stretching goals to address climate risks and opportunities across our value chain. Two of these GHG reduction targets have been recognised as science-based by the Science Based Target initiative:
◾ | Halve the greenhouse gas impact of our products across the lifecycle by 2030 (this is our full value chain goal and covers all greenhouse gas scopes and all the phases across the lifecycle of our products, including ingredients and raw materials, manufacturing, distribution, retail, packaging, consumer use and disposal, against a 2010 baseline). See page 34 for our progress and table right for our progress on Scope 3. |
◾ | Reduce Scope 1 and 2 greenhouse gas emissions by 100% from our operations by 2030 (this is our goal to achieve zero emissions in our operations by 2030 from energy and refrigerant use, against a 2015 baseline). See table right for our progress on Scope 1 and 2. |
We continuously review our GHG footprint estimations to ensure we are using the best available data and thus improve the accuracy of our GHG emissions reporting. These changes can affect both the 2010 baseline and the annual emissions that we report. In 2020 we concluded that the changes required in certain estimations were sufficiently material to require us to formally restate prior years reported changes in GHG emissions per consumer use. The impact of the new data was primarily in relation to the 2010 baseline and was due to the following factors:
1. |
A revision of our estimates about the amount of hot water used by consumers when using our products, such as shower gels, shampoos and washing up liquid. |
2. |
The inclusion of the GHG emissions from the biodegradation of fossil-fuel derived ingredients at the end of a products life in our Home Care and Beauty & Personal Care portfolio. |
3. |
Errors in the GHG emissions from certain Savoury products. |
Relative to the revised 2010 baseline (50.5g CO2e per consumer use), our restated GHG performance was:
◾ | 2018: 48.8g CO2e per consumer use, -3% versus 2010 (compared to +6% in the 2019 Annual Report and Accounts). |
◾ | 2019: 46.7g CO2e per consumer use, -8% versus 2010 (compared to +2% in the 2019 Annual Report and Accounts). |
◾ | 2020: 45.6g CO2e per consumer use, -10% versus 2010. |
While the GHG footprint results reported in this Annual Report and Accounts differ from those stated in the 2019 Annual Report and Accounts, the direction of change over the past three years remains the same.
GHG emissions by activity
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 GHG emissions are set out below. The Scope 1 and 2 GHG data below relates to emissions during the 12-month period from 1 October to 30 September. The Scope 3 data relates to emissions during the 12-month period from 1 July to 30 June. These periods are different from the Strategic Report, Directors Report and Financial Statements which are calendar year.
2020 | 2019 | 2018 | ||||||||||
Unilever operations (Scope 1 and 2)(a)(b)(c) |
||||||||||||
Total Scope 1 and 2 (tonnes CO2e)(d) | 778,677 | 1,102,925 | 1,652,057 | |||||||||
Scope 1 (tonnes CO2e)(e) | 606,771 | 659,028 | 758,232 | |||||||||
Scope 2 (tonnes CO2)(d)(f) | 171,906 | 443,897 | 893,825 | |||||||||
Reduction in Scope 1 and 2 GHG emissions from energy and refrigerant use in our operations since 2015 baseline (%) | 60 | % | 44 | % | 16 | % | ||||||
Upstream and downstream of Unilever operations (Scope 3)(g)(h) |
||||||||||||
Total Scope 3 (tonnes CO2e) | 60,388,592 | 61,020,357 | 62,017,585 | |||||||||
Consumer use (tonnes CO2e)(i) | 42,093,341 | 41,743,454 | 42,281,468 | |||||||||
Ingredients and packaging (tonnes CO2e)(i)(j) |
14,239,918 | 14,897,174 | 15,367,491 | |||||||||
Distribution and retail (tonnes CO2e)(k) |
4,055,333 | 4,379,729 | 4,368,626 |
(a) |
Since 2020 we have included HFC emissions in Scope 1 reporting, expressed as CO2 equivalents (CO2e), as well as our CO2 emissions from energy, but other GHG emissions are not included as these are considered to be immaterial. For years prior to 2020 for Scope 1 and 2, we report our CO2 emissions only but not other GHG emissions as these are considered to be immaterial compared to CO2. For Scope 3, we report our GHG emissions (e.g. CO2, CH4, N2O) in terms of CO2 equivalents. Carbon emission factors are used to convert energy used in our operations to emissions of CO2. Carbon emission factors for fuels are provided by the Intergovernmental Panel on Climate Change (IPCC). We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). |
(b) |
Our Scope 1 and 2 operations data has been recalculated to include HFC emissions in Scope 1 and Unilevers production of third-party products in Scope 1 and 2. As such, it is not comparable with the 2019 and 2018 data in our 2019 Annual Report and Accounts. Our Scope 1 and 2 reporting covers manufacturing sites for which we have operational control (owned or leased by Unilever, where Unilever personnel are running/controlling the site and the site manufactures or packs Unilever or third-party products or materials used in Unilever products), R&D centres, data centres and logistics sites which are owned or leased by Unilever or, where owned by a third-party, Unilever is a single user of the facility. Our Scope 1 and 2 reporting excludes third party manufacturing sites. |
(c) |
Emissions from our manufacturing sites (CO2) are assured by PwC. See page 34 for details of our assured GHG metrics. |
Unilever Annual Report on Form 20-F 2020 | 57 |
(d) |
We calculate our carbon emissions for grid electricity according to the market- based method. |
(e) |
Scope 1: direct GHG emissions from energy generated from fossil fuels such as gas and oil, as well as refrigerants. |
(f) |
Scope 2: indirect GHG emissions from the generation of purchased electricity and steam from a utility provider. |
(g) |
Scope 3: all other indirect GHG emissions in Unilevers value chain (upstream and downstream). |
(h) |
Our Scope 3 emissions have been recalculated to include biodegradability of organic materials. We have recalculated consumer use to also include disposal, and ingredients and packaging to also include inbound transport of raw materials. As such, it is not comparable with the 2018 and 2019 Scope 3 data in our 2019 Annual Report and Accounts. Our Scope 3 reporting covers all indirect emissions by third parties in these phases of the value chain: raw materials (primary packaging, secondary packaging, ingredients), inbound transportation of raw materials into our factories, retail, consumer use, and disposal. Our top three Scope 3 emissions amount to more than 99% of our GHG footprint across our value chain. |
(i) |
We measure the GHG footprint of our product portfolio using an LCA method compliant with the ISO 14040 standard. We measure the consumer use phase using a combination of primary habits data and on-pack recommendations of use combined with life-cycle inventory data. We measure a representative sample of products across 14 countries which account for around 60-70% of our annual sales volume. |
(j) |
We use a combination of external life-cycle inventory databases (secondary data) and supplier-specific data (primary data e.g. for surfactants, perfumes and some of our food ingredients) to measure the GHG emissions of purchased ingredients and packaging materials used in the production of our products. |
(k) |
Downstream distribution is calculated using average distances and modes of transport derived from data collected from our distribution network and logistic providers. |
Streamlined Energy and Carbon Reporting
The table below represents Unilevers energy use and associated GHG emissions from electricity and fuel in the UK (1 October to 30 September), calculated with reference to the Greenhouse Gas Protocol. The scope of this data includes eight manufacturing sites and 11 non-manufacturing sites based in the UK. In 2020, the UK accounted for 6% of our global total Scope 1 and 2 emissions as well as 6% of our global energy use, outlined in the table below.
UK operations | 2020 | 2019 | 2018(a) | |||||||||
Biogas (kWh) | 9,420,000 | 17,045,000 | 15,958,000 | |||||||||
Natural gas (kWh) | 231,832,000 | 238,081,000 | 278,849,000 | |||||||||
LPG (kWh) | 1,464,000 | 866,000 | 1,513,000 | |||||||||
Fuel oils (kWh) | 59,000 | 580,000 | 648,000 | |||||||||
Coal (kWh) | 0 | 0 | 0 | |||||||||
Electricity (kWh) | 190,790,000 | 195,797,000 | 219,141,000 | |||||||||
Heat and steam (kWh) | 201,709,000 | 212,483,000 | 262,693,000 | |||||||||
Total UK energy (kWh)(b) | 392,499,000 | 408,280,000 | 481,833,000 | |||||||||
Total global energy (kWh) | 7,037,674,000 | 7,181,904,000 | 7,853,609,000 | |||||||||
Total UK Scope 1 emissions (tonnes CO2)(c) | 46,918 | 48,178 | 56,533 | |||||||||
UK Scope 1 emissions (kg CO2) per tonne of production | 49.1 | 55.6 | 56.4 | |||||||||
Total UK Scope 2 emissions (tonnes CO2)(c)(d) | 527 | 702 | 7,618 | |||||||||
UK Scope 2 emissions (kg CO2) per tonne of production | 0.6 | 0.8 | 7.6 |
(a) |
We have restated our 2018 data to correct errors at one site where natural gas was used to produce heat and steam, and electricity. As a result, 2018 data for heat and steam has decreased by 4% and electricity has increased by 11%. |
(b) |
Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3. |
(c) |
We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each site and then converted to kWh using standard conversion factors as published by the IPCC. |
(d) |
Carbon emission factors for grid electricity calculated according to the market-based method. |
Further climate change disclosures
This Annual Report and Accounts contains additional disclosures on our climate change:
◾ | Governance: pages 4, 73 and 93 |
◾ | Strategy: pages 27 and 28 to 29 |
◾ | Risk management: page 47 |
◾ | Metrics and targets: pages 10 and 34 |
Find out more about our actions on climate and energy efficiency on our website | ||
Our CDP climate submission contains extensive disclosure on our climate risks, opportunities, impacts and mitigating actions |
58 | Unilever Annual Report on Form 20-F 2020 |
Sustainability deep-dives continued
In focus: Plastic packaging
We believe that plastic has a place in the economy but not in the environment. We know it is a big concern for our stakeholders, and despite challenging conditions due to Covid-19 such as the availability of certain materials and the closure of sorting and recycling centres in some markets, we are fully committed to tackling plastic pollution. It is vital for us, and for the rest of the industry, to stay the course, cut the amount of plastic we use and rapidly transition to a circular economy. In this Annual Report and Accounts, we have integrated plastic packaging disclosures throughout the Strategic Report narrative. We have also summarised the key risks and opportunities arising from plastic packaging in this section of the report.
Governance
The Board takes overall accountability for the management of all risks and opportunities, including plastic packaging (see page 44). Our CEO and Executive Board member, Alan Jope, is ultimately responsible for oversight of our plastic packaging agenda. He is supported by the ULE, including our Chief R&D Officer, Richard Slater, who is responsible for driving the plastic strategy, and Divisional Presidents who lead the plastics agenda within their respective Divisions.
The Sustainable Packaging Committee supports ULE decision making and guides our strategy across all three Divisions. It has oversight of delivery and progress against our packaging goals, meets four times a year, is chaired by Richard Slater, and includes senior leaders and plastic packaging specialists from across our Divisions, markets and functions.
Plastic packaging is a key part of our sustainability programme. Remuneration linked to achievement of sustainability and plastic targets is a key part of our reward framework. For management employees up to and including the ULE reward packages include fixed pay, a bonus as a percentage of fixed pay and eligibility to participate in a long-term management co-investment plan (MCIP) linked to financial and sustainability performance. The Sustainability Progress Index accounts for 25% of the total MCIP award. It includes, amongst others, consideration of progress against our target to increase the recycled plastic material content in our packaging. Subject to shareholder approval at the 2021 AGM the MCIP will be replaced by a Performance Share Plan (PSP) and the performance measures for the PSP will continue to include the Sustainability Progress Index. See pages 92 to 93 for more on MCIP including the role of the Boards Compensation Committee and Corporate Responsibility Committee in determining the Sustainability Progress Index outcome each year and changes related to the PSP.
Strategy and risk management
Plastic has been identified as a principal risk for the company which has the potential to impact our business in the short, medium and long term. The process for assessing and identifying plastic packaging risk is the same for all principal risks and is described on page 44. 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 it. We monitor risks throughout the year to identify changes in the risk profile.
We have taken decisive action to mitigate the risks and capitalise on the opportunities. In 2017, we were the first
company in our industry to commit to ensuring that 100% of our plastic packaging is reusable, recyclable or compostable by 2025. In 2019, we announced two new goals to complement the 2017 commitment:
◾ | Halve our use of virgin plastic, by reducing our absolute use of plastic packaging by more than 100,000 tonnes and accelerating our use of recycled plastic. |
◾ | Help collect and process more plastic packaging than we sell. |
We also restated our commitment to use at least 25% recycled plastic in our packaging by 2025.
Managing plastic risks and opportunities
Changing consumer preferences
Risks and opportunities: There has been a significant rise in consumer concern regarding plastic packaging over the last few years. Concern is not universal and takes on different dimensions in different countries depending on the media coverage and government focus. A recent study by GlobeScan found that single-use plastic is a very serious concern for over half of consumers surveyed, behind climate change, natural resource depletion and air pollution, while a Kantar and GfK study found plastic waste as a top environmental concern after climate change. As a result of Covid-19, we see a number of consumer behaviour shifts that we believe will remain for the mid to long term, including increased demand for at home solutions and rapid growth in eCommerce. The shift to eCommerce platforms in particular presents opportunities to use different formats and new business models such as reuseable and refillable packaging that support the delivery of our virgin reduction commitment.
Actions were taking: Were transforming our approach to plastic packaging through our Less plastic, Better plastic, No plastic. framework. Less plastic is about cutting down how much we use in the first place. Better plastic is about making our products recyclable and eliminating problematic materials. Specifically, its about how we get recycled content into our packaging. And No plastic is about thinking differently using alternative materials such as aluminium, glass, paper and board where appropriate and removing plastic where it is not necessary.
We know consumers expect us, first and foremost, to reduce our reliance on plastic packaging. We have committed to reduce our use of virgin plastic in our packaging by 50% by 2025, this equates to no more than 350,000 tonnes. We plan to deliver this firstly by eliminating over 100,000 tonnes of plastic from our packaging by accelerating multiple-use packs and reusable, refillable, and no plastic product innovations. We will deliver the remainder by increasing our use of recycled materials, by giving plastic a value to ensure it can be collected and processed (see policy and regulatory risks below).
Our use of recycled plastic has increased significantly. Our commitment has driven a step change in our sourcing and how we integrate recycled plastic in our packaging. We estimate we will end the year with 15% of our total plastic packaging footprint consisting of recycled plastic. Dove has introduced 100% recycled plastic bottles in North America and Europe across all ranges. Magnum has rolled out of more than 7 million ice cream tubs made from recycled plastic after a successful pilot. This is a big technical achievement as the plastic not only needs to be food grade, but also withstand freezing temperatures.
Were exploring new ways of packaging and delivering products including refill at home concentrated formats such as our Cif ecorefill which eliminates 75% of plastic and is now available
Unilever Annual Report on Form 20-F 2020 | 59 |
across Europe, Canada and Australia; and Omo Concentrate, our first dilute at home laundry detergent which is available in several South American markets. It was launched in Brazil in 2019 and has seen great success, shifting 30% of Omo 3 litre consumers in Brazil to the refill at home format.
Finally, we continue to experiment with refills to eliminate the need for plastic. In the UK, we have partnered with Asda to launch our largest in-store refill pilot in Europe. And in Chile we have partnered with Algramo, a social enterprise, to deliver refills directly to consumers at home. This intelligent dispensing system has thrived during Covid-19 thanks to its tricycle distribution system across Santiago. We are also experimenting with new formats that use alternative materials or have no packaging at all. We have already brought to the market innovations including bamboo toothbrushes (Signal), recyclable glass bottles (Knorr) and paper ice cream tubs (Carte DOr). Seventh Generation has also launched a zero-plastic range on eCommerce channels in the US, using packaging made from steel. We now have dedicated teams looking at scaling new business models on reusable, refillable formats and were investing in pilot programmes all over the world to test their viability.
Policy and regulatory risks
Risks and opportunities: There is a growing focus from governments on plastic and the potential for further regulatory and tax measures in a number of markets where we operate. In the EU for example, member countries have agreed to the Plastics Strategy set out by the European Commission, which requires that all plastic waste will be recyclable by 2030. Policy developments in the area of Extended Producer Responsibility (EPR) are also more common. We are supportive of well-designed EPR regulations which reflect the unique waste management requirements in that country. We believe well-designed EPR schemes can be a game-changer in the fight against plastic waste. They boost recycling systems, ensure money is invested in the right places, hold businesses to account for the packaging choices they make, and as a result, enable a circular economy. In developing markets, we are working with governments and other stakeholders to support the development of collection and reprocessing infrastructure before a formal EPR system is designed and adopted. We also support the implementation of comprehensive waste management legislation to build a more effective and efficient waste infrastructure.
Actions were taking: Improving waste infrastructure is key to us reaching our 100% recyclable goal and ensuring availability of recycled plastic. To stimulate recycling in our markets, we introduced a new target in 2019 to help collect and process more plastic packaging than we sell by 2025. This requires us to help collect and process around 690,000 tonnes of plastic annually by 2025. We continue to work with many partners to help collect and process plastic packaging, with programmes in multiple countries, including Brazil, India, Indonesia, Philippines, Russia, South Africa, Thailand, UK and US. This includes direct investments and partnerships in waste collection and processing, buying recycled plastics, and through supporting well-designed EPR schemes in which Unilever directly pays for the collection of its packaging.
In India, for example, were working with the United Nations Development Programme to protect the livelihoods of informal waste collectors, who help segregate, collect and recycle packaging. The partnership has reached more than 33,000 households and collected 2,500 tonnes of plastic waste so far, and will scale up to include more households in the coming
years. In Indonesia, we have supported communities in 18 cities to develop systems where they can collect and sell waste. Were using a platform called Google My Business, which enables consumers to access the locations of nearby waste banks via Google Maps. Currently, around 780 waste banks are searchable on the digital tool, and the aim is to make 2,000 waste banks available through Google Maps. Together with other companies, we collectively pledged a total of US$100 million in funding to Circulate Capital, an investment firm that incubates and finances waste management solutions and infrastructure. Its a unique investment model, designed to create the lasting systems change needed to address the ocean plastic crisis. This year Circulate Capital announced inaugural investments in two companies in India and Indonesia that recycle local plastic waste into useful products. Across all our plastic targets, we need to continue our advocacy, partnerships and policy approach to drive system-wide change and shift the economy from a finite and linear take, make, dispose model to a circular approach that protects the environment and protects our resources whilst supporting a growing population. For example, it is important that we unlock regulatory barriers for PCR use. It is also imperative that there is a favourable policy environment to support sustainable financing for collection as well as financial incentives for the right behaviours.
Human rights risks
Risks and opportunities: We are aware that there are potential human rights issues in emerging markets which do not have formalised waste management infrastructure. Informal waste collection (waste pickers) and recycling is a common way to earn an income and a livelihood.
Actions were taking: Our Responsible Sourcing Policy contains clear guidance on 12 fundamental principles such as the protection of workers health and safety, employing a permitted workforce (age/freedom of movement) and fair wages. We have refused to work with waste management companies based on a lack of assurances on human rights, child labour and working conditions. We are developing a global framework on how we approach and include human rights in our plastic value chain, especially for informal waste collectors who are involved in collection and processing in a number of developing markets.
Metrics and targets
For the reporting period July 2019 to June 2020, as a result of our ongoing efforts to improve our data coverage, we now have accurate data for around 80% of the sales volume in scope for plastic packaging reporting. Based on this, our total plastic packaging footprint is 690,000 tonnes, of which 52% was reusable, recyclable or compostable, in practice and at scale (i.e. actual recyclability). We continue to make progress on technical recyclability (i.e. packaging designed for recycling but not yet recycled at scale). As recycling infrastructure improves across the markets we operate in, we expect an increase in our actual recyclability which will close the gap on what is technically recyclable. We are helping to stimulate investment through our collection and processing target. Approximately 11% (76,000 tonnes) of our total plastic packaging footprint consisted of recycled plastic a significant increase compared to last year and strong progress towards our goal to use at least 25% recycled plastic by 2025.
60 | Unilever Annual Report on Form 20-F 2020 |
Sustainability deep-dives continued
Our virgin plastic packaging footprint (our total plastic packaging footprint minus packaging made of recycled plastic) was approximately 615,000 tonnes, which is 12% less than in 2018, our baseline year. In the short term, our progress to reduce our virgin plastic footprint will be driven primarily by our PCR use. However, we are working towards an absolute reduction by accelerating and scaling our less, better or no plastic innovations.
We are implementing a robust measurement approach to track collection and processing. Since we announced this commitment, weve developed country-specific roadmaps to achieve our goal and established a number of initiatives.
Further waste and packaging disclosures
This Annual Report and Accounts contains additional disclosures on plastic packaging:
◾ | Governance: pages 73 and 93 |
◾ | Strategy: page 29 |
◾ | Risk management: page 47 |
◾ | Metrics and targets: pages 10 and 34 |
Find out more about our actions on plastic packaging on our website
Non-financial information statement
In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline requirements for non-financial reporting, the table below is intended to provide our stakeholders with the content they need to understand our development, performance, position and the impact of our activities with regards to specified non-financial matters. Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies.
Non-financial matter and relevant sections of Annual Report
|
Annual Report page reference | |
Environmental matters
Relevant sections of Annual Report and Accounts: ◾ Protecting climate and nature ◾ Net zero emissions ◾ A waste-free world ◾ Protecting and regenerating nature ◾ Protecting water ◾ In focus: Climate change ◾ In focus: Plastic packaging
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◾ Policy: pages 28 to 29 ◾ Position and performance: pages 28 to 29, 34, 56 to 57 and 59 ◾ Risk: pages 47, 55 to 56 and 58 to 59 ◾ Impact: pages 28 to 29 |
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Social and community matters
Relevant sections of Annual Report and Accounts: ◾ A fairer more socially inclusive world ◾ Better health and hygiene
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◾ Policy: pages 30 to 31 ◾ Position and performance: pages 30 to 31 and 34 ◾ Risk: page 50 ◾ Impact: pages 30 to 31
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|
Employee matters
Relevant sections of Annual Report and Accounts: ◾ Making our supply chain more diverse ◾ Protecting wellbeing ◾ Safety at work ◾ A year of learning ◾ Managing talent ◾ A beacon for diversity
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◾ Policy: pages 16 to 19 ◾ Position and performance: pages 16 to 19 and 34 ◾ Risk: page 48 ◾ Impact: pages 16 to 19 |
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Human rights matters
Relevant sections of Annual Report and Accounts: ◾ Promoting human rights ◾ Raising living standards
|
◾ Policy: page 30 ◾ Position and performance: page 30 ◾ Risk: pages 50 and 59 ◾ Impact: page 30
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|
Anti-corruption and bribery matters
Relevant sections of Annual Report and Accounts: ◾ Working with integrity |
◾ Policy: Page 18 ◾ Position and performance: Page 18 ◾ Risk: Page 50 ◾ Impact: Page 18
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Unilever Annual Report on Form 20-F 2020 | 61 |
Unilevers structure
In 2020, Unilever changed its legal structure by unifying under a single parent company, PLC. For the first time in its history, Unilever now trades with one market capitalisation, one class of shares and one global pool of liquidity, whilst also maintaining the Unilever Groups listings on the Amsterdam, London and New York stock exchanges.
The Board believes that Unification will bring significant benefits by increasing Unilevers strategic flexibility for portfolio evolution, including through equity-based acquisitions or demergers and removing complexity and further strengthening Unilevers corporate governance, creating for the first time an equal voting basis per share for all shareholders.
Since its formation in 1930 until 29 November 2020, the Unilever Group operated under a dual-headed legal structure with two parent companies: Unilever N.V. (NV), which was incorporated under the laws of the Netherlands, and PLC, incorporated under the laws of England and Wales. During that time, PLC and NV, together with their group companies, operated as nearly as practicable as a single economic entity, which was achieved by special provisions in their articles of association and a series of agreements between PLC and NV known as the Foundation Agreements. Each PLC share represented the same underlying economic interest in the Unilever Group as each NV share. As a result, parity between the economic rights of the respective shareholders of PLC and NV was maintained. However, PLC and NV were separate legal entities with different shareholder constituencies and separate stock exchange listings. Shareholders were not able to convert or exchange the shares of one company for the shares of the other.
Over the last two decades, the dual-parent holding company structure of the Unilever Group was reviewed periodically and a series of steps were taken to reduce complexity, including in October 2017 when NVs preference shares were successfully repurchased, and in June 2019 when NV terminated its depositary receipt structure.
On 29 November 2020, after receiving overwhelming support in favour of the proposals at shareholders meetings of both NV and PLC held in September 2020 and October 2020 respectively, the Unilever Group completed the Unification of its dual-parent legal structure. Pursuant to the cross-border merger: (i) PLC acquired all of the assets, liabilities and legal relationships of NV by universal succession of title; (ii) NV was dissolved without going into liquidation and ceased to exist; and (iii) PLC issued and allotted shares in its capital to former NV shareholders.
Under the terms of Unification, all of the NV ordinary shares were cancelled and NV shareholders received one new PLC ordinary share of 3 1/9 pence in exchange for each NV share owned, consistent with the one-to-one equalisation ratio that was set out in the Equalisation Agreement, and can continue to trade their new shares on Euronext in Amsterdam in Euros. NV New York Registry Shares were converted one-for-one to new PLC American Depositary Shares or new PLC ordinary shares. A very small number of NV shareholders elected to receive cash instead of new PLC shares pursuant to a Dutch statutory withdrawal mechanism. Unification resulted in the issue and allotment of 1,460,713,122 new PLC ordinary shares pursuant to the authority granted to the PLC Directors at the PLC shareholders meeting held in October 2020. As at 29 November 2020, the new PLC shares represented 55.56% of the total number of PLC shares. As at 31 December 2020, PLCs total issued ordinary share capital consisted of 2,629,243,772 ordinary shares.
All of the 2,400 NV special ordinary shares and 100,000 PLC deferred shares, which ensured the unity of management of NV and PLC, were repurchased by NV and PLC respectively immediately prior to the implementation of Unification and cancelled.
Following the implementation of Unification, PLC is now the single parent company of the Unilever Group. PLCs shares are traded through its listings on the London Stock Exchange and Euronext in Amsterdam, with its securities also traded on the New York Stock Exchange under its American Depositary Share programme.
Unification did not change our Board composition or governance framework, and the Board delegates a number of its authorities as described below, including to our four Board Committees. The Board of PLC has implemented standards of corporate governance and disclosure policies applicable to a UK incorporated company, with listings in London, Amsterdam and New York.
Unilevers presence in the Netherlands and the United Kingdom, and our multi-stakeholder approach to business remain unchanged as a result of Unification.
Articles of association
At the 2010 PLC AGM, the shareholders agreed that the objects clause be removed from PLCs Articles of Association so that there are no restrictions on its objects.
The current Articles of Association were approved by shareholders in October 2020 and adopted with effect from 29 November 2020.
Allocation of profits
Distributable profits of PLC are paid first at the rate of 5% per year on the paid-up nominal capital of 3 1/9 pence of the ordinary shares and secondly at a rate of 5% per year on the paid-up nominal capital of 3 1/9 pence of the ordinary shares. The surplus is paid by way of a dividend on the ordinary shares.
Lapse of distributions
Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend by PLC reverts to PLC.
The time periods for the right to claim cash dividends or the proceeds of share distributions declared by Unilever NV before Unification will remain at 5 and 20 years, respectively, after the first day the dividend or share distribution was obtainable from Unilever NV. Any such unclaimed amounts will now revert to Unilever PLC after the expiry of these time periods.
Redemption provisions and capital call
Outstanding PLC ordinary shares cannot be redeemed. PLC may make capital calls on money unpaid on shares and not payable on a fixed date. PLC has only fully paid shares in issue.
Modification of rights
Modifications to PLCs Articles of Association must be approved by a general meeting of shareholders.
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.
Indemnification
The power to indemnify PLC Directors is provided for in PLCs Articles of Association and deeds of indemnity have been agreed with all PLC Directors. Third-party directors and officers liability insurance was in place for all Unilever Directors throughout 2020 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, or acted as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place.
62 | Unilever Annual Report on Form 20-F 2020 |
Corporate Governance continued
The Governance of Unilever
A comprehensive description of Unilevers corporate governance arrangements, including further details on the structure of the Unilever Group, is set out in The Governance of Unilever. It further details the roles and responsibilities of the Chairman, Senior Independent Director (SID), CEO, CFO and other corporate officers and how our Board effectively operates, governs itself and delegates its authorities.
The Governance of Unilever also describes Directors appointment, tenure, induction and training, Directors ability to seek independent advice at Unilevers expense and details about Board and Management Committees (including the Disclosure Committee).
www.unilever.com/investor-relations/agm-and-corporate- governance/our-corporate-governance |
Board
The Board of PLC has ultimate responsibility for the management, general affairs, direction, culture, performance and long-term success of our business as a whole. The majority of the Directors are Non-Executive Directors who essentially have a supervisory role, providing constructive challenges, strategic guidance and specialist advice. In the normal course Unilever has two Executive Directors, the CEO and the CFO. A list of our current Directors can be found on pages 64 and 65.
Board Committees
The Board has 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 2020, can be found on pages 70 to 103.
www.unilever.com/boardsofunilever
Board meetings
In the ordinary course six Board meetings are planned throughout the calendar year to consider important corporate events and actions, for example, the half-year and full-year results announcements; the development and approval of our strategy; oversight of the performance of the business; review of the risk framework; authorisation of major transactions; declaration of dividends; review of the financial plan; succession planning; review of the functioning of the Board and its Committees; culture; workforce engagement; and review of corporate responsibility. Other ad hoc Board meetings are convened to discuss strategic, transactional and governance matters that arise. A majority of Board meetings will be held in the UK.
In 2020, due to the Covid-19 pandemic, the Board met physically in January only. The Board then held all remaining meetings virtually in 2020, these being in March, April, May, June, July, October and November. The Chairman leads the Board and is responsible for its overall effectiveness in directing the Unilever Group. The Chairman sets the Boards agenda, ensures the Directors receive accurate, timely and clear information, promotes and facilitates constructive relationships and effective contribution of all the Executive and Non-Executive Directors, and promotes a culture of openness and debate.
When there is a Board meeting, the Non-Executive Directors usually meet also as a group, without the Executive Directors present. In 2020 they met six times. The Chairman, or in his absence the SID, chairs such meetings.
The table showing the attendance of current Directors at Board meetings in 2020 can be found on page 65. If Directors are unable to attend a Board meeting they have the opportunity beforehand to discuss any agenda items with the Chairman.
Board evaluation
Each year the Board formally assesses its own performance, including with respect to its composition, diversity and how effectively its members work together, with the aim of helping to improve the effectiveness of both the Board and the Committees. At least once every three years an independent third-party facilitates the evaluation. The last external evaluation was performed at the end of 2019 by No.4, an independent third-party consultant, and consisted of individual interviews with the Directors followed by a Board discussion in January 2020, covering both the outcome of the evaluation and the proposed actions to enhance the effectiveness of the Board.
At the end of 2020, the Board performed an internal evaluation which consisted of the Directors completing a questionnaire that focused on a number of key areas including strategy, risk/financial controls, Board effectiveness, virtual ways of working, and information/knowledge. The Chairmans statement on page 5 describes the key actions agreed by the Board following the internal evaluation.
The evaluation of the performance of the Chairman and CEO is led by the SID and Chairman respectively, and bespoke questionnaires are used to support these evaluations.
Committees of the Board evaluate themselves annually under supervision of their respective Chairs taking into account the views of respective Committee members and the Board. The key actions agreed by each Committee in the 2020 evaluations can be found in each Committee Report.
Board appointment
The report of the Nominating and Corporate Governance Committee (NCGC) on pages 74 and 75 describes the work of the NCGC in Board appointments and recommendations for re-election. In addition, shareholders are able to nominate Directors for appointment. The procedure for shareholders to nominate Directors is contained within the document entitled Appointment procedure for PLC Directors which is available on our website. To do so they must put a resolution to the PLC AGM in line with English law requirements. Directors are appointed by shareholders by a simple majority vote at the AGM.
www.unilever.com/boardsofunilever
Board induction and training
All new Directors participate in a comprehensive induction programme when they join the Board. The Chairman ensures that ongoing training is provided for Directors by way of site visits, presentations and circulated updates at (and between) Board and Board Committee meetings on, among other things, Unilevers business, environmental, social, corporate governance, regulatory developments and investor relations matters. For example, in 2020 the Directors received presentations on shareholder activism and cyber security, and held a session with the Unilever Sustainability Advisory Council.
Independence and conflicts
It is important that the Non-Executive Directors can be considered to be independent. Each year the Board conducts 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 UK and US. The Board currently considers all our Non- Executive Directors to be independent of Unilever.
We attach special importance to avoiding conflicts of interest between PLC and its Directors. The Board ensures that there are effective procedures in place to avoid conflicts of interest by Board members. A Director must without delay report any conflict of interest or potential conflict of interest to the Chairman and to the other Directors, or, in case any conflict of interest or potential conflict of interest of the Chairman, to the SID and to the other Directors. The Director in question must provide all relevant information to the Board, so that the Board can decide whether a reported (potential) conflict of interest of a Director qualifies as a conflict of interest within the meaning of the relevant laws. A Director may not take part in the decision-taking process of the Board in respect of any situation in which he or she has a conflict of interest. We consider the procedures that Unilever has put in place to deal with conflicts of interest operate effectively.
Unilever Annual Report on Form 20-F 2020 | 63 |
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.
Unilever, through the Nominating and Corporate Governance Committee, assesses and monitors the structure of the Board including the other directorships held or proposed to be held by Non-Executive Directors. Unilever aims to have a Board with a diverse range of skills and capabilities and works to the principle that each Director shall have sufficient time available for the performance of his or her duties. Unilever considers that the other board responsibilities of its Non-Executive Directors, including those taken on during 2020, are fully consistent with these aims.
Engagement with employees
Given Unilevers global footprint and scope of operations, the Board decided that the most effective way of organising its engagement with employees was to share the responsibility among all Non-Executive Directors as a collective point of contact. The Board has therefore endorsed a number of initiatives and events, including face-to-face meetings to ensure that all the Non-Executive Directors engage with the workforce and get a sense of employee sentiment at all levels. Due to the Covid-19 pandemic we have been required to hold these face-to-face meetings virtually and have incorporated additional engagement sessions alongside virtual Board meetings and the virtual Board visits to Unilever sites that we have undertaken this year. These engagement sessions have enabled all Non-Executive Directors to meet and hear directly from cohorts of employees at all levels how they feel about issues important to them through open discussion.
In 2020, Non-Executive Directors attended 12 virtual workforce engagement events with a diverse range of the workforce; from factory staff and new joiners through to head office staff and people with 25+ years in the company. This method of engagement allowed for discussions covering a wide range of topics.
The Covid-19 pandemic affected the way our employees worked in 2020, and our Non-Executive Directors engaged on a number of topics related to this, such as how our factory workers at two factories in the UAE experienced working during the pandemic. They also listened to the experiences of employees who were at the centre of responding to the pandemic in Italy. The Non-Executive Directors were also given the opportunity to hear from employees in the US, Russia, India and Sweden on how they had found working from home during the lockdown, from employees about how the local Thriving Parents programme has assisted working parents during lockdown, from employees located at HIVE, the new Dutch Foods innovation centre which opened in December 2019, about how the way we innovate in Foods is changing, and from employees in Denmark and Austria about preparing to return to the office. In addition, Non-Executive Directors listened to employees who had been redeployed during the pandemic at our Raeford factory in the US and Maydon Wharf Factory in South Africa, and also how our colleagues in Argentina had experienced their ways of working changing in order to react to market shifts as a result of Covid-19. Lastly, Non-Executive Directors also heard from employees of Unilever International and the Prestige business.
The events have been a success with positive feedback from employees and Non-Executive Directors alike. Our Non-Executive Directors were able to engage, hear and share views with employees on a host of new topics which was particularly helpful in a year when many new normals were being established. This perspective has been taken into consideration in decision making, for example improving UK employee onboarding processes and reviewing and amending annual leave policies for front line factory staff.
64 | Unilever Annual Report on Form 20-F 2020 |
Our Board of Directors
Our Non-Executive Directors bring diverse experience to the Boards
strategic discussions and decision-making.
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Nils Andersen Chairman
Nationality Danish Age 62, Male Appointed April 2015
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Youngme Moon Vice-Chairman/Senior Independent Director
Nationality American Age 56, Female Appointed April 2016
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Alan Jope CEO
Nationality British Age 56, Male Appointed CEO January 2019 Appointed Director May 2019 |
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Previous experience: BP plc (NED); A.P. Moller Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice-Chairman); Unifeeder S/A (Chairman).
Current external appointments: AKZO Nobel N.V. (Chairman); Faerch Plast (Chairman); Salling Foundation (NED); Worldwide Flight Services (Chairman). |
Previous experience: Harvard Business School (Chairman and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED); Rakuten Inc (NED).
Current external appointments: Mastercard INC (Board Member); Sweetgreen Inc (Board Member); JAND Inc (Board Member); Harvard Business School (Professor). |
Previous experience: Beauty and Personal Care Division (President); Unilever Russia, Africa and Middle East (President); Unilever North Asia (President); SCC and Dressings (Global Category Leader); Home and Personal Care North America (President).
Current external appointments: Generation Unlimited (Board Member). |
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Graeme Pitkethly CFO
Nationality British Age 54, Male Appointed CFO October 2015 Appointed Director April 2016 |
Laura Cha Non-Executive Director
Nationality Chinese Age 71, Female Appointed May 2013
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Vittorio Colao Non-Executive Director
Nationality Italian Age 59, Male Appointed July 2015 Stepped down as a director on 18 February 2021
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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: Pearson Plc (NED); Financial Stability Board Task Force on Climate-related Financial Disclosures (Vice Chair); The 100 Group Main Committee (Vice Chair); UN Global Compact CFO Task Force. |
Previous experience: Securities and Futures Commission, Hong Kong (Deputy Chairman); China Securities Regulatory Commission (Vice Chairman); China Telecom Corporation Limited (NED); 12th National Peoples Congress of China (Hong Kong Delegate).
Current external appointments: HSBC Holdings plc (NED); Hong Kong Exchanges and Clearing Ltd (Non-Executive Chairman); Foundation Asset Management Sweden AB (Senior International Adviser); Executive Council of the Hong Kong Special Administrative Region (Non-official member); CSRC International Advisory Council (Vice Chairman). |
Previous experience: Vodafone Group plc (CEO); 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: Verizon Communications Inc. (NED); General Atlantic (Senior Advisor / Vice Chairman EMEA); Bocconi University Italy (Executive Trustee); Oxford Martin School UK (Advisor); MedTech-Humanitas / Politecnico Italy (Advisor). |
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Judith Hartmann Non-Executive Director
Nationality Austrian Age 51, Female Appointed April 2015
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Andrea Jung Non-Executive Director
Nationality American/Canadian Age 61, Female Appointed May 2018
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Susan Kilsby Non-Executive Director
Nationality American/British Age 62, Female Appointed August 2019
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Previous experience: Suez (NED); General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED).
Current external appointments: ENGIE Group (Deputy CEO). |
Previous experience: Avon Products Inc (CEO); General Electric (Board Member); Daimler AG (Board Member).
Current external appointments: Grameen America Inc (President and CEO); Apple Inc (NED); Wayfair Inc (NED). |
Previous experience: LOccitane International (NED); Keurig Green Mountain (NED); Coca-Cola HBC AG (NED); Goldman Sachs International (NED); Shire Plc (Chair); Mergers and Acquisitions, EMEA Credit Suisse (Chair).
Current external appointments: Fortune Brands Home & Security Inc (Chair); Diageo Plc (Senior Independent Director); BHP Plc (NED).
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Committee membership key | ||||||||
Audit Committee | Nominating and Corporate Governance Committee | |||||||
Compensation Committee | Chair | |||||||
Corporate Responsibility Committee |
Unilever Annual Report on Form 20-F 2020 | 65 |
Strive Masiyiwa | ||
Non-Executive | ||
Director | ||
Nationality |
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Zimbabwean | ||
Age 60, Male | ||
Appointed April 2016 | ||
Previous experience: Africa Against Ebola Solidarity Trust (Co-Founder and Chairman); Grow Africa (Co-Chairman); Nutrition International (formerly known as Micronutrient Initiative) (Chairman); Rockefeller Foundation (Trustee).
Current external appointments: Econet Group, privately held (Founder and Executive Chairman); Econet Wireless Zimbabwe Ltd (NED); Netflix Inc. (NED); International Advisory Board of Bank of America (Board member); Stanford University Advisory Board (Board member); National Geographic Society (Board member).
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Feike Sijbesma |
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Non-Executive Director | ||
Nationality Dutch |
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Age 61, Male | ||
Appointed | ||
November 2014 | ||
Previous experience: Royal DSM NV (Former CEO); Utrecht University (Supervisory Director); Stichting Dutch Cancer Institute/Antoni van Leeuwenhoek Hospital NKI/AVL (Supervisory Director); CPLC WBG (Chair).
Current external appointments: Royal Philips (Vice Chairman); Royal DSM NV (Honorary Chairman); De Nederlandsche Bank NV (Member of the Supervisory Board); Trustees of the World Economic Forum (Board member); Board of the Global Center on Adaptation (Co-Chair); Advisor Africa Improved Foods; Dutch Growth Fund.
John Rishton | ||
Non-Executive Director | ||
Nationality British |
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Age 63, Male | ||
Appointed May 2013 | ||
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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); Majid al Futtaim Properties LLC (Board Member).
Gender diversity
Board tenure
Non-Executive Directors
Nils
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Laura Cha
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Vittorio
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Judith
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Andrea
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Susan
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Strive
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Youngme
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John
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Feike
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Leadership of complex global entities | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Broad board experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
Geo-political exposure | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
Financial expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
FMCG/consumer insights | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
Emerging markets experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
Digital insights | ✓ | ✓ | ||||||||||||||||||
Marketing and sales expertise | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
Investment banking and transaction expertise | ✓ | ✓ | ||||||||||||||||||
Science, technology and innovation expertise | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Purposeful business and sustainability experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
HR and remuneration in international firms | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
66 | Unilever Annual Report on Form 20-F 2020 |
Unilever Leadership Executive (ULE)
Our executive management team is responsible for the day-to-day
running of the business and the execution of our strategy.
The Board have delegated the operational running of the Unilever Group to the CEO with the exception of the following matters which are reserved for the Board: structural and constitutional matters, corporate governance, approval of dividends, approval and monitoring 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 Board in relation to the operational running of the Group and other powers delegated to him by the Board. The CEO can delegate any of his powers and discretions, and he does so delegate to members of the 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 Board. Members of the ULE report to the CEO, and the CEO supervises and determines the roles, activities and responsibilities of the ULE. While ULE members (other than the CEO and the CFO) are not part of the Board decision-making process, to provide the Board 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 CEO, CFO and those listed below.
For Alan Jope and Graeme Pitkethly see page 64
Conny Braams | ||
Chief Digital & | ||
Marketing Officer | ||
Nationality Dutch |
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Age 55, Female | ||
Appointed to ULE | ||
January 2020 | ||
Joined Unilever 1990 |
Previous Unilever posts include: Unilever Middle Europe (EVP); Unilever Benelux (Chair and EVP); Home Care Europe (EVP); Unilever FoodSolutions Asia, Africa and Middle East (EVP); various Unilever marketing and general management roles.
Current external appointments: Kröller-Müller Museum (Advisory Board member); Rotterdam School of Management, Erasmus University (Advisory Board member).
Marc Engel | ||
Chief Supply | ||
Chain Officer | ||
Nationality Dutch |
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Age 54, 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 Latin America (Managing Director); Ice Cream Brazil Supply Chain (VP); Corporate Strategy Group (Manager); Birds Eye Walls, Unilever UK (Operations Manager).
Current external appointments: A. P. Møller Mærsk (Supervisory Board member); Sustainable Trade Initiative (Supervisory Board Member); AndGreen Funds (Advisory Board Member); McLaren F1 (Advisory Group Member).
Hanneke Faber | ||
President, Foods | ||
& Refreshment | ||
Nationality Dutch |
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Age 51, Female | ||
Appointed to ULE | ||
January 2018 | ||
Joined Unilever 2018 |
Previous posts include: Royal Ahold Delhaize (CEIO & EC member); Royal Ahold (CCO & EC member); P&G (VP & GM).
Previous Unilever posts include: Europe (President).
Current external appointments: Bayer AG (Supervisory Board member); Food Drink Europe (Board member); Leading Executives Advancing Diversity (LEAD) (Advisory Board member); Pepsi/ Lipton JV (Board Member).
Fabian Garcia | ||
President, North | ||
America | ||
Nationality American |
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Age 61, Male | ||
Appointed to ULE | ||
January 2020 | ||
Joined Unilever 2019 |
Previous posts include: Revlon (President and CEO); Colgate Palmolive (COO; President of the Asia/ Pacific Division, EVP Latin America); P&G (President of Asia Pacific, General Manager of Venezuela).
Current external appointments: Council of Foreign Relations in the US (member).
Sunny Jain | ||
President, Beauty | ||
& Personal Care | ||
Nationality Canadian |
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Age 45, Male | ||
Appointed to ULE | ||
June 2019 | ||
Joined Unilever 2019 |
Previous posts include: Amazon.com Inc (Head of Core Consumables/FMCG Retail; VP Consumables/FMCG Innovation); P&G US and P&G Canada (various roles in New Business Creation, Marketing, Sales, and Information Technology).
Sanjiv Mehta | ||
President, Unilever, | ||
South Asia and Chair | ||
and Managing Director, | ||
Hindustan Unilever | ||
Nationality Indian |
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Age 60, Male | ||
Appointed to ULE | ||
May 2019 | ||
Joined Unilever 1992 |
Previous Unilever posts include: Unilever North Africa and Middle East (Chair and Chief Executive Officer); Unilever Philippines Inc. (Chair and Chief Executive Officer); Unilever Bangladesh Limited (Chair and Managing Director).
Current external appointments: Board of Indian School of Business (Director); Federation of Indian Chambers of Commerce and Industry (Senior Vice-President); Breach Candy Hospital Trust (Member); South Asia Advisory Board of Harvard Business School (Member); Xynteos India 2022 (Chair); Advisory Network to the High Level Panel for a Sustainable Ocean Economy (Co-Chair).
Unilever Annual Report on Form 20-F 2020 | 67 |
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Leena Nair Chief HR Officer
Nationality British Age 51, Female Appointed to ULE March 2016 Joined Unilever 1992 |
Nitin Paranjpe Chief Operating Officer
Nationality Indian Age 57, Male Appointed to ULE October 2013 Joined Unilever 1987 |
Richard Slater Chief R&D Officer
Nationality British Age 43, Male Appointed to ULE April 2019 Joined Unilever 2019 |
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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).
Current external appointments: BT Plc (NED).
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Previous Unilever posts include: Foods and Refreshment (President); Home Care (President); Unilever South Asia (EVP) and Hindustan Unilever Limited (CEO); Home and Personal Care India (EVP); Home Care India (VP); senior positions in Laundry and Household Care.
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Previous posts include: GSK (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Global Group Director / VP R&D Personal Care; Global Director R&D Aircare, Analgesics and New Brands); Boots Healthcare (various roles).
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Ritva Sotamaa Chief Legal Officer & Group Secretary
Nationality Finnish Age 57, Female Appointed to ULE February 2013 Joined Unilever 2013 |
Peter ter Kulve President, Home Care
Nationality Dutch Age 56, Male Appointed to ULE May 2019 Joined Unilever 1988 |
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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). |
Previous Unilever posts include: Unilever South East Asia & Australasia (President) and Chief Digital Transformation & Growth Officer; EVP Corporate Transformation; Unilever Benelux (Chair and EVP); Unilever Ice Cream (Global Head & EVP); various Brand and Channel Management roles. | |||||||||||||
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68 | Unilever Annual Report on Form 20-F 2020 |
Corporate Governance continued
Our shares
Share capital
PLCs issued share capital on 31 December 2020 was made up of £81,798,695 split into 2,629,243,772 ordinary shares of 31⁄9p each and each carrying one vote.
Listings
PLC has ordinary shares (ULVR) listed on the London Stock Exchange, on Euronext Amsterdam (UNA) and, as American Depositary Receipts* (UL), on the New York Stock Exchange.
* One American Depositary Receipt represents one
PLC ordinary share with a nominal value of 31⁄9p.
Share issues and purchase of shares
At the 2020 PLC AGM held on 29 April 2020 the PLC Directors were authorised to:
◾ |
issue new shares, up to a maximum of £12,102,222 nominal value (which at the time represented approximately 33% of PLCs issued ordinary share capital); |
◾ |
disapply pre-emption rights up to a maximum of £1,817,714 nominal value (which at the time represented approximately 5% of PLCs issued ordinary share capital) for general corporate purposes and an additional 5% authority in connection with an acquisition or specified capital investment; and |
◾ |
make market purchases of its ordinary shares, up to a maximum of 116,853,000 ordinary shares (which at the time represented just under 10% of PLCs issued ordinary share capital and within the limits prescribed in the resolution). |
In addition, at the general meeting of PLC held in October 2020, the PLC Directors were authorised to allot new shares in PLC up to an aggregate nominal amount of £46 million only in connection with Unification and to disapply pre-emption rights in connection with a statutory withdrawal mechanism up to an aggregate nominal value of £23 million. As announced by PLC on 30 November 2020, following the completion of Unification, 1,460,713,122 new PLC shares were issued under these authorities which represent 55.56% of the total number of PLC shares. Since the 2020 PLC AGM, no shares have been issued under the 2020 PLC AGM authorities. To the extent that they are unused, each of those authorities expire on the earlier of the conclusion of PLCs 2021 AGM and 30 June 2021. Renewal of these authorities is sought each year. In connection with Unification, PLC purchased and cancelled 100,000 deferred shares of £1.00 each, which ensured the unity of management of NV and PLC prior to Unification, from N.V. Elma and United Holdings Limited, members of the Group, for an aggregate amount of £100,000. The deferred shares represented 0.27% of the issued share capital of PLC prior to Unification.
During 2020, companies within the Unilever Group did not purchase any PLC ordinary shares or American Depositary Shares.
Trust Office
On 26 June 2019, the meeting of depositary receipt holders resolved to terminate the former NV depositary receipt structure with effect from 28 June 2019. As a result, holders of depositary receipts automatically received one NV ordinary share for every depositary receipt they owned. In addition, the trading line of depositary receipts on Euronext Amsterdam was terminated and all trading continued in NV ordinary shares. On implementation of Unification, the remaining NV ordinary shares held by the Trust Office were cancelled and new PLC ordinary shares were issued to the Trust Office on a one-for-one basis.
The Trust Office will not be dissolved until 27 June 2021 as a limited number of depositary receipts are outstanding in respect of which the bearer certificates issued by N.V. Nederlandsch Administratie - en Trustkantoor, the predecessor of the Trust Office, have not been handed in and have not been exchanged for PLC ordinary shares. Thereafter, it is expected that the Trust Office shall sell the PLC ordinary shares that have not been exchanged and the proceeds will be given in consignment to the Dutch Ministry of Finance. Holders of bearer certificates have thereafter no claim whatsoever towards the Trust Office.
www.administratiekantoor-unilever.nl/eng/home
Our shareholders
Significant shareholders of PLC
As far as Unilever is aware, the only holder of more than 3% of, or 3% of voting rights attributable to, PLCs ordinary share capital (Disclosable Interests) on 31 December 2020, was BlackRock with a shareholding of 6.40% and voting interest of 6.18%.
As far as Unilever is aware, no new Disclosable Interests have been notified to PLC between 1 January 2021 and 23 February 2021 (the latest practicable date for inclusion in this report). Between 1 January 2018 and 23 February 2021, (i) BlackRock, and (ii) the aggregated holdings of the trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust, have held more than 3% of, or 3% of voting rights attributable to, PLCs ordinary shares.
Shareholder engagement
We value open and effective communication with our shareholders.
The CFO has lead responsibility for shareholder engagement, with the active involvement of the CEO and supported by the Investor Relations department.
In 2020, meetings were held with institutional shareholders based across the world. Members of the ULE and Investor Relations team also met a large number of investors at industry conferences. From March 2020, all engagement was carried out virtually, as a result of the Covid-19 pandemic. The Chairman, CEO and CFO also engaged with investors on the proposals to unify the Unilever Groups legal structure under a single parent company.
The Chair of the Compensation Committee extensively engaged with and sought feedback from investors in relation to our Directors Remuneration Policy which is up for renewal at the 2021 PLC AGM. Further details can be found on pages 76 to 78 of the Directors Remuneration Report. On an ongoing basis, the Board is briefed on investor reactions to the Unilever Groups quarterly results announcements and on any issues raised by shareholders that are relevant to their responsibilities.
We maintain a frequent dialogue with our principal institutional shareholders and regularly collect feedback. Private shareholders are encouraged to give feedback via shareholder.services@unilever.com. Our shareholders are also welcome to raise any issues directly with the Chairman or the SID, and the Chairman, Executive Directors and Chairs of the Committees are also generally available to answer questions from the shareholders at the AGM each year. More information on shareholder engagement can be found on pages 15 and 77.
www.unilever.com/investor-relations/
General meetings
At the PLC AGM 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 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 AGM and are entitled to address the meeting on any part of the business of the meeting which concerns them as auditors.
As a result of the Covid-19 pandemic and the UK governments Stay at Home measures, the 2020 PLC AGM was held as a closed meeting and shareholders were unable to attend the meeting in person. However, recognising that the AGM also serves as a forum for shareholders to engage with Directors, following the conclusion of the PLC AGM, a live webcast was held on Unilevers corporate website with statements by the Chairman and CEO before responding to questions submitted by shareholders prior to the meeting and follow-up questions raised at the meeting.
In addition, following the passing of emergency legislation in the Netherlands and the UK relating to the holding of shareholder meetings in light of the Covid-19 pandemic, the NV AGM and the NV and PLC shareholders meetings to approve Unification were each held electronically. A live webcast of these meetings was held on Unilevers corporate website with statements by the Chairman and CEO before responding to any questions submitted by shareholders prior to the meetings and follow-up questions raised at the meeting.
Shareholders of PLC may propose resolutions if they individually or together hold shares representing at least 5% of the total voting rights
Unilever Annual Report on Form 20-F 2020 | 69 |
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 2021 PLC AGM can be found within the PLC AGM Notice which will be published in March 2021.
Required majorities
Resolutions are usually adopted at PLC General Meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or PLCs Articles of Association. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association and the liquidation of PLC.
A proposal to alter the Articles of Association of PLC can be made either by the PLC Board or by requisition of shareholders in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in PLCs Articles of Association, PLCs Articles of Association may be amended by a special resolution. The Articles of Association of PLC can be found on our website.
www.unilever.com/investor-relations/agm-and-corporate- governance/our-corporate-governance/ |
Right to hold and transfer shares
Unilevers constitutional documents place no limitations on the right to hold or transfer PLC ordinary shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of PLC imposed by English law.
Corporate governance compliance
We conduct our operations in accordance with internationally accepted principles of good governance and best practice, while 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 UK and the US and in this section we report on our compliance against these.
The United Kingdom
In 2020, PLC has applied the Principles and complied with the Provisions of the UK Corporate Governance Code. Further information on how Unilever has applied the five overarching categories of Principles can be found on the following pages (i) Board Leadership and Company Purpose: pages 1, 8 and 61 to 63, (ii) Division of Responsibilities: pages 62 and 70 to 78, (iii) Composition, Succession and Evaluation: pages 5, 62, 74 and 75, (iv) Audit, Risk and Internal Control: pages 44 to 60, 70, 71 and 104; and (v) Remuneration: pages 76 to 103. The UK Code is available on the Financial Reporting Councils (FRC) website.
Risk Management and Control: Our approach to risk management and systems of internal control is in line with the recommendations in the FRCs revised guidance Risk management, internal control and related financial and business reporting (the Risk Guidance). It is Unilevers practice to review acquired companies governance procedures and to align them to the Unilever Groups governance procedures as soon as is practicable.
Under the European Takeover Directive as implemented in 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. We believe we do not have any such contracts or arrangements.
Greenhouse Gas (GHG) Emissions: Information on GHG emissions can be found on page 56.
Employee Involvement and Communication: Unilevers UK companies maintain formal processes to inform, consult and involve employees and their representatives. A National Consultative Forum comprising employees and management representatives from key locations meets regularly to discuss 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. Further details on how the Board has engaged with the workforce can be found on page 63.
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 reskill and support employees who become disabled while working within the Group.
The United States
PLC is listed on the New York Stock Exchange (NYSE). As such, PLC 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 and the UK Corporate Governance 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.
Attention is drawn to the Report of the Audit Committee on pages 70 and 71. 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.
All senior executives and senior financial officers have declared their understanding of and compliance with Unilevers Code of Business Principles and the related Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 2020 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 Board, the CEO and the CFO concluded that the design and operation of the Unilever Groups disclosure controls and procedures, including those defined in the United States Securities Exchange Act of 1934 Rule 13a 15(e), as at 31 December 2020 were effective.
Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This requirement is reported on within the section entitled Managements Report on Internal Control over Financial Reporting on page 201.
www.unilever.com/corporategovernance |
70 | Unilever Annual Report on Form 20-F 2020 |
Audit Committee
Committee members and attendance
Attendance | ||||
John Rishton Chair | 7/7 | |||
Judith Hartmann | 7/7 | |||
Susan Kilsby | 7/7 |
This table shows the membership of the Committee together with their attendance at meetings during 2020. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.
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 and the other current members are Judith Hartmann and Susan Kilsby. For the purposes of the US Sarbanes-Oxley Act of 2002, John Rishton is the Audit Committees financial expert. The Board is satisfied that the members of the Audit Committee are competent in financial matters and have recent and relevant experience. Other attendees at Committee meetings 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 issues in more detail. Since April, due to the pandemic all meetings have been held virtually.
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
www.unilever.com/corporategovernance |
The Committees responsibilities include, but are not limited to, the following matters:
◾ |
oversight of the integrity of Unilevers financial statements; |
◾ |
review of Unilevers half yearly 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 Board of the nomination of the external auditors for shareholder approval; and approval of their fees, refer to note 24 on page 166. |
◾ |
performance of the internal audit function; and |
◾ |
approval of the Unilever Leadership Executive (ULE) expense policy and the review of Executive Director expenses. |
All relevant matters arising are brought to the attention of the Board.
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 2020, sessions were held with management on cyber security, data privacy and the activities of our global business services function. Given the Covid-19 crisis the Committee also had presentations from management and discussions on: the implications of the pandemic on the businesses risk management activities; the preparation of the financial statements; the overall control environment; and the operation of the financial reporting controls.
How the Committee has discharged its responsibilities
During the year, the Committees principal activities were as follows:
Financial Statements
The Committee reviewed prior to publication the quarterly financial press releases together with the associated internal quarterly reports from the Chief Financial Officer and the Disclosure Committee and, with respect
to the full-year results, the external auditors report. It also reviewed this Annual Report and Accounts and the Annual Report on Form 20-F 2020. These reviews incorporated the accounting policies and significant judgements and estimates underpinning the financial statements as disclosed within note 1 on pages 116 to 118. Particular attention was paid to the following significant issues in relation to the financial statements:
◾ |
indirect tax provisions and contingent liabilities, refer to note 19 and 20 on page 160 and 161; |
◾ |
direct tax provisions, refer to note 6 on pages 131 to 133; |
◾ |
revenue recognition including discounts and incentives; |
◾ |
acquisition of Horlicks, refer to note 21 on pages 162 to 165; and |
◾ |
Unification, refer to note 1 on page 116. |
These matters are also highlighted by our external auditors as being important in their audit.
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 and further information can be found on pages 105 to 111. The Committee specifically discussed with the external auditor how managements judgement and assertions were challenged and how professional scepticism was demonstrated during their audit of these areas; this included the disclosures for each matter noted above and where relevant challenging the sensitivity analysis performed by the external auditor. The Committee is satisfied that there are relevant accounting policies in place in relation to these significant issues and management have correctly applied these policies.
In addition to the matters noted above, our external auditors, as required by auditing standards, also consider the risk of management override of controls. Nothing has come to our attention or their attention to suggest any material misstatement with respect to suspected or actual fraud relating to management override of controls.
At the request of the Board the Committee undertook to:
◾ |
review the appropriateness of adopting the going concern basis of accounting in preparing the annual financial statements; |
◾ |
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 Board 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; and |
◾ |
consider whether the Unilever Annual Report and Accounts 2020 was fair, balanced and understandable and whether it provided the necessary information for shareholders to assess the Groups position and performance, business model and strategy. The Committee also reviewed the processes and controls that are the basis for its preparation. The Committee was satisfied that, taken as a whole, the Unilever Annual Report and Accounts 2020 is fair, balanced and understandable. |
In terms of regulatory reviews during the year, on 12 March 2020 we received confirmation from the Dutch regulator (AFM) that they were satisfied with our responses and enhancements to certain disclosures in our annual reports and accounts, as a result of their review of our 2018 annual report and accounts. On 30 November 2020 we received a letter from the UK regulator (FRC) with respect to their thematic review of the climate disclosures in the 2019 annual report and accounts. They had no questions, just a couple of observations and no response was required. In March 2020 the FRC and the SEC issued general guidance for companies given the Covid-19 crisis. This has been reviewed and taken into consideration in preparing the 2020 Annual Report and Accounts.
Risk management and internal control arrangements
The Committee reviewed Unilevers overall approach to risk management and control, and its processes, outcomes and disclosure.
The assessment was undertaken through a review of:
◾ |
the yearly report detailing the risk identification and assessment process, together with new significant risks and any emerging risks identified by management; |
◾ |
reports from senior management on those 2020 corporate risks for which the Audit Committee had oversight responsibility: treasury, tax and |
Unilever Annual Report on Form 20-F 2020 | 71 |
pensions, information security, legal and regulatory compliance and business transformation; |
◾ |
the proposed 2021 corporate risks identified by the ULE; |
◾ |
the Controllers Quarterly Risk and Control Status Reports, including Code of Business Principles cases relating to frauds and financial crimes and significant issues received through the Unilever Code Support Line; |
◾ |
a summary of control deficiencies identified through controls testing activities together with action plans to address underlying causes; |
◾ |
managements improvements to reporting through further automation and centralisation; and |
◾ |
the annual financial plan and Unilevers dividend policy and dividend proposals. |
Each of these reports included any impacts or implications of Covid-19. The impact of Covid-19 on the businesses principal risks is outlined on page 46. Whilst most office based employees have been working remotely during the pandemic this has not impacted the reporting process or the timetable. The only change has been an increased use in collaboration tools. A review of the financial controls concluded that, except for a limited number of changes with respect to the physical verification of fixed assets and inventory the ongoing operation of the financial controls have substantially been unaffected by Covid-19 restrictions.
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 fulfilling its oversight responsibilities in relation to risk management and internal control, the Committee met regularly with senior members of management and is satisfied with the key judgements taken.
The Committee has completed its review for 2020 on both risk management and internal control and was satisfied that the process had worked effectively and where specific areas for improvement were identified, there was adequate mitigating or alternative controls and that processes were underway to ensure sustainable improvements. The key area for focus going forward is ensuring that controls impacted by the significant change programmes are appropriately designed and operated before those programmes are started.
During 2020 the Committee also 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).
Internal audit function
The Committee reviewed internal audits plan for the year which is focused on Unilevers corporate risks, and agreed its budget and resource requirements. The pandemic impacted the way the audits have been completed since April 2020. All work has been done remotely and there has been more focus on data analysis and the use of remote video technology. The Committee reviewed interim and year-end summary reports and managements response together with the completion status of agreed actions.
Every five years, the Committee engages an independent third party to perform an effectiveness review of the function. This was last completed in 2018. In 2020 the Committee evaluated the performance of the internal audit function through a questionnaire. The feedback was reviewed and the Committee was satisfied with the effectiveness of the internal audit function. During the year, the Committee also met independently with the Chief Auditor and discussed the results of the audits performed and any additional insights obtained from the Chief Auditor.
Audit of the annual accounts
KPMG, Unilevers external auditors and independent registered public accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included audit and accounting matters, governance and control, and accounting developments.
The Committee held independent meetings with the external auditors during the year and reviewed, agreed, discussed and challenged their audit plan, including the materiality applied, scope and assessment of the financial reporting risk profile of the Group.
The Committee discussed the views and conclusions of KPMG regarding managements treatment of significant transactions and areas of judgement during the year. The Committee considered these views and comments and is satisfied with the treatment in the financial statements.
External auditors
KPMG have been the Groups auditors since 2014 and shareholders approved their reappointment as the Groups external auditors at the
2020 AGMs. On the recommendation of the Committee, the Directors will be proposing the reappointment of KPMG at the AGM in May 2021.
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, which requires Unilever to tender the audit every 10 years. The last tender for the audit of the Annual Report and Accounts was performed in 2013 with respect to the audit for the financial year ending 2014. At present, we are satisfied with the effectiveness of our current auditors and hence have no plans to retender the external auditor appointment earlier. This position is re-evaulated each year.
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. KPMG has issued a formal letter to the Committee outlining the general procedures to safeguard independence and objectivity, disclosing the relationship with the Company and confirming their audit independence.
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 FRCs Audit Quality Review (AQR) team monitors the quality of audit work of certain UK audit firms through annual inspections of a sample of audits and related procedures at individual audit firms. During the year, the 2019 audit of the Group by KPMG was reviewed by the AQR and their report was issued in February 2021. The review identified a number of improvements. The Committee are in the process of engaging with the AQR and KPMG to ensure there is a full understanding of the issues and that all the appropriate actions have been undertaken or are in the process of being undertaken by KPMG.
The Committee also reviewed the statutory audit, other audit and non-audit services provided by KPMG and compliance with Unilevers documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used:
◾ |
statutory audit services, including audit of subsidiaries; |
◾ |
other audit services audits that are not required by law or regulation; and |
◾ | non-audit services work that our external auditors are best placed to undertake, which may include: |
◾ |
services required by law or regulation to be performed by the audit firm; and |
◾ |
services where knowledge obtained during the audit is relevant to the service such as bond issue comfort letters. |
Unilever has for many years maintained a policy which prescribes in detail the types of engagements for which the external auditors can be used with all other engagements being prohibited. The policy is aligned with both European and SEC regulations and was updated during the year in line with these regulations.
All engagements over 250,000 require specific advance approval by the Audit Committee Chairman. The Committee further approve all engagements which have been authorised by the EVP Financial Control, Risk Management, Pensions & Sustainability. These authorities are reviewed regularly and, where necessary, updated in the light of internal and external developments. Since the appointment of KPMG in 2014 the level of non-audit fees has been below 7% of the annual statutory audit fee. The level of other audit fees has been below 6% of the annual statutory audit fee except for 2017 (41%), 2018 (24%) and 2020 (32%) due to assurance work relating to the disposal of our Spreads business (2017 and 2018) and assurance work relating to the separation of our Tea business (2020).
Evaluation of the Audit Committee
As part of the internal Board evaluation carried out in 2020, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2020. While overall the Committee members concluded that the Committee is performing effectively, the Committee agreed that given the Covid-19 crisis, to further enhance its effectiveness whilst operating virtually, it needed to ensure continued engagement with the Groups operations by organising virtual site visits.
John Rishton
Chair of the Audit Committee
Judith Hartmann
Susan Kilsby
72 | Unilever Annual Report on Form 20-F 2020 |
Responsibility Committee
Committee members and attendance
Attendance | ||||
Strive Masiyiwa Chair | 5/5 | |||
Youngme Moon | 5/5 | |||
Feike Sijbesma | 4/5 |
This table shows the membership of the Committee together with their attendance at meetings during 2020. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.
The Corporate Responsibility Committee (CRC) comprises three Non-Executive Directors: Strive Masiyiwa (Chair), Youngme Moon and Feike Sijbesma.
The Chief Supply Chain Officer, the Chief Sustainability Officer and the Chief Business Integrity Officer attend the Committees meetings. The Chief Legal Officer and Group Secretary may also join the Committees discussions.
Role of the Committee
The Corporate Responsibility Committee oversees Unilevers conduct as a responsible global business. Core to this remit has been the Committees tracking of the progress and potential risks associated with the decade-long Unilever Sustainable Living Plan (USLP). As the Plan came to its conclusion in 2020, the Committee will turn its attention to monitoring the companys progress as guided by its new Compass strategy (see page 8 to 9).
The Committee is also charged with ensuring that Unilevers reputation is protected and enhanced, so it must consider the companys influence and impact on stakeholders. Central to this is the need to identify any external developments that are likely to have an influence on Unilevers standing in society, and to ensure that appropriate and effective communications policies are in place to support the companys reputation.
Reviewing health and safety and ensuring Unilevers Code of Business Principles continues to reflect best practice are also within the Committees scope. Complementing the CRCs role, the Audit Committee is responsible for reviewing significant breaches of the Code of Business Principles as part of its remit to review risk management and for overseeing the independent assurance programme for the USLP and Unilevers new strategy, the Compass.
The CRCs discussions are informed by the experience of the Unilever Leadership Executive as those accountable for driving responsible and sustainable growth through Unilevers brands and operations. Other senior leaders are invited to the Committee to share their perspectives and insights on key issues and external developments. These in-depth discussions ensure the Committee stays alert to current and emerging trends and any potential risks arising from sustainability issues. The Committee captures these insights for the Board through formal feedback and the ongoing sharing of knowledge.
During 2020 the Committee reviewed its terms of reference and agreed that minor modifications were required to reflect Unification.
The Committees terms of reference are set out at
www.unilever.com/corporategovernance |
Meetings are held quarterly and ad hoc as required five were held in 2020, including an additional meeting to agree the scope of the Management Co-Investment Plan (MCIP) 2021 Sustainability Progress Index. The Committee Chairman is responsible for reporting the findings from meetings to the Board, thus ensuring that the Board can fulfil their oversight responsibilities.
Following the Committees terms of reference and Unilevers principal risks, in 2020 the Committees agenda covered the Code and third-party compliance, safety, plastic packaging, the USLP and Compass strategy, corporate reputation and litigation.
During the year, the Committee also addressed a range of other strategic and current issues. How Unilever handled the Covid-19 pandemic was
first and foremost in these discussions, but other topics spanned human rights, how Dove puts its brand purpose into action and the companys activities and advocacy at the World Economic Forum.
How the Committee has discharged its responsibilities
In 2020, the Committees principal activities were as follows:
Code of Business Principles
The Code and associated Code Policies set out the standards of conduct expected of all Unilever employees in their business endeavours. Compliance with these is an essential element in ensuring Unilevers continued business success and is identified as an ethical, legal and regulatory risk to Unilever (see page 50).
The Corporate Responsibility Committee is responsible for oversight of the Code and Code Policies, ensuring that they remain fit for purpose and are appropriately applied. It maintains close scrutiny of the mechanisms for implementing the Code and Code Policies. This is vital as compliance is essential to promote and protect Unilevers values and standards, and hence the good reputation of the Group.
In 2020, the Code of Business Principles was refreshed to include the provision of a living wage for employees, ethical use of data, a greater focus on health and safety by including mental wellbeing, and a commitment to transparency.
At each meeting the Committee reviews an analysis of investigations into non-compliance with the Code and Code Policies and discusses any trends arising from these investigations.
The Committee also considers litigation and regulatory matters which may have a reputational impact and reviews a summary of any significant developments at each meeting. These matters include environmental issues, anti-bribery and corruption and competition law compliance
The Committee studied Unilevers latest methodology for assessing anti-bribery and corruption risks and the comprehensive mapping of these risks by country and business activities. These and a number of other initiatives have helped Unilever move to Band A of Transparency International UKs Anti-Corruption Compliance Benchmark.
It also reviewed the range of programmes Unilever runs to ensure it complies with the growing number of competition laws worldwide as well as its own Code of Business Principles policy on competition.
Principles and standards for third parties
Extending Unilevers values to third parties is essential if Unilever is to generate responsible growth and a positive social impact on the industry.
A lack of third-party compliance can pose a significant risk to the business, (see principal risks, page 50), so the Committee examines Unilevers compliance programmes in detail to ensure risks are minimised.
At each meeting, the Committee tracks compliance with Unilevers Responsible Sourcing Policy (RSP) for suppliers and its Responsible Business Partner Policy (RBPP) for customers and distributors. Together they set out Unilevers requirements that third parties conduct business with integrity and respect for human rights and core labour principles. In 2020, responsibility for supplier compliance was transferred from Supply Chain into the Business Integrity function allowing a clearer segregation of responsibilities for running the RSP and its compliance oversight. Sourcing 100% of Unilevers procurement spend in line with the RSP was a target within the USLP. See page 30 for details.
Safety and security
The need to keep people safe came to the fore in the face of Covid-19. At the outset of the pandemic, the Committee emphasised the vital role a global business can play in protecting not only its own workers but local communities through pooling resources and sharing knowledge with governments and partners.
Unilever Annual Report on Form 20-F 2020 | 73 |
The Committee requested an ongoing update of Unilevers Covid-19 preparations and actions across its business and supply chain. Unilevers approach centred on ensuring business continuity and ensuring people were physically equipped and felt psychologically secure in the workplace or when working from home, see page 16. While setting up and putting in place detailed guidance and protocols to ensure that its factories continued to operate in 2020, Unilever maintained its safety standards and continued to protect people from accidents. Total Recordable Frequency Rate (TRFR) improved, but sadly two contractors and one employee lost their lives (see page 17).
Recognising the potential burden on mental health imposed by the pandemic, the Committee probed Unilever on how it is supporting its employees. Unilever has longstanding employee assistance programmes which are accessible to all employees. More use was made of these programmes during the year as the demands of the pandemic started to affect peoples wellbeing (see pages 16 to 17). The Committee commended these programmes and the thoroughness of the approach, counselling Unilever to maintain its monitoring and protection of employees wellbeing.
The Committee also examined Unilevers approach to security. As a global business, Unilever operates in many countries, some of which suffer from a weak rule of law or from growing social and political unrest. Similarly, cyber threats continue to expand. The business continues to upgrade its resilience programmes to protect its people and assets.
Taking action on plastics, climate and nature
Packaging waste and single-use plastic in particular continued as high priorities for the business and society in 2020. Unilevers goals cover using more recycled and less virgin plastic, improving the recyclability of plastic and an industry-leading commitment to an absolute reduction in plastic (see pages 10 and 29). Covid-19 has impacted a number of these activities but Unilever has remained committed to its goals and much progress was maintained during the year.
The effects of climate change and nature loss are becoming ever more apparent and increasingly urgent. In June Unilever set out new and stretching goals on climate and nature (see pages 10 and 28 to 29). These succeed the targets in the Unilever Sustainable Living Plan.
Taking action on living standards and creating opportunities
Unilever has developed ambitious new social goals to complement its environmental goals, recognising the interdependence of people and planet. The new goals set out to contribute to a fairer and more socially inclusive world.
The first of these goals sets out to ensure that everyone who directly provides goods and services to Unilever will earn at least a living wage or income by 2030. It will also create more opportunities for people by: being more inclusive, removing barriers and reaching under-represented groups; increasing representation of diverse groups in its advertising; and upskilling its workforce and helping young people get ready for work (see pages 17 to 18). Unilever scrutinises its social strategy from a gender perspective, drawing on respect for human rights as the foundational principle underpinning its approach.
Diversity and inclusion
The Committee discussed Unilevers approach to diversity and inclusion as the Black Lives Matter movement gathered pace during the year. Alongside its new social goals, Unilever has strengthened its focus on race, establishing a racial and ethnic equity taskforce to deliver its racial equity strategy. Race runs in tandem with the other elements of Unilevers equity, inclusion and diversity strategy, namely gender, disability and LGBTQI+ (see page 19).
