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Unilever PLC (ULVR)

  Print      Mail a friend       Annual reports

Monday 19 December, 2005

Unilever PLC

Unilever Structural Review

Unilever PLC
19 December 2005


The Board of Unilever today announces the outcome of the final stage of its
review of corporate governance and structure. Two previous stages concentrated
on its board and leadership structure.

Following a review of its current corporate structure, the Unilever Board
concluded that:

  • The current structure, with some important changes, meets the needs of the
    business for the foreseeable future. It provides fiscal flexibility and does
    not hinder the operation of the business, decision-making or organisational
    efficiency, all of which have been substantially strengthened by the changes
    introduced at this years' AGMs

  • Alternative unitary structures would not today offer compelling benefits

The Board has therefore decided that the NV/PLC structure is well-placed to meet
the needs of Unilever's business and the interests of shareholders.

The changes we are proposing will enhance balance sheet and capital structure
flexibility and further improve elements of our corporate governance.

Specifically, the Board has decided:

  • To adapt Unilever's constitutional arrangements to allow greater
    flexibility to allocate assets between both parent companies. This will
    ensure that Unilever continues to be able to return capital to shareholders
    and to pay dividends in the most efficient manner

  • To simplify the relationship between our PLC and NV shares by establishing
    a one-to-one equivalence in their underlying economic value. This will
    create transparency between the quotations of our various shares and will be
    achieved by a split of the NV shares and a consolidation of the PLC shares

  • To allow shareholders the right to nominate candidates to the Board,
    taking into account the need to ensure the unity of management. Unilever
    already has, in effect, a unified board structure with one Chairman and one
    Group Chief Executive.

Antony Burgmans, Chairman of Unilever, said:

'We have conducted a thorough and exhaustive review of our corporate structure.
The Board has concluded that the present structure will serve our interests
best, but with some significant changes made to it. These changes will provide
additional and important balance sheet and capital structure flexibility and
will further improve elements of our corporate governance.

'Three important principles guided us. First, Unilever's commercial operations
should be advanced and not prejudiced by any change. Second, any change should
have tangible benefits for shareholders. Lastly, any change should improve
transparency and flexibility. Based on these criteria the Board has unanimously
decided to strengthen the current structure. This structure has been and still
serves as a framework by which we can benefit from the best of many cultures and

The appropriate resolutions to implement the proposed changes will be put before
shareholders at the annual general meetings in May 2006.

The review team was led by Chairman Antony Burgmans and included non-executive
directors Jeroen van der Veer and David Simon. Professional advice was provided
by Rothschild and UBS Investment Bank, together with Michael Pescod of Tricorn
Partners and John Studzinski of HSBC. Legal advice was provided by De Brauw
Blackstone Westbroek, Slaughter and May, Cravath, Swaine & Moore LLP.

                                    - ends -

Notes to Editors

In May 2004, Unilever's Boards were structured to include a majority of
independent non-executive directors.

In May 2005, the governance of Unilever was further revised to replace joint
executive Chairmen with a single non-executive Chairman and a single Group Chief

A conference call and audio webcast will be held today at 10:00 (GMT), 11:00
(CET), 05:00 (ET).

General Public (Listen Only) Numbers:

From the UK or Europe, please call  
+44 (0) 1296 311 650 Pin: 649248#

From the US, please call            
+1 877 810 2621 or + 1 617 786 1940 Pin: 27268091#

Replay Numbers:

From the UK or Europe, please call       
+ 44 (0) 1296 618 700 Pin: 299467#

From the US, please call           
+ 1 888 286 8010 or +1 617 801 6888 Pin: 80623209#

We advise that you try to dial in to the conference at least 10 minutes prior to
the conference - lines will be open 1 hour before.

The teleconference will be recorded and available immediately for a period of
two weeks.

You can access the webcast via or by clicking on
the link:


Contact numbers:

Unilever Press Office:      +44 (0) 20 7822 6805/6010
                            +31 10 217 4844

Investor Relations:         +44 (0) 20 7822 6048/6830
                            +31 10 217 3859

SAFE HARBOUR STATEMENT: This release may contain forward-looking statements,
including 'forward-looking statements' within the meaning of the United States
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting 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. Further details of
potential risks and uncertainties affecting the Group are described in the
Group's filings with the London Stock Exchange, Euronext Amsterdam and the US
Securities and Exchange Commission, including the Annual Report & Accounts on
Form 20-F. These forward-looking statements speak only as of the date of this

                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                      

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