Report & accounts 2002 in full - Unilever

Contents
Report of the Directors
General information 2
Financial highlights 3
Chairmen’s statement 5
Our code of business principles 7
About Unilever 9
Description of business 9
Business structure 9
Foods 9
Savoury and dressings 9
Spreads and cooking products 9
Health & wellness 9
Beverages 9
Ice cream and frozen foods 9
Home & Personal Care 10
Home care and professional cleaning 10
Personal care 10
Other operations 10
Corporate venture activities 10
Technology and innovation 10
Information technology 11
Environmental responsibility 11
Responsible corporate behaviour 12
Competition 12
Exports 12
Seasonality 13
People 13
Related party transactions 13
Intellectual property 13
Description of our properties 14
Legal and arbitration proceedings and regulatory
matters 14
Government regulation 14
Operating review – highlights 15
Operating review by region 18
Europe 18
North America 19
Africa, Middle East and Turkey 20
Asia and Pacific 21
Latin America 22
Operating review by category – Foods 24
Savoury and dressings 24
Spreads and cooking products 26
Health & wellness and beverages 27
Ice cream and frozen foods 28
Operating review by category – Home & Personal Care 31
Home care and professional cleaning 31
Personal care 33
Financial review 35
Critical accounting policies 35
Results – 2002 compared with 2001 35
Results – 2001 compared with 2000 36
Dividends and market capitalisation 37
Balance sheet 37
Cash flow 37
Finance and liquidity 37
Treasury and hedging policies 38
Risk management 39
Total Shareholder Return (TSR) 40
Unilever’s position relative to the TSR reference group 41
Significant changes 41
Corporate governance 42
Organisational structure of Unilever 42
Legal structure of the Group 42
Directors 42
Advisory Directors 43
Unilever Annual Report & Accounts and Form 20-F 2002
Report of the Directors (continued)
Corporate governance (continued)
Board Committees 43
Requirements in the Netherlands and the UK 44
Auditors 45
Relations with shareholders and other investors 45
Reporting to shareholders 45
Biographical details:
Directors 46
Advisory Directors 46
Business Presidents 47
Corporate Officers 48
Board changes 48
Advisory Directors’ changes 48
Remuneration report 49
Report to shareholders 49
The Remuneration Committee 49
Directors’ remuneration policy 49
Remuneration package 50
Unilever’s position relative to broad based
equity indices 52
Directors’ pensions 52
Directors’ service contracts 54
Directors’ shareholding requirements 55
Directors’ interests: share capital 55
Remuneration of directors and executive officers 56
Directors’ emoluments 56
Directors’ share options 57
Directors’ conditional share awards under
the TSR Long-Term Incentive Plan 59
Advisory Directors 59
Auditable part of remuneration report 60
Report of the Audit Committee 61
Financial Statements
Contents listing for financial statements 62
Shareholder information
1
Control of Unilever 138
Share capital 138
Unity of management 138
Equalisation Agreement 138
More information about our constitutional
documents 139
General Meetings and voting rights 139
Directors 140
Mutual guarantee of borrowings 140
Combined earnings per share 140
Leverhulme Trust 141
N.V. Nederlandsch Administratie- en
Trustkantoor (Nedamtrust) 141
Material modifications to the rights
of security holders 141
Analysis of shareholding 142
Information about exchange controls
affecting security holders 143
Nature of the trading market 143
Taxation for US residents 145
Dividends 147
Cross reference to Form 20-F 148
Glossary 149
Financial calendar and addresses 150
Website 151
Publications 151
Share registration 151