Protecting and enhancing Unilevers reputation
Ensuring its good reputation is maintained is vital to Unilevers ongoing success. As activism rises, commentary on issues such as deforestation for palm oil or animal testing can travel faster and wider than ever before, while social media continues to amplify and accelerate issues. As noted above, one of the most significant changes in 2020 was the spotlight placed on businesses by the Black Lives Matter movement.
As the Committee charged with overseeing Unilevers reputation, members scrutinised Unilevers processes for managing issues. These proactive processes are defined within a clear governance framework and have been enhanced with more sophisticated forecasting techniques to gauge likely future issues and extended training.
Sharing expert perspectives
The Unilever Sustainability Advisory Council comprises external experts from fields as diverse as human rights, gender and the environment. Its role is to provide an independent view and challenge as strategies are mapped out and implemented by Unilevers management.
In spring 2020, the Council came together with the Board to share insights and perspectives. The meeting addressed a number of crucial issues: deforestation and eco-system protection; gender, inclusion and diversity; and human rights.
These discussions offered the Board the chance to examine how Unilevers strategies are viewed by the different stakeholder groups represented on the Council, and to probe the impact Unilevers strategies have delivered.
Management Co-investment Plan
Unilevers Reward Framework includes the Management Co-investment Plan (MCIP), a long-term incentive plan that is linked to financial and USLP performance (see pages 92 to 93).
To come to a view on the USLP, the Corporate Responsibility Committee and the Compensation Committee evaluate performance against a Sustainability Progress Index (SPI).
The SPI is an assessment that captures quantitative and qualitative elements. Firstly, it considers the 2019 performance on USLP targets reported on Unilevers website, alongside performance evidenced in a number of sustainability ratings and indices. These targets illustrate how Unilever aims to address a number of its principal risks, such as brand preference, climate change, plastic packaging, supply chain and ethics (see our risks on pages 46 to 50). The second part of the assessment takes into account Unilevers wider progress on sustainability.
Following an in-depth discussion of the SPI, the Corporate Responsibility Committee agreed a performance rating which was endorsed by the Compensation Committee. This joint assessment forms part of the Compensation Committees overall recommendation on MCIP (see page 93).
Subject to shareholder approval at the 2021 AGM, the Performance Share Plan (PSP) replaces the MCIP as the sole long term incentive plan. The performance measures for the PSP will continue to include the currently used Sustainability Progress Index (see pages 92 to 93).
For 2021, PSP SPI awards will be assessed against the final year of the USLP (performance in 2020). A new SPI will be agreed to reflect Unilevers Compass strategy. This will apply to PSP awards made from 2022 onwards.
Evaluation of the Corporate Responsibility Committee
As part of the internal Board evaluation carried out in 2020, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2020 and concluded that it was working effectively.
Members agreed to enhance the working of the Committee by including more external perspectives in its discussions and by continuing to fine-tune how it assesses the SPI.
www.unilever.com/planet-and-society |
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Youngme Moon
Feike Sijbesma
74 | Unilever Annual Report on Form 20-F 2020 |
Report of the Nominating and Corporate
Governance Committee
Committee members
and attendance
Attendance | ||||
Nils Andersen Chair | 4/4 | |||
Laura Cha | 3/4 | |||
Marijn Dekkers (Member until 30 April 2020) |
2/2 | |||
Andrea Jung (Member since 30 April 2020) |
2/2 | |||
Feike Sijbesma | 4/4 |
This table shows the membership of the Committee together with their attendance at meetings during 2020. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.
The Committee is comprised of three Non-Executive Directors and the Chairman. The Group Secretary acts as secretary to the Committee. Other attendees at Committee meetings in 2020 were the Chief Executive Officer and the Chief HR Officer.
Role of the Committee
The Nominating and Corporate Governance Committee is primarily responsible for periodically assessing the structure, size and composition of the Board evaluating the balance of skills, experience, independence, diversity and knowledge on the Board; ongoing succession planning (including the development of a diverse pipeline for succession); drawing up selection criteria and appointment procedures for Directors; reviewing the feedback in respect of the role and functioning of the Board Committees arising from Board and Board Committee evaluations; and, periodic reviewing and assessing Unilevers practices and procedures in relation to workforce engagement. It also has oversight of all matters relating to corporate governance and brings any issues in this respect to the attention of the Board.
The Committees terms of reference are set out in The Governance of Unilever which can be found on our website at
www.unilever.com/corporategovernance
During the year, the Committee reviewed its own terms of reference to determine whether its responsibilities are properly described. The amended terms became effective on 29 November 2020.
In 2020 the Committee met four times. At the start of the year the Committee considered the results of the Committees annual self-evaluation for 2019 and its priorities for the year and used these to help create an annual plan for meetings for 2020.
Appointment and reappointment of Directors and ULE
Reappointment of Directors
All Directors (unless they are retiring) are nominated by the Board for re-election at the AGM each year on the recommendation of the Committee who, in deciding whether to recommend nomination of a Director, take into consideration the outcomes of the Chairmans discussions with each Director on individual performance, the evaluation of the Board 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 Board 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
www.unilever.com/committees
Marijn Dekkers retired from the Board and did not put himself forward for reappointment at the AGMs in April 2020. The Committee proposed the reappointment of all other Directors and the Directors were appointed by shareholders by a simple majority vote at the AGMs bringing the then number of Non-Executive Directors from eleven to ten.
The Committee also recommends to the Board candidates for election as Chairman and Senior Independent Director. After being reappointed as Non-Executive Director at the 2020 AGMs, Youngme Moon remained the Senior Independent Director.
Committee Chairs remained in place in 2020 with John Rishton as Chair of the Audit Committee, Strive Masiyiwa as Chair of the Corporate Responsibility Committee, Vittorio Colao as Chair of the Compensation Committee and Nils Andersen as Chair of the Nominating and Corporate Governance Committee.
On 18 February 2021 Vittorio Colao stepped down as a director. Andrea Jung has replaced Vittorio Colao as Chair of the Compensation Committee.
Succession planning and Board changes
In consultation with the Committee, the Board reviews the adequacy of succession planning processes and the actual succession planning at Board level.
When recruiting, the Committee will take into account the profile of Unilevers Board 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 Board 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 Board 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 Board is to have a variety of nationality, race, gender, ethnicity, social background and relevant skills and expertise. It is important that the Board has sufficient global experience and outlook, and financial literacy. As discussed later in this Report, Unilever currently has a diverse Board 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 65, composition and capabilities in line with our Board profile described above.
ULE succession planning and appointment
In consultation with the Committee, the Board reviews the adequacy of succession planning processes and the actual succession planning at ULE level.
Unilever Annual Report on Form 20-F 2020 | 75 |
Diversity Policy
Unilever has long understood the importance of diversity and inclusion within our workforce because of the wide range of consumers and other stakeholders we connect with globally. This goes right through our organisation, starting with the Board.
Unilevers Board Diversity Policy, which is reviewed by the Committee each year, is reflected on our website at
www.unilever.com/boardsofunilever
The Board believes that the composition and quality of the Board should be in keeping with the size and geographical spread of Unilever, its portfolio, culture and status as a listed company. A diverse Board with a range of views enhances decision-making which is beneficial to the companys long-term success and in the interests of Unilevers stakeholders. Thus, the Board believes that Unilever Directors must be selected on the basis of wide-ranging experience, backgrounds, skills, knowledge and insight with a continuing emphasis on diversity of its members.
In 2020, the Committee also reviewed and considered relevant recommendations on diversity and remains pleased that 50% of our Non-Executive Directors and 42% of all Directors were women and that nine nationalities were represented on the Board. As regards ethnicity, in 2020 eight directors identified themselves as White, three Directors identified themselves as Asian and one Director identified himself as Black. Further details on our approach to diversity and inclusion as well as gender balance of our workforce can be found on page 19.
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 2020, developments on the virtual Shareholder meetings, pay gap reporting and Boardroom diversity were discussed by the Committee.
Evaluation of the Nominating and Corporate Governance Committee
As part of the Board evaluation carried out in 2020, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own composition and performance in 2020. The Committee members concluded that the Committee is performing effectively.
Nils Andersen
Chair of the Nominating and Corporate Governance Committee
Laura Cha
Andrea Jung
Feike Sijbesma
76 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report
Committee members and attendance
Attendance | ||||
Andrea Jung Chair | 7/7 | |||
Vittorio Colao (Member and Chair until 18 February 2021) |
7/7 | |||
Nils Andersen | 7/7 | |||
Laura Cha (Member as from 30 April 2020) |
4/4 | |||
Marijn Dekkers (Member until 30 April 2020) |
3/3 |
This table shows the membership of the Compensation Committee (Committee) together with their attendance at meetings during 2020. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.
Letter from the Chair
Dear shareholders,
As the Committee Chair, I am pleased to present Unilevers Directors Remuneration Report 2020. In the sections below, I set out:
◾ | our business performance in 2020 and how it links to key remuneration outcomes for the year; and |
◾ | our new Remuneration Policy, which is being presented for shareholder approval at the May 2021 AGM. |
Business performance and remuneration
Unilever demonstrated in 2020 resilience and agility in the face of an unprecedented and continuing global crisis.
Throughout the Covid-19 pandemic, Unilever acted decisively to place health, safety and wellbeing of our people worldwide at the forefront of our decisions during this extraordinary period. Our supply chain teams and frontline employees maintained production levels across 290 manufacturing sites and were able to ensure the supply of essential hygiene and food products. We protected our workforce from sudden drops in pay arising from market disruption or from being unable to undertake their role. This protection covered not only our employees but also contractors and others who we manage or who work on our sites, on a full- or part-time basis. Unilever has delivered this protection without seeking any direct financial support from any government worldwide.
During 2020, Unilever moved quickly to focus the business on competitive growth, absolute underlying operating profit and Free Cash Flow delivery. The business responded swiftly to shifts in customer demand patterns. Growth was driven by hand and home hygiene products and in home food and refreshments. Food service and out of home ice cream sales declined, impacted by channel closures. As people stayed at home and had fewer opportunities to socialise, they spent less time on personal care which impacted sales in much of the Beauty and Personal Care business. Online channels grew strongly, and our e-commerce business grew significantly. Alongside growing competitively with an increase in underlying sales of 1.9%, Unilever generated underlying operating profit of 9.4 billion and Free Cash Flow of 7.7 billion, an increase of 1.5 billion compared to the prior year.
Unilever maintained its quarterly shareholder dividend throughout the year, and increased it in the fourth quarter, reflecting our confidence in the prospects for our business as the impact of the pandemic on our markets became clearer.
Outcomes for 2020 annual bonus
The formulaic outcome for the 2020 annual bonus plan against targets that were set before the Covid-19 pandemic came into view was 48% as detailed in the chart on page 90.
After careful consideration, the Committee decided neither to change the targets in response to the pandemic nor to exercise discretion on the formulaic outcome, which therefore will be applied for the Executive Directors and members of the Unilever Leadership Executive (ULE).
Accordingly, the Committee confirmed a bonus of 48% of target opportunity for both the CEO Alan Jope (resulting in a bonus of 72% of fixed pay against a target of 150%), and the CFO Graeme Pitkethly (resulting in a bonus of 58% of fixed pay against a target of 120%).
Outcomes for GSIP and MCIP vesting in 2021
Whilst we have fallen short of our multi-year 3-5% growth ambition, we were well on track to achieve our Underlying Operating Margin improvement (UOM) ambition of 20% before the impact of Covid-19. Our Free Cash Flow was well ahead of target and our Return On Invested Capital (ROIC) was in the high teens. We faced challenges delivering our Underlying Earnings Per Share (EPS) Growth targets due to the negative impact of Covid-19 and the headwind of elevated translation currency impacts. Over the past three years (2018-2020) Total Shareholder Return (TSR) did not reach the threshold for vesting. We continued to make strong progress on our USLP agenda, achieving a 130% outcome for the Sustainability Progress Index.
After careful consideration, the Committee decided neither to change the targets for these long-term incentive plans in response to the pandemic nor to exercise discretion on the formulaic outcomes. The following outcomes therefore will be applied for respective Executive Directors and members of the Unilever Leadership Executive (ULE).
The formulaic outcome for the 2017-2020 Management Co-Investment Plan (MCIP) was 83% of target as detailed in the chart on page 92, (corresponding to a vesting of 42% of the maximum of 200% for our two Executive Directors), as detailed on page 92.
The formulaic outcome for the 2018-2020 Global Share Incentive Plan (GSIP) was 52% of target as detailed in the chart on page 91 corresponding to a vesting of 26% of the maximum of 200% for the CFO (who received an award in 2018 under this plan), as detailed on page 91.
Our new Remuneration Policy for 2021
Our Remuneration Policy was last approved at the May 2018 AGM. Consequently, it reaches the end of its three-year approval period and a new Remuneration Policy is being presented for shareholder approval at the May 2021 AGM.
The Committee has closely monitored the external environment on pay together with shareholder views and feedback from employees at all levels on the current reward structure.
The key changes we are proposing to make to our Executive Directors Remuneration Policy are to:
◾ | replace the current long-term incentive plan, MCIP, with a new Performance Share Plan (PSP) that is entirely separate from the annual bonus plan; |
◾ | replace the voluntary investment of bonus through MCIP with a mandatory deferral of 50% of the annual bonus in shares for three years; |
◾ | set performance measures for the PSP that are strategically aligned with the business, as outlined below; and |
◾ | reduce the long-term performance period from four to three years while maintaining a five-year period from award to release on PSP by increasing the retention period from one year to two years. |
Unilever Annual Report on Form 20-F 2020 | 77 |
The Committee is making these changes to:
◾ | simplify remuneration arrangements; |
◾ | enable the Committee to set stretching but achievable performance targets over realistic timeframes; |
◾ | make incentives more resilient and less dependent on the outcome of the short term incentive; |
◾ | deleverage incentives by separating the short- and long-term incentive plans (that were previous linked through MCIP); |
◾ | reduce maximum pay; |
◾ | maintain our Executive Directors overall pay at a relatively restrained level compared to peers; and |
◾ | more closely align Unilevers reward structure with standard market practice. |
Having undertaken an extensive consultation exercise before finalising the new Remuneration Policy, the Committee believes it can be fully supported by the great majority of our shareholders.
As with our previous Reward Framework, Unilever will cascade the new approach across our 14,400+ managers throughout the whole business worldwide. Many of the most junior colleagues have shared feedback that they find the current MCIP structure complex and financially burdensome, which may negatively impact the motivational effectiveness of current remuneration arrangements. The Committee is satisfied that the new structure addresses these issues, and is therefore confident that the new approach will be well received by employees.
Changes to Remuneration Policy
The key changes in the new Executive Directors Remuneration Policy are summarised in the following sections.
Change in target and maximum pay levels
In moving from the current MCIP to the proposed PSP structure, the annual bonus opportunity remains unchanged while the potential value of the long-term PSP has been increased at target and decreased at maximum. The overall result is an increase in target pay of 13%/12% for the CEO/CFO respectively and decrease in maximum pay of 6% for both individuals.
As fixed pay and annual bonus remain unchanged, the increase in target pay opportunity can only be realised through the delivery of long-term performance against stretching three-year performance conditions with any such award held in Unilever shares for a further two years. This strengthens alignment of Executive Directors pay to the long-term performance of the business and the shareholder experience, while reducing the level of maximum pay.
In determining the quantum for pay, the Committee did consider external benchmarking data against a group of comparable major European companies, as detailed on page 79. Whilst the Committee is neither led by benchmarking data, nor targets a specific benchmark position, this data provides an important reference point to ensure that pay levels for the Executive Directors of Unilever are not significantly out of line with the market. Under the proposed policy, total target compensation is around lower quartile for our CEO and around median for our CFO. The Committee is mindful that this relatively low market position is in contrast to Unilevers market capitalisation in the top quartile of the comparator group. The Committee believes this market benchmarking data clearly shows that the proposals do not provide excessive levels of remuneration versus the market. Furthermore, the Committee believes that a lower level of target compensation than proposed would create undue risks in terms of retention and or any future recruitment.
Incentive performance measures for 2021
Our proposed annual bonus policy continues to state that at least 70% of measures must be financial in nature. For 2021 all of our proposed measures are financial and they are the same as for 2020:
◾ | Underlying Sales Growth (1/3); |
◾ | Underlying Operating Margin (1/3); |
◾ | Free Cash Flow (1/3). |
The Committee continues to believe that these are the best measures to assess one year financial performance at Unilever.
We are proposing a new set of metrics for our long-term incentive, PSP, to further strengthen strategic alignment to the companys longer term aims:
◾ | Competitiveness: % Business Winning Market Share (25%); |
◾ | Cumulative Free Cash Flow (25%); |
◾ | Return On Invested Capital (ROIC) (25%); |
◾ | Sustainability Progress Index (25%). |
The rationale for each of the proposed PSP performance measures for 2021 is set out below:
◾ | Competitiveness: % Business Winning Market Share: Winning market share across our portfolio is a key strategic driver for long-term sustainable growth. Accordingly, this measure assesses, each year, the aggregate turnover of portfolio components (country/category cells) where Unilever is gaining market share as a % of total turnover that is measured by market data. It measures what proportion of our revenue is being generated when growing market share versus our competitors. In adopting this measure, the Committee has confirmed the focus on gaining share across the breadth of our portfolio and believes this is the best method to track progress. As with other measures, the Committee will undertake a supplementary evaluation, to confirm that the outcome of this measure provides a good and fair assessment of how competitiveness is contributing to Unilevers growth performance. |
◾ | Cumulative Free Cash Flow measure: Free Cash Flow from operating activities in current currency ensures sufficient cash is available to fund a range of strategic capital allocation choices. |
◾ | Return On Invested Capital (ROIC): Supports disciplined investment of capital within the business and encourages acquisitions which create long-term value. |
◾ | Sustainability Progress Index (SPI): Building a sustainable business that benefits multiple stakeholders continues to be Unilevers Business model. Consequently, the Committee has resolved to retain SPI as a long-term performance measure. |
Engaging with shareholders
Before finalising the new Remuneration Policy, the Committee consulted with shareholders, and major proxy advisers including the Investment Association, ISS, Glass Lewis, Hermes and Eumedion on the new Policy. I would like to take this opportunity to thank all of the shareholders and proxy voting agencies for their time spent engaging with us and providing commentary on our proposed changes to our Directors Remuneration Policy.
Through this consultation process, the Committee was pleased to receive overwhelming support for the main structural changes to our Remuneration Policy. In particular, shareholders were supportive of delinking the annual bonus from the long-term incentive opportunity through the discontinuation of MCIP and its replacement with the new PSP, together with mandatory deferral of half the annual bonus award in Unilever shares for three years.
78 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
During our consultation process, a significant number of investors expressed a strong view that they would prefer ROIC to be retained as a performance measure within the PSP instead of the introduction of relative total shareholder return (TSR), as we had originally proposed. The Board is committed to generating superior returns on capital for our investors and whilst the Committee felt that a relative TSR measure would more closely reflect the shareholder experience we reflected on the feedback and decided to retain ROIC within the PSP, in line with the views expressed by shareholders.
Some shareholders asked if we will maintain the current policy limits to discretion i.e. that formulaic incentive outcomes can be adjusted upwards and downwards by up to 25% for annual bonus and 10% for the long-term incentive. In line with the UK Corporate Governance Code and best practice the Committee decided to remove these limits so that the Committee can use discretion fully to override any formulaic outcome (including to nil) that does not accurately reflect the outcome the Committee considers to be appropriate to the circumstances.
Executive Director fixed pay increases
There will be no fixed pay review for the Executive Directors in the first half of 2021. Such a review will take place in the second half of 2021, with any potential changes based on performance, external circumstances and salary increases for the wider workforce.
CEO and CFO Target Total Pay
Alan Jope CEO 000 p.a. |
Graeme Pitkethly CFO 000 p.a. |
|||||||||||||||||
Proposed
Policy |
Current
Policy |
Proposed
Policy |
Current
Policy |
|||||||||||||||
Fixed pay | 1,508 | 1,508 | 1,136 | 1,136 | ||||||||||||||
Bonus (% fixed pay) |
|
2,262
(150 |
%) |
|
2,262
(150 |
%) |
|
1,363
(120 |
%) |
|
1,363
(120 |
%) |
||||||
PSP (% fixed pay) |
|
3,016
(200 |
%) |
n/a |
|
1,817
(160 |
%) |
n/a | ||||||||||
MCIP* Match share award | n/a |
|
2,273
(150 |
%) |
n/a |
|
1,370
(120 |
%) |
||||||||||
Total Compensation | 6,786 | 6,043 | 4,316 | 3,869 |
CEO and CFO Maximum Total Pay
Alan Jope CEO 000 p.a. |
Graeme Pitkethly CFO 000 p.a. |
|||||||||||||||||
Proposed
Policy |
Current
Policy |
Proposed
Policy |
Current
Policy |
|||||||||||||||
Fixed pay | 1,508 | 1,508 | 1,136 | 1,136 | ||||||||||||||
Bonus (% fixed pay) |
|
3,393
(225 |
%) |
|
3,393
(225 |
%) |
|
2,045
(180 |
%) |
|
2,045
(180 |
%) |
||||||
PSP (% fixed pay) |
|
6,032
(400 |
%) |
n/a |
|
3,635
(320 |
%) |
n/a | ||||||||||
MCIP* Match share award | n/a |
|
6,820
(450 |
%) |
n/a |
|
4,110
(360 |
%) |
||||||||||
Total Compensation | 10,933 | 11,721 | 6,816 | 7,291 |
The figures in these tables are calculated pursuant to UK requirements.
* MCIP at maximum (67%) investment of bonus.
Engaging with employees
As previously announced, the Board decided to share the responsibility for workforce engagement among all Non-Executive Directors to ensure that all Directors have a collective responsibility for bringing employee views into relevant board discussion. We continued these engagements in 2020, see page 63 for a summary of the discussions that took place. I also communicated to all employees to provide an update of Unilevers Executive Directors remuneration, highlighting how this aligns with employees remuneration and with our medium and long-term purpose and strategy. In the context of the renewal of the Remuneration Policy the Committee was briefed on employee feedback on the introduction of the new Reward Framework that was gathered through surveys, interviews, focus groups and consultation with the relevant employee representative bodies. See page 84.
Implementation report
The annual report on remuneration in this report describes 2020 remuneration in detail together with the planned implementation of the proposed Remuneration Policy in 2021 (including remuneration decisions for 2021). It also includes a description of the Committees key activities in the year.
On behalf of the Committee and the entire Board, I thank all shareholders and their representatives for their constructive engagement in 2020 and look forward to your support for our remuneration related proposals at the 2021 AGM.
Andrea Jung
Chair of the Compensation Committee
Unilever Annual Report on Form 20-F 2020 | 79 |
Directors Remuneration Policy
Policy report
The following sets out our new Directors Remuneration Policy (the Remuneration Policy). It fundamentally continues our existing policy principles with some key proposed changes, which are discussed below.
This new Remuneration Policy will be presented for approval by shareholders at the 2021 AGM 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 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 | Opportunity | |
Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individuals skills, experience, performance and role within the Group.
Operation
Set by the Board 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 individuals skills, experience and performance; and ◾ pay and conditions across the wider organisation.
Performance measures
n/a |
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 Committees opinion, a significant change in an Executive Directors scope or role; ◾ where a new Executive Director has been appointed to the Board 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 25% for each Director.
Supporting information
The maximum aggregate increase to fixed pay has been increased to 25% over the life of this Policy. This change is being made to provide the Committee flexibility in the case of any unforeseen circumstances. The Committee would engage with shareholders in the event that a material fixed pay increase is proposed.
|
* The current peer group includes Anheuser-Bush InBev, Bayer, BP, British American Tobacco, Danone, Diageo, GlaxoSmithKline, Heineken, Hermes Intl., LOréal, LVMH, Nestlé, Novartis, Reckitt Benckiser, Royal Dutch Shell, Sanofi, Total and Volkswagen (XET). The peer group used for benchmarking purposes is reviewed regularly and companies are added and/or removed at the Committees discretion to ensure that it remains appropriate. |
Benefits
|
||
Purpose and link to strategy | Opportunity | |
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.
Executive Directors are entitled to participate on the same terms as all UK employees in the Unilever PLC Sharebuy Plan.
|
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.
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.
|
80 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Unilever Annual Report on Form 20-F 2020 | 81 |
Performance Share Plan (PSP)
|
||
Purpose and link to strategy | Performance measures | |
Operation
The Performance Share Plan (PSP) replaces the Management Co-Investment Plan (MCIP) as the sole long-term incentive plan (LTIP). Under the PSP, Executive Directors are granted rights to receive free shares on vesting (awards) which normally vest after three years, to the extent performance conditions (described below) are achieved. Upon vesting, Executive Directors will have an additional two-year retention period (during which shares cannot be sold) to ensure there is a five-year duration between the grant of the award and release of the shares.
Ultimate remedy/malus and claw-back provisions apply (see details on page 81).
Opportunity
The maximum annual grant available under this Policy is 400% of fixed pay.
The normal maximum award for the CEO is 400% of fixed pay, and for the CFO is 320% of fixed pay. At target 50% of maximum vests, equating to 200% and 160% of fixed pay respectively. 0% of the award will vest for below threshold performance. The amount payable for threshold performance will be disclosed for each metric in the relevant directors remuneration report.
Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Dividends or dividend equivalents will also be payable in respect of dividends paid during the retention period. |
The Committee sets performance measures for each PSP award. These will be tested over the three financial years starting with the financial year in which the award is granted.
The performance measures for the PSP grants in 2021 will be: Competitiveness: % Business Winning Market Share (% Business Winning), Cumulative Free Cash Flow (current FX rates), Return On Invested Capital (ROIC), and Sustainability Progress Index (SPI). ROIC and SPI are used currently and the other two measures are new. Each measure will have 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 these performance measures to reflect its assessment of the underlying long-term performance. The use of any discretion will be fully disclosed and explained in the directors remuneration report for the year to which discretion relates.
Supporting information
Maximum opportunity as a percentage of fixed pay has reduced from 450% of fixed pay under the previous MCIP to 400% of fixed pay for the CEO under the PSP and from 360% of fixed pay to 320% of fixed pay for the other Executive Directors. Conversely, target opportunity has increased from 150% of fixed pay to 200% for the CEO and from 120% to 160% for other Executive Directors. As per the rationale included in the chairmans letter this increase in target opportunity will only be realised subject to performance against stretching three-year performance conditions and will be delivered fully in shares which executives will not be able to sell until five years after grant. |
|
The Policy sets out a single maximum opportunity that applies to any potential Executive Director, this is different to the previous policy which sets out different maximum opportunities for each Director. This is intended to simplify the Policy, and provide flexibility if needed over the course of the Policy. If the Committee sought to increase the annual grant for the CFO, it would only do so after engaging with shareholders. | ||
The PSP, which operates under the plan rules approved at the 2017 AGMs, is assessed over a three-year performance period and there is a retention period for executive directors for two additional years before those shares are released. This is the same total timeframe as the previous MCIP which had a four-year performance period and one-year holding period. | ||
The Committee can now override any formulaic outcome (including to nil), instead of being limited to adjusting by 10%. This is in line with best practice and the UK Corporate Governance Code. Any exercise of discretion will continue to be disclosed and explained in full in the relevant directors remuneration report. | ||
Previously the Committee considered the quality and sustainability of underlying performance if the outcomes of any annual bonus and the MCIP it was invested in exceeded 75% of maximum. This strict requirement is removed due to the delinking of annual bonus and long-term incentives. However, the Committee will continue to assess the quality and sustainability of performance when determining if any adjustments are required to overall formulaic outcomes.
|
Elements of previous policy that will continue
MCIP 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 directors remuneration reports for their respective years. This applies to the MCIP awards granted in 2017, 2018, 2019 and 2020. 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: Claw-back is the recovery of payments made under the annual bonus (including deferred bonus shares) or vested LTIP awards, (both PSP awards under this Remuneration Policy, and awards under any previous remuneration policies). The Committee may decide to apply claw-back for up to three years from the payment of bonus awards, and up to two years from vesting for the PSP or MCIP awards (including where awards vest prior to or during the retention period), in the event of:
◾ a significant downward restatement of the financial results of Unilever; |
◾ error in calculation or misleading data; or |
◾ corporate failure. |
Claw-back may apply to all or part of a participants payment or award and may be effected, among other means, by reducing outstanding awards, or requiring the return of the net value of vested awards to Unilever.
82 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Malus: Malus is the adjustment of bonus, unvested deferred bonus awards or unvested LTIP awards (both PSP awards under this Remuneration Policy, and predecessor awards under any previous remuneration policies). The Committee may apply malus to reduce an award or determine that it will not vest or only vest in part. Malus applies to deferred bonus awards during the three-year deferral period and to unvested LTIP awards (PSP awards under this Remuneration Policy and predecessor awards under any previous remuneration policies) during the vesting period and retention period, in the event of:
◾ a significant downward restatement of the financial results of Unilever; |
◾ gross misconduct or gross negligence; |
◾ material breach of Unilevers Code of Business Principles or any of the Unilever Code Policies; |
◾ breach of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses or serious reputation damage to Unilever; and |
◾ for PSP awards and deferred bonus awards, error in calculation or misleading data or corporate failure. |
The annual bonus will also be subject to malus on the same grounds as apply for deferred bonus awards and unvested LTIP awards. This power is an addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.
Ultimate remedy: Awards under the PSP (and predecessor long-term incentives under any previous remuneration policy) are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committees opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilevers performance against non-financial measures.
These powers are in addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.
Ultimate remedy/malus and claw-back will not apply to an award which has been exchanged following a change of control and claw-back will not apply where an award vests on a change of control.
Committee discretion to amend targets/measures: For PSP awards (or MCIP awards under the previous policy) and annual bonus, the Committee may change a performance measure or target (including replacing a measure) in accordance with the awards terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so. The Committee may also adjust the number or class of shares subject to MCIP, PSP and deferred bonus awards if certain corporate events (e.g. rights issues) occur.
The Committee will continue to review targets on all unvested awards in the event of any material acquisitions or disposals that were not included in the financial plan, or were not anticipated at the time of target setting. The Committee may make adjustments if deemed appropriate to ensure that all targets remain relevant and equally stretching in light of any M&A activity, other corporate events, or any other event that the Committee considers to be material, that was not foreseen at the time of target setting.
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 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 and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever. For these purposes, payments includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are agreed at the time the award is granted.
Remuneration scenarios: our emphasis on performance-related pay
It is Unilevers policy that the total remuneration package for Executive Directors should be competitive with other global companies and that a significant proportion should be performance-related.
For the remuneration scenarios below, the maximum and target pay opportunities have been chosen to be consistent with the current levels for Executive Directors. In reviewing the appropriate level of pay opportunity for the Executive Directors, the Committee considers internal and external comparators. Although pay is not driven by benchmarking, the Committee is aware that pay needs to be within a reasonable range of competitive practice. The Committee notes that total target pay is slightly below lower quartile for the CEO and slightly below median for our CFO for the benchmark group used by the Committee.
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 under below threshold, target and maximum performance scenarios.
Unilever Annual Report on Form 20-F 2020 | 83 |
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 January 2021 = 1,508,000. |
||||||||||
◾ Fixed pay for CFO = 1,135,960. |
||||||||||
◾ Benefits assumed to be around 56,000 for CEO and 38,000 for CFO. |
||||||||||
Variable remuneration |
Below threshold |
◾ |
No 2021 annual bonus payout and no vesting under the PSP. | |||||||
On target |
◾ |
Target payout of the 2021 annual bonus (150% of fixed pay for the CEO and 120% of fixed pay for the CFO). 50% of the bonus would be deferred for three years. | ||||||||
◾ |
Target vesting of 2021 awards under the PSP (200% of fixed pay for the CEO and 160% of fixed pay for the CFO). | |||||||||
Maximum |
◾ |
Maximum payout of the 2021 annual bonus (225% of fixed pay for the CEO and 180% of fixed pay for the CFO). 50% of the bonus would be deferred for three years. | ||||||||
◾ |
Maximum vesting under 2021 awards under the PSP (400% of fixed pay for the CEO and 320% of fixed pay for the CFO). | |||||||||
Maximum with 50% share price increase |
◾ |
As per maximum above, and in addition shows the impact of a share price increase of 50% from the date of grant to the date of vesting of the PSP award. The maximum remuneration payable to the CEO and CFO assuming a 50% share price between grant and vest of the PSP is EUR 14.01m and EUR 8.67m respectively. | ||||||||
Notes to variable remuneration |
◾ |
Dividends, dividend equivalents and (except as described above) share price movements are ignored for the purposes of the illustrations above. |
Approach to target setting
Performance measures are selected to align with Unilevers short-term performance targets and long-term business strategy objectives. Unilevers primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of a combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term and that will benefit all of our stakeholders.
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.
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.
The following sets out the performance measures for short- and long-term incentive plans to be awarded in 2021, as well as the business performance and the behaviours that they drive.
Performance measures and the link to strategy
Incentive plan |
Performance measure
|
Link to strategy
|
||
Short-term: Annual Bonus | Underlying Sales Growth (USG) at constant FX rates | Clear, simple and well understood measure supporting the achievement of Unilevers growth ambition. | ||
Underlying Operating Margin Improvement (UOM) at current FX rates | Underlines the importance of achieving increasingly profitable growth. | |||
Free Cash Flow (FCF) at current FX rates | Provides clear focus on the achievement of Unilevers cash generation ambition. | |||
Long-term: PSP | Competitiveness % Business Winning Market Share measure New measure for this policy | Growing faster than the market and so winning market share are key strategic drivers for our long-term sustainable growth. | ||
Cumulative Free Cash Flow at current FX rates measure New measure for this policy | Free Cash Flow from operating activities in current currency ensures sufficient cash is available to fund a range of strategic capital allocation choices. | |||
Return On Invested Capital (ROIC) at exit year % | Supports disciplined investment of capital within the business and encourages acquisitions which create long term value (an especially relevant measure for members of the ULE who make investment decisions). | |||
Unilever Sustainability Progress Index (Compass) (SPI) |
Unilever is committed to demonstrating that the Compass, our purpose-led, future-fit strategy, drives superior performance, which protects our consumers, people, planet and society, customers, suppliers and business partners and shareholders. To capture the breadth and depth of the Compass in relation to the SPI, the Corporate Responsibility Committee and Compensation Committee agree a number of key performance indicators (KPIs) to assess progress towards the Compass targets in our reported Compass sustainability commitments (see page 10). These KPIs illustrate how Unilever aims to address a number of its principal risks such as brand preference, climate change, supply chain and ethics (see Our risks on page 44).
For the 2021 PSP award, progress will be measured against the forerunner of the Compass, the Unilever Sustainable Living Plan (USLP). |
84 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Changes in pay policy generally
The key changes in the new Remuneration Policy are to:
◾ |
replace the current long-term incentive plan, the MCIP with the PSP a long-term incentive plan that is operated entirely separately from the annual bonus plan; |
◾ |
replace voluntary investment in the long-term incentive plan with a mandatory deferral of 50% of the annual bonus into shares or share awards, for three years; |
◾ |
change the performance measures for the long-term incentive plan (to maximise the strategic alignment as outlined above); |
◾ |
reduce maximum total pay; and |
◾ |
maintain a five-year period from award to release on PSP by reducing the performance period from four years to three years, and increasing the retention period from one year to two years. |
The Committee wants to increase the impact, traction and resilience of Unilevers incentives to drive sustainable long-term growth which can be better achieved with distinct short- and long-term incentive plans, enabling the Committee to set stretching but achievable performance targets over realistic timeframes. This change more closely aligns Unilevers reward structure with standard market practice.
By separating short- and long-term incentive plans the policy will further simplify executive pay. Currently, these are linked by our MCIP as the MCIP opportunity is driven by the outcome of the annual bonus plan. Delinking the two plans will deleverage incentives, reduce maximum pay and make our incentives more resilient and less dependent on the short-term incentive.
Change in target and maximum pay levels
In moving from the current MCIP to the proposed PSP structure, the quantum of the previous annual bonus has been unchanged and the quantum of the PSP has been increased at target and decreased at maximum. The overall result is an increase in target pay of 13%/12% for the CEO/CFO respectively and decrease in maximum pay of 6% for both individuals.
As fixed pay and annual bonus opportunities have been unchanged, this increase in target opportunity will only be realised subject to performance against stretching three-year performance conditions and will be delivered fully in shares which executives will not normally be able to sell until five years after grant. This is to create an even stronger alignment to both the long-term performance of the business and the shareholder experience, and to address shareholder comments on the levels of maximum pay available under the previous structure.
In determining the appropriate quantum, the Committee did consider external benchmarking data against a group of comparable major European companies. Whilst the Committee is not led by benchmarking data, or target a specific benchmark position, this data is used as a reference point to ensure that pay levels are not significantly out of line with the market. Under the proposed changes total target compensation is slightly below lower quartile for our CEO and slightly below median for our CFO. This is despite the fact that Unilever is above the upper quartile of this group by market capitalisation. The Committee believes this data shows that the proposals do not provide excessive levels of remuneration versus the market. In addition, the Committee believes that a lower level of target compensation would create undue risks in terms of retention or any future recruitment.
The Committee was also cognisant of the need to maintain a sufficient pay differential between the Executive Directors and the rest of the ULE and this modest increase at target pay helps the Committee to do this.
Application beyond the Board
Remuneration arrangements are determined throughout the Group based on the same principle: that reward should support our business strategy and should be sufficient to attract and retain high-performing individuals without paying more than is necessary. Unilever is a global organisation with employees at a number of different levels of seniority and in a number of different countries and, while this principle underpins all reward arrangements, the way it is implemented varies by geography and level.
In principle, all our managers participate in the same Unilever annual bonus scheme with the same performance measures based on Unilevers overall performance and the requirement to defer 50% of bonus also extends to the ULE. The intention is to extend the new policy across all of Unilevers 14,400+ managers worldwide in 2021. 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 continue to encourage all our employees to adopt an owners mindset with the goal of achieving our growth ambition, so they can share in the future long-term success of Unilever.
Stakeholders considerations:
Guided by our purpose-led and future-fit business model the Committee has applied a multi-stakeholder approach in reviewing the current reward framework in view of the 2021 policy renewal. The Committee has therefore engaged with various stakeholders, both internally and externally as set out below.
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 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.
In establishing the Future Reward Framework, Unilever conducted an employee survey amongst its WL1+ population to seek their views on Unilevers approach to reward. Interviews and focus groups have also been organised for the management population to receive feedback on the proposed Future Reward Framework. In addition, the company consulted with the European Works Council and employee representation bodies in other relevant jurisdictions. Employees value the mix between fixed and variable pay, and the various benefits (including non-cash benefits), but there is also a desire for more flexibility in reward to fit individuals different life stages. The Future Reward Framework is well received for its simplicity and market alignment. It is seen as a more competitive, inclusive and fair reward programme. The ability to receive the bonus in cash rather than having to invest it to receive a long-term incentive award is valued in times of uncertainty caused by the Covid-19 pandemic. More senior employees would have preferred the continuation of an attractive opportunity to investment in Unilever shares. Based on feedback from the European Works Council, we will continue to explore opportunities to widen and deepen Unilevers all-employee share scheme.
Fairness in the workplace is a core pillar of the Compass and incorporates our Framework for Fair Compensation. As part of our Frameworks living wage element, we are committed to pay a living wage to all our direct employees. At the end of 2020, 100% of Unilevers direct employees globally were paid at or above a certified living wage level. Further detail can be found on page 19. The living wage principle is also endorsed as good practice in Unilevers Responsible Sourcing Policy. The Committee already upholds its obligation under Section 172 of the UK Companies Act 2006 (see page 14) to consider the impact of what we do on our multiple stakeholders. These considerations shape the way the Committee looks at pay and sets pay rates for our Executive and Non-Executive Directors relative to our wider workforce. We will continue to advance these initiatives over the years ahead to enhance the livelihoods of all our employees.
www.unilever.com/planet-and-society
Unilever Annual Report on Form 20-F 2020 | 85 |
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 PSP components, and the performance measures for the incentives. Further details can be found on page 77.
Minimum shareholding requirement
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever (within five years from the date of appointment with extra time granted if requirements increase significantly) to align their interests with those of Unilevers long-term shareholders. The current requirement is 500% fixed pay for the CEO and 400% fixed pay for the CFO. All shares beneficially owned and any awards not subject to performance conditions (but, for example, subject to retention or deferral periods) count towards the shareholding requirement (on an estimated net of tax basis if tax is expected to be payable). Incoming Executive Directors will be required to retain all shares vesting from any share awards (net of any sales to cover tax) until their minimum shareholding requirements have been met in full.
Any Executive Director who leaves after the date the new Remuneration Policy has effect will be required to maintain at least 100% of their minimum shareholding requirement for two years after leaving. These shares will be held in the Company nominee vested accounts. 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. This requirement can be waived in certain exceptional personal circumstances (e.g. death, disability, ill health).
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 PSP. 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 PSP in line with the relevant remuneration policy. Off-cycle PSP awards may be made on joining for the year of joining, subject to the normal maxima. | |
Buy-out awards |
The Committee may grant awards to compensate Executive Directors hired from outside for any awards they lose by leaving previous employers broadly on a like-for-like basis. 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. |
86 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
* |
An Executive Director will usually be treated as a good leaver if he or she leaves due to ill health, injury or disability, retirement with Unilevers agreement or redundancy, or death in service. The Board 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 Board determines 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 Board 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 PSP awards, matching shares under legacy MCIP and/or deferred bonus awards to vest early over such number of shares as it shall determine (to the extent any performance measures have been met) and awards may be pro-rated to reflect the acceleration of vesting at the Committees discretion.
Unilever Annual Report on Form 20-F 2020 | 87 |
Non-Executive Directors | ||||
Key aspects of Unilevers 2021 fee policy for Non-Executive Directors | ||||
Approach to setting fees |
Non-Executive Directors receive annual fees from Unilever. The Board determine Non-Executive Director fee levels, which are limited to the aggregate amount permitted by the Companys articles of association, as approved by shareholders from time to time (which is currently £2 million (2,253,013) per year, and will, subject to shareholder approval at the 2021 AGM increase to 5 million per year (which reflects the applicable limit as approved by shareholders prior to Unification). | |||
Unilevers policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the calibre required to direct the strategy of the business without paying more than necessary. They are set taking into account: | ||||
◾ the commitment and contribution expected by the Group; |
||||
◾ fee levels paid in other global non-financial services companies based in Europe; and |
||||
◾ that 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 Senior Independent Director, chairing or membership of various committees. The Board may decide to pay fees in any other currency based on such foreign exchange rates as the Board shall determine, provided total Non-Executive Director fees stay within the annual limits as approved by shareholders from time to time. The 2021 fee structure can be found in the Directors Remuneration Report on page 97. The fee structure may vary from year to year within the terms of this Remuneration Policy.
Fees are normally reviewed annually but may be reviewed less frequently.
Additional allowances are made available to Non-Executive Directors where appropriate, to reflect any additional time commitment or duties. |
|||
Other items |
Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees over the five years from appointment.
Non-Executive Directors are not entitled to participate in any of the Groups incentive plans.
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses and are reimbursed together with any tax payable. Non-Executive Directors also receive expenses relating to the attendance of the Directors spouse or partner, when they are invited by Unilever. Other benefits or additional payments may be provided in the future if, in the view of the Board, 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 Board to be otherwise leaving in good standing (e.g. 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 relevant directors 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 Board on the recommendation of the Nominating and Corporate Governance Committee and re-election at forthcoming annual shareholder meetings. It is Unilevers expectation that Non-Executive Directors serve for a minimum of three years. The letters of appointment allow for Unilever to terminate a Non-Executive Directors appointment in cases of gross misconduct, failure to perform their duties competently, conduct bringing Unilever into disrepute, 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 Board 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 Board, the Directors and Unilever give due consideration to the time commitment required to fulfil the role appropriately.
88 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Annual report on remuneration
This section sets out how Unilevers remuneration policy (which was approved by shareholders at the May 2018 AGMs and is available on our website) was implemented in 2020. Furthermore, the following sets out how our new Remuneration Policy (as set out on pages 79 to 87) will be implemented if it receives shareholder approval at the 2021 AGM.
www.unilever.com/remuneration-policy
Implementation of the Remuneration Policy for Executive Directors
If approved by shareholders, Unilevers new Remuneration Policy will be implemented with effect from the 2021 AGM as set out below. If the updated Remuneration Policy is not approved, Unilevers existing remuneration policy will continue to apply.
Unilever Annual Report on Form 20-F 2020 | 89 |
Elements of remuneration continued | ||||
Planned for 2021 | As detailed in our new Remuneration Policy (as set out on pages 79 to 87), the performance conditions for PSP awards are assessed over a three-year period with a further two-year retention period. The performance conditions and target ranges for 2021 awards under the PSP will be as follows: | |||
PSP 2021 2023 awards | ||||
Competitiveness: % Business Winning Market Share |
||||
Cumulative Free Cash Flow (Current FX) |
||||
Return On Invested Capital (Exit year %) |
||||
Sustainability Progress Index (Committee assessment of USLP 2020 progress) |
||||
|
||||
Performance at threshold results in nil PSP awards vesting, target performance results in an award equal to
200% of fixed pay (at time of award) for the CEO and 160% for the CFO, up to a maximum of 400% for the CEO and 320% for the CFO, with straight-line vesting between threshold and maximum. A retention period of two years applies from vesting. |
||||
Cumulative Free Cash Flow, ROIC and Sustainability Progress Index are all established measures. Cumulative
Free Cash Flow from operating activities in current currency ensures sufficient cash is available to fund a range of strategic capital allocation choices. |
||||
ROIC measures the return generated on capital invested by the Group and 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. The target range of a threshold of 15% and maximum of 19% expresses our commitment to deliver ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through acquisitions and disposals. |
||||
Competitiveness: % Business Winning Market Share (% Business Winning) is a new metric for incentive
purposes. It has been part of operational management and will be part of managements performance updates to investors. % Business Winning will be assessed each year as the aggregate turnover of the portfolio components (country/category cells) gaining value market share as a % of the total turnover measured by market data. As such it assesses what percentage of our revenue is being generated in areas where we are gaining market share. The outcome for the 2021-2023 PSP is the average of the 3 years % Business Winning performance. With intense competition and changing shopper trends, winning share in each portfolio or geography segment presents a challenge for all players; repeating these wins over successive years is even more demanding. At consolidated Group level delivering consistently in the range of 50% business winning will enable us to grow with our markets, delivering a premium above 50% Business Winning over successive years supports our objective of growing ahead of our markets. Keeping this in mind, the Committee believes that a target of 52.5% Business Winning and a stretch of 60%, to be appropriate, with a threshold performance of 45% Business Winning paying out zero for this performance measure. |
In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits to aid attraction and retention. These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits and administration.
Ultimate remedy/malus and claw-back
Grants under the PSP, the legacy MCIP and the legacy GSIP are subject to ultimate remedy as explained in the remuneration policy. Malus and claw-back apply to all performance-related payments as explained in the remuneration policy.
In 2020, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to current or former Executive Directors.
90 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Single figure of remuneration and implementation of the remuneration policy in 2020
for Executive Directors
The table below shows a single figure of remuneration for each of our Executive Directors for the years 2019 and 2020.
Alan Jope CEO (000) | Graeme Pitkethly CFO (000) | |||||||||||||||||||||||||||||||||
Proportion | Proportion | Proportion | Proportion | |||||||||||||||||||||||||||||||
2020 |
of Fixed and Variable Rem |
2019 |
of Fixed
and
|
2020 |
of Fixed and
Variable
|
2019 |
of Fixed and Variable Rem |
|||||||||||||||||||||||||||
(A) Fixed pay | 1,508 | 1,450 | 1,136 | 1,103 | ||||||||||||||||||||||||||||||
Total fixed pay | 1,508 | 1,450 | 1,136 | 1,103 | ||||||||||||||||||||||||||||||
(B) Other benefits | 56 | 41 | 38 | 27 | ||||||||||||||||||||||||||||||
Fixed pay & benefits sub total | 1,564 | 45.4 | % | 1,491 | 30.5 | % | 1,174 | 39.7 | % | 1,130 | 26.0 | % | ||||||||||||||||||||||
(C) STI: Annual bonus | 1,086 | 1,784 | 654 | 1,085 | ||||||||||||||||||||||||||||||
(D) LTI: GSIP Performance Shares(a) | n/a | 1,619 | 670 | 2,132 | ||||||||||||||||||||||||||||||
(D) LTI: MCIP Match Shares | 797 | n/a | 463 | n/a | ||||||||||||||||||||||||||||||
Variable Remuneration sub total | 1,883 | 54.6 | % | 3,403 | 69.5 | % | 1,787 | 60.3 | % | 3,217 | 74.0 | % | ||||||||||||||||||||||
LTI Sub total | 797 | 1,619 | 1,133 | 2,132 | ||||||||||||||||||||||||||||||
Total Remuneration (A+B+C+D) | 3,447 | 4,894 | 2,961 | 4,347 |
(a) |
Alan Jope received his last GSIP award in 2017 that vested on 13 February 2020 as disclosed in the Remuneration Report of the 2019 Annual Report. |
Where relevant, amounts for 2020 have been translated into euros using the average exchange rate over 2020 (1 = £0.8877), excluding amounts in respect of MCIP and GSIP, which have been translated into euros using the exchange rates on the vesting date at 16 February 2021 (1 = £0.8711 and 1 = $1.2136) for MCIP and 17 February 2021 (1 = £0.8703) for GSIP. Amounts for 2019 have been translated into euros using the average exchange rate over 2019 (1 = £0.8799), excluding amounts in respect of GSIP, which have been translated into euros using the exchange rate at vesting date of 13 February 2020 (1 = £0.8390).
We do not grant our Executive Directors any personal loans or guarantees.
Elements of single figure remuneration 2020
(A) Fixed pay
Fixed pay set in euros and paid in 2020: CEO 1,508,000, CFO 1,135,960
(B) Other benefits
For 2020 this comprises:
Alan Jope
2020 |
Graeme Pitkethly
2020 |
|||||||
Medical insurance cover and actual tax return preparation costs | 40,445 | 26,259 | ||||||
Provision of death-in-service benefits and administration | 16,000 | 12,000 | ||||||
Total | 56,445 | 38,259 |
(a) |
The numbers in this table are translated where necessary using the average exchange rate over 2020 of 1 = £0.8877. |
(C) Annual bonus
Annual bonus 2020 actual outcomes: CEO 1,085,760 (which is 32% of maximum, 72% of fixed pay). CFO 654,313 (which is 32% of maximum, 58% of fixed pay).
Alan Jope | Graeme Pitkethly | |
Annual bonus measures are not impacted by share price growth.
50% of the net bonus earned is, subject to shareholder approval, deferred into shares (287,726 for Alan Jope and 173,393 for Graeme Pitkethly). Shares are deferred for three years, in line with the proposed Remuneration Policy set out on pages 79 to 87. See the opposite page for details.
The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line between threshold and maximum:
Unilever Annual Report on Form 20-F 2020 | 91 |
Further details of the annual bonus outcomes are described in the Committees Chair letter on page 76.
(D) GSIP UK law requirement
2020 Outcomes
This includes GSIP performance shares (operated under the Unilever Share Plan 2017) granted to Graeme Pitkethly on 16 February 2018, based on performance in the three-year period to 31 December 2020, which vested on 17 February 2021.
The values included in the single figure table for 2020 are calculated by multiplying the number of shares granted on 16 February 2018 (including additional shares in respect of accrued dividends through to 31 December 2020) by the level of vesting (52% of target award) and the share price on the date of vesting (PLC £39.80). This has been translated into euros using the exchange rate on the date of vesting (1 = £0.8711).
Performance against targets:
(a) |
For the relative TSR measure, Unilevers TSR is measured against a comparator group of other consumer goods companies. TSR measures the return received by a shareholder, capturing both the increase in share price and the value of dividend income (assuming dividends are reinvested). The TSR results are measured on a common currency basis to better reflect the shareholder experience. The current TSR peer group consists of 18 companies (19 including Unilever) as follows: Avon, Beiersdorf, Campbell Soup, Coca-Cola, Colgate-Palmolive, Danone, General Mills, Estée Lauder, Henkel, Kao, Kelloggs, Kimberly-Clark, LOréal, Nestlé, PepsiCo, Procter & Gamble, Reckitt Benckiser, Shiseido. The Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes (e.g. via M&A activity). |
Further details of the GSIP outcomes are described in the Committees Chair letter on page 76.
On the basis of this performance, the Committee determined that the GSIP awards to the end of 2020 will vest at 52% of initial target award levels (i.e. 26% of maximum for GSIP).
Share price growth GSIP 2018-2021
(a) |
The conditional number of shares awarded (including decimals) at the share price on the award date. This number includes the Unilever N.V. shares awarded on the award date. These Unilever N.V. shares converted into Unilever PLC shares (on a one-on-one ratio) upon Unification on 29 November 2020 which is why only Unilever PLC shares are provided in this table. |
(b) |
The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date. |
(c) |
The dividends accrued on the original conditional share award (including decimals) at the share price on the award date. |
(d) |
The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends (including decimals) multiplied by the business performance ratio. |
(e) |
The final value of the award on the vesting date using the exchange rate on the day of vesting of 1 = £0.8711. The actual number of vested shares can be found on page 95. |
92 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
(D) MCIP UK law requirement
2020 Outcomes
This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly on 17 May 2017, based on performance in the four- year period to 31 December 2020, which vested on 16 February 2021.
The values included in the single figure table for 2020 are calculated by multiplying the number of shares granted on 17 May 2017 (including additional shares in respect of accrued dividends through to 31 December 2020) by the level of vesting (83% of target award) and the share price on the date of vesting (PLC £40.06 and PLC ADS $55.74). These have been translated into euros using the exchange rates on the date of vesting (1 = £0.8711 and 1 = $1.2136).
Further details of the MCIP outcome are described in the Committees Chair letter on page 76. Further details on the Sustainability Progress Index vesting is set out below. On the basis of this performance the Committee determined that the MCIP awards at the end of 2020 will vest at 83% of initial target award levels (i.e. 42% of maximum for MCIP).
Outcome of Sustainability Progress Index (SPI) for MCIP cycle 2017-2020:
On 16 February 2021 the first MCIP cycle vested with SPI as one of the four performance measures. The SPI is an assessment of the businesss sustainability performance by the Corporate Responsibility Committee and the Compensation Committee that captures quantitative and qualitative elements (see page 73). The Corporate Responsibility Committee and Compensation Committee agreed a framework for SPI assessment that captures the breadth and depth of the USLP in relation to a number of key performance indicators (KPIs). These KPIs illustrate how Unilever aims to address a number of its principal risks such as brand preference, climate change, plastic packaging, supply chain and ethics (see Our risks on page 44). The Committees review qualitative and quantitative progress across each category and delivery against the KPIs. The Committees then agree on a SPI achievement level against the KPI taking into account performance across the entire SPI Category.
In previous directors remuneration reports we have described the annual assessments and outcomes for the SPI years 2017, 2018 and 2019 and 2020 SPI performance (based on 2019 USLP performance) is set out on the following page. The SPI index for the four-year MCIP performance period is calculated by taking a simple average and is set out at the bottom of the table for MCIP 2017-2020.
Unilever Annual Report on Form 20-F 2020 | 93 |
(D) MCIP UK law requirement continued
Our Unilever Sustainable Living Plan is a bold ambition to achieve change within our company through our brands, innovation, sourcing and operations. We helped more than a billion people take action to improve their health and wellbeing, through our programmes on handwashing, safe drinking water, sanitation, oral health, self-esteem and skin-healing. We have doubled the proportion of our portfolio that meets the highest nutritional standards, thereby helping hundreds of millions of people to achieve a healthier diet. We have seen a CO2 efficiency in our global logistics network of 40% and now purchase all electricity from the grid from renewable sources. We sourced 95% of our palm oil from physically certified sustainable sources. We have enhanced the livelihoods of millions of people by improving agricultural practices, providing skills and opportunities to increase incomes and embedding human rights across our business. We work in partnerships with others including NGOs, governments, businesses and industry platforms to drive systemic change on the issues that matter for our business and the world. The average SPI outcome for MCIP 2017-2020 is set out at the bottom of the table.
* |
DJSI, CDP Climate, CDP Water, CDP Forests, GlobeScan |
Share price growth MCIP 2017-2021
(a) |
The conditional number of shares awarded (including decimals) at the share price on the award date. This number includes the Unilever N.V. shares awarded on the award date. These Unilever N.V. shares converted into Unilever PLC shares (on a one-on-one ratio) upon Unification on 29 November 2020 which is why only Unilever PLC shares are provided in this table. |
(b) |
The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date. |
(c) |
The dividends accrued on the original conditional share award (including decimals) at the share price on the award date. |
(d) |
The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends (including decimals) multiplied by the business performance ratio. |
(e) |
The final value of the award on the vesting date using the exchange rate on the vesting date of 1 = £0.8711 and 1= $1.2136. The actual number of vested shares can be found on page 95. The share values for Alan Jope are grossed up for tax and social security. |
94 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Scheme interests awarded in the year
(a) |
Under the legacy MCIP, Executive Directors invested in Unilever N.V. or Unilever PLC shares, and received a corresponding number of performance-related matching shares. On 24 April 2020, the CEO and the CFO invested the maximum value of their 2019 annual bonus (i.e. 67%) in MCIP investment shares (Alan Jope elected to receive Unilever N.V. shares only and Graeme Pitkethly elected to receive Unilever PLC shares only, in line with the share choice provisions in operation at the time). Upon Unification on 29 November 2020 all Unilever N.V. shares were converted into Unilever PLC shares (on a one-on-one ratio), which is why only Unilever PLC shares are provided in this table. |
(b) |
Face values are calculated by multiplying the number of shares granted on 24 April 2020 (including decimals) by the share price on that day of PLC £40.92, assuming maximum performance and therefore maximum vesting of 200% for MCIP and then translating into euros using an average exchange rate over 2020 of 1 = £0.8877. |
Impact of Covid-19
The MCIP awards were granted, in line with the normal grant timetable, in late April shortly after the outbreak of Covid-19. No adjustment was made to the level of MCIP awards granted because, in accordance with the applicable remuneration policy, the number of shares subject to each MCIP award was based on the portion of 2019 bonus which executives had already chosen to invest in Unilever shares at the time of award, so the Committee had limited flexibility to adjust grant levels for any element of windfall. Further, at the time of grant, it was too early to tell whether or not there would be windfall gains from the grant of awards because of their four-year time horizon and the fact that the immediate drop in Unilevers share price from its pre-Covid-19 levels was not as pronounced as that suffered by many other companies (particularly given it was not then clear whether that drop would be sustained over the longer term).
When the MCIP awards vest, the Committee will look again at the question of windfall gains by looking at the following factors:
◾ |
the level of share price growth delivered over the vesting period, compared to historical and expected norms; |
◾ |
an assessment of any share price growth that may be attributable to an improvement in Unilever performance, as opposed to general market / sector-specific movements. |
If the Committee concludes that there have been windfall gains, it may use its discretion to adjust the formulaic outcome of the performance conditions to mitigate the impact of any windfall. When determining whether or not there have been windfall gains in relation to the 2020 MCIP awards, the Committee will take into account share price movements over the whole vesting period of the 2020 MCIP awards with particular focus on the share price and share price volatility over the portion of the vesting period during which the pandemic is determined to impact performance.
Minimum shareholding requirement and Executive Director share interests
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever within five years of their date of appointment to align their interests with those of Unilevers shareholders. Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment until their minimum shareholding requirements have been met in full.
The table below shows the Executive Directors share ownership against the minimum shareholding requirements as at 31 December 2020 and the interest in PLC ordinary shares of the Executive Directors and their connected persons as at 31 December 2020.
When calculating an Executive Directors personal shareholding the following methodology is used:
◾ |
fixed pay at the date of measurement; |
◾ |
shares in PLC 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); |
Unilever Annual Report on Form 20-F 2020 | 95 |
◾ | shares purchased under the legacy MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the individuals name and are not subject to further restrictions; |
◾ | shares or entitlements to shares that are subject only to the Director remaining in employment will qualify on a net of tax basis; |
◾ | shares awarded on a conditional basis by way of the legacy GSIP or legacy MCIP will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the three-year vesting period for the legacy GSIP, or a four-year vesting period for the legacy 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.
Any Executive Director who leaves after the date of the new Remuneration Policy has effect will be required to maintain at least 100% of their minimum shareholding requirement for two years after leaving. ULE members are required to build a shareholding of 400% of Fixed Pay (500% for the CEO). This requirement is 250% of Fixed Pay for the Top 75 management layer below ULE.
Executive Directors and their connected persons interests in shares and share ownership
Share ownership guideline as % of fixed pay (as at |
Have guidelines been met (as at |
Actual share ownership as a % of Fixed Pay (as at |
Shares held as at 1 January 2020(b) |
Shares held as at 31 December 2020(c) |
||||||||||||||||||||||||||||||||
31 December 2020) | 31 December 2020) | 31 December 2020)(a) | PLC | PLC ADS | PLC | PLC ADS | ||||||||||||||||||||||||||||||
CEO: Alan Jope | 500 | % | Yes | 834 | % | 11,112 | 200,338 | 37,508 | 214,714 | |||||||||||||||||||||||||||
CFO: Graeme Pitkethly | 400 | % | Yes | 632 | % | 153,890 | | 144,366 | |
(a) |
Calculated based on the minimum shareholding requirements and methodology set out above and the headline fixed pay for the CEO and CFO as at 31 December 2020 (1,508,000 for the CEO and 1,135,960 for the CFO). |
(b) |
As per 1 January 2020 Alan Jope held 11,112 Unilever N.V. shares and 151,141 Unilever NV NY shares and Graeme Pitkethly held 39,535 Unilever N.V. shares. These Unilever N.V. shares converted into Unilever PLC shares (on a one-on-one ratio) upon Unification on 29 November 2020 which is why only Unilever PLC shares are provided in this table. |
(c) |
PLC shares are ordinary 31/9p shares. |
During the period between 31 December 2020 and 23 February 2021, the following changes in interests have occurred:
◾ | Graeme Pitkethly purchased 6 PLC shares under the PLC ShareBuy Plan: 3 on 11 January 2021 at a share price of £44.45, and a further 3 on 8 February 2021 at a share price of £40.02; and |
◾ | as detailed under headings (D) on page 92, on 16 February 2021: |
◾ | Alan Jope acquired 7,985 PLC ADSs shares following the vesting of his 2017 MCIP award; and |
◾ | Graeme Pitkethly acquired 10,074 PLC shares following the vesting of his 2017 MCIP award. |
◾ | as detailed under headings (D) on page 91, on 17 February 2021: |
◾ | Graeme Pitkethly acquired 14,638 PLC shares following the vesting of his 2018 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 PLC are the same as for other holders of the class of shares indicated. As at 23 February 2021 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. All shareholdings in the table above are beneficial. On page 68 the full share capital of PLC has been described. Page 129 and 130 set out how many shares Unilever held to satisfy the awards under the share plans.
Information in relation to outstanding share incentive awards
As at 31 December 2020, Alan Jope held awards over a total of 83,647 shares which are subject to performance conditions, and Graeme Pitkethly held awards over a total of 112,063 shares which are subject to performance conditions. There are no awards of shares without performance conditions and no awards in the form of options.
Management Co-Investment Plan
The following conditional shares were outstanding at 31 December 2020 under the MCIP:
Balance of conditional shares at January 2020 |
Conditional
shares awarded in 2020(a) |
Balance of conditional shares at 31 December 2020 |
||||||||||||||||||||||||||||||||||||||||||
|
Share
type |
|
|
No. of
shares(b) |
|
|
Performance
period
1 January 2020 to
|
|
|
Price
award |
|
|
Dividend
shares accrued during the year(e) |
|
|
Vested in
2020(f) |
|
|
Price at
vesting |
|
|
Additional
shares earned in 2020(g) |
|
|
No. of
shares |
|
||||||||||||||||||
Alan Jope | PLC | 17,050(c) | 39,594 | | 45.27 | 1,589 | | | | 58,233 | ||||||||||||||||||||||||||||||||||
PLC ADS | 24,575(c) | | 839 | | | | 25,414 | |||||||||||||||||||||||||||||||||||||
Graeme Pitkethly | PLC | 57,587(d) | 23,795 | £ | 40.92 | 2,532 | | | | 83,914 |
(a) |
On 24 April 2020, Alan Jope and Graeme Pitkethly each invested in the legacy MCIP the maximum value of their annual bonus earned during 2019 and paid in 2020, and received a corresponding award of 1.5x matching shares (which will vest, subject to performance, on 15 February 2024). |
(b) |
As per 1 January 2020 Alan Jope held 17,050 Unilever N.V. conditional shares and 24,575 Unilever NV NY conditional shares and Graeme Pitkethly held 18,959 Unilever N.V. conditional shares. These Unilever N.V. shares converted into Unilever PLC shares (on a one-on-one ratio) upon Unification on 29 November 2020 which is why only Unilever PLC shares are provided in this table. |
(c) |
This includes a grant of 8,607 NV NY shares made on 17 May 2017 (which vested on 16 February 2021), a grant of 14,454 NV NY shares made on 23 April 2018 (vesting on 16 February 2022) a grant of 16,668 NV shares on 23 April 2019 (vesting on 9 February 2023), and 382 NV shares and 1,514 NV NY shares from reinvested dividends accrued in prior years in respect of awards. |
(d) |
This includes a grant of 5,423 of each NV and PLC shares made on 17 May 2017 (vesting on 16 February 2021), a grant of 12,408 of each NV and PLC shares made on 3 May 2018 (vesting on 16 February 2022), a grant of 19,196 PLC shares on 23 April 2019 (vesting on 9 February 2023) and 1,128 NV shares and 1,601 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(e) |
Reflects reinvested dividend equivalents accrued during 2020 and subject to the same performance conditions as the underlying matching shares. |
(f) |
There was no MCIP vesting in 2020 due to the extension of the performance period following the approval of the remuneration policy in 2018. |
(g) |
This includes the additional shares earned and accrued dividends as result of a business performance multiplier on vesting above 100%. |
96 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Global Share Incentive Plan
The following conditional shares vested during 2020 or were outstanding at 31 December 2020 under the GSIP:
Balance of conditional shares at January 2020(a) |
Balance of conditional shares at 31 December 2020 |
|||||||||||||||||||||||||||||
Share
type |
No. of
shares(b) |
Dividend
shares accrued during the year(e) |
Vested in
2020(f) |
Price at
vesting |
Additional
earned in
|
No. of
shares |
||||||||||||||||||||||||
Alan Jope | PLC ADS | 11,689(c) | | 13,910 | $60.53 | 2,221 | | |||||||||||||||||||||||
Graeme Pitkethly | PLC | 58,121(d) | 927 | 36,769 | £46.12 | 5,870 | 28,149 |
(a) In accordance with the remuneration policy adopted by shareholders in May 2018 no GSIP award has been granted after 2018. |
(b) As per 1 January 2020 Alan Jope held 5,842 Unilever NV NY conditional shares and Graeme Pitkethly held 29,011 Unilever N.V. conditional shares. These Unilever N.V. shares converted into Unilever PLC shares (on a one-on-one ratio) upon Unification on 29 November 2020 which is why only Unilever PLC shares are provided in this table. |
(c) This includes a grant of 5,370 of each NV NY and PLC ADS shares made on 13 February 2017 (which vested on 13 February 2020), and 472 NV NY and 477 PLC ADS shares from reinvested dividends accrued in prior years in respect of awards. |
(d) This includes a grant of 14,171 of each NV and PLC shares made on 13 February 2017 (which vested on 13 February 2020), a grant of 12,772 of each NV and PLC shares made on 16 February 2018 (vesting 17 February 2021), and 2,068 NV shares and 2,167 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(e) Reflects reinvested dividend equivalents accrued during 2020, subject to the same performance conditions as the underlying GSIP shares. |
(f) The 13 February 2017 grant vested on 13 February 2020 at 119% for both Alan Jope and Graeme Pitkethly. |
(g) This includes the additional shares earned and accrued dividends as result of a business performance multiplier on vesting above 100%. |
Executive Directors service contracts
Starting dates of our Executive Directors service contracts: |
◾ Alan Jope: 1 January 2019 (signed on 16 December 2020); and |
◾ Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015). |
Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months notice from Unilever or six months notice from the Executive Director. A payment in lieu of notice can be made of no more than one years fixed pay and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our remuneration policy which is available on our website.
www.unilever.com/remuneration-policy
Payments to former Directors
The table below shows the 2020 payments to Paul Polman in accordance with arrangements made with him upon his stepping down as CEO on 31 December 2018 and his retirement from employment with Unilever effective 2 July 2019. These arrangements were disclosed in the directors remuneration report in the Unilever Annual Report and Accounts 2018.
Paul Polman | (000) | |||
Benefits(a) | 655 | |||
GSIP 2018-2020 (pro-rated)(b) | 631 | |||
MCIP 2017-2020 (pro-rated)(c) | 673 | |||
Total Remuneration | 1,959 |
(a) |
This includes tax preparation fees and social security. |
(b) |
Actual time pro-rated GSIP vesting (46%) on 17 February 2021 of 6,860 Unilever PLC shares at a closing share price of £39.30 and 6,857 Unilever PLC shares at a closing share price of 45.81. |
(c) |
Actual time pro-rated MCIP vesting (59%) on 16 February 2021 of 14,622 Unilever PLC shares at a closing share price of 46.02. |
There have been no other payments to former Directors nor have there been any payments for loss of office during the year.
Unilever Annual Report on Form 20-F 2020 | 97 |
Implementation of the remuneration policy for Non-Executive Directors
The current Non-Executive Director fee levels will not be changed for 2021, and we will review fee levels for 2022 during the course of the year. The table below outlines the current fee structure with fees set in euros and paid by Unilever PLC (in sterling) shown using an exchange rate of 1 pound £ = 1.2817 (rounded).
Roles and responsibilities |
2021
Annual Fee |
2020
Annual Fee |
||||||
Basic Non-Executive Director Fee | 108,949 | 108,949 | ||||||
Chairman (all inclusive) | 833,105 | 833,105 | ||||||
Senior Independent Director (modular) | 51,270 | 51,270 | ||||||
Member of Nominating and Corporate Governance Committee | 19,226 | 19,226 | ||||||
Member of Compensation Committee | 23,071 | 23,071 | ||||||
Member of Corporate Responsibility Committee | 19,226 | 19,226 | ||||||
Member of Audit Committee | 29,479 | 29,479 | ||||||
Chair of Nominating and Corporate Governance Committee | 38,452 | 38,452 | ||||||
Chair of Compensation Committee | 38,452 | 38,452 | ||||||
Chair of Corporate Responsibility Committee | 38,452 | 38,452 | ||||||
Chair of Audit Committee | 51,270 | 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 and so are reimbursed. Non-Executive Directors also receive expenses relating to the attendance of their spouse or partner, when they are invited by Unilever.
Single figure of remuneration in 2020 for Non-Executive Directors
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2019 and 2020.
2020 | 2019 | |||||||||||||||||||||||||
Non-Executive Director |
Fees(a) 000 |
Benefits(b) 000 |
Total remuneration 000 |
Fees(a) 000 |
Benefits(b) 000 |
Total
remuneration 000 |
||||||||||||||||||||
Nils Andersen(c) | 778 | | 778 | 211 | 10 | 220 | ||||||||||||||||||||
Laura Cha | 134 | | 134 | 121 | | 121 | ||||||||||||||||||||
Vittorio Colao(d) | 138 | | 138 | 139 | 33 | 172 | ||||||||||||||||||||
Marijn Dekkers(e) | 47 | | 47 | 673 | 35 | 708 | ||||||||||||||||||||
Judith Hartmann | 129 | | 129 | 127 | 19 | 146 | ||||||||||||||||||||
Andrea Jung(f) | 135 | | 135 | 121 | | 121 | ||||||||||||||||||||
Susan Kilsby | 129 | | 129 | 53 | | 53 | ||||||||||||||||||||
Mary Ma(g) | | | | 81 | | 81 | ||||||||||||||||||||
Strive Masiyiwa(h) | 138 | | 138 | 139 | | 139 | ||||||||||||||||||||
Youngme Moon(i) | 168 | | 168 | 169 | | 169 | ||||||||||||||||||||
John Rishton(j) | 150 | | 150 | 151 | 16 | 168 | ||||||||||||||||||||
Feike Sijbesma | 138 | | 138 | 139 | | 139 | ||||||||||||||||||||
Total | 2,084 | | 2,084 | 2,124 | 113 | 2,237 |
(a) |
This includes fees received from Unilever for 2019 and 2020 respectively. Includes basic Non-Executive Director fee and committee chairmanship and/ or membership. Where relevant, amounts for 2019 have been translated into euros using the average exchange rate over 2019 (1 = £0.8799). Amounts for 2020 have been translated into euros using the average exchange rate over 2020 (1 = £0.8877). |
(b) |
The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2020 due to the Covid-19 pandemic. |
(c) |
Chairman and Chair of the Nominating and Corporate Governance Committee. |
(d) |
Chair and member of the Compensation Committee until 18 February 2021. |
(e) |
Retired from the Board at the May 2020 AGMs. |
(f) |
Chair of the Compensation Committee from 18 February 2021. |
(g) |
Passed away on 31 August 2019. |
(h) |
Chair of the Corporate Responsibility Committee. |
(i) |
Senior Independent Director. |
(j) |
Chair of the Audit Committee. |
We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any severance payments.
98 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Percentage change in remuneration of Non-Executive Directors
The table below shows the five-year history year-on-year percentage change for fees and other benefits for the current Non-Executive Directors.
Total Remuneration(a) | ||||||||||||||||||||||||
Non-Executive Director |
% change from 2019 to 2020 |
% change
from
|
% change
from
|
% change
from
|
% change
from
|
% change
from
|
||||||||||||||||||
Nils Andersen | 253.9 | % | 69.2 | % | 16.1 | % | -12.5 | % | 62.0 | % | | |||||||||||||
Laura Cha | 10.8 | % | 5.2 | % | 7.5 | % | -10.1 | % | -2.5 | % | 20.8 | % | ||||||||||||
Vittorio Colao(b) | -19.9 | % | 35.4 | % | 23.3 | % | -3.7 | % | 87.7 | % | | |||||||||||||
Marijn Dekkers | -93.3 | % | -6.5 | % | 2.3 | % | 42.6 | % | | | ||||||||||||||
Judith Hartmann | -11.4 | % | 14.1 | % | 14.3 | % | -8.2 | % | 52.5 | % | | |||||||||||||
Andrea Jung | 11.8 | % | 51.3 | % | | | | | ||||||||||||||||
Susan Kilsby | 144.0 | % | | | | | | |||||||||||||||||
Strive Masiyiwa | -0.9 | % | 6.1 | % | 18.0 | % | 56.3 | % | | | ||||||||||||||
Youngme Moon | -0.8 | % | 15.0 | % | 42.7 | % | 45.1 | % | | | ||||||||||||||
John Rishton | -10.9 | % | 17.5 | % | 12.6 | % | -9.3 | % | 5.3 | % | 24.3 | % | ||||||||||||
Feike Sijbesma | -0.9 | % | 3.0 | % | 6.3 | % | -3.8 | % | 3.9 | % | 693.8 | % |
(a) |
Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payment. Therefore, the year-on-year % changes are mainly due to changes in committee chair or memberships, mid-year appointments of Non-Executive Directors, fee increases as disclosed in earlier directors remuneration reports and changes in the average sterling: euro exchange rates. Susan Kilsby joined Unilever in August 2019 and therefore her change from 2019 to 2020 shows a larger percentage change than for a usual mid year joiner. Marijn Dekkers stepped down as Chairman in November 2019 and retired in April 2020, and was succeeded by Nils Andersen, hence his larger percentage increase from 2019 to 2020. Feike Sijbesma joined Unilever in November 2014 and therefore his change from 2014 to 2015 shows a larger % change than for a usual mid-year joiner. |
(b) |
Stepped down as Director on 18 February 2021. |
Non-Executive Directors interests in shares
Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five years from appointment. The table shows the interests in Unilever N.V. and Unilever PLC ordinary shares as at 1 January 2020 and Unilever PLC ordinary shares as at 31 December 2020, as result of Unification on 29 November 2020, of Non-Executive Directors and their connected persons. This is set against the minimum shareholding recommendation. There has been no change in these interests between 31 December 2020 and 23 February 2021 (other than Susan Kilsby, who bought 1,000 PLC shares on 8 February 2021 at a share price of £40.03 and John Rishton, who bought 1,256 PLC shares on 9 February 2021 at a share price of £39.51).
