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Purpose-led,
future-fit
Unilever Annual Report
and Accounts 2019
Unilever Annual Report and
Accounts 2019
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 N.V. (NV) and Unilever PLC
(PLC) together with the companies they control. The terms “Unilever”,
the “Group”, “we”, “our” and “us” refer to the Unilever Group.
Our Strategic Report, pages 1 to 46, contains information about us,
how we create value and how we run our business. It includes our
strategy, business model, market outlook 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 2019.
The Strategic Report has been approved by the Boards and signed
on their behalf by Ritva Sotamaa – Group Secretary.
Our Governance Report, pages 47 to 77 contains detailed corporate
governance information, our Committee reports and how we
remunerate our Directors.
Our Financial Statements and Notes are on pages 78 to 142.
Pages 1 to 162 constitute the Unilever Annual Report and Accounts
2019 for UK and Dutch purposes, which we may also refer to as
‘this Annual Report and Accounts’ throughout this document.
The Directors’ Report of PLC on pages 47 to 59, 78 (Statement of
Directors’ responsibilities), 108 (Dividends on ordinary capital), 121
to 127 (Treasury Risk Management), 148 and 152 (Post balance sheet
events) and 160 (Branch disclosure) has been approved by the PLC
Board and signed on its behalf by Ritva Sotamaa – Group Secretary.
The Strategic Report, together with the Governance Report,
constitutes the report of the Directors within the meaning of Article
2:391 of the Dutch Civil Code and has been approved by the NV Board
and signed on its behalf by Ritva Sotamaa – Group Secretary.
Pages 163 to 178 are included as Additional Information for
US Listing Purposes.
Online
You can find more information about Unilever
online at
www.unilever.com
For further information on our sustainability activities and
performance visit
www.unilever.com/sustainable-living
The Unilever Annual Report and Accounts 2019
(and the Additional Information for US Listing Purposes)
along with other relevant documents can be downloaded at
www.unilever.com/ara2019/downloads
In this report
Strategic Report
How our strategy is delivering value for our stakeholders
At a glance
Chairman's introduction
Our Board of Directors
Chief Executive Officer's Q&A
Unilever Leadership Executive
Our strategy
Our fast-changing world
Our strategy
Our value creation model
Our stakeholders
Stakeholder review:
– Consumers
– Our People
– Society
– Planet
– Customers
– Shareholders
Our performance
Financial review
Our risks
Non-financial information statement
2
4
5
6
7
8
9
10
12
14
16
18
19
20
21
22
24
33
46
Governance Report
How we’re running a responsible and effective business
Corporate Governance
Report of the Audit Committee
Report of the Corporate Responsibility Committee
Report of the Nominating and Corporate Governance
Committee
Directors’ Remuneration report
Financial Statements
Our full financial results and notes for the year
Statement of directors’ responsibilities
Independent auditors’ reports
Financial statements
Notes to the consolidated financial statements
Unilever N.V. company accounts and notes
Unilever PLC company accounts and notes
Group companies
Shareholder information
Index
Additional information for US listing purposes
47
54
56
58
60
78
79
87
91
143
148
153
161
162
163
Purpose-driven performance
One in three people around the world use our brands every
day. With this reach comes responsibility – and opportunity.
That’s why we've made it our purpose to make sustainable
living commonplace. To help people live well within the
limits of the planet. This isn’t just something we say – it
steers our decisions and shapes our actions, at every level of
the business.
Our focus on purpose goes back to the days of one of our
founders, William Lever, well over 100 years ago. It’s part
of Unilever history, and it’s integral to our future. This is
why we want all our brands to take a stand, and act, on the
big social and environmental issues facing the world. We
believe we’ll be a better and more successful business by
following this path.
To truly make sustainable living commonplace, we have to
be fit for the future. This means anticipating the significant
changes which are shaping our industry. Becoming fully
digitised, lower cost, faster acting and more agile. Using our
scale and influence to create positive change well beyond
Unilever. Expanding into high-growth markets with superior
products that are good for both people and the planet. And
continuing to attract the very best people into a diverse,
inclusive and flexible working culture.
Purpose-led, future-fit
At a glance
As one of the world’s largest and oldest consumer goods businesses, we’re on a mission to
make sustainable living commonplace.
A truly global business
Strong brands with purpose
Our brands are available in over 190 countries.
Our 400+ household brands help people feel good,
look good and get more out of life.
2.5
billion
people use our
products every day
60%
of turnover in
emerging markets
A growing
portfolio
of brands
with purpose
12
brands
with turnover of more
than €1 billion in the year
25
million
retail sales
outlets in our
distribution chain
13 of the
top 50
FMCG brands*
84%
of brands in top 1 or 2
market positions
Read more about our brands and consumers on pages 14 to 15.
Using our scale for good
Powered by our people
We have ambitious time-bound sustainability
goals which are delivering significant impact.
Our purposeful and inclusive culture attracts
and keeps the very best.
1.3
billion
people helped to
improve their health
and hygiene since 2010
100%
renewable grid
electricity in
5 continents
62%
of agricultural
raw materials
sustainably sourced
150
thousand
employees
51/49
gender balance
in management
(female/male)**
90%
of our leaders
are local
Number 1
FMCG graduate
employer of choice
in 52 markets
Read more about society and the planet on pages 18 to 19.
Read more about our people on pages 16 to 17.
*
Based on market penetration and consumer interactions (Kantar Brand
Footprint report).
** Based on a total management population of 15,028 Unilever employees.
2
Unilever Annual Report and Accounts 2019
Financial highlights
What we stand for:
Making sustainable living commonplace.
What we offer:
Beauty & Personal Care, Foods & Refreshment,
Home Care
Read more about our brands and consumers on pages 14 to 15.
Beauty & Personal Care
What we stand for:
Beauty that cares for people, society and our planet.
Our largest categories:
Deodorants, Haircare, Skin care, Skin cleansing
A selection of our brands:
Axe, Clear, Dove, Lifebuoy, Lux, Pond's, Rexona,
Signal, Suave, Sunsilk, TRESemmé, Vaseline
Foods & Refreshment
What we stand for:
Taste good. Feel good. Force for good.
Our largest categories:
Ice cream, Savoury, Dressings, Tea
A selection of our brands:
Ben & Jerry’s, Breyers, Brooke Bond, Heart (Wall’s),
Hellmann’s, Knorr, Lipton, Magnum, Pukka,
Sir Kensington’s, Unilever Food Solutions
Home Care
What we stand for:
Making your home a better world.
Making our world a better home.
Our largest categories:
Fabric solutions, Home and hygiene
A selection of our brands:
Cif, Dirt is Good (Omo, Persil), Domestos, Seventh
Generation, Sunlight
Read more about our Divisions on pages 14 to 15.
€52.0 billion
turnover
€6.1 billion
free cash flow*
€4.2 billion
dividends paid
19.1%
underlying operating margin*
16.8%
operating margin
€21.9 billion turnover
42% of total turnover
52% of total operating profit
€19.3 billion turnover
37% of total turnover
32% of total operating profit
€10.8 billion turnover
21% of total turnover
16% of total operating profit
* Free cash flow and underlying operating margin 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 27.
3
Strategic ReportUnilever Annual Report and Accounts 2019 Chairman's introduction
Our new Chairman reflects on a year of positive value creation, changes to the Board and the
steps being taken to accelerate growth in 2020 and beyond.
Evaluation
Our Board evaluation in 2019 was externally
facilitated and the results were discussed at
the January 2020 Board meeting. The Board
continues to operate in an effective manner
overall, and reflecting on the lessons learnt by
the Board in the previous year the Board agreed,
in particular, in the evaluation discussions
to maintain strong focus on organic growth,
portfolio evolution, leadership talent, and
organisation.
Each Board Committee also performed its own
self-evaluation, agreeing areas where it could
enhance its effectiveness further. These are
described within each Committee Report.
Looking ahead
The Board fully supports the strategy Unilever is
following, including the strategic review of the
tea business, and is confident that everything
possible is being done to help accelerate top-
line growth in 2020. The Board’s confidence
also derives from the high calibre of Unilever’s
management. We look forward to working with
Alan Jope and his team in helping to ensure
Unilever remains a long-term, sustainable
growth company.
During its various visits last year to Unilever’s
operations, including in Brazil and the United
States, the Board was able to witness first-hand
the passion and commitment of Unilever’s
hard-working employees. On behalf of the
Board, I want to thank all of the 150,000
employees of Unilever for their efforts in 2019,
and also acknowledge our appreciation for the
continuing support of the Group’s shareholders.
Sadly, on 31 August 2019, Mary Ma, one of our
Non-Executive Directors, passed away after
a short illness. Mary was a highly committed
and capable Director who put her expertise
and experience at the service of Unilever and is
greatly missed.
Remuneration
During 2019 we continued to consult with
shareholders on our Remuneration Policy,
particularly for the Executive Directors, and
set in motion the consultation process for
implementing our Remuneration Policy in 2020.
With the aim of maintaining the high levels of
support from shareholders at the 2019 AGMs for
the implementation of our Remuneration Policy,
we continued constructive engagement with
both our investors and proxy voting agencies on
how we intend to evolve the implementation of
our Directors’ Remuneration Policy.
Corporate Governance
Recent revisions of Corporate Governance Codes
applicable to Unilever expanded on the long-
standing requirements for directors to remain
mindful of the duties they have to consider the
many stakeholders who have an interest in our
business.
A particular stakeholder focus for the Board
during the year was our workforce. As a result,
NEDs conducted a number of workforce
engagement events to assess employee
sentiment. Four face-to-face events were
held in Brazil and the UK, allowing for open
discussions on issues important to our people.
The Board believes that an open, authentic
and agile culture at all levels of Unilever fuels
personal and business growth. The Board will
therefore continuously monitor the culture
within the organisation, whether during
Board visits, through workforce engagements
or by continuing to engage regularly with
the Unilever Leadership Executive and other
Unilever managers. Further information on our
engagement with Unilever’s employees can be
found on page 48.
In 2019, we took further steps in our
commitment to be at the forefront of good
governance by cancelling the NV preference
shares. We also initiated the termination of the
depositary receipt structure for the NV ordinary
shares which took effect on 28 June 2019.
Nils Andersen
Chairman
Having served on the Board for five years, I am
already well aware of Unilever’s reputation as
a purpose-driven company, one founded on
strong values, wonderful brands and a talented
and committed workforce. It was an honour
therefore to have been asked to become your
Chairman in November 2019 and since then I
have continued to work with the Board and the
Unilever Leadership team to support the Group's
ambitions. On behalf of the Board, I would
like to thank my predecessor, Marijn Dekkers,
for his strong leadership as Chairman and for
his support in helping to ensure a seamless
transition.
