Corporate governances

Corporate Governance is the interaction of the management, shareholders and Board of Directors to help ensure that all investorsboth shareholders and creditorsare protected against managers acting solely in their own best interest. Corporate Governance consists of laws, policies, procedures and, most importantly, practices that ensure the well-being of the assets of the Company. Corporate Governance is at its highest levels when management acts as if they are long-term investors in the Company.
Unilever

Transparency and accountability are the two basic tenets of Corporate Governance. esponsible corporate conduct is integral to the way !nilever do business. "ts actions are governed by its values and principles, which are reinforced at all levels within the Company. #mployees at !nilever are committed to doing things the right way which means ta$ing business decisions and acting in a way that is ethical and is in compliance with the applicable legislation. "ts Code of Business %rinciples is an e&tension of its values and reflects its continued commitment to ethical business practices and regulatory compliance. !nilever ac$nowledge its employees individual and collective responsibilities to manage their business activities with integrity. To succeed, !nilever's employees believe, re(uires highest standards of corporate behavior towards everyone they wor$ with, the communities they touch and the environment on which they have an impact. This is their way to sustainable, profitable growth and creating long term value for its shareholders, its people and its business partners. The Board of Directors )*the Board'+ of Company is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other sta$eholders. This belief is reflected in !nilever's governance practices, under which we strive to maintain an effective, informed and independent Board. !nilever $eeps its governance practices under continuous review and benchmar$ itself to the best practices across the globe. Employee Involvement: !nilever's people share the Company's passion towards sustainable development which is encouraged by volunteer programs. #mployees contribute to various organi,ations throughout the year in the form of monetary support and s$ill development. Contributions through the payroll program for -ga .han !niversity /ospital, The Citi,ens 0oundation and !1 2orld 0ood %rogram resulted in a collection of over s. 3 million. #mployees also participated in an internal campaign called Red Balloon Day to support child health care programs run by 4ave the Children and raised s. 566,666 in a day. -dditionally its employees also spent time with TC0 students to educate them about hand washing on Global Hand washing Day and other TC0 volunteer programs. 7ver 866 employees participated in one or more activities during the year. Code of Corporate Governance

The management of the Company is committed to good corporate governance and complying with the best practices. -s re(uired under the Code of Corporate Governance . Holding Company Through its wholly owned subsidiary, !nilever 7verseas /oldings 9imited )!7/9+, !., !nilever %9C, a company incorporated in the !nited .ingdom, is the holding company, owning :;.6:< of the shares in !nilever %a$istan 9imited. General Meeting of Shareholders The -nnual General =eeting of 4hareholders )-G=4+ is the Company's highest governance body. "t has the authority to appoint and terminate the Commissioners and Directors, and decides on other critical matters pertaining to the Company's business and operations including the amount of the Directors' and Commissioners' remuneration, the payment of dividends and distribution of profits, the approval of the -nnual eport, the appointment of the independent auditor, amendments to the -rticles of -ssociation, and the delegation of authority to the Boards to follow up matters discussed and agreed at the -G=4. !nilever's most recent -G=4 was held on 3> =ay 36?3. The -G=4 ratified the audited financial statements and approved the -nnual eport for 36??@ approved the payment of the final and interim dividends for 36??@ approved changes in the composition of the Board of Commissioners and Board of Directors@ authori,ed the %resident Commissioner to determine the remuneration for the members of the Board of Commissioners and Board of Directors for the year 36?3@ authori,ed the Board of Commissioners to designate a registered form of accountants to audit the Company's financial statements for the year ending 5? December 36?3. Board of Directors BoD is responsible for the management and setting the strategic direction of !nilever, and for managing, utili,ing and maintaining the Company's assets in a manner consistent with the Company's obAectives. The BoD is also authori,ed to represent the Company on any matter, including in a Court of Bustice@ to bind the Company to other parties and other parties to the Company@ and to perform any and all actions, pertaining both to management as well as other affairs, within the boundaries set by the -rticles of -ssociation. Audit Committee !nilever's -udit Committee supports the oversight function of the BoC by reviewing and providing assurance on the integrity of !nilever %a$istan's financial statements@ ris$ management and internal control@ compliance with legal and regulatory re(uirements@ the e&ternal auditor's performance, (ualifications and independence@ and the implementation of the internal audit function. The -udit Committee coordinates closely with the "nternal -udit !nit and the #&ternal -uditor. Corporate Secretary Investor !elations The Corporate 4ecretary is the principal liaison between !nilever and its shareholders, the capital mar$et authorities, investors, analysts and the public, and has

a central role in ensuring transparency in the Company's disclosures and communications, both internal and e&ternal. Business !is" and #uture $utloo" %rofitable, consistent and competitive growth re(uires reshaping the business. -ddition of new categories and brands will entail a period of sustained investment with conse(uent impact on profit. Growth of both, new and e&isting categories is impacted by inflationary pressure, economic and political uncertainty, power shortages and volatile law and order conditions. The highly competitive nature of the 0ast =oving Consumer Goods )0=CG+ business will re(uire higher advertising spends than hitherto. Counterfeiting remains a challenge as brands become more popular. #vasion of ta&es in tea, which represents a third of our business, remains an issue particularly with the increase in sales ta& in 0ebruary 36?5. 0aced with these challenges, we continue to focus on our agenda of strengthening our mar$et leadership through continuous innovations, increased consumer focus, deepening the distribution and a strong performance culture within the organi,ation. 7ur people remain crucial for the continued growth of the business. "ts because of !nilever's Corporate Governance that ma$e it compete in the mar$et with uni(ue strategies and policies. "t CG help it maintain its customers loyalty, brand name, employees satisfaction and to maintain its competitive position in the mar$et.