Non-Executive Director | Share type |
Shares held at 31 December 2020 |
Share type |
Shares held at 1 January 2020 |
Actual share ownership as a % of NED fees (as at 31 December 2020) |
|||||||
Nils Andersen | PLC | 21,014 | NV | 21,014 | 131% | |||||||
Laura Cha | PLC | 3,518 | NV | 2,660 | 128% | |||||||
PLC | 858 | |||||||||||
Vittorio Colao(a) | PLC | 5,600 | NV | 5,600 | 198% | |||||||
Marijn Dekkers(b) | PLC ADS | 20,000 | NV NY | 20,000 | 2,089% | |||||||
Judith Hartmann | PLC | 2,500 | NV | 2,500 | 94% | |||||||
Andrea Jung | PLC | 4,576 | NV | 4,576 | 165% | |||||||
Susan Kilsby | PLC | 1,250 | PLC | | 47% | |||||||
Strive Masiyiwa | PLC | 1,130 | PLC | 1,130 | 40% | |||||||
Youngme Moon | PLC ADS | 3,500 | NV NY | 3,500 | 102% | |||||||
John Rishton | PLC | 5,340 | NV | 3,340 | 173% | |||||||
PLC | 2,000 | |||||||||||
Feike Sijbesma | PLC | 10,000 | NV | 10,000 | 353% |
(a) |
Stepped down as Director on 18 February 2021. |
(b) |
Shares held at 30 April 2020. |
Unilever Annual Report on Form 20-F 2020 | 99 |
Non-Executive Directors letters of appointment
All Non-Executive Directors were reappointed to the Boards at the 2020 AGMs.
Non-Executive Director | Date first appointed to the Boards | Effective date of current appointment(a) | ||
Nils Andersen | 30 April 2015 | 30 April 2020 | ||
Laura Cha | 15 May 2013 | 30 April 2020 | ||
Vittorio Colao | 1 July 2015 | 30 April 2020 | ||
Marijn Dekkers | 21 April 2016 | n/a | ||
Judith Hartmann | 30 April 2015 | 30 April 2020 | ||
Andrea Jung | 3 May 2018 | 30 April 2020 | ||
Susan Kilsby | 1 August 2019 | 30 April 2020 | ||
Strive Masiyiwa | 21 April 2016 | 30 April 2020 | ||
Youngme Moon | 21 April 2016 | 30 April 2020 | ||
John Rishton | 15 May 2013 | 30 April 2020 | ||
Feike Sijbesma | 1 November 2014 | 30 April 2020 |
(a) |
Apart from Vittorio Colao who stepped down as a Director on 18 February 2021, the unexpired term for all Non-Executive Directors letters of appointment is the period up to the 2021 AGM, as they all, unless they are retiring, submit themselves for annual reappointment. Letters of appointment were amended in November and December 2020 to reflect Unification. |
Other disclosures related to Directors remuneration
Unilever regularly looks at pay ratios throughout the company, and the pay ratio between each work level, and we have disclosed this for a number of years. The table below provides a detailed breakdown of the fixed and variable pay elements for each of our UK and Dutch work levels, showing how each work level compares to the CEO and CFO in 2020 (with equivalent figures from 2019 included for comparison purposes). Going forward we will disclose this compared to UK work levels.
CEO/CFO Pay Ratio Comparison (split by fixed/variable pay)
Figures for the CEO and CFO are calculated using the data from the Executive Directors single figure table on page 90. Accordingly, the year-on-year comparison reflects the significant drop in total compensation for the Executive Directors in 2020. This has been the result of the lower performance outcomes on bonus and long-term incentives, as well as the ending of the legacy GSIP. The numbers are further impacted by fluctuation in the exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes in 2019. From 2019 the CEO and CFO fixed pay is paid in euros. Where relevant, amounts for 2019 have been translated using the average exchange rate over 2019 (1 = £0.8799), and amounts for 2020 have been translated using the average exchange rate over 2020 (1 = £0.8877).
Annual bonus and long-term incentives (MCIP) for the UK and Dutch employees were not calculated following the statutory method for single figure pay. Instead, variable pay figures were calculated using:
◾ | target annual bonus values multiplied by the actual bonus performance ratio for the respective year (disregarding personal performance multipliers, which equal out across the population as a whole); and |
◾ | MCIP values calculated at an appropriate average for the relevant Work Level of employees, i.e. an average 45% investment of bonus for WL3 employees; 60% for WL4-5 employees; and 100% for WL6 employees, mulitplied by the actual MCIP business performance ratio. |
Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash.
100 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
CEO pay ratio comparison
The table below is included to meet UK requirements and shows how pay for the CEO compares to our UK employees at the 25th percentile, median and 75th percentile.
Year | 25th Percentile | Median Percentile | 75th Percentile | Mean Pay Ratio | ||||||
Year ended 31 December 2020 | Salary: | £34,298 | £41,010 | £55,000 | ||||||
|
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Pay and benefits: | £45,713 | £55,751 | £80,670 | |||||||
|
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Pay ratio (Option A): | 67 | 55 | 38 | 50 | ||||||
Year ended 31 December 2019 | Salary: | £38,510 | £45,154 | £59,988 | ||||||
|
||||||||||
Pay and benefits (excluding pension): | £50,689 | £61,086 | £87,982 | |||||||
|
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Pay ratio (Option A): | 83 | 69 | 48 | 51 |
Figures for the CEO are calculated using the data from the Executive Directors single figure table on page 90 translated into sterling using the average exchange rate over 2020 (1 = £0.8877).
Option A was used to calculate the pay and benefits (including pension) of the 25th percentile, median and 75th percentile UK employees because the data was readily available for all UK employees of the group and Option A is the most accurate method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures are calculated by reference to 31 December 2020, and the respective salary and pay and benefits figures for each quartile are set out in the table above. Full-time equivalent figures are calculated on a pro-rated basis.
Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below the CEO/CFO pay ratio comparison table. The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the impact of such recalculation is expected to be minimal.
Year-on-year comparisons reflects the lowering incentive performance outcomes in 2020. For the overall UK employee calculation salary has increased by approximately 1.29% (despite the lowering of performance outcomes and changes in FTEs), which is aligned to our defined peer group at the 50th percentile (market median), that we benchmark against on a yearly basis.
Additionally, in the UK we are required to show additional disclosures on the rates of change in pay year on year. The pay ratios set out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the UK regulations require us to show the percentages below based on employees of our PLC top company only, which forms a relatively small proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay ratios (included above in the CEO/CFO pay ratio comparison table), these new required figures are as follows:
Percentage change in remuneration of Executive Directors (CEO/CFO)
The table below shows the five-year history year-on-year percentage change for fixed pay, other benefits (excluding pension) and bonus for the CEO, CFO and PLCs employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK requirements. The respective changes in percentages in fees for our Non-Executive Directors are included in the table Percentage change in remuneration of Non-Executive Directors on page 98.
Fixed pay |
Other benefits (not including pension) |
Bonus | ||||||||||
% change from 2019 to 2020 | CEO(a)(b) | 4.0 | % | 36.6 | % | -39.1% | ||||||
|
||||||||||||
CFO(a)(c) | 3.0 | % | 40.7 | % | -39.7% | |||||||
|
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PLC employees(d) | 1.7 | % | 30.2 | % | -3.0% | |||||||
% change from 2018 to 2019 | CEO(a)(b) | -9.5 | % | -92.3 | % | -7.4% | ||||||
|
||||||||||||
CFO(a) | 4.2 | % | 4.8 | % | 7.9% | |||||||
|
||||||||||||
PLC employees(d) | 15.0 | % | -5.2 | % | 9.7% | |||||||
% change from 2017 to 2018 | CEO(a) | 11.3 | % | -19.2 | % | -16.5% | ||||||
|
||||||||||||
CFO(a) | 8.2 | % | 8.3 | % | -10.5% | |||||||
|
||||||||||||
PLC employees(d) | 8.4 | % | -5.0 | % | -3.9% | |||||||
% change from 2016 to 2017 | CEO(a) | -6.9 | % | 5.0 | % | 0.8% | ||||||
|
||||||||||||
CFO(a) | -2.2 | % | -5.5 | % | 21.1% | |||||||
|
||||||||||||
PLC employees(d) | -6.8 | % | -7.0 | % | 14.5% | |||||||
% change from 2015 to 2016 | CEO(a) | -11.0 | % | -5.1 | % | -11.0% | ||||||
|
||||||||||||
CFO(a)(c) | -30.8 | % | -32.2 | % | 14.3% | |||||||
|
||||||||||||
PLC employees(d) | 10.1 | % | 19.1 | % | 16.6% | |||||||
% change from 2014 to 2015 | CEO(a) | 11.3 | % | 14.5 | % | 55.8% | ||||||
|
||||||||||||
CFO(a)(c) | -16.6 | % | -27.6 | % | 4.4% | |||||||
|
||||||||||||
PLC employees(d) | 0.3 | % | 20.7 | % | 79.0% |
(a) Calculated using the data from the Executive Directors single figure table on page 90 (for information on exchange rates please see the footnotes in that table). |
(b) As result of a lower differentiation factor for the bonus in 2020, the Bonus from 2019 to 2020 decreased compared to prior years. As at 1 January 2020 the tax gross-up has been added in the cost instead of in base salary and therefore the Other Benefits increased from 2019 to 2020 compared to prior years. As at 1 January 2019 Alan Jope succeeded Paul Polman as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jopes Fixed Pay was set at a level lower than Paul Polmans. |
(c) As result of a lower differentiation factor for the bonus in 2020, the Bonus from 2019 to 2020 decreased compared to prior years. As at 1 January 2020 the tax gross-up has been added in the cost instead of in base salary and therefore the Other Benefits increased from 2019 to 2020 compared to prior years. As at October 2015 Jean-Marc Huet stepped down as CFO and therefore the figures only include ten months for 2015. Graeme Pitkethly succeeded Jean-Marc Huet as an Executive Director as per 21 April 2016, although he assumed the role of CFO as from October 2015. As a result the figure for 2016 include payments from May 2016 onwards. The CFO remuneration from 2015 to 2016 therefore decreased, which was also due to Graeme Pitkethlys Fixed Pay being set at a level lower than Jean-Marc Huets. In 2013 the CFO received a one-off payment for the loss and costs on the sale of his house, as agreed upon his recruitment. Consequently, other benefits decreased from 2014 to 2013. |
(d) For the PLC employees, fixed pay numbers have been restated to include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare fixed pay for them against that of the CEO and CFO. Figures are also affected by changes in the average sterling: euro exchange rates. |
Unilever Annual Report on Form 20-F 2020 | 101 |
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 and provides a good reference point to compare spend on pay. The chart below shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year.
In calculating underlying profit attributable to shareholders, net profit attributable to shareholders 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 133 for details).
CEO single figure ten-year history
The table below shows the ten-year history of the CEO single figure of total remuneration:
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||||||||||||||
CEO single figure of total remuneration (000) | 6,010 | 7,852 | 7,740 | 9,561 | 10,296 | 8,370 | 11,661 | 11,726 | 4,894 | 3,447 | ||||||||||||||||||||||||||||||
Annual bonus award rates against maximum opportunity | 68 | % | 100 | % | 78 | % | 66 | % | 92 | % | 92 | % | 100 | % | 51 | % | 55 | % | 32 | % | ||||||||||||||||||||
GSIP performance shares vesting rates against maximum opportunity | 44 | % | 55 | % | 64 | % | 61 | % | 49 | % | 35 | % | 74 | % | 66 | % | 60 | % | n/a | |||||||||||||||||||||
MCIP matching shares vesting rates against maximum opportunity | n/a | n/a | n/a | 81 | % | 65 | % | 47 | % | 99 | % | 88 | % | n/a | 42 | % |
102 | Unilever Annual Report on Form 20-F 2020 |
Directors Remuneration Report continued
Ten-year historical Total Shareholder Return (TSR) performance
The graph below includes growth in the value of a hypothetical £100 investment over ten years FTSE 100 comparison based on 30-trading-day average values.
The table below shows Unilevers performance against the FTSE 100 Index, which is the most relevant index in the UK where we have our principal listing. Unilever is a constituent of this index.
Ten-year historical TSR performance
Serving as a non-executive on the board of another company
Unilever recognises the benefit to the individual and the Group of senior executives acting as directors of other companies in terms of broadening Directors knowledge and experience, but the number of outside directorships of listed companies is generally limited to one per Executive Director. The remuneration and fees earned from that particular outside listed directorship may be retained (see Independence and Conflicts on page 62 for further details).
For the reason above, Graeme Pitkethly is permitted to be a Non-Executive Director of Pearson PLC since 1 May 2019. In 2020 he received an annual fee of 104,014 (£92,333) (2019: 64,969 (£57,166)) (of which 25% was in accordance with Pearsons remuneration policy delivered in Pearson shares) based on an average exchange rate over 2020 of 1 = £0.8877. Figures for 2019 have been translated in euros based on an average exchange rate over 2019 of 1 = £0.8799.
The Compensation Committee
During 2020, the Committee met seven times and its activities included: determining the 2019 annual bonus outcome; determining vesting of the GSIP awards for the CEO, CFO and the ULE; approving the 2019 directors remuneration report; setting the 2020 annual bonus and MCIP 2020-2023 performance measures and targets; reviewing fixed pay for the CEO and CFO and fees for the Non-Executive Directors; tracking external developments and assessing their impact on Unilevers remuneration policy and its implementation, in particular in Covid-19 context; review of the remuneration policy, underlying reward principles and proposed changes to the Remuneration Policy, including extensive consultation with investors and proxy agencies (see page 77 of the Committees Chair letter), workforce pay, including pay philosophy and pay positioning, review of gender pay gap data, and progress on the Fair Compensation Framework.
The Committee operates within its terms of reference which were last updated on 29 November 2020. The Committees revised terms of reference are contained within The Governance of Unilever, and are also set out on our website.
www.unilever.com/investor-relations/agm-and-corporate-governance/
As part of the Board evaluation carried out in 2020, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2020. Overall the Committee members concluded that the Committee is performing effectively. The Committee has agreed to further enhance its effectiveness by continuing to closely monitor (regulatory) developments and trends in the executive remuneration landscape to gain insights of stakeholders views.
Unilever Annual Report on Form 20-F 2020 | 103 |
Advisers
While it is the Committees responsibility to exercise independent judgement, the Committee does request advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.
Tom Gosling and Fiona Camenzuli of PricewaterhouseCoopers (PwC) provided the Committee with independent advice on various matters it considered. During 2020, the wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, other tax-related services, managed legal services, internal audit advice and secondees, third-party risk and compliance advice, cyber security advice, sustainability assurance and consulting and merger and acquisition support. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available online.
www.remunerationconsultantsgroup.com (Code of Conduct: Executive Remuneration Consulting)
The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have connections with 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 2020 were £196,000. 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 (Alan Jope), the Chief Human Resources Officer (Leena Nair) and the VP Global Head of Reward (Constantina Tribou) 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 Boards for approval. The Committee also received legal and governance advice from the Chief Legal Officer and Group Secretary (Ritva Sotamaa) and the Chief Counsel Executive Compensation & 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 | Witheld | |||||||||||||
2019 Directors remuneration report (2020 AGM) (excluding the Directors remuneration policy) | PLC | 95.51 | % | 4.49 | % | 12,833,255 | ||||||||||
2019 Directors remuneration report (2020 AGM) (excluding the Directors remuneration policy) | NV | 96.44 | % | 3.56 | % | 1,139,351 | ||||||||||
2017 Directors remuneration policy (2018 AGM) | PLC | 64.19 | % | 35.81 | % | 38,734,868 | ||||||||||
2017 Directors remuneration policy (2018 AGM) | NV | 73.06 | % | 26.94 | % | 15,018,135 |
The Directors Remuneration Report has been approved by the Board, and signed on their behalf by Ritva Sotamaa, Chief Legal Officer and Group Secretary.
104 | Unilever Annual Report on Form 20-F 2020 |
Financial Statements
Statement of Directors responsibilities
Annual accounts
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. The Directors are also required 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 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 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, which they consider to be applicable have been followed.
The Directors have responsibility for ensuring that the Group keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply with all 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 Report of Independent Registered Public Accounting Firm is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.
A copy of the financial statements of the Unilever Group is placed on our website at www.unilever.com/investorrelations. The maintenance and integrity of the website are the responsibility of the Directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the UK and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent auditors and disclosure of information to auditors
UK law sets out additional responsibilities for the Directors of PLC regarding disclosure of information to auditors. To the best of each of the Directors knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on PLCs consolidated and parent company accounts has been provided. Each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that Unilever PLCs auditors are aware of any such information.
Directors responsibility statement
Each of the Directors confirms that, to the best of his or her knowledge:
◾ | The Unilever Annual Report and Accounts 2020, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Groups position and performance, business model and strategy; |
◾ | The financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board 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 64 to 65.
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 43. In addition, we describe in notes 15 to 18 on pages 143 to 160 the Groups objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. Although not assessed over the same period as going concern, the viability of the Group has been assessed on page 45.
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 for at least twelve months from the date of approval of the financial statements 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 pages 46 to 50 for a discussion of Unilevers principal risk factors and to pages 44 to 50 for commentary on the Groups approach to risk management and control.
Unilever Annual Report on Form 20-F 2020 | 105 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Unilever PLC:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Unilever PLC (and subsidiaries) (the Company or Unilever Group) as of 31 December 2020 and 2019, 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 2020, and the related notes (collectively, the Consolidated Financial Statements). We also have audited the Companys internal control over financial reporting as of 31 December 2020, based on criteria established in 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 Company as of 31 December 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2020, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (IFRS as adopted by the EU). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2020, based on criteria established in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPants on 1 April 2020, 30 June 2020, 1 October 2020, and 23 December 2020 respectively, and management excluded from its assessment of the effectiveness of the Companys internal control over financial reporting as of 31 December 2020 Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPantss internal control over financial reporting associated with approximately 11% of the Unilever Groups total assets (of which 10 % represented goodwill and intangible assets acquired) and approximately 1% of the Companys turnover included in the Consolidated Financial Statements of the Company as of and for the year ended 31 December 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPants.
Basis for Opinions
The Companys 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 the accompanying Managements report on internal control over financial reporting. Our responsibility is to express an opinion on the Companys Consolidated Financial Statements and an opinion on the Companys internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement
of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that; (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Indirect tax contingent liabilities in Brazil
As discussed in note 20 to the Consolidated Financial Statements, the Brazil indirect tax contingent liability related to a 2001 corporate reorganisation was 2,040 million as of 31 December 2020. In Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal), related to certain corporate reorganisations.
We identified the assessment of indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation as a critical audit matter. Due to the complex nature of the Brazilian local tax regimes and jurisprudence, there is a high degree of judgement applied by the Group with respect to this matter, which given the high degree of estimation uncertainty has a particularly wide potential extent of possible outcomes. Complex auditors judgement and specialised skills were also required in assessing the outcome of investigations by the authorities, if a liability exists, and in making an estimate of any economic outflows.
106 | Unilever Annual Report on Form 20-F 2020 |
Report of Independent Registered Public Accounting Firm continued
The following are the primary procedures we performed to address this critical audit matter:
◾ | We evaluated the design and tested the operating effectiveness of certain internal controls related to the indirect tax process including controls around the assessment of the outcome of investigations if a liability exists, and the quantification of the potential economic outflow. |
◾ | We involved local indirect tax professionals with specialised skills and knowledge, who assisted in: |
◾ | assessing the appropriateness of the contingent liabilities compared to the nature of the exposures, applicable regulations and related correspondence with the tax authorities. |
◾ | assessing the impact of historical and recent judgements passed by the court authorities in considering any legal precedent or case law by inquiring of the Groups external lawyers and inspection of relevant information. |
◾ | We inspected legal opinions from third party lawyers and obtained formal confirmations from the Groups external lawyers and, where relevant, compared to the underlying exposure. |
Uncertain direct tax transfer pricing provisions
As discussed in note 6 and note 20 to the Consolidated Financial Statements, the uncertain direct tax provisions was 879 million as of 31 December 2020, a portion of which related to transfer pricing. The Group has extensive international operations and is operating in a number of tax jurisdictions, each with its own taxation regime. The laws and regulations for transfer pricing in each jurisdiction are open to different interpretations by taxpayers and tax authorities and require judgement in the interpretation thereof. Judgements are made by the Group with respect to interpretations of the tax legislation and in assessing the potential outcome of investigations by the authorities, and if a liability exists.
We identified the assessment of uncertain direct tax transfer pricing provisions as a critical audit matter. Due to the complex nature of transfer pricing across multiple jurisdictions, there is judgement applied by the Group with respect to interpretations of the tax legislation, to assess the potential outcome of investigations by the authorities, and if a liability exists. Complex auditors judgement and specialised skills were also required in assessing the interpretations of the tax legislation, the potential outcome of investigations by the authorities and if a liability exists.
The following are the primary procedures we performed to address this critical audit matter:
◾ | We evaluated the design and tested the operating effectiveness of certain controls related to the income tax process including controls around the assessment of the potential outcome of investigations, interpretations of the tax legislation and if a liability exists |
◾ | We involved tax professionals with specialised skills and knowledge, who assisted in: |
◾ | assessing the relevant changes to the business during the year and the corresponding impact of any changes to the transfer pricing models for compliance with applicable laws and regulations; and |
◾ | evaluating a selection of uncertain tax positions using our own expectations based on our knowledge of the Group, considering relevant judgements passed and investigations by authorities to assess the potential exposures and if a liability exists; and |
◾ | reading the settlement agreements with the relevant tax authorities and assessing the reasonableness of corresponding adjustments. |
Valuation of Horlicks brand acquired from GlaxoSmithKline plc (GSK)
As discussed in Note 1 and Note 21 to the Consolidated Financial Statements, on 1 April 2020, the Group acquired the GlaxoSmithKline plc Health Food Drinks portfolio in India and 20 other predominantly Asian markets. The fair value of the acquired intangibles was 3.3 billion as of the acquisition date, a portion of which related to the Horlicks brand. The Group recorded the fair value of the Horlicks brand based on the expected cashflows of the brand.
We identified the assessment of the fair value measurement of the Horlicks brand acquired from GSK as a critical audit matter. Significant judgements were made by the Group in determining the revenue growth rate and the discount rate used to develop the fair value of the Horlicks brand. Complex auditors judgement and specialised skills were also required in evaluating these assumptions. Minor changes to these assumptions could have had a significant impact on the valuation of the Horlicks brand.
The following are the primary procedures we performed to address this critical audit matter:
◾ | We evaluated the design and tested the operating effectiveness of certain internal controls related to the Groups valuation process in relation to the Horlicks brand, including controls over the revenue growth and the discount rate. |
◾ | We evaluated the revenue growth for the Horlicks brand by comparing it to historical actual revenues and external industry growth rates. |
◾ | In addition, we involved valuation professionals with specialised skills and knowledge, who assisted in evaluating the discount rate applied by the Group by comparing it to a range of rates that were independently developed using publicly available market indices and market data for comparable entities. |
/s/ KPMG LLP
London, United Kingdom
We have served as the Companys auditor since 2014.
3 March 2021
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Consolidated Financial Statements
Unilever Group
Consolidated income statement
for the year ended 31 December
Notes |
million
2020 |
million
2019 |
million
2018 |
|||||||||||||
Turnover | 2 | 50,724 | 51,980 | 50,982 | ||||||||||||
Operating profit | 2 | 8,303 | 8,708 | 12,639 | ||||||||||||
Which includes non-underlying item credits/(charges) of |
3 | (1,064 | ) | (1,239 | ) | 3,176 | ||||||||||
Net finance costs | 5 | (505 | ) | (627 | ) | (608 | ) | |||||||||
Pensions and similar obligations |
(9 | ) | (30 | ) | (25 | ) | ||||||||||
Finance income |
232 | 224 | 135 | |||||||||||||
Finance costs |
(728 | ) | (821 | ) | (718 | ) | ||||||||||
Which includes non-underlying costs of |
3 | (56 | ) | | | |||||||||||
Non-underlying item net monetary gain/(loss) arising from hyperinflationary economies | 1,3 | 20 | 32 | 122 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates | 11 | 175 | 176 | 185 | ||||||||||||
Which includes non-underlying item credits/(charges) of |
3 | | 3 | 32 | ||||||||||||
Other income/(loss) from non-current investments and associates | 3 | | 22 | |||||||||||||
Profit before taxation | 7,996 | 8,289 | 12,360 | |||||||||||||
Taxation | 6A | (1,923 | ) | (2,263 | ) | (2,572 | ) | |||||||||
Which includes tax impact of non-underlying items of |
3 | 126 | 113 | (288 | ) | |||||||||||
Net profit | 6,073 | 6,026 | 9,788 | |||||||||||||
Attributable to: | ||||||||||||||||
Non-controlling interests | 492 | 401 | 419 | |||||||||||||
Shareholders equity | 5,581 | 5,625 | 9,369 | |||||||||||||
Combined earnings per share | 7 | |||||||||||||||
Basic earnings per share () | 2.13 | 2.15 | 3.49 | |||||||||||||
Diluted earnings per share () | 2.12 | 2.14 | 3.48 | |||||||||||||
Consolidated statement of comprehensive income
for the year ended 31 December |
||||||||||||||||
Notes |
million 2020 |
million 2019 |
million 2018 |
|||||||||||||
Net profit | 6,073 | 6,026 | 9,788 | |||||||||||||
Other comprehensive income | 6C | |||||||||||||||
Items that will not be reclassified to profit or loss, net of tax: | ||||||||||||||||
Gains/(losses) on equity instruments measured at fair value through other comprehensive income |
78 | 29 | 51 | |||||||||||||
Remeasurement of defined benefit pension plans |
15B | 215 | 353 | (328 | ) | |||||||||||
Items that may be reclassified subsequently to profit or loss, net of tax: | ||||||||||||||||
Gains/(losses) on cash flow hedges |
60 | 176 | (55 | ) | ||||||||||||
Currency retranslation gains/(losses) |
15B | (2,590 | ) | (15 | ) | (839 | ) | |||||||||
Total comprehensive income | 3,836 | 6,569 | 8,617 | |||||||||||||
Attributable to: | ||||||||||||||||
Non-controlling interests | 286 | 407 | 407 | |||||||||||||
Shareholders equity | 3,550 | 6,162 | 8,210 |
Note 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 116 to 167, which form an integral part of the consolidated financial statements.
Unilever Annual Report on Form 20-F 2020 | 113 |
Consolidated statement of changes in equity
for the year ended 31 December
Consolidated statement of changes in equity |
million
Called up share capital |
million
Share premium account |
million
Unifi- cation reserve |
million
Other
|
million
Retained
|
million
Total |
million
Non- controlling interests |
million
Total
|
||||||||||||||||||||||||
31 December 2017 | 484 | 130 | | (13,587 | ) | 26,413 | 13,440 | 758 | 14,198 | |||||||||||||||||||||||
Hyperinflation restatement to 1 January 2018 | | | | | 393 | 393 | | 393 | ||||||||||||||||||||||||
1 January 2018 (restated) | 484 | 130 | | (13,587 | ) | 26,806 | 13,833 | 758 | 14,591 | |||||||||||||||||||||||
Profit or loss for the period | | | | | 9,369 | 9,369 | 419 | 9,788 | ||||||||||||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||||||||||||||||||
Gains/(losses) on |
||||||||||||||||||||||||||||||||
Equity instruments |
| | | 51 | | 51 | | 51 | ||||||||||||||||||||||||
Cash flow hedges |
| | | (56 | ) | | (56 | ) | 1 | (55 | ) | |||||||||||||||||||||
Remeasurement of defined benefit pension plans |
| | | | (330 | ) | (330 | ) | 2 | (328 | ) | |||||||||||||||||||||
Currency retranslation gains/(losses) |
| | | (814 | ) | (10 | ) | (824 | ) | (15 | ) | (839 | ) | |||||||||||||||||||
Total comprehensive income | | | | (819 | ) | 9,029 | 8,210 | 407 | 8,617 | |||||||||||||||||||||||
Dividends on ordinary capital | | | | | (4,081 | ) | (4,081 | ) | | (4,081 | ) | |||||||||||||||||||||
Repurchase of shares(a) | | | | (6,020 | ) | | (6,020 | ) | | (6,020 | ) | |||||||||||||||||||||
Cancellation of treasury shares(b) | (20 | ) | | | 5,069 | (5,049 | ) | | | | ||||||||||||||||||||||
Other movements in treasury shares(c) | | | | (8 | ) | (245 | ) | (253 | ) | | (253 | ) | ||||||||||||||||||||
Share-based payment credit(d) | | | | | 196 | 196 | | 196 | ||||||||||||||||||||||||
Dividends paid to non-controlling interests | | | | | | | (342 | ) | (342 | ) | ||||||||||||||||||||||
Currency retranslation gains/(losses) net of tax | | (1 | ) | | | | (1 | ) | | (1 | ) | |||||||||||||||||||||
Hedging gain/(loss) transferred to non-financial assets | | | | 71 | | 71 | | 71 | ||||||||||||||||||||||||
Other movements in equity(e) | | | | 76 | (634 | ) | (558 | ) | (103 | ) | (661 | ) | ||||||||||||||||||||
31 December 2018 | 464 | 129 | | (15,218 | ) | 26,022 | 11,397 | 720 | 12,117 | |||||||||||||||||||||||
Impact of adopting IFRIC 23 | | | | | (38 | ) | (38 | ) | | (38 | ) | |||||||||||||||||||||
1 January 2019 (restated) | 464 | 129 | | (15,218 | ) | 25,984 | 11,359 | 720 | 12,079 | |||||||||||||||||||||||
Profit or loss for the period | | | | | 5,625 | 5,625 | 401 | 6,026 | ||||||||||||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||||||||||||||||||
Gains/(losses) on |
||||||||||||||||||||||||||||||||
Equity instruments |
| | | 25 | | 25 | 4 | 29 | ||||||||||||||||||||||||
Cash flow hedges |
| | | 176 | | 176 | | 176 | ||||||||||||||||||||||||
Remeasurement of defined benefit pension plans |
| | | | 352 | 352 | 1 | 353 | ||||||||||||||||||||||||
Currency retranslation gains/(losses) |
| | | (18 | ) | 2 | (16 | ) | 1 | (15 | ) | |||||||||||||||||||||
Total comprehensive income | | | | 183 | 5,979 | 6,162 | 407 | 6,569 | ||||||||||||||||||||||||
Dividends on ordinary capital | | | | | (4,223 | ) | (4,223 | ) | | (4,223 | ) | |||||||||||||||||||||
Cancellation of treasury shares(b) | (44 | ) | | | 9,416 | (9,372 | ) | | | | ||||||||||||||||||||||
Other movements in treasury shares(c) | | | | 64 | (231 | ) | (167 | ) | | (167 | ) | |||||||||||||||||||||
Share-based payment credit(d) | | | | | 151 | 151 | | 151 | ||||||||||||||||||||||||
Dividends paid to non-controlling interests | | | | | | | (435 | ) | (435 | ) | ||||||||||||||||||||||
Currency retranslation gains/(losses) net of tax | | 5 | | | | 5 | | 5 | ||||||||||||||||||||||||
Hedging gain/(loss) transferred to non-financial assets | | | | 32 | | 32 | | 32 | ||||||||||||||||||||||||
Other movements in equity | | | | (51 | ) | (76 | ) | (127 | ) | 2 | (125 | ) | ||||||||||||||||||||
31 December 2019 | 420 | 134 | | (5,574 | ) | 18,212 | 13,192 | 694 | 13,886 | |||||||||||||||||||||||
Profit or loss for the period | | | | | 5,581 | 5,581 | 492 | 6,073 | ||||||||||||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||||||||||||||||||
Gains/(losses) on |
||||||||||||||||||||||||||||||||
Equity instruments |
| | | 68 | | 68 | 10 | 78 | ||||||||||||||||||||||||
Cash flow hedges |
| | | 62 | | 62 | (2 | ) | 60 | |||||||||||||||||||||||
Remeasurement of defined benefit pension plans |
| | | | 217 | 217 | (2 | ) | 215 | |||||||||||||||||||||||
Currency retranslation gains/(losses) |
| | | (2,356 | ) | (22 | ) | (2,378 | ) | (212 | ) | (2,590 | ) | |||||||||||||||||||
Total comprehensive income | | | | (2,226 | ) | 5,776 | 3,550 | 286 | 3,836 | |||||||||||||||||||||||
Dividends on ordinary capital | | | | | (4,300 | ) | (4,300 | ) | | (4,300 | ) | |||||||||||||||||||||
Issue of PLC ordinary shares as part of Unification(f) | 51 | | | | (51 | ) | | | | |||||||||||||||||||||||
Cancellation of NV ordinary shares as part of Unification(f) | (233 | ) | (20 | ) | | | 253 | | | | ||||||||||||||||||||||
Other effects of Unification(g) | (146 | ) | 73,364 | (73,364 | ) | 132 | 14 | | | | ||||||||||||||||||||||
Movements in treasury shares(c) | | | | 220 | (158 | ) | 62 | | 62 | |||||||||||||||||||||||
Share-based payment credit(d) | | | | | 108 | 108 | | 108 | ||||||||||||||||||||||||
Dividends paid to non-controlling interests | | | | | | | (559 | ) | (559 | ) | ||||||||||||||||||||||
Currency retranslation gains/(losses) net of tax | | (6 | ) | | | | (6 | ) | | (6 | ) | |||||||||||||||||||||
Hedging gain/(loss) transferred to non-financial assets | | | | 10 | | 10 | 2 | 12 | ||||||||||||||||||||||||
Net gain arising from Horlicks acquisition(h) | | | | | 2,930 | 2,930 | 1,918 | 4,848 | ||||||||||||||||||||||||
Other movements in equity(e) | | | | (44 | ) | (236 | ) | (280 | ) | 48 | (232 | ) | ||||||||||||||||||||
31 December 2020 | 92 | 73,472 | (73,364 | ) | (7,482 | ) | 22,548 | 15,266 | 2,389 | 17,655 |
(a) | Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programmes announced on 19 April 2018 and 6 April 2017. | |
(b) | During 2019, 254,012,896 NV ordinary shares and 18,660,634 PLC ordinary shares were cancelled and in 2018 122,965,077 PLC ordinary shares were cancelled. The amount paid to repurchase these shares was initially recognised in other reserves and is transferred to retained profit on cancellation. | |
(c) | Includes purchases and sales of treasury shares, 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. | |
(d) | The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees. | |
(e) | 2020 includes 163 million paid for purchase of the non-controlling interest in Unilever Malaysia. 2018 includes a 662 million premium paid for purchase of the non-controlling interest in Unilever South Africa from Remgro. | |
(f) | As part of Unification (see note 1 for further details), the shareholders of NV were issued new PLC ordinary shares, and all NV shares in issue were cancelled. The net impact is recognised in retained profit. | |
(g) | Includes the reduction of PLCs share capital following the cessation of the Equalisation Agreement. Prior to Unification, a conversion rate of £1= 5.143 was used in accordance with the Equalisation Agreement to translate PLCs share capital. Following Unification, PLCs share capital has been translated using the exchange rate at the date of Unification. To reflect the legal share capital of the PLC company, an increase to share premium of 73,364 million and a debit unification reserve for the same amount have been recorded as there is no change in the net assets of the group. This debit is not a loss as a matter of law. | |
(h) | Consideration for the Main Horlicks Acquisition included the issuance of shares in a group subsidiary, Hindustan Unilever Limited, which resulted in a net gain being recognised within equity. See note 21 for further details. |
114 | Unilever Annual Report on Form 20-F 2020 |
Consolidated Financial Statements Unilever Group continued
Consolidated balance sheet
for the year ended 31 December
Notes |
million
2020 |
million
2019 |
||||||||||
Assets | ||||||||||||
Non-current assets | ||||||||||||
Goodwill | 9 | 18,942 | 18,067 | |||||||||
Intangible assets | 9 | 15,999 | 12,962 | |||||||||
Property, plant and equipment | 10 | 10,558 | 12,062 | |||||||||
Pension asset for funded schemes in surplus | 4B | 2,722 | 2,422 | |||||||||
Deferred tax assets | 6B | 1,474 | 1,336 | |||||||||
Financial assets | 17A | 876 | 874 | |||||||||
Other non-current assets | 11 | 931 | 653 | |||||||||
51,502 | 48,376 | |||||||||||
Current assets | ||||||||||||
Inventories | 12 | 4,462 | 4,164 | |||||||||
Trade and other current receivables | 13 | 4,939 | 6,695 | |||||||||
Current tax assets | 372 | 397 | ||||||||||
Cash and cash equivalents | 17A | 5,548 | 4,185 | |||||||||
Other financial assets | 17A | 808 | 907 | |||||||||
Assets held for sale | 22 | 28 | 82 | |||||||||
16,157 | 16,430 | |||||||||||
Total assets | 67,659 | 64,806 | ||||||||||
Liabilities | ||||||||||||
Current liabilities | ||||||||||||
Financial liabilities | 15C | 4,461 | 4,691 | |||||||||
Trade payables and other current liabilities | 14 | 14,132 | 14,768 | |||||||||
Current tax liabilities | 1,451 | 898 | ||||||||||
Provisions | 19 | 547 | 620 | |||||||||
Liabilities held for sale | 22 | 1 | 1 | |||||||||
20,592 | 20,978 | |||||||||||
Non-current liabilities | ||||||||||||
Financial liabilities | 15C | 22,844 | 23,566 | |||||||||
Non-current tax liabilities | 149 | 182 | ||||||||||
Pensions and post-retirement healthcare liabilities: | ||||||||||||
Funded schemes in deficit |
4B | 1,109 | 1,157 | |||||||||
Unfunded schemes |
4B | 1,326 | 1,461 | |||||||||
Provisions | 19 | 583 | 664 | |||||||||
Deferred tax liabilities | 6B | 3,166 | 2,573 | |||||||||
Other non-current liabilities | 14 | 235 | 339 | |||||||||
29,412 | 29,942 | |||||||||||
Total liabilities | 50,004 | 50,920 | ||||||||||
Equity | ||||||||||||
Shareholders equity | 15,266 | 13,192 | ||||||||||
Non-controlling interests | 2,389 | 694 | ||||||||||
Total equity | 17,655 | 13,886 | ||||||||||
Total liabilities and equity | 67,659 | 64,806 |
Note 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 116 to 167, which form an integral part of the consolidated financial statements.
These financial statements have been approved by the Directors.
The Board of Directors
3 March 2021
Unilever Annual Report on Form 20-F 2020 | 115 |
Consolidated cash flow statement
for the year ended 31 December
Notes |
million 2020 |
million
2019 |
million 2018 |
|||||||||||||
Net profit | 6,073 | 6,026 | 9,788 | |||||||||||||
Taxation | 1,923 | 2,263 | 2,572 | |||||||||||||
Share of net (profit)/loss of joint ventures/associates and other (income)/loss from non-current investments and associates | (178 | ) | (176 | ) | (207 | ) | ||||||||||
Net monetary (gain)/loss arising from hyperinflationary economies | (20 | ) | (32 | ) | (122 | ) | ||||||||||
Net finance costs | 5 | 505 | 627 | 608 | ||||||||||||
Operating profit | 8,303 | 8,708 | 12,639 | |||||||||||||
Depreciation, amortisation and impairment | 2,018 | 1,982 | 2,216 | |||||||||||||
Changes in working capital: | 680 | (9 | ) | (793 | ) | |||||||||||
Inventories |
(587 | ) | 313 | (471 | ) | |||||||||||
Trade and other receivables |
1,125 | (445 | ) | (1,298 | ) | |||||||||||
Trade payables and other liabilities |
142 | 123 | 976 | |||||||||||||
Pensions and similar obligations less payments | (182 | ) | (260 | ) | (128 | ) | ||||||||||
Provisions less payments | (53 | ) | 7 | 55 | ||||||||||||
Elimination of (profits)/losses on disposals | 60 | 60 | (4,313 | ) | ||||||||||||
Non-cash charge for share-based compensation | 108 | 151 | 196 | |||||||||||||
Other adjustments(a) | (1 | ) | 2 | (260 | ) | |||||||||||
Cash flow from operating activities | 10,933 | 10,641 | 9,612 | |||||||||||||
Income tax paid | (1,875 | ) | (2,532 | ) | (2,294 | ) | ||||||||||
Net cash flow from operating activities | 9,058 | 8,109 | 7,318 | |||||||||||||
Interest received | 169 | 146 | 110 | |||||||||||||
Purchase of intangible assets | (158 | ) | (210 | ) | (203 | ) | ||||||||||
Purchase of property, plant and equipment | (863 | ) | (1,316 | ) | (1,329 | ) | ||||||||||
Disposal of property, plant and equipment | 89 | 97 | 108 | |||||||||||||
Acquisition of businesses and investments in joint ventures and associates | (1,426 | ) | (1,122 | ) | (1,336 | ) | ||||||||||
Disposal of businesses, joint ventures and associates | 39 | 177 | 7,093 | |||||||||||||
Acquisition of other non-current investments | (128 | ) | (160 | ) | (94 | ) | ||||||||||
Disposal of other non-current investments | 51 | 55 | 151 | |||||||||||||
Dividends from joint ventures, associates and other current/non-current investments | 188 | 164 | 154 | |||||||||||||
(Purchase)/sale of financial assets | 558 | (68 | ) | (10 | ) | |||||||||||
Net cash flow (used in)/from investing activities | (1,481 | ) | (2,237 | ) | 4,644 | |||||||||||
Dividends paid on ordinary share capital | (4,279 | ) | (4,209 | ) | (4,066 | ) | ||||||||||
Interest paid | (624 | ) | (694 | ) | (571 | ) | ||||||||||
Net change in short-term borrowings | 722 | 337 | (4,026 | ) | ||||||||||||
Additional financial liabilities | 3,117 | 5,911 | 10,595 | |||||||||||||
Repayment of financial liabilities | (3,577 | ) | (4,912 | ) | (6,594 | ) | ||||||||||
Capital element of lease payments | (443 | ) | (435 | ) | (481 | ) | ||||||||||
Repurchase of shares | | | (6,020 | ) | ||||||||||||
Other movements on treasury shares | | (201 | ) | (257 | ) | |||||||||||
Other financing activities(b) | (720 | ) | (464 | ) | (693 | ) | ||||||||||
Net cash flow (used in)/from financing activities | (5,804 | ) | (4,667 | ) | (12,113 | ) | ||||||||||
Net increase/(decrease) in cash and cash equivalents | 1,773 | 1,205 | (151 | ) | ||||||||||||
Cash and cash equivalents at the beginning of the year | 4,116 | 3,090 | 3,169 | |||||||||||||
Effect of foreign exchange rate changes | (414 | ) | (179 | ) | 72 | |||||||||||
Cash and cash equivalents at the end of the year | 17A | 5,475 | 4,116 | 3,090 |
(a) | 2018 includes a non-cash credit of 277 million from early settlement of contingent consideration relating to Blueair. | |
(b) | Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interest. | |
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. |
116 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial
Statements Unilever Group
1. Accounting information
and policies
Unification
On 29 November 2020, the Unilever Group underwent a reorganisation so that there were no longer two parent companies, Unilever N.V. (NV) and Unilever PLC (PLC), but one parent company PLC. This reorganisation is referred to as Unification in the Group consolidated financial statements.
Prior to 29 November 2020, the Group operated with two parent companies, NV and PLC, who together with the group companies operated as a single economic entity. NV and PLC had the same Directors and were linked by a series of agreements, including an Equalisation Agreement, which were designed so that the positions of the shareholders of both companies were as closely as possible as if they held shares in a single company. NV and PLC together formed a single reporting entity for the purposes of presenting consolidated financial statements and group companies included in the consolidation included those companies controlled by NV or PLC.
Following Unification, all group companies are now controlled solely by PLC. There is no change to the companies included in the Group as a result of Unification, other than NV ceasing to exist.
Unification was implemented through a Cross-Border Merger, as a result of which (i) PLC acquired all of the assets, liabilities and legal relationships of NV by universal succession of title; (ii) NV was dissolved; and (iii) PLC issued and allotted shares in its capital to former NV shareholders, except for a very small minority of NV shareholders that chose to receive cash instead of PLC shares. The shareholders of NV received one new PLC share in exchange for each NV share held, consistent with the 1 to 1 equalisation ratio as set out in the Equalisation Agreement.
The transfer of assets and liabilities from NV to PLC that occurred as part of the Cross-Border Merger was within the Group so there is no revaluation of these assets and liabilities in the Group financial statements. The only impact to the consolidated balance sheet from Unification is within equity due to the cancellation of NV shares and issuance of PLC shares.
Basis of consolidation
Group companies included in the consolidated financial statements for 2020 are PLC and all subsidiary undertakings, which are those entities controlled by PLC. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on investment.
Due to the operational and contractual arrangements referred to above, prior to Unification NV and PLC formed a single reporting entity for the purposes of presenting consolidated financial statements. Accordingly, group companies included in the comparative information provided in the consolidated financial statements, for 2019 and 2018, are PLC and NV and those companies controlled by NV or PLC during those years.
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. As noted above, Unification did not cause the acquisition by the Group of any new business. All companies controlled by NV before Unification are included in the Group consolidation for the year ending 31 December 2020 and they were already Group companies prior to Unification.
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 accounting standards in conformity with the requirements of the international financial reporting standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and IFRS as issued by the International Accounting Standards Board.
These financial statements are prepared under the historical cost convention unless otherwise indicated.
These financial statements have been prepared on a going concern basis.
Accounting policies
The accounting policies adopted are the same as those which were applied for the previous financial year, except as set out above under the headings Unification and Basis of consolidation and below under the heading Recent accounting developments.
Accounting policies are included in the relevant notes to the consolidated financial statements. These are presented as text highlighted in grey on pages 116 to 167. The accounting policies below are applied throughout the financial statements.
Foreign currencies
The consolidated financial statements are presented in euros. The functional currency of PLC is pound sterling. 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. Apart from the financial statements of group companies in hyperinflationary economies (see below), 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 financial statements of group companies whose functional currency is the currency of a hyperinflationary economy are adjusted for inflation and then translated into euros using the balance sheet exchange rate. Amounts shown for prior years for comparative purposes are not modified. To determine the existence of hyperinflation, the Group assesses the qualitative and quantitative characteristics of the economic environment of the country, such as the cumulative inflation rate over the previous three years.
The ordinary share capital of PLC is translated to euro using the historical rate at the date the shares were issued (see note 15B on page 144).
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 PLC, 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.
Unilever Annual Report on Form 20-F 2020 | 117 |
1. Accounting information and policies continued
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.
Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from 1 July 2018. As a result, application of IAS 29 Financial Reporting in Hyperinflationary Economies has been applied to all Unilever entities whose functional currency is the Argentinian Peso. The application of IAS 29 includes:
◾ | Adjustment of historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date; |
◾ | Adjustment of the income statement for inflation during the reporting period; |
◾ | The income statement is translated at the period end foreign exchange rate instead of an average rate; and |
◾ | Adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency. |
The main effects of the Group consolidated financial statements for 2020 are:
◾ | Total assets are reduced by 68 million |
◾ | Turnover is reduced by 58 million |
◾ | Operating profit is reduced by 23 million |
Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and judgements 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 estimates are those that management believe have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:
◾ | Measurement of defined benefit obligations the valuations of the Groups defined benefit pension plan obligations are dependent on a number of assumptions. These include discount rates, inflation and |
life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B. |
◾ | Measurement of consideration and assets and liabilities acquired as part of business combinations 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. During 2020 Unilever completed several acquisitions, as explained in note 21. The Horlicks brand acquired in 2020 was valued at 2.7 billion based on the expected cashflows of the brand. We involved external professionals to advise on the valuation techniques and key assumptions in the valuation. This input, combined with our internal knowledge and expertise on the relevant market growth opportunities, enabled us to determine the appropriate brand valuation. Additionally, 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. |
The following judgements are those that management believe have the most significant effect on the amounts recognised in the Groups financial statements:
◾ | Separate presentation of items in the income statement certain items of income or expense are presented separately as non-underlying items. These are excluded in several of our performance measures, including underlying operating profit and underlying earnings per share due to their nature and/or frequency of occurrence. See note 3 for further details. |
◾ | 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 uncertainty 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. |
◾ | Recognition of pension surplus where there is an accounting surplus on a defined benefit plan, management uses judgement to determine whether the Group can realise the surplus through refunds, reductions in future combinations or a combination of both. |
Recent accounting developments adopted by the Group
The Group applied for the first-time amendments to the following standards from 1 January 2020.
Applicable standard | Key requirements | Impact on Group | ||
Interest Rate Benchmark Reform (Phase 1)
Amendments to IFRS 9, IAS 39 and IFRS 7 |
The amendments modified specific hedge accounting requirements so entities can continue to forecast future cash flows assuming that the interest rate benchmark continue despite ongoing reviews of interest rate benchmark reform. As a result there is no requirement for an entity to discontinue hedge relationships or to reassess the economic relationships between hedged items and hedging instruments as a result of the uncertainties of the interest rate benchmark reform.
|
We do not have significant derivatives that refer to an interest rate benchmark so these amendments have not had a material impact on Unilever. |
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2020 were not applicable or material to Unilever.
118 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group 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 new standards have been released but are not yet adopted by the Group. The expected impact and progress is shown below. 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 | |
Interest Rate Benchmark Reform (Phase 2)
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 |
The amendments are applicable when an existing interest rate benchmark is replaced by another interest rate benchmark. The amendments provide a practical expedient that modifications to asset and liability values as a direct consequence of the interest rate benchmark reform and made on an economically equivalent basis (i.e. where the basis for determining contractual cash flows is the same), can be accounted for by only updating the effective interest rate. | |
Effective from the year ended 31 December 2021
|
Additionally, hedge accounting is not discontinued solely because of the replacement of another interest rate benchmark. Hedging relationships (and related documentation) must instead be amended to reflect modifications to the hedged item, hedging instrument and hedged risk.
|
|
IFRS 17 Insurance Contracts
Effective from the year ended 31 December 2023 |
This standard introduces a new model for accounting for insurance contracts. Work continues to review existing arrangements to determine the impact on adoption. |
All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 2021 onwards are not applicable or material to Unilever.
2. Segment information
Unilever Annual Report on Form 20-F 2020 | 119 |
2. Segment information continued
Our segments are comprised of similar product categories. 10 categories (2019: 9; 2018: 9) individually accounted for 5% or more of our revenue in one or more of the last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:
Category | Segment | 2020 | 2019 | 2018 | ||||||||||
Fabric | Home Care | 14 | % | 15 | % | 15 | % | |||||||
Ice cream | Foods & Refreshment | 13 | % | 13 | % | 13 | % | |||||||
Skin Cleansing | Beauty & Personal Care | 12 | % | 10 | % | 10 | % | |||||||
Hair care | Beauty & Personal Care | 11 | % | 12 | % | 12 | % | |||||||
Savoury | Foods & Refreshment | 11 | % | 11 | % | 11 | % | |||||||
Deodorants | Beauty & Personal Care | 8 | % | 8 | % | 8 | % | |||||||
Skin care | Beauty & Personal Care | 7 | % | 8 | % | 7 | % | |||||||
Dressings | Foods & Refreshment | 6 | % | 5 | % | 5 | % | |||||||
Tea | Foods & Refreshment | 6 | % | 6 | % | 6 | % | |||||||
Home & Hygiene | Home Care | 5 | % | 4 | % | 4 | % | |||||||
Other | 8 | % | 7 | % | 9 | % |
The Group operating segment information is provided based on three product areas: Beauty & Personal Care, Foods & Refreshment and Home Care.
Notes |
million
Beauty & Personal Care |
million
Foods & Refreshment |
million
Care |
million
Total |
||||||||||||||
2020 | ||||||||||||||||||
Turnover | 21,124 | 19,140 | 10,460 | 50,724 | ||||||||||||||
Operating profit | 4,311 | 2,749 | 1,243 | 8,303 | ||||||||||||||
Non-underlying items | 3 | 280 | 508 | 276 | 1,064 | |||||||||||||
Underlying operating profit | 4,591 | 3,257 | 1,519 | 9,367 | ||||||||||||||
Share of net profit/(loss) of joint ventures and associates | 7 | 163 | 5 | 175 | ||||||||||||||
Significant non-cash charges: | ||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||
Depreciation and amortisation |
710 | 946 | 362 | 2,018 | ||||||||||||||
Share-based compensation and other non-cash charges(a) |
77 | 85 | 41 | 203 | ||||||||||||||
Within non-underlying items: |
||||||||||||||||||
Impairment and other non-cash charges(b) |
38 | 77 | 35 | 150 | ||||||||||||||
2019 | ||||||||||||||||||
Turnover | 21,868 | 19,287 | 10,825 | 51,980 | ||||||||||||||
Operating profit | 4,520 | 2,811 | 1,377 | 8,708 | ||||||||||||||
Non-underlying items | 3 | 440 | 571 | 228 | 1,239 | |||||||||||||
Underlying operating profit | 4,960 | 3,382 | 1,605 | 9,947 | ||||||||||||||
Share of net profit/(loss) of joint ventures and associates | 1 | 171 | 4 | 176 | ||||||||||||||
Significant non-cash charges: | ||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||
Depreciation and amortisation |
693 | 902 | 369 | 1,964 | ||||||||||||||
Share-based compensation and other non-cash charges(a) |
62 | 56 | 50 | 168 | ||||||||||||||
Within non-underlying items: |
||||||||||||||||||
Impairment and other non-cash charges(b) |
105 | 159 | 46 | 310 | ||||||||||||||
2018 | ||||||||||||||||||
Turnover | 20,624 | 20,227 | 10,131 | 50,982 | ||||||||||||||
Operating profit | 4,165 | 7,287 | 1,187 | 12,639 | ||||||||||||||
Non-underlying items | 3 | 378 | (3,711 | ) | 157 | (3,176 | ) | |||||||||||
Underlying operating profit | 4,543 | 3,576 | 1,344 | 9,463 | ||||||||||||||
Share of net profit/(loss) of joint ventures and associates | (1 | ) | 183 | 3 | 185 | |||||||||||||
Significant non-cash charges: | ||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||
Depreciation and amortisation |
686 | 949 | 373 | 2,008 | ||||||||||||||
Share-based compensation and other non-cash charges(a) |
102 | 102 | 46 | 250 | ||||||||||||||
Within non-underlying items: |
||||||||||||||||||
Impairment and other non-cash charges(b) |
122 | 164 | 263 | 549 |
(a) | Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non-underlying activities. | |
(b) | Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions. |
120 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
2. Segment information continued
The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover 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 the Unilever Leadership Executive (ULE).
As part of Unification, Unilever PLC became the single parent of the Group and the United Kingdom became the country of domicile. Before Unification, the countries of domicile were the United Kingdom and the Netherlands. Turnover and non-current assets for the domicile country, the United States and India (being the two largest country outside the home countries) and for all other countries are:
million | million | million | million | million | ||||||||||||||||
United | United | |||||||||||||||||||
Kingdom | States | India | Others(a) | Total | ||||||||||||||||
2020 | ||||||||||||||||||||
Turnover | 2,391 | 9,363 | 4,993 | 33,977 | 50,724 | |||||||||||||||
Non-current assets(b) | 3,587 | 12,946 | 6,264 | 23,633 | 46,430 | |||||||||||||||
2019 | ||||||||||||||||||||
Turnover | 2,306 | 8,702 | 4,964 | 36,009 | 51,980 | |||||||||||||||
Non-current assets(b) | 3,891 | 13,326 | 1,137 | 25,391 | 43,744 | |||||||||||||||
2018 | ||||||||||||||||||||
Turnover | 2,385 | 8,305 | 4,565 | 35,727 | 50,982 | |||||||||||||||
Non-current assets(b) | 3,160 | 12,471 | 1,080 | 25,400 | 42,111 |
(a) | Includes the Netherlands that was presented as country of domicile in prior years. | |
(b) | For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the consolidated balance sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the countries where they were acquired. |
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
Additional information by geographies
Although the Groups operations are managed by product area, we provide additional information based on geographies. The analysis of turnover by geographical area is stated on the basis of origin.
million | million | million | million | |||||||||||||
Asia/ | The | |||||||||||||||
AMET/RUB(a) | Americas(b) | Europe | Total | |||||||||||||
2020 | ||||||||||||||||
Turnover | 23,440 | 16,080 | 11,204 | 50,724 | ||||||||||||
Operating profit | 4,137 | 2,723 | 1,443 | 8,303 | ||||||||||||
Non-underlying items | 409 | 249 | 406 | 1,064 | ||||||||||||
Underlying operating profit | 4,546 | 2,973 | 1,848 | 9,367 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates | 8 | 122 | 45 | 175 | ||||||||||||
2019 | ||||||||||||||||
Turnover | 24,129 | 16,482 | 11,369 | 51,980 | ||||||||||||
Operating profit | 4,418 | 2,683 | 1,607 | 8,708 | ||||||||||||
Non-underlying items | 439 | 395 | 405 | 1,239 | ||||||||||||
Underlying operating profit | 4,857 | 3,078 | 2,012 | 9,947 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates | (5 | ) | 126 | 55 | 176 | |||||||||||
2018 | ||||||||||||||||
Turnover | 22,868 | 16,020 | 12,094 | 50,982 | ||||||||||||
Operating profit | 4,824 | 3,621 | 4,194 | 12,639 | ||||||||||||
Non-underlying items | (437 | ) | (892 | ) | (1,847 | ) | (3,176 | ) | ||||||||
Underlying operating profit | 4,387 | 2,729 | 2,347 | 9,463 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates | | 114 | 71 | 185 |
(a) |
Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus. |
(b) |
Americas sales in North America were 10,117 million (2019: 9,411 million; 2018 9,041 million) and in Latin America were 5,963 million (2019: 7,071 million; 2018: 6,979 million). |
Disaggregation of sales by markets are:
million | million | million | ||||||||||
2020 | 2019 | 2018 | ||||||||||
Emerging markets | 29,281 | 31,021 | 29,654 | |||||||||
Developed markets | 21,443 | 20,959 | 21,328 |
Transactions between the Unilever Groups geographical regions are carried out on an arms length basis and their net impact is immaterial.
Unilever Annual Report on Form 20-F 2020 | 121 |
3. Operating costs and non-underlying items
Operating costs Operating costs include cost of sales, brand and marketing investment and overheads.
(i) Cost of sales Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related production costs. Distribution costs are charged to the income statement as incurred.
(ii) Brand and marketing investment Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.
(iii) Overheads Overheads include staff costs associated with sales activities and central functions such as finance, human resources and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement as incurred.
Non-underlying items These items are relevant to an understanding of our financial performance due to their nature and/or frequency of occurrence.
(i) Non-underlying items within operating profit These are gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other items within operating profit classified here due to their nature and/or frequency. 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.
(ii) Non-underlying items not in operating profit but within net profit These are net monetary gain or loss arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/ (loss) of joint ventures and associates and taxation. |
million 2020 |
million 2019 |
million 2018 |
||||||||||
Turnover | 50,724 | 51,980 | 50,982 | |||||||||
Cost of sales | (28,684 | ) | (29,102 | ) | (28,703 | ) | ||||||
of which: | ||||||||||||
Distribution costs |
(3,104 | ) | (3,089 | ) | (3,057 | ) | ||||||
Production costs |
(3,696 | ) | (3,701 | ) | (3,732 | ) | ||||||
Raw and packaging materials and goods purchased for resale |
(20,400 | ) | (20,769 | ) | (20,516 | ) | ||||||
Other |
(1,484 | ) | (1,543 | ) | (1,398 | ) | ||||||
Gross profit | 22,040 | 22,878 | 22,279 | |||||||||
Selling and administrative expenses | (12,673 | ) | (12,931 | ) | (12,816 | ) | ||||||
of which: |
||||||||||||
Brand and marketing investment |
(7,091 | ) | (7,272 | ) | (7,150 | ) | ||||||
Overheads |
(5,582 | ) | (5,659 | ) | (5,666 | ) | ||||||
of which: Research and development |
(800 | ) | (840 | ) | (900 | ) | ||||||
Non-underlying items within operating profit before tax | (1,064 | ) | (1,239 | ) | 3,176 | |||||||
Operating profit | 8,303 | 8,708 | 12,639 |
Exchange losses within operating costs in 2020 are 45 million (2019: 41 million; 2018: 49 million).
Non-underlying items
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.
122 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
3. Operating costs and non-underlying items continued
million 2020 |
million 2019 |
million 2018 |
||||||||||
Non-underlying items within operating profit before tax | (1,064 | ) | (1,239 | ) | 3176 | |||||||
Acquisition and disposal-related costs |
(69 | ) | (132 | ) | 76 | |||||||
Gain on disposal of group companies(a) |
8 | 70 | 4,331 | |||||||||
Restructuring costs(b) |
(916 | ) | (1,159 | ) | (914 | ) | ||||||
Impairments(c) |
| (18 | ) | (208 | ) | |||||||
Other(d) |
(87 | ) | | (109 | ) | |||||||
Tax on non-underlying items within operating profit | 272 | 309 | (259 | ) | ||||||||
Non-underlying items within operating profit after tax | (792 | ) | (930 | ) | 2,917 | |||||||
Non-underlying items not in operating profit but within net profit before tax | (36 | ) | 35 | 154 | ||||||||
Share of gain on disposal of Spreads business in Portugal JV |
| 3 | 32 | |||||||||
Interest related to the UK tax audit of intangible income and centralised services |
(56 | ) | | | ||||||||
Net monetary gain arising from hyperinflationary economies |
20 | 32 | 122 | |||||||||
Tax impact of non-underlying items not in operating profit but within net profit | (146 | ) | (196 | ) | (29 | ) | ||||||
Impact of US tax reform |
| | (29 | ) | ||||||||
Taxes related to the reorganisation of our European business |
(58 | ) | (175 | ) | | |||||||
Taxes related to share buyback as part of Unification |
(30 | ) | | | ||||||||
Taxes related to the UK tax audit of intangible income and centralised services |
(53 | ) | | | ||||||||
Hyperinflation adjustment for Argentina deferred tax |
(5 | ) | (21 | ) | | |||||||
Non-underlying items not in operating profit but within net profit after tax | (182 | ) | (161 | ) | 125 | |||||||
Non-underlying items after tax(e) | (974 | ) | (1,091 | ) | 3,042 | |||||||
Attributable to: | ||||||||||||
Non-controlling interest |
(23 | ) | (28 | ) | 18 | |||||||
Shareholders equity |
(951 | ) | (1,063 | ) | 3,024 |
(a) |
2020 gain relates to a laundry bar business disposal. 2019 includes a gain of 57 million relating to the disposal of Alsa. 2018 includes a gain of 4,331 million on disposal of spreads business. |
(b) |
Restructuring costs are comprised of various supply chain optimisation projects and organisational change programmes across markets. |
(c) |
2019 includes a charge of 18 million relating to an impairment of goodwill for a local business classified to held for sale. |
(d) |
2020 includes a charge of 87 million for litigation matters in relation to investigations by national competition authorities. |
(e) |
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. |
4. Employees
4A. Staff and management costs
Staff costs |
million 2020 |
million 2019 |
million 2018 |
|||||||||
Wages and salaries | (5,051 | ) | (5,364 | ) | (5,346 | ) | ||||||
Social security costs | (519 | ) | (541 | ) | (571 | ) | ||||||
Other pension costs | (419 | ) | (334 | ) | (439 | ) | ||||||
Share-based compensation costs | (108 | ) | (151 | ) | (196 | ) | ||||||
(6,097 | ) | (6,390 | ) | (6,552 | ) | |||||||
Average number of employees during the year |
000 2020 |
000 2019 |
000 2018 |
|||||||||
Asia/AMET/RUB | 83 | 84 | 88 | |||||||||
The Americas | 38 | 40 | 40 | |||||||||
Europe | 29 | 29 | 30 | |||||||||
150 | 153 | 158 |
Unilever Annual Report on Form 20-F 2020 | 123 |
4A. Staff and management costs continued
(a) |
Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is 10 million (2019: 17 million; 2018: 19 million). |
(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.
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 by external consultants. 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 11% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year. |
For defined contribution plans, the charges to the income statement are the company contributions payable, as the companys obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group. |
Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and the Netherlands. In the UK, we currently operate a combination of an open career average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. The career average defined benefit plan will be closed to new entrants later in 2021. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded.
Governance
The majority of the Groups externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plans stakeholders. They are tasked with periodic reviews of the solvency of the plan in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the companys policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.
Investment strategy
The Groups investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The plans continue to invest a good proportion of the assets in equities, which the Group believes offer the best returns over the long term, commensurate with an acceptable level of risk. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain markets, inflation risk. There are no unusual entity or plan-specific risks to the Group. For risk control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans investments are overseen by Unilevers internal investment company, the Univest Company.
124 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
4B. Pensions and similar obligations continued
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 the principal defined benefit plans (representing approximately 96% of total pension liabilities and other post-employment benefit liabilities).
31 December 2020 | 31 December 2019 | |||||||||||||||||||
Defined benefit
pension plans |
Other post-
employment benefit plans |
Defined benefit
pension plans |
Other
post-
employment benefit plans |
|||||||||||||||||
Discount rate | 1.3% | 3.3% | 1.9% | 3.9% | ||||||||||||||||
Inflation | 2.2% | n/a | 2.3% | n/a | ||||||||||||||||
Rate of increase in salaries | 2.9% | 3.0% | 2.9% | 3.0% | ||||||||||||||||
Rate of increase for pensions in payment (where provided) | 2.1% | n/a | 2.2% | n/a | ||||||||||||||||
Rate of increase for pensions in deferment (where provided) | 2.3% | n/a | 2.4% | n/a | ||||||||||||||||
Long-term medical cost inflation | n/a | 5.1% | n/a | 5.4% |
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 6% to the long-term rate within the next four years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
During 2020, refinements were made in assumption setting methodologies to reflect changes being made more generally by corporates and their advisers in setting discount rates and future inflation rates, specifically in the UK, which resulted in a 880 million lower liability.
For the UK and Netherlands pension plans, representing approximately 70% of all defined benefit pension liabilities, the assumptions used at 31 December 2020 and 2019 were:
United Kingdom | Netherlands | |||||||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||||||
Discount rate | 1.4% | 2.0 | % | 0.7 | % | 1.1 | % | |||||||||||||
Inflation | 2.7% | 2.9 | % | 1.5 | % | 1.5 | % | |||||||||||||
Rate of increase in salaries | 3.3% | 3.2 | % | 2.0 | % | 2.0 | % | |||||||||||||
Rate of increase for pensions in payment (where provided) | 2.7% | 2.8 | % | 1.5 | % | 1.5 | % | |||||||||||||
Rate of increase for pensions in deferment (where provided) | 2.7% | 2.8 | % | 1.5 | % | 1.5 | % | |||||||||||||
Number of years a current pensioner is expected to live beyond age 65: | ||||||||||||||||||||
Men |
21.7 | 21.6 | 21.5 | 22.6 | ||||||||||||||||
Women |
23.4 | 23.4 | 23.6 | 24.1 | ||||||||||||||||
Number of years a future pensioner currently aged 45 is expected to live beyond age 65: | ||||||||||||||||||||
Men |
22.7 | 22.6 | 23.4 | 24.5 | ||||||||||||||||
Women |
24.6 | 24.6 | 25.4 | 26.2 |
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 2020 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2019 actuarial valuation. Future improvements in longevity have been allowed for in line with the core CMI 2018 Mortality Projections Model with a 1.0% p.a. long-term improvement rate.
Netherlands: The Dutch Actuarial Societys AG Prognosetafel 2020 table is used with correction factors (2020) 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.
Unilever Annual Report on Form 20-F 2020 | 125 |
4B. Pensions and similar obligations continued
Income statement
The charge to the income statement comprises:
Notes |
million 2020 |
million 2019 |
million 2018 |
|||||||||||||
Charged to operating profit: | ||||||||||||||||
Defined benefit pension and other benefit plans: | ||||||||||||||||
Current service cost |
(223 | ) | (216 | ) | (220 | ) | ||||||||||
Employee contributions |
17 | 17 | 17 | |||||||||||||
Special termination benefits |
(37 | ) | (5 | ) | (16 | ) | ||||||||||
Past service cost including (losses)/gains on curtailments |
20 | 65 | (41 | ) | ||||||||||||
Settlements |
7 | (2 | ) | | ||||||||||||
Defined contribution plans | (203 | ) | (193 | ) | (179 | ) | ||||||||||
Total operating cost | 4A | (419 | ) | (334 | ) | (439 | ) | |||||||||
Finance income/(cost)(a) | 5 | (9 | ) | (30 | ) | (25 | ) | |||||||||
Net impact on the income statement (before tax) | (428 | ) | (364 | ) | (464 | ) |
(a) |
This includes the impact of interest on asset ceiling. |
Statement of comprehensive income
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability/asset.
million 2020 |
million 2019 |
million 2018 |
||||||||||||||
Return on plan assets excluding amounts included in net finance income/(cost) | 1,494 | 2,385 | (1,108 | ) | ||||||||||||
Change in asset ceiling, excluding amounts included in finance cost | 2 | (37 | ) | | ||||||||||||
Actuarial gains/(losses) arising from changes in demographic assumptions | 246 | 183 | 42 | |||||||||||||
Actuarial gains/(losses) arising from changes in financial assumptions | (1,414 | ) | (2,138 | ) | 611 | |||||||||||
Experience gains/(losses) arising on pension plan and other benefit plan liabilities | (78 | ) | (12 | ) | 18 | |||||||||||
Total of defined benefit costs recognised in other comprehensive income | 250 | 381 | (437 | ) |
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 2020 | million 2019 | |||||||||||||||||||
Pension plans |
Other post-
employment benefit plans |
Pension plans |
Other post-
employment benefit plans |
|||||||||||||||||
Fair value of assets | 24,023 | 9 | 23,749 | 14 | ||||||||||||||||
Present value of liabilities | (23,272 | ) | (447 | ) | (23,438 | ) | (484 | ) | ||||||||||||
Computed net assets/(liabilities) | 751 | (438 | ) | 311 | (470 | ) | ||||||||||||||
Irrecoverable surplus(a) | (26 | ) | | (37 | ) | | ||||||||||||||
Net pension assets/(liabilities) | 725 | (438 | ) | 274 | (470 | ) | ||||||||||||||
Of which in respect of: | ||||||||||||||||||||
Funded plans in surplus: |
||||||||||||||||||||
Liabilities |
(18,043 | ) | | (17,772 | ) | | ||||||||||||||
Assets |
20,790 | 1 | 20,229 | 2 | ||||||||||||||||
Aggregate Surplus: |
2,747 | 1 | 2,457 | 2 | ||||||||||||||||
Irrecoverable surplus |
(26 | ) | | (37 | ) | | ||||||||||||||
Pension asset net of liabilities |
2,721 | 1 | 2,420 | 2 | ||||||||||||||||
Funded plans in deficit: |
||||||||||||||||||||
Liabilities |
(4,310 | ) | (40 | ) | (4,657 | ) | (32 | ) | ||||||||||||
Assets |
3,233 | 8 | 3,520 | 12 | ||||||||||||||||
Pension liability net of assets |
(1,077 | ) | (32 | ) | (1,137 | ) | (20 | ) | ||||||||||||
Unfunded plans: |
||||||||||||||||||||
Pension liability |
(919 | ) | (407 | ) | (1,009 | ) | (452 | ) |
(a) |
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. |
126 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
4B. Pensions and similar obligations continued
Reconciliation of change in assets and liabilities
The group of plans within Rest of world category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.