2019 Performance
Unilever delivered another year of positive
value creation in 2019, driven by a continuing
balance of underlying sales growth, improved
profitability and strong cash generation.
Underlying sales growth fell slightly short of
the company’s targeted range of 3-5%, which
while disappointing, could be explained in part
by a significant slowdown in some of Unilever’s
high-growth markets. Some of these economic
headwinds will continue throughout 2020, but
clear plans are in place – which the Board has
reviewed – to accelerate the rate of Unilever’s
growth in 2020 and beyond.
Board composition and succession
The Board appointed Alan Jope to the role
of CEO on 1 January 2019 and Alan was duly
elected as an Executive Director at the 2019
AGMs. The Board fully endorses the strategy
Alan has set out to ensure that Unilever is
purpose-led and future-fit, a strategy that at
its heart believes sustainable business drives
superior performance, creating long-term value
for our stakeholders.
I was delighted that you also elected Susan
Kilsby as a Non-Executive Director at the 2019
AGMs in May, with her appointment taking
effect on 1 August 2019. Susan has extensive
Board experience as a non-executive in global
consumer goods, financial and pharmaceutical
sectors, and possesses deep international
banking, financial and M&A experience.
4
Unilever Annual Report and Accounts 2019 Our Board of Directors
Our Non-Executive Directors bring diverse experience to the Board's strategic discussions and
decision-making.
Youngme Moon
Vice-Chair and Senior Independent Director
Laura Cha
Non-Executive Director
Vittorio Colao
Non-Executive Director
Marijn Dekkers
Non-Executive Director
Judith Hartmann
Non-Executive Director
Andrea Jung
Non-Executive Director
Susan Kilsby
Non-Executive Director
Strive Masiyiwa
Non-Executive Director
John Rishton
Non-Executive Director
Feike Sijbesma
Non-Executive Director
Mary Ma
1952 – 2019
Our fellow Board member Mary Ma passed away
unexpectedly on 31 August 2019. Mary joined
Unilever in 2013 and served as a Non-Executive
Director. She contributed strongly to the Board,
serving as a member of the Audit Committee and
more recently, the Compensation Committee.
We will remember Mary as a wonderful friend
and will miss her warmth of character and
kindness of spirit. She was a highly capable
and committed Director who put her expertise
and distinguished experience at the service of
Unilever for many years.
5
Strategic ReportUnilever Annual Report and Accounts 2019 Chief Executive Officer's Q&A
Alan Jope answers questions on our performance in 2019, our Compass strategy, and other
highlights and challenges of the year.
confident therefore of restoring underlying sales
growth to Unilever’s 3-5% multi-year range.
What were the highlights for you
of 2019?
A strong performance in the emerging markets
– growing at over 5% – was an undoubted
highlight. We also grew across each of our three
global Divisions, which was encouraging and
reflects the inherent strengths of our brands
and our portfolio. Our Home Care Division had a
particularly strong year, growing by more than
6%, driven by some great innovations and an
intensifying focus around ‘green cleaning’. The
performance of our recently acquired prestige
beauty brands – which grew double-digit – was
also a highlight, further establishing Unilever as
an important player in this highly attractive and
fast-growing segment of the market.
We have set out some very ambitious goals for
Unilever. We want, for example, to be a global
leader in sustainability; to be the world’s best
marketing company; and to be an organisation
that stands as a beacon for diversity and
inclusion. Seeing Unilever recognised in 2019,
therefore, as a leader in multiple external
benchmarks, including the GlobeScan
Sustainability Leaders Survey (for the ninth
consecutive year); the World’s Most Effective
Marketing Company; and as recipient of the
prestigious Catalyst Award (for the company
which has done most to accelerate the progress
of women through workplace inclusion), were all
special moments – as well as a spur to increase
our efforts still further in these important areas.
Where do you feel the company
could have done better?
In markets as dynamic and fast-moving as ours,
speed is essential, both in seizing opportunities
to meet changing consumer preferences but
also in responding when our business is under
competitive challenge. While we do this well
on many occasions and in many parts of the
world, we haven’t yet developed the consistency
of response that I am looking for everywhere,
and this was apparent in 2019. We made some
important organisational changes during the
year – including flattening our market structure
under a newly created Chief Operating Officer
position – which I am confident will help to make
Unilever a faster and even more operationally
effective business.
As far as our global Divisions are concerned,
while it was an excellent year as mentioned for
Home Care, our Beauty & Personal Care and
Foods & Refreshment Divisions both fell short of
expectation – with underlying sales growth at
2.6% and 1.5% respectively – and so this is where
we will be looking to accelerate growth most
specifically in 2020.
In the area of diversity, we reached an
important milestone in 2019 on our journey to
become a gender-balanced organisation. Our
management population is now made up of just
over 50% women. Pleasing as this is, the overall
figure masks the fact we haven’t yet made the
progress we want at the most senior levels of
the company, where women are still under-
represented. This is very much a job half-done
therefore and something I intend to make a
personal priority in 2020.
What steps are you taking to
accelerate growth?
We’re doing a lot. I’ve already mentioned speed.
There are two other areas I would highlight.
First, we are putting a heightened level of focus
around some proven growth fundamentals,
which we are confident will accelerate our top-
line performance. These include making our
innovations even more impactful; building our
presence in faster-growing retail channels, like
e-commerce; ensuring that more and more of
our brands have a clearly articulated purpose
that resonate with consumers; and driving our
savings programmes further to help fuel the
many growth opportunities we have.
The second relates to our portfolio. We have
made significant changes over recent years,
acquiring businesses in new parts of the market
and disposing of businesses such as Spreads.
The overall effect has been to improve Unilever’s
exposure to faster growing markets, those
that offer better long-term prospects for value
creation. We will continue that process, evaluating
our portfolio rigorously against a range of
exacting criteria. It is in that context that we have
announced a strategic review of our global tea
business, which has a large footprint in the slower
growing black tea segment and a history of being
dilutive to Unilever’s overall growth and margin.
We will explore all options, with an open mind and
with the intention of sharing the conclusions of the
review by the middle of 2020.
How are you planning to take forward
Unilever’s commitment to social and
environmental sustainability?
Under the Unilever Sustainable Living Plan (USLP)
we have developed an enviable reputation for
leadership on these issues. We now mean to build
on that, not least because many of the challenges
the world faces – like the climate crisis or growing
inequality – are becoming ever more pressing.
We will do this by embedding sustainability in
a new purpose-led, future-fit Unilever Compass
strategy, and in two principal ways. First, we will
continue to use our size and scale to help drive
change through our extended value chain. A great
example last year was the ambitious commitment
we made to address the issue of plastic packaging
by halving our use of virgin plastic and by helping
to collect and process more plastic packaging
than we sell, both by 2025.
Second, we will make our product brands even
more prominent vehicles for driving social and
environmental change. Many of our brands
already do this, to great effect, but we now intend
to make it an integral feature of every brand.
We know that it works and that it also helps to
drive growth. Last year, our most purposeful
brands grew faster than the rest of the portfolio.
Unilever’s brands touch the lives of two and a
half billion people every day so the opportunity
for us to influence behaviour and drive positive
change is enormous.
I am very proud of all the women and men of
Unilever – and the millions more we partner with
throughout the value chain – who work so hard
every day to bring these commitments to life and
who are determined to show that Unilever can
remain a force for good in the world.
Alan Jope
Chief Executive Officer
How do you see the current state
of the world and the impact on
Unilever’s markets?
There’s no doubt that conditions are challenging
right now. Sluggish economies and a high
degree of geopolitical uncertainty are inevitably
impacting consumer confidence and spending,
which in turn is intensifying competition in
the retail sector. However, Unilever has now
been around for 90 years and so we are very
accustomed to operating through downturns
and periods of uncertainty like this, and indeed
emerging stronger. Moreover, all our competitors
– big and small – face the same challenges.
The key in this environment is to remain relevant
to the consumers you serve. For us, that comes
down to two things. First, earning trust by
operating a responsible, multi-stakeholder
business model. And second, harnessing
advances in science and technology – and
especially digital – in ways that allow us to reach
and delight consumers in new and ever more
inventive ways. We are firmly focused on both.
The recent outbreak of Coronavirus (COVID-19)
is clearly concerning and we are monitoring
developments very closely. The safety and well-
being of our people has been the overriding
priority. We are also doing all we can to ensure
business continuity and our teams are working
tirelessly to help mitigate the risks. Inevitably,
however, there will be an adverse impact on the
business although the extent is not yet clear.
As you look back, how do you reflect
on Unilever’s business performance
in 2019?
It was a mixed performance. Our profitability
was good with a healthy improvement in
underlying operating margin, strong free cash
flow delivery of more than €6.1 billion and
cash flow from operating activities of €10.6
billion. This is important because our model
is predicated on being able to re-invest in the
long-term health of the business, while also
paying out a competitive annual dividend.
On the flip side, growth is also a key driver of
value creation and our underlying sales growth
performance fell slightly short of expectations, at
2.9%, which was naturally disappointing. Turnover
increased 2.0% to €52.0 billion. While growth
was hindered by a marked slowdown in some of
Unilever’s high growth markets like South Asia
and West Africa, these markets all remain very
attractive long-term prospects for us. We are
6
Unilever Annual Report and Accounts 2019 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, making sure we're purpose-led and future-fit.
Graeme Pitkethly
Chief Financial Officer
Conny Braams
Chief Digital and Marketing Officer
Marc Engel
Chief Supply Chain Officer
Hanneke Faber
President, Foods & Refreshment
Fabian Garcia
President, North America
Sunny Jain
President, Beauty & Personal Care
Peter Ter Kulve
President, Home Care
Sanjiv Mehta
President, South Asia
Leena Nair
Chief HR Officer
Nitin Paranjpe
Chief Operating Officer
Richard Slater
Chief R&D Officer
Ritva Sotamaa
Chief Legal Officer & Group Secretary
7
Strategic ReportUnilever Annual Report and Accounts 2019 Our fast-changing world
We operate in a complex and volatile world. Our strategy is constantly evolving to adapt to the
trends and forces shaping our markets and impacting our stakeholders.
Overview of our industry
As a leading global consumer goods company, we’re part of one of the world’s largest, most competitive and fast-moving industries. Yet, these
are volatile and uncertain times. According to the World Bank, global growth decelerated markedly in 2019, with continued weakness in global
trade and investment affecting both developed and developing and emerging economies. Geopolitical tensions and climate concerns are
increasing the uncertainty. Conditions like these create challenges for companies and brands of all types.
Amongst the economic uncertainty, new technologies are changing the landscape of the consumer goods market, bringing opportunities
to brands and consumers alike. Consumers are shopping through more diverse channels and smaller local brands are increasingly meeting
shoppers’ needs.
