Report & accounts 2002 in full - Unilever

More documents

Recommendations

Info

Unilever’s position relative to the TSR reference group 7 14 21 98 99 00 01 02 The reference group, including Unilever, consists of 21 companies. Unilever’s position is based on TSR over a three-year rolling period. In 2002 the following companies formed the peer group of comparative companies: Avon Lion Beiersdorf L’Oréal Cadbury Schweppes Nestlé Clorox Orkla Coca-Cola Pepsico Colgate Philip Morris Danone Procter & Gamble Gillette Reckitt Benckiser Heinz Sara Lee Kao Shiseido Significant changes Any important developments and post-balance sheet events that have occurred since 31 December 2002 have been noted in this Annual Report & Accounts and Form 20-F 2002. Otherwise, there have been no significant changes since the year end. Unilever Annual Report & Accounts and Form 20-F 2002 Financial review 41 Report of the Directors
42 Corporate governance Organisational structure of Unilever NV and PLC are the two parent companies of the Unilever Group of companies. NV was incorporated under the name Naamlooze Vennootschap Margarine Unie in the Netherlands in 1927. PLC was incorporated under the name Lever Brothers Limited in Great Britain in 1894. Since 1930 when the Unilever Group was formed, NV and PLC together with their group companies have operated, as nearly as is practicable, as a single entity. They have the same directors, adopt the same accounting principles, and are linked by a series of agreements. The Equalisation Agreement, which regulates the mutual rights of the two sets of shareholders, is particularly important. It makes the position of the shareholders of both companies, as far as possible, the same as if they held shares in a single company. NV and PLC are separate companies, with separate stock exchange listings and different shareholders. You cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. This happens for a number of reasons, including changes in exchange rates. However, over time the prices of NV and PLC shares do stay in close relation to each other, in particular because of our equalisation arrangements. NV and PLC are holding and service companies. Our businesses are carried out by our group companies around the world. The holding companies have agreed to co-operate in all areas, to exchange all relevant business information and to ensure all group companies act accordingly. Usually, shares in the group companies are held ultimately by either NV or PLC, with the main exception being that the US companies are owned by both and, as a result of the legal integration of Bestfoods into Unilever, a number of the group companies are partly held by Unilever United States, Inc. These group companies are therefore also ultimately owned jointly by NV and PLC. These arrangements are designed to create a balance between the funds generated by the NV and PLC parts of the Group. See pages 128 to 131 for a listing of the Group’s principal subsidiaries and also Control of Unilever on page 138. Legal structure of the Group Shareholders Shareholders Directors NV Equalisation and other agreements PLC NV Owned Operating Companies Jointly Owned Operating Companies PLC Owned Operating Companies Unilever Annual Report & Accounts and Form 20-F 2002 Directors The Chairmen and all of the directors are full-time executives and directors of both NV and PLC and, as well as holding specific management responsibilities, they are responsible for the conduct of the business as a whole. The Chairmen of NV and PLC are the principal executive officers of Unilever. Our operations are organised into two global divisions – Foods and Home & Personal Care – headed by Division Directors. Reporting to their respective Division Directors are the Foods and the Home & Personal Care Business Presidents, responsible for the profitability of their regional and global businesses. For details of the Division Directors and Business Presidents, see pages 46 to 48. The directors have set out a number of areas for which the Boards have direct responsibility for decision-making. They meet to consider the following corporate events and actions: • Agreement of quarterly results announcements • Approval of the Annual Report and Accounts and Form 20-F • Declaration of dividends • Convening of shareholders’ meetings • Approval of corporate strategy • Authorisation of major transactions All other matters are delegated to committees whose actions are reported to and monitored by the Boards. Board meetings are held in London and Rotterdam and chaired by the Chairmen of NV and PLC. The Chairmen are assisted by the Joint Secretaries, who ensure the Boards are supplied with all the information necessary for their deliberations. Information is normally supplied aweek prior to each meeting. Directors are elected by shareholders at the Annual General Meetings of NV and PLC, to hold office until the end of the next Annual General Meetings. For details of the nomination procedure for directors, see Control of Unilever on page 138. All directors submit themselves for re-election each year and retire at the latest by the age of 62. They are executive officers, and cease to hold executive office on ceasing to be directors. We appoint our other executive officers, who are full-time, for an indefinite period. These other executive officers are the corporate officers listed on page 48. None of our directors or executive officers is elected or appointed under any arrangement or understanding. A procedure is in place to enable directors, if they so wish, to seek independent professional advice. On election, directors are briefed thoroughly on their responsibilities.
Page 1 and 2: Disclaimer Notes to the Annual Repo
Page 3 and 4: A truly multi-local multinational U
Page 5 and 6: 2 General information The Unilever
Page 7 and 8: 4 Financial highlights at current r
Page 9 and 10: 6 Chairmen’s statement responded
Page 11 and 12: 8 Our code of business principles C
Page 13 and 14: 10 About Unilever Home & Personal C
Page 15 and 16: 12 About Unilever We reduced the im
Page 17 and 18: 14 About Unilever Description of ou
Page 19 and 20: 16 Operating review - highlights 20
Page 21 and 22: 18 Operating review by region Europ
Page 23 and 24: 20 Operating review by region In Ho
Page 25 and 26: 22 Operating review by region Bango
Page 27 and 28: 24 Operating review by category - F
Page 35 and 36: 32 Operating review by category - H
Page 37 and 38: 34 Operating review by category - H
Page 39 and 40: 36 Financial review The decrease is
Page 41 and 42: 38 Financial review equivalent of
Page 43: 40 Financial review • Innovation:
Page 47 and 48: 44 Corporate governance Nomination
Page 49 and 50: 46 Corporate governance Biographica
Page 51 and 52: 48 Corporate governance Business Pr
Page 53 and 54: 50 Remuneration report Remuneration
Page 55 and 56: 52 Remuneration report Details of t
Page 57 and 58: 54 Remuneration report Directors’
Page 59 and 60: 56 Remuneration report Remuneration
Page 61 and 62: 58 Remuneration report Supplementar
Page 63 and 64: 60 Remuneration report In addition,
Page 65 and 66: 62 Financial statements - Contents
Page 67 and 68: 64 Statement of directors’ respon
Page 69 and 70: 66 Accounting information and polic
Page 71 and 72: 68 Accounting information and polic
Page 73 and 74: 70 Consolidated statement of total
Page 75 and 76: 72 Notes to the consolidated accoun
Page 95 and 96:
92 Notes to the consolidated accoun
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
100 Notes to the consolidated accou
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
114 Five year record Unilever Group
Page 119 and 120:
116 Five year record Unilever Group
Page 121 and 122:
118 Additional information for US i
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
128 Principal group companies and f
Page 133 and 134:
130 Principal group companies and f
Page 135 and 136:
132 Company accounts Unilever N.V.
Page 137 and 138:
134 Further statutory information U
Page 139 and 140:
136 Notes to the company accounts U
Page 141 and 142:
138 Control of Unilever Share capit
Page 143 and 144:
140 Control of Unilever If you are
Page 145 and 146:
142 Analysis of shareholding Signif
Page 147 and 148:
144 Nature of the trading market Sh
Page 149 and 150:
146 Taxation for US residents Unite
Page 151 and 152:
148 Cross reference to Form 20-F PA
Page 153 and 154:
150 Financial calendar and addresse
Page 155 and 156:
Design: Fitch: London Typesetting:
show all

Report & accounts 2002 in full - Unilever

Create successful ePaper yourself

Delete template?

Save as template?