Movements in assets during the year:
UK | Netherlands |
Rest of world |
million 2020 Total |
UK | Netherlands |
Rest of world |
million 2019 Total |
|||||||||||||||||||||||||
1 January | 12,122 | 5,522 | 6,082 | 23,726 | 10,329 | 4,996 | 5,555 | 20,880 | ||||||||||||||||||||||||
Employee contributions | | | 17 | 17 | | | 17 | 17 | ||||||||||||||||||||||||
Settlements | | | (67 | ) | (67 | ) | | | | | ||||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) | 1,109 | 206 | 179 | 1,494 | 1,233 | 588 | 564 | 2,385 | ||||||||||||||||||||||||
Change in asset ceiling, excluding amounts included in finance cost | | | 2 | 2 | | | (37 | ) | (37 | ) | ||||||||||||||||||||||
Interest income(a) | 230 | 60 | 146 | 436 | 292 | 89 | 192 | 573 | ||||||||||||||||||||||||
Employer contributions | 104 | 12 | 282 | 398 | 94 | 14 | 293 | 401 | ||||||||||||||||||||||||
Benefit payments | (467 | ) | (166 | ) | (507 | ) | (1,140 | ) | (455 | ) | (165 | ) | (588 | ) | (1,208 | ) | ||||||||||||||||
Others | 46 | (47 | ) | 21 | 20 | | | 2 | 2 | |||||||||||||||||||||||
Currency retranslation | (645 | ) | | (235 | ) | (880 | ) | 629 | | 84 | 713 | |||||||||||||||||||||
31 December | 12,499 | 5,587 | 5,920 | 24,006 | 12,122 | 5,522 | 6,082 | 23,726 |
(a) |
This includes the impact of interest on asset ceiling. |
Movements in liabilities during the year:
UK | Netherlands |
Rest of world |
million 2020 Total |
UK | Netherlands |
Rest of world |
million 2019 Total |
|||||||||||||||||||||||||
1 January | (11,001 | ) | (5,097 | ) | (7,824 | ) | (23,922 | ) | (9,739 | ) | (4,664 | ) | (7,351 | ) | (21,754 | ) | ||||||||||||||||
Current service cost | (114 | ) | (3 | ) | (106 | ) | (223 | ) | (104 | ) | (4 | ) | (108 | ) | (216 | ) | ||||||||||||||||
Special termination benefits | | | (37 | ) | (37 | ) | | | (5 | ) | (5 | ) | ||||||||||||||||||||
Past service costs including (losses)/gains on curtailments | 17 | | 3 | 20 | 56 | | 9 | 65 | ||||||||||||||||||||||||
Settlements | | | 74 | 74 | | | (2 | ) | (2 | ) | ||||||||||||||||||||||
Interest cost | (208 | ) | (55 | ) | (182 | ) | (445 | ) | (276 | ) | (82 | ) | (245 | ) | (603 | ) | ||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions | (1 | ) | 245 | 2 | 246 | 157 | 14 | 12 | 183 | |||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions | (806 | ) | (354 | ) | (254 | ) | (1,414 | ) | (955 | ) | (511 | ) | (672 | ) | (2,138 | ) | ||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments | (67 | ) | (6 | ) | (5 | ) | (78 | ) | (44 | ) | (15 | ) | 47 | (12 | ) | |||||||||||||||||
Benefit payments | 467 | 166 | 507 | 1,140 | 455 | 165 | 588 | 1,208 | ||||||||||||||||||||||||
Others | (44 | ) | 44 | (38 | ) | (38 | ) | | | (20 | ) | (20 | ) | |||||||||||||||||||
Currency retranslation | 609 | | 349 | 958 | (551 | ) | | (77 | ) | (628 | ) | |||||||||||||||||||||
31 December | (11,148 | ) | (5,060 | ) | (7,511 | ) | (23,719 | ) | (11,001 | ) | (5,097 | ) | (7,824 | ) | (23,922 | ) |
Unilever Annual Report on Form 20-F 2020 | 127 |
4B. Pensions and similar obligations continued
Movements in (deficit)/surplus during the year:
UK | Netherlands |
Rest of world |
million 2020 Total |
UK | Netherlands |
Rest of world |
million 2019 Total |
|||||||||||||||||||||||||
1 January | 1,121 | 425 | (1,742 | ) | (196 | ) | 590 | 332 | (1,796 | ) | (874 | ) | ||||||||||||||||||||
Current service cost | (114 | ) | (3 | ) | (106 | ) | (223 | ) | (104 | ) | (4 | ) | (108 | ) | (216 | ) | ||||||||||||||||
Employee contributions | | | 17 | 17 | | | 17 | 17 | ||||||||||||||||||||||||
Special termination benefits | | | (37 | ) | (37 | ) | | | (5 | ) | (5 | ) | ||||||||||||||||||||
Past service costs including (losses)/gains on curtailments | 17 | | 3 | 20 | 56 | | 9 | 65 | ||||||||||||||||||||||||
Settlements | | | 7 | 7 | | | (2 | ) | (2 | ) | ||||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) | 1,109 | 206 | 179 | 1,494 | 1,233 | 588 | 564 | 2,385 | ||||||||||||||||||||||||
Change in asset ceiling, excluding amounts included in finance cost | | | 2 | 2 | | | (37 | ) | (37 | ) | ||||||||||||||||||||||
Interest cost | (208 | ) | (55 | ) | (182 | ) | (445 | ) | (276 | ) | (82 | ) | (245 | ) | (603 | ) | ||||||||||||||||
Interest income(a) | 230 | 60 | 146 | 436 | 292 | 89 | 192 | 573 | ||||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions | (1 | ) | 245 | 2 | 246 | 157 | 14 | 12 | 183 | |||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions | (806 | ) | (354 | ) | (254 | ) | (1,414 | ) | (955 | ) | (511 | ) | (672 | ) | (2,138 | ) | ||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments | (67 | ) | (6 | ) | (5 | ) | (78 | ) | (44 | ) | (15 | ) | 47 | (12 | ) | |||||||||||||||||
Employer contributions | 104 | 12 | 282 | 398 | 94 | 14 | 293 | 401 | ||||||||||||||||||||||||
Benefit payments | | | | | | | | | ||||||||||||||||||||||||
Others | 2 | (3 | ) | (17 | ) | (18 | ) | | | (18 | ) | (18 | ) | |||||||||||||||||||
Currency retranslation | (36 | ) | | 114 | 78 | 78 | | 7 | 85 | |||||||||||||||||||||||
31 December | 1,351 | 527 | (1,591 | ) | 287 | 1,121 | 425 | (1,742 | ) | (196 | ) |
(a) |
This includes the impact of interest on asset ceiling. |
The actual return on plan assets during 2020 was 1,930 million, being 1,494 million of asset returns and 436 million of interest income shown in the tables above (2019: 2,958 million).
Movements in irrecoverable surplus during the year:
UK | Netherlands |
Rest of world |
million 2020 Total |
UK | Netherlands |
Rest of world |
million 2019 Total |
|||||||||||||||||||||||||
1 January | | | (37 | ) | (37 | ) | | | | | ||||||||||||||||||||||
Interest income | | | (1 | ) | (1 | ) | | | | | ||||||||||||||||||||||
Change in irrecoverable surplus in excess of interest | | | 2 | 2 | | | (37 | ) | (37 | ) | ||||||||||||||||||||||
Currency retranslations | | | 10 | 10 | | | | | ||||||||||||||||||||||||
31 December | | | (26 | ) | (26 | ) | | | (37 | ) | (37 | ) |
The duration of the principal defined benefit plan liabilities (representing 96% of total pension liabilities and other post-employment benefit liabilities) and the split of liabilities between different categories of plan participants are:
UK | Netherlands |
Rest of world(a) |
2020 Total |
UK | Netherlands |
Rest of world(a) |
2019 Total |
|||||||||||||||||||||||||
Duration (years) | 18 | 18 | 13 | 7 to 22 | 18 | 19 | 13 | 7 to 23 | ||||||||||||||||||||||||
Active members | 12 | % | 12 | % | 20 | % | 14 | % | 14 | % | 14 | % | 21 | % | 16 | % | ||||||||||||||||
Deferred members | 35 | % | 43 | % | 17 | % | 32 | % | 34 | % | 41 | % | 17 | % | 31 | % | ||||||||||||||||
Retired members | 53 | % | 45 | % | 63 | % | 54 | % | 52 | % | 45 | % | 62 | % | 53 | % |
(a) |
Rest of world numbers shown are weighted averages by liabilities. |
128 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
4B. Pensions and similar obligations continued
Plan assets
The group of plans within Rest of world category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.
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 2020 |
million 31 December 2019 |
|||||||||||||||||||||||||||||||||||
UK | Netherlands |
Rest of world |
2020 Total |
UK | Netherlands |
Rest of world |
2019 Total |
|||||||||||||||||||||||||||||
Total plan assets | 12,499 | 5,587 | 5,937 | 24,023 | 12,122 | 5,522 | 6,105 | 23,749 | ||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Equities total | 4,653 | 1,837 | 1,694 | 8,184 | 4,173 | 1,831 | 1,752 | 7,756 | ||||||||||||||||||||||||||||
Europe |
921 | 437 | 506 | 1,864 | 930 | 517 | 583 | 2,030 | ||||||||||||||||||||||||||||
North America |
2,740 | 894 | 747 | 4,381 | 2,312 | 825 | 707 | 3,844 | ||||||||||||||||||||||||||||
Other |
992 | 506 | 441 | 1,939 | 931 | 489 | 462 | 1,882 | ||||||||||||||||||||||||||||
Fixed income total | 5,819 | 2,766 | 3,108 | 11,693 | 5,317 | 2,795 | 3,250 | 11,362 | ||||||||||||||||||||||||||||
Government bonds |
3,292 | 798 | 1,367 | 5,457 | 2,711 | 765 | 1,369 | 4,845 | ||||||||||||||||||||||||||||
Investment grade corporate bonds |
1,167 | 540 | 1,111 | 2,818 | 1,120 | 542 | 1,272 | 2,934 | ||||||||||||||||||||||||||||
Other fixed income |
1,360 | 1,428 | 630 | 3,418 | 1,486 | 1,488 | 609 | 3,583 | ||||||||||||||||||||||||||||
Private equity | 274 | 64 | 9 | 347 | 325 | 65 | 6 | 396 | ||||||||||||||||||||||||||||
Property and real estate | 835 | 456 | 332 | 1,623 | 916 | 491 | 321 | 1,728 | ||||||||||||||||||||||||||||
Hedge funds | 318 | | 62 | 380 | 688 | | 69 | 757 | ||||||||||||||||||||||||||||
Other | 470 | 320 | 377 | 1,167 | 454 | 289 | 415 | 1,158 | ||||||||||||||||||||||||||||
Other plans | | | 370 | 370 | | | 300 | 300 | ||||||||||||||||||||||||||||
Assets/fund (liabilities) that are not employee benefits | ||||||||||||||||||||||||||||||||||||
Derivatives | 130 | 144 | (15 | ) | 259 | 249 | 51 | (8 | ) | 292 |
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 derivatives and other instruments to hedge some of its exposure to inflation and interest rate risk the degree of this hedging of liabilities was 70% for interest rate and 70% for inflation for the UK plan and 33% for interest rate and 20% for inflation for the Netherlands plan. Foreign currency exposures in part are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to 9 million (0.04% of total plan assets) and 12 million (0.05% of total plan assets) at 31 December 2020 and 2019 respectively. Property includes property occupied by Unilever amounting to 29 million and 30 million at 31 December 2020 and 2019 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to 44 million (2019: 54 million) to fund pension and similar obligations in the United States (see also note 17A on page 157).
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% | -8% | ||||||||||||||||
Inflation rate | Increase by 0.5% | 6% | 9% | 6% | ||||||||||||||||
Life expectancy | Increase by 1 year | 5% | 5% | 5% | ||||||||||||||||
Long-term medical cost inflation(a) | Increase by 1.0% | 0% | 0% | 3% |
(a) |
Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities. |
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
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.
Unilever Annual Report on Form 20-F 2020 | 129 |
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 2021 Estimate |
million 2020 |
million 2019 |
million 2018 |
|||||||||||||
Company contributions to funded plans: | ||||||||||||||||
Defined benefit(a) |
285 | 266 | 244 | 238 | ||||||||||||
Defined contributions |
220 | 203 | 193 | 179 | ||||||||||||
Benefits paid by the company in respect of unfunded plans: | ||||||||||||||||
Defined benefit |
135 | 132 | 157 | 144 | ||||||||||||
Group cash flow in respect of pensions and similar benefits | 640 | 601 | 594 | 561 |
(a) |
Following the conclusion of the 2019 Funding valuation of the US Unicare Pension Plan, the Group contributed $100 million into the plan in 2020. Deficit contributions to the US Pension plan are expected to be nil for the following few years. |
The Groups funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
4C. Share-based compensation plans
The fair value of awards at grant date is calculated using observable market price. 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 2020 the Group had share-based compensation plans in the form of performance shares and other share awards. Following Unification (see note 1 for more information on Unification), all continuing plans are now awarded in shares of PLC, and awards and rights under plans in existence at the time of Unification have been converted into awards and rights over PLC shares. Unification does not result in modification to the previously granted awards, any shares that vest will be PLC shares.
The numbers in this note include those for Executive Directors and key management shown in note 4A on page 122. 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:
Income statement charge |
million 2020 |
million 2019 |
million 2018 |
|||||||||
Performance share plans | (98 | ) | (142 | ) | (183 | ) | ||||||
Other plans | (10 | ) | (9 | ) | (13 | ) | ||||||
(108 | ) | (151 | ) | (196 | ) |
Performance share plans
Performance share awards are made in respect of the Management Co-Investment Plan (MCIP). Awards for the Global Share Incentive Plan (GSIP) were last made in February 2018 and vested in February 2021. No further MCIP or GSIP awards will be made. The awards of each plan will vest between 0 and 200% of grant level, subject to the level of satisfaction of performance measures.
The MCIP allowed Unilevers managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors) 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, return on invested capital and sustainability progress index for the Group. MCIP awards made will vest after four years.
Under the GSIP, Unilevers managers received annual awards of PLC shares. The performance measures for GSIP are underlying sales growth, underlying operating margin, and cumulative operating cash flow for the Group. There is an additional target based on relative total shareholder return for senior executives. GSIP awards vest after three years.
A summary of the status of the Performance Share Plans as at 31 December 2020, 2019 and 2018 and changes during the years ended on these dates is presented below:
2020 Number of shares |
2019 Number of shares |
2018 Number of shares |
||||||||||
Outstanding at 1 January | 11,137,801 | 13,634,518 | 13,684,747 | |||||||||
Awarded | 4,395,633 | 4,538,771 | 6,870,882 | |||||||||
Vested | (3,240,738 | ) | (6,041,011 | ) | (5,854,388 | ) | ||||||
Forfeited | (921,260 | ) | (994,477 | ) | (1,066,723 | ) | ||||||
Outstanding at 31 December | 11,371,436 | 11,137,801 | 13,634,518 |
130 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
4C. Share-based compensation plans continued
2020 | 2019 | 2018 | ||||||||||
Share award value information | ||||||||||||
Fair value per share award during the year | 43.91 | 48.22 | 42.44 |
Additional information
At 31 December 2020 shares in PLC totalling 12,283,872 were outstanding in respect of share-based compensation plans of PLC and its subsidiaries, including North American plans. At 31 December 2019 shares in NV and PLC totalling 11,944,106 were outstanding in respect of share-based compensation plans of NV, PLC and its subsidiaries, including North American plans.
Shortly before Unification, 4,523,367 NV and PLC ordinary shares, 892,155 NV NYRSs and 468,989 PLC ADSs held by NV in connection with share-based compensation plans were transferred to an employee share ownership trust that will satisfy the awards granted. At 31 December 2020 the employee share ownership trust held 5,884,511 PLC shares and PLC and its subsidiaries held 1,382,155 PLC shares which are held as treasury shares. At 31 December 2019 PLC and NV shares totalling 12,419,009 were held by NV as treasury shares. In the future either the employee share ownership trust or subsidiaries of PLC will buy PLC shares in the open market to satisfy share-based payment obligations.
The book value of 483 million of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation plans is eliminated on consolidation by deduction from other reserves (2019: 640 million of shares were held as treasury shares by NV). Their market value at 31 December 2020 was 357 million (2019: 635 million).
Shares held to satisfy awards are accounted for in accordance with IAS 32 Financial Instruments: Presentation. All differences between the purchase price of the shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
Between 31 December 2020 and 23 February 2021 (the latest practicable date for inclusion in this report), nil shares were granted, 2,232,282 shares vested and 43,435 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. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities.
Borrowing costs are recognised based on the effective interest method. |
Net finance costs | Notes |
million 2020 |
million 2019 |
million 2018 |
||||||||||||
Finance costs | (672 | ) | (821 | ) | (718 | ) | ||||||||||
Bank loans and overdrafts |
(32 | ) | (46 | ) | (44 | ) | ||||||||||
Interest on bonds and other loans(a) |
(533 | ) | (617 | ) | (560 | ) | ||||||||||
Interest on lease liabilities |
(82 | ) | (100 | ) | (127 | ) | ||||||||||
Net gain/(loss) on transactions for which hedge accounting is not applied |
(25 | ) | (58 | ) | 13 | |||||||||||
On foreign exchange derivatives |
275 | (321 | ) | 144 | ||||||||||||
Exchange difference on underlying items(b) |
(300 | ) | 263 | (131 | ) | |||||||||||
Finance income(c) | 232 | 224 | 135 | |||||||||||||
Pensions and similar obligations | 4B | (9 | ) | (30 | ) | (25 | ) | |||||||||
Net finance costs before non-underlying items(d) | (449 | ) | (627 | ) | (608 | ) | ||||||||||
Interest related to the UK tax audit of intangible income and centralised services | 3 | (56 | ) | | | |||||||||||
(505 | ) | (627 | ) | (608 | ) |
(a) |
Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results from the hedge accounting reserve. Includes an amount of (21) million (2019: (6) million) relating to unwinding of discount on deferred consideration for acquisitions. |
(b) |
2020 includes Nil (2019: (40) million) finance cost due to change in functional currency in Groups operating entities in Zimbabwe from US dollar to RTGS dollar. For further details of derivatives for which hedge accounting is not applied, please refer to note 16C. |
(c) |
Includes an amount of 90 million (2019: 70 million) that relates to interest on tax settlement in Brazil and 27 million (2019: Nil) related to interest on corporate income tax refund in India. |
(d) |
See note 3 for explanation of non-underlying items. |
Unilever Annual Report on Form 20-F 2020 | 131 |
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 with respect to transactions already undertaken. 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 one of two methods, the expected value method (the sum of the probability weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty. |
Tax charge in income statement |
million 2020 |
million 2019 |
million 2018 |
|||||||||
Current tax | ||||||||||||
Current year | (2,128 | ) | (2,098 | ) | (2,647 | ) | ||||||
Over/(under) provided in prior years | (154 | ) | 119 | (10 | ) | |||||||
(2,282 | ) | (1,979 | ) | (2,657 | ) | |||||||
Deferred tax | ||||||||||||
Origination and reversal of temporary differences | 344 | (255 | ) | 5 | ||||||||
Changes in tax rates | (19 | ) | (59 | ) | (12 | ) | ||||||
Recognition of previously unrecognised losses brought forward | 34 | 30 | 92 | |||||||||
359 | (284 | ) | 85 | |||||||||
(1,923 | ) | (2,263 | ) | (2,572 | ) |
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 | % 2020 | % 2019 | % 2018 | |||||||||
Computed rate of tax(a) | 23 | 24 | 25 | |||||||||
Differences between computed rate of tax and effective tax rate due to: | ||||||||||||
Incentive tax credits |
(2 | ) | (2 | ) | (3 | ) | ||||||
Withholding tax on dividends |
2 | 3 | 2 | |||||||||
Expenses not deductible for tax purposes |
1 | 1 | 1 | |||||||||
Irrecoverable withholding tax |
1 | 1 | 1 | |||||||||
Income tax reserve adjustments current and prior year |
(1 | ) | | 1 | ||||||||
Transfer to/(from) unrecognised deferred tax assets |
| (2 | ) | | ||||||||
Others |
(1 | ) | 1 | (1 | ) | |||||||
Underlying effective tax rate | 23 | 26 | 26 | |||||||||
Non-underlying items within operating profit(b) |
| | (1 | ) | ||||||||
Taxes related to the UK tax audit of intangible income and centralised services(b) |
1 | | | |||||||||
Impact of Spreads disposal(b) |
| | (4 | ) | ||||||||
Taxes related to the reorganisation of our European business(b) |
1 | 2 | | |||||||||
Effective tax rate | 25 | 28 | 21 |
(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 underlying 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. Uncertain tax provisions including the related interest and penalties amounted to 879 million (2019: 787 million). In 2020, a provision of 186 million was established in respect of the tax amortisation of intangible assets, including goodwill, related to Horlicks in India. Our expectation is that we will continue to provide for this until the matter is resolved. We note that the Indian budget on 1 February 2021 includes a proposal to exclude goodwill from the definition of tax depreciable assets effective 1 April 2020. If this were enacted 59 million of the provision would no longer be required with no material impact on the income statement.
The Groups future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation and the continuing OECD international tax reform work, as well as the impact of acquisitions, disposals and any restructuring of our businesses.
132 | Unilever Annual Report on Form 20-F 2020 |
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. |
Movements in 2020 and 2019 |
million As at 1 January 2020 |
million
Income statement |
million
Other |
million As at 31 December 2020 |
million As at 1 January 2019 |
million
Income statement |
million
Other |
million As at 31 December 2019 |
||||||||||||||||||||||||
Pensions and similar obligations | 272 | (97 | ) | (95 | ) | 80 | 404 | (81 | ) | (51 | ) | 272 | ||||||||||||||||||||
Provisions and accruals | 756 | 38 | (96 | ) | 698 | 821 | (73 | ) | 8 | 756 | ||||||||||||||||||||||
Goodwill and intangible assets | (2,096 | ) | 23 | (661 | ) | (2,734 | ) | (1,911 | ) | (31 | ) | (154 | ) | (2,096 | ) | |||||||||||||||||
Accelerated tax depreciation | (685 | ) | 9 | 35 | (641 | ) | (679 | ) | 12 | (18 | ) | (685 | ) | |||||||||||||||||||
Tax losses | 184 | 32 | (26 | ) | 190 | 130 | 63 | (9 | ) | 184 | ||||||||||||||||||||||
Fair value gains | (50 | ) | 12 | (14 | ) | (52 | ) | 155 | (200 | ) | (5 | ) | (50 | ) | ||||||||||||||||||
Fair value losses | 15 | (6 | ) | 36 | 45 | 22 | (2 | ) | (5 | ) | 15 | |||||||||||||||||||||
Share-based payments | 156 | (30 | ) | 20 | 146 | 175 | (39 | ) | 20 | 156 | ||||||||||||||||||||||
Lease liability | 319 | 9 | (34 | ) | 294 | 428 | (113 | ) | 4 | 319 | ||||||||||||||||||||||
Right of use asset | (269 | ) | (4 | ) | 29 | (244 | ) | (370 | ) | 107 | (6 | ) | (269 | ) | ||||||||||||||||||
Other(a) | 161 | 373 | (8 | ) | 526 | 77 | 73 | 11 | 161 | |||||||||||||||||||||||
(1,237 | ) | 359 | (814 | ) | (1,692 | ) | (748 | ) | (284 | ) | (205 | ) | (1,237 | ) |
(a) |
The deferred tax - other includes the recognition of an asset of 345 million relating to the impact of the expected outcome of the Mutual Agreement Procedure which Unilever applied for following the conclusion of the UK tax audit for the tax years 2011-2018. |
At the balance sheet date, the Group had unused tax losses of 4,808 million (2019: 4,790 million) and tax credits amounting to 454 million (2019: 524 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of 4,246 million (2019: 4,272 million) and tax credits of 429 million (2019: 497 million), as it is not probable that there will be future taxable profits within the entities against which the losses and credits can be utilised. Of these losses 4,195 million (2019: 4,108 million) have expiry dates, the majority being corporate income tax losses in the Netherlands which expire between now and 2027.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of 1,445 million (2019: 48 million) as it is not expected they will be utilised. Of these differences 1,193 million relates to limitation on the deduction of interest expenses. 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 2,097 million (2019: 2,476 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:
Movements in 2020 and 2019 |
million Assets 2020 |
million Assets 2019 |
million Liabilities 2020 |
million Liabilities 2019 |
million Total 2020 |
million Total 2019 |
||||||||||||||||||
Pensions and similar obligations | 404 | 402 | (324 | ) | (130 | ) | 80 | 272 | ||||||||||||||||
Provisions and accruals | 408 | 495 | 290 | 261 | 698 | 756 | ||||||||||||||||||
Goodwill and intangible assets | 330 | 248 | (3,064 | ) | (2,344 | ) | (2,734 | ) | (2,096 | ) | ||||||||||||||
Accelerated tax depreciation | (37 | ) | (67 | ) | (604 | ) | (618 | ) | (641 | ) | (685 | ) | ||||||||||||
Tax losses | 161 | 153 | 29 | 31 | 190 | 184 | ||||||||||||||||||
Fair value gains | (1 | ) | (14 | ) | (51 | ) | (36 | ) | (52 | ) | (50 | ) | ||||||||||||
Fair value losses | 27 | | 18 | 15 | 45 | 15 | ||||||||||||||||||
Share-based payments | 26 | 31 | 120 | 125 | 146 | 156 | ||||||||||||||||||
Lease liability | 157 | 170 | 137 | 149 | 294 | 319 | ||||||||||||||||||
Right of use asset | (128 | ) | (142 | ) | (116 | ) | (127 | ) | (244 | ) | (269 | ) | ||||||||||||
Other | 127 | 60 | 399 | 101 | 526 | 161 | ||||||||||||||||||
1,474 | 1,336 | (3,166 | ) | (2,573 | ) | (1,692 | ) | (1,237 | ) | |||||||||||||||
Of which deferred tax to be recovered/(settled) after more than 12 months | 1,230 | 1,030 | (3,311 | ) | (2,681 | ) | (2,081 | ) | (1,651 | ) |
Unilever Annual Report on Form 20-F 2020 | 133 |
6C. Tax on items recognised in equity or other comprehensive income
Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income. |
Tax effects directly recognised in equity or other comprehensive income were as follows:
Movements in 2020 and 2019 |
million
Before tax 2020 |
million Tax (charge)/ credit 2020 |
million
After tax 2020 |
million
Before tax 2019 |
million Tax (charge)/ credit 2019 |
million
After tax 2019 |
||||||||||||||||||
Gains/(losses) on: | ||||||||||||||||||||||||
Equity instruments at fair value through other comprehensive income |
77 | 1 | 78 | 35 | (6 | ) | 29 | |||||||||||||||||
Cash flow hedges |
87 | (27 | ) | 60 | 198 | (22 | ) | 176 | ||||||||||||||||
Remeasurements of defined benefit pension plans | 250 | (35 | ) | 215 | 381 | (28 | ) | 353 | ||||||||||||||||
Currency retranslation gains/(losses) | (2,646 | ) | 56 | (2,590 | ) | 6 | (21 | ) | (15 | ) | ||||||||||||||
(2,232 | ) | (5 | ) | (2,237 | ) | 620 | (77 | ) | 543 |
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 plans by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders equity divided by the diluted average number of ordinary shares. 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:
2020 | 2019 | 2018 | ||||||||||
Basic earnings per share | 2.13 | 2.15 | 3.49 | |||||||||
Diluted earnings per share | 2.12 | 2.14 | 3.48 | |||||||||
Underlying earnings per share | 2.48 | 2.55 | 2.35 | |||||||||
Millions of share units | ||||||||||||
Calculation of average number of share units(a) | 2020 | 2019 | 2018 | |||||||||
Average number of shares: PLC | 1,351.1 | 1,175.5 | 1,264.0 | |||||||||
NV |
1,278.1 | 1,598.0 | 1,714.7 | |||||||||
Less treasury shares held by employee share trusts and companies | (8.9 | ) | (157.0 | ) | (295.4 | ) | ||||||
Average number of shares used for basic earnings per share | 2,620.3 | 2,616.5 | 2,683.3 | |||||||||
Add dilutive effect of share-based compensation plans | 9.5 | 10.2 | 11.5 | |||||||||
Diluted average number of shares used for diluted and underlying earnings per share | 2,629.8 | 2,626.7 | 2,694.8 |
(a) |
In the calculation of the weighted average number of share units, NV shares are included only for the period they were issued (until 29 November 2020). Following Unification, all NV shares were cancelled and the shareholders of NV were issued PLC ordinary shares on a 1:1 ratio. Accordingly, there is no significant impact on the average number of share units as a result of Unification. |
Calculation of earnings | Notes |
million 2020 |
million 2019 |
million 2018 |
||||||||||||
Net profit | 6,073 | 6,026 | 9,788 | |||||||||||||
Non-controlling interests | (492 | ) | (401 | ) | (419 | ) | ||||||||||
Net profit attributable to shareholders equity used for basic and diluted earnings per share | 5,581 | 5,625 | 9,369 | |||||||||||||
Post tax impact of non-underlying items | 3 | 951 | 1,063 | (3,024 | ) | |||||||||||
Underlying profit attributable to shareholders equity used for underlying earnings per share | 6,532 | 6,688 | 6,345 |
134 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
8. Dividends on ordinary capital
Dividends are recognised on the date that the shareholders right to receive payment is established. This is generally the date when the dividend is declared. |
Dividends on ordinary capital during the year |
million
2020 |
million
2019 |
million
2018 |
|||||||||
PLC dividends | (1,911 | ) | (1,871 | ) | (1,819 | ) | ||||||
NV dividends(a) | (2,389 | ) | (2,352 | ) | (2,262 | ) | ||||||
(4,300 | ) | (4,223 | ) | (4,081 | ) |
(a) |
Amount relates to NV dividends paid prior to Unification. |
Four quarterly interim dividends were declared and paid during 2020 totalling 1.64 (2019: 1.62) per NV ordinary share and £1.45 (2019: £1.42) per PLC ordinary share.
A quarterly dividend of 1,125 million (2019: 1,073 million) was declared on 4 February 2021, to be paid in March 2021; £0.38 per PLC ordinary share (2019: £0.35). Total dividends declared in relation to 2020 were £1.48 (2019: £1.43) 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.
Goodwill acquired in a business combination is assessed to determine whether new cash generating units are created, and if not, is allocated to the Groups CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination. These might not always be the same as the CGUs that include the assets and liabilities of the acquired business. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than an operating segment.
The Group has ten cash generating units (CGUs) based on the three geographical areas and three divisions as well as a health and wellbeing CGU which was recognised in 2019 following the acquisition of the OLLY business.
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.
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, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support. 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. |
Unilever Annual Report on Form 20-F 2020 | 135 |
9. Goodwill and intangible assets continued
million | million | million | million | million | ||||||||||||||||||||
Indefinite-life | Finite-life intangible assets | |||||||||||||||||||||||
Movements during 2020 | Goodwill | intangible assets | Software | Other | Total | |||||||||||||||||||
Cost | ||||||||||||||||||||||||
1 January 2020 | 19,246 | 12,121 | 2,991 | 1,161 | 35,519 | |||||||||||||||||||
Additions through business combinations(a) | 2,407 | 4,244 | | (31 | ) | 6,620 | ||||||||||||||||||
Disposal of businesses | (1 | ) | | | | (1 | ) | |||||||||||||||||
Additions | | | 156 | 2 | 158 | |||||||||||||||||||
Disposals and other movements | | | (144 | ) | | (144 | ) | |||||||||||||||||
Hyperinflationary adjustment | (38 | ) | (5 | ) | | | (43 | ) | ||||||||||||||||
Currency retranslation | (1,496 | ) | (940 | ) | (184 | ) | (58 | ) | (2,678 | ) | ||||||||||||||
31 December 2020 | 20,118 | 15,420 | 2,819 | 1,074 | 39,431 | |||||||||||||||||||
Accumulated amortisation and impairment | ||||||||||||||||||||||||
1 January 2020 | (1,179 | ) | (212 | ) | (2,292 | ) | (807 | ) | (4,490 | ) | ||||||||||||||
Amortisation/impairment for the year | | | (279 | ) | (54 | ) | (333 | ) | ||||||||||||||||
Disposals and other movements | | | 139 | | 139 | |||||||||||||||||||
Currency retranslation | 3 | 1 | 150 | 40 | 194 | |||||||||||||||||||
31 December 2020 | (1,176 | ) | (211 | ) | (2,282 | ) | (821 | ) | (4,490 | ) | ||||||||||||||
Net book value 31 December 2020(b) | 18,942 | 15,209 | 537 | 253 | 34,941 | |||||||||||||||||||
million | million | million | million | million | ||||||||||||||||||||
Indefinite-life | Finite-life intangible assets | |||||||||||||||||||||||
Movements during 2019 | Goodwill | intangible assets | Software | Other | Total | |||||||||||||||||||
Cost | ||||||||||||||||||||||||
1 January 2019 | 18,502 | 11,247 | 2,689 | 1,103 | 33,541 | |||||||||||||||||||
Additions through business combinations | 444 | 726 | | 50 | 1,220 | |||||||||||||||||||
Disposal of businesses | (2 | ) | (1 | ) | | (5 | ) | (8 | ) | |||||||||||||||
Reclassification to held for sale | (2 | ) | | | | (2 | ) | |||||||||||||||||
Additions | | | 205 | 3 | 208 | |||||||||||||||||||
Disposals | | | (11 | ) | (2 | ) | (13 | ) | ||||||||||||||||
Currency retranslation | 313 | 150 | 108 | 12 | 583 | |||||||||||||||||||
Hyperinflationary adjustment | (9 | ) | (1 | ) | | | (10 | ) | ||||||||||||||||
31 December 2019 | 19,246 | 12,121 | 2,991 | 1,161 | 35,519 | |||||||||||||||||||
Accumulated amortisation and impairment | ||||||||||||||||||||||||
1 January 2019 | (1,161 | ) | (212 | ) | (1,927 | ) | (748 | ) | (4,048 | ) | ||||||||||||||
Amortisation/impairment for the year | (18 | ) | | (296 | ) | (56 | ) | (370 | ) | |||||||||||||||
Disposals of group companies | | | | 5 | 5 | |||||||||||||||||||
Disposals | | | 5 | 1 | 6 | |||||||||||||||||||
Currency retranslation | | | (74 | ) | (9 | ) | (83 | ) | ||||||||||||||||
31 December 2019 | (1,179 | ) | (212 | ) | (2,292 | ) | (807 | ) | (4,490 | ) | ||||||||||||||
Net book value 31 December 2019(b) | 18,067 | 11,909 | 699 | 354 | 31,029 |
(a) |
Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2020 as well as subsequent changes to the fair value of goodwill and intangibles for acquisitions made in 2019 where the initial acquisition accounting was provisional at the end of 2019. See note 21 for further details. |
(b) |
Within indefinite-life intangible assets there are four existing brands that have a significant carrying value: Horlicks 2,718 million (2019: nil), Knorr 1,744 million (2019: 1,816 million), Carver Korea 1,468 million (2019: 1,509 million) and Hellmanns 1,112 million (2019: 1,220 million). The Horlicks brand was acquired in 2020 and the valuation is provisional. |
Impairment
We have tested goodwill and indefinite-life intangible assets for impairment. No impairment was identified. In 2019, a 18 million charge was recognised in non-underlying items within the impairments line (see note 3 on pages 121 and 122). This related to goodwill of a local business classified to held for sale.
136 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
9. Goodwill and intangible assets continued
Significant CGUs
The goodwill and indefinite-life intangible assets held in the CGUs relating to Foods & Refreshment Europe, Foods & Refreshment The Americas, Foods & Refreshment Asia/AMET/RUB, Beauty & Personal Care The Americas and Beauty & Personal Care Asia/AMET/RUB are considered significant within the total carrying amounts of goodwill and indefinite-life intangible assets at 31 December 2020.
2020 CGUs | 2019 CGUs | |||||||||||||||||||||||
billion | billion | billion | billion | |||||||||||||||||||||
Indefinite-life | Indefinite-life | |||||||||||||||||||||||
Goodwill | intangible assets | Goodwill | intangible assets | |||||||||||||||||||||
Foods & Refreshment Europe | 4.0 | 1.7 | 4.1 | 1.7 | ||||||||||||||||||||
Foods & Refreshment The Americas | 3.4 | 1.9 | 4.0 | 2.1 | ||||||||||||||||||||
Foods & Refreshment Asia/AMET/RUB(a) | 3.7 | 3.7 | 1.9 | 0.5 | ||||||||||||||||||||
Beauty & Personal Care The Americas | 3.8 | 3.1 | 4.3 | 3.1 | ||||||||||||||||||||
Beauty & Personal Care Asia/AMET/RUB | 1.6 | 1.9 | 1.7 | 2.0 | ||||||||||||||||||||
Total significant CGUs | 16.5 | 12.3 | 16.0 | 9.4 | ||||||||||||||||||||
Others(b) | 2.4 | 2.9 | 2.1 | 2.5 | ||||||||||||||||||||
Total CGUs | 18.9 | 15.2 | 18.1 | 11.9 |
(a) |
The Main Horlicks Acquisition increased goodwill by 2.0 billion and indefinite-life intangible assets by 3.3 billion in 2020. These values are provisional. |
(b) |
Included within Others are individually insignificant amounts of goodwill and intangible assets that have been allocated between multiple cash generating units. |
Key assumptions
The recoverable amount of each CGU has been calculated based on its value in use, estimated as the present value of projected future cash flows.
The growth rates and margins for the significant CGUs are set out below:
For the year 2020 |
Foods &
Refreshment Europe |
Foods &
Refreshment The Americas |
Foods &
Refreshment Asia/AMET/RUB |
Beauty &
Personal Care The Americas |
Beauty &
Personal Care Asia/AMET/RUB |
|||||||||||||||
Longer-term sustainable growth rates | 1.1 | % | 1.7 | % | 3.9 | % | 1.7 | % | 3.9 | % | ||||||||||
Average near-term nominal growth rates | (1.0 | )% | 0.1 | % | 4.9 | % | 2.5 | % | 3.4 | % | ||||||||||
Average operating margins | 13 | % | 15 | % | 16 | % | 22 | % | 22 | % | ||||||||||
For the year 2019 |
Foods &
Refreshment Europe |
Foods &
Refreshment The Americas |
Foods &
Refreshment Asia/AMET/RUB |
Beauty &
Personal Care The Americas |
Beauty &
Personal Care Asia/AMET/RUB |
|||||||||||||||
Longer-term sustainable growth rates | 1.1 | % | 1.7 | % | 3.9 | % | 1.7 | % | 3.9 | % | ||||||||||
Average near-term nominal growth rates | 1.2 | % | (1.2 | )% | 6.5 | % | 1.6 | % | 5.3 | % | ||||||||||
Average operating margins | 16 | % | 15 | % | 18 | % | 21 | % | 22 | % |
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for the first five years are based on past performance and on the Groups three-year strategic plan, which includes the impact on our business of climate change and activities we are undertaking to reduce carbon emissions, extended to years four and five.
The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own three-year average market growth projection and external forecasts for the relevant market.
In 2020, the projected cash flows are discounted using pre-tax discount rates in the range between 6.0%-7.4% (2019: 7.4%). The discount rates are specific to each CGU and are determined based on the weighted average cost of capital, including a market risk premium.
There are no reasonably possible changes in key assumptions that would cause the carrying amount of a CGU to exceed its recoverable amount.
Unilever Annual Report on Form 20-F 2020 | 137 |
10. Property, plant and equipment
Property, plant and equipment | Notes |
million
2020 |
million
2019 |
|||||||
Owned assets | 10A | 8,909 | 10,249 | |||||||
Leased assets | 10B | 1,649 | 1,813 | |||||||
Total | 10,558 | 12,062 |
10A. Owned assets
Movements during 2020 |
million
Land and buildings |
million
Plant and equipment |
million
Total |
|||||||||
Cost | ||||||||||||
1 January 2020 | 4,498 | 15,844 | 20,342 | |||||||||
Additions through business combinations | 122 | 44 | 166 | |||||||||
Additions | 107 | 756 | 863 | |||||||||
Disposals and other movements | (90 | ) | (901 | ) | (991 | ) | ||||||
Hyperinflationary adjustment | (18 | ) | (27 | ) | (45 | ) | ||||||
Reclassification as held for sale | (19 | ) | (81 | ) | (100 | ) | ||||||
Currency retranslation | (397 | ) | (1,330 | ) | (1,727 | ) | ||||||
31 December 2020 | 4,203 | 14,305 | 18,508 | |||||||||
Accumulated depreciation | ||||||||||||
1 January 2020 | (1,479 | ) | (8,614 | ) | (10,093 | ) | ||||||
Depreciation charge for the year | (135 | ) | (1,093 | ) | (1,228 | ) | ||||||
Disposals and other movements | 54 | 814 | 868 | |||||||||
Hyperinflationary adjustment | 6 | 20 | 26 | |||||||||
Reclassification as held for sale | 11 | 60 | 71 | |||||||||
Currency retranslation | 103 | 654 | 757 | |||||||||
31 December 2020 | (1,440 | ) | (8,159 | ) | (9,599 | ) | ||||||
Net book value 31 December 2020(a) | 2,763 | 6,146 | 8,909 | |||||||||
Includes capital expenditures for assets under construction | 75 | 660 | 735 |
The Group has commitments to purchase property, plant and equipment of 251 million (2019: 264 million).
138 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
10A. Owned assets continued
Movements during 2019 |
million
Land and buildings |
million
Plant and equipment |
million
Total |
|||||||||
Cost | ||||||||||||
1 January 2019 | 4,386 | 15,216 | 19,602 | |||||||||
Additions through business combinations | 7 | 28 | 35 | |||||||||
Additions | 175 | 1,141 | 1,316 | |||||||||
Disposals and other movements | (72 | ) | (649 | ) | (721 | ) | ||||||
Hyperinflationary adjustment | (3 | ) | (28 | ) | (31 | ) | ||||||
Reclassification as held for sale | (63 | ) | (116 | ) | (179 | ) | ||||||
Currency retranslation | 68 | 252 | 320 | |||||||||
31 December 2019 | 4,498 | 15,844 | 20,342 | |||||||||
Accumulated depreciation | ||||||||||||
1 January 2019 | (1,390 | ) | (7,998 | ) | (9,388 | ) | ||||||
Depreciation charge for the year | (134 | ) | (1,022 | ) | (1,156 | ) | ||||||
Disposals and other movements | 28 | 456 | 484 | |||||||||
Hyperinflationary adjustment | 5 | 30 | 35 | |||||||||
Reclassification as held for sale | 38 | 81 | 119 | |||||||||
Currency retranslation | (26 | ) | (161 | ) | (187 | ) | ||||||
31 December 2019 | (1,479 | ) | (8,614 | ) | (10,093 | ) | ||||||
Net book value 31 December 2019(a) | 3,019 | 7,230 | 10,249 | |||||||||
Includes capital expenditures for assets under construction | 78 | 872 | 950 |
(a) |
Includes 347 million (2019: 319 million) of freehold land. |
10B. Leased assets
Movements during 2020 |
million
Land and buildings |
million
Plant and equipment |
million
Total |
|||||||||
Cost | ||||||||||||
1 January 2020 | 2,874 | 827 | 3,701 | |||||||||
Additions through business combinations | 30 | 3 | 33 | |||||||||
Additions | 390 | 189 | 579 | |||||||||
Disposals and other movements | (436 | ) | (188 | ) | (624 | ) | ||||||
Hyperinflationary adjustment | (3 | ) | | (3 | ) | |||||||
Currency retranslation | (216 | ) | (63 | ) | (279 | ) | ||||||
31 December 2020 | 2,639 | 768 | 3,407 | |||||||||
Accumulated depreciation | ||||||||||||
1 January 2020 | (1,397 | ) | (491 | ) | (1,888 | ) | ||||||
Depreciation charge for the year | (315 | ) | (142 | ) | (457 | ) | ||||||
Disposals and other movements | 300 | 150 | 450 | |||||||||
Currency retranslation | 101 | 36 | 137 | |||||||||
31 December 2020 | (1,311 | ) | (447 | ) | (1,758 | ) | ||||||
Net book value 31 December 2020 | 1,328 | 321 | 1,649 |
Unilever Annual Report on Form 20-F 2020 | 139 |
10B. Leased assets continued
Movements during 2019 |
million
Land and buildings |
million
Plant and equipment |
million
Total |
|||||||||
Cost | ||||||||||||
1 January 2019 | 2,770 | 816 | 3,586 | |||||||||
Additions | 278 | 174 | 452 | |||||||||
Disposals and other movements | (240 | ) | (180 | ) | (420 | ) | ||||||
Hyperinflationary adjustment | 23 | | 23 | |||||||||
Currency retranslation | 43 | 17 | 60 | |||||||||
31 December 2019 | 2,874 | 827 | 3,701 | |||||||||
Accumulated depreciation | ||||||||||||
1 January 2019 | (1,241 | ) | (471 | ) | (1,712 | ) | ||||||
Depreciation charge for the year | (297 | ) | (159 | ) | (456 | ) | ||||||
Disposals and other movements | 154 | 150 | 304 | |||||||||
Hyperinflationary adjustment | 9 | | 9 | |||||||||
Currency retranslation | (22 | ) | (11 | ) | (33 | ) | ||||||
31 December 2019 | (1,397 | ) | (491 | ) | (1,888 | ) | ||||||
Net book value 31 December 2019 | 1,477 | 336 | 1,813 |
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of 96 million (2019: 97 million) for short-term leases and 77 million (2019: 79 million) on leases for low-value assets.
During the year, the Group recognised an income of 19 million (2019: 25 million) from sublet properties.
Cash flows: The total cash outflows for leases was 525 million (2019: 534 million).
Lease liabilities: Lease liabilities are shown in note 15 on pages 143 and 147.
11. Other non-current assets
Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.
Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Groups share of their net assets and liabilities. The Groups share of the profit or loss after tax of joint ventures and associates is included in the Groups consolidated profit before taxation.
Where the Groups share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee.
Biological assets are measured at fair value less costs to sell with any changes recognised in the income statement. |
million
2020 |
million
2019 |
|||||||
Interest in net assets of joint ventures | 29 | 35 | ||||||
Interest in net assets of associates | 34 | 37 | ||||||
Long-term trade and other receivables(a) | 465 | 380 | ||||||
Fair value of biological assets | 12 | 17 | ||||||
Other non-current assets(b) | 391 | 184 | ||||||
931 | 653 |
(a) |
Mainly relates to indirect tax receivables where we do not have the contractual right to receive payment within 12 months. |
(b) |
Includes direct tax assets, withholding tax assets, interest on tax assets and contingent assets. During 2020 contingent assets of 73 million were recognised as part of the Horlicks acquisition, see note 21 for further details. |
140 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
11. Other non-current assets continued
Movements during 2020 and 2019 |
million
2020 |
million
2019 |
||||||
Joint ventures(a) | ||||||||
1 January | 35 | 14 | ||||||
Additions | 1 | | ||||||
Dividends received/reductions | (182 | ) | (158 | ) | ||||
Share of net profit/(loss) | 177 | 179 | ||||||
Currency retranslation | (2 | ) | | |||||
31 December | 29 | 35 | ||||||
Associates(b) | ||||||||
1 January | 37 | 40 | ||||||
Additions | 1 | 1 | ||||||
Dividend received/reductions | | | ||||||
Share of net profit/(loss) | (2 | ) | (3 | ) | ||||
Currency retranslation | (2 | ) | (1 | ) | ||||
31 December | 34 | 37 |
(a) |
Our principal joint ventures are Unilever FIMA Lda for Portugal, Binzagr Unilever Distribution and Al Gurg Unilever for Middle East, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International Ltd for the rest of the world. |
(b) |
Associates as at 31 December 2020 primarily comprise our investments in Langholm Capital Partners. |
The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no 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 166.
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
2020 |
million
2019 |
||||||
Raw materials and consumables | 1,523 | 1,399 | ||||||
Finished goods and goods for resale | 3,223 | 3,053 | ||||||
Total inventories | 4,746 | 4,452 | ||||||
Provision for inventories | (284 | ) | (288 | ) | ||||
4,462 | 4,164 | |||||||
Provisions for inventories |
million
2020 |
million
2019 |
||||||
1 January | 288 | 205 | ||||||
Charge to income statement | 116 | 153 | ||||||
Reduction/releases | (97 | ) | (71 | ) | ||||
Currency translations | (26 | ) | | |||||
Others(a) | 3 | 1 | ||||||
31 December | 284 | 288 |
(a) Others include the amount relating to the acquisition/disposal of businesses. |
Inventories with a value of 204 million (2019: 159 million) are carried at net realisable value, this being lower than cost. During 2020, a total expense of 381 million (2019: 363 million) was recognised in the income statement for inventory write downs and losses.
Unilever Annual Report on Form 20-F 2020 | 141 |
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. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis.
|
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the Groups customer base being large and diverse. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-looking information.
Trade and other current receivables |
million
2020 |
million
2019 |
||||||
Due within one year | ||||||||
Trade receivables(a) | 3,433 | 4,916 | ||||||
Prepayments and accrued income | 423 | 579 | ||||||
Other receivables | 1,083 | 1,200 | ||||||
4,939 | 6,695 |
(a) |
2020 includes 61 million (2019: 698 million) due from KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa) where Unilever provided services to KKR for two years from completion of the disposal. See also trade payables on page 142. |
Included within trade receivables are discounts due to our customers of 2,082 million (2019: 2,423 million). The decrease from 2019 is primarily driven by differences in the timing of promotional activities and the settlement of customer invoices compared to last year. Other receivables comprise financial assets of 214 million (2019: 208 million), and non-financial assets of 869 million (2019: 992 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of 561 million (2019: 584 million).
Ageing of trade receivables |
million
2020 |
million
2019 |
||||||
Not overdue | 2,849 | 3,856 | ||||||
Past due less than three months | 481 | 827 | ||||||
Past due more than three months but less than six months | 99 | 186 | ||||||
Past due more than six months but less than one year | 73 | 94 | ||||||
Past due more than one year | 124 | 164 | ||||||
Total trade receivables | 3,626 | 5,127 | ||||||
Impairment provision for trade receivables | (193 | ) | (211 | ) | ||||
3,433 | 4,916 |
The total impairment provision includes 193 million (2019: 211 million) for current trade receivables, 20 million (2019: 26 million) for other current receivables and 63 million (2019: 84 million) for non-current trade and other receivables.
Impairment provision for total trade and other receivables |
million
2020 |
million
2019 |
||||||
1 January | 321 | 214 | ||||||
Charge to income statement | 66 | 79 | ||||||
Reduction/releases | (68 | ) | (54 | ) | ||||
Reclassifications(a) | 1 | 86 | ||||||
Currency translations | (44 | ) | (4 | ) | ||||
31 December | 276 | 321 |
(a) 2019 includes an amount transferred from provisions relating to Brazil indirect taxes.
142 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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; and |
◾ 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 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; and |
◾ 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 remeasured 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.
Trade payables and other liabilities |
million
2020 |
million
2019 |
||||||
Current: due within one year | ||||||||
Trade payables(a) | 8,375 | 9,190 | ||||||
Accruals | 4,266 | 4,153 | ||||||
Social security and sundry taxes | 401 | 507 | ||||||
Deferred consideration | 43 | 39 | ||||||
Others | 1,047 | 879 | ||||||
14,132 | 14,768 | |||||||
Non-current: due after more than one year | ||||||||
Accruals | 81 | 117 | ||||||
Deferred consideration | 121 | 169 | ||||||
Others | 33 | 53 | ||||||
235 | 339 | |||||||
Total trade payables and other liabilities | 14,367 | 15,107 |
(a) |
2020 includes 5 million (2019: 359 million) due to KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa). Unilever provided services to KKR for two years from completion of the disposal and paid KKR for amounts collected on its behalf. See also trade receivables on page 141. |
Included within trade payables and other liabilities are discounts due to our customers of 1,770 million (2019: 1,053 million). The increase from 2019 is primarily driven by differences in the timing of promotional activities and the settlement of customer invoices compared to last year.
Included within others are IT and consulting services.
Deferred Consideration
At 31 December 2020 the total balance of deferred consideration for acquisitions is 164 million (2019: 208 million), which includes contingent consideration of 140 million (2019: 154 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) and fall due up until 2025, with a maximum contractual amount of 718 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances we provide suppliers and/ or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third party bank, that third party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At 31 December 2020 and 31 December 2019 all such liabilities were classified as trade payables.
Unilever Annual Report on Form 20-F 2020 | 143 |
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. |
Share-based compensation |
The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in note 4C on pages 129 and 130. |
Unification reserve |
The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification. |
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 |
An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and the trusts borrowings are included in the Groups liabilities. The costs of the trust are included in the results of the Group. The shares held by the trust and group companies 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. When bonds are designated as being part of a fair value hedge relationship in those cases 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, with the exception of: |
◾ financial liabilities which the Group has elected to measure at fair value through profit or loss; |
◾ derivative financial liabilities see note 16 on page 149; and |
◾ contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently measured at fair value through profit or loss. |
Lease liabilities |
Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be paid during the lease term.
|
The Groups Treasury activities are designed to: |
◾ maintain a competitive balance sheet in line with at least A/A2 rating (see below); |
◾ secure funding at lowest costs for the Groups operations, M&A activity and external dividend payments (see below); |
◾ protect the Groups financial results and position from financial risks (see note 16); |
◾ maintain market risks within acceptable parameters, while optimising returns (see note 16); and |
◾ protect the Groups financial investments, while maximising returns (see note 17) |
The Treasury department provides central deposit taking, funding and foreign exchange management services for the Groups operations. The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken periodically by corporate audit. |
Key instruments used by the treasury department are: |
◾ short-term and long-term borrowings; |
◾ cash and cash equivalents; and |
◾ plain vanilla derivatives, including cross currency 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 financial liabilities (note 15C). |
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate balance of debt and equity. The capital structure of the Group is based on managements judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. |
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the equivalent of a credit rating of at least A/A2 in the long term. This provides us with: |
◾ appropriate access to the debt and equity markets; |
◾ sufficient flexibility for acquisitions; |
◾ sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and |
◾ optimal weighted average cost of capital, given the above constraints. |
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis. |
144 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
15. Capital and funding continued
15A. Share capital
Unilever N.V. |
Authorised
2020 million |
Issued,
million |
Authorised
2019 million |
Issued,
2019 million |
||||||||||||
NV ordinary shares of 0.16 each | | | 480 | 274 | ||||||||||||
NV ordinary shares of 428.57 each | ||||||||||||||||
(shares numbered 1 to 2,400 Special Shares) | | | 1 | 1 | ||||||||||||
Internal holdings eliminated on consolidation (428.57 shares) | | | | (1 | ) | |||||||||||
Cancellation of treasury shares(b) | | | | (41 | ) | |||||||||||
| | 481 | 233 | |||||||||||||
Unilever PLC | £ million | £ million | ||||||||||||||
PLC ordinary shares of 31/9p each | 36.4 | 37.0 | ||||||||||||||
PLC deferred stock of £1 each | | 0.1 | ||||||||||||||
Internal holding eliminated on consolidation (£1 stock) | | (0.1 | ) | |||||||||||||
Shares issued to NV shareholders(c) | 45.4 | | ||||||||||||||
Cancellation of treasury shares(b) | | (0.6 | ) | |||||||||||||
81.8 | 36.4 | |||||||||||||||
million | million | |||||||||||||||
Euro equivalent in millions(d) | 92 | 187 | ||||||||||||||
Unilever Group | million | million | ||||||||||||||
Ordinary share capital of NV(c) | | 233 | ||||||||||||||
Ordinary share capital of PLC(c) | 92 | 187 | ||||||||||||||
92 | 420 |
(a) |
At 31 December 2020, 2,629,243,772 of PLC ordinary shares were in issue, no NV shares were in issue. The NV special ordinary shares and PLC deferred stock were cancelled before Unification. At 31 December 2019, 1,168,530,650 of PLC ordinary shares, 100,000 of PLC deferred stock, 1,460,714,804 of NV ordinary shares and 2,400 of NV special ordinary shares were in issue. |
(b) |
At 31 December 2019, 254,012,896 of NV ordinary shares and 18,660,634 of PLC ordinary shares that were repurchased as part of the share buyback programme in 2018 and prior years were cancelled. |
(c) |
As a result of Unification, the shareholders of NV were issued 1,460,713,122 PLC ordinary shares, and all NV shares in issue were cancelled. |
(d) |
Prior to Unification, a conversion rate of £1 = 5.143 was used in accordance with the Equalisation Agreement, which ceased to exist as a result of Unification. The ordinary share capital of PLC is now translated using the conversion rate at 29 November 2020 of £1 = 1.121. The difference between the conversion rates was released through Other Reserves as presented in the Other effects of Unification line in the Statement of Changes in Equity. |
A nominal dividend of 6% was paid on the PLC deferred stock in 2020.
15B. Equity
Basis of consolidation
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant subsidiaries is provided on page 167.
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.
HUL balance sheet as at 31 December |
million
2020 |
million
2019 |
||||||
Non-current assets | 6,173 | 1,030 | ||||||
Current assets | 1,258 | 1,438 | ||||||
Current liabilities | (1,127 | ) | (1,117 | ) | ||||
Non-current liabilities | (1,139 | ) | (332 | ) | ||||
HUL comprehensive income for the year ended 31 December | ||||||||
Turnover | 4,957 | 4,937 | ||||||
Profit after tax | 866 | 730 | ||||||
Total comprehensive income | 374 | 740 |
Unilever Annual Report on Form 20-F 2020 | 145 |
15B. Equity continued
HUL cash flow for the year ended 31 December |
million
2020 |
million
2019 |
||||||
Net increase/(decrease) in cash and cash-equivalents | 48 | 145 | ||||||
HUL non-controlling interest | ||||||||
1 January | (328 | ) | (299 | ) | ||||
Share of (profit)/loss for the year ended 31 December | (319 | ) | (239 | ) | ||||
Other comprehensive income | 3 | (6 | ) | |||||
Dividend paid to the non-controlling interest | 392 | 218 | ||||||
Currency translation | 192 | (2 | ) | |||||
Net gain arising from Horlicks acquisition | (1,918 | ) | | |||||
31 December | (1,978 | ) | (328 | ) |
Analysis of other reserves
million
Total 2020 |
million
Total 2019 |
million
Total 2018 |
||||||||||
Fair value reserves see next page | 250 | 110 | (123 | ) | ||||||||
Currency retranslation of group companies see next page | (7,068 | ) | (4,712 | ) | (4,694 | ) | ||||||
Adjustment on translation of PLCs ordinary capital(b) | | (148 | ) | (150 | ) | |||||||
Capital redemption reserve | 21 | 37 | 32 | |||||||||
Book value of treasury shares see following table | (483 | ) | (703 | ) | (10,181 | ) | ||||||
Other(a) | (202 | ) | (158 | ) | (102 | ) | ||||||
(7,482 | ) | (5,574 | ) | (15,218 | ) |
(a) |
Relates to the options to purchase non-controlling interest in subsidiaries and hyperinflation adjustment arising on current year profit translated at closing exchange rate. |
(b) |
Prior to Unification, a conversion rate of £1 = 5.143 was used in accordance with the Equalisation Agreement, which ceased to exist as a result of Unification. The ordinary share capital of PLC is now translated using the conversion rate at 29 November 2020 of £1 = 1.121. The difference between the conversion rates was released through Other Reserves as presented in the Other effects of Unification line in the Statement of Changes in Equity. |
Unilever acquired none of its own shares (2019: 3,754,000 shares) through purchases on the stock exchanges during the year and prior to Unification. Out of the 7,266,666 shares held as treasury shares in connection with share-based compensation plans and which formed part of other reserves as at 29 November 2020, 5,884,511 shares were transferred to an employee share trust at their carrying value, prior to Unification. The shares held by the employee share trust are shown as deduction from other reserves.
At 31 December 2020, 5,884,511 shares were held by employee share ownership trust and 1,382,155 shares were held by other group companies in connection with share-based compensation plans. The total number of treasury shares held in connection with share-based compensation plans at 31 December 2019 was 12,419,009 shares. (See note 4C on pages 129 and 130).
Treasury shares movements during the year |
million
2020 |
million
2019 |
||||||
1 January | (703 | ) | (10,181 | ) | ||||
Cancellation of NV and PLC shares | | 9,416 | ||||||
Other purchases and utilisations | 220 | 64 | ||||||
Adjustment on translation of PLCs ordinary capital | | (2 | ) | |||||
31 December(a) | (483 | ) | (703 | ) |
(a) |
Shortly before Unification 4,523,367 NV and PLC ordinary shares, 892,155 NV NYRSs and 468,989 PLC ADSs held by NV in connection with share-based compensation plans were transferred to an employee share ownership trust at their carrying value. See note 4C for details. |
146 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
15B. Equity continued
Currency retranslation reserve movements during the year |
million 2020 |
million 2019 |
||||||
1 January | (4,712 | ) | (4,694 | ) | ||||
Currency retranslation of group companies net assets and liabilities during the year | (1,490 | ) | (341 | ) | ||||
Movement in net investment hedges and exchange differences in net investments in foreign operations | (866 | ) | 326 | |||||
Recycled to income statement | | (3 | ) | |||||
31 December | (7,068 | ) | (4,712 | ) | ||||
Fair value reserves movements during the year |
million 2020 |
million 2019 |
||||||
1 January | 110 | (123 | ) | |||||
Movements in Other comprehensive income, net of tax | ||||||||
Gains/(losses) on equity instruments |
68 | 25 | ||||||
Gains/(losses) on cash flow hedges |
62 | 176 | ||||||
Hedging gains/(losses) transferred to non-financial assets | 10 | 32 | ||||||
31 December | 250 | 110 |
Refer to the consolidated statement of comprehensive income on page 112, the consolidated statement of changes in equity on page 113, and note 6C on page 133.
Remeasurement of defined benefit pension plans net of tax |
million 2020 |
million 2019 |
||||||
1 January | (1,146 | ) | (1,499 | ) | ||||
Movement during the year | 215 | 353 | ||||||
31 December | (931 | ) | (1,146 | ) |
Refer to the consolidated statement of comprehensive income on page 112, the consolidated statement of changes in equity on page 113, note 4B from pages 123 to 129 and note 6C on page 133.
Currency retranslation gains/(losses) movements during the year |
million 2020 |
million 2019 |
||||||
1 January | (5,084 | ) | (5,069 | ) | ||||
Currency retranslation during the year: | ||||||||
Other reserves |
(2,356 | ) | (18 | ) | ||||
Retained profit |
(22 | ) | 2 | |||||
Non-controlling interest |
(212 | ) | 1 | |||||
31 December | (7,674 | ) | (5,084 | ) |
Share premium account
On 29 November 2020 PLC issued 1,460,713,122 PLC ordinary shares to former NV shareholders in return for the assets and liabilities of NV. The fair value of the consideration received has been determined as the NV market capitalisation as at that date and the excess over the nominal value of the shares that were issued is recognised as share premium.
Unilever Annual Report on Form 20-F 2020 | 147 |
15C. Financial liabilities
Financial liabilities(a) |
million Current 2020 |
million Non-current 2020 |
million Total 2020 |
million Current 2019 |
million Non-current 2019 |
million Total 2019 |
||||||||||||||||||
Bank loans and overdrafts(b) | 407 | 4 | 411 | 390 | 463 | 853 | ||||||||||||||||||
Bonds and other loans | 3,499 | 21,086 | 24,585 | 3,677 | 21,355 | 25,032 | ||||||||||||||||||
Lease liabilities | 380 | 1,391 | 1,771 | 383 | 1,536 | 1,919 | ||||||||||||||||||
Derivatives | 58 | 257 | 315 | 116 | 154 | 270 | ||||||||||||||||||
Other financial liabilities(c) | 117 | 106 | 223 | 125 | 58 | 183 | ||||||||||||||||||
4,461 | 22,844 | 27,305 | 4,691 | 23,566 | 28,257 |
(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) |
Bank loans and overdrafts include 2.6 million (2019: Nil) of secured liabilities. |
(c) |
Includes options and other financial liabilities to acquire non-controlling interests in EAC Myanmar, USA, Japan, Italy and Hong Kong refer to note 21. |
Reconciliation of liabilities arising from financing activities
Non-cash movement | ||||||||||||||||||||||||||||
Movements in 2020 and 2019 |
Opening balance at 1 January million |
Cash movement million |
Business acquisi- tions/ disposals million |
Foreign exchange changes million |
Fair value changes million |
Other movements million |
Closing balance at 31 December million |
|||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||
Bank loans and overdrafts(a) | (853 | ) | 386 | (1 | ) | 54 | | 3 | (411 | ) | ||||||||||||||||||
Bonds and other loans(a) | (25,032 | ) | (658 | ) | | 1,131 | 10 | (36 | ) | (24,585 | ) | |||||||||||||||||
Lease liabilities(b) | (1,919 | ) | 473 | (27 | ) | 142 | | (440 | ) | (1,771 | ) | |||||||||||||||||
Derivatives | (270 | ) | | | | (45 | ) | | (315 | ) | ||||||||||||||||||
Other financial liabilities(a) | (183 | ) | | | (2 | ) | 20 | (58 | ) | (223 | ) | |||||||||||||||||
Total | (28,257 | ) | 201 | (28 | ) | 1,325 | (15 | ) | (531 | ) | (27,305 | ) | ||||||||||||||||
2019 | ||||||||||||||||||||||||||||
Bank loans and overdrafts(a) | (814 | ) | (29 | ) | (1 | ) | (9 | ) | | | (853 | ) | ||||||||||||||||
Bonds and other loans(a) | (23,391 | ) | (1,273 | ) | (3 | ) | (365 | ) | (1 | ) | 1 | (25,032 | ) | |||||||||||||||
Lease liabilities(b) | (1,981 | ) | 452 | (7 | ) | (25 | ) | | (358 | ) | (1,919 | ) | ||||||||||||||||
Derivatives | (402 | ) | | | | 132 | | (270 | ) | |||||||||||||||||||
Other financial liabilities(a) | (150 | ) | 30 | | (8 | ) | | (55 | ) | (183 | ) | |||||||||||||||||
Total | (26,738 | ) | (820 | ) | (11 | ) | (407 | ) | 131 | (412 | ) | (28,257 | ) |
(a) |
These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial liabilities and repayment of financial liabilities. The difference of 10 million (2019: 64 million) represents cash movements in overdrafts that are not included in financing cash flows. |
(b) |
Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of 30 million (2019: 17 million) represents gain or loss from termination and modification of lease contracts. |
148 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
15C. Financial liabilities continued
Analysis of bonds and other loans
million Total 2020 |
million Total 2019 |
|||||||
Unilever PLC | ||||||||
1.125% Notes 2022 (£) | 387 | 408 | ||||||
1.375% Notes 2024 (£) | 276 | 292 | ||||||
1.875% Notes 2029 (£) | 274 | 290 | ||||||
1.500% Notes 2026 (£) | 550 | 580 | ||||||
1.500% Notes 2039 () | 646 | 646 | ||||||
Total PLC | 2,133 | 2,216 | ||||||
Other group companies | ||||||||
The Netherlands(a) | ||||||||
1.625% Notes 2033 () | 793 | 792 | ||||||
1.750% Bonds 2020 () | | 750 | ||||||
0.500% Notes 2022 () | 749 | 747 | ||||||
1.375% Notes 2029 () | 744 | 743 | ||||||
1.125% Bonds 2027 () | 697 | 697 | ||||||
1.125% Bonds 2028 () | 695 | 694 | ||||||
0.875% Notes 2025 () | 648 | 647 | ||||||
0.500% Bonds 2025 () | 645 | 644 | ||||||
1.375% Notes 2030 () | 643 | 642 | ||||||
0.375% Notes 2023 () | 599 | 599 | ||||||
1.000% Notes 2027 () | 598 | 598 | ||||||
1.000% Notes 2023 () | 498 | 498 | ||||||
0.000% Notes 2021 () | 499 | 498 | ||||||
0.500% Notes 2023 () | 498 | 498 | ||||||
0.500% Notes 2024 () | 496 | 495 | ||||||
0.000% Notes 2020 () | | 300 | ||||||
1.250% Notes 2025 () | 999 | | ||||||
1.750% Notes 2030 () | 994 | | ||||||
Switzerland | ||||||||
Other | 16 | 24 | ||||||
United States | ||||||||
4.250% Notes 2021 ($) | 812 | 892 | ||||||
5.900% Bonds 2032 ($) | 809 | 883 | ||||||
2.900% Notes 2027 ($) | 803 | 879 | ||||||
2.200% Notes 2022 ($) | 689 | 755 | ||||||
1.800% Notes 2020 ($) | | 714 | ||||||
3.500% Notes 2028 ($) | 641 | 703 | ||||||
2.000% Notes 2026 ($) | 563 | 616 | ||||||
1.375% Notes 2021 ($)(b) | | 489 | ||||||
3.125% Notes 2023 ($) | 445 | 488 | ||||||
2.100% Notes 2020 ($) | | 446 | ||||||
3.000% Notes 2022 ($) | 406 | 444 | ||||||
3.250% Notes 2024 ($) | 404 | 443 | ||||||
3.100% Notes 2025 ($) | 403 | 442 | ||||||
2.600% Notes 2024 ($) | 404 | 442 | ||||||
3.500% Bonds 2028 ($) | 402 | 441 | ||||||
2.750% Bonds 2021 ($) | 324 | 356 | ||||||
3.375% Notes 2025 ($) | 283 | 309 | ||||||
7.250% Bonds 2026 ($) | 238 | 260 | ||||||
6.625% Bonds 2028 ($) | 189 | 206 | ||||||
5.150% Notes 2020 ($) | | 135 | ||||||
5.600% Bonds 2097 ($) | 74 | 82 | ||||||
2.125% Notes 2029 ($) | 683 | 749 | ||||||
2.600% Notes 2024 ($) | 415 | 457 | ||||||
1.375% Notes 2030 ($) | 395 | | ||||||
0.375% Notes 2023 ($) | 405 | | ||||||
Commercial paper ($) | 1,848 | 1,276 | ||||||
Other countries | 6 | 43 | ||||||
Total other group companies | 22,452 | 22,816 | ||||||
Total bonds and other loans | 24,585 | 25,032 |
(a) |
As part of Unification, these bonds which were previously issued by Unilever N.V. were transferred to Unilever Finance Netherlands B.V. with effect from 26 November 2020. |
(b) |
Bond repaid (Make-Whole) on 9 October 2020. |
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
Unilever Annual Report on Form 20-F 2020 | 149 |
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. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or the counter-party to the derivative) that is not matched by the hedged item. 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. Cost of hedging, where material and opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge are recognised in the income statement. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.
(iii) Net investment hedges(a) Certain derivatives are designated as hedges of the currency risk on the Groups investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1.
(iv) Derivatives for which hedge accounting is not applied Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement. |
(a) |
Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2020 and 2019. Fair value changes on basis spread is recorded in a separate account within equity. |
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). |
The Groups risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
16A. Management of liquidity risk
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Groups approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Groups credit rating, impair investor confidence and also restrict the Groups ability to raise funds.
The Groups funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash balance have been invested conservatively with low risk counter-parties at maturities of less than six months. In its liquidity assessment the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
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 2020 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $7,965 million (2019: $7,865 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 2021.
150 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
16A. Management of liquidity risk continued
The following table shows Unilevers contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities at the balance sheet date:
Undiscounted cash flows |
million
Due within 1 year |
million
Due between 1 and 2 years |
million
Due between 2 and 3 years |
million
Due between 3 and 4 years |
million
Due between 4 and 5 years |
million
Due after 5 years |
million
Total |
million Net carrying amount as shown in balance sheet |
||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: | ||||||||||||||||||||||||||||||||
Bank loans and overdrafts | (413 | ) | (2 | ) | (1 | ) | | | (1 | ) | (417 | ) | (411 | ) | ||||||||||||||||||
Bonds and other loans | (3,926 | ) | (2,626 | ) | (2,824 | ) | (2,326 | ) | (3,278 | ) | (13,020 | ) | (28,000 | ) | (24,585 | ) | ||||||||||||||||
Lease liabilities | (442 | ) | (352 | ) | (292 | ) | (234 | ) | (187 | ) | (591 | ) | (2,098 | ) | (1,771 | ) | ||||||||||||||||
Other financial liabilities | (117 | ) | (12 | ) | (33 | ) | (23 | ) | (51 | ) | | (236 | ) | (223 | ) | |||||||||||||||||
Trade payables, accruals and other liabilities | (13,585 | ) | (46 | ) | (15 | ) | (17 | ) | (4 | ) | (32 | ) | (13,699 | ) | (13,699 | ) | ||||||||||||||||
Deferred consideration | (60 | ) | (12 | ) | (76 | ) | (35 | ) | (8 | ) | | (191 | ) | (164 | ) | |||||||||||||||||
(18,543 | ) | (3,050 | ) | (3,241 | ) | (2,635 | ) | (3,528 | ) | (13,644 | ) | (44,641 | ) | (40,853 | ) | |||||||||||||||||
Derivative financial liabilities: | ||||||||||||||||||||||||||||||||
Interest rate derivatives: | (257 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
174 | 1,069 | 40 | 441 | 29 | 877 | 2,630 | |||||||||||||||||||||||||
Derivative contracts payments |
(134 | ) | (1,148 | ) | (21 | ) | (479 | ) | (19 | ) | (977 | ) | (2,778 | ) | ||||||||||||||||||
Foreign exchange derivatives: | (158 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
6,163 | | | | | | 6,163 | |||||||||||||||||||||||||
Derivative contracts payments |
(6,333 | ) | | | | | | (6,333 | ) | |||||||||||||||||||||||
Commodity derivatives: | (3 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
| | | | | | | |||||||||||||||||||||||||
Derivative contracts payments |
(3 | ) | | | | | | (3 | ) | |||||||||||||||||||||||
(133 | ) | (79 | ) | 19 | (38 | ) | 10 | (100 | ) | (321 | ) | (418 | ) | |||||||||||||||||||
Total | (18,676 | ) | (3,129 | ) | (3,222 | ) | (2,673 | ) | (3,518 | ) | (13,744 | ) | (44,962 | ) | (41,271 | ) | ||||||||||||||||
2019 | ||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: | ||||||||||||||||||||||||||||||||
Bank loans and overdrafts | (399 | ) | (9 | ) | (289 | ) | (164 | ) | | (2 | ) | (863 | ) | (853 | ) | |||||||||||||||||
Bonds and other loans | (4,169 | ) | (2,661 | ) | (2,745 | ) | (2,449 | ) | (2,454 | ) | (14,431 | ) | (28,909 | ) | (25,032 | ) | ||||||||||||||||
Lease liabilities | (432 | ) | (392 | ) | (302 | ) | (242 | ) | (191 | ) | (720 | ) | (2,279 | ) | (1,919 | ) | ||||||||||||||||
Other financial liabilities | (125 | ) | | (24 | ) | (31 | ) | (26 | ) | | (206 | ) | (183 | ) | ||||||||||||||||||
Trade payables, accruals and other liabilities | (14,166 | ) | (93 | ) | (13 | ) | (8 | ) | (14 | ) | (42 | ) | (14,336 | ) | (14,336 | ) | ||||||||||||||||
Deferred consideration | (39 | ) | (124 | ) | (8 | ) | | (64 | ) | | (235 | ) | (208 | ) | ||||||||||||||||||
(19,330 | ) | (3,279 | ) | (3,381 | ) | (2,894 | ) | (2,749 | ) | (15,195 | ) | (46,828 | ) | (42,531 | ) | |||||||||||||||||
Derivative financial liabilities: | ||||||||||||||||||||||||||||||||
Interest rate derivatives: | (154 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
776 | 164 | 805 | 37 | 478 | 957 | 3,217 | |||||||||||||||||||||||||
Derivative contracts payments |
(756 | ) | (141 | ) | (797 | ) | (17 | ) | (473 | ) | (949 | ) | (3,133 | ) | ||||||||||||||||||
Foreign exchange derivatives: | (168 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
8,783 | | | | | | 8,783 | |||||||||||||||||||||||||
Derivative contracts payments |
(8,952 | ) | | | | | | (8,952 | ) | |||||||||||||||||||||||
Commodity derivatives: | (4 | ) | ||||||||||||||||||||||||||||||
Derivative contracts receipts |
| | | | | | | |||||||||||||||||||||||||
Derivative contracts payments |
(4 | ) | | | | | | (4 | ) | |||||||||||||||||||||||
(153 | ) | 23 | 8 | 20 | 5 | 8 | (89 | ) | (326 | ) | ||||||||||||||||||||||
Total | (19,483 | ) | (3,256 | ) | (3,373 | ) | (2,874 | ) | (2,744 | ) | (15,187 | ) | (46,917 | ) | (42,857 | ) |
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are 63 million (2019: 21 million).
Unilever Annual Report on Form 20-F 2020 | 151 |
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 | |||||||||||||||||||||||||
Due | Due | Due | Due | Net carrying | ||||||||||||||||||||||||||||
Due | between | between | between | between | Due | amount of | ||||||||||||||||||||||||||
within | 1 and | 2 and | 3 and | 4 and | after | related | ||||||||||||||||||||||||||
1 year | 2 years | 3 years | 4 years | 5 years | 5 years | Total | derivatives(a) | |||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||||||
Foreign exchange cash inflows | 3,136 | | | | | | 3,136 | | ||||||||||||||||||||||||
Foreign exchange cash outflows | (3,205 | ) | | | | | | (3,205 | ) | (50 | ) | |||||||||||||||||||||
Interest rate swaps cash inflows | 403 | 1,077 | 488 | 436 | 24 | 849 | 3,277 | | ||||||||||||||||||||||||
Interest rate swaps cash outflows | (347 | ) | (1,147 | ) | (464 | ) | (473 | ) | (13 | ) | (936 | ) | (3,380 | ) | (221 | ) | ||||||||||||||||
Commodity contracts cash inflows | 40 | | | | | | 40 | 40 | ||||||||||||||||||||||||
Commodity contracts cash outflows | (3 | ) | | | | | | (3 | ) | (3 | ) | |||||||||||||||||||||
2019 | ||||||||||||||||||||||||||||||||
Foreign exchange cash inflows | 2,254 | | | | | | 2,254 | | ||||||||||||||||||||||||
Foreign exchange cash outflows | (2,259 | ) | | | | | | (2,259 | ) | | ||||||||||||||||||||||
Interest rate swaps cash inflows | 811 | 442 | 1,182 | 536 | 478 | 957 | 4,406 | | ||||||||||||||||||||||||
Interest rate swaps cash outflows | (756 | ) | (347 | ) | (1,147 | ) | (464 | ) | (473 | ) | (949 | ) | (4,136 | ) | (29 | ) | ||||||||||||||||
Commodity contracts cash inflows | 31 | | | | | | 31 | 31 | ||||||||||||||||||||||||
Commodity contracts cash outflows | (4 | ) | | | | | | (4 | ) | (4 | ) |
(a) See note 16C.