As the global economy and the channel landscape evolve, we must be agile and responsive to capitalise on the opportunities. And by staying
close to consumers and their needs we can ensure our business continues to grow, while having a positive impact on people and the planet.
The key trends affecting our stakeholders and our markets are outlined below.
Environment and society under stress
Digital and technology revolution
We’re in the midst of an environmental crisis. Our planet is
heating, species are dying out at an unprecedented rate, and
our rivers and oceans are filling with plastic. Global heating is
placing an increasing strain on food, water and other resources
– and rising migration is expected to put new pressures on
cities, people, societies and governments.
Technology continues to change the fabric of life and business.
Enhanced AI, robotics and the internet of things (IoT) are
reshaping how people live, work and interact with the world
– and with brands. Intelligent technologies are optimising
manufacturing and agriculture, connecting global businesses
like ours inside and out, and changing how people shop.
As both younger and older generations call for businesses and
politicians to do more, only international co-operation and
bold action from businesses and brands will start to create
the systemic change needed to protect our planet. The cost of
inaction far outweighs the cost of action.
Related principal risks: Climate change, Plastic packaging,
Ethical (pages 36 and 39)
For more on our response see pages 18 to 19.
Digital channels bring opportunities for more targeted
marketing, deeper engagement and stronger connections
between brands and consumers all over the world. Yet, with
access to richer data and more intelligent analytics come risks
and concerns around data security and privacy – businesses
need to collect and use data in responsible ways.
Related principal risks: Business transformation, Supply chain,
Customer, Systems and information (pages 36 to 38)
For more on our response see page 15.
Living differently
The future of work
Societies are becoming more diverse and fragmented. We’re
seeing, for example, growing splits between generations,
socio-economic groups and political affiliations. As people
increasingly interact with each other and with businesses
online, consumers are making more decisions based on their
values. They’re also using both on- and offline channels to find
better, more personalised products and services more easily
and quickly.
In this new digital media and retail landscape, brands have to be
visible, convenient and part of the conversation – taking a stand
and action on the issues people care about. The fragmentation
of consumer expectations and retail channels creates both
challenges and opportunities for companies like Unilever.
Related principal risks: Brand preference, Economic and
political instability, Portfolio management (pages 35 and 38)
For more on our response see pages 14 to 15.
The pace of change is affecting not only how people live,
but how they work. Businesses of all types are becoming
less hierarchical, more automated and more digital. As new
roles and ways of working emerge, people increasingly need
different skills – and they’re also demanding more flexibility
from employers.
Companies that offer more varied types of employment can
therefore attract the best people, while being more agile. But
alongside flexibility, employees of all ages are increasingly
looking for a fair, inclusive and purposeful place to work where
they can be themselves and continue to learn.
Related principal risks: Talent, Business transformation
(pages 37 to 38)
For more on our response see pages 16 to 17.
8
Unilever Annual Report and Accounts 2019 Our strategy
A belief that sustainable business drives superior performance lies at the heart of the Unilever
Compass – our strategy to create long-term value for our stakeholders.
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 vision
Improve people’s
health, confidence
and well-being
With brands that combine
superior experiences, bold
innovation and a strong
sustainable living purpose
Improve the health
of the planet
With brands that regenerate
nature, fight climate change,
and conserve resources
for future generations
Contribute to a fairer
and more socially
inclusive world
With brands that champion
human rights, stand up
for equality and distribute
value fairly
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Our
Purpose
is to make
sustainable living
commonplace
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Deliver long-term,
superior value
By reshaping our portfolio,
and being a fast, low cost
and fully digitised company
Serve people
everywhere
Through data-driven
relationships and
channel availability
Use our scale
for good
By building trust through
transparency and new
purpose-led business models
Create capability through
lifelong learning
By inspiring and enabling people
to never stop growing and take
charge of their wellbeing
Unlock capacity
for growth
By being truly agile, always
simplifying and leading for
an inclusive future of work
Deepen our culture
of pioneering
By driving performance through
leadership and innovation
in all we do
Underpinned by our values
Integrity
We do the right thing in every
decision we make, supporting
Unilever’s long-term success
Respect
We treat people with dignity,
honesty and fairness, and
celebrate the diversity of people
Responsibility
We take care of the people
we serve and the world in
which we operate
Pioneering
We have a passion for leading
our industry, winning in the
market, and intelligent risk-taking
For the benefit of our stakeholders
Consumers
Our people
Society
Planet
Customers
Shareholders
9
Strategic ReportUnilever Annual Report and Accounts 2019
Our value creation model
Our business model describes how we operate to create sustained value for our stakeholders.
What we depend on...
What we do...
Relationships
Purposeful people
Our 150,000 talented people give their skills
and time in Unilever offices, factories, R&D
laboratories and tea plantations all over the
world – increasingly working in more flexible and
agile ways. Page 16
Trusted suppliers
Around 60,000 supplier partners in 164 countries
source materials and provide critical services for
us. Page 18
Committed partners
Our relationships with governments, customers,
NGOs and other organisations around the world
help us to increase our impact beyond what we
could achieve on our own. Page 18
Resources
Input materials
We use thousands of tonnes of agricultural raw
materials, packaging materials and chemicals
for our products. Page 19
Financial resources
Capital from our financial stakeholders allow us
to invest for the long term. Pages 116 to 120
Intangible assets
The strength of our culture and 400+ brands,
as well as our R&D capabilities and intellectual
property such as patents and trade marks, set us
apart. Pages 108 to 110, 150 and 151
Tangible assets
We occupy over 300 factories, 350+ offices and
400+ logistics warehouses globally. Page 111
1. Consumer insights
We track changing consumer sentiment
through our 30 People Data Centres
around the world, combining social listening
with traditional consumer research.
2. Innovation
Our marketing and R&D teams use these insights
plus the best ideas and thinking from specialists
outside Unilever to develop our brands and
products. We spent €840 million on R&D in 2019.
3. Sourcing
Each year we buy raw materials and packaging
materials worth €21 billion to make our
products, and services worth €14 billion to help
our business run.
4. Manufacturing
Our 300+ factories and 700+ third-party
manufacturers turn materials into products
which are sold every year.
10
All underpinned by the management of our principal risks (pages 35 to 45)
Unilever Annual Report and Accounts 2019 8. Consumer use
2.5 billion people use our products every day to
feel good, look good and get more out of life.
The value we create for...
Consumers
We provide products to meet the needs of consumers
all over the world. Pages 14 to 15
Our people
We aim to reward people fairly for the work they do,
and help them find their personal purpose so they
become the best they can be at Unilever. Pages 16 to 17
7. Sales
We use many channels to make our brands
available to consumers in over 190 countries
wherever and whenever they shop. Our products
are available in 25 million retail sales outlets.
Society
We’re helping hundreds of millions of people improve
their health and wellbeing, and are enhancing
livelihoods in the communities where we make and sell
our products. Page 18
6. Marketing
We’re the second largest advertiser in
the world based on media spend. We create
an increasing amount of tailored digital content
ourselves to connect with consumers and
make it easy to choose a Unilever brand.
5. Logistics
A global network of 400+ logistics warehouses
ultimately deliver 150 billion units of our
products to millions of retail sales outlets.
Planet
We’re working with others to make the big changes
needed to tackle issues like climate change and plastic
waste, while reducing our environmental impact. Page
19
Customers
We partner with large and small retailers around the
world to grow our business and theirs through selling
our brands. Page 20
Shareholders
We aim to deliver competitive, profitable and
responsible growth. Page 21
11
All underpinned by the management of our principal risks (pages 35 to 45)
Strategic ReportUnilever Annual Report and Accounts 2019
Stakeholder review
Stakeholders are at the heart of our strategy and business model. Engaging with them helps us
to understand their evolving needs and informs our strategic decision-making.
Our multi-stakeholder model
We've identified six stakeholder groups critical to our future success: consumers, our people, society (including suppliers), the planet, customers and
shareholders. The stakeholder review on pages 14 to 21 provides an overview of how we've created value for our stakeholders in 2019 and some of the
benefits we've gained as a business from nurturing these vital relationships.
Unilever has a dual-headed structure and is subject to Dutch, UK and US governance requirements as set out in the Governance Report on pages 47
to 78. Under the Dutch requirements, directors are responsible for weighing up the interests of stakeholders, with a view to ensuring long-term value
creation and the continuity of the company. 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 12 and 13 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 and our strategy to create long-term value as set out on page 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 Dutch requirements and the UK Companies Act 2006,
below we provide a high-level summary of the concerns of our stakeholders and how our Directors engaged with them and had regard to their interests
when setting Unilever's strategy and taking decisions concerning the business in 2019.
Consumers
A good understanding of people's needs is critical to our long-term success.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
As the ultimate user of our products,
consumers continue to look for quality
products that are convenient and good
value – and increasingly want more
natural ingredients and less packaging
and waste. We also know that brands
that demonstrate a meaningful purpose
create conversations and brand loyalty,
particularly among younger generations.
Through our Consumer Carelines we had over three
million interactions through calls, emails, letters,
social media and webchats. We also consulted
with almost two million consumers this year
through regular surveys using partners like Kantar,
Nielsen and Ipsos. Unilever Leadership Executive
(ULE) members spoke directly to consumers when
visiting markets, and our leadership received
regular updates and recommendations based on
consumer insights.
Our Board and ULE members are regularly
informed of consumer needs, preferences and
concerns – and consider these when making
decisions. The agenda for our leadership forum was
shaped by a piece of work called the Fundamentals
of Growth, based entirely on consumer insights. The
findings from consumer surveys help us define and
refine the unique purpose of our brands.
For more on consumers see pages 14 to 15.
Our people
Without talented and committed employees, we could never deliver on our ambitions.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
Our employee surveys tell us that Unilever
people tend to have a sense of personal
purpose and believe they can live their
purpose at work – helping them to go the
extra mile. While most employees think
we have the right strategy in place to win,
they also want to see faster action and
decision-making across the business. Our
people would also like a continued push
towards diversity, particularly at the most
senior levels.
Our annual UniVoice survey, available in 48
languages, gives employees at all levels the chance
to share views with line managers, colleagues and
leadership. In 2019, we had an 82% response rate.
Every month we also run smaller pulse surveys to
collect real-time insights on key issues.
In an October meeting, our Board discussed how
best to nurture a more flexible, agile culture. The
Board looks at the UniVoice findings each year,
and reviewed this year's in November. We also
held a series of meetings with a cross-section of
employees, where non-executive Board members
talk about important topics from the UniVoice
survey. In 2019, there were two meetings in the
UK and two in Brazil to discuss purpose, talent
development and sustainability.
For more on people see pages 16 to 17 and 48.