Comment %&& 4trong governance structures enable them to deliver their %lan, realise the benefits for the business and draw on relevant e&pert input.

%CG
Employees Are Long-Term Investors
"n ?DD:, before %CG was even a publicly traded company, 2illiam Cooper %rocter introduced a profit-sharing program for employees. -t the time he said, E2e should let the employees share in the firm's earnings. That will give them an incentive to increase earnings.F /e revised that program in ?>65 to have the profit sharing be awarded in the form of actual %CG stoc$. /e reasoned that as employees became stoc$holders, their economic interests and those of the Company would be bound more closely together. That program still e&ists today with a large part of each !.4. employee's retirement consisting of %CG stoc$. -dditionally, virtually all employees own %CG stoc$ or stoc$ rights via various investment programs. Because of that fact, employees' economic interests are aligned to those of the Company. 0urther, our #&ecutive 4hare 7wnership %rogram re(uires senior e&ecutives to own shares of Company stoc$ andGor restricted stoc$ units valued at eight times base salary for the Chief #&ecutive 7fficer, and five times base salary for the other senior e&ecutives. 1on-employee directors must own Company stoc$ andGor restricted stoc$ units worth si& times their annual cash retainer. These compensation programs help to ensure the alignment of the interests of our senior e&ecutives and directors with shareholders.

A Foundation of Integrity, Control and Stewards ip

%CG has a strong history of operating with integrity throughout the Companyat all levels, in all countries, both internally and e&ternally. 7ur actions and the actions of all our employees are governed by our %urpose, Halues and %rinciples. The basis for every decision we ma$e at %CG can be found in our %urpose, Halues and %rinciples our %H%s. The clarity and constancy of the Company's %H%s is the one factor above all others that has driven the Company's growth over generations. 7ur commitment to operate responsibly is reflected in the steps we have in place to ensure rigorous financial discipline and Corporate Governance.

We have an active, capable and diligent Board of Directors that meets the required standards of independence, with members who understand their role in providing strong Corporate Governance.

Our Audit Committee is comprised e clusivel! of independent directors, with significant financial "nowledge and e perience. #he Audit Committee also meets regularl! in private session with the Compan!$s independent auditors, Deloitte % #ouche &&'. We maintain a strong internal control environment. Our rigorous business process controls include written policies and procedures, segregation of duties and the careful selection and development of emplo!ees. #he s!stem is designed to provide reasonable assurance that transactions are e ecuted as authori(ed and appropriatel! recorded, that assets are safeguarded and that accounting records are sufficientl! reliable to permit the preparation of financial statements conforming in all material respects with accounting principles generall! accepted in the ).*. We monitor these internal controls through an ongoing program of audit self+ assessment and internal and e ternal audits. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed is recorded, processed, summari(ed and reported in a timel! and accurate manner. Our Disclosure Committee is comprised of senior+level e ecutives responsible for evaluating disclosure implications of significant business activities and events. We e ecute financial stewardship b! maintaining specific programs and activities to ensure that emplo!ees understand their fiduciar! responsibilities to shareholders. #his ongoing effort encompasses financial discipline in strategic and dail! business decisions and brings particular focus to maintaining accurate financial reporting and effective controls. ,n addition, our Global &eadership Council is activel! involved in rigorous oversight of the business. We reinforce "e! emplo!ee responsibilities through the Compan!$s Worldwide Business Conduct, which details management$s and the Board of Directors$ commitment to conduct the Compan!$s business affairs with high ethical standards. -ver! emplo!ee is required to be trained on the Compan!$s Worldwide Business Conduct .anual, and ever! emplo!ee is held personall! accountable for compliance. 'ortions of the Worldwide Business Conduct .anual comprise '%G$s Code of -thics for *-C and /ew 0or" *toc" - change 1egulator! 'urposes, as further described in the .anual.

!oing " at#s $ig t

%CG's reputation is earned by our conductI what we say, what we do, the products we ma$e, the services we provide and the way we act and treat others. -s conscientious citi,ens and employees, we want to do what is right. 0or %CG, and our global operations, this is the only way to do business.

Comment %&&

%rocter C Gamble ta$es Corporate Governance very seriously. 7ur management acts as long-term investors of the Company because they, li$e most %rocter C Gamble employees at all levels, are in fact long-term investors.