16B. Management of market risk
Unilevers size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
◾ | commodity price risk; |
◾ | currency risk; and |
◾ | interest rate risk. |
The above risks may affect the Groups income and expenses, or the value of its financial instruments. The objective of the Groups management of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in profit and loss arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).
The Groups exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in note 16C.
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 2020, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at 276 million (2019: 439 million).
Hedges of future commodity purchases resulted in cumulative losses of 89 million (2019: losses of 52 million ) being reclassified to the income statement and losses of 66 million (2019: losses of 28 million) being recognised as a basis adjustment to inventory purchased. |
The Group uses commodity forwards, futures, swaps and option 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.
The Group also hedges risk, components of commodities where it is not possible to hedge the commodity in full. This is done with reference to the contract to purchase the hedged commodity.
Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity derivative contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Supply Chain Officer (CSCO) or the Global Commodity Operating Team which is chaired by the Chief Procurement Officer. |
A 10% increase in commodity prices as at 31 December 2020 would have led to a 35 million gain on the commodity derivatives in the cash flow hedge reserve (2019: 56 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. |
152 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
Unilever Annual Report on Form 20-F 2020 | 153 |
Potential impact of risk
|
Management policy and hedging strategy
|
Sensitivity to the risk
|
||
(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 Groups ability to manage interest costs also has an impact on reported results.
The Group does not have any material floating interest bearing financial assets or any significant long-term fixed interest bearing financial assets. Consequently the Groups interest rate risk arises mainly from financial liabilities other than lease liabilities.
Taking into account the impact of interest rate swaps, at 31 December 2020, interest rates were fixed on approximately 87% of the expected financial liabilities (excluding lease liabilities) for 2021, and 75% for 2022 (82% for 2020 and 73% for 2021 at 31 December 2019).
As at 31 December 2020, the Group had USD 3,700 million (2019: USD 4,500 million) of outstanding cross currency interest rate swaps (on which cash flow hedge accounting is applied).
As at 31 December 2020, the Group had USD 500 million (2019: Nil) of outstanding fixed to float interest rate swaps (on which fair value hedge accounting is applied).
The carrying amount of the hedged item recognised under Bond and other loans is 395 million (2019: Nil), which includes accumulated amount of fair value hedge adjustment of (10) million (2019: Nil).
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 2020 was 1.6% (2019: 2.5%).
|
Unilevers interest rate management approach aims for an optimal balance between fixed and floating-rate interest rate exposures on expected financial liabilities. The objective of this approach is to minimise annual interest costs.
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.
The majority of the Groups existing interest rate derivatives are designated as cash flow hedges and are expected to be effective. The fair value movement of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. |
Impact on income statement
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 2020 would have led to an additional 40 million of finance cost (2019: 37 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.
Impact on equity cash flow hedges
Assuming that all other variables remain constant, a 1.0 percentage point increase in interest rates on a full-year basis as at 31 December 2020 would have led to an additional 11 million credit in equity from derivatives in cash flow hedge relationships (2019: 8 million credit).
A 1.0 percentage point decrease in interest rates on a full-year basis would have led to an additional 12 million debit in equity from derivatives in cash flow hedge relationships (2019: 8 million debit). |
(a) |
See the weighted average amount of financial liabilities with fixed rate interest shown in the following table. |
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 2020 |
million 2019 |
|||||||
Current financial liabilities | (4,461 | ) | (4,691 | ) | ||||
Non-current financial liabilities | (22,844 | ) | (23,566 | ) | ||||
Total financial liabilities | (27,305 | ) | (28,257 | ) | ||||
Less: lease liabilities | (1,771 | ) | (1,919 | ) | ||||
Financial liabilities (excluding lease liabilities) | (25,534 | ) | (26,338 | ) | ||||
Of which: | ||||||||
Fixed rate (weighted average amount of fixing for the following year) |
(21,561 | ) | (22,618 | ) |
154 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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 | million | ||||||||||||||||||||||
Non- | Trade | Non- | ||||||||||||||||||||||||||
Trade | Current | current | payables | Current | current | |||||||||||||||||||||||
and other | financial | financial | and other | financial | financial | |||||||||||||||||||||||
receivables | assets | assets | liabilities | liabilities | liabilities | Total | ||||||||||||||||||||||
31 December 2020 | ||||||||||||||||||||||||||||
Foreign exchange derivatives | ||||||||||||||||||||||||||||
Fair value hedges |
| | | | | | | |||||||||||||||||||||
Cash flow hedges |
24 | | | (74 | ) | | | (50 | ) | |||||||||||||||||||
Hedges of net investments in foreign operations |
| | | | (149 | )(a) | | (149 | ) | |||||||||||||||||||
Hedge accounting not applied |
14 | 54 | (a) | | (26 | ) | 91 | (a) | | 133 | ||||||||||||||||||
Interest rate derivatives | ||||||||||||||||||||||||||||
Fair value hedges |
| | | | | (10 | ) | (10 | ) | |||||||||||||||||||
Cash flow hedges |
| 5 | 21 | | | (247 | ) | (221 | ) | |||||||||||||||||||
Hedge accounting not applied |
| | | | | | | |||||||||||||||||||||
Commodity contracts | ||||||||||||||||||||||||||||
Cash flow hedges |
40 | | | (3 | ) | | | 37 | ||||||||||||||||||||
Hedge accounting not applied |
| | | | | | | |||||||||||||||||||||
78 | 59 | 21 | (103 | ) | (58 | ) | (257 | ) | (260 | ) | ||||||||||||||||||
Total assets | 158 | Total liabilities | (418 | ) | (260 | ) | ||||||||||||||||||||||
31 December 2019 | ||||||||||||||||||||||||||||
Foreign exchange derivatives | ||||||||||||||||||||||||||||
Fair value hedges |
| | | | | | | |||||||||||||||||||||
Cash flow hedges |
38 | | | (38 | ) | | | | ||||||||||||||||||||
Hedges of net investments in foreign operations |
| 30 | (a) | | | (14 | )(a) | | 16 | |||||||||||||||||||
Hedge accounting not applied |
5 | (10 | )(a) | | (14 | ) | (102 | )(a) | | (121 | ) | |||||||||||||||||
Interest rate derivatives | ||||||||||||||||||||||||||||
Fair value hedges |
| | | | | | | |||||||||||||||||||||
Cash flow hedges |
| | 114 | | | (143 | ) | (29 | ) | |||||||||||||||||||
Hedge accounting not applied |
| | | | | (11 | ) | (11 | ) | |||||||||||||||||||
Commodity contracts | ||||||||||||||||||||||||||||
Cash flow hedges |
31 | | | (4 | ) | | | 27 | ||||||||||||||||||||
Hedge accounting not applied |
| | | | | | | |||||||||||||||||||||
74 | 20 | 114 | (56 | ) | (116 | ) | (154 | ) | (118 | ) | ||||||||||||||||||
Total assets | 208 | Total liabilities | (326 | ) | (118 | ) |
(a) |
Swaps that hedge the currency risk on intra-group loans and offset Hedges of net investments in foreign operations are included within Hedge accounting not applied. See below for further details. |
Unilever Annual Report on Form 20-F 2020 | 155 |
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.
(i) Financial assets
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.
(ii) Financial liabilities
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
156 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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 typically 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
The Group classifies its financial assets into the following measurement categories:
◾ |
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and |
◾ |
those to be measured at amortised cost. |
This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.
Debt instruments
The subsequent measurement of debt instruments depends on the Groups business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories that debt instruments are classified as:
◾ |
financial assets at amortised cost; |
◾ |
financial assets at fair value through other comprehensive income; or |
◾ |
financial assets at fair value through profit or loss. |
(i) Amortised cost
Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a debt investment recognised at amortised cost on de-recognition or impairment is recognised in profit or loss. Interest income is recognised within finance income using the effective interest rate method.
(ii) Fair value through other comprehensive income
Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in profit or loss. On de-recognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to profit or loss. Interest income is included in finance income using the effective interest rate method.
(iii) Fair value through profit or loss
Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss. 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. Interest income from these assets is included within finance income.
Equity instruments
The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be recognised in profit or loss.
Impairment of financial assets
Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing basis.
To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Macroeconomic information (such as market interest rates or growth rates) is also considered.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Impairment losses on assets classified as amortised cost are recognised in profit or loss. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit or loss. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in profit or loss.
Unilever Annual Report on Form 20-F 2020 | 157 |
17A. Financial assets
The Groups Treasury function aims to protect the Groups financial investments, while maximising returns. The fair value of financial assets is the same as the carrying amount for 2020 and 2019. The Groups cash resources and other financial assets are shown below.
million | million | million | million | million | million | |||||||||||||||||||
Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
Financial assets(a) | 2020 | 2020 | 2020 | 2019 | 2019 | 2019 | ||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||
Cash at bank and in hand |
2,764 | | 2,764 | 2,457 | | 2,457 | ||||||||||||||||||
Short-term deposits(b) |
2,764 | | 2,764 | 1,693 | | 1,693 | ||||||||||||||||||
Other cash equivalents |
20 | | 20 | 35 | | 35 | ||||||||||||||||||
5,548 | | 5,548 | 4,185 | | 4,185 | |||||||||||||||||||
Other financial assets | ||||||||||||||||||||||||
Financial assets at amortised cost(c) |
468 | 138 | 606 | 578 | 220 | 798 | ||||||||||||||||||
Financial assets at fair value through other comprehensive income(d) |
9 | 361 | 370 | | 266 | 266 | ||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||
Derivatives |
59 | 21 | 80 | 20 | 114 | 134 | ||||||||||||||||||
Other(e) |
272 | 356 | 628 | 309 | 274 | 583 | ||||||||||||||||||
808 | 876 | 1,684 | 907 | 874 | 1,781 | |||||||||||||||||||
Total | 6,356 | 876 | 7,232 | 5,092 | 874 | 5,966 |
(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) |
Short-term deposits typically have maturity of up to 3 months. |
(c) |
Current financial assets at amortised cost include short term deposits with banks with maturities longer than three months excluding deposits which are part of a recognised cash management process and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of 101 million (2019 136 million) and investments in bonds of Nil (2019: 56 million). |
(d) |
Included within non-current financial assets at fair value through other comprehensive income are equity investments of 356 million (2019: 244 million). These investments are not held by Unilever for trading purposes and hence the Group has opted to recognise fair value movements through other comprehensive income. The fair value movement in 2020 of these equity investments was 78 million (2019: 31 million). |
(e) |
Current Other Financial assets at fair value through profit or loss include A- or higher rated money and capital market instruments. Included within non current financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of 44 million (2019: 54 million), option over non controlling interest in a subsidiary in Hong Kong of 51 million (2019: NIL) and investments in a number of companies and financial institutions in North America, North Asia, South Asia and Europe. |
There were no significant changes on account of change in business model in classification of financial assets since 31 December 2019.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other comprehensive income.
million | million | |||||||
Cash and cash equivalents reconciliation to the cash flow statement | 2020 | 2019 | ||||||
Cash and cash equivalents per balance sheet | 5,548 | 4,185 | ||||||
Less: bank overdrafts | (73 | ) | (69 | ) | ||||
Cash and cash equivalents per cash flow statement | 5,475 | 4,116 |
Approximately 3.0 billion (or 54%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 149 to 155.
The remaining 2.5 billion (or 46%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes 98 million (2019: 146 million, 2018: 154 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.
158 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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, including those held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Groups treasury department. Netting agreements are also put in place with Unilevers principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Groups credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilevers principal counter-parties in relation to derivative financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments. At 31 December 2020 the collateral held by Unilever under such arrangements amounted to 18 million (2019: 24 million), of which 16 million (2019: 24 million) was in cash, and 2 million (2019: Nil) was in the form of bond securities. The non-cash collateral has not been recognised as an asset in the Groups balance sheet.
Further details in relation to the Groups exposure to credit risk are shown in note 13 and note 16A.
18. Financial instruments fair value risk
The Group is exposed to the risks of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of financial instruments.
million | million | million | million | |||||||||||||
Carrying | Carrying | |||||||||||||||
Fair value | Fair value | amount | amount | |||||||||||||
Fair values of financial assets and financial liabilities | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents | 5,548 | 4,185 | 5,548 | 4,185 | ||||||||||||
Financial assets at amortised cost | 606 | 798 | 606 | 798 | ||||||||||||
Financial assets at fair value through other comprehensive income | 370 | 266 | 370 | 266 | ||||||||||||
Financial assets at fair value through profit or loss: | ||||||||||||||||
Derivatives |
80 | 134 | 80 | 134 | ||||||||||||
Other |
628 | 583 | 628 | 583 | ||||||||||||
7,232 | 5,966 | 7,232 | 5,966 | |||||||||||||
Financial liabilities | ||||||||||||||||
Bank loans and overdrafts | (411 | ) | (853 | ) | (411 | ) | (853 | ) | ||||||||
Bonds and other loans | (26,936 | ) | (26,525 | ) | (24,585 | ) | (25,032 | ) | ||||||||
Lease liabilities | (1,771 | ) | (1,919 | ) | (1,771 | ) | (1,919 | ) | ||||||||
Derivatives | (315 | ) | (270 | ) | (315 | ) | (270 | ) | ||||||||
Other financial liabilities | (223 | ) | (183 | ) | (223 | ) | (183 | ) | ||||||||
(29,656 | ) | (29,750 | ) | (27,305 | ) | (28,257 | ) |
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 2019 and 2020.
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. |
Unilever Annual Report on Form 20-F 2020 | 159 |
18. Financial instruments fair value risk continued
For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:
Notes |
million
Level 1
|
million
Level 1
|
million
Level 2
|
million
Level 2
|
million
Level 3
|
million
Level 3
|
million
Total fair value 2020 |
million
Total fair value 2019 |
||||||||||||||||||||||||||
Assets at fair value | ||||||||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income |
17A | 5 | 7 | 3 | 4 | 362 | 255 | 370 | 266 | |||||||||||||||||||||||||
Financial assets at fair value through profit or loss: | ||||||||||||||||||||||||||||||||||
Derivatives(a) |
16C | | | 158 | 208 | | | 158 | 208 | |||||||||||||||||||||||||
Other |
17A | 300 | 311 | | | 328 | 272 | 628 | 583 | |||||||||||||||||||||||||
Liabilities at fair value | ||||||||||||||||||||||||||||||||||
Derivatives(b) |
16C | | | (418 | ) | (326 | ) | | | (418 | ) | (326 | ) | |||||||||||||||||||||
Contingent consideration |
14 | | | | | (140 | ) | (154 | ) | (140 | ) | (154 | ) |
(a) Includes 78 million (2019: 74 million) derivatives, reported within trade receivables, that hedge trading activities.
(b) Includes (103) million (2019: (56) 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 2019. There were also no significant movements between the fair value levels since 31 December 2019.
The impact in 2020 income statement due to Level 3 instruments is a loss of 22 million (2019: loss of 9 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
Reconciliation of movements in Level 3 valuations |
million
2020 |
million
2019 |
||||||
1 January | 373 | 241 | ||||||
Gains and losses recognised in income statement | (22 | ) | (9 | ) | ||||
Gains and losses recognised in other comprehensive income | 75 | 43 | ||||||
Purchases and new issues | 41 | 83 | ||||||
Sales and settlements | 83 | 15 | ||||||
31 December | 550 | 373 |
Significant unobservable inputs used in Level 3 fair values
Assets valued using Level 3 techniques include 494 million (2019: 403 million) relating to a number of unlisted investments within Unilever Ventures companies, none of which are individually material; 51 million (2019: nil) for an option over a non-controlling interest; and 106 million (2019: 114 million) of long-term cash receivables under life insurance policies. Valuation techniques used are specific to each asset and for all assets a change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
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 2019.
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 financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. |
◾ | Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities. |
◾ | For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arms length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations. |
160 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
18. Financial instruments fair value risk continued
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 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. |
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 494 million (2019: 403 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. |
Provisions |
million
2020 |
million
2019 |
||||||
Due within one year | 547 | 620 | ||||||
Due after one year | 583 | 664 | ||||||
Total provisions | 1,130 | 1,284 |
Movements during 2020 |
million
Restructuring |
million
Legal |
million
Brazil indirect taxes |
million
Other |
million
Total |
|||||||||||||||
1 January 2020 | 470 | 149 | 128 | 537 | 1,284 | |||||||||||||||
Additions through business combinations | | 4 | | 57 | 61 | |||||||||||||||
Income Statement: | ||||||||||||||||||||
Charges |
151 | 129 | 4 | 140 | 424 | |||||||||||||||
Releases |
(87 | ) | (5 | ) | (20 | ) | (59 | ) | (171 | ) | ||||||||||
Utilisation | (252 | ) | (27 | ) | (1 | ) | (44 | ) | (324 | ) | ||||||||||
Currency translation | (18 | ) | (23 | ) | (37 | ) | (66 | ) | (144 | ) | ||||||||||
31 December 2020 | 264 | 227 | 74 | 565 | 1,130 |
Restructuring provisions primarily include people costs such as redundancy costs and the 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.
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.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of utilisation of these provisions is uncertain.
Unilever Annual Report on Form 20-F 2020 | 161 |
20. Commitments and contingent liabilities
Commitments
Lease commitments are the future cash out flows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low value assets, leases which are less than twelve months, variable leases, extension and termination options and leases not yet commenced but which we have committed to. |
Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on pages 137 to 139.
million | million | million | million | |||||||||||||
Other | Other | |||||||||||||||
Leases | Leases | commitments | commitments | |||||||||||||
Lease commitments and other commitments fall due as follows: | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Within 1 year | 69 | 69 | 844 | 791 | ||||||||||||
Later than 1 year but not later than 5 years | 80 | 111 | 694 | 684 | ||||||||||||
Later than 5 years | 9 | 43 | 18 | 23 | ||||||||||||
158 | 223 | 1,556 | 1,498 |
Contingent liabilities
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. |
Contingent liabilities arise in respect of litigations 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.
In case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
Summary of contingent liabilities |
million
2020 |
million
2019 |
||||||
Corporate reorganisation IPI, PIS and COFINS taxes and penalties | 2,040 | 2,235 | ||||||
Inputs for PIS and COFINS taxes | 35 | 43 | ||||||
Goodwill amortisation | 137 | 184 | ||||||
Other tax assessments approximately 600 cases | 650 | 959 | ||||||
Total Brazil tax | 2,862 | 3,421 | ||||||
Other contingent liabilities | 648 | 789 | ||||||
Total contingent liabilities | 3,510 | 4,210 |
Brazil tax
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 regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done by many companies in Brazil. The original dispute was resolved in the courts in the Groups favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and between 2017 and 2020, 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 2,040 million (2019: 2,235 million).
The Group believes that the likelihood that the Brazilian 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. We expect that two of our largest tax litigation cases, which represent around 863 million of contingent liabilities, will move from the Administrative to the Judicial Courts during 2021, although the exact timing is uncertain. When this happens, we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.
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.
Other contingent liabilities
In 2019, a tax assessment was issued in connection with a UK tax audit that commenced in 2015. The total amount of the tax assessment in respect of this matter was 141 million and was included in other contingent liabilities at 31 December 2019. The UK tax authorities were reviewing the allocation of taxable income related to intangible assets and centralised group services as between Unilever N.V. and Unilever PLC and whether Unilever N.V. had a permanent establishment in the UK. During 2020 the UK tax audit was concluded, and we have included the outcome of the tax assessment in this years profit and loss account, hence there is no contingent liability as at 31 December 2020. As noted last year, we will be pursuing a Mutual Agreement Procedure with the Dutch and UK tax authorities to ensure we are not subject to double taxation.
162 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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 134 to 136. |
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. |
2020
In 2020, the Group completed the business acquisitions and disposals as listed below. In each case, 100% of the businesses were acquired unless stated otherwise. Total consideration for 2020 acquisitions is 6,337 million (2019: 1,167 million for acquisitions completed during that year). More information related to the 2020 acquisitions is provided on page 163 to 164.
Deal completion date | Acquired/disposed business | |
1 April 2020 | Acquired the health food drinks business of GlaxoSmithKline plc in India and 20 other predominantly Asian markets (the Main Horlicks Acquisition). The acquisition added leading brands such as Horlicks and Boost in certain markets, increasing Unilevers presence in functional nutrition. As a significant acquisition for the Group, further details are disclosed separately below. | |
25 June 2020 | Acquired Vwash, a leading intimate hygiene business in India. The acquisition complements our beauty and personal care portfolio and increase our presence in fast-growing segments in India. | |
30 June 2020 | The Group acquired 82% of GlaxoSmithKline Bangladesh Limited, a health food drink business in Bangladesh. The Bangladesh Horlicks Acquisition was a separate transaction to the Main Horlicks Acquisition. | |
15 July 2020 | Sold the Ice Cream business in Chile to Carozzi. | |
1 October 2020 | Acquired Liquid IV, a US-based health-science nutrition and wellness company, known for its portfolio of electrolyte drink mixes that enhance rapid hydration. This acquisition increases our presence in functional nutrition. | |
23 December 2020 | Acquired SmartyPants Vitamins, a vitamin, mineral and supplement company based in the US. The acquisition complements Unilevers existing portfolio in functional nutrition. |
Horlicks Acquisitions
The Main Horlicks Acquisition was composed of the following related transactions on 1 April 2020:
◾ |
Hindustan Unilever Limited (HUL), a subsidiary of the Group, obtained control of the business of GlaxoSmithKline Consumer Healthcare Limited (GSKCH) via an all equity merger under which 4.39 shares of HUL were allotted for every share of GSKCH; |
◾ |
HUL purchased the Horlicks intellectual property rights, being mainly legal rights to the Horlicks brand (the HFD IP) for India and Unilever N.V. and Unilever PLC purchased the HFD IP outside of India and Bangladesh (subsequently the Bangladesh HFD IP was acquired by Unilever PLC in a separate transaction); and |
◾ |
Unilever Foods (Malaysia) Sdn Bhd and Unilever Asia Pacific Limited (Singapore) purchased the Horlicks commercial operations of GSK in 20 other predominantly Asian markets (Local Distribution Assets). |
The Bangladesh Horlicks Acquisition is separate to the Main Horlicks Acquisition and completed on 30 June 2020. Unilever Overseas Holding B.V. purchased 82% of GSK Bangladesh Limited and Unilever PLC purchased the HFD IP in Bangladesh. The following disclosures relate only to the Main Horlicks Acquisition.
Main Horlicks Acquisition
The purpose of the acquisition was to add the Horlicks and Boost brands in certain geographical markets to Unilevers portfolio to increase presence in healthy nutrition and in high-growth emerging markets.
The total consideration paid was 5,294 million comprised of 449 million in cash and 4,845 million in shares of Hindustan Unilever Limited valued based on the share price of HUL on the completion date and the exchange rate on the same date (83.05 INR/).
The provisional fair value of net assets for the acquisition that is recognised on the balance sheet is 3,204 million. Balances are provisional as we are finalising our review of the asset valuations. The main assets acquired were brands which were valued using an income approach model by estimating future cashflows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key assumptions in the brand valuations are revenue growth and discount rates. More information related to each major class of assets and liabilities acquired is provided on page 164.
At the date of acquisition we expected around 1.3 billion of the goodwill to be deductible for tax purposes. While we believe there is legal basis to claim the Horlicks goodwill as tax deductible, we note that the Indian Budget on 1 February 2021 includes a proposal to exclude goodwill from the definition of tax depreciable assets effective 1 April 2020. If enacted this would have no material impact on the income statement. Since the acquisition date, foreign exchange has decreased this goodwill in euros by 159 million.
The gross contractual value of trade and other receivables as at the dates of acquisition amounted to 77 million which is expected to be fully recoverable.
Within the acquired net assets, contingent liabilities amounting to 123 million in respect of ongoing litigation against GlaxoSmithKline Consumer Healthcare Limited have been recognised based on managements estimate of the values of exposures and their assessment of the probability of the related claims being settled by the Group. The contingent liabilities mainly relate to direct and indirect tax disputes with the Indian tax authorities. There are several matters being disputed and in each case we believe that the likelihood that the Indian tax authorities will ultimately prevail is no higher than moderate, however we expect that most of these disputes will not be resolved for several years. Contingent assets of 73 million are also recognised, measured on the same basis, for the Groups right to future indemnification by GlaxoSmithKline Pte Limited and Horlicks Limited in relation to certain claims.
Unilever Annual Report on Form 20-F 2020 | 163 |
21. Acquisitions and disposals continued
Impact of dilution of Group interest in Hindustan Unilever Limited
The acquisition of GSKCH by HUL was settled through the issue of (184.6 million) new shares of Hindustan Unilever Limited and so resulted in dilution of Unilevers interest in Hindustan Unilever Limited from 67.2% to 61.9%. The table below shows the impact of the decrease in shareholding on the equity attributable to shareholders of the Group.
Acquisition-related costs related to Horlicks of 42 million have been recorded within non-underlying items in the consolidated income statement for 2020 (2019: 12 million). Total costs relating to the issuance of shares amounting to 5 million have been recognised against equity by Hindustan Unilever Limited.
The Main Horlicks Acquisition contributed 415 million to Group turnover and 119 million to Group operating profit since the acquisition date. If the acquisition had taken place at the beginning of the year, Group turnover would have been 50,867 million and Group operating profit would have been 8,342 million.
Effect on consolidated income statement
The overall impact of the Main Horlicks Acquisition and the other acquisitions on the consolidated income statement is as follows: The acquisition deals completed in 2020 have contributed 476 million to Group revenue and 124 million to Group operating profit since the relevant acquisition dates. If the acquisition deals completed in 2020 had all taken place at the beginning of the year, Group turnover would have been 51,116 million and Group operating profit would have been 8,371 million.
2019
In 2019 the Group completed the following business acquisitions and disposals as listed below. For all businesses acquired, the acquisition accounting has been finalised. Subsequent changes to the provisional numbers published last year are immaterial.
Deal completion date | Acquired/disposed business | |
28 January 2019 | Acquired the Laundress, a global premium eco-friendly laundry care business in the US. The acquisition expands our portfolio into the premium home care market. | |
5 February 2019 | Acquired Graze, the leading healthy snacking business in the UK. The acquisition accelerates our presence in the healthy snacking and out of home markets. | |
1 March 2019 | Sold the global Alsa baking and dessert business to Dr. Oetker. | |
5 April 2019 | Acquired Garancia, a derma-cosmetic business in France. The acquisition strengthens our prestige portfolio in the pharmacy channel. | |
21 May 2019 | Acquired Olly Nutrition, a US based vitamins, minerals and supplements business that accelerates our presence and competitiveness in the wellness market. | |
28 June 2019 | Acquired Fluocaril and Parogencyl oral care businesses in France and Spain. The acquisition complements our existing oral care portfolio and strengthens our distribution in the European pharmacy channel. | |
26 July 2019 | Acquired 95% of Tatcha, a leading prestige skin care business in the US. Tatcha is a modern skin care brand with a focus on natural ingredients, product experience, premium design and packaging quality. | |
30 August 2019 | Acquired Astrix, a personal and home care business in Bolivia that further strengthens our local market competitiveness. | |
1 October 2019 | Acquired 70% of Lenor, a premium skin care business based in Japan. The acquisition expands our portfolio into Japanese beauty, premium face and derma care in Japan and China. | |
1 October 2019 | Acquired 75% of FruFru, a healthy food business in Romania which accelerates our local presence and competitiveness in the healthy food market. |
164 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
21. Acquisitions and disposals continued
Effect on consolidated balance sheet
Acquisitions
The following table sets out the overall effect of the Main Horlicks Acquisition and the other acquisitions in 2020, 2019 and 2018 on the consolidated balance sheet. The fair values currently used for opening balances of all acquisitions made in 2020 are provisional. 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.
million
2020 |
million
2019 |
million
2018 |
||||||||||
Net assets acquired | 3,857 | 771 | 815 | |||||||||
Non-controlling interest | (27 | ) | (25 | ) | (17 | ) | ||||||
Goodwill | 2,507 | 421 | 496 | |||||||||
Total payment for acquisition | 6,337 | 1,167 | 1,294 | |||||||||
Exchange rate gain/(loss) on cash flow hedge | | | (100 | ) | ||||||||
Total consideration | 6,337 | 1,167 | 1,194 |
In 2020 the net assets acquired and total payment for acquisitions consist of:
Main Horlicks
Acquisition |
Other
acquisitions |
million
2020 |
||||||||||
Intangible assets | 3,345 | 737 | 4,082 | |||||||||
Other non-current assets | 249 | 35 | 284 | |||||||||
Trade and other receivables | 77 | 26 | 103 | |||||||||
Other current assets(a) | 560 | 95 | 655 | |||||||||
Non-current liabilities(b) | (905 | ) | (202 | ) | (1,107 | ) | ||||||
Current liabilities | (122 | ) | (38 | ) | (160 | ) | ||||||
Net assets acquired | 3,204 | 653 | 3,857 | |||||||||
Non-controlling interest | | (27 | ) | (27 | ) | |||||||
Goodwill | 2,090 | 417 | 2,507 | |||||||||
Exchange rate gain/(loss) on cash flow hedges | | | | |||||||||
Total consideration | 5,294 | 1,043 | 6,337 | |||||||||
Of which | ||||||||||||
Consideration paid(c) |
5,294 | 1,019 | 6,313 | |||||||||
Deferred consideration |
| 24 | 24 |
(a) |
Other current assets include financial assets of 463 million and cash of 36 million related to the Main Horlicks Acquisition. |
(b) |
Non-current liabilities include deferred tax of 746 million related to the Main Horlicks Acquisition. |
(c) |
For the Main Horlick Acquisition consideration paid was 449 million in cash and 4,845 million in equity shares. For the other acquisitions all consideration was paid in cash. |
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. Detailed information relating to goodwill is provided in note 9 on pages 134 to 136.
No material contingent liabilities were acquired in the other acquisitions described above.
Unilever Annual Report on Form 20-F 2020 | 165 |
21. Acquisitions and disposals continued
Disposals
Total consideration for 2020 disposals is 35 million (2019: 169 million for disposals completed during that year). The following table sets out the effect of the disposals in 2020, 2019 and 2018 on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal.
million 2020 |
million 2019 |
million 2018 |
||||||||||
Goodwill and intangible assets | 1 | 82 | 2,510 | |||||||||
Other non-current assets | 21 | 19 | 666 | |||||||||
Current assets | 5 | 15 | 261 | |||||||||
Trade creditors and other payables | (1 | ) | (12 | ) | (107 | ) | ||||||
Net assets sold | 26 | 104 | 3,330 | |||||||||
(Gain)/loss on recycling of currency retranslation on disposal | | | (71 | ) | ||||||||
Profit/(loss) on sale attributable to Unilever | 9 | 65 | 4,331 | |||||||||
Consideration | 35 | 169 | 7,590 | |||||||||
Cash | 34 | 168 | 7,135 | |||||||||
Cash balances of businesses sold | | 1 | 321 | |||||||||
Non-cash items and deferred consideration | 1 | | 134 | |||||||||
35 | 169 | 7,590 |
In 2020 business disposal was mainly related to the sale of Unilever Ice Cream business in Chile to Carozzi.
22. Assets and liabilities held for sale
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as held for sale when all of the following criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the assets or groups of assets are remeasured in accordance with the Groups accounting policies. Subsequently, assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised. |
(a) |
In 2020, disposal groups held for sale consists of assets mainly relating to manufacturing assets. |
(b) |
2019 includes manufacturing assets held for sale in various countries. |
166 | Unilever Annual Report on Form 20-F 2020 |
Notes to the Consolidated Financial Statements Unilever Group continued
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. |
Joint ventures
The following related party balances existed with associate or joint venture businesses at 31 December:
Related party balances |
million 2020 Total |
million 2019 Total |
||||||
Sales to joint ventures | 1,004 | 839 | ||||||
Purchases from joint ventures | 118 | 113 | ||||||
Receivables from joint ventures | 80 | 92 | ||||||
Payables to joint ventures | 43 | 38 | ||||||
Loans to joint ventures | 255 | 289 | ||||||
Royalties and service fees | 21 | 23 |
Significant joint ventures are Unilever FIMA Lda for Portugal, Binzagr Unilever Distribution and Al Gurg Unilever for Middle East, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International Ltd for the rest of the world.
Associates
There are no trading balances from/to associates.
Langholm Capital II was launched in 2009. Unilever has invested 64 million in Langholm II, with an outstanding commitment at the end of 2020 of 2 million (2019: 11 million). During 2020, Unilever received nil (2019: nil) from its investment in Langholm Capital II.
24. Remuneration of auditors
million 2020 |
million 2019 |
million 2018 |
||||||||||
Fees payable to the Groups auditors for the audit of the consolidated and parent | ||||||||||||
Company Accounts of Unilever N.V. and Unilever PLC(a) |
6 | 5 | 6 | |||||||||
Fees payable to the Groups auditors for the audit of accounts of subsidiaries of | ||||||||||||
Unilever N.V. and Unilever PLC pursuant to legislation(b)(c) |
13 | 12 | 10 | |||||||||
Total statutory audit fees | 19 | 17 | 16 | |||||||||
Fees payable to the Groups auditors for the audit of non-statutory | ||||||||||||
financial statements |
6 | (d) | | 4 | (d) | |||||||
Audit-related assurance services | | (e) | | (e) | | (e) | ||||||
Other taxation advisory services | | | | |||||||||
Services relating to corporate finance transactions | | | | |||||||||
Other assurance services | 1 | (f) | | 1 | (f) | |||||||
All other non-audit services | | (e) | | (e) | | (e) | ||||||
Total fees payable | 26 | 17 | 21 |
(a) |
Of which nil million was payable to KPMG Accountants N.V. (2019: 1 million; 2018: 1 million) and 6 million was payable to KPMG LLP (2019: 4 million; 2018: 5 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 (2019: less than 1 million individually and in aggregate; 2018: less than 1 million individually and in aggregate). |
(d) |
2020 includes 6 million for the audit of carve-out financial statements of the Tea business. 2018 includes 4 million for audits of carve-out financial statements of the Spreads business. |
(e) |
Amounts paid in relation to each type of service are less than 1 million individually and in aggregate (2019: less than 1 million and in aggregate; 2018: less than 1 million). |
(f) |
2020 includes 1 million for assurance work on Unification. 2018 includes 1 million for assurance work on Simplification. |
25. 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. |
Dividend
On 4 February 2021 Unilever announced a quarterly dividend with the 2020 fourth quarter results of £0.3760 per PLC ordinary share. The total value of the announced dividend is 1,125 million.
Unilever Annual Report on Form 20-F 2020 | 167 |
26. Significant subsidiaries
The following represents the significant subsidiaries of the Group at 31 December 2020, that principally affect the turnover, profit and net assets of the Group. The percentage of share capital is shown below represents the aggregate percentage of equity capital directly or indirectly held by Unilever PLC in the company. The companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.
Country | Name of company | Shareholding% | ||||
Argentina | Unilever de Argentina S.A. | 100.00 | ||||
Australia | Unilever Australia Limited | 100.00 | ||||
Bangladesh | Unilever Bangladesh Limited | 60.75 | ||||
Brazil | Unilever Brasil Ltda. | 100.00 | ||||
Canada | Unilever Canada Inc. | 100.00 | ||||
China | Unilever Services (Hefei) Co. Ltd | 100.00 | ||||
China | Walls (China) Co. Limited | 100.00 | ||||
England and Wales | Unilever UK & CN Holdings Limited | 100.00 | ||||
England and Wales | Unilever Global IP Ltd | 100.00 | ||||
England and Wales | Unilever U.K. Holdings Limited | 100.00 | ||||
England and Wales | Unilever UK Limited | 100.00 | ||||
England and Wales | Unilever U.K. Central Resources Limited | 100.00 | ||||
France | Unilever France S.A.S | 99.99 | ||||
Germany | Unilever Deutschland GmbH | 100.00 | ||||
Germany | Unilever Deutschland Holding GmbH | 100.00 | ||||
India | Hindustan Unilever Limited | 61.90 | ||||
Indonesia | PT Unilever Indonesia Tbk | 84.99 | ||||
Italy | Unilever Italia Mkt Operations S.R.L. | 100.00 | ||||
Korea | Carver Korea Co., Ltd | 100.00 | ||||
Mexico | Unilever de Mexico, S. de R.I. de C.V. | 100.00 | ||||
Netherlands | Mixhold B.V. | 100.00 | ||||
Netherlands | Unilever Finance International B.V. | 100.00 | ||||
Netherlands | Unilever Finance Netherlands B.V. | 100.00 | ||||
Netherlands | Unilever IP Holdings B.V. | 100.00 | ||||
Netherlands | Unilever Nederland B.V. | 100.00 | ||||
Netherlands | Unilever Europe B.V. | 100.00 | ||||
Netherlands | UNUS Holding B.V. | 100.00 | ||||
Pakistan | Unilever Pakistan Limited | 99.28 | ||||
Philippines | Unilever Philippines, Inc. | 100.00 | ||||
Russia | OOO Unilever Rus | 100.00 | ||||
Singapore | Unilever Asia Private Limited | 100.00 | ||||
South Africa | Unilever South Africa (Pty) Limited | 100.00 | ||||
Switzerland | Unilever ASCC AG | 100.00 | ||||
Switzerland | Unilever Finance International AG | 100.00 | ||||
Switzerland | Unilever Supply Chain Company AG | 100.00 | ||||
Thailand | Unilever Thai Trading Limited | 100.00 | ||||
Turkey | Unilever Sanayi ve Ticaret Turk A.S | 99.98 | ||||
United States of America | Conopco, Inc. | 100.00 | ||||
United States of America | Unilever Capital Corporation | 100.00 | ||||
United States of America | Unilever North America Supply Chain Company LLC | 100.00 | ||||
United States of America | Unilever United States, Inc. | 100.00 | ||||
United States of America | Ben & Jerrys Homemade, Inc. | 100.00 | ||||
Vietnam | Unilever Vietnam International Company Limited | 100.00 |
Due to the inclusion of certain partnerships in the consolidated group financial statements of Unilever, para 264(b) of the German trade law grants an exemption from the duty to prepare individual statutory financial statements and management reports in accordance with the requirements for limited liability companies and to have these audited and published.
168 | Unilever Annual Report on Form 20-F 2020 |
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184 | Unilever Annual Report on Form 20-F 2020 |
As at 31 December 2020
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2020 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 190. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Groups financial statements using the equity method of accounting unless otherwise indicated see the notes on page 190.
See page 167 of the Annual Report and Accounts for a list of the significant subsidiaries.
Companies are listed by country and under their registered office address. 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
Unilever Annual Report on Form 20-F 2020 | 185 |
Name of
Undertaking |
Nominal
Value |
Share
Class Note |
||||
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. |
CRC1.00 | 1 | ||||
Cote DIvoire -01 BP 1751 Abidjan 01, Boulevard de Vridi |
||||||
Unilever-Cote DIvoire (99.78) |
XOF5,000.00 | 1 | ||||
Cote DIvoire Abidjan-Marcory, Boulevard Valery Giscard dEstaing, Immeuble Plein Ciel, |
|
|||||
Business Center, 26 BP 1377, Abidjan 26 |
||||||
Unilever Afrique de lOuest |
XOF10,000.00 | 1 | ||||
Croatia Strojarska cesta 20, 10000 Zagreb |
||||||
Unilever Hrvatska d.o.o. |
HRK1.00 | 1 | ||||
Cuba Zona Especial de Desarrollo Mariel, Provincia Artemisa |
||||||
Unilever Suchel, S.A. (60) |
USD1,000.00 | 1 | ||||
Cyprus Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone Nicosia |
|
|||||
Unilever Tseriotis Cyprus Limited (84) |
EUR1.00 | 1 | ||||
Czech Republic Voctářova 2497/18, 180 00 Praha 8 |
||||||
Unilever ČR, spol. s r.o. |
CZK210,000.00 | 1 | ||||
UNILEVER RETAIL ČR, spol. s r.o. |
CZK100,000.0 | 1 | ||||
Denmark Ørestads Boulevard 73, 2300 København S |
||||||
Unilever Danmark A/S |
DKK1,000.00 | 1 | ||||
Denmark Petersmindevej 30, 5000 Odense C |
||||||
Unilever Produktion ApS |
DKK100.00 | 1 | ||||
Djibouti-Haramous, BP 169 |
||||||
Unilever Djibouti FZCO Limited |
USD20.00 | 1 | ||||
Dominican Republic Av. Winston Churchill, Torre Acropolis, Piso 16, Santo Domingo |
||||||
Unilever Caribe, S.A. |
DOP1,000.00 | 1 | ||||
Ecuador Km 25 Vía a Daule, Guayaquil |
||||||
Unilever Andina Ecuador S.A. |
USD1.00 | 1 | ||||
Egypt Galleria 40 Business Complex, 26th of July Corridor, Sheikh Zayed, 6th of October, Giza 5th |
|
|||||
and 6th floors, North Tower |
||||||
Unilever Mashreq for Manufacturing and Trading (SAE) |
EGP10.00 | 1 | ||||
Egypt the Public Free Zone, Alexandria |
||||||
Unilever Mashreq International Company |
USD1,000.00 | 1 | ||||
Egypt Industrial Zone the first Industrial Zone beside 14th of May Bridge, Smouha, Sidi Gaber, |
|
|||||
Alexandria |
||||||
Unilever Mashreq Trading LLC (60) (in liquidation) |
EGP10.00 | 1 | ||||
Commercial United for Import and Export |
EGP1000.00 | 1 | ||||
Egypt 15 Sphinx Square, 6th Floor, El-Agouza, Giza |
||||||
Unilever Mashreq for Import and Export LLC |
EGP100.00 | 1 | ||||
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. |
USD11.00 | 1 | ||||
Unilever de Centro America S.A. de C.V |
USD1.00 | 1 | ||||
England and Wales Unilever House, 100 Victoria Embankment, London, EC4Y 0DY |
||||||
Accantia Group Holdings (unlimited company) |
GBP0.01 | 1 | ||||
Alberto-Culver (Europe) Limited |
GBP1.00 | 1 | ||||
Alberto-Culver Group Limited |
GBP1.00 | 1 | ||||
Alberto-Culver UK Holdings Limited |
GBP1.00 | 1 | ||||
Alberto-Culver UK Products Limited |
GBP1.00 | 1 | ||||
GBP5.00 | 14 | |||||
Associated Enterprises Limited° |
GBP1.00 | 1 | ||||
BBG Investments (France) Limited |
GBP1.00 | 1 | ||||
Brooke Bond Assam Estates Limited |
GBP1.00 | 1 | ||||
Brooke Bond Group Limited° |
GBP0.25 | 1 | ||||
Brooke Bond South India Estates Limited° |
GBP1.00 | 1 | ||||
GBP1.00 | 15 | |||||
CPC (UK) Pension Trust Limited |
16 | |||||
Dollar Shave Club Limited |
GBP1.00 | 1 | ||||
Hourglass Cosmetics UK Limited |
GBP1.00 | 1 | ||||
Margarine Union (1930) Limited° |
GBP1.00 | 1 | ||||
GBP1.00 | 18 | |||||
GBP1.00 | 68 | |||||
GBP1.00 | 69 | |||||
MBUK Trading Limited |
GBP1.00 | 1 | ||||
Mixhold Investments Limited |
GBP1.00 | 1 | ||||
ND4A Limited |
GBP1.00 | 1 | ||||
Pukka Herbs Limited |
GBP0.01 | 1 | ||||
T2 Tea (UK) Limited |
GBP1.00 | 1 | ||||
TIGI Limited |
GBP1.00 | 1 | ||||
TIGI Holdings Limited |
GBP1.00 | 1 | ||||
Toni & Guy Products Limited° |
GBP0.001 | 1 | ||||
UAC International Limited |
GBP1.00 | 1 | ||||
UML Limited |
GBP1.00 | 1 | ||||
Unidis Forty Nine Limited |
GBP1.00 | 1 | ||||
Unilever Australia Investments Limited |
GBP1.00 | 1 | ||||
Unilever Australia Partnership Limited |
GBP1.00 | 1 | ||||
Unilever Australia Services Limited |
GBP1.00 | 1 | ||||
Unilever Company for Industrial Development Limited |
GBP1.00 | 1 | ||||
Unilever Company for Regional Marketing and Research Limited |
GBP1.00 | 1 | ||||
Unilever Corporate Holdings Limited° |
GBP1.00 | 1 | ||||
Unilever Employee Benefit Trustees Limited |
GBP1.00 | 1 | ||||
Unilever S.K. Holdings Limited |
GBP1.00 | 1 | ||||
Unilever Innovations Limited |
GBP0.10 | 1 | ||||
Unilever Overseas Holdings Limited° |
GBP1.00 | 1 | ||||
Unilever Superannuation Trustees Limited |
GBP1.00 | 1 | ||||
Unilever U.K. Central Resources Limited |
GBP1.00 | 1 | ||||
Unilever U.K. Holdings Limited° |
GBP1.00 | 1 | ||||
Unilever UK & CN Holdings Limited |
GBP1.00 | 2 | ||||
GBP1.00 | 3 | |||||
GBP10.00 | 23 | |||||
GBP10.00 | 24 | |||||
Unilever UK Group Limited |
GBP1.00 | 2 |
186 | Unilever Annual Report on Form 20-F 2020 |
Group Companies continued
Unilever Annual Report on Form 20-F 2020 | 187 |
Name of Undertaking |
Nominal Value |
Share
Class Note |
||||
Handelmaatschappij Noorda B.V. |
NLG1,000.00 | 1 | ||||
Unilever Foods & Refreshments Global B.V. |
EUR453.78 | 1 | ||||
Itaho B.V. |
EUR1.00 | 1 | ||||
Lipoma B.V. |
NLG1,000.00 | 1 | ||||
Marga B.V. |
EUR1.00 | 1 | ||||
Mavibel (Maatschappij voor Internationale Beleggingen) B.V. |
EUR1.00 | 1 | ||||
Mexinvest B.V. |
EUR1.00 | 1 | ||||
Mixhold B.V.° |
EUR1.00 | 2 | ||||
EUR1.00 | 3 | |||||
EUR1.00 | 26 | |||||
N.V. Elma |
NLG1,000.00 | 1 | ||||
NLG1,000.00 | 27 | |||||
New Asia B.V. |
EUR1.00 | 1 | ||||
Nommexar B.V. |
EUR1.00 | 1 | ||||
Ortiz Finance B.V. |
NLG100.00 | 1 | ||||
Pabulum B.V. |
NLG1,000.00 | 1 | ||||
Rizofoor B.V. |
NLG1,000.00 | 1 | ||||
Rolf von den Baumens Vetsmelterij B.V. |
EUR454.00 | 1 | ||||
Rolon B.V. |
NLG1,000.00 | 1 | ||||
Saponia B.V. |
NLG1,000.00 | 1 | ||||
ThaiB1 B.V. |
NLG1,000.00 | 1 | ||||
ThaiB2 B.V. |
NLG1,000.00 | 1 | ||||
Unilever Administration Centre B.V. |
EUR1.00 | 1 | ||||
Unilever Alser B.V. |
EUR1.00 | 1 | ||||
Unilever Berran B.V. |
EUR1.00 | 1 | ||||
Unilever Canada Investments B.V. |
EUR1.00 | 1 | ||||
Unilever Caribbean Holdings B.V. |
EUR1,800.00 | 1 | ||||
Unilever Employee Benefits Management B.V. |
NLG1,000.00 | 1 | ||||
Unilever Employment Services B.V. |
NLG1,000.00 | 1 | ||||
Unilever Europe B.V. |
EUR1.00 | 1 | ||||
Unilever Europe Business Center B.V. |
EUR454.00 | 1 | ||||
EUR454.00 | 14 | |||||
Unilever Finance International B.V. |
EUR1.00 | 1 | ||||
Unilever Finance Netherlands B.V. |
EUR1.00 | 1 | ||||
FoodServiceHub B.V. |
EUR1.00 | 1 | ||||
Unilever Global Services B.V. |
EUR1.00 | 1 | ||||
Unilever Holdings B.V. |
EUR454.00 | 1 | ||||
Unilever Home & Personal Care Nederland B.V. |
EUR100.00 | 1 | ||||
Unilever IP Holdings B.V. |
EUR1.00 | 1 | ||||
Unilever Indonesia Holding B.V. |
EUR1.00 | 1 | ||||
Unilever Insurances N.V. |
EUR454.00 | 1 | ||||
Unilever International Holdings B.V. ° |
EUR1.00 | 1 | ||||
Unilever International Holding B.V. |
EUR1.00 | 1 | ||||
Unilever International Holdings N.V. |
EUR1.00 | 1 | ||||
Unilever Netherlands Retail Operations B.V. |
EUR1.00 | 1 | ||||
Unilever Nederland Holdings B.V. |
EUR454.00 | 1 | ||||
Unilever Nederland Services B.V. |
EUR460.00 | 1 | ||||
Unilever PL Netherlands B.V. |
EUR1.00 | 1 | ||||
Unilever Pilot B.V. |
EUR1.00 | 1 | ||||
Unilever Turkey Holdings B.V. |
EUR1.00 | 1 | ||||
Unilever US Investments B.V.° |
EUR1.00 | 1 | ||||
Unilever Ventures Holdings B.V. |
EUR453.79 | 1 | ||||
Unilever UK Holdings B.V. |
EUR1.00 | 1 | ||||
Univest Company B.V. |
EUR1.00 | 1 | ||||
UNUS Holding B.V. |
EUR0.10 | 2 | ||||
EUR0.10 | 3 | |||||
EUR0.10 | 28 | |||||
Non-voting | ||||||
Verenigde Zeepfabrieken B.V. |
NLG1,000.00 | 1 | ||||
Wemado B.V. |
NLG1,000.00 | 1 | ||||
Netherlands Mr. Treublaan 7, Spaces Amstel Suites 2.30, 1097DP Amsterdam |
|
|||||
Dollar Shave Club B.V. |
EUR1.00 | 1 | ||||
Netherlands Hofplein 19 3032 AC Rotterdam |
||||||
Lever Faberge Europe-Sourcing Unit Vlaardingen B.V. |
NLG1,000.00 | 1 | ||||
Tessa B.V. |
EUR1.00 | 1 | ||||
Unilever Nederland B.V. |
EUR454.00 | 1 | ||||
Unilever Nederland Foods Factories B.V. |
EUR46.00 | 1 | ||||
Netherlands Valkweg 2 7447JL Hellendoorn |
||||||
Ben en Jerrys Hellendoorn B.V. |
EUR453.78 | 1 | ||||
Netherlands Markhek 5, 4824 AV Breda |
||||||
De Korte Weg B.V. |
EUR1.00 | 1 | ||||
EUR1.00 | 26 | |||||
Netherlands Bronland 14, 6708 WH Wageningen |
||||||
Unilever Innovation Centre Wageningen B.V. |
EUR460.00 | |||||
Netherlands Unilever House, 100 Victoria Embankment, London, EC4Y 0DY |
|
|||||
(Registered Seat: Rotterdam) |
||||||
Unilever Overseas Holdings B.V. |
NLG1,000.00 | 1 | ||||
Unilever UK Holdings N.V. |
EUR1.00 | 1 | ||||
New Zealand Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 |
|
|||||
Ben & Jerrys Franchising New Zealand Limited |
No Par Value | 1 | ||||
T2 NZ Limited |
NZD1.00 | 1 | ||||
Unilever New Zealand Limited |
NZD2.00 | 1 | ||||
Nicaragua Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua |
|
|||||
Unilever de Centroamerica S.A. |
NIC50.00 | 1 | ||||
Niger BP 10272 Niamey |
||||||
Unilever Niger S.A. (88.42) |
XOF10,000.00 | 1 | ||||
Nigeria 1 Billings Way, Oregun, Ikeja, Lagos |
||||||
Unilever Nigeria Plc (75.96) |
NGN0.50 | 1 | ||||
West Africa Popular Foods Nigeria Limited (51) |
NGN1.00 | 1 | ||||
Norway Martin Linges vei 25, Postbox 1, 1331 Fornebu |
|
|||||
Unilever Norge AS |
NOK100.00 | 1 |
188 | Unilever Annual Report on Form 20-F 2020 |
Group Companies continued
Unilever Annual Report on Form 20-F 2020 | 189 |
190 | Unilever Annual Report on Form 20-F 2020 |
Group Companies continued
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: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 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: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 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: Series B1 CPPS, 46: B Preferred, 47: Not In Use, 48: Series C-2 Preferred, 49: A-4 Com, 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: Pre Series B CPPS, 65: Series B CPPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CPPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CPPS, 77: Series B Preferred Convertible, 78: Class A Ordinary Redeemable Non Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A Preferred, 87: Series B Preferred, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred.
o |
Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 47.43% is directly held and the remainder of 14.47% 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 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 Mixhold B.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. |
|
Shares the undertaking holds in itself. |
D |
Denotes an undertaking where other classes of shares are held by a third party. |
X |
Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, 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. 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 Home and Personal Care Products Manufacturing LLC . |
à |
Accounted for as non-current investments within non-current financial assets. |
¥ |
Exemption pursuant to Section 264b German Commercial Code. |
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Aland Islands, American, Samoa, Andorra, Angola, Antigua, Anguilla, Armenia, Aruba,Azerbaijan, Bahamas, Barbuda, Barbados, Belarus, Belize, Benin, Bhutan, Bosnia and Herzegovina, Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guinea, Guinea-Bissau, Guyana, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Martinique, Mauritania, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, New Caledonia, Niue, Norfolk Islands, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon Islands, Somalia, South Sudan, Sudan, Suriname, Swaziland, Syrian Arab Republic, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu, Western Sahara and Yemen.
The Unilever Group has established branches in Azerbaijan, Bosnia-Herzegovina, Cote dIvoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the Philippines, Turkey and the UK.
Unilever Annual Report on Form 20-F 2020 | 191 |
Financial calendar
Annual general meeting
Date | 5 May 2021 | |||||||||||||||
Voting and Registration date | 3 May 2021 | |||||||||||||||
Quarterly dividends
Dates listed below are applicable to all Unilever listings (PLC ordinary shares and PLC ADSs).
|
|
|||||||||||||||
Announcement date | Ex-dividend date | Record date | Payment date | |||||||||||||
Quarterly dividend announced with the Q4 2020 results | 4 February 2021 | 25 February 2021 | 26 February 2021 | 17 March 2021 | ||||||||||||
Quarterly dividend announced with the Q1 2021 results | 29 April 2021 | 20 May 2021 | 21 May 2021 | 10 June 2021 | ||||||||||||
Quarterly dividend announced with the Q2 2021 results | 22 July 2021 | 5 August 2021 | 6 August 2021 | 8 September 2021 | ||||||||||||
Quarterly dividend announced with the Q3 2021 results | 21 October 2021 | 4 November 2021 | 5 November 2021 | 1 December 2021 |
Contact details
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
www.unilever.com/contact/contact-form
Private Shareholders telephone +44 (0)20 7822 5500
Private Shareholders can email us at
shareholder.services@unilever.com
Shareholder Services
UK
Computershare Investor Services PLC | ||
The Pavilions | ||
Bridgwater Road | ||
Bristol BS99 6ZZ | ||
Telephone | +44 (0)370 600 3977 | |
Website | www.investorcentre.co.uk | |
FAQ and Contact Form | computershare.co.uk/contactus |
The Netherlands
ABN AMRO Bank N.V. | ||
Gustav Mahlerlaan 10 | ||
1082 PP Amsterdam | ||
Telephone | +31 (0)20 344 2000 | |
corporate.broking@nl.abnamro.com |
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 | |
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 conference and investor/analyst presentations.
You can also view the Unilever Annual Report and Accounts 2020 (and the Additional Information for US Listing Purposes) on our website, and those for prior years.
www.unilever.com
www.unilever.com/investorrelations
www.unilever.com/investor-relations/annual-report-and-accounts/
Publications
Copies of the Unilever Annual Report and Accounts 2020 (and the Additional Information for US Listing Purposes) and the Annual Report on Form 20-F 2020 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations
Unilever Annual Report and Accounts 2020
The Unilever Annual Report and Accounts 2020 (and the Additional Information for US Listing Purposes) forms the basis for the Annual Report on Form 20-F that is filed with the United States Securities and Exchange Commission, which is also available free of charge from their website.
www.sec.gov
Quarterly results announcements
Unilevers quarterly results announcements are in English with figures in euros.
192 | Unilever Annual Report on Form 20-F 2020 |
Accounting policies | 116-118, 171-172 | |||
Acquisitions | 162-165 | |||
Annual General Meetings | 191 | |||
Asia/AMET/RUB | 120, 122 | |||
Associates | 119-120, 139-140, 166 | |||
Audit Committee | 70-71 | |||
Auditors | 70-71, 105-111 | |||
Balance sheet | 38, 114, 169, 178 | |||
Beauty & Personal Care | 3, 20-21, 35-37, 40, 43, 118-119 | |||
Biographies | 64-67 | |||
Board committees | 62-55 | |||
Board | 4-7, 61-65, 70-103 | |||
Bonds and other loans | 148 | |||
Brands | 2, 20-23 | |||
Capital expenditure | 38, 137-138 | |||
Cash | 35, 38, 115, 170, 179 | |||
Cash flow statement | 115, 170, 179 | |||
Cautionary statement /safe harbour | 204 | |||
Chairman | 4 | |||
Chief Executive Officer | 6-7, 64 | |||
Commitments | 39, 161, 175 | |||
Company accounts | 168-183 | |||
Compensation Committee | 76-103 | |||
Comprehensive income | 112, 168, 177 | |||
Constant underlying earnings per share | 41 | |||
Contingent liabilities | 161, 175 | |||
Corporate governance | 61-103 | |||
Corporate Responsibility Committee | 72-73 | |||
Deferred tax | 132, 172, 180 | |||
Depreciation | 38, 115, 137-139 | |||
Directors remuneration | 76-103, 123 | |||
Directors responsibilities | 104 | |||
Disposals | 162-165 | |||
Diversity | 19, 73 | |||
Dividends | 2, 134, 191, 196 | |||
Divisions | 20-23, 35, 36-37, 118-119 | |||
Earnings per share | 112, 133 | |||
Employees | 16-19, 63, 78, 122-130 | |||
Equalisation Agreement | 61, 116 | |||
Equity | 113-114, 168 | |||
Europe | 120, 122 | |||
Exchange rates | 39, 116, 152, 171 | |||
Executive Directors | 62, 64, 76-103, 123 | |||
Finance and liquidity | 38-39, 143-148 | |||
Finance costs and finance income | 112, 130 | |||
Financial assets | 157 | |||
Financial calendar | 191 | |||
Financial instruments | 149-155, 158-160 | |||
Financial liabilities | 42, 147-148, 174 | |||
Financial review | 36-43 | |||
Foods & Refreshment | 3, 21-22, 35-37, 40, 43, 118-119 | |||
Free cash flow | 35-36, 38, 42 | |||
Geographies | 120 | |||
Goodwill | 134-136, 164 | |||
Gross profit | 121 |
Group companies | 184-190 | |||
Home Care | 3, 23, 35-37, 40, 43, 118-119 | |||
Impairment | 134-135, 156, 173 | |||
Income statement | 112, 168 | |||
Innovation | 8, 10, 12 | |||
Intangible assets | 134-136, 156, 164, 173 | |||
International Financial Reporting Standards | 104, 116, 171 | |||
Inventories | 140 | |||
Joint ventures | 119-120, 140, 166 | |||
Key management | 122-123 | |||
Key Performance Indicators | 34-35 | |||
Leases | 137-139, 161 | |||
Net debt | 42 | |||
Nominating and Corporate Governance Committee | 74-75 | |||
Non-Executive Directors | 64-65, 76-103, 123 | |||
Non-GAAP measures | 39-43 | |||
Non-underlying items | 40, 121-122 | |||
Operating costs | 121-122 | |||
Operating profit | 36, 112, 119-120, 168 | |||
Organisational Structure | 61 | |||
Payables | 142 | |||
Pensions and similar obligations | 123-129 | |||
Property, plant and equipment | 137-139 | |||
Provisions | 160 | |||
Receivables | 141 | |||
Related party transactions | 166, 196 | |||
Research and development | 121 | |||
Reserves | 113, 143-146, 168 | |||
Restructuring | 36, 121-122, 160 | |||
Return on assets | 36, 43 | |||
Return on invested capital | 42 | |||
Revenue | 118 | |||
Risk management and control | 44-50, 70-71 | |||
Risks | 44-50 | |||
Segment information | 118-120 | |||
Share-based payments | 129-130 | |||
Share capital | 68, 113, 144, 168 | |||
Shareholders | 32, 68, 191, 196 | |||
Significant subsidiaries | 167 | |||
Staff costs | 122-123 | |||
Strategy | 8-11 | |||
Taxation | 131-133 | |||
The Americas | 120, 122 | |||
Total shareholder return | 102 | |||
Treasury | 50, 143-155 | |||
Turnover | 36, 112, 119-120, 168 | |||
Underlying earnings per share | 41, 133 | |||
Underlying effective tax rate | 41, 131 | |||
Underlying operating margin | 36, 41 | |||
Underlying operating profit | 36, 41, 118-120 | |||
Underlying sales growth | 36, 39-40 | |||
Underlying volume growth | 36, 40 | |||
Unification | 4, 61-62, 116, 171 | |||
Unilever Leadership Executive | 66-67 | |||
Voting | 68-69 | |||
Website | 191 |
Unilever Annual Report on Form 20-F 2020 | 193 |
US listing purposes
194 | Unilever Annual Report on Form 20-F 2020 |
Additional information for US listing purposes continued
Unilever Annual Report on Form 20-F 2020 | 195 |
Directors, senior management and employees
Employees
The average number of employees for the last three years is provided in note 4A on page 122. The average number of employees during 2020 included 8,704 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
Global employee share plans (shares)
In November 2014, Unilevers global employee plan SHARES was launched in 17 countries. SHARES gives eligible Unilever employees below management level the opportunity to invest between 10 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 23 February 2021 (the latest practicable date for inclusion in this report), awards for 427,810 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 SHARES plans, as amended from time to time. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017 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. The Committee 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 and the periodic review of the remuneration and related policies of the wider workforce to assess alignment to PLCs purpose, value and strategy.
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.
196 | Unilever Annual Report on Form 20-F 2020 |
Additional information for US listing purposes continued
Major shareholders and related party transactions
Major shareholders
The voting rights of the significant shareholders of PLC are the same as for other holders of the class of share held by such significant shareholder.
The principal trading market upon which PLC ordinary shares are listed is the London Stock Exchange. PLC ordinary shares are also listed and traded on Euronext Amsterdam.
In the United States, PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for PLC as depositary.
At 23 February 2021 (the latest practicable date for inclusion in this report), there were 2,153 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 11% of PLCs ordinary shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 11% in 2019).
If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax.
To Unilevers knowledge, PLC 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. PLC is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of PLC.
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 note 23 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 2020 up to 23 February 2021 (the latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006.
2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||
Dividends declared for the year | ||||||||||||||||||||
PLC dividends | ||||||||||||||||||||
Dividend per 31/9p | £1.48 | £1.43 | £1.35 | £1.26 | £1.09 | |||||||||||||||
Dividend per 31/9p (US Registry) | $1.91 | $1.83 | $1.82 | $1.66 | $1.42 | |||||||||||||||
Dividends paid during the year | ||||||||||||||||||||
PLC dividends | ||||||||||||||||||||
Dividend per 31/9p | £1.45 | £1.42 | £1.33 | £1.22 | £1.04 | |||||||||||||||
Dividend per 31/9p (US Registry) | $1.85 | $1.82 | $1.83 | $1.56 | $1.40 |
Unilever Annual Report on Form 20-F 2020 | 197 |
Material contracts
At the date of this Annual Report and Accounts, Unilever is not party to any contracts that are considered material to its results or operations.
Exchange controls
Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the PLCs shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the PLCs Articles of Association on the right to be a holder of, and to vote in respect of, the companys shares.
Unilever Annual Report on Form 20-F 2020
Filed with the SEC on the SECs website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY United Kingdom.
Documents on display in the United States
Unilever files and furnishes reports and information with the United States SEC. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SECs website.
Other information on the Company
Innovation, Research and Development
Innovation is at the heart of Unilevers ambition to grow sustainably. Science, technology and product development are central to our plans to keep providing consumers with great brands that improve their lives while having a positive impact on the environment and society.
All our innovations are based on key insights into what consumers want and need. We aim to develop products that have purpose, so that consumers choose them again and again. We work on a wide portfolio of projects, combining the search for breakthrough technologies with the constant drive to respond to competitors, move into new markets, and make our products more sustainable. The products we develop through innovation, whether by ourselves or through our extensive partnerships with leading scientists, academic institutions, suppliers and specialist businesses, play an essential role in our ambition to make a positive impact on the world around us. Science and Technology will be key in improving health, wellbeing, nutrition and reducing environmental impact, and we want to be at the forefront of this work.
Our six main R&D centres are in the US, UK, the Netherlands, India and China. Our research aims to bring together the best thinking and ideas from wherever they exist not only do we pull together the best scientific expertise from within Unilever, but we also work closely with universities and specialist companies.
Global Design teams take our breakthroughs in Science and Technology one step further, turning unique insights into the products that consumers want and need. Development and testing of new technology takes place until it fits the product description.
Our Cluster and Category Design teams draw on local knowledge such as consumer preference, the regulatory framework, legal considerations and competitor products as they ready a product for launch into a new market. They work closely with colleagues in marketing and supply chain to make sure the new product can be manufactured efficiently.
More than 5,000 Unilever R&D professionals are building our brands through innovation. We invest around 1 billion in R&D each year, and we hold a portfolio of more than 20,000 patents and patent applications.
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 2020, we witnessed significant Covid-19 induced volatility both in the commodity prices and foreign exchange rates. A sharp fall in demand during the early days of the pandemic saw many commodities hit their historic lows. However, pick-up in economic activity and production shortfalls in certain agricultural commodities fuelled significant inflation in few materials towards the end of the year. Palm oil, vegetable oils and Indian origin tea was most impacted. Crude linked raw and packing materials remained subdued. Prices were also negatively impacted following foreign exchange rates deterioration across many emerging markets, with significant impact from Brazil, Mexico, Argentina, India, South Africa, and Turkey.
Looking ahead to 2021, we expect continued volatility in commodity and foreign exchange markets. We remain watchful of any further spread of the virus and the success of vaccination programmes across the world.
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.
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 those of our competitors. Our brands command loyalty and affinity and deliver superior performance.
Information on market share
Unless otherwise stated, market share refers to value share as opposed to volume share. The market data and competitive position 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 2020, sales in Iran were significantly less than one per cent of Unilevers worldwide turnover. During the year, this non-US subsidiary had approximately 10,735,176 in gross revenues and less than 5,131,414 in net profits attributable to the sale of food, personal care and home care products to entities affiliated with the Government of Iran. These entities were the Hotel Homa Group, which is owned by the Social Security Organisation of Iran; Kowsar, which is affiliated with the Bank of Industry and Mine of Iran; Refah, which is a chain of 200 state-owned department stores, and ETKA, which is a trading organisation with over 400 chain stores affiliated with the Iranian Ministry of Defence for Armed Forces Logistics. Our non-US subsidiary has chosen to discontinue selling consumer products to Kowsar, Refah and ETKA. 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. While we currently continue our activities in Iran, we are continuously evaluating such activities in light of the evolving regulatory environment.
198 | Unilever Annual Report on Form 20-F 2020 |
Additional information for US listing purposes continued
Property, plant and equipment
The Group has interests in properties in most of the countries where there are Unilever operations. None of these interests are individually 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.
Taxation
The comments below in relation to United Kingdom and United States taxation are based on current United Kingdom and United States federal income tax law as applied in England and Wales and the United States respectively, and HM Revenue & Customs (HMRC) and Internal Revenue Service (IRS) practice (which may not be binding on HMRC or the IRS) respectively, in each case as at the latest practicable date before the date of this document.
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, any state or the District of Columbia, or any other legal person subject to US 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 most United Kingdom companies, including PLC. Shareholders of PLC, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.
A non-UK resident shareholder or ADS holder holding their shares or ADSs otherwise than in connection with any trade, profession or vocation carried on through a branch, agency or permanent establishment in the UK will not generally be subject to UK tax in respect of dividends paid by PLC.
United States taxation on dividends
If you are a US person, the distribution up to the amount of PLCs earnings and profits for US Federal Income Tax purposes will be ordinary dividend income. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds.
Any portion of the distribution that exceeds PLCs earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in PLCs shares or ADSs, and thereafter is treated as a gain on a disposition of the shares or ADSs. PLC does not maintain calculations of its earnings and profits in accordance with US Federal Income Tax accounting principles. You should therefore assume that any distribution by PLC with respect to the shares will be reported as ordinary dividend income. You should consult your own tax advisers with respect to the appropriate US Federal Income Tax treatment of any distribution received from us.
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. 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.
For US Federal Income Tax purposes, the amount of any dividend paid in a non-US currency will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the date the dividends are received by you or the depositary (in the case of ADSs), regardless of whether they are converted into US dollars at that time. If the non-US currency is converted into US dollars on the day they are received, you generally will not be required to recognise foreign currency gain or loss in respect of this dividend income.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares or ADSs 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 gains made on disposal of your shares or ADSs.
There are exceptions to this general rule, two of which are: if the shares or ADSs 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 or ADSs 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. In such cases, you may be liable to United Kingdom tax in respect of the disposal of shares or ADSs.
United States taxation on capital gains
A US person generally will recognise capital gain or loss for US Federal Income Tax purposes equal to the difference, if any, between the amount realised on the sale and the US persons adjusted tax basis in the shares or ADSs, in each case as determined in US dollars. US persons should consult their own tax advisers about how to determine the US dollar value of any foreign currency received as proceeds on the sale of shares or ADSs and the treatment of any foreign currency gain or loss upon conversion of the foreign currency into US dollars. The capital gain or loss recognised on the sale will be long-term capital gain or loss if the US persons holding period in the shares or ADSs exceeds one year. Non-corporate US persons are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations.
UK inheritance tax
Under the current estate and gift tax convention between the United States and the United Kingdom, shares or ADSs (regardless of whether they are situated in the United Kingdom for inheritance tax purposes) held by an individual shareholder who is:
◾ | domiciled for the purposes of the convention in the United States; and |
◾ | not for the purposes of the convention a national of the United Kingdom |
will generally not be subject to United Kingdom inheritance tax:
◾ | on the individuals death; or |
◾ | on a gift of the shares during the individuals lifetime. |
Where shares or ADSs 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 or ADSs 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 shares or ADSs 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.
Unilever Annual Report on Form 20-F 2020 | 199 |
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 or ADSs in the United States is not paid.
Where shares are dealt with through a clearing system or in the form of ADSs, the situs of the shares may not be determinative of the situs of the interests held by holders through such system or of such ADSs for United Kingdom inheritance tax purposes. Where shares are dealt with through Euroclear Nederland there are arguments that the interests of participants in Euroclear Nederland will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax so long as Euroclear Nederland maintains the book-entry register of such participants interests outside the United Kingdom, although HMRC may not accept this analysis. Similarly, there are arguments that ADSs registered on a register outside the United Kingdom will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax, although again HMRC may not accept this analysis. Shareholders to whom this may be relevant should consult an appropriate professional adviser.
If the ADSs or the shares dealt with through Euroclear Nederland or both are not situated in the United Kingdom, a gift of such ADSs or such shares by, or the death of, an individual holder of such assets who is neither domiciled nor deemed to be domiciled (under certain rules relating to long residence or previous domicile) in the United Kingdom will not generally give rise to a liability to United Kingdom inheritance tax regardless of whether the estate and gift tax convention between the United States and the United Kingdom applies. Special rules may also apply to such ADSs or such shares dealt with through Euroclear Nederland which are held on trust.
UK stamp duty and stamp duty reserve tax
The statements in this section are intended as a general guide to the current United Kingdom stamp duty and stamp duty reserve tax (SDRT) position. Special rules apply to certain transactions such as transfers of the shares to a company connected with the transferor and those rules are not described below. Investors should also note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
Issue of shares
Subject to the points noted below in respect of shares issued to clearance services (such as Euroclear Nederland) or which are issued into a depositary receipt system where the shares are to be held in ADS form, no stamp duty or SDRT will arise on the issue of shares in registered form by PLC.
Transfer of shares
Except in relation to clearance services and depositary receipt systems (to which special rules outlined below apply) stamp duty at the rate of 0.5 per cent. (rounded up to the next multiple of £5) of the amount or value of the consideration given will generally be payable on an instrument transferring PLC shares. A charge to SDRT will also generally arise on an unconditional agreement to transfer PLC shares (at the rate of 0.5 per cent. of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee.
Shares held through clearance services including Euroclear Nederland
Special rules apply where shares are issued or transferred to, or to a nominee or agent for, a person providing a clearance service. In such circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per cent., with subsequent transfers within the clearance service then being free from SDRT and stamp duty (except in relation to clearance service providers that have made an election under section 97A(1) of the Finance Act 1986 which has been approved by HM Revenue & Customs, to which the special rules apply).
In light of EU case law, HMRC accepted that the 1.5 per cent. charge is in breach of EU law so far as it applies to issues of shares or to transfers of shares that are an integral part of a share issue. This EU case law will continue to be recognised and followed pursuant to the provisions of the European Union (Withdrawal) Act 2018 (the EUWA).
HMRCs published view is that the 1.5 per cent. SDRT or stamp duty charge continues to apply to other transfers of shares into a clearance service, although this has been disputed. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5 per cent. stamp duty or SDRT charge in any circumstances. Any liability for stamp duty or SDRT in respect of a transfer of shares into a clearance service, or in respect of a transfer of shares within such a service, which does arise will strictly be accountable by the clearance service or its nominee but may, in practice, be payable by the relevant participant in the clearance service.
Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there should be no stamp duty or SDRT on an issuance of shares into a depositary receipt system where such transfer is an integral part of the raising of capital by the company concerned. A transfer of shares into a depositary receipt system may be subject to SDRT or stamp duty may be charged at a rate of 1.5 per cent., with subsequent transfers of depositary receipts then being free from SDRT.
Any liability for stamp duty or SDRT in respect of a transfer of shares into a depositary receipt system which does arise will strictly be accountable by the depositary receipt system operator or its nominee but may, in practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as depositary in respect of the ADSs will not be subject to stamp duty or SDRT. An agreement for the transfer of ADSs will not be subject to SDRT but a charge to stamp duty will technically arise on the transfer of ADSs if it is executed in the UK or relates to any property situated, or to any matter or thing done or to be done, in the UK. However, the only sanction for failing to pay such stamp duty is that the instrument of transfer cannot be produced as evidence in a UK court. Therefore, no UK stamp duty should in practice be payable on the acquisition or transfer of existing ADSs or transfer of beneficial ownership of ADSs.
Backup withholding and information reporting
Payments of dividends and other proceeds with respect to ordinary shares or ADSs by US persons will be reported to you and to the IRS as may be required under applicable regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or fail to comply with applicable certification requirements. Some holders are not subject to backup withholding. You should consult your tax adviser as to your qualification for an exemption from backup withholding and the procedure for obtaining an exemption.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets, including stock in a non-US corporation, with values in excess of certain thresholds are required to file Form 8938 with their US Federal Income Tax return. Such Form requires disclosure of information concerning such non-US assets, including the value of the assets. Failure to file the Form when required is subject to penalties. An exemption from reporting applies to non-US 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.