Society
We depend on people and communities all over the world to help source, make and sell our products.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
Equality and inclusion, human rights within
our operations and supply chain, and
health and wellbeing are important issues
for our stakeholders. Water scarcity and
climate change are also challenges for
many people in developing and emerging
markets – reflecting the interconnectivity
between the environment and society.
Our leadership engage with NGOs and policymakers
to drive system change. Our ULE members, including
those on the Board, each own relationships and
advocacy around key issues. Our Chief Supply Chain
Officer, for example, is part of the World Economic
Forum (WEF) community focused on supply
chains. This year, as part of our issues prioritisation
(materiality) process, we evaluated a range of inputs
from stakeholders to understand the most pressing
societal issues and where we can make a difference.
The Board's Corporate Responsibility Committee
(see pages 56 to 57) meets four times a year
to discuss sustainability issues of strategic
importance. Our USLP Advisory Council – seven
independent external specialists in sustainability
– also guide and critique the development of our
strategy. They met with members of the ULE during
the year to share insights on supply chain and
human rights.
For more on society see page 18.
12
Unilever Annual Report and Accounts 2019 Planet
We rely on nature for many ingredients and raw materials.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
Awareness of the environmental impact of
human activity on the planet is growing.
Top concerns include plastic waste,
climate change and water scarcity. Loss of
biodiversity is also rising up the agenda.
We’re seeing growing movements for
change around the world, as well as a real
desire for businesses to limit their use of
plastic and take bold action on climate.
Our Board and ULE members have responsibility
for key environmental issues: our CEO works with
the Ellen MacArthur Foundation and the WEF on
driving the circular economy, for example. Our ULE
members attend meetings, sit on boards, sponsor
key workstreams and make sure we have strong
and mutually beneficial relationships with our
partner organisations. This year, our CEO attended
the UN General Assembly's Climate Week in New
York. As part of our issues prioritisation (materiality)
process, we analysed insights from stakeholders to
make sure we're focusing on the most important
environmental issues.
The Board's Corporate Responsibility Committee
and USLP Advisory Council (see Society on page 18)
discuss key environmental issues. In 2019 the USLP
Advisory Council met with members of the ULE to
share insights on plastic. Environmental issues
form part of our boardroom and ULE discussions
and decision-making. Our ambitious new goals
around plastic are a good example: our leadership
will oversee how these are being delivered, both
across our business and through our partnerships.
During 2019, there were a number of discussions
around the development of our Compass strategy,
including our climate goals.
For more on the planet see page 19.
Customers
We depend on many types of retail partners all around the world to sell our products.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
In developing and emerging markets,
the small retailers we partner with are
increasingly seizing the opportunities of
e-commerce. And our larger retail partners
are looking to become more competitive in
online channels, as well as against discount
stores offering convenience and very low
prices. Retailers want products that are
suitable for each sales channel, whether
premium or online. They also want more
sustainable products that will help them
differentiate their offering.
Our larger retail partners have direct channels
into us. We actively manage these relationships
through our specialist Customer Development
team. In 2019, we discussed a range of
sustainability issues with our customers. Through
Unilever's digital e-commerce apps, we receive
direct feedback from the smaller local stores we
partner with to help improve our service to them.
Our Board and ULE were involved in approving
the strategy to digitise small stores and related
investments. In a number of markets, such as India
and Indonesia, we’ve introduced smartphone
apps so that retailers can place product orders
directly – and we’re refining these based on user
needs. In response to customer feedback, we've
introduced retail programmes around the world
focused on reducing plastic and food waste.
We’re also designing products appropriate for
each channel, which will help our customers
differentiate themselves.
For more on customers see page 20.
Shareholders
As owners of our company and providers of capital, shareholders are instrumental to our growth.
Interests and concerns
How we engaged in 2019
Considerations and outcomes
As well as ongoing interest in our
performance and growth, we've been
having conversations with shareholders
around our acquisitions and disposals
strategy, our corporate structure, capital
allocation and our use of plastic and
palm oil – reflecting a growing interest in
sustainability issues.
We speak directly to shareholders through investor
events, meetings and calls with shareholders,
quarterly results broadcasts and conference
presentations. Our ULE members attend investor
events, and senior leaders and our Board speak
directly to shareholders at investor meetings on a
broad range of issues. This year, we had focused
meetings with shareholders on remuneration,
held a sustainability event for investors and issued
a webcast on palm oil.
Shareholder feedback – particularly around
dividends, our merger and acquisitions strategy
and our corporate structure – forms a part of
boardroom conversations. After each quarterly
market update, our CEO shares feedback with
the Board. In 2019, Vittorio Colao, Chair of the
Compensation Committee, discussed shareholder
concerns around remuneration with the Board
and wrote to shareholders explaining subsequent
changes to remuneration. These were published in
our remuneration report and put to shareholders
for voting.
For more on shareholders see page 21.
13
Strategic ReportUnilever Annual Report and Accounts 2019 Stakeholder review continued
Consumers
We know that people value price, quality, convenience – and increasingly
sustainability – when it comes to the things they buy.
Understanding people's needs
Consumer preferences are constantly changing. To
make sure we’re ahead of the curve, we listen for
signals that predict the next 'big thing' using data
and advanced analytics. In our 30 People Data
Centres around the world, we analyse millions of
enquiries our Consumer Carelines receive each
year and the conversations about our brands
online. The insights we get drive the innovation
and marketing of our 400+ brands – and, above all,
help us give people the products they want.
We know that people want healthier and more
natural products for themselves and their
families, with fewer chemicals. At the same time,
concerns around waste, plastic and climate
change are growing – consumers are looking
for eco-friendly products that are easy to buy
and use, yet still effective. Alongside concern for
the planet, people are increasingly shopping
through multiple channels and, in pursuit of
convenience, buying more online.
So we’re continuing to make our products
healthier and more sustainable, as we have
done for years. This means innovating existing
brands, developing new brands and sometimes
adding to our portfolio through acquisitions.
Here we explain how each of our three Divisions
worked to meet consumer needs in 2019.
Beauty & Personal Care
We believe in beauty that cares for people,
society and our planet.
Caring for people
Demand for more natural and holistic
approaches to beauty and wellness continues
to grow, and so too does our portfolio meeting
these needs. Love Beauty and Planet, for
example, which first launched in North America in
2018, is now widely available across Europe, Asia
and Latin America. Consumers in Europe can now
also enjoy Schmidt’s Naturals, a recently acquired
US personal care brand. Many of our established
brands are also offering more natural products.
Lifebuoy now has soap bars with green tea,
charcoal and sea minerals, and Signal toothpaste
has a new Natural Elements range.
We’re also creating more effective products
using ground-breaking innovations. In 2019,
Rexona brought out a Clinical Protection range
that’s three times stronger than ordinary
antiperspirants and can last for over 96 hours.
It's now available in four markets. We expanded
our therapeutics offering to consumers in
2019, by acquiring Fluocaril and Parogencyl,
well-known oral care brands endorsed by
health professionals which are sold primarily in
pharmacies in France and Spain.
Our prestige brands continue to meet the
growing demand for premium beauty. In 2019,
we added two new brands to our portfolio:
Garancia, a French derma-cosmetic brand
offering 38 premium facial and body skincare
products, and Tatcha, a leading prestige skincare
brand in North America, which is inspired by
Japanese beauty rituals.
14
Consumers are increasingly looking for
personalised experiences and products. All Things
Hair, our online resource for hair inspiration and
styling tips, now gives US consumers personalised
recommendations based on digital consultations
using AI. And St Ives launched a face mist range
with fragrance designed to boost mood, with a
marketing campaign delivering audio messaging
relevant to the time of day.
Caring for society
Our Beauty & Personal Care brands are taking
a stand and acting on social issues all over the
world. Take Sunsilk, our haircare brand, which is
on a mission to open up possibilities for young
women. Its Together We Rock movement is
designed to inspire women between 16 and
24 to support each other and feel more able to
pursue their dreams. Meanwhile, Dove launched
project #ShowUs to shatter beauty stereotypes by
building the world’s largest photo library created
by women and non-binary people – in partnership
with Getty Images, Girlgaze and women
everywhere. More than 5,000 images are already
in the library, presenting a more inclusive vision of
beauty to advertisers and media of all types.
CLEAR introduced a cutting-edge resilience
programme, the Resilience Bootcamp, aimed
at helping young people overcome social
anxiety and unlock their full potential. And Dove
Men+Care and Promundo are working together
to improve men’s access to and uptake of
paternity leave.
Caring for our planet
Plastic is a growing concern for consumers, and
we’re working hard to make our products use
less, better or no plastic. Dove, for example,
announced ambitious plans for doing all three
across its product range, including moving to
100% recycled bottles by the end of 2019 (see page
44 for more details). All Things Hair successfully
piloted refill stations for shampoo and conditioner
in the Philippines, and Signal launched our first
sustainable bamboo toothbrush. We pioneered
a new technology which has made our black
TRESemmé and Axe bottles recyclable in most
markets. At the World Economic Forum, we
announced that six of our brands – Dove, Rexona,
Axe, Love Beauty and Planet, REN Skincare and
Signal – will begin to use the new global Loop
system by TerraCycle, for refilling and reusing
containers.
We’re creating products that are better for the
planet in other ways. We’ve brought out a new
‘no-rinse’ conditioner in the US, the good stuff,
which saves 420 litres of water per bottle. And
after certifying Dove as cruelty-free in 2018,
animal rights organisation People for the Ethical
Treatment of Animals (PETA) has now certified
three more of our brands: Love Beauty and
Planet, St Ives and Simple.
There’s still much to do as we expand our
portfolio of eco-friendly products. But we are
taking steps in the right direction.
Foods & Refreshment
We have a responsibility to make brands that
not only taste and feel good, but that are a
force for good.
Our new state-of-the art Global Foods Innovation
Centre located at Wageningen University in
the Netherlands – the leading global agri-food
research hub – is helping us to quicken the pace
of innovation to improve the health of both
people and the planet. Through our partnerships
in this ‘Silicon Valley of food’ and around the
world, we’re encouraging the wider food chain to
become healthier and more sustainable, faster.
Plant-based foods
In 2019, we stepped up the availability of our
plant-based products including Magnum
Vegan, Ben & Jerry’s Dairy-free, Cornetto
Vegan, Hellmann’s Vegan Mayonnaise and
Sir Kensington’s Vegan range. To help improve
biodiversity, Knorr joined forces with the World
Wildlife Fund on a global campaign to promote
Future 50 Foods, and offered new plant-based
recipes to consumers around the world. We also
partnered with Burger King to launch the new
Rebel Whopper featuring vegan Vegetarian
Butcher patties in more than 25 countries across
Europe, the Middle East and Africa. Thanks in part
to these efforts, investor network FAIRR ranked
Unilever as among the best prepared companies
for the shift towards plant-based proteins.
Better for people and the planet
This year, we further reduced the salt, sugar
and calories in our products, and added even
more fortified ingredients (see page 18 for more
on this work). We also continued to increase
the amount of sustainable ingredients in our
brands: as of 2019, 98% of the key vegetables
and herbs we buy (around 90% by volume) used
in Knorr and other brands were sustainably
sourced.
Reducing plastic packaging and food waste
continues to be an important priority. We were the
first major foods brand to introduce 100% recycled
plastic packaging in Hellmann’s jars in Mexico
and Bango bottles in Indonesia. Hellmann's in
the US has also committed to use recycled plastic
materials for all its mayonnaise and mayonnaise
plastic dressing containers by 2020. We were the
first major ice cream brand to use compostable
ice cream tubs in Italy and piloted the first ever
‘wrapperless’ ice cream on Solero multipacks.
We also expanded our range of biodegradable
teabags and introduced the first 100% recyclable
Knorr soup pouches in Turkey.
Anytime, anywhere
We’re also making our brands more widely
available. Our Unilever Food Solutions business
– serving professional customers and restaurant
operators – continued to grow, serving chefs
around the world. IceCreamNow, our instant ice
cream delivery service in partnership with a host
of online delivery companies, expanded to 35
countries around the world.
Unilever Annual Report and Accounts 2019 Almost half of our Division’s sales are now in
emerging markets, where we're working to meet
the needs of people at all income levels. In 2019,
we saw more and more consumers buying our
products in India, China, Indonesia and the
Philippines.
Every brand a movement
Our mission goes beyond providing delicious,
healthy and sustainable products – we want our
brands to take a stance and real action on the
things that really matter.
In 2019, Ben & Jerry’s continued their long
tradition of climate activism, joining the
youth-led climate strike in September. The
brand also launched Justice ReMix’d to fight for
criminal justice reform in the US, and continued
to campaign for refugee and LGBTQ rights.
Lipton Tea launched its global You.Me.Tea.Now
campaign to combat loneliness by encouraging
more quality connections in people’s daily lives.
Hellmann’s, with its Real Taste, Less Waste
programme, has been running educational
campaigns to rescue leftover food from being
wasted. In Canada, for example, its Real Food
Rescue project is redistributing surplus food
to people in need, as well as encouraging
consumers to reduce their own food waste and
to recycle. And Unilever Food Solutions’ Fair
Kitchens programme continued to inspire a new
kitchen culture, where staff happiness is just as
important as diners’ satisfaction.
Activities like these don’t just benefit people
and the environment, they raise the profile of
our brands among consumers. For instance,
the markets in which Brooke Bond activated
its campaign around mental health and
disability grew faster than those where it was
not activated in 2019. And in the wake of Knorr’s
Future 50 Foods campaign in Belgium, we saw a
10% rise in sales.
Home Care
We want to make people’s homes a better
world, and to make our world a better home.
Serving the changing consumer
People increasingly want cleaning products that
are better for them, their home and the planet
– without sacrificing quality or convenience.
Across our R&D centres, including our Materials
Innovation Factory at the University of Liverpool,
we’re working with innovation partners to
develop cutting-edge cleaning technologies.
Our aim is to create a portfolio of brands that
are sustainable by design – fit for a water-
scarce, low-carbon world. This means more
biodegradable products that are milder on skin
while better at cleaning, and that use renewable
or recycled ingredients. It also means more
eco-friendly products with fewer chemicals, as
well as more concentrated products that have a
lower carbon footprint due to less water being
transported.
Take the relaunch of Omo in Brazil which was
one of the highlights of our year. This relaunch
included the arrival of our new formulation
of Omo Perfect Wash which is more compact,
concentrated and effective, leaving no residue
on clothes. Bottles now contain 15% recycled
plastic, and the smaller box size for the same
number of washes means a reduced carbon
footprint. In 2019, we also introduced Seventh
Generation’s Ultra Concentrated detergent:
eight times more concentrated than the original
formula, and in a 100% recycled bottle with an
exact dose technology in the cap. And we rolled
out Love Home and Planet in the US and China:
plant-based, independently certified cruelty-
free and vegan home care products, including
a dry wash spray for clothes that helps minimise
energy and water use.
In 2019, we rolled out other new packaging
formats to help reduce our use of plastic,
including refills. Cif ecorefill, for example, is
a 10x concentrated cleaner made with 75%
less plastic that consumers attach to their Cif
spray bottles and dilute at home. This means
they can use a single bottle for life. In Chile,
people can get refills of Omo detergent and
Quix dishwashing liquid from dispensers
in electric tricycles that deliver in Santiago
neighbourhoods. Quix, which launched in July,
uses a world-first technology to create a new
cleaning agent that is 100% biodegradable and
renewable, while being ultra-mild on hands.
Making our world a better home
Our Home Care brands stepped up their
purpose-led activities in 2019. Cif created
clean-up campaigns both online and on the
streets, leading neighbourhood activities
across Italy, Poland, Hungary and Romania.
Seventh Generation continued its campaign
against climate change by working with the
Sierra Club to increase the uptake of renewable
energy across US cities. The brand also closed
its US office to join the global climate strike in
September and donated its advertising airtime
We’re innovating
within existing brands,
developing new brands
and adding to our
portfolio through
acquisition.
during the week to help amplify the movement’s
message. And Domestos has built on its
partnership with Unicef, which helped more
than 11 million people (between 2012 and 2019)
access better sanitation and hygiene.
Designing for channel
We’re working to make sure we’re offering
our products to consumers in the right places.
E-commerce is a key channel so we’re designing
our products for home delivery – making sure
our packaging fits through a letter box, for
example. And we’re expanding our Home Care
offerings for growing markets such as DIY stores
and mid-sized professional cleaning firms. In
Brazil, Omo continued to free people from doing
their laundry with its Omo Express pick and
wash service.
The Cif online engagement across Europe is
just one example of how we’re using digital
channels and content to reach more people
in more places and better understand our
consumers. There’s also Cleanipedia, our online
resource for cleaning tips, which attracts over 63
million visitors per year. And in Brazil, Comfort
sponsored a 13-part TV series encouraging
people to get more from their clothes and
support more sustainable fashion. By growing
our digital marketing capacity, we’re sharing
more relevant and meaningful content with
consumers, having more conversations with
them and using the insights we gather to
enhance our activities and brands.
Innovations and activities like these are just
some examples of how, in all three of our
Divisions, we’re meeting changing consumer
demands. To see how the divisions performed in
the year, see pages 23 to 25.
15
Strategic ReportUnilever Annual Report and Accounts 2019 Stakeholder review continued
Our people
As the world of work changes, we’re determined to be a company where talented
people with purpose can grow both themselves and our business.
The changing world of work
There are many facets to today’s evolving
workplace. With automation and digital
transformation, employees have opportunities
to reinvent themselves and learn new skills.
People want and need more flexibility from
employers – freelance and remote working is on
the rise, and jobs for life are increasingly rare.
The combination of an ageing population and
reduced retirement provision means that people
are working for longer. And more and more
people of every age want a meaningful job that
chimes with their values.
As we make our business fit for growth now and
in the future, there’s no more important place
to start than with our own people. Put simply,
the quality of our people and the quality of our
business are one and the same.
The belief that people with purpose thrive is at the
heart of our business strategy. So we’re creating
a workplace and culture that will make it easier
for our employees – all 150,000 of them around
the world in factories, R&D labs, offices and
tea plantations – to work in ways that suit their
individual lives and values. Here we outline how
we're adapting to these changes, while ensuring a
safe workplace and a future-fit culture.
Reshaping how we work
To meet people’s changing needs and continue
to attract the best, we're moving beyond
traditional employment models and ways of
working. In doing so, we need to make sure our
people stay safe, healthy and fulfilled at work. In
2019, we’ve taken some big steps forward.
More flexible and agile working
Continuing to be an industry-leading business
and employer means moving to faster, smarter
ways of working at all levels of our company. So
we’re evolving our culture to encourage more
agility and accountability.
Our new Flex Experiences platform offers
employees the chance to share their talent and
experience with people on other teams and in
other countries. Live in 20 business areas, so far
it has reached over 40,000 people in more than
100 countries and unlocked over 100,000 hours
of new career experiences and learning. We’re
also changing how we manage performance –
encouraging employees to set goals throughout
the year to encourage more innovative,
entrepreneurial ways of working.
In 2019, we had 30 agile teams on pilot projects
around the business. So far, the results have been
positive: working in this way not only improves
people’s speed and agility but helps them to feel
more engaged. So, we’ll be taking what we learn
from these pilots to the wider business.
We believe that allowing people to work
flexibly will help us continue to attract talented
employees and future leaders – as well as
people in the open talent economy such as
contractors, consultants and independent
project workers. It will also make us a more
16
inclusive employer – giving more options to
people with disabilities, family commitments
or other time pressures. By moving beyond the
typical 9 to 5 employment model, we’re opening
up, enhancing and future-proofing Unilever.
Lifelong learning
Learning is another critical aspect of people’s
fulfilment and Unilever’s long-term commercial
success. Ongoing learning is particularly important
as we move to more digitally enabled and agile
ways of working. We’re aiming to become an
organisation where learning is baked into every
role – and where relevant and effective training is
available to people when they need and want it.
We’re using digital platforms to give people
control of their own learning. In 2019, more than
54,000 employees used Degreed, our online
learning platform which holds over two million
pieces of content in a variety of formats and
in 20 languages. And over 18,000 employees
learned new digital skills like agile methods, data
analytics and sustainability through our Power Up
programme.
Digitalisation, automation and the changing
world of work affect people in different ways,
depending on their roles. We see it as our duty
to make sure our people, wherever they work,
are equipped for the future. In 2019, for example,
we committed to working with the European
Works Council on a Framework for the Future of
Work. Every employee will be invited to draw up
an upskilling, reskilling or an employability plan,
so that they are ready to adapt to the changing
shape of work in the years ahead. Where we make
changes resulting in job losses, we ensure that
our people are similarly equipped. For example,
we put in place a major programme, including
support for setting up small businesses, to
ensure the people affected by automation in
our tea plantations in Kericho, Kenya could
successfully move from job to job.
Listening to our people
To continue to be an attractive employer,
we need to understand how our employees
experience Unilever every day – and, crucially,
to turn these insights into action. So we gather
real-time data on topical issues through monthly
pulse surveys and other crowdsourcing tools.
More than 22,000 people gave feedback in 2019.