Description of securities other than equity securities
Deutsche Bank serves as the depositary (Depositary) for PLCs American Depositary Receipt Programme.
200 | Unilever Annual Report on Form 20-F 2020 |
Additional information for US listing purposes continued
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.
Depositary payments fiscal year 2020
Deutsche Bank has been the depositary bank for its American Depositary Receipt Programme since 1 July 2014. Under the terms of the Deposit Agreement, PLC is entitled to certain reimbursements, 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). In relation to 2020, PLC did not receive payments from Deutsche Bank.
Defaults, dividend arrearages and delinquencies
Defaults Programme
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.
Unilever Annual Report on Form 20-F 2020 | 201 |
Additional information for US listing purposes continued
Purchases of equity securities
Share purchases during 2020
Please also refer to Our shares section on page 68.
No PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any affiliated purchaser, as defined in Section 10b-18(a)(3) of the US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.
Between 31 December 2020 and 23 February 2021 (the latest practicable date for inclusion in this report) PLC did not conduct any share repurchases.
Managements report on internal control over financial reporting
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Groups internal control over financial reporting (as defined in rule 13a15(f) or rule 15d15(f) under the US Securities Exchange Act of 1934):
◾ | Unilevers management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group; |
◾ | Unilevers management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting; |
◾ | Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2020, and has concluded that such internal control over financial reporting is effective. Managements assessment and conclusion excludes the Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPants from this assessment, as they were acquired on 1 April 2020, 30 June 2020, 1 October 2020, and 23 December 2020 respectively. These entities are included in our 2020 consolidated financial statements, and together they constituted approximately 11% of our total assets as at 31 December 2020 (of which 10% represented goodwill and intangible assets acquired) and approximately 1% of total turnover for the year ended 31 December 2020; and |
◾ | KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2020, have also audited the effectiveness of internal control over financial reporting as at 31 December 2020 and have issued an attestation report on internal control over financial reporting. |
Principal accountant fees and services
million 2020 |
million 2019 |
million 2018 |
||||||||||
Audit fees(a) | 19 | 17 | 16 | |||||||||
Audit-related fees(b) | 7 | (d) | | (d) | 5 | (d) | ||||||
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 (2019: less than 1 million individually and in aggregate; 2018: 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 less than 1 million (2019: less than 1 million, 2018: less than 1 million). |
(d) |
2020 includes 6 million for audits and reviews of carve-out financial statements of the Tea business and 1 million for assurance work on Unification. 2018 includes 4 million for audits and reviews of carve-out financial statements of the Spreads business and 1 million for assurance work on Simplification. |
202 | Unilever Annual Report on Form 20-F 2020 |
Selected financial data
The schedules below provide the Groups selected financial data for the five most recent financial years. 2016 numbers are not comparable as the Group adopted IFRS 16 in 2019 and restated only 2018 and 2017.
Unilever Annual Report on Form 20-F 2020 | 203 |
Additional information for US listing purposes continued
Consolidated cash flow statement |
million 2020 |
million 2019 |
million 2018 |
million 2017 |
million 2016 |
|||||||||||||||
Net cash flow from operating activities | 9,058 | 8,109 | 7,318 | 7,879 | 7,047 | |||||||||||||||
Net cash flow from/(used in) investing activities | (1,481 | ) | (2,237 | ) | 4,644 | (5,879 | ) | (3,188 | ) | |||||||||||
Net cash flow from/(used in) financing activities | (5,804 | ) | (4,667 | ) | (12,113 | ) | (2,020 | ) | (3,073 | ) | ||||||||||
Net increase/(decrease) in cash and cash equivalents | 1,773 | 1,205 | (151 | ) | (20 | ) | 786 | |||||||||||||
Cash and cash equivalents at the beginning of the year | 4,116 | 3,090 | 3,169 | 3,198 | 2,128 | |||||||||||||||
Effect of foreign exchange rates | (414 | ) | (179 | ) | 72 | (9 | ) | 284 | ||||||||||||
Cash and cash equivalents at the end of the year | 5,475 | 4,116 | 3,090 | 3,169 | 3,198 | |||||||||||||||
Ratios and other metrics | 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||
Operating margin (%) | 16.4 | 16.8 | 24.8 | 16.7 | 14.8 | |||||||||||||||
Net profit margin (%)(a) | 11.0 | 10.8 | 18.4 | 11.2 | 9.8 | |||||||||||||||
Number of Shares PLC ordinary shares issued (Millions of units) | 2,629 | 1,169 | 1,187 | 1,310 | 1,310 |
(a) |
Net profit margin is expressed as net profit attributable to shareholders equity as a percentage of turnover. |
Guarantor statements
On 13 August 2020, Unilever N.V. (NV) and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully guaranteed, jointly and severally, by NV, Unilever PLC (PLC) and Unilever United States, Inc. (UNUS) and that updated the NV and UCC US Shelf registration filed on 27 July 2017, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS.
As a result of Unification, PLC assumed NVs liabilities in relation to debt issued under the US shelf registration programme. UCC and UNUS are each indirectly 100% owned by PLC and consolidated in the financial statements of the Unilever Group. In relation to the US Shelf registration, US$11.5 billion of Notes were outstanding at 31 December 2020 (2019: US$12.35 billion; 2018: US$12.5 billion) with coupons ranging from 0.375% to 5.900%. These Notes are repayable between 10 February 2021 and 15 November 2032.
All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several basis, by PLC and UNUS.
In March 2020, the SEC amended Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities, which we have adopted effective immediately. As noted above UCC and UNUS are 100% subsidiaries of Unilever PLC and are consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from intercompany investments and balances. Therefore, as allowed under Rule 13-01, we have excluded the summarised information for each issuer and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt securities are endorsed.
204 | Unilever Annual Report on Form 20-F 2020 |
Cautionary Statement
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; Unilevers investment choices in its portfolio management; the effect of climate change on Unilevers business; Unilevers ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. A number of these risks have increased as a result of the current Covid-19 pandemic.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Unilever Annual Report and Accounts 2020.
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 2020 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 2020.
Designed and produced by Unilever Communications.
Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.
This document is printed on Revive 100% Recycled Silk. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.
These papers are 100% recycled and manufactured using de-inked post-consumer waste. All the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its pureprint® environmental printing technology. Vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both the manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council® (FSC®) chain-of-custody certified.
If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you. |
For further information about
Unilever please visit our website:
www.unilever.com
Unilever PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales
Company Number: 41424
UNILEVER PLC 20-F EXHIBIT LIST
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
1 |
Incorporated by reference to Exhibit 2.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
2 |
Incorporated by reference to Exhibit 99.1 of post-effective amendment to Form F-3 (File No: 333-245589) filed with the SEC on November 30, 2020. |
3 |
Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014. |
4 |
Incorporated by reference to Exhibit 2.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2020. |
5 |
Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 6, 2012. |
6 |
Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
7 |
Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
8 |
Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 26, 2008. |
9 |
Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011. |
10 |
Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04546) filed with the SEC on February 28, 2018. |
11 |
The required information is set forth on pages 167 and 184 to 190 of the Annual Report on Form 20-F 2020. |
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: 10 March 2021
Exhibit 1.1
Contents
Table of Contents of Articles of Association and Special and other Resolutions
Certificate of Incorporation of Lever Brothers, Limited |
6 | |||
Certificate of change of name to Lever Brothers
|
7 | |||
Certificate of change of name to Unilever limited |
8 | |||
Certificate of Incorporation as a public company |
9 | |||
Articles of Association |
10 | |||
Article |
||||
Interpretation |
||||
1 Exclusion of Model Articles |
10 | |||
2 Definitions |
10 | |||
Agreement for Distribution of Profits and Assets |
||||
3 Agreement with Unilever N.V. |
10 | |||
Limited Liability |
||||
4 Limited Liability |
10 | |||
Share Capital |
||||
5 Rights attached to shares |
10 | |||
6 Redemption of shares |
10 | |||
7 Trusts not recognised |
11 | |||
8 Allotment of shares |
11 | |||
9 Payment of commission |
11 | |||
10 Repayment of capital in a winding-up |
11 | |||
11 Modification of rights |
11 | |||
Evidence of Title to Shares |
||||
12 Uncertificated shares |
11 | |||
13 Certificated shares |
12 | |||
14 Replacement of certificates |
12 | |||
15 Execution of share certificates |
12 | |||
Lien |
||||
16 Companys lien on shares not fully paid |
12 | |||
17 Enforcing lien by sale |
12 | |||
18 Validity of sales |
12 | |||
19 Application of proceeds of sale |
12 | |||
Calls on Shares |
||||
20 Calls |
13 | |||
21 Payment on calls |
13 | |||
22 Liability of joint holders |
13 | |||
23 Interest due on non-payment |
13 | |||
24 Sums due on allotment to be treated as calls |
13 | |||
25 Power to differentiate |
13 | |||
26 Payment of calls in advance |
13 | |||
Forfeiture of Shares |
||||
27 Notice may be given if call or instalment not paid |
13 | |||
28 Form of notice |
13 | |||
29 Forfeiture of shares if non-compliance with notice |
13 | |||
30 Notice after forfeiture |
13 | |||
31 Sale of forfeited shares |
13 | |||
32 Arrears to be paid notwithstanding forfeiture |
13 | |||
33 Effect of forfeiture |
13 | |||
34 Statutory declaration as to forfeiture |
14 |
Transfer of Shares |
||||
35 Transfer |
14 | |||
36 Execution of transfer |
14 | |||
37 Right to decline to register transfer of partly paid shares |
14 | |||
38 Further rights to decline to register transfer |
14 | |||
39 Notice of refusal |
14 | |||
40 No fee payable on registration |
14 | |||
Transmission of Shares |
||||
41 Transmission of registered shares on death |
14 | |||
42 Entry of transmission in register |
14 | |||
43 Election of person entitled by transmission |
14 | |||
44 Rights of person entitled by transmission |
15 | |||
Conversion of Shares into Stock |
||||
45 Conversion of shares into stock |
15 | |||
46 Rights of stockholders |
15 | |||
Share Warrants to Bearer |
||||
47 Issue of share warrants |
15 | |||
48 Bearer of warrants deemed a member of the Company |
15 | |||
49 Restrictions on attending and voting at meetings |
15 | |||
50 One name only to be received as holder of share warrant |
15 | |||
51 Issue of deposit certificate in respect of share warrants |
16 | |||
52 Surrender of deposit certificate |
16 | |||
53 Restriction on exercise of rights of membership |
16 | |||
54 Issue of new share warrants |
16 | |||
55 Transfer of share warrants |
16 | |||
56 Issue of shares on surrender of share warrants |
16 | |||
Untraced Shareholders |
||||
57 Sale of shares of untraced shareholders |
16 | |||
58 Cessation of sending dividend payments |
17 | |||
Alteration of Capital |
||||
59 Sub-division |
17 | |||
60 Fractions |
17 | |||
General Meetings |
||||
61 Insufficient Directors within the United Kingdom |
17 | |||
Notice of General Meetings |
||||
62 Omission or non-receipt of notice |
17 | |||
Proceedings at General Meetings |
||||
63 Quorum |
17 | |||
64 Dissolution and adjournment of meeting if quorum
not
|
17 | |||
65 Chairman of general meeting |
17 | |||
66 Entitlement to attend and speak |
18 | |||
67 Adjournments and notice of adjournment |
18 | |||
68 Amendments to resolutions |
18 | |||
69 Arrangements for participation in general meetings |
18 | |||
70 Security arrangements at general meetings |
19 |
2 | Unilever Articles of Association |
Contents
Table of Contents of Articles of Association and Special and other Resolutions continued
Voting |
||||
71 Method of voting |
19 | |||
72 Effect of properly demanded poll |
19 | |||
73 When poll to be taken |
19 | |||
74 Continuance of business after demand for poll |
20 | |||
75 Voting rights |
20 | |||
76 Voting rights of joint holders |
20 | |||
77 Exercise of voting rights for incapable member |
20 | |||
78 No right to vote where sums still payable |
20 | |||
79 Suspension of rights where non-disclosure of interest |
20 | |||
80 Objections |
21 | |||
Proxies |
||||
81 Appointment of proxies |
21 | |||
82 Receipt of proxies |
21 | |||
83 Maximum validity of proxy |
22 | |||
84 Form of proxy |
22 | |||
85 Determination of authority |
22 | |||
Appointment, Retirement and Removal of Directors |
||||
86 Number of Directors |
22 | |||
87 Shareholding qualification |
22 | |||
88 Power for Directors to fill casual vacancies or
appoint
|
22 | |||
89 Retirement of Directors |
22 | |||
90 Meeting to fill up vacancies |
22 | |||
91 Persons eligible as Directors |
22 | |||
92 Provisions if no eligible persons available |
22 | |||
93 Provisions if insufficient eligible persons elected |
22 | |||
94 Power to remove Director by special resolution |
23 | |||
95 Disqualification of Directors |
23 | |||
96 Alternate Directors |
23 | |||
97 Executive Directors |
23 | |||
98 Non-Executive Directors |
23 | |||
Remuneration and Expenses of Directors |
||||
99 Directors remuneration |
23 | |||
100 Extra remuneration |
24 | |||
101 Expenses |
24 | |||
Directors Interests |
||||
102 Conflicts of interest requiring board authorisation |
24 | |||
103 Other conflicts of interest |
24 | |||
104 Benefits |
24 | |||
105 Quorum and voting requirements |
25 | |||
106 General |
26 | |||
Powers and Duties of the Directors |
||||
107 General powers of Company vested in Directors |
26 | |||
108 Establishment of local boards |
26 | |||
109 Powers of attorney |
26 | |||
110 Delegation to individual Directors |
26 | |||
111 Registers |
26 | |||
112 Power to borrow money and give security |
26 | |||
113 Pensions |
27 | |||
114 Provision for employees |
27 |
Proceedings of the Directors |
||||
115 Meetings of Directors |
27 | |||
116 Notice of meetings |
27 | |||
117 Quorum |
27 | |||
118 Effect of vacancies in number of Directors |
27 | |||
119 Power to appoint chairman |
27 | |||
120 Competence of meetings |
28 | |||
121 Voting |
28 | |||
122 Delegation to committees |
28 | |||
123 Delegation to Chief Executive Officer |
28 | |||
124 Participation in meetings by telephone |
28 | |||
125 Resolution in writing |
28 | |||
126 Validity of acts of Directors or committee |
28 | |||
127 Minutes to be made |
28 | |||
Seals |
||||
128 Use of seals |
28 | |||
Dividends and Other Payments |
||||
129 Application of profits |
29 | |||
130 Declaration of dividends |
29 | |||
131 Interim dividends |
29 | |||
132 Dividends to be paid according to amounts paid up on shares |
29 | |||
133 Debts may be deducted |
29 | |||
134 Dividend not to bear interest against the Company |
29 | |||
135 Payment procedures |
29 | |||
136 Unclaimed dividends |
30 | |||
137 Dividends in specie |
30 | |||
Capitalisation of Profits |
||||
138 Power to capitalise profits |
30 | |||
139 Scrip Dividends |
30 | |||
140 Settlement of difficulties in distribution on capitalisation
of
|
31 | |||
Record Dates and Accounting Records |
||||
141 Record dates |
31 | |||
142 Inspection of records |
31 | |||
Service of Notices and Other Documents |
||||
143 Service of notices |
31 | |||
144 Members resident abroad |
31 | |||
145 When notice deemed served |
31 | |||
146 Service of notice to person entitled by transmission |
32 | |||
147 Notice when post not available and notice given
by
|
32 | |||
Destruction of Documents |
||||
148 Consequences of destruction of documents |
32 | |||
Winding-Up |
||||
149 Order of priority in winding-up |
32 | |||
Indemnity |
||||
150 Indemnification of Directors |
33 | |||
Cross-Border Merger |
||||
151 Overseas Shareholder |
33 | |||
152 Mandatory Transfer |
33 |
Unilever Articles of Association |
3 |
Contents
Table of Contents of Articles of Association and Special and other Resolutions continued
Capital Alterations
12th October, 1937 | 35 | |
Special Resolution for Reduction of Capital to £117,000,000;
|
||
15th November, 1937 |
36 | |
Order of the High Court sanctioning the Scheme of
|
||
15th November, 1937 |
37 | |
Minute approved by the Court on reduction of capital |
||
30th November, 1937 |
38 | |
Certificate of registration of the above mentioned Order of
|
||
27th February, 1952 |
39 | |
Special Resolution to change name of Company to Unilever Limited |
||
20th September, 1966 | 39 | |
Special Resolutions for Reduction of Capital by the
|
||
24th October, 1966 | 40 | |
Order of the High Court sanctioning (with modifications)
|
5th December, 1966 | 48 | |
Certificate of registration on 2nd December, 1966 of the
|
||
12th December, 1983 | 49 | |
Special Resolution for the Reduction of Capital by the
|
||
24th January, 1984 | 50 | |
Order of the High Court confirming the reduction of
|
||
14th February, 1984 | 52 | |
Certificate of registration on 27th January, 1984 of the
|
||
23rd January, 1989 | 53 | |
Special Resolution for the Reduction of Capital by the
|
||
23rd January, 1989 | 53 | |
Extraordinary Resolution at Class Meeting of the holders
|
||
23rd January, 1989 | 54 | |
Extraordinary Resolutions at Class Meetings of the
|
||
23rd January, 1989 | 55 | |
Extraordinary Resolutions at Class Meeting of the
|
||
27th February, 1989 | 56 | |
Order of the High Court confirming the Reduction of
|
||
13th March, 1989 | 58 | |
Certificate of registration on 2nd March, 1989 of the
|
4 | Unilever Articles of Association |
Contents
Table of Contents of Articles of Association and Special and other Resolutions continued
Special and other Resolutions
18th June, 1931 |
59 | |||
Resolution for Conversion of Shares into Stock |
||||
12th July, 1951 |
59 | |||
Resolution of Ordinary Stockholders sanctioning modification of the terms of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever N.V. and the Company referred to in Article 3 of the Companys Articles of Association |
||||
27th October, 1961 |
60 | |||
Resolution re-converting the issued Ordinary Stock into Ordinary Shares of 5s. 0d. each and sub-dividing the unissued Ordinary Shares of £1 each into Ordinary Shares of 5s. 0d. each Special Resolution relating to resolutions for conversion of Shares into Stock ceasing to apply to the Ordinary Share capital |
||||
17th May, 1978 |
60 | |||
Resolution re-converting 20 per cent. Third Cumulative Preferred Ordinary Stock into Shares |
||||
9th April, 1981 |
61 | |||
Resolution of the Directors to re-register as a public company and to amend the Memorandum of Association |
||||
18th May, 1983 |
61 | |||
Special Resolution adopting new Clause 3 of the Memorandum of Association |
||||
20th May, 1987 |
62 | |||
Resolution sub-dividing the Ordinary Shares of 25p each into Ordinary Shares of 5p each
|
||||
Special Resolution adopting new Articles of Association |
||||
3rd May, 1989 |
62 | |||
Special Resolution amending the Articles of Association on repayment of Preference Stocks and Preferred Ordinary Shares
|
||||
Special Resolution amending Article 145(a) of the Articles of Association |
63 | |||
Special Resolution adopting new Article 117 of the Articles of Association |
63 | |||
4th May, 1994 |
65 | |||
Special Resolution amending Article 110 and adopting new Article 158 of the Articles of Association
|
||||
Special Resolution adopting new Article 127 of the Articles of Association |
65 | |||
3rd May, 1995 |
66 | |||
Special Resolution adopting new Articles 14, 128 and 141 of the Articles of Association |
Special Resolution adopting new Articles 57 and 134 of the Articles of Association |
66 | |||
Special Resolution adopting new Articles 75 and 76 of the Articles of Association |
67 | |||
6th May, 1997 |
68 | |||
Special Resolution amending Articles 2, 35, 38, 39, 56, 57, 141, 145, 147, 150, 152 and 153 and adopting new Articles 12.1, 12.2, 34, 37, 42 and 70 of the Articles of Association |
||||
22nd September, 1997 |
71 | |||
Special Resolution adopting new Article 9 and amending Article 83 |
||||
4th May, |
72 | |||
Special Resolution adopting new Article 9 and amending Article 83 |
||||
9th May, 2001 |
73 | |||
Special Resolution amending Articles 2, 69, 72, 85, 92, 93, 104, 105, 121, 126, 129, 150, 151 and 152 and adopting new Articles 89, 90, 91 and 95 |
||||
12th May, 2004 |
75 | |||
Special Resolution amending Articles 2, 77, 118 and 134, adopting new Articles 74, 97, 101, 103, 108, 109 and 130, and deleting Articles 107, 127, 132 and 133 |
||||
Special Resolution amending Articles 3, 11, 44, 56, 72, 77 75, 110, 144, 145, 156 and 158 |
77 | |||
11th May, 2005 |
78 | |||
Special Resolution amending Articles 107 and 108 and substituting Articles 130 and 159 |
||||
9th May, 2006 |
79 | |||
Special resolution substituting Articles 9, 11(C), 99, 101, 102 and 103 and amending Article 109 |
||||
16th May, 2007 |
81 | |||
Special resolutions amending Articles 2, 9, 83, 90(C), 109, 151 and 154 and substituting Article 155(A) |
||||
14th May, 2008 |
82 | |||
Special resolution adopting new Articles of Association of the Company |
||||
12th May, 2010 |
82 | |||
Special resolution adopting new Articles of Association of the Company |
||||
11th May, 2011 |
83 | |||
Special resolution amending Article 111 |
||||
9th May, 2012 |
84 | |||
Special resolution adopting new Article 69 |
||||
Special resolution amending Articles 65, 67(A), 70, 88, 90 |
Unilever Articles of Association | 5 |
Certificates
Certificate of Incorporation of Lever Brothers, Limited
No. 41424 C N.L. 40439
I hereby Certify
that LEVER BROTHERS, LIMITED is this day Incorporated
under the Companies Acts, 1862 to 1890, and that the
Company is Limited.
Given under my hand at London this Twenty-first day of June,
One thousand eight hundred and ninety-four. Fees and
Deed Stamps: £51 5s. 0d. Stamp Duty on Capital: £1,500.
J. S. PURCELL,
Registrar of Joint Stock Companies.
6 | Unilever Articles of Association |
Certificates
Certificate of change of name to Lever Brothers & Unilever Limited
No. 41424
I hereby Certify
that LEVER BROTHERS, LIMITED having, with the
sanction of a Special Resolution of the said Company
and with the approval of the BOARD OF TRADE,
changed its name, is now called LEVER BROTHERS
& UNILEVER LIMITED, and I have entered such new
name on the Register accordingly.
Given under my hand at London, this Thirty-first day of
December, One thousand nine hundred and thirty-seven.
P. MARTIN,
Registrar of Companies.
Unilever Articles of Association | 7 |
Certificates
Certificate of change of name to Unilever limited
No. 41424
pursuant to Section 18(3) of the Companies Act 1948
I hereby Certify
that LEVER BROTHERS & UNILEVER LIMITED having, with the
sanction of a Special Resolution of the said Company and
with the approval of the BOARD OF TRADE, changed its
name, is now called UNILEVER LIMITED, and I have entered
such new name on the Register accordingly.
Given under my hand at London, this First day of March,
One thousand nine hundred and fifty-two.
J. D. TODD,
Registrar of Companies.
8 | Unilever Articles of Association |
Certificates
Certificate of Incorporation on as a public company
No. 41424
I hereby Certify
that UNILEVER PLC has this day been re-registered under the Companies Acts 1948 to 1980 as a public company, and that the company is limited.
Dated at Cardiff the 1st June, 1981.
D. B. NOTTAGE,
Registrar of Companies.
Unilever Articles of Association | 9 |
Articles
Articles of Association
Interpretation
Exclusion of Model Articles
1 |
No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company. |
Definitions
2 |
In these articles unless the context otherwise requires: address, includes a number or address used for sending or receiving documents or information by electronic means; |
these articles means these articles of association as altered from time to time by special resolution and the expression this article shall be construed accordingly; the auditors means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;
the Bank of England base rate means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998;
certificated share means a share which is not an uncertificated share;
clear days in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
the Companies Acts means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company;
Company means Unilever PLC; the Directors means the Board of Directors of the Company for the time being; the holder in relation to any shares means the member whose name is entered in the register as the holder of those shares;
the office means the registered office for the time being of the Company;
paid up means paid up or credited as paid up; participating class means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
person entitled by transmission means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
the register means the register of members of the Company;
seal means any common or official seal that the Company may be permitted to have under the Companies Acts;
the Secretary means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary;
shares includes stock;
uncertificated share means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form;
the uncertificated securities rules means provisions of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;
United Kingdom means Great Britain and Northern Ireland;
references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts;
references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;
references to writing include references to any method of representing or reproducing words in a legible and nontransitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly;
words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are adopted bear the same meaning in these articles or that part (as the case may be) save that the word company shall include any body corporate; references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect construction.
Agreement for distribution of profits and assets
Agreement with Unilever N.V.
3 |
Intentionally deleted. |
Limited liability
Limited liability
4 |
The liability of members of the Company is limited to the amount, if any, unpaid on the |
shares in the Company held by them.
Share capital
Rights attached to shares
5 |
Subject to the provisions of the Companies Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles. |
Redemption of shares
6 |
Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder. The Directors may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles. |
10 | Unilever Articles of Association |
Articles
Trusts not recognised
7 |
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share other than an absolute right to the whole of the share in the holder. |
Allotment of shares
8 |
Subject to the provisions of the Companies Acts these articles and to any resolution passed by the Company and without prejudice to any rights attaching to existing shares, the Directors may offer, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration and upon such terms as the Directors may decide. |
Payment of commission
9 |
The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other. |
Repayment of capital in a winding-up
10 |
Intentionally deleted. |
Modification of rights
11 |
(A) So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class (excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, that every holder of shares of the class present in person or by proxy may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum. |
(B) Intentionally deleted.
(C) Intentionally deleted.
(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.
Evidence of title to shares
Uncertificated shares
12 |
(A) Pursuant and subject to the uncertificated securities rules, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. |
(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a relevant system; and
(iii) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.
(D) If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:
(i) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;
(ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and
(iii) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.
Unilever Articles of Association | 11 |
Articles
Articles of Association of Unilever Plc continued
(E) Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.
(F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
(G) The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
Certificated shares
13 |
Subject to the provisions of the uncertificated securities rules, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge. |
Replacement of certificates
14 |
If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company. |
Execution of share certificates
15 |
Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person. |
Lien
Companys lien on shares not fully paid
16 |
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in respect of that share. The Companys lien on a share shall extend to all distributions and other amounts payable in respect of it. The Directors may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. |
Enforcing lien by sale
17 |
The Company may sell, in such manner as the Directors may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 7 clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the Directors may authorise some person to transfer the shares sold to or in accordance with the directions of the purchaser. |
Validity of sales
18 |
The transferee shall be registered as the holder of the shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. After his name has been registered the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. |
Application of proceeds of sale
19 |
The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale. |
12 | Unilever Articles of Association |
Articles
Calls on Shares
Calls
20 |
The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon him at least fourteen clear days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may decide. A person upon whom a call is made shall remain liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made. |
Payment on calls
21 |
A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |
Liability of joint holders
22 |
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. |
Interest due on non-payment
23 |
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide, and all expenses that have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part. |
Sums due on allotment to be treated as calls
24 |
Any sum which becomes payable on allotment or on any other date fixed by or in accordance with the terms of issue, whether on account of the nominal amount of the share or by way of premium, shall be deemed to be a call made, notified and payable on the date on which, by the terms of issue, it becomes payable and, in case of nonpayment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call properly made and notified. |
Power to differentiate
25 |
The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. |
Payment of calls in advance
26 |
The Directors may, if they think fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, (not exceeding the Bank of England base rate by more than five percentage points unless the Company by ordinary resolution shall otherwise direct) as the Directors may decide. |
Forfeiture of shares
Notice may be given if call or instalment not paid
27 |
If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, and all expenses that may have been incurred by the Company by reason of such non-payment. |
Form of notice
28 |
The notice shall name a further day (not being less than fourteen clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender. |
Forfeiture of shares if non-compliance with notice
29 |
If the requirements of the notice are not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest due in respect of it has been made, be forfeited by a resolution of the Directors to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. |
Notice after forfeiture
30 |
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give the notice. |
Sale of forfeited shares
31 |
Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the Directors shall decide, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled by the Directors on such terms as the Directors may decide. |
Arrears to be paid notwithstanding forfeiture
32 |
A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by him to the Company in respect of those shares with interest thereon at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal. |
Unilever Articles of Association | 13 |
Articles
Articles of Association of Unilever Plc continued
Effect of forfeiture
33 |
The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incident to the share, except only such of those rights as by these articles are expressly saved. Statutory declaration as to forfeiture |
34 |
A statutory declaration that the declarant is a Director of the Company or the Secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on its sale, re-allotment or disposition and the Directors may authorize some person to transfer the share to the person to whom it is sold, re-allotted or disposed of and, if the share is in registered form, he shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal. |
Transfer of Shares
Transfer
35 |
Subject to such of the restrictions of these articles as may be applicable: |
(A) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
(B) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.
Execution of transfer
36 |
The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company. The transfer books may be closed during such time as the Directors think fit, not exceeding in the whole thirty days in each year. |
Right to decline to register transfer of partly paid shares
37 |
The Directors can decline to register any transfer of any share which is not a fully paid share. |
Further rights to decline to register transfer
38 |
(A) Registration of a transfer of an uncertificated share can be declined in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. |
(B) The Directors may decline to register any transfer of a certificated share unless:
(i) the instrument of transfer is duly stamped or duly
certified or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other place as the Directors may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on his behalf, the authority of that person so to do;
(ii) the instrument of transfer is in respect of only one class of share; and
(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
(C) For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
Notice of refusal
39 |
If the Directors decline to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal. No fee payable on registration |
40 |
No fee shall be charged by the Company for registering any transfer or document relating to or affecting the title to any share or for making any other entry in the register. |
Transmission of Shares
Transmission of registered shares on death
41 |
If a member dies, the survivor or survivors, where he was a joint holder, and his personal representatives, where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly with other persons. |
Entry of transmission in register
42 |
Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Directors, the Directors shall cause the entitlement of that person to be noted in the register. |
Election of person entitled by transmission
43 |
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member. |
14 | Unilever Articles of Association |
Articles
Rights of person entitled by transmission
44 |
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as he would have had if he were the holder of it, provided that, in order to vote at any general meeting in respect thereof, he shall have satisfied the Directors of his entitlement 48 hours at least before the time of holding the meeting at which he proposes to vote, or the Directors have previously admitted his right to vote in respect thereof. The Directors may at any time give notice requiring the person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with or, where the share is fully paid up, may deem the person to have elected to be registered as a member in respect thereof and he may be registered accordingly. |
Conversion of Shares into Stock
Conversion of shares into stock
45 |
The Company in general meeting may convert any paid-up shares (excluding any shares held as treasury shares) into stock and may reconvert any stock into paid-up shares of any denomination. When any shares have been converted into stock the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest in the same manner and subject to the same regulations and restrictions as and subject to which shares in the Companys capital may then be transferred or as near thereto as circumstances will admit. But the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a pound shall not be dealt with, with power, nevertheless, at their discretion to waive such rules in any particular case. |
Rights of stockholders
46 |
The stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in profits and voting at meetings of the Company, and for other purposes as would have been conferred by shares of equal amount in the capital of the Company, of the same class as the shares from which such stock was converted, but so that none of such privileges or advantages except the participation in profits of the Company or in the assets of the Company on a winding-up shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall prejudice or affect any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as |
to shares. The stock resulting from the conversion of any class of shares into stock shall be described in the same manner as such class with the substitution of the word stock for shares.
Share Warrants to Bearer
Issue of share warrants
47 |
The Company is hereby authorised to issue share warrants under the powers given by the Companies Acts, and the Directors may accordingly, with respect to any shares which are fully paid-up (in any case in which they shall in their discretion think fit so to do), upon an application in writing signed by the person registered as the holder of such shares and authenticated by such statutory declaration or other evidence (if any) as the Directors may from time to time require as to the identity of the person signing the request, and upon receiving the certificate (if any) of such shares, and the amount of the stamp duty on such warrant, or if the Company shall previously have compounded for such stamp duty, then such sum (if any) as the Directors may determine in respect of the amount payable for such composition, and such fee as the Directors may from time to time require, issue under a seal at the expense in all respects of the person applying for the same a warrant duly stamped stating that the bearer of the warrant is entitled to the shares therein specified, and may, in any case in which a warrant is so issued, provide by coupons or otherwise for the payment of the future dividends or other moneys on the shares included in such warrant. |
Bearer of warrants deemed a member of the Company
48 |
Subject to the provisions of these articles and of the Companies Acts, the bearer of a warrant shall be deemed to be a member of the Company and shall be entitled to the same privileges and advantages as he would have had if his name had been included in the register as the holder of the shares specified in such warrant. |
Restrictions on attending and voting at meetings
49 |
No person shall as bearer of a warrant, be entitled (a) to sign a requisition for calling a meeting or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by himself or his proxy, or exercise any privilege as a member at a meeting, unless he shall, in case (a) before or at the time of lodging such requisition or giving such notice of intention as aforesaid, or in case (b) three days at least before the day fixed for the meeting, have deposited at the office or at such other place as may be specified in the notice the warrant in respect of which he claims to act, attend or vote as aforesaid, and unless the warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held. |
One name only to be received as holder of share warrant
50 |
Not more than one name shall be received as that of the holder of a warrant. Issue of deposit certificate in respect of share warrants |
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Articles of Association of Unilever Plc continued
Issue of deposit certificate in respect of share warrants
51 |
To any person so depositing a warrant there shall be delivered a certificate stating his name and address, and describing the shares included in the warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle him, or his proxy duly appointed, as hereinafter provided, to attend and vote at any general meeting held within three months from the date of the certificate in the same way as if he were the registered holder of the shares specified in the certificate. |
Surrender of deposit certificate
52 |
Upon delivery up of the certificate to the Company, the bearer of the certificate shall be entitled to receive the warrant in respect of which the certificate was given. |
Restriction on exercise of rights of membership
53 |
The holder of a warrant shall not, save as aforesaid, be entitled to exercise any right as a member, unless (if called upon by any Director or the Secretary so to do) he produces his warrant and states his name and address. |
Issue of new share warrants
54 |
The Directors may from time to time make regulations as to the terms upon which, if they in their discretion think fit, a new warrant or coupon may be issued in any case in which a warrant or coupon may have been worn out, defaced or destroyed, but no new warrant may be issued to replace one that has been destroyed unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed. |
Transfer of share warrants
55 |
The shares included in any warrant shall be transferred by the delivery of the warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply. |
Issue of shares on surrender of share warrants
56 |
Upon the surrender of his warrant together with the outstanding dividend coupons, if any, in respect thereof to the Company for cancellation, the bearer of a warrant shall be entitled to have his name entered as a member in the register in respect of the shares included in the warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its register upon the surrender of a warrant the name of any person not the true and lawful owner of the warrant surrendered. |
Untraced Shareholders
Sale of shares of untraced shareholders
57 |
The Company may sell any shares in the Company on behalf of the holder of, or person entitled by transmission to, the shares by instructing a member of the London Stock Exchange plc to sell them in accordance with the best practice then obtaining if: |
(A) the shares are in certificated form,
(B) the shares have been in issue either in certificated or uncertificated form throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period,
(C) no cash dividend payable on the shares has either been claimed by presentation to the paying bank of
the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares or by the transfer of funds by means of a relevant system at any time during the relevant period,
(D) so far as any Director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the shares, and
(E) the Company has caused two advertisements to be published, one in a daily newspaper with a national circulation in the United Kingdom and the other in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the shares shown in the register, giving notice of its intention to sell the shares and a period of three months has elapsed from the date of publication of the advertisements or of the last of the two advertisements to be published if they are published on different dates.
For the purpose of this article:
the qualifying period means the period of twelve years immediately preceding the date of publication of the advertisements referred to in sub-paragraph (E) above or of the first of the two advertisements to be published if they are published on different dates; and
the relevant period means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (A) to (E) above have been satisfied.
If, after the publication of either or both of the advertisements referred to in sub-paragraph (E) above but before the Company has become entitled to sell the shares pursuant to this paragraph of this article, the requirements of sub-paragraph (C) or (D)above cease to be satisfied, the Company may nevertheless sell those shares after the requirements of subparagraphs (A) to (E) above have been satisfied afresh in relation to them.
If during any relevant period further shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub-paragraphs (A) and (C) to (E) above have been satisfied in regard to the further shares, the Company may also sell the further shares.
To give effect to any sale of shares pursuant to this paragraph of this article the Directors may authorise some person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company and, upon their receipt, the Company shall become indebted to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds unless and until forfeited under this article. No trust shall be created in respect of the debt and no interest shall be payable in respect of it and the Company shall not be required to account for any moneys earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. If no valid claim for the money has been received by the Company during a period of six years from the date on which the relevant shares were sold by the Company under this article, the money will be forfeited and will belong to the Company.
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Cessation of sending dividend payments
58 |
The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment, including by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address or account of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing. |
Alteration of Capital
Sub-division
59 |
Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others. |
Fractions
60 |
Whenever as a result of a consolidation, any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares representing the fractions to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members and the Directors may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. |
General Meetings
Insufficient Directors within the United Kingdom
61 |
If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. |
Notice of General Meetings
Omission or non-receipt of notice
62 |
(A) The accidental omission to give any notice of a meeting or the accidental omission to send any |
document relating to any meeting, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice or document or other information, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting; and (B) a member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.
PROCEEDINGS AT GENERAL MEETINGS
Quorum
63 |
No business shall be transacted at any general meeting (except the declaration and sanction of a dividend) unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, seven members present in person or by proxy and entitled to vote shall be quorum for all purposes. |
Dissolution and adjournment of meeting if quorum not present
64 |
If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved and in any other case it shall stand adjourned to such other day (not being less than ten clear days later) and at such other time or place as the chairman of the meeting may decide and at such adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum and the notice of the adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum. |
Chairman of general meeting
65 |
The chairman (if any) of the Directors or, in his absence, a vice chairman (if any) shall preside as chairman at every general meeting. If (i) there is no chairman or vice chairman; or (ii) at any meeting neither the chairman nor any vice chairman is present within five minutes after the time appointed for the commencement of the meeting; or (iii) neither the chairman nor any vice chairman is willing to act as chairman; or (iv) during the course of a meeting, the chairman of the meeting has ceased to be present at the meeting in accordance with Article 69(D)(b), the chairman of the meeting shall be chosen as follows: (a) the Directors present at any location at which the meeting is being held under Article 69(A) shall choose one of their number to act; or (b) if one Director only is present he shall preside as chairman if willing to act; or (c) in case of the situations described in subparagraphs (i) to (iii) inclusive of this article, if no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman; or (d) in case of the situation described in subparagraph (iv) of this article only, if no Director is present, or if each of the Directors present declines to take the chair the person nominated by the Directors to act as chairman of the meeting in such circumstances shall preside as the chairman, or if no such person has been nominated, the persons present at the meeting and entitled to vote at the general meeting shall appoint one of their number as chairman. |
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Articles of Association of Unilever Plc continued
Entitlement to attend and speak
66 |
Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. |
Adjournments and notice of adjournment
67 |
(A) In addition to the chairmans power to adjourn a meeting conferred by Article 69, the chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members entitled to vote wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. (B) When a meeting is adjourned for three months or more, or sine die, or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. |
Amendments to resolutions
68 |
In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the Company at the office or the chairman of the meeting in his absolute discretion decides that it may be considered or voted upon. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote. |
Arrangements for participation in general meetings
69 |
(A) The Directors shall determine the location or locations (which may be in the United Kingdom or elsewhere) at which any general meeting of the Company shall take place. Where the meeting is to take place at more than one location, the Directors shall determine for each location whether (i) all Directors (if any), members and proxies present at that location shall be treated as being present at the meeting (a Member Venue) or (ii) only Directors qua Directors and not members or proxies present at that location shall be treated as being present at the meeting (a Director-only Venue). There must be at least one Member Venue in the United Kingdom. Where members and proxies are treated as being present at a meeting in accordance with this article, they shall be counted in the quorum for and entitled to speak and vote at that meeting. The meeting may be chaired from any of the meeting venues. |
(B) Where the Directors determine that any general meeting is to take place at more than one location, adequate facilities shall be made available (including by use of any means of communication) to ensure that persons at each location who are to be treated as being present at the meeting in accordance with Article 69(A) have a reasonable opportunity to see and hear any other person who is entitled to address the meeting from any other location, and, if addressing the meeting, have a reasonable opportunity to be seen and heard by any other person who is treated as being present at the meeting at any other location.
(C) Where, upon commencement of or during any general meeting, any Member Venue does not, or ceases to, satisfy the requirements of Article 69(B) in respect of any other Member Venue, the chairman of the meeting (wherever located) shall adjourn the meeting and such adjournment shall be communicated to each relevant location as soon as possible. The chairman may take such action as he deems necessary to attempt to continue the business of the meeting, including temporarily adjourning the meeting for such length of time as he deems necessary to resolve any communication issues or to relocate persons attending any Member Venue that ceases to satisfy the requirements of Article 69(B) to another venue or venues at which such requirements may be satisfied. In the event of an adjournment, any business conducted at the general meeting prior to such adjournment shall not be treated as invalid by reason of the circumstances leading to the adjournment.
(D) Where, upon commencement of or during any general meeting, all Member Venues are able to satisfy the requirements of Article 69(B) in respect of all other Member Venues, but one or more Director-only Venues is not able to satisfy the requirements of Article 69(B) with respect to any other location:
(a) the general meeting shall not be adjourned;
(b) all persons present at any relevant Director-only Venues shall not be treated as being present at the meeting;
(c) the identity of the chairman of the meeting shall be determined in accordance with Article 65 on the basis of those persons present at the meeting (and if during the course of a meeting, the chairman of the meeting has ceased to be present at the meeting in accordance with Article 69(D)(b), a new person shall preside as chairman, the identity of whom shall be decided in accordance with Article 65); and
18 | Unilever Articles of Association |
Articles
(d) the business concluded at the general meeting shall not be treated as invalid by reason of the failure of one or more Director-only Venues being unable to satisfy the requirements of Article 69(B).
(E) The Directors may permit persons who are not otherwise entitled to attend general meetings to (i) be present at one or more of the locations at which they determine that the general meeting shall take place in accordance with Article 69(A) or (ii) have a reasonable opportunity to be able to view and hear the proceedings of the general meeting and to address the meeting from any other venue by use of any means of communication. Those persons shall not be treated as being present at or to be able to vote at the meeting but shall be entitled to address the meeting unless the chairman of the meeting determines, in connection with the keeping of good order at the meeting or otherwise, that (either in respect of a particular person or generally) (a) the right to address the meeting is withdrawn, (b) the permission to attend the meeting is withdrawn or (c) where the participation by such persons in the meeting is not in person but by any other means of communication, that such other means of communication may be withdrawn. The business concluded at the general meeting shall not be treated as invalid by reason of the failure of such persons to view or hear all or any part of the proceedings of the meeting or by any determination of the chairman of the meeting in accordance with parts (a), (b) or (c) of this article above.
(F) The Directors may from time to time make arrangements for controlling or regulating the level of attendance at any venue for which arrangements have been made pursuant to Article 69(A) (including, without limitation, the issue of tickets or the imposition of some other means of selection, or limiting attendance by shareholders to certain meeting venues only) that they, in their absolute discretion, think appropriate, and can change those arrangements at any time. If, pursuant to those arrangements, a person entitled to attend a general meeting is not entitled to attend in person or (in the case of a member) by proxy at a particular Member Venue, he shall be entitled to attend in person or (in the case of a member) by proxy at another Member Venue (whether or not previously advertised) for which arrangements have been made pursuant to Article 69(A). The entitlement of any such person to be present at such venue in person or (in the case of a member) by proxy shall be subject to any such arrangement then in force. The notice of meeting does not have to give details of any arrangements under this Article. The Company will so far as practicable notify members of details of these arrangements prior to the relevant general meeting, including by way of a public announcement. The failure to notify members in accordance with this Article shall not invalidate the business conducted at the general meeting.
(G) The provisions of this Article 69 shall apply to any adjourned general meeting, mutatis mutandis.
Security arrangements at general meetings
70 |
The Directors may direct that persons wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to (or to authorise some one or more persons to) refuse entry to, or to eject from, such general meeting any person who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions. Voting |
Method of voting
71 |
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is properly demanded. Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. Subject to the Companies Acts, a poll may be demanded by: |
(A) the chairman of the meeting, or
(B) at least three members present in person or by proxy and entitled to vote, or
(C) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or
(D) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right.
Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
Effect of properly demanded poll
72 |
If a poll is demanded it shall be taken in such manner as the chairman shall direct and he may appoint scrutineers who need not be members. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
When poll to be taken
73 |
A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than thirty days after the date of the demand) and at such time and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll. |
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Articles of Association of Unilever Plc continued
Continuance of business after demand for poll
74 |
The demand for a poll (other than on the election of a Chairman of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chairman at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made. |
Voting rights
75 |
On a show of hands, members shall be entitled to vote at a general meeting in accordance with the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion. On a poll every member who is present in person or by proxy shall have one vote for every 31⁄9 pence nominal of capital held by him of whatever class. |
Voting rights of joint holders
76 |
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. |
Exercise of voting rights for incapable member
77 |
A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote at any general meeting of the Company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on his behalf (and that person may vote by proxy) provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote or such other right shall be received by the Company not later than the last time at which appointments of proxies should have been received in order to be valid for use at that meeting or on the holding of that poll. |
No right to vote where sums still payable
78 |
No member shall, unless the Directors otherwise decide, be entitled to vote (either personally or by proxy) at any general meeting of the Company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. |
Suspension of rights where non-disclosure of interest
79 |
(A) Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the Company may give the holder of those shares a further notice (a restriction notice) to the effect that from the service of the restriction notice those shares will be subject to some or all of the |
relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (iii) of the definition of relevant restrictions, the Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.
(B) If after the service of a restriction notice in respect of any shares the Directors are satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The Company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arms length sale.
(C) Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as he may direct.
(D) Any new shares in the Company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the Directors may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.
(E) Any holder of shares on whom a restriction notice has been served may at any time request the Company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that information accordingly.
(F) If a statutory notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.
(G) This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.
(H) In this article: a sale is an arms length sale if the Directors are satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall
20 | Unilever Articles of Association |
Articles
include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
person appearing to be interested in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested;
person with a 0.25 per cent interest means a person who holds, or is shown in any register or record kept by the Company under the Companies Acts as having an interest in, shares in the Company which comprise in total at least 0.25 per cent in number or nominal value of the shares of the Company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;
relevant period means a period of 14 days following service of a statutory notice;
relevant restrictions mean in the case of a restriction notice served on a person with a 0.25 per cent interest that:
(i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to general meetings;
(ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend;
(iii) the Directors may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arms length sale and in any other case mean only the restriction specified in sub-paragraph (i) of this definition; and
statutory notice means a notice served by the Company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
Objections
80 |
If: |
(A) any objection shall be raised to the qualification of any voter, or
(B) any votes have been counted which ought not to have been counted or which might have been rejected, or
(C) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at
the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be conclusive.
Proxies
Appointment of proxies
81 |
An appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. |
Receipt of proxies
82 |
(A) The appointment of a proxy must: |
(i) in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the Company for the receipt of appointments of proxy in hard copy form) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
(ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of notices) not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
(iii) in the case of a poll taken more than forty-eight hours after it was demanded, be received as aforesaid not less than twenty-four hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll;
(iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than forty-eight hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or such later time as the board may determine),
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and an appointment of a proxy in a manner which is not or in respect of which the authority or copy thereof is not, permitted by these articles shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of proxy in respect of that meeting is sent in electronic form as provided in these articles but, because of a technical problem, it cannot be read by the recipient.
(B) The Directors may at their discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.
Maximum validity of proxy
83 |
No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. |
Form of proxy
84 |
The appointment of a proxy shall be in any usual form or in such other form as the Directors may approve and the Directors may, if they think fit, but subject to the provisions of the Companies Acts, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates. |
Determination of authority
85 |
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination (whether by death, revocation or otherwise) of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the Company at the office (or such other place or address as was specified by the Company for the receipt of appointments of proxy in the notice) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. |
Appointment, Retirement and Removal of Directors
Number of Directors
86 |
Unless otherwise determined by ordinary resolution of the Company, the Directors shall be not less than six nor more than thirty in number. |
Shareholding qualification
87 |
There shall be no requirement for any Director to hold shares in the capital of the Company. |
Power for Directors to fill casual vacancies or appoint additional Directors
88 |
Subject to the provisions of Article 121 the Directors shall have power from time to time and at any time to appoint any other person to be a Director either to fill a casual vacancy or as an addition to the Board of Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the provisions of these articles. |
Retirement of Directors
89 |
At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company. |
Meeting to fill up vacancies
90 |
The Company at any annual general meeting at which Directors retire may fill up the vacated office by electing a like number of eligible persons to be Directors. The Company may also in general meeting subject as last mentioned elect any eligible person to be a Director either to fill a casual vacancy or as an addition to the existing Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these articles. |
Persons eligible as Directors
91 |
No person shall be eligible to be elected as a Director unless: |
(A) he is recommended by the Board; or
(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts and the person to be nominated has confirmed in writing that he accepts the nomination.
Provisions if no eligible persons available
92 |
If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with Article 91 or if the number of persons so eligible is less than the minimum number for the time being in force under Article 86 then the retiring Directors (other than those eligible for re-election under Article 91) or so many of them as shall be willing to offer themselves for re-election shall be deemed to be eligible for election under Article 91 as Directors or Director for the succeeding year. |
Provisions if insufficient eligible persons elected
93 |
(A) If at the annual general meeting in any year any resolution or resolutions for the election or re-election of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost such that the number of Directors reelected or elected is fewer than the minimum number of Directors for the time being in force under Article 86, then all such eligible persons who are |
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Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may only act for the purpose of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.
(B) |
Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in Article 93(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in Article 93(A) occur in relation to any meeting convened pursuant to this Article 93(B), then the provisions of this Article 93 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings. |
Power to remove Director by special resolution
94 |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution remove any Director before the expiration of his period of office. |
Disqualification of Directors
95 |
Without prejudice to the provisions for retirement otherwise contained in these articles, the office of a Director shall be vacated if: |
(A) he resigns his office by notice in writing delivered to or received at the office or tendered at a meeting of the Directors, or
(B) he is or has been suffering from mental or physical ill health and the Directors resolve that his office is vacated, or
(C) he is absent without the permission of the Directors from meetings of the Directors (whether or not an Alternate Director appointed by him attends) for six consecutive months and the Directors resolve that his office is vacated, or
(D) he becomes bankrupt or compounds with his creditors generally, or
(E) he is prohibited by law from being a Director, or
(F) he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these articles.
In this article references to in writing include the use of communications by electronic means.
Alternate Directors
96 |
(A) Each Director shall have the power to appoint any other Director to be his alternate and may at his discretion remove an Alternate Director so appointed from appointment as his alternate. Any appointment or removal of an Alternate Director shall be effected by notice in writing signed by the appointor and delivered to or received at the office or tendered at a meeting of the Directors, or in any other manner approved by the Directors. If his appointor so requests, an Alternate Director shall be entitled to receive notice of all meetings of committees of the Directors of which his appointor is a member. He shall also be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director. |
(B) Every person acting as an Alternate Director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to the
provisions of these articles relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company as a Director but shall not be entitled to receive from the Company any fee in his capacity as an Alternate Director.
(C) Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate, in addition to his own vote as a Director. Signature by an Alternate Director of any resolution in writing of the Directors or a committee of the Directors shall, unless the notice of his appointment provides to the contrary, be as effective as signature by his appointor.
(D) An Alternate Director shall ipso facto cease to be an Alternate Director if his appointor ceases for any reason to be a Director except that, if at any meeting any Director retires but is reappointed or deemed to be reappointed at the same meeting, any appointment made by him pursuant to this article which was in force immediately before his retirement shall remain in force as though he had not retired.
In this article references to in writing include the use of communications by electronic means.
Executive Directors
97 |
The Directors may from time to time appoint one or more of its body to hold executive office with the Company (including that of a Chief Executive Officer) for such period (subject to the provisions of the Companies Acts) and upon such other terms as the Directors may decide and may revoke or terminate any appointment so made. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director of the Company. |
A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide, and either in addition to or in lieu of his remuneration as a Director.
Non-Executive Directors
98 |
Those Directors who do not hold executive office with the Company pursuant to Article 97 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising where appropriate that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management. |
Remuneration and expenses of Directors
Directors remuneration
99 |
Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £2,000,000 per annum (or its equivalent in any other currency based upon such foreign currency exchange rates as the Directors shall determine) or such higher amount as may from time to time be decided by ordinary resolution of the Company. |
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Extra remuneration
100 |
Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine in addition to any remuneration provided for by or pursuant to any other article. |
Expenses
101 |
Each Director may be paid his reasonable travelling, hotel and incidental expenses of Directors or committees of the Directors or general meetings of the Company or any other meeting which as a Director he is entitled to attend and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Companys business or in the discharge of his duties as a Director. |
Directors Interests
Conflicts of interest requiring board authorisation
102 |
(A) The Directors may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a Director breaching his duty under the Companies Acts to avoid conflicts of interest (Conflict). |
(B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The Director shall provide the Directors with such details of the relevant matter as are necessary for the Directors to decide how to address the Conflict together with such additional information as may be requested by the Directors.
(C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the Directors shall be effected in the same way that any other matter may be proposed to and resolved upon by the Directors under the provisions of these articles save that:
(i) the relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and
(ii) the relevant Director and any other Director with a similar interest may, if the other Directors so decide, be excluded from any board meeting while the Conflict is under consideration.
(D) Where the Directors give authority in relation to a Conflict, or where any of the situations described in Article 103(B) apply in relation to a Director (Relevant Situation):
(i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;
(ii) the relevant Director will be obliged to conduct himself in accordance with any terms imposed by the Directors in relation to the Conflict or Relevant Situation;
(iii) the Directors may provide that where the relevant Director obtains (otherwise than through his position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Companys affairs, where to do so would amount to a breach of that confidence;
(iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and
(v) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.
Other conflicts of interest
103 |
(A) If a Director is in any way directly or indirectly interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the Directors in accordance with the Companies Acts. |
(B) Provided he has declared his interest in accordance with paragraph (A), a Director may:
(i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;
(ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide;
(iii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other Company in which the Company may be interested (otherwise than as auditor);
(iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding Company or subsidiary company of the Company or any other company in which the Company may be interested; and
(v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.
Benefits
104 |
A Director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the Company or the members for any remuneration, profit or other benefit realised by reason of his having any type of interest authorised under Article 102(A) or permitted under Article 103(B) and no contract shall be liable to be avoided on the grounds of a Director having any type of interest authorised under Article 102(A) or permitted under Article 103(B). |
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Quorum and voting requirements
105 |
(A) A Director shall not vote on or be counted in the quorum in relation to any resolution of the Directors concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested. |
(B) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it.
(C) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Directors in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:
(i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(iii) the giving to him of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;
(iv) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements;
(v) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate;
(vi) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;
(vii) any contract concerning any other company (not being a company in which the Director has a Relevant Interest) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;
(viii) any contract concerning the adoption,
modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;
(ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
(x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors.
(D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
(E) Where a company in which a Director has a Relevant Interest is interested in a contract, he also shall be deemed interested in that contract.
(F) If any question shall arise at any meeting of the Directors as to the interest of a Director (other than the chairman of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of the Directors interest (so far as it is known to him) has not been fairly disclosed to the Directors. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by a resolution of the Directors (for which purpose the chairman of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the Directors.
(G) Subject to these articles, the Directors may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the Directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company. Subject to these articles, a Director may also vote on and be counted in the quorum in relation to any of such matters.
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Articles of Association of Unilever Plc continued
General
106 |
(A) References in Articles 102-105 and in this article to: |
(i) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and
(ii) a conflict of interest include a conflict of interest and duty and a conflict of duties.
(B) The Company may by ordinary resolution suspend or relax the provisions of Articles 102- 105 to any extent or ratify any contract not properly authorised by reason of a contravention of such articles.
Powers and duties of the Directors
General powers of Company vested in Directors
107 |
Subject to the provisions of the Companies Acts and these articles and to any directions given by the Company in general meeting by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company whether relating to the management of the business of the Company or not. The alteration of these articles or the passing of a special resolution shall not invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the Directors by any other article. |
Establishment of local boards
108 |
The Directors may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The Directors may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Directors, with power to sub-delegate, and may authorize the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this article may be made upon such terms and subject to such conditions as the Directors may decide and the Directors may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
Powers of attorney
109 |
The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of the powers, authorities and discretions vested in or exercisable by the Directors, including power to sub delegate. The Directors may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
Delegation to individual Directors
110 |
The Directors may entrust to and confer upon any Director any of the powers, authorities and discretions vested in or exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
Registers
111 |
Subject to the provisions of the Companies Acts, the Company may keep an overseas or local or other register in any place, and the Directors may make and vary such regulations as it may think fit respecting the keeping of the register. |
Power to borrow money and give security
112 |
(A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in a general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Unilever Group. |
(B) For the purposes of this article:
(i) Borrowings means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured and, save as excluded in paragraphs (a) to (e) below, shall be deemed to include those items comprised in financial liabilities in the latest published audited consolidated accounts of the Unilever Group, but shall be deemed to exclude:
(a) moneys owed by the Company to any subsidiary;
(b) moneys owed by any subsidiary to another subsidiary or from the Company;
(c) moneys owed by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees;
(d) moneys owed by a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to:
(I) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding; and
(II) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.
(e) any lease liabilities of any member of the Unilever Group; and
26 | Unilever Articles of Association |
Articles
(f) any derivatives entered into by any member of the Unilever Group which do not relate to borrowings of a member of the Unilever Group,
and no amount shall be taken into account more than once in the same calculation but subject thereto paragraphs (a) to (f) above shall be read cumulatively.
(ii) Adjusted Capital and Reserves means the aggregate for the Unilever Group of:
(a) the amount paid up or credited as paid up on the issued share capital of the Company,
(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained profit, and
(c) the amounts standing as attributed to non-controlling interests, all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company since the date of such audited consolidated accounts.
(iii) Unilever Group means the Company and its subsidiaries and subsidiary undertakings.
(C) The determination of an independent firm of internationally-recognised accountants engaged by the Company for the purposes of this Article as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation such accountants may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.
No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.
Pensions
113 |
The Directors may grant retiring pensions or annuities or other allowances, including allowances on death, to any person or to the widow or dependants of any person in respect of services rendered by him to the Company as Executive Director, manager, or in any other office or employment under the Company or indirectly as an officer or employee of any subsidiary company of the Company, notwithstanding that he may be or may have been a Director of the Company and may make payments towards insurances or trusts for such purposes in respect of such persons and may include rights in respect of such pensions, annuities and allowances in the terms of engagement of any such person. No Director or former Director or other person shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. |
Provision for employees
114 |
The Directors may by resolution exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary. |
Proceedings of the Directors
Meetings of Directors
115 |
The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director at any time may, and the Secretary on the requisition of a Director at any time shall, summon a meeting of the Directors. |
Notice of meetings
116 |
Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose. A Director may waive his entitlement to notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
Quorum
117 |
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no other Director objects and if otherwise a quorum of Directors would not be present. |
Effect of vacancies in number of Directors
118 |
The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies or of summoning general meetings of the Company but not for any other purpose. |
Power to appoint chairman
119 |
The Directors may appoint a chairman and vice chairman or vice chairmen of their meetings and fix the period for which they are respectively to hold office. If no chairman or vice chairman is appointed, or if at any meeting neither the chairman nor any vice chairman is present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting. |
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Articles of Association of Unilever Plc continued
Competence of meetings
120 |
A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors. |
Voting
121 |
Questions arising at any meeting shall be determined by a majority of votes, except that the powers conferred on the Directors by Article 88 shall only be exercisable by the decision of a majority of the Directors consisting of three-fourths of all the Directors for the time being and for this purpose the vote of any Director may be given either in person at a meeting of the Directors or (in the case of any Director not present at the meeting called for this purpose) by notice in writing signed by such Director prior to the holding of such meeting. In the case of an equality of votes the chairman of the meeting shall have no additional or casting vote. |
In this article references to in writing include the use of communication by electronic means subject to such terms and conditions as the Directors may decide.
Delegation to committees
122 |
(A) The Directors may delegate any of their powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit. |
(B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors.
(C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.
Delegation to Chief Executive Officer
123 |
The Board may entrust to and confer upon the Chief Executive Officer any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variations shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board. |
Participation in meetings by telephone
124 |
All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is. |
Resolution in writing
125 |
A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors (if that number is sufficient to constitute a quorum) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned. |
Validity of acts of Directors or committee
126 |
All acts done by the Directors or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Directors or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a Director or member of the committee. |
Minutes to be made
127 |
The Directors shall cause minutes or records to be made in books provided for the purpose: |
(A) of the names of the Directors present at each meeting of the Directors or committee of the Directors, and
(B) of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors.
Seals
Use of seals
128 |
The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Articles 122 and 123. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person. |
28 | Unilever Articles of Association |
Articles
Dividends and other payments
Application of profits
129 |
The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following: |
FIRST to the payment of a dividend for such period at the rate of 5 per cent per annum on the capital paid up or credited as paid up on the Ordinary Shares. SECONDLY to the payment of a dividend for such period at the rate of 5 per cent per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.
THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent per annum on the capital paid up or credited as paid up on the Ordinary Shares.
LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.
Declaration of dividends
130 |
Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends to be paid to the members according to their rights and interests in the profits available for distribution, but no dividend shall be declared in excess of the amount recommended by the Directors. |
Interim dividends
131 |
The Directors may from time to time, out of accrued or accruing profits, pay to the members such interim dividends as in their judgment the position of the Company justifies. |
Dividends to be paid according to amounts paid up on shares
132 |
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide: |
(A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share, and
(B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
Debts may be deducted
133 |
The Directors may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company. |
Dividend not to bear interest against the Company
134 |
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company. |
Payment procedures
135 |
Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them. |
Unilever Articles of Association | 29 |
Articles
Articles of Association of Unilever Plc continued
Unclaimed dividends
136 |
Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend shall be forfeited and shall revert to the Company and the payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it. |
Dividends in specie
137 |
Any general meeting declaring a dividend may, upon the recommendation of the Directors, by ordinary resolution direct, and the Directors may in relation to any interim dividend direct, payment or satisfaction of the dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to the direction, and where any difficulty arises in regard to the distribution the Directors may settle it as they think expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any specific assets to be distributed and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any specific assets to be distributed in trustees as may seem expedient to the Directors. |
Capitalisation of profits
Power to capitalise profits
138 |
The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of Ordinary Shares of the Company who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on Ordinary Shares of the Company held by those members respectively or in paying up in full Ordinary Shares that are to be allotted and distributed as fully paid up, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full Ordinary Shares of the Company that are to be allotted and distributed as fully paid up, and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. |
Scrip dividends
139 |
The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of Ordinary Shares (excluding any member holding shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend specified by the ordinary resolution. The following provisions shall apply: |
(A) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.
(B) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the Companys Ordinary Shares on the London Stock Exchange plc as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted ex the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.
(C) The Directors, after determining the basis of allotment, may notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective.
(D) The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
(E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (the elected Ordinary Shares) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.
(F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue except that they will not be entitled to participate in the relevant dividend.
30 | Unilever Articles of Association |
Articles
(G) Unless the Directors otherwise determine, or unless the uncertificated securities rules and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the members elected ordinary shares which were in uncertificated form on the date of the members election) or in certificated form (in respect of the members elected ordinary shares which were in certificated form on the date of the members election).
Settlement of difficulties in distribution on capitalisation of profits
140 |
Where any difficulty arises in regard to any distribution under the last two preceding articles the Directors may settle the matter as they think expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the Directors. The Directors may authorise any person to enter into an agreement with the Company on behalf of the persons entitled to participate in the distribution providing for the allotment to them respectively of any shares, debentures or other obligations of the Company to which they are entitled on the capitalisation and the agreement shall be binding on those persons. |
Record dates and accounting records
Record dates
141 |
Notwithstanding any other provision of these articles the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date. |
Inspection of records
142 |
The accounting records shall be kept at the office or, subject to the provisions of the Companies Acts, at such other place or places as the Directors may think fit and shall always be open to inspection by the officers of the Company. No member in his capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by ordinary resolution of the Company. |
Service of notices and other documents
Service of notices
143 |
Any notice, document (including a share certificate) or other information may be served on, sent or supplied to any member by the Company either personally or by sending it through the post addressed to the member at his registered address or by leaving it at that address addressed to the member or by means of a relevant system or, where appropriate, by sending or supplying it in electronic form to an address for |
the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts or in any other manner provided by these articles. In the case of joint holders of a share, service, sending or delivery of any notice or document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or delivery to all the joint holders. If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent in electronic form shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which it was sent. The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
Members resident abroad
144 |
Any member whose registered address is not within the United Kingdom or some other part of Europe or any holder of a share warrant and who gives to the Company a postal address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served on or sent or delivered to him at that address or where applicable by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address or where applicable by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom, shall not be entitled to receive any notice or other document from the Company. |
When notice deemed served
145 |
Any notice or document, if sent by post, shall be deemed to have been served on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or document not sent by post but left at a registered address (other than an address for the purposes of communication by electronic means) shall be deemed to have been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice. |
Unilever Articles of Association | 31 |
Articles
Articles of Association of Unilever Plc continued
Any notice or document sent by the Company using electronic means shall be deemed to have been received on the day following that on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed. Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.
Service of notice to person entitled by transmission
146 |
Where a person is entitled by transmission to a share, any notice or document shall be served upon or delivered to him, and any dividend or other sum payable in cash in respect of the share may be paid to him, as if he was the holder of that share and his address noted in the register was his registered address. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purpose of communications by electronic means for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share. Except where there is a person entitled by transmission to a share, any notice or document served on or delivered to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder unless, before the day of posting (or, if it is not sent by post, before the day of service or delivery) of the notice or document, his name has been removed from the register as the holder of the share. Service or delivery in the foregoing manner shall be deemed for all purposes a sufficient service or delivery of the notice or document on all persons interested (whether jointly with or as claiming through or under that member) in the share. |
Notice when post not available and notice given by advertisement
147 |
(A) If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the Company need only give notice of a general meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least two newspapers with a national circulation in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of |
notices by post in hard copy form has again become generally possible, the Company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form. |
(B) Any notice to the bearer of a warrant or to any other person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears.
Destruction of documents
Consequences of destruction of documents
148 |
If the Company destroys: |
(A) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation; or
(B) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the Company; or
(C) any instrument of transfer of shares which has been registered at any time after a period of six years has elapsed from the date of registration; or
(D) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the Company destroys the document in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrefutably in favour of the Company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the Company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the Company any liability by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.
Winding-up
Order of priority in winding-up
149 |
If the Company shall be wound-up, the assets available for distribution amongst the members (excluding any member holding shares as treasury shares) shall be applied first in repaying to the holders of the Ordinary Shares the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares. |
32 | Unilever Articles of Association |
Articles
INDEMNITY
Indemnification of Directors
150 |
To the extent permitted by the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. No Director of the Company or of any associated company shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. For the purpose of this article the term Director shall include any former Director of the Company. |
Cross-border merger
Overseas Shareholders
151 |
(A) In this article and article 153, (i) Cross-Border Merger means the cross-border merger to be entered into between the Company and Unilever N.V. pursuant to the United Kingdom Companies (Cross-Border Mergers) Regulations 2007 and Part 7 of Book 2 of the Dutch Civil Code, (ii) CBM Effective Date means the date the Cross-Border Merger becomes effective as fixed by the order of the High Court of Justice in England and Wales approving the Cross-Border Merger, (iii) Overseas Shareholder means shareholders in Unilever N.V. on the CBM Effective Date, with a registered address in, or who are citizens, residents or nationals of or located in jurisdictions, outside the United Kingdom, United States or the Netherlands or whom the Company reasonably believes to be citizens, residents or nationals of or located in jurisdictions outside the United Kingdom, United States or the Netherlands, (iv) New PLC Shares means Ordinary Shares in the Company proposed to be issued, credited as fully paid, to shareholders in Unilever N.V. pursuant to the Cross-Border Merger and (v) save as defined in this article or in article 153, expressions defined in the common draft terms of merger between the Company and Unilever NV dated 7 August 2020 shall have the same meanings in this article and article 153. |
(B) If, in respect of any Overseas Shareholder, the Company is advised that the allotment and/or issue of New PLC Shares (or any interest therein) pursuant to the Cross-Border Merger to such holder would or may infringe the laws of another jurisdiction or would or may require the Company to comply with any governmental or other consent or any registration, filing or other formality with which the Company is unable to comply or compliance with which the Company regards as unduly onerous then, conditional upon the approval of the High Court of Justice in England and Wales of the Cross-Border Merger and if the Company (in its sole discretion) so elects then immediately following the Cross- Border Merger becoming effective on the CBM Effective Date, all New PLC Shares which have been issued to such Overseas Shareholders (or such interests therein) shall be transferred to a person appointed by the Company and resident in the United Kingdom, or the Netherlands (the Interim Holder) to hold such shares for the benefit of such Overseas Shareholder.
(C) All New PLC Shares (or interests therein) transferred to the Interim Holder, pursuant to paragraph (B), shall, as soon as practicable following the CBM Effective Date, be sold.
(D) Any sale under paragraph (C) above shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to the relevant Overseas Shareholder as soon as practicable after the Interim Holder receives such proceeds. Such payment shall be in full satisfaction of the rights of such Overseas Shareholder to receive New PLC Shares (or interests therein).
(E) To give effect to any transfer or sale pursuant to this article, the Interim Holder shall be authorised as attorney and/or agent on behalf of the Overseas Shareholder concerned and shall be authorised to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer and to give such instructions and to do all other things which he or she may consider necessary or expedient in connection with any such transfer or sale, and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by the relevant Overseas Shareholder. In the absence of fraud neither the Company nor the Interim Holder shall have any liability for any determination made pursuant to this article or for any loss or damage arising as a result of the timing or terms of any transfer or sale pursuant to this article.
Mandatory Transfer
152 |
(A) If the Company so elects (in its sole discretion), then immediately following the Cross- Border Merger becoming effective on the CBM Effective Date, all New PLC Shares allotted pursuant to the Cross-Border Merger to Cede & Co. (a New York partnership having its principal place of business in the State of New York, as nominee for the Depositary Trust Company) which, prior to the CBM Effective Date, held NV NYRSs on behalf of NV NYRS Holders, shall be transferred (the Mandatory PLC Share Transfer) from Cede & Co. (as nominee for the Depositary Trust Company) to DB London (Investor Services) Nominees Limited (or such other entity appointed by and holding, or entitled to hold, PLC Shares on behalf of the PLC ADS Depositary) (the Mandatory Transferee). |
(B) Upon the Mandatory PLC Share Transfer, the Mandatory Transferee shall become the registered holder of such New PLC Shares and shall hold such New PLC Shares on the terms set out in the PLC Deposit Agreement dated 1 July 2014 by and among PLC, the PLC ADS Depositary, and the holders and beneficial owners of American depositary shares issued thereunder.
(C) As soon as practicable after the Mandatory PLC Share Transfer to the Mandatory Transferee, the Company will procure that the PLC ADS Depositary issues such number of new PLC ADSs (representing the New PLC Shares that have been transferred to the Mandatory Transferee pursuant to the Mandatory PLC Share Transfer) calculated in accordance with the CBM Exchange Ratio to Cede & Co. (as nominee for the Depositary Trust Company) for the crediting of the accounts of the former holders of the NV NYRSs with interests in such new PLC ADSs.
Unilever Articles of Association | 33 |
Articles
Articles of Association of Unilever Plc continued
(D) The Mandatory PLC Share Transfer shall be effected by means of a form or forms of transfer or other instrument(s) or instruction(s) of transfer and, to give effect to such transfer(s), any person may be appointed by the Company as attorney and/or agent on behalf of Cede & Co. (as nominee for the Depositary Trust Company) and shall be authorised to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer and to give such instructions and to do all other things which he or she may consider necessary or expedient in connection with any such transfer, and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by Cede & Co. (as nominee for the Depositary Trust Company). In the absence of bad faith or wilful default, neither the Company nor the Mandatory Transferee shall have any liability for any determination made pursuant to this article or for any loss or damage arising as a result of the timing or terms of any transfer pursuant to this article.
34 | Unilever Articles of Association |
Captial Alterations
Captial Alterations
At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of October, 1937, the following Resolution was duly passed as a Special Resolution:
Resolution
That subject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for:
A |
The Capital of the Company be reduced to £117,000,000, divided into: |
£30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each,
£15,655,173 8 per cent. Cumulative A Preference Stock, 24,344,827 8 per cent. Cumulative A Preference Shares of £1 each,
£2,287,312 20 per cent. Cumulative Preferred Ordinary Stock,
24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each,
7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each
and
2,150,000 Ordinary Shares of £10 each
by the cancellation pursuant to and for the purposes of the said Scheme of:
£1,500,000 20 per cent. Cumulative Preferred Ordinary Stock,
£3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock,
and
£8,500,000 Ordinary Stock
which three Stocks are beneficially held by Unilever Limited;
B |
The Capital of the Company be thereupon converted, consolidated, sub-divided and increased pursuant to and in accordance with the said Scheme so as thereafter to be constituted as provided in Clause 7 of the said Scheme; |
C |
All Shares in the capital of the Company from time to time unissued be converted into Stock as and when the same are issued and are fully paid up; |
D |
The name of the Company be changed to Lever Brothers & Unilever Limited. |
Unilever Articles of Association | 35 |
In the High Court of Justice
No. 00539 of 1937
CHANCERY DIVISION MR. JUSTICE SIMONDS
Monday the 15th day of November, 1937
|
Fo. 272 W.4 Stamp £2 (Seal) |
|
In the Matter of UNILEVER LIMITED and In the Matter of LEVER BROTHERS, LIMITED and In the Matter of THE COMPANIES ACT, 1929 |
Upon the Petition of the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited whose Registered Office is situate at Port Sunlight in the County of Chester on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap Elma and United Holdings Limited the holders of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake Mills Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and Mavibel (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the London Gazette and the Times Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the London Gazette and the Times Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of Francis DArcy Cooper filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of Hugh Quennell filed the 11th August 1937 the joint and several Affidavit of Luke Val Fildes John William Heywood and Ronald Geoffrey Rowe filed the 19th October 1937 the joint and several Affidavit of Percy Farnworth and Fred Homer filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to
And the said Naamlooze Vennootschap Elma United Holdings Limited Blackfriars Nominees Limited British Oil & Cake Mills Limited Unilever Naamlooze Vennootschap and Mavibel (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement and Amalgamation hereinafter sanctioned
This Court doth hereby sanction the Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said Petition subject to the modifications approved by the Court on the hearing of the said Petition which Scheme of Arrangement and Amalgamation as so modified and sanctioned is set forth in the First Schedule hereto
And this Court doth order that the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act
And the Court doth hereby approve the Minute set forth in the Second Schedule hereto
And it is ordered that this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the above-named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order
And it is ordered that Notice of the Registration by the Registrar of Companies of this Order so far as it confirms the reduction of the capital of the said Lever Brothers, Limited and of the said Minute be published once in the London Gazette and in the Times Newspaper within ten days after such Registration
And it is ordered that the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in Chambers for an Order or orders under Section 154 of the above-mentioned Act as there may be occasion
ARTHUR STIEBEL,
Registrar
Seal
36 | Unilever Articles of Association |
Captial Alterations
Minute approved by the Court
15th November, 1937.