Alongside this, we run a more extensive survey,
UniVoice, once a year. This year, 82% of those
invited to respond did so, reaching around
90,000 employees, including plantation workers,
for the first time. Encouragingly, we saw
improvements in our scores across the board.
Overall engagement – the headline key metric in
the survey – was up 2%, at 77%. Pride in Unilever
(87%), our approach to diversity and inclusion
(79%), business integrity (81%) and sustainability
(77%) stood out as strengths. There was also
a 10% increase in the number of people who
believe Unilever cares about their wellbeing,
to 73%. And 78% of our employees also said we
have the right strategy to win.
The survey also highlighted areas to improve.
For example, while our scores on how quickly
we respond to changes in the market have
improved, half of employees think our
competitors are faster. Clearly this is a priority
as we develop a growth culture, supported by
more agile ways of working. Furthermore, one
third of respondents were doubtful that anything
would happen as a result of their feedback to the
survey. To address this, we have asked the head
of each business unit to review their own results
and commit to a clear action plan.
As an external benchmark, we also look at
how people rate us on Glassdoor, a jobs and
recruitment site. December 2019 figures show
that 84% would recommend us to a friend and
93% approve of our CEO. Our rating remains well
above the site average.
Our people have opportunities at townhall
meetings and webcasts to ask management
about the financial and economic factors
affecting our performance. At these regular
events, the ULE discusses our quarterly
performance and strategy, among other things.
Acting with integrity
One other essential aspect of listening to
our employees is giving them a platform for
reporting concerns around business integrity,
such as anti-bribery and corruption which we
simply do not tolerate. We have clearly defined
principles around ethics and integrity (our Code
Policies) that apply to all of our employees –
and we communicate these each year through
mandatory online training modules and a
business integrity pledge.
We do all we can to help people feel comfortable
and secure in reporting breaches of business
integrity and offer a 24-hour whistleblowing line
over the phone or online. In 2019, we received
1,575 reports from whistleblowers. Of these, we
closed 1,410 and confirmed 733 as breaches,
which led to 413 people leaving the business.
Please see page 33 for more on how we manage
risks around business integrity.
82%
response rate to our
2019 UniVoice survey
Safety at work
The safety of our people and those who work
with us is paramount. Our Total Recordable
Frequency Rate (TRFR) was up in 2019 (1 October
2018 to 30 September 2019) to 0.76 accidents
per million hours worked, from 0.69 in 2018.
Our 2019 TRFR includes for the first time all
Unilever Annual Report and Accounts 2019 acquisitions which operate as decentralised
business units, as we now have processes in
place to collect the data. After a spike in the first
six months, when injury rates went up partly due
to the inclusion of decentralised business units,
the following six months showed substantial
incident rate reduction, in line with our year-on-
year declining trend. This trend reinforces the
confidence that our leadership, programmes
and systems will drive further improvement in
the years to come. We're committed to achieving
our 'vision zero' strategy and will continue to
seek improvements that make people safer.
During the same reporting period, regrettably
there were four fatalities at work in Latin America
involving two employees and two contractors.
Two of these were traffic accidents and two
happened in factories. This year we introduced
a one-hour stand-down across all of Unilever’s
operations globally for fatalities which happen
while at work, with a ULE member or country
General Manager travelling to the location of the
fatality to review the case and learnings. We also
held safety events involving all third parties – in
manufacturing, logistics and distribution – to
ensure stronger implementation and monitoring
of safety standards. These efforts run alongside
the regular communications and reinforcement
of our safety standards at all levels of our
company.
Evolving our culture
We’re working to build a more open, authentic
and agile culture at all levels of Unilever, to fuel
personal and business growth.
Purpose first
We believe that if people feel they can be true to
their purpose while working with us, we’ll be able
to achieve more together. Through our People with
Purpose programme, we’re aiming to work with
every employee to help them define their purpose
and find a way to reach it in their working life.
More than 48,000 people have discovered their
purpose since 2015. And it’s making a difference:
our UniVoice survey showed that 92% of people
who have been through the programme feel they
can put more into work because they understand
their purpose.
Fit for the future
To become a more agile organisation, we need to
simplify and flatten our internal structures – and
to work in more networked ways. We also need
to encourage people to make smarter decisions
faster, and with customers and consumers front
of mind. The tone set by our leaders is important.
The ULE is using tools like Yammer to have real
– and real-time – conversations with employees.
And when we launched our new strategy, we
asked our entire organisation for ideas for how
to bring the strategy to life. More than 47,000
employees from 80 countries contributed 2,100
ideas, with over 17,000 people voting for their
favourites. Three of these ideas have received
investment and are now being explored.
We also recognise that to evolve our culture, our
leaders need a more empowering mindset. So
we’ve rolled out new Standards of Leadership
which define the expected behaviours of our
people in all our countries. In 2019, we put
almost 3,000 people through an intensive self-
reflective leadership programme. We’re also
working on personalised development plans for
our next generation of potential ULE members.
One of the biggest validations of our focus
on culture and purpose is the simple fact that
people want to work with us. In 52 markets,
we’re the number one FMCG graduate employer
of choice. And more than eight million people
follow us on LinkedIn, making us the most
followed FMCG employer.
Our belief that people with purpose thrive is
underpinned by our values set out on page
9. Our Board is responsible for assessing and
monitoring these values and our culture. To gain
insight, aspects of culture and our values are
regularly analysed by the Board using multiple
sources, including the results of the UniVoice
survey, the main way in which we monitor our
culture, business integrity reports (see page
56), interaction with senior management
and workforce and health and safety data.
At meetings in October and November 2019
respectively, the Board discussed with members
of the ULE how best to nurture a culture of
flexibility and agility and the results of the
UniVoice survey.
A workplace for everyone
Becoming a truly diverse and inclusive
organisation – one where everyone feels they
can bring their whole self to work – is a priority
for us. This is not just the right thing to do. It also
benefits business, as diversity leads to better
innovation and performance.
We’re making good progress at management
level. Women held 51% of our managerial
roles as of December 2019 and our efforts
have been recognised – we were featured in
the Bloomberg Gender Equality Index in 2019.
Despite this, there is still work to be done to
ensure a balanced representation of women at
senior management level and above. Among
the various initiatives to address this, we have
two targeted programmes to develop our senior
women and create a healthy pipeline of talent.
We’re encouraging gender equality in other
ways. For example, we have deeply embedded
flexible ways of working across the organisation.
Recognising the importance of supporting
parents, we have a global paid maternity leave
policy of 16 weeks and a global paid paternity
leave policy of three weeks.
We're 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. As part of
our Framework's living wage element, we are
committed to pay a living wage to all our direct
employees. We are already paying at or above
a certified living wage in most places and are
actively working through the small number of
remaining issues which are in areas with complex
pay arrangements.
Becoming a more attractive workplace to people
with disabilities is another priority. We’re focusing
on building accessibility and breaking down
barriers in this area, as well as on creating an
inclusive culture. To show our commitment, we’ve
set ourselves a target for people with disabilities
to represent 5% of our workforce by 2025.
We’ve also been working to remove limiting
stereotypes from our culture so that employees
can be themselves at work. Building on our
efforts to break down stereotypes in advertising,
our #Unstereotype the workplace initiative has
been running for two years. Since 2018, we have
been rolling out #Unstereotype bootcamps and
customised training to minimise unconscious
bias and how to break down stereotypes in 40
countries.
Our aim is simple: to be a diverse and inclusive
workplace where people with purpose thrive.
Gender statistics
Board
Unilever Leadership Executive
(ULE)*
Senior management
(reporting in to ULE)
Management
Total workforce
2019
Female
5
(38%)
4
(33%)
15
(20%)
7,620
(51%)
Male
8
(62%)
8
(67%)
59
(80%)
7,408
(49%)
53,469
(36%)
96,398
(64%)
2018
Female
5
(38%)
4
(36%)
17
(21%)
7,336
(49%)
53,465
(35%)
Male
8
(62%)
7
(64%)
64
(79%)
7,552
(51%)
101,383
(65%)
* As at 20 February 2020 (the latest practicable date for inclusion in this report), there were four females and nine
males on the ULE.
Note: Employees who are statutory directors of the corporate entities included in this Annual Report and
Accounts: 493 (68%) males and 232 (32%) females (see pages 154 to 160).
17
Strategic ReportUnilever Annual Report and Accounts 2019 Stakeholder review continued
Society
Businesses that serve society today will be those that thrive in the future. Our scale
give us an opportunity to create a better world and a stronger business.
Creating positive change
Our impact on society starts, of course, with
our contributions as an employer, taxpayer
and buyer of goods and services – amounting
to around €34 billion in 2019. But we both need
and want to do more. Our Unilever Sustainable
Living Plan (USLP) gives us a framework to better
the health, wellbeing and livelihoods of millions
around the world. Progress against our key
2020 targets is on page 22, and we’re currently
developing goals beyond 2020.
We can improve people’s lives directly through
our products. We can create broader change
by putting our influence and resources behind
things that matter, often in partnership with
others such as projects supporting the UN
Sustainable Development Goals (SDGs). And our
household name brands are changing things
for the better.
Better health and wellbeing
One of our big goals is to help more than one
billion people improve their health and wellbeing
by 2020. Many of our brands do this directly, while
others do it through partnerships working to
make it easier for people to live healthy lives.
Improving hygiene and sanitation
Around 2.3 billion people still have no access to
basic sanitation, while 844 million are without
safe drinking water. Diarrhoeal diseases are the
third leading cause of child mortality globally and
around half of the world’s population suffers from
untreated tooth decay. We’re working hard to
change these numbers. By the end of 2019, we’d
reached 1.3 billion people through our activities
to encourage behaviours like handwashing with
soap and better oral care, and to create better
access to clean toilets and safe drinking water.
Since 2010, for example, Lifebuoy has reached
over 1 billion people in its efforts to improve
handwashing habits, including 587 million
through TV reach. We're working in partnership
with organisations such as Gavi to promote
vaccination and handwashing, and the Power
of Nutrition to give women in rural India advice
through their mobile phones about their
children’s health, including handwashing. In
India, we opened two more Suvidha centres in
partnership with HSBC to give people access to
clean water, sanitation and laundry facilities
bringing the total to three, with two more under
development. And, both through its partnership
with Unicef and the Cleaner Toilets Brighter
Futures programme, Domestos is improving
access to toilets for school children (see page 15).
Healthier eating
The world’s food system carries a double burden:
almost two billion people are overweight, while
821 million people are malnourished. ‘Big food’ is
seen by many as the problem. We’re determined
to be part of the solution.
So we’re continuing to reduce the sugar, salt
and saturated fats in our foods – 56% of our
portfolio (out of our target of 60% by 2020)
18
meets our Highest Nutritional Standards
based on globally recognised dietary
recommendations. We’re also putting clearer
nutrition labelling on our products. In 2019,
98% of our Foods & Refreshment portfolio had
full nutrition labelling in line with our product
labelling criteria (based on global sales from 1
April 2019 to 30 June 2019), and we’re working
towards 100%. And, our brands are offering
more fortified foods as part of our wider
ambition to provide 200 billion servings by 2022
that contain at least one of the following key
micronutrients: iron, iodine, zinc, vitamin A or D.
We believe that plant-based diets are essential
for a sustainable food system and will be critical
for slowing global heating. So we expanded
our range of vegan and vegetarian options in
2019, including the newly acquired Vegetarian
Butcher (see page 14 for more). And, through a
three-year partnership with the World Wildlife
Fund launched in 2019, Knorr is promoting 50
plant-based foods (see page 14).
We’re creating broad
change by putting our
influence and resources
behind projects that
support the UN SDGs.
and working with our tea suppliers in Kenya,
Tanzania and India to improve women’s
safety. And we continued to focus on the rights
of migrant workers, including no payment
of recruitment fees, by taking part in multi-
stakeholder initiatives such as the Consumer
Goods Forum, Leadership Group for Responsible
Recruitment and Responsible Labour Initiative.
We also published a full list of our tea suppliers
in 21 countries to help consumers make more
informed choices about the products they buy.
Improving physical and mental health
A fairer world for women
We have a responsibility not just to help our
employees improve their health and wellbeing
(see page 16), but to encourage people
everywhere to look after their physical and
mental health. Dove’s Self-Esteem Project, for
example, has reached over 60 million young
people in 142 countries – including 21 million
through a specially commissioned cartoon
series designed to improve body confidence,
which was aired in 12 markets. Lipton Tea
launched its new Quality Connections
programme in 2019, while Brooke Bond
continues its campaign to break stereotypes
around mental health and disability. And Clear,
our anti-dandruff haircare brand, is tackling
social anxiety and building young people’s
resilience.
Enhancing livelihoods
Our activities touch the lives of millions, both
directly and indirectly. We have a responsibility
to protect their rights and help them live well.
Championing human rights
Our Responsible Sourcing Policy sets standards
on human and labour rights for our suppliers.
In 2019, 70% of our procurement spend was
through suppliers meeting these requirements.
We have due diligence procedures to identify
human rights risks in the supply chain including
third-party audits. We aim to support suppliers
to find solutions to identified issues, especially
where these affect workers’ human and labour
rights.
To further embed a culture of respect and
promote human rights, in 2019 we created
and began to roll out an internal business and
human rights training programme. We also
carried out external, independent Human
Rights Impact Assessments in Guatemala,
Thailand and Turkey. We continued to partner
with UN Women, publishing Implementation
Guidance for the Global Safety Framework
One of the most powerful ways to improve the
livelihoods, health and wellbeing of everyone
is to create more opportunities for women. So
we’re investing in women across our value chain
– employees, farmers, small retailers – giving
them business opportunities and access to
training, finance and technologies.
We put our influence as an advertiser behind the
#Unstereotype initiative to encourage a move
away from unhelpful portrayals of gender. Many
of our brands are pushing for greater gender
equality through their brand purpose and
partnerships, such as Sunsilk and Girl Rising in
Indonesia, Philippines and Argentina, Sunlight
and UN Women in Indonesia, and TRESemmé
and ICRW in the UK. We’re also continuing to
partner with UN Women to improve the safety
of women in agriculture, especially on our
tea plantations.
More inclusive business
We want to unlock the potential of the
millions around the world who help source,
make and sell our products – growing our
business and theirs. For example, through the
CEO Partnership, we have projects in Kenya,
India and Pakistan with credit and insurance
providers such as Mastercard, AXA and Telenor
to deliver digital credit and payment services
to small retailers. And we continue to expand
our Shakti programme, which gives women in
rural communities in countries such as India and
Nigeria the opportunity to earn an income by
selling our brands.
Our work also extends to the smallholder
farmers we depend on for key crops. For
example, in Madagascar, Wall’s is working with
NGOs to help families earn a sustainable living
from vanilla farming. Across all our smallholder
programmes, we've helped more than 793,000
smallholder farmers access initiatives aiming to
improve agricultural practices.
Unilever Annual Report and Accounts 2019 Planet
We’re living in a climate emergency. As the planet continues to heat, we need to
protect the natural resources we depend on to grow our business.
Business needs a healthy world
To create the change needed to counter the rapid
warming and degradation of the environment,
we have to radically overhaul entire systems.
Our activities (see pages 10 to 11) impact the
environment, mainly through the use of water,
energy and land as well as the production of
waste and greenhouse gas emissions. Taking
action on these issues is not only the right thing
to do – it also helps our business as consumers
choose brands which align with their values and
concerns. Our Environmental Policy outlines our
responsibilities to the environment and is, among
other things, implemented through the USLP.
Our environmental targets were ground-
breaking when we set them in 2010, because
they considered the wider value chain, including
consumer use. In some areas of the wider
value chain, such as lessening consumer
waste, we’ve made good progress – in others,
such as reducing consumer greenhouse
gas and water use, we haven’t done so well.
This is disappointing, but we’re using what
we’ve learned to refine our strategy. Having
launched new goals for plastics in October 2019
(described below), we’re in the process of setting
new sustainability goals for beyond 2020. These
will both challenge us and, we hope, encourage
others to act faster. As we’ve learnt from the last
nine years of the USLP, partnerships are key.
Tackling climate change
This year we reaffirmed our science-based
commitments through the UN’s Business
Ambition for 1.5°C campaign. We're taking
action across our value chain.
Reducing carbon emissions
We’ve made significant progress in our own
operations. Reducing emissions means reducing
energy. By the end of 2019 we had reduced
energy from our factories by 29% per tonne of
production compared to 2008, avoiding costs of
around €733 million in the process. We continue
to use an internal price on carbon to fund energy
projects. See page 40 for more details. Since
2008 we’ve reduced CO2 emissions from energy
per tonne of production by 65%. We're also
finding ways to replace fossil fuel energy with
renewable energy. As of September 2019, 100%
of our grid electricity was from renewables across
five continents. And 24 manufacturing sites
achieved carbon neutral status. We’re now using
solar power in 20 countries and are pushing for
regulatory changes to move more swiftly away
from fossil fuels.
However, around 65% of our carbon footprint
comes from consumers using our products. So
halving our total emissions footprint depends on
two main things: changes in consumer behaviour
and renewable energy becoming more widely
available. We’ve made some progress by
influencing behaviour through product design,
but we need to go faster. So we’re developing our
products to use less carbon – introducing more
concentrated liquids for example – and joining
the RE100 global campaign for better access to
renewable energy for all.
Where water is becoming scarcer, we’re
developing products which use less water, while
encouraging people to do laundry on shorter
cycles.
Ending deforestation
In 2010, as a member of the Consumer Goods
Forum, we committed to achieving zero net
deforestation associated with our four most
important deforestation risk commodities by
2020: paper and board, palm oil, beef and
soy. For these commodities, we use additional
verification on top of our existing sustainability
certifications to address the environmental and
social issues associated with these particular
crops. Specifically, our accelerated activities will
include: enhancing our efforts around traceability
and transparency using advancements in
technology; inclusion of smallholders in our value
chain particularly in countries such as Indonesia
to help them increase crop productivity and
diversify income; and simplifying our approach
to sourcing.
Despite our efforts over the past decade,
commodity-driven deforestation remains a
serious challenge in many parts of the world. We
cannot solve deforestation without wholesale
transformation of supply chains towards more
sustainable models of production. This is
why we are working with governments, other
businesses, civil society and local communities
to tackle the causes of deforestation.
Rethinking plastic
While plastic does have a role to play in the
economy, it does not belong in the environment.
Its impact has rightly become a huge concern.
With consumer expectations and legislation
changing fast, we have to rethink both the
design of our products and our business model
to build a circular economy – one where we not
only use less plastic, but where the plastic we do
use can be reused, recycled or composted.
Since 2010, our total waste footprint per
consumer use has reduced by 32% – partly
through better product design and recycling
infrastructure. But we need to do more, and more
quickly. So in October 2019, we announced a new
ambition to halve the use of virgin plastic in our
packaging by 2025 and to collect and process
more plastic packaging than we sell by 2025. This
will mean exploring new product designs that
use more refills, recycled materials, or no plastic
at all. And it will mean continuing to invest in
infrastructure – expanding our partnerships with
waste management companies like Veolia and
with household recycling services like Wecyclers
in Nigeria.
We’re already making progress. In 2019,
nine of our brands registered their interest in
participating in a pilot of the TerraCycle Loop
refill and reuse scheme in the US and France,
with five already launched on the platform. And,
we’re bringing more recycled plastic into more
of our product packaging, while exploring other
options such as glass jars for Knorr soups and
sustainable paper for Carte d’Or ice creams.
100%
grid electricity from
renewables on 5 continents
Innovation with others, plays a big part. For
example, we’re working with Ioniqa, a Dutch
start-up, to develop a technology that breaks
down plastic to make it more recyclable. And
we’re investing in solutions – through Circulate
Capital’s Ocean Fund, for example, which is
working to reduce plastic pollution in South and
South East Asia.
Protecting nature through
sustainable sourcing
We use many different raw materials to make
our products. Sustainable sourcing and
sustainable agriculture are vital to maintaining
the supply of these natural resources while also
feeding the world's growing population.
Our Sustainable Agriculture Code lays out
standards for the suppliers of our biggest
commodities such as palm oil, soy, paper and
board – as well as crops such as sugar, tea
and vegetables – to farm in ways that sustain
the soil, use less water and fertiliser, protect
biodiversity and improve people’s livelihoods.
In 2010 we set a target to source all our raw
materials sustainably. 62% of all agricultural
raw materials were sustainably sourced in
2019, compared to 14% in 2010. For the 12 key
ingredients that make up around two-thirds of
our total volume of agricultural raw materials,
88% were sustainably sourced.
Pushing for system change
The radical changes needed can only be made
through co-operation – across borders and
between boardroom tables. So we’re working
closely with organisations such as the Ellen
MacArthur Foundation to push towards a
circular economy. And we’re lending our voice
to calls for connected approaches, such as the
Nature Based Solutions Manifesto for natural
solutions to climate change. We are all in this
together, and we still have much to do.
See page 22 for details on our progress against
key USLP targets and pages 40 to 45 for more on
how we manage risks and opportunities from
climate change and plastic packaging.
19
Strategic ReportUnilever Annual Report and Accounts 2019 Stakeholder review continued
Customers
With our many customers, from e-commerce marketplaces to family-owned stores,
we're pioneering new ways of selling to grow both our business and theirs.