The capital of Lever Brothers, Limited was by virtue of a Special Resolution of the Company and with the sanction of an Order of the High Court of Justice dated the 15th day of November, 1937, reduced from £130,000,000 to £117,000,000, divided into £30,762,082 Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173 A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312 Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each, 7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each.
At the date of the registration of this Minute, none of the said shares had been issued.
By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited and its respective Stockholders and the Company sanctioned by the said Order and of a Special Resolution passed by the Company, the capital of the Company on the registration of this Minute is £141,418,750, divided into £30,762,082 Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred Ordinary Stock, 9,237,918 Preference Shares of £1 each, 24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued.
Unilever Articles of Association | 37 |
Certificate of registration
No. 41424
of Order of Court and Minute on reduction of Capital
(Pursuant to Sec. 58 of the Companies Act, 1929.)
LEVER BROTHERS, LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the 15th day of November, 1937.
I hereby Certify
the Registration of the said Order and of a Minute, showing the present capital and shares of the Company, as fixed by the said Order.
Given under my hand at London this thirtieth day of November
One thousand nine hundred and thirty-seven.
P. MARTIN,
Assistant Registrar of Companies.
38 | Unilever Articles of Association |
Captial Alterations
At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of February, 1952, the following Resolution was duly passed as a Special Resolution:
Resolution
That the name of the Company be changed to~ UNILEVER LIMITED.
At an Extraordinary General Meeting of the Company duly convened and held on the 20th day of September, 1966, the following Resolutions were duly passed as Special Resolutions:
Resolutions
1 |
That the Scheme of Arrangement dated 25th August, 1966, between the Company and its six classes of members, a print of which has been submitted to this Meeting and for the purpose of identification subscribed by the Chairman hereof, be and it is hereby approved. |
2 |
That subject to the said Scheme being sanctioned the capital of the Company be reduced by the cancellation of the assented Preferential Stock (as in the said Scheme defined) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. |
3 |
That forthwith upon the said reduction of capital taking effect: |
(a) the capital of the Company be increased to its former amount of £141,418,750 by the creation of the appropriate number of Ordinary Shares of 5s. each.
(b) the 7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and Shares be redesignated as 7 per cent. First Cumulative Preference Stock and Shares, 5 per cent. First Cumulative Preference Stock and Shares, 8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent. Third Cumulative Preferred Ordinary Stock and Shares respectively.
Unilever Articles of Association | 39 |
In the High Court of Justice
No. 00987 of 1966
CHANCERY DIVISION MR. JUSTICE SIMONDS
FO. 123 R.28
Monday the 24th day of October 1966 |
Seal Supreme Court of Judicature |
In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948
Upon the Petition of the above-named Unilever Limited (hereinafter called the Company) whose registered office is situate at Port Sunlight Birkenhead in the County of Chester on the 26th September 1966 preferred unto this Court
And Upon Hearing Counsel for the Company
And Upon Reading the said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent. Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of George James Baron Cole of Blackfriars filed respectively the 11th July 1966 and the 27th September 1966 the two joint Affidavits of John Arthur Smethurst and William Favager filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of Kenneth Lysberg Barber and the Affidavit of Edward James Wells both filed the 27th September 1966 and the Exhibits in the said Affidavits respectively referred to
This Court doth hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto
And this Court doth order that the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act
And the Court doth hereby approve the Minute set forth in the Second Schedule hereto
And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute
And it is ordered that notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the said Minute be published once in The Times newspaper within 21 days after such registration
MAURICE BERKELEY,
Registrar
40 | Unilever Articles of Association |
Captial Alterations
No. 00987 of 1966
THE FIRST SCHEDULE before referred to
In the High Court of Justice
CHANCERY DIVISION
In the Matter of UNILEVER LIMITED
and
In the Matter of THE COMPANIES ACT, 1948
Scheme of arrangement
Unilever Articles of Association | 41 |
The Scheme
Creation of New Loan
Stock (a) The Company shall create New Loan Stock up to £62,695,050 in aggregate nominal amount as follows:
(i) up to £60,335,050 73⁄4 per cent. Unsecured Loan Stock 1991/2006;
(ii) up to £2,360,000 51⁄2 per cent. Unsecured Loan Stock 1991/2006.
(b) The New Loan Stock shall be constituted by a Trust Deed between the Company of the one part and The Law Debenture Corporation, Limited as trustees of the other part and shall contain or incorporate provisions to the effect of those set forth in Appendix A to this Scheme and shall be in the form of the draft already prepared and subscribed for the purposes of identification by Slaughter and May, Solicitors, with such modifications and additions, if any, as may prior to the execution thereof be approved by the Company and the Trustees.
Reduction of Share Capital
2 |
(a) The share capital of the Company shall be reduced by the cancellation of the assented Preferential Stock and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. |
(b) Forthwith upon the said reduction of capital taking effect the share capital of the Company shall be increased to its former amount by the creation of Ordinary Shares of 5s. each.
Allotment of New Loan Stock
3 |
(a) In consideration of the cancellation of the assented Preferential Stock the Company shall within 28 days after the Effective Date (but subject as regards fractions to the provisions of paragraph (b) of this Clause) allot and issue credited as fully paid to the persons who at the close of business on the day immediately preceding the Effective Date are the registered holders of the assented Preferential Stock for every £100 in nominal amount of assented Preferential Stock of the class shown in column 1 of the Table below set out New Loan Stock of the nominal amount and class shown in column 2 of the said Table and so in proportion for holdings of less than £100 or which are not an exact multiple thereof: |
Table
1 | 2 | |
£100 Preferential Stock | New Loan Stock | |
7 per cent. | £100 73/4 per cent. | |
Cumulative Preference Stock. |
Unsecured Loan Stock 1991/2006. |
|
5 per cent. | £100 51/2 per cent. | |
Cumulative Preference Stock. |
Unsecured Loan Stock 1991/2006. |
|
8 per cent. | £114 73/4 per cent. | |
Cumulative A Preference Stock. |
Unsecured Loan Stock 1991/2006. |
|
20 per cent. | £284 73/4 per cent. | |
Cumulative Preferred Ordinary Stock. |
Unsecured Loan Stock 1991/2006. |
(b) No holder of any of the assented Preferential Stock shall be entitled to be allotted any fraction of £1 of New Loan Stock but any fractional amounts to which but for this provision holders of assented Preferential Stock would have been entitled shall be aggregated and allotted to the Secretary of the Company or to some person or persons nominated by him upon trust to sell the same and the Company shall distribute the net proceeds of such sale to the persons entitled thereto.
(c) The amount of 73⁄4 per cent. Unsecured Loan Stock to be allotted to a holder of assented Preferential Stock of two or more classes and the fractional entitlement, if any, of any such holder shall be determined by aggregating the amounts of 73⁄4 per cent. Unsecured Loan Stock which, but for the provisions of paragraph (b) of this Clause, would have been allotted to such holder.
Dividends and Interest
4 |
(a) The New Loan Stock to be issued pursuant to this Scheme shall carry interest calculated as from and including the 1st July, 1966. |
(b) The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June, 1966.
(c) Each mandate in force at the close of business on the day immediately preceding the Effective Date relating to the payment of dividends on assented Preferential Stock shall unless and until revoked be deemed as from such date to be a valid and effective mandate to the Company in relation to interest on the corresponding New Loan Stock.
Notice of Non-Assent
5 |
(a) If any holder of Preferential Stock shall, in manner provided in paragraph (b) of this Clause, give notice in the form prescribed by the Company (herein called Notice of Non-Assent) to the Company that such holder does not wish to have all or some part of the Preferential Stock held by him cancelled, the Preferential Stock held by such holder shall, to the extent specified in such Notice of Non-Assent, for the purposes of this Scheme be nonassented. |
(b) Every such notice shall be signed (or in the case of a body corporate executed under its Common Seal, if any) by the holder or, in the case of joint holdings, all the holders of the Preferential Stock concerned and sent or delivered to the Joint Registrars of the Company accompanied by the relative stock certificate or certificates so as to be received by the Joint Registrars on or before the 19th September, 1966, or posted before the 19th September, 1966 and received by the said Joint Registrars on or before the 27th September, 1966. Modification of Rights attached to Classes of Share Capital
42 | Unilever Articles of Association |
Capital Alterations
6 |
(a) The Company shall alter its Articles of Association by substituting for Articles 3 and 49 the new Articles 3 and 49 set forth in Resolution numbered 3 in the Notice convening an Extraordinary General Meeting of the Company for the 20th September, 1966. |
(b) From and after the Effective Date the rights set forth in Appendix B to this Scheme shall be attached to the non-assented Preferential Stock in substitution for and to the exclusion of those rights now set forth in paragraph (viii) of Article 9 of the Articles of Association of the Company.
(c) Nothing in this Scheme contained shall prevent the alteration or variation of any rights attached to any Stock or Shares in the capital of the Company or any provision in the Articles of Association of the Company in any manner for the time being authorised by law or by such Articles.
Certificates for New Loan Stock and Cash Payments
7 |
As soon as practicable after the allotments of the New Loan Stock, the Company shall send to the allottees notices informing them that this Scheme has become effective and, unless prohibited by law, enclosing certificates for the amounts of New Loan Stock and shall, either simultaneously or as soon as practicable thereafter and unless prohibited by law, send to the allottees cheques or postal orders for any cash payments in respect of fractions, being the amounts and payments to which they are respectively entitled under this Scheme. |
8 |
(a) All certificates for New Loan Stock shall be sent by the Company to the holders of the assented Preferential Stock through the post in prepaid envelopes addressed to such holders at their respective registered addresses (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of such joint holding) and the Company shall not be responsible for any loss in transmission. |
(b) All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission.
All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby.
The Effective Date
9 |
This Scheme shall become effective as soon as an office copy or office copies of the Order of the Court sanctioning under Section 206 of the Companies Act, 1948 this Scheme and confirming under Section 68 of the said Act the reduction of capital provided for in this Scheme shall have been duly delivered to the Registrar of Companies for registration; and unless this Scheme shall have become effective as aforesaid on or before the 31st December, 1966, or such later date, if any, as the Court may allow, the same shall never become effective. |
10 |
The Company may consent on behalf of all concerned to any modification of or addition to this Scheme or to any conditions which the Court may think fit to approve or impose. |
Fundamental Condition
11 |
Notwithstanding anything hereinbefore contained if less than 50 per cent. in aggregate nominal amount of the Preferential Stock (or such lesser nominal amount as the Company shall within fourteen days after the holding of the meetings convened by Order of the Court for the purpose of considering this Scheme by Resolution of its Board of Directors decide) falls to be treated as assented Preferential Stock for the purposes of this Scheme, this Scheme shall not be capable of becoming effective. Dated 25th August, 1966. |
Unilever Articles of Association | 43 |
Appendix A
Provisions relating to New Loan Stock
The 51⁄2 per cent. Unsecured Loan Stock 1991/2006 (the 51⁄2
per cent. Stock) and the 73⁄4 per cent. Unsecured Loan Stock 1991/2006 (the 73⁄4 per cent. Stock) together referred to herein as the Stocks will be created by a Resolution of the Board of Directors and will be constituted by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees. The Trust Deed will contain provisions, inter alia, to the following effect:
1 |
Amounts |
The 51/2 per cent. Stock will not exceed £2,360,000; the 73/4 per cent. Stock will not exceed £60,335,050.
2 |
Interest |
The 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock will carry interest respectively at the rates of 51⁄2 per cent. and 73⁄4 per cent. per annum, payable half-yearly on 30th June and 31st December. The first payment of interest will be made on 31st December, 1966 and will amount to £2 15s. 0d. (less income tax) per £100 nominal of the 51⁄2 per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 73⁄4 per cent. Stock.
3 |
Redemption, Purchase and Final Repayment |
(a) The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest.
(b) The Company will be entitled to redeem the whole or any part, to be selected by drawings, of the Stocks at par plus accrued interest on or at any time after 30th June, 1991, on giving not less than three months notice in writing.
(c) The Company may at any time purchase any part of the Stocks on any recognised Stock Exchange or by tender (available to all Stockholders of the particular Stock alike) at any price or by private treaty at a price not exceeding par in the case of the 51⁄2 per cent. Stock and £105 per cent. in the case of the 73⁄4 per cent. Stock (exclusive in each case of expenses and accrued interest) but not otherwise.
(d) The Company may exercise its rights and powers of redemption and purchase as regards the 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock at its sole discretion and without obligation to maintain any ratio between the amounts for the time being outstanding of either of such series.
(e) All stock purchased or redeemed shall be cancelled and shall not be available for re-issue.
4 |
Limitation on Borrowings |
(A) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined below).
(B) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether
secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed a sum equal to two thirds of the adjusted total of capital and reserves.
For the purposes of the provisions of (A) and (B) above relating to borrowing:
(i) the principal amount (together with any premium payable on final repayment) of any debentures within the meaning of Section 455 of the Companies Act, 1948 issued by the Company or any of its subsidiaries shall (unless otherwise taken into account) be deemed to be borrowings;
(ii) the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings;
(iii) the nominal amount of any issued share capital and the principal amount of any borrowings (together in each case with any premium on redemption or repayment) the repayment whereof is guaranteed by the Company or by any of its subsidiaries shall be deemed to be borrowings by the guaranteeing company unless otherwise taken into account;
(iv) any borrowings of the Company or any of its subsidiaries for the express purpose of repaying the whole or any part of any borrowings of the Company or any of its subsidiaries for the time being outstanding (including any premium on redemption or repayment) and taken into account and applied for that purpose within four months of such borrowing shall pending application for such purpose within such period be deemed not to be borrowings;
(v) the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary;
(vi) in the case of a subsidiary, part of whose equity share capital is held otherwise than by the Company or another subsidiary, the proportion of the total amounts borrowed by such subsidiary which is borrowed otherwise than from the Company or another subsidiary which corresponds to the proportion of the total nominal amount of the issued equity share capital of such subsidiary held otherwise than by the Company or another subsidiary shall be deemed not to be borrowings.
5 |
Definitions |
The expression the adjusted total of capital and reserves means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:
(i) adjusted as may be appropriate to take account of (a) any increase in or reduction of the issued and paidup share capital or the share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall
44 | Unilever Articles of Association |
Capital Alterations
have been made up and any distributions (other than normal preference dividends and interim dividends paid in each case out of profits earned since such date) in cash or specie made from such reserves or profit and loss account since such date and (b) any subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be subsidiaries and any companies which will become subsidiaries as a result of the transaction in relation to which the calculation falls to be made;
(ii) excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation;
(iii) after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in such balance sheet (as adjusted);
(iv) excluding any amounts attributable to minority interests in subsidiaries;
(v) after making such other adjustments (if any) as the Auditors of the Company may consider appropriate.
6 |
Transfer |
The Stocks will each be registered and transferable in amounts and multiples of £1.
7 |
Modification of Rights |
The provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock.
8 |
Indemnification |
The Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events.
Unilever Articles of Association | 45 |
APPENDIX B
(see Clause 6(b) of the Scheme)
On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent. Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Companys Auditors of the means of the daily quotations at which the said Preference Shares and Preferred Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. The relevant date means in the case of a compulsory winding-up the commencement of the windingup and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets.
46 | Unilever Articles of Association |
Capital Alterations
THE SECOND SCHEDULE before referred to
MINUTE APPROVED BY THE COURT
The capital of Unilever Limited was by virtue of a Special Resolution and a Scheme of Arrangement sanctioned by an Order of the High Court of Justice dated the 24th day of October 1966 reduced from the former capital of £141,418,750 divided into £35,984,690 7 per cent. Cumulative Preference Stock, £2,360,000 5 per cent. Cumulative Preference Stock, £15,661,749 8 per cent. Cumulative A Preference Stock, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 1,655,310 5 per cent. Cumulative Preference Shares of £1 each, 24,338,251 8 per cent. Cumulative A Preference Shares of £1 each, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock to £64,274,506 divided into £3,502,564 7 per cent. Cumulative Preference Stock, £172,382 5 per cent. Cumulative Preference Stock, £1,218,546 8 per cent. Cumulative A Preference Stock, £249,576 20 per cent. Cumulative Preferred Ordinary Stock, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock. At the date of the registration of this Minute 181,348,592 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 308,576,976 Ordinary Shares of 5s. each.
Unilever Articles of Association | 47 |
Certificate of registration
No. 41424
of Order of Court and Minute on reduction of Capital
(Pursuant to Sec. 69 of the Companies Act, 1948.)
UNILEVER LIMITED having by Special Resolution
reduced its Capital, as confirmed by an Order of the
High Court of Justice, Chancery Division, bearing date
the Twenty-fourth day of October One Thousand Nine
Hundred and Sixty-Six.
I hereby Certify
That the said Order and a Minute showing the capital
and shares of the Company as approved by the said
Order were Registered pursuant to Section 69 of the
Companies Act, 1948, on the Second day of December
One Thousand Nine Hundred and Sixty-Six.
Given under my hand at London this Fifth day of December
One Thousand Nine Hundred and Sixty-Six.
A. E. WHITBY,
Assistant Registrar of Companies.
48 | Unilever Articles of Association |
Capital Alterations
At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of December, 1983, the following Resolution was duly passed as a Special Resolution:
Resolution
That
(a) the capital of the Company be reduced from £141,418,750 to £135,170,274, such reduction to be effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares of 25p each, being that part of the holding of Ordinary Shares in the capital of the Company registered in the names of Sir David Alexander Orr, The Right Honourable Philip William Bryce Third Viscount Leverhulme, Seamus George Sweetman, Kenneth Durham and Cecil Frazer Sedcole, which is held by them as Trustees of the Will of the First Viscount Leverhulme in the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and
(b) forthwith upon such reduction of capital taking effect, the authorised capital of the Company be increased to its former amount of £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.
Unilever Articles of Association | 49 |
In the High Court of Justice
No. 007556 of 1983
CHANCERY DIVISION
MR. JUSTICE HARMAN
FO. 228 C1
Tuesday the 24th Day of January, 1984
In the Matter of UNILEVER PLC
and
In the Matter of THE COMPANIES ACT 1948
Upon the Petition of the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court
And upon hearing Counsel for the Petitioner
And upon reading the said Petition (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of Kenneth Durham filed the 15th December, 1983 the Affidavit of James Dewar Keir filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and The Times Newspaper of the 14th January, 1984 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day)
This Court doth order that the reduction of the capital of the said Company from £141,418,750 to £135,170,274 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act.
And the Court doth hereby approve the Minute set forth in the Schedule hereto
And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute
And it is ordered that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in The Times newspaper within 21 days after such registration.
JOHN BRADBURN,
Registrar
50 | Unilever Articles of Association |
Capital Alterations
THE SCHEDULE before referred to
MINUTE APPROVED BY THE COURT
The Capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated the 24th January, 1984 reduced from £141,418,750 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 544,702,728 Ordinary Shares of 25p each and £100,000 Deferred Stock to £135,170,274 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 519,708,824 Ordinary Shares of 25p each and £100,000 Deferred Stock At the date of the registration of this Minute 158,073,358 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.
Unilever Articles of Association | 51 |
Articles
Certificate of registration
No. 41424
of Order of Court and Minute on reduction of Capital
Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 24th January, 1984.
Now therefore
I hereby Certify
that the said Order and Minute approved by the Court were registered pursuant to section 69 of the Companies Act, 1948, on the 27th January, 1984.
Given under my hand at Cardiff the 14th February, 1984
T. G. THOMAS,
An Authorised Officer
52 | Unilever Articles of Association |
Articles
At an Extraordinary General Meeting of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as a Special Resolution:
Resolution
That subject to the consent of the holders of the Companys 7 per cent. First Cumulative Preference Stock, 5 per cent. First Cumulative Preference Stock, 8 per cent. Second Cumulative Preference Stock and 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each given by extraordinary resolutions as provided in Article 11 of the Companys Articles of Association, the authorised capital of the Company be reduced from £141,418,750 to £136,275,682 and that such reduction be effected by returning the whole of the capital paid up on the £3,502,564 7 per cent.
First Cumulative Preference Stock together with a premium of 7p per £1 nominal of such Stock, 78p of the capital paid up on each £1 nominal of the £172,382 5 per cent. First Cumulative Preference Stock, the whole of the capital paid up on the £1,218,546 8 per cent. Second Cumulative Preference Stock together with a premium of 14p per £1 nominal of such Stock and the whole of the capital paid up on each of the 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares together with a premium of 40p per share and cancelling and extinguishing all the said Preference Stocks and Preferred Shares.
At a Class Meeting of holders of 7 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:
Resolution
That this Class Meeting of the holders of the 7 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January, 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.
Unilever Articles of Association | 53 |
Articles
At a Class Meeting of holders of 5 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:
Resolution
That this Class Meeting of the holders of the 5 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the
holders of the said Stock.
At a Class Meeting of holders of 8 per cent. Second Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:
Resolutions
That this Class Meeting of the holders of the 8 per cent. Second Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.
54 | Unilever Articles of Association |
Articles
At a Class Meeting of holders of 20 per cent. Third Cumulative Preferred Ordinary Shares in the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:
Resolution
That this Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares in the capital of the Company hereby consents on behalf of all the holders of such Shares to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Shares which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Shares.
Unilever Articles of Association | 55 |
Articles
In the High Court of Justice
No. 00433 of 1989
CHANCERY DIVISION
COMPANIES COURT
MR. JUSTICE MILLETT
Monday the 27th day of February 1989
In the Matter of UNILEVER PLC
and
In the Matter of THE COMPANIES ACT 1985
Upon the Petition of the above-named Unilever PLC
(hereinafter called the Company) whose registered office
is situate at Port Sunlight Wirral Merseyside L62 4ZA
And Upon Hearing Counsel for the Company
And Upon Reading the documents recorded on the Court
File as having been read
It is ordered that the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed.
And the Court approves the Minute set forth in the Schedule hereto
AND IT IS FURTHER ORDERED
(1) |
that this Order be produced by the Company to the Registrar of Companies and that it deliver an Office Copy to him together with a copy of the said Minute |
(2) |
that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published by the Company once in the Financial Times newspaper within 21 days after such registration. |
56 | Unilever Articles of Association |
Articles
THE SCHEDULE
Minute approved by the Court
The capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 27th day of February 1989 reduced from £141,418,750 (divided into £3,502,564 7 per cent. First Cumulative Preference Stock £172,382 5 per cent. First Cumulative Preference Stock £1,218,546 8 per cent. Second Cumulative Preference Stock 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock) to £136,275,682 (divided into 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock). At the date of the registration of this Minute 794,082,087 Ordinary Shares of 5p each have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued.
Unilever Articles of Association | 57 |
Articles
Certificate of registration
No. 41424
of Order of Court and Minute on reduction of Capital
Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 27th February 1989.
Now therefore
I hereby Certify
that the said Order and Minute approved by the Court were registered pursuant to section 138 of the Companies Act 1985 on the 2nd March 1989.
Given under my hand at Cardiff the 13th March 1989.
An Authorised Officer.
58 | Unilever Articles of Association |
Articles
Special and other resolutions
At an Extraordinary General Meeting of the Company duly convened and held on the 18th day of June, 1931, the following Resolution was duly passed:
Resolution
That all the fully paid Shares in the capital of the Company now issued and outstanding be converted into Stock and that all Shares in the capital of the Company at present unissued be converted into Stock as and when the same are issued and are fully paid up.
At a separate General Meeting of the Ordinary Stockholders of the Company duly convened and held on the 12th day of July, 1951, the following Resolution was duly passed:
Resolution
That this separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Companys Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers & Unilever N.V. of the one part and the Company of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement.
Unilever Articles of Association | 59 |
Articles
At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of October, 1961, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:
Resolutions
That the whole of the issued Ordinary Stock in the capital of the Company be re-converted into fully paid Ordinary Shares of 5s. 0d. each and that each of the unissued Ordinary Shares of £1 each in the capital of the Company be sub-divided into four Ordinary Shares of 5s. 0d. each.
That as from the date of the passing of this Resolution the provisions of the Resolutions passed on the 18th June, 1931, and the 12th October, 1937, that all unissued Shares in the capital of the Company be converted into Stock as and when the same are issued and are fully paid up, shall cease to apply to the Ordinary Share capital of the Company.
At the Annual General Meeting of the Company duly convened and held on the 17th day of May, 1978, the following Resolution was duly passed:
Resolution
That the £249,576 20 per cent. Third Cumulative Preferred Ordinary Stock in the capital of the Company be re-converted into 998,304 fully paid 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each.
60 | Unilever Articles of Association |
Articles
At a Meeting of the Directors duly convened and held on the 9th day of April, 1981, the following Resolution was duly passed:
Resolutions
That
(1) |
Pursuant to Section 8 of the Companies Act, 1980 the Company be re-registered as a public company. |
(2) |
The Memorandum of Association of the Company be altered in manner following: |
(a) |
By deleting Clause 1 and substituting therefor the following clause: |
1 The name of the Company is Unilever PLC.
(b) |
By adding after Clause 1 the following Clause 1a: 1a The Company is to be a public company. |
(c) |
By deleting Clause 2 and substituting therefor the following clause: |
2 The registered office of the Company will be situated in England and Wales.
At the Annual General Meeting of the Company duly convened and held on the 18th May, 1983, the following Resolution was duly passed as a Special Resolution:
Resolution
That the Memorandum of Association of the Company be altered by deleting the present Clause 3 and substituting for it the Clause 3 set out in the document which accompanied the notice of this meeting.
Unilever Articles of Association | 61 |
Articles
At the Annual General Meeting of the Company duly convened and held on the 20th May, 1987, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:
Resolutions
That with effect from and including 29th June, 1987, the 544,702,728 Ordinary Shares of 25p each in the capital of the Company be sub-divided into 2,723,513,640 Ordinary Shares of 5p each.
That with effect from and including 29th June, 1987, the draft regulations contained in the printed document submitted to the meeting and for the purposes of identification signed by the Chairman thereof, be approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.
At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1989, the following Resolutions were duly passed as Special Resolutions:
Resolutions
That the Articles of Association of the Company be altered as follows:
(a) |
by deleting in article 2 the words, Preference Shares. includes Preferred Ordinary Shares; |
(b) |
by deleting in article 3 the second and third sentences and substituting therefor the following: |
No modification of the terms of the said Agreement shall be made without the previous sanction of
(a) |
an ordinary resolution of the Company in general meeting; and |
(b) |
an ordinary resolution passed at a separate general meeting of the holders of the Ordinary Shares. |
The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.;
(c) |
by deleting article 5 and substituting therefor the following: |
5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be provided by these articles.;
(d) |
by deleting article 9 and substituting therefor the following: |
9 (i) On the 3rd May, 1989 the authorised capital of the Company is £136,275,682, divided as follows: 2,723,513,640 Ordinary Shares of 5p each. 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.
(ii) |
The Ordinary Shares of 5p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.; |
(e) |
by deleting in article 10 all sentences save the last; |
(f) |
by deleting in article 11 paragraph (D) and substituting therefor the following: |
62 | Unilever Articles of Association |
Articles
(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.;
(g) |
by deleting in article 58 the last sentence; |
(h) |
by deleting in article 67 the words one-tenth of the issued Preference Shares or; |
(i) |
by deleting in article 117 the words and an extraordinary resolution passed at a separate general meeting held in manner provided by article 11 of the holders of the whole of the Preference and Preferred Ordinary Shares (which for this purpose shall be deemed to constitute a single class); |
(j) |
by deleting article 135 and substituting therefor the following: |
135 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following:
FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.
SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between
William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.
THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.
FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares.
LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.;
(k) |
by deleting in article 137 the words the preferential dividends on their Preference Shares for the time being, and also; and |
(I) |
by deleting article 156 and substituting therefor the following: |
156 If the Company shall be wound-up, the assets available for distribution amongst the members shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.
That the Articles of Association of the Company be altered by deleting in article 145(a) the word beginning and substituting therefor the words expiry of two months following the conclusion.
That the Articles of Association of the Company be altered by deleting article 117 and substituting therefor the following:
117 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company.
(B) For the purposes of this article
(i) Borrowings means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:
(a) borrowings by the Company from any subsidiary
(b) borrowings by any subsidiary from another subsidiary or from the Company
(c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees
(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary
and deducting therefrom an amount equal to:
(e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and
(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.
(ii) Adjusted Capital and Reserves means the aggregate of:
(a) the amount paid up or credited as paid up on the issued share capital of the Company,
(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account, plus the balance at the credit of profit and loss account (or minus the amount, if any, standing to the debit of such account), and
(c) the amounts standing as attributed to outside interests.
Unilever Articles of Association | 63 |
Articles
all as shown in the latest published audited consolidated accounts of the Company and its subsidiaries Provided always that appropriate adjustments shall be made in respect of any variation in the paid up share capital or in the share premium account of the Company since the date of such audited accounts and Provided Further that in arriving at the said aggregate there shall be added back amounts equal to:
(d) the premium arising on consolidation of acquired subsidiaries, associated companies and businesses which, as at the date of calculation, have been written off against the consolidated reserves of the Company and its subsidiaries in accordance with United Kingdom accounting practices provided that the Company shall not have sold its interest in such subsidiaries, associated companies and businesses at the date of calculation, less a sum equal to amortisation of such premiums over 40 years on a straight line basis.
(e) any provision made for deferred taxation in excess of the amount required to be provided by United Kingdom accounting practices.
(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.
No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.
64 | Unilever Articles of Association |
Capital Alterations
At the Annual General Meeting of the Company duly convened and held on the 4th May, 1994, the following Resolutions were duly passed as Special Resolutions:
Resolutions
That the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by deleting in Article 110(F) and (ix) the Agreement referred to in Article 3 or any matters arising thereout and substituting therefor the following: |
(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and
(x) the Agreement referred to in Article 3 or any matters arising thereout.
(b) |
by deleting Article 158 and substituting therefor the following: |
158. Indemnity of Officers
Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:
127. Delegation to Committees
(A) |
The Directors may delegate any of their powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit. |
(B) |
Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors. |
(C) |
The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors. |
Unilever Articles of Association | 65 |
Articles
At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1995, the following Resolutions were duly passed as Special Resolutions:
Resolutions
That the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by deleting Article 14 and substituting therefor the following: |
Execution of share certificates
14 |
Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person. |
(b) |
by deleting Article 128 and substituting therefor the following: |
Participation in meetings by telephone
128 |
All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is. |
(c) |
by deleting Article 141 and substituting therefor the following: |
Payment procedures
141 |
Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them. |
That the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by deleting Article 57 and substituting therefor the following: |
Cessation of sending dividend payments
57 |
The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing. |
(b) |
by deleting Article 134 and substituting therefor the following: |
Use of seals
134 |
The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Article 127. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person. |
66 | Unilever Articles of Association |
Articles
That the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by deleting Article 75 and substituting therefor the following: |
Adjournments and notice of adjournment
75 |
(A) The chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. |
No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.
(B) When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.
(b) |
by deleting Article 76 and substituting therefor the following: |
Security and other arrangements at general meetings
76 |
The Directors may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions. |
In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the Principal Place) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article.
Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place.
The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.
Unilever Articles of Association | 67 |
Articles
At the Annual General Meeting of the Company duly convened and held on the 6th May, 1997, the following Resolution was duly passed as a Special Resolution:
Resolution
That the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by amending Article 2: |
(i) |
by adding the following definitions: |
(a) |
certificated share means a share which is not an uncertificated share; |
(b) |
anticipating class means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system; |
(c) |
uncertificated share means a share of a class which is for the time being a participating class title to which is recorded on the register as being held in uncertificated form; |
the Uncertificated Securities Regulations means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders, regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;
(ii) |
by inserting the words or the Uncertificated Securities Regulations between the words Companies Acts and in force in the penultimate paragraph. |
(b) |
by deleting the heading CERTIFICATES before Article 12 and substituting therefor the following: |
Evidence of Title to Shares
(c) |
by deleting Article 12 and substituting therefor the following: |
Uncertificated shares
12.1 |
(A) Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights. |
(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a relevant system; and
(iii) any provision of the Uncertificated Securities Regulations.
(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.
Certificated shares
12.2 |
Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge. |
(d) by deleting Article 34 and substituting therefor the following:
Transfer
34 |
Subject to such of the restrictions of these articles as may be applicable: |
(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates
68 | Unilever Articles of Association |
Articles
the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
(ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.
(e) |
by amending Article 35 by inserting the following words: |
(i) certificated between the words a and share in the first line;
(ii) concerned between the words share and until in the third line.
(f) |
by deleting the sub-heading before Article 36 and substituting therefor the following: |
Right to decline to register transfer of partly paid shares
(g) |
by deleting Article 37 and substituting therefor the following: |
Further rights to decline to register transfer
37 |
(A) The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. |
(B) The Directors may decline to register any transfer of a certificated share unless:
(i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer,
(ii) the instrument of transfer is in respect of only one class of share, and
(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
(h) |
by amending Article 38 by inserting the following words: |
or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received between the words lodged and send in the second line.
(i) |
by amending Article 39 by deleting the word other in the first line. |
(j) |
by deleting Article 42 and substituting therefor the following: |
Election of person entitled by transmission
42 |
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares |
shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.
(k) |
by deleting the sub-heading before Article 55 and substituting therefor the following: |
Issue of shares on surrender of share warrants
(l) |
by amending Article 56: |
(i) |
by the addition of a new sub-paragraph: |
(i) the shares are in certificated form,
The former sub-paragraphs (i) to (v) become subparagraphs (ii) to (vi).
(ii) by inserting the following words:
(a) either in certificated or uncertificated form between the words issue and throughout in the first line of the former sub-paragraph (i);
(b) or by the transfer of funds by means of a relevant system between the words shares and at in the fourth line of the former sub-paragraph (ii).
(m) |
by amending Article 57 by inserting the following words: |
(i) including by means of a relevant system, between the words payment and for in the second line;
(ii) or account between the words address and of in the eighth line;
(iii) other between the words such and means in the tenth line.
(n) |
by deleting Article 70 and substituting therefor the following: |
Omission or non-receipt of notice
70 |
The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting. |
(o) |
by amending Article 141 by inserting the following words: |
and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system between the words media and offered in the seventh line.
(p) |
by amending Article 145 by the addition of a new subparagraph: |
(g) Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the members elected ordinary shares which were in uncertificated form on the date of the members election) and in certificated form (in respect of the members elected ordinary shares which were in certificated form on the date of the members election).
Unilever Articles of Association | 69 |
Articles
(q) |
by amending Article 147 by the addition of a final sentence: |
The power to fix any such record date shall include the power to fix a time on the chosen date.
(r) |
by amending Article 150: |
(i) by deleting the word other where it occurs in the first and sixth lines;
(ii) by inserting the following words:
or by means of a relevant system between the words member and or in the fourth line.
(s) |
by amending Article 152: |
(i) by deleting the word other where it occurs in the first and fifth lines;
(ii) by the addition of a final sentence:
Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.
(t) |
by amending Article 153 by deleting the word other where it occurs in the first and sixth lines. |
70 | Unilever Articles of Association |
Articles
At an Extraordinary General Meeting of the Company duly convened and held on the 22nd September, 1997, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:
Resolutions
That each Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine.
That, conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:
(a) |
by deleting Article 9 and substituting therefor the following: |
9 |
(i) On 13 October, 1997 the authorised capital of the Company is £136,275,682, divided as follows: |
10,894,054,560 Ordinary Shares of 1.25p each 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.
(ii) The Ordinary Shares of 1.25p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.
(b) |
by amending Article 83 by substituting 1.25p for 5p in the third line. |
Unilever Articles of Association | 71 |
Articles
At the Annual General Meeting of the Company duly convened and held on the 4 May 1999, the following Resolution was duly passed as a Special Resolution:
Resolutions
That, conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on listing of the Companys new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange:
(a) |
the part of the final dividend which comprises the special dividend of 66.13p for each Ordinary Share to be paid to Ordinary Shareholders shown on the register as holders of Ordinary Shares at the close of business on 7 May 1999 and as described in the circular to Ordinary Shareholders produced to the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification be and is hereby declared; |
(b) |
(i) each issued and each authorised but unissued Ordinary Share of 1.25p in the capital of the Company (Existing Ordinary Share) be and is hereby sub-divided into 100 Ordinary Shares of 0.0125p each in the capital of the Company (Intermediate Ordinary Shares); |
(ii) immediately thereafter every 112 of the issued Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a New Ordinary Share) on terms that fractional entitlements to such New Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and
(iii) immediately thereafter, every 112 of the authorised but unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share;
(c) |
the Companys Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following: |
Capital
9 |
(i) On 10 May, 1999 the authorised capital of the Company is £136 275 682, divided as follows: 9 726 834 428 Ordinary Shares of 1.4p each. 100 000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100 000 Deferred Stock. |
(ii) The Ordinary Shares of 1.4p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of Article 135 hereof.
(d) |
the Companys Articles of Association be and are hereby amended by deleting the reference to 11.25p in Article 83 and substituting therefor a reference to 1.4p. |
72 | Unilever Articles of Association |
Articles
At the Annual General Meeting of the Company duly convened and held on the 9 May 2001, the following Resolution was duly passed as a Special Resolution:-
Resolution
That the Articles of Association of the Company be altered by making the amendments set out in Appendix 2 to the Notice of this meeting.
Appendix 2:
1 |
the amendment of article 2 by: |
(i) the addition of the following definitions:
(a) address, in relation to electronic communications, includes any number or address used for the purposes of such communications;;
(b) electronic signature means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;;
(ii) the insertion of the words except by means of an electronic signature after the words executed under hand or under seal or by any other method;
(iii) the insertion of as a new sub-paragraph the words: references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;;
(iv) the insertion of the words including by way of electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion after the words in a legible and non-transitory form;
2 |
the amendment of articles 69 and 72 by the addition of a final paragraph: |
References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.
3 |
the amendment of article 85: |
(i) by deleting the word delivered and inserting the word received in the seventh line;
(ii) by deleting the words delivery of instruments appointing a proxy and inserting the words receipt of appointments of a proxy in writing which are not electronic communications in the eighth line;
(iii) by deleting the words an instrument of proxy and inserting the words such an appointment in the ninth line;
(iv) by deleting the word delivered and inserting the word received in the tenth line;
4 |
the deletion of article 89 and substitution therefor of the following: |
Appointment of proxies
An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it.
In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;
5 |
the deletion of article 90 and substitution therefor of the following: |
Receipt of proxies
The appointment of a proxy must:
(a) |
in the case of an appointment which is not contained in an electronic communication, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; |
(b) |
in the case of an appointment contained in an electronic communication, where an address has been specified for the purposes of receiving electronic communications in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document, be received at such address not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any accompanying document) not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or |
Unilever Articles of Association | 73 |
Articles
(c) |
in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than twenty four hours (or any shorter time specified in such notice) before the time appointed for the taking of the poll, and an appointment of a proxy which is not so received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.; |
6 |
the deletion of article 91 and substitution therefor of the following: |
Validity of proxy
No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.;
7 |
the amendment of article 92: |
(i) by deleting the words Instruments of and inserting the words The appointment of a in the first line;
(ii) by deleting the words instrument of and inserting the words appointment of a in the fourth line;
(iii) by deleting the words instrument of and inserting the words appointment of a in the seventh line;
8 |
the amendment of article 93: |
(i) |
by deleting the words in the United Kingdom and inserting the words or address in the fifth line; |
(ii) |
by deleting the words delivery of instruments and inserting the words receipt of appointments in the sixth line.; |
9 |
the amendment of articles 93, 104, 105, 121, 126 and 129 by inserting a final paragraph: |
In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;
10 |
the deletion of article 95 and substitution therefor of the following: |
Resolution in writing
A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members.
In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;
11 |
the amendment of article 104 by inserting the words or received at after the words delivered to in subparagraph (a); |
12 |
the amendment of article 105: |
(i) by deleting the word executed and inserting the word signed in the fourth line in sub-paragraph A;
(ii) by inserting the words or received at after the words delivered to in the fifth line in sub-paragraph A;
(iii) by deleting the word Execution and inserting the word Signature in the third line in sub-paragraph C;
(iv) by deleting the word execution and inserting the word signature in the fifth line in sub-paragraph C.;
13 |
the amendment of article 129 by deleting the word executed and inserting the word signed in the first line and in the seventh line; |
14 |
the amendment of article 150: |
(i) by inserting the word sent after the word on in the first line;
(ii) by inserting the words or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts after the word system in the fifth line;
(iii) |
by inserting the word sending after the word service in the sixth line; |
(iv) |
by inserting the words or sending after the words service on in the seventh line; |
15 the amendment of article 151:
(i) by deleting the words an address and inserting the words a postal address in the third line;
(ii) by deleting the words upon him at that address but, unless he does so and inserting the words on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom;
16 |
the amendment of article 152: |
(i) by deleting the words by post in the title;
(ii) by inserting the words (other than an address for the purposes of electronic communications) after the word address in the fifth line; and
(iii) by inserting a final paragraph: Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
74 | Unilever Articles of Association |
Articles
At the Annual General Meeting of the Company duly convened and held on the 12th May 2004, the following Resolutions were duly passed as Special Resolutions:
Resolution
That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof.
Appendix 1, Part 2:
1 |
the amendment of article 2 by |
(i) deleting the words but does not include an Advisory Director or Advisory Directors from the definition of the Directors, and
(ii) inserting the following definition in the relevant place in the alphabetical list: Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;;
2 |
the deletion of article 74 and substitution therefore of the following: |
Entitlement to attend and speak
74 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.;
3 |
the amendment of article 77 by inserting the words Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. after the first sentence of the article and before the sentence beginning Subject to the Companies Acts; |
4 |
the deletion of article 97 and substitution therefore of the following: |
Shareholding qualification
97 There shall be no requirement for any Director to hold shares in the capital of the Company.;
5 |
the deletion of article 101 and substitution therefore of the following: |
Persons eligible as Directors
101 No persons shall be eligible to be elected as Directors except such persons as shall:
(A) have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and
(B) have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article.
Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of directors of Unilever N.V..;
6 |
the insertion of a new article 103 as follows and the consequential renumbering of all subsequent articles: |
Provisions if insufficient eligible persons elected
103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but one, of the eligible persons nominated for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.
(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.;
Unilever Articles of Association | 75 |
Articles
7 |
the insertion of a new article 108 (after the article headed Executive Directors which is numbered article 106 in the current articles) as follows and the consequential renumbering of all subsequent articles: |
Non-Executive Directors
Those Directors who do not hold an employment or executive office with the Company pursuant to article 107 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.;
8 |
the deletion of article 107 and substitution therefore of the following (renumbered to take into account the other proposed changes to the articles): |
Directors Remuneration
109 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.;
9 |
the amendment of article 118 by deleting the words Advisory Director, in the article; |
10 |
the insertion of a new article 130 (after the article headed Delegation to committees which is numbered article 127 in the current articles) as follows and the consequential renumbering of all subsequent articles; |
Delegation to Executive Committee
130 (A) Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with the Company pursuant to article 107 (for the purposes of this article executive directors) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee.
(B) The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to article 129.;
11 |
the deletion of articles 132 and 133 (including the headings to these articles) and the heading ADVISORY DIRECTORS above these articles; |
12 |
the amendment of article 134 by deleting the words Article 127 and inserting the words articles 129 and 130 in their place in this article; and |
13 |
the renumbering of the articles and relevant crossreferences to take into account the changes set out above. |
76 | Unilever Articles of Association |
Articles
Resolution
That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting.
Appendix 2, Part 2:
1 |
the amendment of article 3 by deleting the word Board and inserting the word Directors in its place in the first paragraph; |
2 |
the amendment of article 11 by |
(i) inserting the words (excluding any shares of that class held as treasury shares) after the words three-fourths of the issued shares of that class and after the words one-third of the capital paid up on the issued shares of the class in paragraph (A) of that article, and
(ii) inserting the words (but excluding any shares held as treasury shares) after the words one-half in nominal value of the entire issued share capital for the time being of the Company in paragraph (C) of that article;
3 |
the amendment of article 44 by inserting the words (excluding any shares held as treasury shares) after the words may convert any paid-up shares in the first sentence of that article; |
4 |
the amendment of articles 56 and 145 by deleting the words The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited and inserting the words the London Stock Exchange plc in their place in the first paragraph of article 56 and paragraph (b) of article 145; |
5 |
the amendment of article 56 by |
(i) inserting the word and at the end of paragraph (iv),
(ii) deleting , and at the end of paragraph (v) and inserting a full stop in its place, and
(iii) deleting paragraph (vi);
6 |
the amendment of article 72 by inserting the words and entitled to vote after the words in person or by proxy in both places where they appear in the article; |
7 |
the amendment of article 75 by inserting the words entitled to vote after the words it appears to him that (a) the members in paragraph (A) of that article; |
8 |
the amendment of article 110 by inserting the words (calculated exclusive of any shares of that class of that company held as treasury shares) after the words equity share capital of that company in the first sentence of paragraph (G) of that article; |
9 |
the amendment of article 144 by |
(i) inserting : (i) after the words but so that, for the purposes of this article in the article, and
(ii) deleting the full stop at the end of the article and inserting in its place the words , and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. at the end of the article;
10 |
the amendment of article 145 by inserting the words (excluding any member holding shares as treasury shares) after the words offer the holders of Ordinary Shares in the first paragraph of that article; |
11 |
the amendment of article 156 by inserting the words (excluding any member holding shares as treasury shares) after the words the assets available for distribution amongst the members in the article; |
12 |
the amendment of article 158 by |
(i) removing the words or auditor in the first sentence and the words , and if the Directors so determine an auditor may be indemnified, and , or as auditor, in the second sentence of the article, and
(ii) inserting a new sentence at the end of the article as follows: For the purpose of this article the terms Director or officer shall include any former Director or officer of the Company.; and
13 |
to the extent necessary, the renumbering of the articles and relevant cross-references to take into account the changes set out above. |
Unilever Articles of Association | 77 |
Articles
At the Annual General Meeting of the Company duly convened and held on the 11th May 2005, the following Resolutions were duly passed as Special Resolutions:
Resolution
1 |
THAT the Articles of Association be altered by making the following amendments provided that this resolution will only become effective if resolution 5 as set out in the Notice of Annual General Meeting of Unilever N.V. dated 24 March 2005 was approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. held on Tuesday 10 May 2005 in Rotterdam, the Netherlands, or at any adjournment thereof: |
(a) the words any employment or which follow the words its body to hold in article 107 be deleted;
(b) the words Managing Director in article 107 be replaced by the words Group Chief Executive;
(c) the words an employment or which follow the words do not hold in article 108 be deleted;
(d) the words , where appropriate, be inserted following the word recognising and before the words that it is not in article 108; and
(e) article 130 be deleted and the following substituted therefor:
Delegation to Group Chief Executive
130 The Board may entrust to and confer upon the Group Chief Executive any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.
2 |
THAT article 159 be deleted and the following substituted therefor: |
Indemnification of Directors
Subject to the provisions of the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. For the purpose of this article the term Director shall include any former Director of the Company.
78 | Unilever Articles of Association |
Articles
At the Annual General Meeting of the company duly convened and held on 9 May 2006, the following resolutions were duly passed as Special Resolutions:
Resolution
1 |
THAT, conditional upon the admission of the issued new Ordinary shares (as defined below) to the Official List of the UK Listing Authority becoming effective, upon listing of the Companys new American Depositary Receipts arising on consolidation on the New York Stock Exchange, upon the resolutions in relation to a share capital sub-division by Unilever N.V. as described in the Notice of Meeting dated 29 March 2006 convening the Annual General Meeting of Unilever N.V. being passed, upon the new Unilever N.V. Ordinary shares arising as a result of the sub-division referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and upon the new Unilever N.V. depositary receipts arising as a result of such sub- division being admitted to listing on the Amsterdam Stock Exchange: |
(a) all the Ordinary shares of 1.4 pence each in the capital of the Company which at 6.00 pm on 19 May 2006 (or such other time and date as the Directors of the Company may determine) which are shown in the books of the Company as authorised, whether issued or unissued, shall be sub-divided into new Ordinary shares of 7/45 pence each in the capital of the Company (the Intermediate Ordinary Shares);
(b) immediately thereafter, all Intermediate Ordinary Shares that are unissued shall be consolidated into new Ordinary shares of 31/9 pence each in the capital of the Company (the Unissued New Ordinary Shares) provided that, where such consolidation would otherwise result in a fraction of an Unissued New Ordinary Share, that number of Intermediate Ordinary Shares which would otherwise constitute such fraction shall be cancelled pursuant to section 121(2)(e) of the Companies Act 1985;
(c) immediately thereafter, all Intermediate Ordinary Shares that are in issue shall be consolidated into new Ordinary shares of 31/9 pence each in the capital of the Company (the New Ordinary Shares), provided that, where such consolidation results in any shareholder being entitled to a fraction of New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Share to which other shareholders of the Company may be entitled and the Directors of the Company be and are hereby authorised in accordance with the Companys Articles of Association to sell (or appoint any other person to sell), on behalf of the relevant shareholders, all the New Ordinary Shares representing such aggregated fractions at the best price reasonably obtainable to any person and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument
of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things as the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares;
(d) the Companys Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following:
(i) On the 9th May 2006 the authorised capital of the Company is £136,275,682, divided as follows: 4,377,075, 492 Ordinary Shares of 31/9 pence each and 100,000 Deferred Shares of £1 each, all of which Deferred Shares have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 31/9 pence each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 136 hereof., and
(e) the Directors be authorised to agree to modify the Agreement dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951 and 21 December 1981) with Unilever N.V. of the Netherlands known as the Equalisation Agreement by replacing all references therein to Fl.12 with references to EUR 0.16 and by replacing all references therein to £1 with references to 31/9 pence and to make certain other minor modifications as reflected in the form of Equalisation Agreement Amendment Agreement produced to the meeting and for the purposes of identification signed by the Chairman thereof (subject to any non-material changes as may be approved by the Director(s) executing the Equalisation Agreement Amendment Agreement).
Unilever Articles of Association | 79 |
Articles
2 |
THAT the Companys Articles of Association be and are hereby amended by: |
(a) deleting article 11(C) and substituting therefor the following:
Any alteration of the rights set out in article 101 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected (without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two- thirds of such members as being entitled to vote at such meeting vote thereat in person or by proxy, such majority comprising the holders of not less than one- half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the number of votes to which each member is entitled by virtue of these articles.
(b) deleting article 99 and substituting therefor the following:
Retirement of Directors
99 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general meeting of Unilever N.V. (whichever is the later).
(c) deleting article 101 and substituting therefor the following:
Persons eligible as Directors
101 No person shall be eligible to be elected as a Director unless:
(A) he is recommended by the Board; or
(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts.
Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective:
(i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or at any adjournment thereof; or, as the case may be
(ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any adjournment thereof (and, if such a resolution is not passed, such appointment shall no longer be capable of becoming effective).
The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.
(d) deleting article 102 and substituting therefor the following:
Provisions if no eligible persons available
102 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with article 101 or if the number of persons so eligible is less than the minimum number for the time being in force under article 96 then the retiring Directors (other than those eligible for re- election under article 101) or so many of them as shall be willing to offer themselves for reelection shall be deemed to be eligible for election under article 101 as Directors or Director for the succeeding year.
(e) deleting article 103 and substituting therefor the following:
Provisions if insufficient eligible persons elected
103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re- election of all, or all but the minimum number for the time being in force under article 96, of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purposes of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.
(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.
3 |
That article 109 of the Companys Articles of Association be and is hereby amended by deleting the amount of £600,000 and inserting the amount of £1,500,000 in its place. |
80 | Unilever Articles of Association |
Articles
At the Annual General Meeting of the company duly convened and held on 16th May 2007, the following Resolutions were duly passed as Special Resolutions:
Resolution
1 |
THAT the Companys Articles of Association be and are hereby amended by: |
(a) deleting the definition of address below the definition of electronic signature in Article 2;
(b) adding the following sentence to the end of Article 90(c) after the words, in respect of that share. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications but, because of a technical problem, it cannot be read by the recipient.;
(c) adding the following sentences to the end of Article 151 after the words, sending or delivering to all the joint holders. If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communications. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communications shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which is was sent.;
(d) adding the following sentence to Article 154 after the end of the first sentence which ends with the words, his registered address. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purposes of the electronic communication for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share. The wording of the article will then continue with, Except where there is a person entitled by transmission to a share;
(e) deleting Article 155(A) and substituting therefor the following: 155(A) if at any time by reason of the suspension or curtailment of postal services or of the relevant electronic communication system within the United Kingdom the Company is unable effectively to convene a general meeting by notice sent through the post or by electronic communications, a general meeting may be convened by notice advertised in at least two daily newspapers with a national circulation in the United Kingdom and in that event the notice shall be deemed to have been served on all members and persons entitled by transmission who are entitled to have notice of the meeting served upon them on the day when the advertisement appears. If at least six
clear days prior to the meeting the posting of notices or sending by electronic communications to addresses through the United Kingdom has again become practicable, the Company shall send confirmatory copies of the notice by post or by electronic communications to the persons entitled to receive them.;
(f) deleting the words On the 9th May 2006 the authorised capital of the Company is £136 275 682 in Article 9 of the Companys Articles of Association and replacing them with On the 22nd May 2006 the authorised capital of the Company was £136 275 682; and
(g) deleting the amount of 1.4p in Article 83 and inserting 31/9 p in its place.
2 |
THAT Article 109 of the Companys Articles of Association be and is hereby amended by deleting 1 500 000 and inserting £2 000 000 in its place. |
Unilever Articles of Association | 81 |
Articles
At the Annual General Meeting of the company duly convened and held on 14th May 2008, the following Resolution was duly passed as a Special Resolution:
Resolution
1 |
THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association. |
At the Annual General Meeting of the company duly convened and held on 12th May 2010, the following Resolution was duly passed as a Special Resolution:
Resolution
1 |
THAT |
(a) the Articles of Association of the Company be amended by deleting all the provisions of the Companys Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Companys Articles of Association; and
(b) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
82 | Unilever Articles of Association |
Articles
At the Annual General Meeting of the company duly convened and held on 11th May 2011, the following Resolution was duly passed as a Special Resolution:-
Resolution
1 |
THAT Article 111 of the Companys Articles of Association be replaced by the following: |
Power to borrow money and give security
111 |
(A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Relevant Proportion of the Adjusted Capital and Reserves of the Unilever Group. |
(B) For the purposes of this article
(i) Borrowings means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:-
(a) borrowings by the Company from any subsidiary,
(b) borrowings by any subsidiary from another subsidiary or from the Company,
(c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees,
(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to
(e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and
(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.
(ii) Adjusted Capital and Reserves means the aggregate for the Unilever Group of:-
(a) the amount paid up or credited as paid up on the issued share capital of the Company and Unilever N.V.,
(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained earnings, and
(c) the amounts standing as attributed to outside interest all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company and/or Unilever N.V. since the date of such audited accounts.
(iii) Unilever Group means the Company, Unilever N.V. and their subsidiaries and subsidiary undertakings.
(iv) Relevant Proportion means the aggregate dividends to be paid on the Ordinary share capital of the Company from time to time divided by the aggregate dividends to be paid on the Ordinary share capitals of both the Company and Unilever N.V. from time to time, in each case, in accordance with the Equalisation Agreement referred to in Article 3.
(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves and the Relevant Proportion shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.
No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.
Unilever Articles of Association | 83 |
Articles
At the Annual General Meeting of the Company duly convened and held on 9th May 2012, the following Resolution was duly passed as a Special Resolution:-
Resolution
1. |
THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association. |
84 | Unilever Articles of Association |
For further information about
Unilever please visit our website:
www.unilever.com
UNILEVER PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales
Company Number: 41424
Exhibit 2.2
EXECUTION VERSION
Dated 26 November 2020
UNILEVER N.V.
and
UNILEVER PLC
and
UNILEVER JAPAN HOLDINGS K.K.
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
SUPPLEMENTAL TRUST DEED
relating to certain series of Notes issued by Unilever PLC pursuant to the U.S.$15,000,000,000
Debt Issuance Programme as set out in the Schedule
Ref: L-294827
Linklaters LLP
This Supplemental Trust Deed is made this 26 day of November, 2020 by:
(1) |
UNILEVER N.V., a public limited liability company incorporated under the laws of The Netherlands whose corporate seat is in Rotterdam, The Netherlands having its registered office at Weena 455, PO Box 760, 3000 DK Rotterdam, The Netherlands and registered with the Dutch Trade Register of the Chamber of Commerce under number 24051830 (NV); |
(2) |
UNILEVER PLC, a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom (PLC); |
(3) |
UNILEVER JAPAN HOLDINGS K.K., a company incorporated under the laws of Japan, whose registered office is at 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan (UJH); |
(4) |
UNILEVER UNITED STATES, INC., a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America (UNUS); and |
(5) |
THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the Trustee). |
Whereas:
(A) |
PLC has issued the notes set out in the Schedule to this Supplemental Trust Deed (each a Series and together, the Notes) as constituted by the trust deed dated 22 July 1994 made between NV, PLC and UJH as issuers, PLC, NV and UNUS as guarantors and the Trustee (such trust deed, as amended and restated or supplemented in accordance with its terms as at the issue date of the relevant Series, the relevant Trust Deed). |
(B) |
On 26 November 2020, Unilever Finance Netherlands B.V., a private company with limited liability incorporated under the laws of The Netherlands whose corporate seat is in Rotterdam, The Netherlands having its registered office at Weena 455, 3013 AL Rotterdam, The Netherlands was incorporated pursuant to a Dutch statutory demerger (juridische splitsing) of NV (the NV Demerger). |
(C) |
On or around 29 November 2020, pursuant to the Companies (Cross-Border Mergers) Regulations 2007 (for English law purposes) and the Dutch Civil Code (Burgerlijk Wetboek) (for Dutch law purposes), NV and PLC will merge by way of a cross-border merger carried out as a merger by absorption (the Cross-Border Merger) whereby PLC will acquire all the assets, liabilities and legal relationships of NV under universal succession of title and NV will cease to exist (the Cross-Border Merger and the other implementation steps related thereto pursuant to which PLC will become the sole parent company of the Unilever group referred to herein as Unification). |
(D) |
Pursuant to Extraordinary Resolutions passed by holders of each Series of the Notes, the Noteholders have agreed to (i) the release of NV from its obligations as a guarantor under the Notes and the relevant Trust Deed (the Guarantor Release), (ii) certain amendments to the terms and conditions of the relevant Series which will be effected and implemented pursuant to this Supplemental Trust Deed and (iii) direct the Trustee to waive any Default which has arisen or would otherwise arise in respect of the Notes as a result of or in connection with any or all of the NV Demerger, the Unification, the Guarantor Release or the Cross-Border Merger pursuant to a waiver letter dated 22 July 2020. |
2
(E) |
The guarantee provided by UNUS in respect of the Notes will continue to remain in full force and effect. |
(F) |
This Supplemental Trust Deed is supplemental to the relevant Trust Deed in respect of each Series. |
Now therefore this Supplemental Trust Deed witnesseth and it is hereby declared as follows:
1 |
Definitions and Interpretation |
1.1 |
To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the relevant Trust Deed shall apply to and be incorporated in this Supplemental Trust Deed (including the recitals hereto). |
1.2 |
The relevant Trust Deed and this Supplemental Trust Deed shall henceforth be read and construed together as one trust deed in respect of the Notes only. |
1.3 |
References herein to the 2019 Trust Deed Notes are to the 650,000,000 1.500 per cent. Notes due June 2039 issued by PLC and guaranteed by NV and UNUS (ISIN: XS2008925344) and the £500,000,000 1.500 per cent. Notes due July 2026 issued by PLC and guaranteed by NV and UNUS (ISIN: XS2008921277). |
1.4 |
References herein to the 2019 Trust Deed are to the trust deed dated 22 July 1994 as supplemented by the Twenty Second Supplemental Trust Deed dated 15 May 2019 made between NV, PLC, UNUS and the Trustee. |
2 |
Release of obligations of NV as Guarantor |
With effect from the date hereof, NV is hereby released from all its obligations, undertakings and covenants as guarantor under the relevant Trust Deeds and the Notes.
All references to the Guarantors and the relevant Guarantors in the relevant Conditions and the relevant Trust Deeds shall be deemed to be references to UNUS only.
3 |
Continuing guarantee |
UNUS hereby confirms that the guarantees provided by it in respect of the Notes will continue to remain in full force and effect following the execution of this Supplemental Trust Deed.
4 |
Additional amendments to the relevant Conditions |
4.1 |
Condition 4 of the relevant Conditions is hereby amended as follows: |
4 |
Negative Pledge |
So long as any Notes remain outstanding (as defined in the Trust Deed),
PLC neither N.V. nor
PLC will not create or have outstanding any mortgage,
charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in
respect thereof) unless the Notes and the Coupons shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security
for the Notes and Coupons shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be
3
approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders provided that the restriction contained in this Condition shall not apply to:
(i) |
any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and |
(ii) |
any security over assets of |
For the purposes of this Condition:
Indebtedness means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and
substantial means, in
relation to each of N.V. and PLC, an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of N.V., PLC and its their group companies (being those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts) (the Unilever
Group, and any company within the Unilever Group being referred to herein as a Group Company), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the
Unilever Group. A report by the auditors of PLC Auditors (as defined in
the Trust Deed) that, in their opinion, (1) the amounts shown in a certificate provided by N.V.
and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the
Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has
been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
4.2 |
In respect of all Series of Notes other than the 2019 Trust Deed Notes, Condition 7(h) of the relevant Conditions is hereby amended as follows: |
7(h) Purchase of Notes
The Issuer, each Guarantor and any other Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike.
4.3 |
In respect of all Series of Notes other than the 2019 Trust Deed Notes, Condition 10(A) of the relevant Conditions is hereby amended as follows: |
10 Repayment Upon Event of Default
(A) |
The following events or circumstances (each, a Default) shall be acceleration events in relation to the Notes of a Series: |
(a) |
there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or |
4
(b) |
there is a default in the performance or observance by |
(c) |
(i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less
than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of |
(d) |
an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or
dissolution of |
(e) |
|
(f) |
an administrative receiver or other receiver, trustee, assignee or like officer is appointed of |
5
|
a trustee in bankruptcy (curator) is appointed by the District Court in the event of bankruptcy (faillissement) affecting the whole or a substantial part of the undertaking
or assets of New NV or New SubN.V. and such appointment is not discharged within 30 days; or;
(g) |
a distress or execution is levied or enforced upon or sued out against a substantial part of the assets of |
for any reason the guarantee of
either N.V. or PLC in respect of the Notes ceases to be in full force and effect.
For the purposes of paragraphs (f) and
(hg) the expression
a substantial part means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to
the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of PLC the relevant company that, in their opinion, (i) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current
assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of
that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
4.4 |
In respect of the 2019 Trust Deed Notes only, Condition 10(A) of the relevant Conditions is hereby amended as follows: |
10 Repayment Upon Event of Default
(A) |
The following events or circumstances (each, a Default) shall be acceleration events in relation to the Notes of a Series: |
(a) |
there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or |
(b) |
there is a default in the performance or observance by |
6
(c) |
(i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less
than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of |
(d) |
an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or
dissolution of |
(e) |
|
(f) |
an administrative receiver or other receiver, trustee, assignee or like officer is appointed of the whole or a
substantial part of the undertaking or assets of PLC |
(g) |
|
(h) |
a distress or execution is levied or enforced upon or sued out against a substantial part of the assets of |
7
any encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of |
(i) |
|
For the purposes of
paragraphs (f) and (h) the expression a substantial part means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and
such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of
PLC the relevant
company that, in their opinion, (i) the amounts shown in a certificate provided by N.V. and
PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the
Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has
been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
4.5 |
In respect of all Series of Notes other than the 2019 Trust Deed Notes, the fourth and fifth paragraphs of Condition 15 of the relevant Conditions are hereby amended as follows: |
The Trustee may also agree, subject to
certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the
Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of anythe Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that the Guarantor. It is a
condition of any such substitution that such Notes, Receipts and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by N.V. (except where N.V. is the new principal debtor), PLC (except where PLC is the new principal debtor) and UNUS (except where UJH is the new principal debtor) UNUS.
So long as any Notes remain outstanding (as defined in the Trust Deed), neither UJH nor N.V. nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company
(except where UJH, N.V. or PLC, as the case may be, is the continuing company) unless that other
company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes, Receipts and the Coupons (if any) appertaining thereto and the Trust Deed in place of UJH or, as the case may be, N.V. or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with.
4.6 |
In respect of the 2019 Trust Deed Notes only, the fourth and fifth paragraphs of Condition 15 of the relevant Conditions are hereby amended as follows: |
The Trustee may also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as
8
defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution in accordance with (i) above that such Notes and Coupons (if any)
relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by N.V. (except where N.V. is
the new principal debtor), PLC (except where PLC is the new principal debtor) and UNUS.
So long as any Notes remain outstanding (as defined in the Trust Deed), neither N.V. nor PLC will
not merge with, or transfer all or substantially all of its assets or undertaking to, another company (except
where, N.V. or
PLC, as the case may be, is the continuing company) unless that other company agrees, in form and
manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes and the Coupons (if any) appertaining thereto and the Trust Deed in place of
N.V. or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied
with.
5 |
Amendments to the relevant Trust Deeds |
5.1 |
The definition of Auditors in the relevant Trust Deeds is hereby deleted. |
5.2 |
The definition of Group Company in the relevant Trust Deeds is hereby replaced with the following: |
Group Company has the meaning set out in the Conditions.
5.3 |
The definition of Guarantee in the relevant Trust Deeds is hereby replaced with the following: |
Guarantee means the guarantee contained in these presents pursuant to which the Notes are guaranteed, unconditionally and irrevocably, by UNUS.
5.4 |
In respect of each relevant Trust Deed other than the 2019 Trust Deed, Clause 17(B)(i)(c) of each such relevant Trust Deed is hereby replaced with the following: |
in the case of a substitution of a new principal debtor, an unconditional and irrevocable
guarantee of (a) N.V. and PLC or, (b) where N.V. or PLC becomes the principal debtor, PLC or, as the case may be, N.V. and UNUS (in each
case), shall have been given by PLC and (except where UJH is the new principal debtor) UNUS in form and substance satisfactory to the Trustee of the payment of all moneys payable by the Substituted Company under these presents, the Notes, the Receipts and the Coupons;
5.5 |
In respect of the 2019 Trust Deed only, Clause 17(B)(i)(c) is hereby replaced with the following: |
in the case of a substitution of a Group Company Substitution only, an unconditional and irrevocable guarantee of (a) N.V. and PLC or, (b) where N.V. or PLC becomes the principal debtor, PLC or, as the case may be, N.V. and UNUS (in each case), shall have been given by PLC and (except where UJH is the new principal debtor) UNUS in form and substance satisfactory to the Trustee of the payment of all moneys payable by the Substituted Company under these presents, the Notes and the Coupons;
5.6 |
In respect of each relevant Trust Deed other than the 2019 Trust Deed, Clause 17(C)(ii) of the relevant Trust Deed is hereby replaced with the following: |
where the New Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other
9
than, in the case of N.V., The Netherlands, in the case
of PLC, the United Kingdom, in the case of UJH, Japan or, in the case of any previous substitute under this Clause, the applicable territory, undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of
Condition 9 with the substitution for the references to The Netherlands, the United Kingdom, Japan or
such territory, as the case may be, of references to the territory or territories in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject generally and in the event of any such undertaking or
covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(c) shall be amended accordingly;
5.7 |
In respect of the 2019 Trust Deed only, Clause 17(C)(ii) is hereby replaced with the following: |
where the New Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing
jurisdiction of, or of any authority in, a territory or territories other than, in the case of N.V., The Netherlands, in the case of PLC, the United Kingdom or, in the case of any previous substitute under this Clause, the applicable territory, undertakings or covenants shall be given by the New Company in terms corresponding to
the provisions of Condition 9 with the substitution for the references to The Netherlands, the United
Kingdom or such territory, as the case may be, of references to the territory or territories in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject generally and in the event of any such
undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly;
5.8 |
References to N.V. or PLC and N.V. and PLC in Clause 17(C) of each relevant Trust Deed are hereby replaced with references to PLC. |
5.9 |
References to N.V. or PLC in Clause 18(A) of each relevant Trust Deed are hereby replaced with references to PLC. |
5.10 |
References to N.V. or PLC or any of their respective group companies in Clause 21 of each relevant Trust Deed are hereby replaced with references to PLC or any of its group companies. |
5.11 |
References to N.V. or PLC in Clause 22 of each relevant Trust Deed are hereby replaced with references to PLC. |
6 |
Notice to Noteholders |
PLC hereby covenants with the Trustee that, as soon as practicable, and not later than 14 days after the date hereof it shall give, or procure to be given, notice of the entry into this Supplemental Trust Deed to the Noteholders (in a form previously approved by the Trustee) in accordance with Condition 14.
7 |
Counterparts |
This Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Trust Deed by signing any such counterpart.
10
8 |
Rights of Third Parties |
The parties to this Supplemental Trust Deed do not intend that any term of this Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Supplemental Trust Deed.
9 |
Governing Law |
This Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England.
10 |
Jurisdiction |
In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Trust Deed) NV, PLC, UJH and UNUS severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising hereunder may be brought in such courts.
Nothing contained in this Clause shall limit any right to take proceedings against NV, PLC, UJH and UNUS in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of NV, PLC, UJH and UNUS irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the relevant Trust Deed for the time being of PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of PLC or such other official of PLC as NV, UJH, or UNUS may have notified in writing to the Trustee and the Trustee shall from time to time have approved.
11
In witness whereof this Supplemental Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
EXECUTED as a DEED by
R.C. Hazell as attorney for |
/s/ R.C. Hazell
|
|||
UNILEVER PLC
in the presence of:
/s/ M.J. Hazell |
||||
Witnesss signature | ||||
Name Mrs. M.J. Hazell | ||||
Address 100 Victoria Embankment London EC4Y 0HQ |
||||
Occupation | ||||
EXECUTED as a DEED by UNILEVER N.V. (having its corporate seat in Rotterdam, The Netherlands) acting by Sebastiaan de Buck in the capacity as Duly Authorised Attorney under its authority acting by: |
/s/ Sebastiaan de Buck
|
|||
EXECUTED as a DEED by the said UNILEVER JAPAN HOLDINGS K.K.
acting by R.C. Hazell under its authority: |
/s/ R.C. Hazell
|
Signature page to the Supplemental Trust Deed
EXECUTED as a DEED by the said UNILEVER UNITED STATES, INC.
acting by Natalia Cavaliere under its authority: |
/s/ Natalia Cavaliere
|
Signature page to the Supplemental Trust Deed
Schedule to the Supplemental Trust Deed
ISIN |
Description |
|
XS1560644830 |
£350,000,000 1.125 per cent. Notes due February 2022 |
|
XS1684780031 |
£250,000,000 1.375 per cent. Notes due 15 September 2024 |
|
XS2008921277 |
£500,000,000 1.500 per cent. Notes due July 2026 |
|
XS1684780205 |
£250,000,000 1.875 per cent. Notes due 15 September 2029 |
|
XS2008925344 |
650,000,000 1.500 per cent. Notes due June 2039 |
Exhibit 4.1
Alan Jope
c/o Unilever PLC
Dear Alan,
UNILEVER SERVICE AGREEMENT
On 11 June 2020, Unilever announced plans to unify its dual-parent holding company structure and establish a single parent company, Unilever PLC (Unification), to be implemented through a cross-border merger between Unilever PLC and Unilever N.V. (the Cross-Border Merger).
Further to our recent discussions, we are pleased to confirm your new terms and conditions of appointment and employment as set out below (the Agreement), took effect on 29 November, 2020 the date on which Unification took place (the Unification Date). Please review this Agreement and, once you are happy with it, sign and return the enclosed duplicate as instructed.
1 |
BACKGROUND |
(A) |
You are currently a director of both Unilever PLC and Unilever N.V.. |
(B) |
With effect from the Unification Date you will cease to be a director of Unilever N.V.. |
(C) |
We have agreed to enter into this Agreement to record the terms on which you will continue to serve Unilever PLC with effect from the Unification Date. |
2 |
SUMMARY OF KEY TERMS |
Your reward package and other key elements are set out below, and provided on the basis set out in the rest of the Agreement.
1
KEY NON-REWARD TERMS | ||
Employer: | Unilever PLC (registered in England with no. 41424) whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD. | |
Role: | Chief Executive Officer | |
Country: | England, UK | |
Normal office address: | 100 Victoria Embankment, London EC4Y 0DY. | |
Notice period: |
Not less than 12 months prior written notice from Unilever to you.
Not less than 6 months prior written notice from you to Unilever. |
|
Restricted Period: | 12 months | |
Restrictive covenants: |
Non-competition.
Non-solicitation/dealing: customers and suppliers.
Non-poaching of staff. |
|
Date on which this Agreement takes effect: | The Unification Date | |
Start date of your continuous employment with Unilever Group: | 15 August 1985 |
3 |
YOUR EMPLOYMENT AND ROLE AT UNILEVER PLC |
3.1 |
Role. You are employed by Unilever PLC as a member of the Unilever Leadership Executive in the role set out in Clause 2. As you know, roles can evolve, and Unilever PLC may reasonably vary your duties and the content of your role from time to time in the interests of the efficient running of the business, and require you to take on duties reasonably appropriate to your position, abilities and experience. We expect you to carry out your duties to the highest professional and ethical standards, and to satisfactorily complete any training or development required to fulfil your role. |
3.2 |
Working time. You will be expected to manage your time and work to undertake the job effectively. Accordingly, you are required to work such hours as are necessary for the proper performance of your duties, and devote the whole of your professional time, attention and abilities to carrying out your duties under this Agreement. You should act at all times in the best interests of the Unilever Group (as defined below). |
3.3 |
Duties. You: |
(a) |
acknowledge that you are a fiduciary of Unilever PLC (and/or other Unilever Group members), and agree that you will at all times act in good faith, carry out your duties honestly, faithfully and to the best of your ability, comply with all lawful instructions, regulations and policies from time to time, and use your best endeavours to promote the interests of the Unilever Group; |
2
(b) |
will accept any offices or directorships as Unilever PLC may reasonably require, without any additional remuneration; |
(c) |
will inform Unilever PLC immediately of any act or omission of yours which constitutes a breach of this Agreement, and of any act or omission of any other staff member of the Unilever Group of which you become aware that constitutes, or might reasonably constitute, a breach of the duties owed by that individual; |
(d) |
will report to the Board as requested, and promptly provide any information, explanations and assistance requested regarding the business and affairs of Unilever PLC, the Unilever Group and any related matters; |
(e) |
will devote the whole of your working time, attention and skill to your role with Unilever PLC; |
(f) |
will properly perform your duties and exercise your powers; |
(g) |
will carry out your duties honestly, faithfully, to the best of your ability and at all times in compliance with the Unilever Code of Business Principles; |
(h) |
will comply with all rules, requirements, codes and regulations imposed or recommended from time to time by any industry or regulatory body relevant to your role and to the business of the Unilever Group; |
(i) |
will comply with all statutory, fiduciary or common law duties to Unilever PLC; |
(j) |
will do such things as are necessary to ensure compliance by you and Unilever PLC with the UK Corporate Governance Code (as amended from time to time) to the extent required by such Code; |
(k) |
will 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; |
(l) |
will comply with all rules, policies and regulations issued by Unilever PLC whether or not contained in a company handbook including but not limited to the relevant anti-corruption/bribery and compliance policies; |
(m) |
will comply with personal shareholding requirements and clawback and malus provisions applicable to variable remuneration as set out in your reward letter from time to time; |
(n) |
will comply with the directions of the Board; |
(o) |
will use your best endeavours to promote the interests and reputation of each and every company in the Unilever Group; and |
(p) |
will not do anything that would cause you to be disqualified from acting as a director or have a negative impact on your own reputation or the reputation of any company in the Unilever Group. |
3.4 |
Governance/compliance. Good governance and compliance is essential to how we operate. It is therefore important that you comply with all relevant Unilever PLC/Unilever Group rules, policies/standards, procedures and lawful instructions in force from time to time, including without limitation the Unilever Code and related Code Policies (as defined in Clause 18.1 below). Some key policies/standards in particular are referenced in this Agreement, and for |
3
your convenience a list of these is set out in Schedule A (with further details available on the Unilever intranet). Unless expressly stated otherwise, any such rules, policies/standards, procedures, instructions and Code/Code Policies do not form part of your terms and conditions of employment, and may be amended or withdrawn by Unilever PLC in its sole discretion at any time (so references to policies/standards in this Agreement should be read as references to such items as amended, supplemented or replaced from time to time). If appropriate, any breach of them by you may result in disciplinary action being taken against you (potentially up to and including the summary termination of your employment, if appropriate). |
3.5 |
Mandatory rules. Any payments, awards or benefits (or other arrangements) offered or made to you in connection with your employment, Directorship and/or termination thereof are and remain subject to any law, regulation, and regulatory guidance from time to time applicable, including any Remuneration Policy. Unilever PLC is only authorised to make payments and awards to you which are within the terms of the Remuneration Policy. Any other payment or award shall require the express approval of Unilever PLCs shareholders, and Unilever PLC will not be obliged to seek the approval of its shareholders in general meeting for any such payments or awards (or any other benefits or arrangements which would not otherwise be permitted by the Remuneration Policy). |
4 |
YOUR APPOINTMENT AND SERVICE AS A DIRECTOR |
4.1 |
You acknowledge and agree that, as a Director of Unilever PLC: |
(a) |
your duties shall include those of the duties set out in Clause 3.3 applicable to a Director of a company listed in the United Kingdom or the Netherlands (as relevant); and |
(b) |
your 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 Unilever PLC. |
5 |
LOCATION |
5.1 |
Country. Your Country for these purposes is the country of your normal place of work from time to time, as set out in Clause 2 (your Country). In order to fulfil your duties you may be required to travel to and work at other offices and locations both within and outside your Country in the proper performance of your duties. If necessary, and with appropriate notice, it may be necessary for you to relocate to another location on a temporary or permanent basis as Unilever PLC may from time to time reasonably require (although to avoid doubt, nothing in this clause requires you to relocate to another country at Unilever PLCs request without your consent). |
5.2 |
Immigration and residence. Your employment is at all times conditional on you having, and keeping, the right to work in your Country (and in any other country to which you may relocate further to Clause 5.1 above). If circumstances arise that might lead to your losing that right, you must notify Unilever PLC as soon as possible. |
4
6 |
FIXED AND VARIABLE PAY |
6.1 |
Fixed Pay. Your annual Fixed Pay is set out in Clause 2, and will normally be paid in equal monthly instalments in arrears by direct transfer to your bank account, subject to any tax, social security, and other deductions required by law or the terms of this Agreement. |
6.2 |
Annual bonus. You are eligible to participate in Unilever PLCs discretionary annual bonus plan, in accordance with and subject to its rules and the remainder of this Clause 6. Any discretionary bonus payment is based on Fixed Pay and made to you at Unilevers sole discretion; you have no contractual entitlement to receive any discretionary bonus payment, and any such payment in one year does not entitle you to receive one in subsequent years. |
6.3 |
MCIP. You are eligible to participate in the Unilever Share Plan 2017 (which we refer to here as the MCIP), in accordance with and subject to its rules and the remainder of this Clause 6. Clause 1 sets out the minimum and maximum percentage of annual bonus that you can currently choose to invest in Unilever shares via the MCIP. |
6.4 |
General conditions relating to variable pay. Your eligibility for or entitlement to any bonus, share award or other element of variable pay (including but not limited to those set out in Clauses 6.2 and 6.3 above) is conditional on and subject to: |
(a) |
the Unilever Remuneration Policy, the rules of the relevant plan (which may provide that a payment or award may be cancelled, reduced, withdrawn or subject to repayment in certain circumstances, and which will generally require you to still be in employment with Unilever PLC on the relevant date of vesting/payment); |
(b) |
your performance being in Unilever PLCs reasonable opinion satisfactory as at the relevant date of vesting/payment; and |
(c) |
your ongoing compliance with your obligations in Clauses 12 (Confidentiality), 13 (Intellectual Property) and 14 (Restrictive Covenants) of this Agreement (and if Unilever PLC reasonably determines that you have breached any of those obligations, including those that apply after your employment has ended, any award/payment that has not vested/been paid as at the date of the breach will be forfeited and will, at Unilever PLCs discretion, lapse accordingly). |
6.5 |
Reward framework. We keep our reward framework under constant review to ensure that it continues to drive business goals and deliver value for the Unilever Group. Accordingly, Unilever PLC will review your pay arrangements on a regular basis and Clause 2 may be updated accordingly (although any such review does not oblige Unilever PLC to grant any increase). Unilever PLC may also amend, replace or discontinue the arrangements in Clause 6.2, Clause 6.3 and/or any other variable pay plan at its discretion from time to time, without obligation to provide any equivalent or compensation for any loss of variable pay, and, in particular, the variations to the remuneration terms set out in Schedule B (New Remuneration Structure) shall apply if the conditions set out in Schedule B are satisfied (although to avoid doubt any historic variable pay awards, including under the Unilever Share Plan 2017, will continue to be treated in accordance with the relevant plan rules). |
6.6 |
Deductions. During your employment and upon its termination, we may need to deduct certain amounts from your pay. You therefore agree that Unilever PLC may deduct from any amount due to you (whether fixed or variable pay) any sum required or permitted by law or owed by you to any member of the Unilever Group. We will, of course, endeavour to give you prior notice of any significant deduction outside the usual course of business. |
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7 |
BENEFITS |
7.1 |
Insurance. Private medical insurance, life assurance cover and permanent disability insurance are provided on the basis notified to you separately. All insurance benefits are provided on and subject to the terms and conditions of your employment and the relevant insurance policy documents, and to Unilever PLCs ability to procure such cover at a reasonable cost. |
7.2 |
Indemnity Protection. Indemnity protection in relation to the performance of your role has been made available to you separately by Unilever PLC in accordance with the terms communicated to you. |
7.3 |
Expenses. Unilever PLC will reimburse you for all reasonable business expenses that you actually incur in the proper performance of your duties, subject to the ULE Expenses Reimbursement Policy and to your production of satisfactory receipts or such other evidence of expenditure as we may require. |
7.4 |
General. As with the reward framework, Unilever PLC may from time to time at its discretion amend, replace or discontinue insurance, or amend the terms on which they are provided (including without limitation by substituting other schemes/providers, changing the scale, level and nature of your benefits package which may make it less beneficial to you, and/or terminating and not replacing any of the benefits for which you may be eligible from time to time if we believe it is in the best interests of the business to do so). |
8 |
PERSONAL SHAREHOLDING REQUIREMENT |
You must build and maintain a personal shareholding in Unilever in accordance with Unilevers Remuneration Policy as amended from time to time. This includes a requirement to maintain your personal shareholding for a set period of time after your employment ends.
9 |
ILL HEALTH |
9.1 |
Sickness absence. During any period of absence through illness any payments to you over and above the statutory minimum requirements are made at Unilever PLCs sole discretion. The duration and continuation of any such payments will be subject to the periodic review of the Board based on their reasonable assessment of the circumstances at that time, and you must provide satisfactory medical evidence for your absence as requested from time to time and comply with any other relevant requirement. Any sickness benefit to which you are entitled under mandatory local law may be offset against any other payments provided to you by the Unilever Group during your period of sickness, and any entitlement you may have to any payments in respect of sickness, insurance or other benefit under this Agreement does not affect any right Unilever PLC may have to terminate your employment in accordance with Clause 11. |
9.2 |
Medical examination. If necessary to ascertain your fitness for work, Unilever PLC may arrange and pay for you to undergo a medical examination by a relevant professional (e.g. a doctor, occupational health practitioner or other appropriate consultant) of its choice, in which case you should attend any such examination, and agree to a copy of any report being shared with Unilever PLC. |
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10 |
ANNUAL LEAVE |
You are entitled to 30 working days holiday per annum plus public holidays (and may carry forward up to five days untaken annual leave into the next calendar year with the Chairmans written consent, subject to any relevant policy). No payment will be made for annual leave which has been accrued but not taken (although if on termination of employment you have taken annual leave in excess of your accrued entitlement, Unilever PLC may deduct any money due in respect of the excess annual leave you have taken from any payment owed to you). Unilever PLC may require you to take any outstanding annual leave during any period of notice (including during any garden leave).
11 |
TERMINATION |
11.1 |
Notice of termination. Subject to this Clause 11, your employment will continue until it is terminated at any time by either party giving the other the prior written notice set out in Clause 2. |
11.2 |
Summary termination. Notwithstanding Clause 11.1, Unilever PLC may terminate your employment with immediate effect (and without being required to serve notice or make any payment in lieu of notice or other payment) if, at any time, you: |
(a) |
commit dishonesty, gross misconduct, gross incompetence, wilful neglect of duty, or any other serious or persistent breach of the terms and conditions of your employment or of any Unilever Group policy/standard (including without limitation the Code); |
(b) |
act in any manner (whether in the course of your duties or otherwise) which brings or is likely to bring you, Unilever PLC or any Unilever Group entity into disrepute, or which materially prejudices or is materially likely to prejudice the interests of Unilever PLC or any Unilever Group entity; |
(c) |
become prohibited by law from being a director in the UK, or resign as a director of any Unilever Group entity without the Boards express prior consent; |
(d) |
are declared bankrupt or make any composition or enter into any deed of arrangement with creditors; |
(e) |
are or become of unsound mind; |
(f) |
are charged with or convicted of any criminal offence (other than an offence under road traffic legislation for which a non-custodial penalty is imposed); |
(g) |
lose or shall lose the right to work in your Country from time to time; and/or |
(h) |
directly or indirectly advise or participate or act in concert (within the meaning of the City Code on Take-Overs and Mergers) with any person who makes or is considering making any offer for the issued share capital of Unilever PLC, |
and the right to terminate your employment under this Clause 11.2 is without prejudice to any other legal right Unilever PLC may have to terminate your employment immediately. Any delay by Unilever PLC in exercising the right to terminate summarily or on short notice under this Clause 11.2 shall not constitute a waiver of that right.
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11.3 |
Payment in lieu of notice. Unilever PLC may terminate your employment with immediate effect by notifying you in writing that it is exercising the right, conferred by this Clause 11.3, to give you a compensation payment in lieu of any or all outstanding notice due to you (the PILON). The amount of any such PILON will be the amount of your Fixed Pay for the unexpired portion of your notice period, less deductions required by law. In respect of the period up to the termination date, your entitlements under any annual bonus, MCIP or other variable pay plan will be dealt with in accordance with the relevant plan rules and the Unilever Remuneration Policy. You have no right to any PILON unless Unilever PLC chooses to make such a payment. To avoid doubt, your employment will end on the date on which you are notified in accordance with this clause, and the PILON will ordinarily be paid via the next reasonably practicable payroll run (or on such other date(s) as Unilever PLC may reasonably determine). You will, if requested, sign a general release of all and any claims (contractual and statutory) in a form satisfactory to Unilever PLC in exchange for any PILON and/or other payment in respect of the termination of your employment. |
11.4 |
Garden leave. During your notice period, Unilever PLC may require you only to perform specific duties or no duties at all and/or not to attend work during all or any part of your notice period (i.e. put you on garden leave). In addition, you may be instructed not to communicate with suppliers, customers, investors, staff, agents, trustees or representatives of Unilever PLC or any Unilever Group member, and Unilever PLC may suspend your access to its IT systems/phone and equipment. All other obligations, and payment of your Fixed Pay and benefits, will be unaffected and you will continue to be bound by the other express and implied terms in this Agreement (although you will generally not be eligible for any annual bonus in respect of any period of garden leave). |
11.5 |
Return of property. At any time upon request, and in any event on the termination of your employment, you must hand over to Unilever PLC all property belonging to any member of the Unilever Group or relating to its business (in whatever form, whether electronic or otherwise) which may be in your possession or under your control, and without you (or anyone on your behalf) keeping copies of any reproducible items or extracts from them and/or having downloaded any information stored on any computer storage medium. Following the termination of employment, regardless of the circumstances, you shall not represent, expressly or impliedly, that you have any ongoing connection with the Unilever Group (except as a former employee) or are authorised to act on its behalf. |
11.6 |
Directorships. On termination of your employment, or during any notice period, if requested by Unilever PLC you will resign with immediate effect from any directorship/office that you hold in any Unilever Group member without any claim for compensation arising from such resignation. You agree to execute all documents and do such acts as Unilever PLC deems appropriate to give effect to this Clause 11.6. If you fail to do so, without prejudice to any rights and remedies Unilever PLC may have under law or in equity, you will be deemed to have automatically tendered such resignation with immediate effect, and you hereby irrevocably authorise the Chief Legal Officer (CLO) or equivalent role-holder to sign documents in your name and on your behalf to bring such deemed resignation into immediate effect (including but not limited to letter(s) of resignation from office and any necessary statutory forms). |
11.7 |
Appointment/re-election as director of Unilever PLC. Subject to, and without prejudice to, Unilever PLCs rights under the remainder of this Clause 11, Unilever PLC may terminate your employment by giving you the prior written notice set out in Clause 2 in the event that you are not nominated by Unilever PLC for re-election to the office of director, removed from the office of director, or not re-elected by the shareholders in general meeting to the office of director. |
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11.8 |
Reward arrangements. In the event of termination, your entitlements under any annual bonus, MCIP or other variable pay plan (including any historic awards under the Unilever Share Plan 2017) will be dealt with in accordance with the relevant plan rules, the Unilever Remuneration Policy, and your leaver status as determined by Unilever PLCs Compensation Committee at its absolute discretion (although to avoid doubt you have no contractual right to compensation, as a result of this Agreement or any alleged breach of it, in respect of any variable pay element upon termination of your employment). In particular, the Compensation Committee shall have absolute discretion as to whether to grant an annual bonus award (and if so the amount of any such award) in respect of the financial year in which your employment ends. Any variable pay you may remain entitled to or eligible to be considered for following termination of your employment will be subject to you continuing to comply with your obligations under this Agreement (and if Unilever PLC reasonably determines that during the Restricted Period (as defined in Clause 14.3) you have breached any obligation in Clauses 12 (Confidentiality), 13 (Intellectual Property) and/or 14 (Restrictive Covenants) that applies after your employment has ended, you will be liable to repay any award/payment that vested/was paid to you during the Restricted Period). |
12 |
CONFIDENTIALITY |
12.1 |
You will not directly or indirectly use or disclose to any person any Confidential Information at any time during or after your employment with the Unilever Group (other than for the proper conduct of Unilever PLCs business, as required by law, or where such Confidential Information has already become public other than through your unauthorised disclosure). You will use reasonable endeavours to prevent any unauthorised use or disclosure of Confidential Information by any person. |
12.2 |
Among other things, Clause 12.1 means that you must not issue, or cause to be issued, any opinion, fact or material disclosing any Confidential Information (in print, online or otherwise) at any time, whether during your employment or after it ends, without Unilever PLCs express prior written consent. In addition, as a senior Unilever executive, you should be careful with your public statements generally, and we ask that during your employment and the Restricted Period (as defined in Clause 14) you follow any applicable media relations guidelines, and avoid issuing, or causing to be issued, any opinion, fact or material that could damage the Unilever Groups reputation. |
12.3 |
All Confidential Information that you receive or create during your employment with the Unilever Group is the property of the relevant Unilever Group member. You will promptly, whenever requested by Unilever PLC and in any event upon the termination of your employment, return all such Confidential Information to Unilever PLC without keeping any copy (whether in hard or soft copy, on electronic storage devices or otherwise), and/or delete such information from any electronic device (including any personal device used for work purposes under any Bring Your Own Device policy or similar) under Unilever PLCs supervision, as Unilever PLC may direct. You agree to confirm in writing your compliance with this obligation if requested to do so by Unilever PLC. |
12.4 |
Confidential Information for the purposes of this Agreement means information (whether or not in writing) in respect of the business, affairs and financing of Unilever PLC or any member of the Unilever Group and/or its or their suppliers, agents, distributors, customers or staff, including but not limited to information regarding trade secrets or secret information, Employment IPR and Employment Inventions (as defined in Clause 13), research, technical know-how, products, research and development, designs, pricing, marketing, business and financial plans, acquisition plans, clients, customers and/or any other information or document that you are told is confidential or should reasonably expect to be regarded as confidential (regardless of the format in which such Confidential Information is kept, including but not limited to hard or soft copy, on software/IT systems (e.g. Workday), on electronic storage devices, or otherwise). |
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13 |
INTELLECTUAL PROPERTY |
13.1 |
You acknowledge and agree that by virtue of the nature of your duties and the responsibilities arising from your employment you have, and shall have at all times during your employment, a special obligation to further the interests of Unilever PLC and the Unilever Group. |
13.2 |
You hereby assign to Unilever PLC all rights to Employment IPR and Employment Inventions and acknowledge that in consideration for all salary, benefits, training and the like received from Unilever PLC or any member of the Unilever Group, all Employment IPR, Employment Inventions and material containing them shall automatically, on creation, vest in and be owned by Unilever PLC to the fullest extent permitted by law. To the extent they do not vest in Unilever PLC automatically and for the entire life of such rights, including all extensions and renewals, you will hold them on trust for Unilever PLC and agree to execute subsequent documents necessitated by law for purposes which include assigning rights to Unilever PLC. You agree to disclose to Unilever PLC all details relating to all Employment Inventions and/or all works containing Employment IPR when they are created. You agree to execute all documents and do all acts as may, in the opinion of Unilever PLC, be necessary or desirable to give effect to this clause and/or to effect all registration(s) in the name of Unilever PLC and to protect and maintain, including in confidence, the Employment IPR and Employment Inventions, including to assist in the prosecution and/or defence of the same. You agree to waive and not to exercise any or all current and future moral rights arising under any relevant law relating to any copyrighted or other work which forms part of the Employment IPR. |
13.3 |
You hereby irrevocably and unconditionally waive all rights that arise under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 (whether before, on or after the date of this Agreement) in connection with your authorship of any works mentioned in Clause 13.2, and to any similar rights wherever in the world enforceable, including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment. |
13.4 |
Unilever PLC will decide, in its sole discretion, when and whether to apply for patent, registered design or other protection in respect of an Employment IPR and reserves the right to work any of the Employment IPRs as a secret process in which event you will observe the obligations relating to Confidential Information set out in Clause 12 above. |
13.5 |
The definitions used in this clause have the following meanings: |
(a) |
Employment IPR includes any intellectual property rights created by you at any time in the course of your employment with Unilever PLC whether or not during working hours or using Unilever PLCs premises or resources, including but not limited to patent applications, utility models, patents, trade secrets, know-how, designs (applications, patents, registrations), trademarks and copyrights; and |
(b) |
Employment Inventions includes any inventions made or discovered wholly or partially by you at any time in the course of your employment with Unilever PLC whether or not during working hours or using Unilever PLCs premises or resources. |
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14 |
RESTRICTIVE COVENANTS |
14.1 |
You shall not, without the prior written consent of Unilever PLC, 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 your employment. However, nothing in this Clause 14.1 shall prevent you 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. |
14.2 |
Unless you have Unilever PLCs express prior written agreement (not to be unreasonably withheld), during the Restricted Period you will not: |
(a) |
in competition with any member of the Unilever Group: (i) be employed by; (ii) be engaged by; or (iii) otherwise provide services to, any Restricted Business which is being carried out or will be carried out within the Restricted Area; |
(b) |
in competition with any member of the Unilever Group undertake or carry on any Restricted Business which is being carried out or will be carried out within the Restricted Area; |
(c) |
(i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: |
|
a Restricted Customer; |
|
a Potential Customer; or |
|
any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period, |
in each case in connection with any Restricted Business which is being carried out or will be carried out within the Restricted Area;
(d) |
(i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: |
|
a Restricted Supplier; |
|
a Potential Supplier; or |
|
any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period, |
in each case in connection with any Restricted Business which is carried out or will be carried out within the Restricted Area;
(e) |
either (i) interfere with the supply of goods or services to Unilever PLC (or any member of the Unilever Group) in relation to any contract or arrangement that such entity has with: |
|
a Restricted Supplier; or |
|
any other supplier in respect of which you had material dealings or material management responsibility during the Relevant Period, |
or (ii) induce any such supplier to cease or decline to supply such goods or services in the future, or adversely vary the terms on which they are provided;
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(f) |
in competition with any member of the Unilever Group, for the purpose of any Restricted Business deal with or solicit the business of: (i) any Restricted Customer; (ii) any Potential Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period; or (vi) any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period; and/or |
(g) |
offer employment to, or otherwise endeavour to entice away from Unilever PLC or any member of the Unilever Group, any Restricted Employee. |
14.3 |
Each part of Clause 14.2 constitutes a separate and independent restriction (including, for the avoidance of doubt, each separate and independent restriction delineated by Roman numerals or bullet points or otherwise) and does not operate to limit any other obligation owed by you. If any restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and understood by us that the remaining restrictions will still be enforceable. If your place of work changes to a different country such that the covenants contained in this Clause 14 become subject to the laws of that country, the covenants will, if necessary, be modified so that they comply with any such laws and in order that the covenants remain enforceable in that country, provided that no changes will make any of the covenants wider in scope. Unilever PLC may expressly amend the covenants in order to reflect any such changes (and you agree to re-execute any such covenants as necessary in order to give effect to this), or alternatively the changes may be deemed to be made automatically. |
14.4 |
The definitions used in this clause have the following meanings: |
(a) |
Potential Customer means any target client or customer to whom Unilever PLC or any Unilever Group member was actively and directly seeking to supply goods or services at any time during the Relevant Period in respect of whom you held material Confidential Information. |
(b) |
Potential Supplier means any target supplier in respect of whom Unilever PLC or any Unilever Group member was actively and directly seeking to receive goods or services on exclusive or specially negotiated terms at any time during the Relevant Period in respect of whom you held material Confidential Information. |
(c) |
Relevant Period means the 12 months prior to the earlier of: (i) the date on which you are placed on garden leave; and (ii) the date on which your employment terminates; |
(d) |
Restricted Area means: |
|
your Country; |
|
any other country in which the Unilever Group operates (or is planning to operate) business in which you were materially involved or in respect of which you held material management responsibility; and/or |
|
any other such country in respect of which you held material Confidential Information, at any time during the Relevant Period; |
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(e) |
Restricted Business means business competitive with: (i) any area of business of any Unilever Group member in respect of which you held material Confidential Information because of your material involvement or material management responsibility, or (ii) any other area of business of any Unilever Group member in respect of which you held material Confidential Information, at any time during the Relevant Period; |
(f) |
Restricted Customer means any actual client or customer of Unilever PLC or any Unilever Group member in respect of whom you had material Confidential Information at any time during the Relevant Period; |
(g) |
Restricted Employee means any Unilever Group staff member who: |
|
works in a managerial or marketing or sales or distribution or research or senior capacity in relation to any area of business of the Unilever Group in which you were materially involved, or in respect of which you held material management responsibility and/or material Confidential Information, at any time during the Relevant Period; or |
|
has responsibility for or influence over Restricted Customers; or |
|
is in possession of material Confidential Information, |
|
and with whom you had material dealings and/or for whom you had direct managerial responsibility at any time during the Relevant Period; |
(h) |
Restricted Period means the period of time set out under the relevant heading in Clause 2 following the termination of your employment, less any time spent on garden leave; and |
(i) |
Restricted Supplier means any supplier engaged by any Unilever Group member on exclusive or specially negotiated terms of business at any time during the Relevant Period and in respect of whom you held material Confidential Information. |
14.5 |
Unilever PLC contracts as trustee and agent for the benefit of each Unilever Group member. From time to time it may be necessary for you to enter into matching restrictive covenants like these directly with another Unilever Group member (e.g. if your employing entity changes), and you agree to do so if requested (and if you fail to do so within 7 days of receiving any such request, you hereby irrevocably and unconditionally authorise Unilever PLC to execute on your behalf any document(s) required to give effect to this Clause 14.5). |
15 |
DATA PRIVACY AND USE OF EQUIPMENT |
15.1 |
Data privacy. In the course of our activities, we need to process personal data about our staff. Unilever PLC takes its privacy obligations seriously, and aims to always process personal data in an appropriate and lawful manner in line with relevant data protection principles. This means that, typically, we expect to process your personal data as necessary for our legitimate interests, in relation to legal obligations (e.g. our rights and duties as an employer) or to protect your vital interests, and/or where you have given your consent. Further details are set out in Unilevers Privacy Notice, and in the Unilever Global Privacy Standard; its important that you read these, and comply with them as appropriate. If you have any concerns about data privacy, either in relation to your own personal data or the handling of others personal data in the course of your employment, you should contact the Data Privacy Officer. |
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15.2 |
Use of IT/electronic communications. In the course of your employment, you may be provided with access to various Unilever Group IT/electronic communications systems, devices and equipment (typically including our email system, intranet, a computer, a smartphone and so on). This is provided for use in your work, so its important that you use any such systems/equipment appropriately, and comply with all relevant Unilever Group guidance and instructions. It also means that you should have no expectation of privacy in your use of such systems and equipment, and you should be aware that in certain circumstances Unilever PLC might monitor and record your usage of them to the extent permitted by local law. If you use your own device for work purposes, similar provisions might also apply (in relation to such work use only), so you should always check and comply with any relevant Bring Your Own Device guidelines. |
16 |
DISCIPLINARY & GRIEVANCE POLICIES |
16.1 |
Disciplinary and grievance issues. You are expected at all times to conduct yourself in a manner consistent with your senior status. There is no formal grievance or disciplinary procedure in place in relation to executives of your seniority, but in the event of any such issue the Chairman of the Board will confirm appropriate arrangements, and you should comply with them. |
16.2 |
Whistle-blowing. If you wish to make what is known as a qualifying disclosure (i.e. a disclosure about internal wrongdoing involving criminal offences, health and safety risks, failure to comply with a legal obligation, environmental damage, the concealment of any such issue, and/or anything else that would amount to a qualifying disclosure or equivalent for the purposes of any applicable law), you should address your concerns in writing without delay to the CLO (or other chair of the Global Code Policy Committee from time to time), expressly stating that you wish to make a qualifying disclosure. |
16.3 |
Suspension. Unilever PLC may suspend you where it deems this appropriate during any disciplinary or grievance process in which you are involved. Unilever PLC reserves discretion as to the terms of any such suspension, although we would envisage that it would usually be at your usual rate of pay and for a reasonable period in the circumstances. |
17 |
COMPLIANCE WITH UNILEVER POLICIES |
17.1 |
Conflicts of interest and outside appointments. You must comply with the Code Policy Avoiding Conflicts of Interest and any other relevant instructions/policies issued from time to time (and for these purposes, references in any such policy to your line manager should be taken to refer to the Chairman ). Among other things, this means that during your employment you must: |
(a) |
notify the Chairman, other Directors of the Board and the CLO as soon as you become aware that any conflict situation exists or potentially could exist in relation to your employment or any office held by you; |
(b) |
not, without first obtaining the Chairmans, or where appropriate the Boards, express written prior permission, directly or indirectly engage in, be concerned with, or have any financial or other interest in, any non-Unilever Group business or entity that gives rise or may give rise to a conflict of interest or the appearance of a conflict of interest with any Unilever Group member (although this will not prevent you from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, provided you do so in accordance with the terms and spirit of the Code Policy Avoiding Conflicts of Interest); and/or |
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(c) |
not, without first obtaining the Chairmans, or where appropriate the Boards express written prior permission, be or become directly or indirectly employed or engaged in, or otherwise undertake any work for, provide services to or take up appointment with, any non-Unilever business, entity or public office, whether paid or unpaid (save as expressly otherwise authorised by the Code Policy Avoiding Conflicts of Interest in relation to roles like school governor, director of a property/housing block in which you live etc). |
For avoidance of doubt, this Clause 17.1 includes outside board appointments, although Unilever PLC recognises the value of such appointments, and if appropriate the Chairman, or where appropriate, the Board may authorise them on the basis set out above (although there is no obligation on Unilever PLC to give such authorisation, and generally only one directorship of any publicly listed company per individual may be authorised and you will only be entitled to retain the fee(s), if any, from one such appointment).
17.2 |
Confirmation. You confirm that you have disclosed to Unilever PLC (in the form of the CLO or such other contact as we may nominate) full details of all existing and potential conflicts of interest between either you, or to the extent that you are aware of them or ought reasonably to be aware of them, between your immediate family and Unilever PLC or any Unilever Group member. |
17.3 |
Regulatory compliance. As a ULE member, you are a person discharging managerial responsibilities (PDMR) for regulatory purposes. Accordingly, you must comply with all applicable rules and regulations, including without limitation: |
(a) |
all applicable rules of any recognised investment exchange regulations of any country in which our shares are listed, including without the limitation the EU Market Abuse Directive and all relevant rules and regulations of the U.S. Securities & Exchange Commission (as amended or replaced from time to time); and |
(b) |
any relevant Unilever policy, including without limitation our Share Dealing Manual, Disclosure Manual, and all relevant Code Policies (e.g. Preventing Insider Trading). |
This duty will continue (and you will be deemed to continue to be a PDMR) during and after employment until the later of: (i) six months after the date on which your employment terminates; and (ii) such time as when any price sensitive information you have obtained during your employment or any office holding ceases to be price-sensitive information, either through publication or otherwise.
18 |
MISCELLANEOUS |
18.1 |
Definitions. For the purposes of this Agreement, the following terms shall have the meanings set out below: |
Applicable Law means the laws of England and Wales;
Board means the Board of Directors of Unilever PLC from time to time;
CEO means the Chief Executive Officer of the Unilever Group;
Code means the Unilever Code of Business Principles (and references to Code Policies will be construed accordingly);
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Remuneration Policy means such policy for the remuneration and benefits of directors of Unilever to be included in its remuneration report in accordance with sections 420 and 421 (2A) of the Companies Act 2006 and Part 4 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as shall from time to time be approved by Unilever PLCs shareholders;
Unilever Group means Unilever PLC 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 will be construed accordingly); and
Unilever Leadership Executive comprises the CEO and those senior executives appointed by the CEO to assist in the discharge of the powers delegated to the CEO by the Board of Directors of Unilever PLC.
18.2 |
Intra-group transfer. Unilever PLC may, at any time during your employment, by written notice, substitute another Unilever Group member as your employer on the same terms and with the same responsibilities. If that happens, this Agreement will remain in full force and effect except that the obligations and benefits previously owed to or enjoyed by Unilever PLC will be owed to or enjoyed by that other Unilever Group member, and references to Unilever PLC shall then be deemed to be references to that other Unilever Group member. More than one such transfer may be made. You will have no claim against Unilever PLC if your employment is terminated by reason of the liquidation of Unilever PLC for the purposes of amalgamation or reconstruction provided that you are offered employment with the amalgamated or reconstructed entity on terms and conditions which in aggregate are not substantially less favourable than the terms of this Agreement. |
18.3 |
Breaches. In the unlikely event of your failure to comply with these terms and conditions (breach of contract), Unilever PLC will be entitled to recover compensation from you for any losses that Unilever PLC suffers as a result of such breach of contract. |
18.4 |
Third party obligations. You warrant that, by entering into this Agreement, you will not be in breach of any contract between you and a third party (including without limitation breach of any restrictive covenants or confidentiality obligations arising out of any employment with a current/former employer). |
18.5 |
Other provisions. The terms of this Agreement constitute the entire agreement between us in relation to your continued appointment and employment with the Unilever Group, and once it takes effect on the Unification Date will supersede and extinguish (without the need for separate notice) all prior agreements, understandings and arrangements with Unilever PLC, Unilever N.V., Unilever United States, Inc. and/or any other Unilever Group member relating to its subject matter. Any variation to this Agreement must be in writing and signed on behalf of Unilever PLC, which reserves the right to vary this Agreement at its discretion; you will be given advance notice of any change, and this Agreement (or the relevant provision(s) of it) may be re-issued to you accordingly. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all counterparts together shall constitute one and the same instrument. There are no collective agreements which directly affect the terms and conditions set out in this Agreement. |
18.6 |
Notices. Any notice you are required to give Unilever PLC under this Agreement should be given to the CHRO. Notice may be given by either party via hand, official Unilever email account, or first class post (and in the case of delivery by post, shall be deemed served on the second working day after posting). |
16
18.7 |
Governing law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales. The various provisions, sub-provisions and identifiable parts of this Agreement are severable. If any provision, sub-provision or identifiable part is held to be unenforceable by any court of competent jurisdiction, this will not affect the enforceability of the remaining provisions, sub-provisions or identifiable parts. Headings are inserted for convenience only and do not affect the construction of this Agreement. |
We trust the above is all in order, but if you have any questions please contact the VP Global Head of Reward. Please then sign this Agreement as a Deed (witnessed by an independent witness) as set out below to confirm your agreement to these terms and conditions, and return it as instructed. We look forward to your ongoing service with Unilever PLC on this basis.
Signed as a deed by UNILEVER PLC acting by G. Pitkethly and R. Sotamaa director and secretary of UNILEVER PLC |
||
/S/G Pitkethly |
||
Director | ||
/S/ R Sotamaa |
||
Secretary |
Signed as a deed by
ALAN JOPE | /S/ A Jope | |
in the presence of: | ||
Witness signature: | /S/ R Jope | |
Witness name (print): | Rosemary Jope | |
Witness address: |
[***] |
|
Date: | 16 December 2020 |
17
SCHEDULE A: KEY POLICIES/STANDARDS APPLICABLE TO YOU
As set out above, you agree to comply with all applicable Unilever PLC/Unilever Group rules, policies/standards, procedures and lawful instructions as amended and in force from time to time, including without limitation the following:
Compliance/governance | See further: | |
Unilever Code of Business Principles, and related Code Policies | Inside.Unilever (Code & Code Policies) | |
Unilever Sharedealing Manual | Inside.Unilever (Legal Corporate Secretaries) | |
Unilever Disclosure Manual | Inside.Unilever (Legal Corporate Secretaries) | |
Unilever Global Privacy Standard | Inside.Unilever (Code & Code Policies) | |
Reward | See further: | |
ULE Expenses Reimbursement Policy | Provided separately | |
Remuneration Policy | See Unilevers Remuneration Policy as set out in pages 53 to 61 of Unilevers Annual Report and Accounts 2017. |
To avoid doubt, although any such rules, policies/standards, procedures and lawful instructions do not form part of your employment contract unless and to the extent otherwise stated (and Unilever may amend them at its discretion at any time), it is a condition of your employment that you comply with them.
18
SCHEDULE B: NEW REMUNERATION STRUCTURE
Subject to receiving shareholder approval for the new Remuneration Policy at the Unilever PLC Annual General Meeting 2021, your variable pay entitlements will be as set out in paragraph 1 and 2 of this Schedule B. This will replace your current variable pay entitlements as set out in Clause 2 (Summary of Key Terms) and Clause 6.3 (Fixed and Variable Pay) of this Agreement.
Should shareholder approval of the new Remuneration Policy not be obtained at the Unilever PLC Annual General Meeting 2021, this Schedule B shall be disregarded.
1 |
KEY REWARD ELEMENTS |
2 |
VARIABLE PAY |
2.1 |
Deferred bonus award. 50% of your actual annual bonus value under Clause 6.2 of the Agreement will be delivered as a deferred bonus award in accordance with the Remuneration Policy from time to time and in accordance with and subject to the remainder of Clause 6 of the Agreement. A deferred bonus award is an entitlement to free shares (or cash equivalent) on vesting/release. The number of shares subject to your deferred bonus award will have a market value on the date of grant equal to the amount of bonus deferred, and deferral may be effected on a gross or net of tax basis at Unilever PLCs sole discretion. The award normally vests (or is released) three years after grant. Any deferred bonus award is made to you at Unilever PLCs sole discretion; you have no contractual entitlement to receive any deferred bonus award and any such award in one year does not entitle you to receive one in subsequent years. The award may be made under the terms of the Unilever Share Plan 2017. |
1 |
The Performance Share Plan is to replace the Management Co-Investment Plan. |
19
2.2 |
Performance Share Plan. You are eligible to participate in the Unilever Share Plan 2017 (which we refer to here as the PSP), in accordance with and subject to its rules and the remainder of Clause 6 of the Agreement. The PSP replaces the MCIP and you will no longer be entitled to participate in the MCIP. Your target and maximum PSP opportunity is set out in Clause 1. Under the PSP you may be granted rights to receive free shares on vesting which normally vest after three years, to the extent certain performance conditions are achieved (PSP Awards). Any PSP Award is based on Fixed Pay only and made to you at Unilever PLCs sole discretion; you have no contractual entitlement to receive any PSP Award and any such PSP Award in one year does not entitle you to receive one in subsequent years. A post-vesting holding period of two years will apply. |
2.3 |
Your entitlements under paragraph 2.1 and 2.2 of this Schedule B will be subject to the remainder of Clause 6 of the Agreement, as if references to Clause 6.3 were references to paragraph 2.1 and 2.2 of this Schedule B. |
3 |
CONSEQUENTIAL AMENDMENTS |
References to MCIP in Clauses 11.3 and 11.8 (Termination) shall be read as references to deferred bonus and PSP.
20
CONTRACT OF EMPLOYMENT
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 1st October 2015;
Companies means together NV and PLC and Company means either of them, as the context requires;
Confidential Information means information (whether or not reduced to writing) in respect of the business, affairs and financing of the Companies or any member of the Unilever Group, its or their suppliers, agents, distributors or customers, including but not limited to information relating to trade secrets or secret information, research, technical know-how, products, designs, pricing, marketing, business and financial plans, acquisition plans, clients and customers, stored or kept in any format including but not limited to software, diskettes including but not limited to copy-rightable material and/or documents, books, notes, tapes, instruments and property of any kind (either tangible or intangible);
Director means a statutory director appointed pursuant to the constitutional documents of a company and in accordance with Applicable Law;
Intellectual Property Rights means patents, copyright and related or neighbouring rights, trade marks and services marks, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and
trade secrets) and any other intellectual property rights (including, without limitation, rights in get-up and rights to Inventions, trade or business names or signs and domain names) in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
Inventions means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium;
Group Secretary means the Secretary of NV and PLC;
Compensation Committee means the Compensation Committee of the Board;
Termination Date means the date on which the Executives employment terminates, as referred to in Clause 8;
Unilever Leadership Executive means the executive team under the chairmanship of the Chief Executive Officer; and
Unilever Group means PLC, NV and any company in which either or both together directly or indirectly owns or controls the voting rights attaching to not less than 50% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management, and references to a member of the Unilever Group or a Unilever Group company will be construed accordingly.
3 |
Commencement |
This Agreement is effective as of the Commencement Date. For the purpose of the UK Employment Rights Act 1996, the Executives continuous period of employment began on 18 November 2002.
4 |
Appointment and service as a Director |
4.1 |
It is the intention of the parties that the Executive will be appointed and will agree to act as a Director of each of the Companies with effect from the next Annual General Meeting of each of the Companies. |
4.2 |
Upon appointment as a Director of each of the Companies, the Executive acknowledges and agrees that: |
4.2.1 |
his duties shall include those of the duties set out in Clause 5.1 applicable to a Director of a company listed in the United Kingdom or the Netherlands (as relevant); |
4.2.2 |
his appointment and continued service as a Director, as a member of the Board and the Unilever Leadership Executive will be subject to the Articles of Association (and other constitutional documents) and the statutory and corporate governance requirements applicable to each of the Companies respectively. |
4.3 |
The Executive further acknowledges that, in the case of NV only, under Applicable Law it is not permitted for the Executive to remain an employee of NV following his appointment as a Director of NV. Accordingly, the Executive agrees that immediately upon such appointment he will automatically cease to be an employee of NV, but NV will continue to be a party to this Agreement and shall retain the rights and powers ascribed to it pursuant to the terms of this Agreement, which will continue to be exerciseable by NV to the extent permitted by Applicable Law, and may be exercised by PLC (which will continue to be the Executives employer) on behalf of, and at the request of NV to the extent that NV is not permitted to exercise such rights and powers under Applicable Law. |
4.4 |
Subject and without prejudice to each of the Companies rights under Clause 10 of this Agreement, following his appointment as a Director of either of the Companies, the relevant Companys failure to nominate the Executive for re-election to the office of director of the relevant Company, the removal of the Executive from the office of director of the relevant Company or failure of the shareholders in general meeting to re-elect the Executive as a director of the relevant Company, unless otherwise agreed in writing by the Executive, shall be deemed notice of termination by the Company under the provisions of Clause 8. |
5 |
Duties of the Executive |
5.1 |
The Executive shall be employed as a member of the Unilever Leadership Executive as Chief Financial Officer and shall carry out all duties (including, if relevant, the duties of a Director from the date of appointment as such) as may reasonably be assigned to him in whatever location is reasonably required. In performing such duties, the Executive acknowledges and agrees that he shall: |
5.1.1 |
devote the whole of his working time, attention and skill to his roles with the Companies; |
5.1.2 |
properly perform his duties and exercise his powers; |
5.1.3 |
carry out his duties honestly, faithfully, to the best of the Executives ability and at all times in compliance with the Unilever Code of Business Principles; |
5.1.4 |
comply with all rules, requirements, codes and regulations imposed or recommended from time to time by any industry or regulatory body relevant to his role and to the business of the Unilever Group; |
5.1.5 |
comply with all statutory, fiduciary or common law duties to the Companies and any other company in the Unilever Group of which the Executive is a director; |
5.1.6 |
do such things as are necessary to ensure compliance by himself and the Companies and any company in the Unilever Group with the UK Corporate Governance Code (as amended from time to time) and the Dutch Corporate Governance Code (as amended from time to time) to the extent required by such Codes; |
5.1.7 |
comply with all rules, requirements, recommendations or codes as amended, replaced or introduced from time to time including but not limited to those of the UK Listing Authority (including the Model Code), the Euronext Rule Book and Financial Supervision Act and the New York Stock Exchange Rules; |
5.1.8 |
accept any offices or directorships as reasonably required by the Board; |
5.1.9 |
comply with all rules, policies and regulations issued by each of the Companies whether or not contained in a company handbook including but not limited to the relevant anti-corruption/bribery and compliance policies; |
5.1.10 |
comply with personal shareholding requirements and clawback and malus provisions applicable to variable remuneration as set out in the Executives reward letter from time to time; |
5.1.11 |
comply with the directions of the Board; |
5.1.12 |
use his best endeavours to promote the interests and reputation of each of the Companies and every company in the Unilever Group; and |
5.1.13 |
not do anything that would cause him to be disqualified from acting as a director or have a negative impact on his own reputation or the reputation of either of the Companies or any company in the Unilever Group. |
5.2 |
The Executive shall report administratively to the Chief Executive Officer and for all other aspects to the Board and, when requested by the Board, shall promptly provide (in writing if requested) all information, explanations and assistance relevant to any matters which have an impact on the business and affairs of the Unilever Group or any member thereof. |
5.3 |
The Executives normal place of work shall be London or such other place as the Company may from time to time reasonably require. The Executive shall travel to such places as are necessary for the proper discharge of his duties. |
6 |
Remuneration and Benefits |
6.1 |
The remuneration of the Executive will be reviewed annually by the Companies (without any obligation to increase remuneration as a result of such review) and communicated to the Executive in writing and paid in accordance with the Unilever Groups payroll practice, as amended from time to time. |
6.2 |
The Executive will not be entitled to receive any fees or other remuneration additional to the agreed remuneration by virtue of, or in respect of, any directorships that may be held from time to time of any Unilever Group company. |
6.3 |
Any remuneration arising from a directorship of an organisation outside the Unilever Group shall be treated in accordance with the prevailing policy of the Unilever Group. |
6.4 |
The Companies shall reimburse the Executive, against production of receipts, for all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which he may from time to time incur in the proper execution of his duties hereunder and pursuant to any relevant policy in force from time to time. |
6.5 |
Details of indemnity protection available to the Executive in the course of performing his roles shall be notified to the Executive separately in writing by the Companies. |
7 |
Working Hours and Holidays |
7.1 |
The Executive shall work such hours as are necessary for the proper performance of his duties and devote the whole of his professional time, attention and abilities to carrying out his duties hereunder. |
7.2 |
The Executive shall be entitled to thirty working days holiday in each calendar year (in addition to Public Holidays applicable in the Executives normal place of work) to be taken at times mutually agreed between the Executive and the Chief Executive Officer. |
7.3 |
The Executive acknowledges and agrees with the Companies that he is a managing executive and is able to determine the duration of his working time for the purposes of the Working Time Directive and does not therefore fall subject to limits on weekly working hours under Applicable Law. |
8 |
Termination |
8.1 |
The Executives service pursuant to the terms of this Agreement shall continue unless and until it is terminated: |
8.1.1 |
by a Company giving the Executive twelve months prior written notice; or |
8.1.2 |
by the Executive giving a Company six months prior written notice; which shall automatically constitute, in the case given to NV, the same notice of termination by the Executive of his employment with PLC, and in the case given to PLC, the same notice of termination by the Executive with NV or |
8.1.3 |
at any time in accordance with clauses 9 or 10. |
8.2 |
The Executives role as a Director shall continue until terminated in accordance with the Articles of Association (and other constitutional documents) of the relevant Company, the provisions of Applicable Law or pursuant to the provisions of this Agreement. |
9 |
Notice Payments |
9.1 |
In the event of termination of the service of the Executive pursuant to this Agreement by the Company for any reason other than a reason pursuant to Clause 10, the Company may, instead of requiring the Executive to work during the period of notice, elect to make a severance payment to the Executive, in which case the Executives service pursuant to this Agreement will immediately terminate and such date shall be the date of termination for the purposes of this Agreement. If the Company so elects, the Executive shall be entitled to the payments and benefits referred to in Clauses 9.2 to 9.3. Any payment made by either Company in accordance with this Clause shall be made on behalf of both Companies and shall discharge the liability of both Companies pursuant to this Clause. |
9.2 |
If the Company elects to make a severance payment pursuant to Clause 9.1 then such severance payment shall be the aggregate of: |
9.2.1 |
a sum equal to the basic salary and fixed allowance payable by the Company to the Executive for the period for which this Agreement would otherwise have continued; and |
9.2.2 |
subject to clause 9.4, the amount of any annual bonus award which the Compensation Committee may in its absolute discretion award, such bonus (if any) to be estimated by the Compensation Committee in its absolute discretion taking into account the Executives performance to be payable to the Executive in respect of the financial year in which the termination payment is made, pro rated to the date of termination. |
9.3 |
By this means, if the Company elects to operate Clause 9.1, termination may be effected by payment of the severance payment as referred to in Clause 9.2 in lieu of notice for the full period of notice or a combination of the Executive working part of his notice period followed by such a severance payment in lieu of the remaining notice period. |
9.4 |
The Compensation Committee shall have absolute discretion as to whether to grant an annual bonus, and the amount of any annual bonus award for the financial year in which his service pursuant to this Agreement ceases (whether pursuant to Clause 9.1 or at the end of the full notice period), provided always that the Executive is and continues to be in compliance with his confidentiality and other covenants set out in this Agreement. The amount of any such bonus shall be determined by the Compensation Committee taking into account time in employment and performance. |
9.5 |
Upon termination of the services of the Executive provided pursuant to this Agreement, share awards shall be dealt with in accordance with the relevant plan rules, which shall include a condition of ongoing compliance with any covenants applicable to the Executive, and shall be dealt with in compliance with the remuneration policies applicable at the date of termination. |
9.6 |
The Executive will if requested sign a general release of all and any claims (contractual and statutory) in a form satisfactory to the Company in exchange for any payment under this Clause 9. |
10 |
Summary Termination |
10.1 |
Either Company may terminate the Executives service pursuant to this Agreement forthwith, without notice or compensation, in any circumstances where the Executive: |
10.1.1 |
shall become incapacitated from any cause whatsoever from performing his duties hereunder for at least twelve months; or |
10.1.2 |
following appointment as a Director of either Company, shall be or become prohibited by law from being a director in either the UK or the Netherlands; or |
10.1.3 |
is convicted of any criminal offence which prevents him from fulfilling his duties hereunder: or |
10.1.4 |
shall fail to perform his duties competently or is guilty of any serious or persistent neglect or serious misconduct in the discharge of duties, or commits any wilful, serious or persistent breach of any codes of conduct, policies and procedures issued by the Company; or |
10.1.5 |
becomes bankrupt or makes any composition or enters into any deed of arrangement with creditors. |
10.2 |
Any delay by the Company in exercising the right to terminate summarily under the clauses set out above shall not constitute a waiver of that right. The Executive shall have no claim for compensation in respect of such termination. |
11 |
Following Termination |
11.1 |
Following the termination of employment, for whatever reason or by whatever means, the Executive shall not represent, either expressly or impliedly, to any person, firm or company that he is authorised to act on behalf of any member of the Unilever Group, nor represent himself as being connected in any way with any member of the Unilever Group. |
11.2 |
Upon termination of employment, the Executive shall tender his resignation with immediate effect from any directorship that he may then be holding in any member of the Unilever Group without any right to any claim whether for compensation or otherwise. |
11.3 |
In the event that the Executive fails to tender his resignation as aforesaid, and without prejudice to either Companys and/or the Unilever Groups rights and remedies under law and in equity, the Executive will automatically be deemed to have tendered such resignation with immediate effect and the Group Secretary is hereby irrevocably, and severally, authorised by the Executive, in the Executives name and on his behalf to sign documents (including but not limited to letters of resignation) for the purpose of bringing such deemed resignation into immediate effect. |
12 |
Confidential Information |
12.1 |
The Executive shall not (except in the proper course of his duties) at any time during the course of employment or any time thereafter, without the prior written consent of the Company or the Unilever |
Group, use or disclose directly or indirectly any Confidential Information to any person for any reason other than (i) for the proper conduct of the Unilever Groups business whilst in the course of providing services pursuant to this Agreement, or (ii) as required by law (provided that the Executive shall at the Companys expense resist any alleged requirement if the Company properly asks him to do so). |
12.2 |
All Confidential Information that the Executive has received or made (alone or with others) during his employment with, or the provision of services to, the Company or any other member of the Unilever Group is the property of the Company or the Unilever Group and the Executive shall promptly, whenever requested by the Company and in any event upon the termination of his employment for whatever reason, return such Confidential Information to the Company and the Executive shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company. |
12.3 |
The Executive shall not during the continuance of this Agreement or for 12 months after the Termination Date without the Companys prior written consent, publish or cause to be published any opinion, fact or material relating to or connected with the business of the Company or any member of the Unilever Group or its or their suppliers, customers or partners (whether confidential or not) without first obtaining the consent of the Board. This restriction shall not apply where the information has already come into the public domain other than through unauthorised disclosure by the Executive. |
13 |
Executives Covenants |
13.1 |
The Executive shall not, without the prior written consent of one of the Companies, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of the provision of services pursuant to this Agreement. However nothing herein shall prevent the Executive from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group. |
13.2 |
The Executive will obtain Confidential Information and personal knowledge of and influence over customers, suppliers and employees of the Unilever Group during the course of his service under this Agreement up to the Termination Date (or, if any part of the notice period is served as Garden Leave pursuant to Clause 16, the date on which the Garden Leave period began) (such date being the Relevant Date). To protect these and other legitimate interests of the Company, the Executive agrees with the Companies that he will be bound by the following covenants, save where the Companies give their specific consent, for the period of 12 months (less any part of the notice period served as Garden Leave pursuant to Clause 16) following the Termination Date: |
13.2.1 |
he will not be employed in, or carry on for his own account or for any other person, whether directly or indirectly, (or be a director of any company engaged in) any business which is or is about to be in competition with any business of any company in the Unilever Group being carried on by such company at the Relevant Date, provided he was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date; |
13.2.2 |
he will not (either on his own behalf or for or with any other person), whether directly or indirectly, canvass or solicit in competition with any company in the Unilever Group the custom of any person who at any time during the 12 months prior to the Relevant Date was a customer of, or in the habit of dealing with, the Unilever Group and in respect of whom the Executive had access to Confidential Information or with whose custom or business the Executive was personally concerned or employees reporting directly to him were personally concerned; |
13.2.3 |
he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) deal with or otherwise accept in competition with any company in the Unilever Group the custom of any person who was at any time during the 12 months prior to the Relevant Date a customer of, or in the habit of dealing with, the Unilever Group and in respect of whom the Executive had access to Confidential Information or with whose custom or business the Executive, or an employee reporting directly to the Executive, was personally concerned; |
13.2.4 |
he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) entice or try to entice away from any company in the Unilever Group any person |
who was at the Termination Date and who had been at any time during the 12 months prior to the Relevant Date an employee or director of any company in the Unilever Group and with whom he had worked closely at any time during that period. |
13.3 |
Each of the paragraphs contained in clause 13.2 constitutes an entirely separate and independent covenant. If any covenant is found to be invalid this will not affect the validity or enforceability of any of the other covenants. |
13.4 |
Following the Termination Date, the Executive will not represent himself as being in any way connected with the businesses of the Company or of any other company in the Unilever Group (except to the extent agreed by such company). |
13.5 |
Any benefit given or deemed to be given by the Executive to any Group Company under the terms of clause 13.2 is received and held on trust by the Companies for all companies in the Unilever Group. |
14 |
Intellectual Property |
14.1 |
The Executive shall notify the Company of the existence of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of his service pursuant to this Agreement with the Company and, at the Companys request, shall provide full written details thereof. The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in either NV or PLC absolutely. To the extent that they do not vest automatically, the Executive holds them on trust for either NV or PLC and shall, at the request and expense of the Company, (during the course of his employment or thereafter) assign them to the either NV or PLC or their nominee. The Executive agrees promptly to execute all documents and do all acts as may, in the opinion of either NV or PLC, be necessary or desirable to give effect to this clause 14.1 and/or to effect all relevant registration(s) and protections. |
14.2 |
The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works. |
14.3 |
The Executive hereby irrevocably appoints each of NV and PLC to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause. |
15 |
Disciplinary and Grievance Procedures |
15.1 |
Other than as set out in this Agreement, there are no express disciplinary rules in force in relation to the Executive who is expected at all times to conduct himself in a manner consistent with his senior status. There is no formal grievance procedure but in the event of any grievance, the Executive may raise the matter with the Chairman or the Board, as may be appropriate. |
16 |
Garden Leave |
16.1 |
At any time after notice is given under clause 8, or if the Executive resigns without giving due notice and the Company does not accept his resignation, the Company shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide any work for the Executive, and the Company may at any time or from time to time during any period of notice (whether given by the Company or the Executive) require that the Executive does not: |
16.1.1 |
attend at any premises of the Company; |
16.1.2 |
retain or seek to obtain any access to electronic systems or devices owned or operated by the Company or a company in the Unilever Group; |
16.1.3 |
contact or have any communication with any customer or client of the Company or any other company in the Unilever Group in relation to the business of the Company or the Unilever Group; |
16.1.4 |
contact or have any communication with any employee, officer, director, agent or consultant of the Company or any company in the Unilever Group in relation to the business of the Company or any other Group Company; |
16.1.5 |
remain or become involved in any aspect of the business of the Company or the Unilever Group except as required by the Company; or |
16.1.6 |
be employed in, carry on for his own account or for any other person, (or be a director of any company engaged in) or take any affirmative steps to establish, develop or assist any business which provides, offers or engages in or is about to or intending to provide, offer or engage in any business in competition with the business of the Company or any company in the Unilever Group. |
16.2 |
Salary and fixed allowance will not cease to be payable by reason of such requirement and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and the Unilever Group and not do anything that is harmful to the Company or the Unilever Group. |
17 |
Suspension |
17.1 |
In circumstances where the Company believes there is a reasonable suspicion of breach of this Agreement, in order that the circumstances giving rise to that belief may be investigated, the Company may suspend the Executive from the performance of his duties. Salary and fixed allowance will not cease to be payable by reason of such suspension and the Executive shall continue to be bound by the provisions of this Agreement and must continue at all times to conduct himself with good faith towards the Company and not do anything that is harmful to the Company or the Unilever Group. |
18 |
Miscellaneous |
18.1 |
If the Executive is at any time granted options or rights pursuant to any share option or share incentive scheme of the Company or any other member of the Unilever Group, those options or rights shall be subject to the rules of that scheme as in force from time to time which rules shall not form part of the Executives service contract. In particular, if the Executives employment should terminate for any reason (including as a result of a repudiatory breach of contract by the Company) his rights will be governed entirely by the terms of that scheme and he will not be entitled to any further or other compensation for any loss of any right or benefit or prospective right or benefit under any such scheme which he may have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. |
18.2 |
The Executive consents to each Company and any member of the Unilever Group holding and processing both electronically and manually the data it collects which relates to the Executive for the purposes of the administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations. The |
Executive also consents to the transfer of such personal information to other offices the Company may have or to any member of the Unilever Group or to other third parties whether or not outside the European Economic Area for administration purposes in connection with the Executives employment where it is necessary or desirable for the Company to do so.
18.3 |
If any clause, or identifiable part of any clause, of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, then this shall not affect the validity or enforceability of the remaining clauses or identifiable parts of such. |
18.4 |
No modification, variation or amendment to this Agreement shall be effective unless it is in writing and has been signed by, or on behalf of, the parties. |
19 |
Entire Agreement |
This Agreement is supplemental to the letter dated [ ] 2015 setting out the Executives reward package but otherwise it supersedes and replaces all agreements or arrangements whether written, oral or implied between the Companies or any member of the Unilever Group and the Executive relating to the service and employment of the Executive or the termination of that service or employment and the Executive acknowledges and warrants that he is not entering into this Agreement in reliance on any representation not expressly set out herein and shall have no remedy in relation to any such representation.
20 |
Notices |
20.1 |
Any notice, or other communication which is required to be served by the Company under these terms and conditions, shall be signed by the Group Secretary if the Executive is a director of the Company, and addressed to the Executive at the appropriate business address. |
20.2 |
Any notice or other communication which is required to be served by the Executive on either Company, will require the signature of the Executive and be addressed to the Group Secretary at his office address. |
21 |
Governing Law |
All communications, agreements and contracts pertaining to the Executives employment with the Company (including, without limitation, this Agreement) will be governed by and construed in accordance with the laws of England and Wales and each of the parties hereby irrevocably agrees for the exclusive benefit of the Companies and the Unilever Group that the Courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with those documents, this Agreement or the Executives service or employment with the Companies.
EXECUTED as a DEED on behalf of |
/s/ PAUL POLMAN |
|
UNILEVER NV |
Director |
|
/s/ TONIA LOVELL |
||
Company Secretary/Director |
||
EXECUTED as a DEED on behalf of |
/s/ GRAEME PITKETHLY |
|
UNILEVER PLC |
Director |
|
/s/ TONIA LOVELL |
||
Company Secretary/Director |
EXECUTED as a DEED by GRAEME PITKETHLY in the presence of:
|
/s/ GRAEME PITKETHLY
|
Witnesss signature |
/s/ ANDREW FORSYTHE |
|
Witnesss Name |
ANDREW FORSYTHE |
|
Witnesss Address |
||
|
||
|
||
Witnesss Occupation |
HR PROFESSIONAL |
Exhibit 4.2
Private & Confidential Alan Jope alan.jope@unilever.com |
25 February 2021
Dear Alan
Your reward package in respect of 2021
This letter outlines your reward package for 2021 authorised by the Compensation Committee (the Committee), subject to shareholder approval at the AGM in May. Any defined terms used have the meaning set out in your service agreement (your Agreement) with Unilever PLC (Unilever) if not otherwise defined here.
REWARD PACKAGE FOR 2021 | ||
Fixed pay: |
1,508,000 EUR p.a. (unchanged from previous year)
Your fixed pay is denominated in Euros (and payable in equal monthly instalments). |
|
Discretionary annual bonus: |
2020: Discretionary annual bonus outcome: 1,085,760 EUR
This is your gross annual bonus award in respect of 2020. It represents your annual bonus target (150% of your fixed pay) multiplied by Unilevers 2020 performance ratio of 48%. In accordance with the changes in the Reward Framework from January 2021 , 50% of your net of taxes Annual Bonus will be deferred into Unilever shares. Within 7 days of the 2021 AGM, the intention is to grant you a Deferred Bonus Award pursuant to the rules of the Unilever Share Plan 2017 (the Plan), in the form of Forfeitable Shares that will vest 3 years after the date of award on 7 May 2024. For further details regarding your bonus outcome, please refer to the Directors Remuneration Report (DRR) of the 2020 Annual Report and Accounts (ARA).
2021: Discretionary annual bonus target: 150% of fixed pay
Your discretionary annual bonus target for 2021 is set out above. The maximum discretionary annual bonus is 225% of fixed pay (150% of target bonus). Performance measures are as set out in the Directors Remuneration Report (DRR) of the 2020 Annual Report and Accounts (ARA). Details of the performance targets approved by the Committee will be communicated to you separately. |
|
PSP: |
2021: Discretionary Performance Share Plan (PSP) award: 3,016,000 EUR (200% of fixed pay)
The value of your discretionary Performance Share Plan Award (PSP) award is set out above and is granted under the Unilever Share Plan 2017 (the Plan). Your PSP award will vest between 0-200% three years from the award date in line with the rules of the Plan and performance against the measures/targets set out below. The PSP award will be granted within 7 days following the 2021 AGM and will vest 7 May 2024.
Upon vesting of the PSP award, an additional two-year holding period will apply until 7 May 2026 (which is unaffected by departure). |
|
Benefits: |
Unilever will provide the following benefits as set out below:
medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan;
life insurance cover at three times your fixed pay; and
actual and reasonable costs of tax return preparation in respect of total Unilever earnings via Unilevers designated tax advisor. |
In addition, all 2021 payments/awards set out above (excluding the bonus deferral shares) are gross, and subject to: any necessary deductions for tax/social security; the malus/clawback provisions set out below; the terms and conditions of your Agreement (which are unchanged save as set out in this letter), relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time)
Malus, clawback, ultimate remedy and discretion. All performance-related remuneration awarded to you delivered in cash or shares, including but not limited to any annual bonus, bonus deferral & PSP or any other incentive award, is subject to malus, clawback, ultimate remedy and discretion as follows:
Malus:
If the Compensation Committee of the Unilever Board (the Committee) considers that there is:
|
a significant downward restatement of the financial results of Unilever; |
|
reasonable evidence of gross misconduct or gross negligence by you; |
|
reasonable evidence of material breach by you of Unilevers Code of Business Principles or any of the Code Policies; |
|
breach of restrictive covenants by which you have agreed to be bound; |
|
reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever; |
|
misleading data and/or there is an error in the calculations on the basis of which the performance related remuneration was granted; and/or |
|
corporate failure, |
it 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 provision) will be reduced, not vest, only vest in part. Malus applies to deferred bonus awards during the three year deferral period and to unvested PSP awards during the vesting period and retention period.
Clawback:
If the Committee considers that there is:
|
a significant downward restatement of the financial results of Unilever; |
|
misleading data and/or there is an error in the calculations on the basis of which the performance related remuneration was granted or paid out or vested; and/or |
|
corporate failure, |
it may, in its discretion, within three years from the payment of bonus awards and up to two years from vesting for PSP awards (including where awards vest prior to or during the retention period):
|
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 Committee); 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 or reduce, any other remuneration to which you may be or become entitled in connection with your employment 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 (as directed by Unilever) within 30 days of the notification.
Ultimate remedy:
PSP awards are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committees opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilevers performance against non-financial measures.
Committee discretion to amend targets/measures:
For PSP awards and annual bonus, the Committee may change a performance measure or target (including replacing a measure) in accordance with the awards terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so.
The Committee may also adjust the number or class of shares awarded under PSP and deferred bonus awards if certain corporate events (e.g. rights issues) occur.
The Committee will continue to review targets on all unvested awards in the event of any material acquisitions or disposals that were not included in the financial plan or were not anticipated at the time of target setting. The Committee may make adjustments if deemed appropriate to ensure that all targets remain relevant and equally stretching in light of any M&A activity, other corporate events, or any other event that the Committee considers to be material, that was not foreseen at the time of target setting.
The Committee retains the discretion (without limitation) to adjust the formulaic outcome of business performance measures to reflect its assessment of the underlying long-term performance.
To avoid doubt, in exercising its powers under these malus, clawback, ultimate remedy and discretion provisions, the Committee may, in its discretion, apply different treatments to: (i) different employees and/or (ii) different remuneration, and may apply such different treatment in combination. These provisions can apply even if you are not responsible for the event in question, or if it happened before the vesting or grant of your performance-related remuneration. Ultimate remedy, malus and claw-back will not apply to an award which has been exchanged following a change of control and claw-back will not apply where an award vests on a change of control.
Personal shareholding requirement. In your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with our Personal Shareholding Standard. Just as a reminder, you are required to retain all shares vesting from any share awards made since your appointment until your personal shareholding requirement of at least five times your fixed pay has been met. Im pleased to confirm that you currently satisfy the Personal Shareholding Requirement. You need to continue holding shares after your employment ends (100% of the minimum shareholding requirement for 24 months post cessation).
Next steps. If you have any questions about the above (or the Reward Framework/ Remuneration Policy generally), please dont hesitate to contact me via margot.fransen@unilever.com [.....].
Please then reply AGREED to my covering email to confirm that you agree to the terms and conditions of this letter, including the operation of clawback and malus, and that you have read the relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time) which set out the clawback and malus provisions in more detail, and that you agree to be bound by their terms. In particular, you consent to any repayment, withholding or deduction made in accordance with such provisions (otherwise such agreement will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis).
With kind regards,
Margot Fransen
Chief Counsel Executive Compensation & Employment
Exhibit 4.2
Private & Confidential Graeme Pitkethly graeme.pitkethly@unilever.com |
25 February 2021
Dear Graeme,
Your reward package in respect of 2021
This letter outlines your reward package for 2021 authorised by the Compensation Committee (the Committee) subject to shareholder approval at the AGM in May. Any defined terms used have the meaning set out in your service agreement (your Agreement) with Unilever PLC (Unilever) if not otherwise defined here.
REWARD PACKAGE FOR 2021 | ||
Fixed pay: |
1,135,960 EUR p.a. (unchanged from previous year)
Your fixed pay is denominated in Euros (and payable in equal monthly instalments). |
|
Discretionary annual bonus: |
2020: Discretionary annual bonus outcome: 654,313EUR
This is your annual bonus award in respect of 2020. It represents your annual bonus target (120% of your fixed pay) multiplied by Unilevers 2020 performance ratio of 48%. In accordance with the changes in the Reward Framework from January 2021 , 50% of your net of taxes Annual Bonus will be deferred into Unilever shares. Within 7 days of the 2021 AGM, the intention is to grant you a Deferred Bonus Award pursuant to the rules of the Unilever Share Plan 2017 (the Plan), in the form of Forfeitable Shares that will vest 3 years after the date of award on 7 May 2024. For further details regarding your bonus outcome, please refer to the Directors Remuneration Report (DRR) of the 2020 Annual Report and Accounts (ARA).
2021: Discretionary annual bonus target: 120% of fixed pay
Your discretionary annual bonus target for 2021 is set out above. The maximum discretionary annual bonus is 180% of fixed pay (120% of target bonus). Performance measures are as set out in the Directors Remuneration Report (DRR) of the 2020 Annual Report and Accounts (ARA). Details of the performance targets approved by the Committee will be communicated to you separately. |
|
PSP: |
2021: Discretionary Performance Share Plan (PSP) award: 1,817,536 EUR (160% of fixed pay)
The value of your discretionary Performance Share Plan Award (PSP) award is set out above and is granted under the Unilever Share Plan 2017 (the Plan). Your PSP award will vest between 0-200% three years from the award date in line with the rules of the Plan and performance against the measures/targets set out below. The PSP award will be granted within 7 days following the 2021 AGM and will vest 7 May 2024.
Upon vesting of the PSP award, an additional two-year holding period will apply until 7 May 2026 (which is unaffected by departure). |
|
Benefits: |
Unilever will continue to provide the following benefits on the same basis as currently:
medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan; |
life insurance cover at three times your fixed pay (any additional cover elected by you will be for your own account); and
actual and reasonable costs of tax return preparation in respect of total Unilever earnings via Unilevers designated tax advisor. |
In addition, all 2021 payments/awards set out above (excluding the bonus deferral shares) are gross, and subject to: any necessary deductions for tax/social security; the malus/clawback provisions set out below; the terms and conditions of your Agreement (which are unchanged save as set out in this letter), relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time)
Malus, clawback, ultimate remedy and discretion. All performance-related remuneration awarded to you delivered in cash or shares, including but not limited to any annual bonus, bonus deferral & PSP or any other incentive award, is subject to malus, clawback, ultimate remedy and discretion as follows:
Malus:
If the Compensation Committee of the Unilever Board (the Committee) considers that there is:
|
a significant downward restatement of the financial results of Unilever; |
|
reasonable evidence of gross misconduct or gross negligence by you; |
|
reasonable evidence of material breach by you of Unilevers Code of Business Principles or any of the Code Policies; |
|
breach of restrictive covenants by which you have agreed to be bound; |
|
reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever; |
|
misleading data and/or there is an error in the calculations on the basis of which the performance related remuneration was granted; and/or |
|
corporate failure, |
it 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 provision) will be reduced, not vest, only vest in part. Malus applies to deferred bonus awards during the three year deferral period and to unvested PSP awards during the vesting period and retention period.
Clawback:
If the Committee considers that there is:
|
a significant downward restatement of the financial results of Unilever; |
|
misleading data and/or there is an error in the calculations on the basis of which the performance related remuneration was granted or paid out or vested; and/or |
|
corporate failure, |
it may, in its discretion, within three years from the payment of bonus awards and up to two years from vesting for PSP awards (including where awards vest prior to or during the retention period):
|
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 Committee); 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 or reduce, any other remuneration to which you may be or become entitled in connection with your employment 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 (as directed by Unilever) within 30 days of the notification.
Ultimate remedy:
PSP awards are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committees opinion taking all circumstances into
account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilevers performance against non-financial measures.
Committee discretion to amend targets/measures:
For PSP awards and annual bonus, the Committee may change a performance measure or target (including replacing a measure) in accordance with the awards terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so.
The Committee may also adjust the number or class of shares awarded under PSP and deferred bonus awards if certain corporate events (e.g. rights issues) occur.
The Committee will continue to review targets on all unvested awards in the event of any material acquisitions or disposals that were not included in the financial plan or were not anticipated at the time of target setting. The Committee may make adjustments if deemed appropriate to ensure that all targets remain relevant and equally stretching in light of any M&A activity, other corporate events, or any other event that the Committee considers to be material, that was not foreseen at the time of target setting.
The Committee retains the discretion (without limitation) to adjust the formulaic outcome of business performance measures to reflect its assessment of the underlying long-term performance.
To avoid doubt, in exercising its powers under these malus, clawback, ultimate remedy and discretion provisions, the Committee may, in its discretion, apply different treatments to: (i) different employees and/or (ii) different remuneration, and may apply such different treatment in combination. These provisions can apply even if you are not responsible for the event in question, or if it happened before the vesting or grant of your performance-related remuneration. Ultimate remedy, malus and claw-back will not apply to an award which has been exchanged following a change of control and claw-back will not apply where an award vests on a change of control.
Personal shareholding requirement. In your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with our Personal Shareholding Standard. Just as a reminder, you are required to retain all shares vesting from any share awards made since your appointment until your personal shareholding requirement of at least four times your fixed pay has been met. Im pleased to confirm that you currently satisfy the Personal Shareholding Requirement. You need to continue holding shares after your employment ends (100% of the minimum shareholding requirement for 24 months post cessation).
Next steps. If you have any questions about the above (or the Reward Framework / Remuneration Policy generally), please dont hesitate to contact me via margot.fransen@unilever.com [.....].
Please then reply AGREED to my covering email to confirm that you agree to the terms and conditions of this letter, including the operation of clawback and malus, and that you have read the relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time) which set out the clawback and malus provisions in more detail, and that you agree to be bound by their terms. In particular, you consent to any repayment, withholding or deduction made in accordance with such provisions (otherwise such agreement will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis).
With kind regards,
Margot Fransen
Chief Counsel Executive Compensation & Employment
Exhibit 12.1
Section 302 Certification
CERTIFICATIONS
I, ALAN JOPE, certify that:
1. |
I have reviewed this annual report on Form 20-F of UNILEVER PLC, |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. |
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: 10 March 2021 |
/s/ Alan Jope |
Chief Executive Officer |
Section 302 Certification
CERTIFICATIONS
I, GRAEME PITKETHLY, certify that:
1. |
I have reviewed this annual report on Form 20-F of UNILEVER PLC, |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. |
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: 10 March 2021 |
/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, 2020 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: 10 March 2021 |
/s/ Alan Jope |
Alan Jope |
Chief Executive Officer |
Dated: 10 March 2021 |
/s/ Graeme David Pitkethly |
Graeme David Pitkethly |
Chief Financial Officer |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Unilever PLC:
We consent to the incorporation by reference in the registration statements on Form F-3 of Unilever PLC (No. 333-245589-01), Unilever Capital Corp (No. 333-245589-02) and Unilever United States Inc. (No. 333-245589-03) and on Form S-8 of Unilever PLC (No. 333-185299) of our report dated 3 March 2021, with respect to the consolidated balance sheets of Unilever PLC (and subsidiaries) (the Company) as of 31 December 2020 and 2019, 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 2020, and the related notes (collectively, the Consolidated Financial Statements) and the effectiveness of internal control over financial reporting as of 31 December 2020, which report appears in the 31 December 2020 annual report on Form 20-F of Unilever PLC.
Our report dated 3 March 2021 contains an explanatory paragraph that states that the Company acquired Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPants on 1 April 2020, 30 June 2020, 1 October 2020, and 23 December 2020 respectively, and management excluded from its assessment of the effectiveness of the Companys internal control over financial reporting as of 31 December 2020 Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPantss internal control over financial reporting associated with approximately 11% of the Companys total assets (of which 10% represented goodwill and intangible assets acquired) and approximately 1% of the Companys turnover included in the Consolidated Financial Statements of the Company as of and for the year ended 31 December 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Main Horlicks Acquisition, Horlicks Bangladesh, Liquid IV and SmartyPants.
/s/ KPMG LLP
London, United Kingdom
10 March 2021
Exhibit 17.1
Subsidiary Guarantors and Issuers of Guaranteed Securities
Each of the following securities issued by Unilever Capital Corporation (UCC), a wholly owned subsidiary of Unilever PLC (PLC), is unconditionally and fully guaranteed, jointly and severally, by PLC and Unilever United States, Inc. (UNUS), a wholly owned subsidiary of PLC:
$400M 2.75% Notes due 2021;
$500M 3.0% Notes due 2022;
$850M 2.2% Notes due 2022;
$500M 0.375% Notes due 2023;
$550M 3.125% Notes due 2023;
$500M 3.25% Notes due 2024;
$1000M 2.6% Notes due 2024;
$500M 3.1% Notes due 2025;
$350M 3.375% Notes due 2025;
$700M 2.0% Notes due 2026;
$1000M 2.9% Notes due 2027;
$1300M 3.5% Notes due 2028;
$850M 2.125% Notes due 2029;
$500M 1.375% Notes due 2030;
$1000M 5.9% Notes due 2032.