25m
retail sales outlets in our
distribution chain
Fitter for the future
Alongside working with our customers to help
them become more fit for the future, we’re
adapting our own ways of working. By becoming
more integrated and digital, we’re finding ways
to make our operations smarter and quicker.
We’re assessing and refining our key processes
and are using AI to become more efficient and
effective with our customers – for example,
through more dynamic resource planning and
better promotion.
By relentlessly focusing on customers,
consumers and channels, we can make sure
our distribution platforms are primed for the
evolving shopping habits of people all over the
world.
The changing world of our
customers
We partner with 25 million retail sales outlets in
our distribution chain in over 100 countries, with
60% in developing and emerging markets. We
work closely with our customers to grow both
their sales and ours while spreading the positive
impact of our purpose-led brands. This could
mean collaborating on a new product launch
or purpose campaign, or recommending the
right range of products based on our consumer
insights.
The retail world is changing fast. People no
longer just shop in one place – they’re using a
variety of channels, both online and off, and
expect a seamless experience throughout. In
developing and emerging markets, we’re seeing
a move towards e-commerce and convenience
stores – and in the developed world, towards
these as well as discount channels. So, it’s
becoming even more important to adopt a
successful multi-channel approach – offering
the right products at the right prices in the right
places.
Reinventing retail
We’re evolving how we sell to make sure we
have the right presence in growing channels
such as health & beauty, out of home and
e-commerce. We're also partnering with small
and larger retailers to create more growth
opportunities.
Growing e-commerce
The forecast for global e-commerce growth
was 20% for 2019. Unilever's e-commerce sales
grew 30%, accounting for 6% of our turnover
(including sales to consumers both by Unilever
and by retailers via their e-commerce platforms).
While this pace is fast compared to the market,
we need to go faster, partnering with customers
who share our aim to grow across e-commerce
channels. This year we worked closely with
Alibaba, JD.com and other online retailers
as part of the one-day Double 11 Chinese
shopping gala. Among other things, this
involved an interactive on- and offline shopping
experience promoting premium products such
as Love Home and Planet and Lux botanical
shower gels.
We’re also partnering with large retailers like
Tesco, Carrefour and Walmart on omnichannel
– across channel – sales models to make sure
they reach consumers, however they choose to
buy. Our aim is to build a balanced e-commerce
model that includes e-commerce retailers,
bricks and mortar online sales, and direct-to-
consumer businesses.
20
Partnering for growth
Supporting our big box retail partners to
develop better in-store experiences and more
digital options is a key part of our approach.
We’re partnering with retailers such as
Woolworths (Australia) and Target (US) to create
more inspiring shopping experiences through
more personalised and effective promotions
– developing a new in-store experience for
Target’s beauty offering, for example. And we're
creating joint business plans, for example with
Coles (Australia) we've developed our offer
of protein, low calorie, vegan and natural ice
creams to focus on these high-growth markets.
Empowering small retailers
Digitising the sales value chain so that small
retailers can order our products 24/7 is key to
building direct relationships, providing growth
opportunities for us and our customers.
In Indonesia for example, we've introduced
a self-ordering smartphone app and phone
ordering option for small stores. In Brazil,
we've developed a small retailer e-commerce
platform for buying our products, and have
200,000 registered stores so far. And in India,
we launched the Shikar app so that traders can
place orders without waiting for distributors
to visit their stores. We’re also exploring
new finance models such as micro-credit
partnerships – with Mastercard in Kenya and
Telenor in Pakistan – that help smaller retailers
access loans to buy stock (see page 18).
Selling with purpose
We work with our customers to make our
brands with purpose more visible – wherever
shoppers are. We want to engage consumers
on all shopping channels to inspire them to
buy, consume and act more sustainably – which
also leads to more sales and income for our
customers. One way we do this is by bringing
our brands to life in stores. We’ve partnered
with Walmart in the US and Puregold in the
Philippines, for example, to educate people on
recycling and plastics reduction to help drive
behavioural change through Unilever brands.
Part of selling with purpose is expanding our
reach through last-mile and micro distribution
models. Programmes like Shakti, through which
more than 100,000 women are selling direct
to homes and in villages in rural areas of 5
countries, and I’m Wall’s, which has created
new livelihoods for thousands of micro-
entrepreneurs in over 20 countries, are helping
us expand our reach and make a difference to
people’s lives. For more on small-scale retailer
programmes see page 18.
We’re also making a difference to the planet
through a raft of initiatives to reduce and
reuse plastics in stores. We’re trialling refill
stations with customers in the US and Europe,
for example, and are working to expand these
programmes. For more on how we’re tackling
plastic packaging, see page 19.
Unilever Annual Report and Accounts 2019 Shareholders
We’re working to create sustainable long-term value for our shareholders by
evolving our portfolio to higher growth segments and transforming our business.
Our performance in 2019
We delivered underlying sales growth of 2.9%,
balanced between price and volume. As we
announced in our sales update in December,
this means that we fell slightly short of delivering
within our multi-year range of 3-5%.
Our underlying sales growth was driven by a
strong overall performance in our emerging
markets, up 5.3% and with a good balance
between volume and price. Our businesses
in South East Asia, particularly Philippines,
Indonesia and Vietnam, performed well, as did
North Asia. Latin America returned to growth
and our Brazilian business also grew well, in an
environment which is improving but remains
challenging. These gains were, however, offset
by difficulties in other emerging markets,
including an economic slowdown in South Asia
and tough trading conditions in West Africa and
the Middle East.
Delivering strong growth continues to challenge
us in developed markets, where we see low
consumer confidence and a deflationary retail
environment. Sales growth in our European
business decreased by 0.6%, while in North
America we saw modest growth, helped by a
good performance in Deodorants and some
good momentum in the second half from
Dressings.
In our Divisions, Beauty & Personal Care grew
2.6%, led by strong, double-digit growth from
Prestige. Deodorants and Skin Care performed
well, but growth was weak in Hair Care. It was
another good year for Home Care, growing
by 6.1% with strong contributions from Fabric
Solutions, Fabric Sensations and Home &
Hygiene. Foods & Refreshment delivered growth
of 1.5%, in a year which saw subdued demand
for black tea, and a significant slowdown in the
European ice cream market.
Our bottom-line performance was good, with
underlying operating margin progressing 50
basis points to 19.1%. The improvement was
driven by higher gross margins, a result of
strong delivery from our 5S savings programme.
In addition, free cash flow was up €0.7 billion
to €6.1 billion, thanks to an improvement in
underlying operating profit.
Purpose-led performance
As well as expecting consistent financial returns,
shareholders today are increasingly interested
in the environmental, social and governance
(ESG) aspects of business that are so essential to
delivering value. Our long-term commitment to
ESG is encapsulated in the Unilever Sustainable
Living Plan. Our focus and progress on
becoming a more sustainable business helped
us once again come top of our sector in the Dow
Jones Sustainability Index in 2019.
We’re more determined than ever to show that
our purposeful approach to business fuels
strong performance. The numbers prove it –
over the last few years we’ve seen significantly
higher growth from our brands with purpose.
Transforming for success
Our new leadership team is driving our
transformation for future success: cementing
purpose at the heart of our business strategy,
while simplifying our organisational structure.
To help us shape a faster, more responsive
business, we’ve reinstated the Chief Operating
Officer role and simplified our structures in
Europe, South East Asia and Australasia. These
actions are all part of building a culture of
growth at Unilever: becoming a more agile
organisation that makes smarter decisions
faster, and with consumers and customers front
of mind – see pages 14 and 20 for more.
The transformation is underpinned by
technology, which is making a difference at
every stage of our operations. It’s helping to
improve our sourcing of raw materials, for
example we're exploring the potential of AI
to calculate ideal harvest times and increase
productivity at our tea plantations in Kenya.
And it’s creating new efficiencies in our
manufacturing operations – at the end of 2019,
31 of our sites were streaming live data using a
'digital twin', which tracks physical conditions
and uses machine learning to analyse data and
optimise processes, reducing both waste and
energy used. We plan to connect another 40
sites in 2020.
We’re also building digital relationships with
our customers and creating better, more
cost-effective models of service – for more on
this, see page 20. We’re getting even closer
to consumers by using advanced analytics
to understand trends on social channels and
through our Consumer Carelines. The insights
we gain are enabling us to be in the right places
at the right times with the right products. Digital
activities like these make our investments
more effective, help us develop more powerful
innovation capabilities and ensure we are more
responsive to consumer trends.
In summary, we are focused on accelerating
growth while continuously transforming our
organisation to be future-fit. Our purpose-
led business model remains key to delivering
superior long-term value.
2.9%
underlying sales growth
in 2019
That’s why we’re working to ensure that each of
our brands has a clear purpose. As well as our
brands taking a stand on issues, we’re setting
bold goals and taking action on the many
environmental and social challenges faced by
society, such as plastic and climate change. See
page 19 for more.
Accelerating our growth
As we strengthen our foundations to deliver
long-term superior value, accelerating growth
is our top priority. We’re doing this by evolving
our portfolio of brands to higher growth
segments. This means renovating our existing
brands to meet emerging trends, creating new
brands (such as Love Home and Planet), and
making acquisitions in fast-growing segments
like plant-based foods and prestige beauty.
Over the last five years we’ve acquired over 30
businesses, including nine in 2019. In January
2020 we announced that we will be conducting
a strategic review of our global tea business as
we continue to evolve our portfolio to higher
growth spaces.
Many of our recent acquisitions are growing in
double digits, including our Prestige portfolio,
Seventh Generation and Sir Kensington's.
However, some, such as Blueair, haven’t
performed as expected in recent years. The
aquisition of Horlicks is likely to complete in the
first half of 2020.
We’re also capitalising on market potential.
With 60% of our business in developing and
emerging markets, we have an unmatched
footprint in high-growth markets. In 2019, 19
of our emerging markets delivered more than
€100 million in turnover, with 17 delivering
more than €500 million. We’re also building a
strong presence in markets of the future, such
as Ethiopia and Myanmar. The key to winning
in many of these places – and indeed in all our
markets – is digitising our route to market and
having a strong presence in channels such as
e-commerce, as discussed on page 20.
Sustainable growth is fuelled by our savings
initiatives. We have an everyday commitment to
running the business efficiently, using savings to
invest in growth areas of the future and in better
products and brands. This, in turn, increases our
margins. Our three main savings programmes
– ZBB, 5S and our Change Programme – have
delivered over €6 billion of savings since 2017. >€6bn
cost savings since 2017
21
Strategic ReportUnilever Annual Report and Accounts 2019 Our performance
We measure our success by tracking both non-financial and financial key performance
indicators that reflect our strategic priorities.
Non-financial performance
Target
2019
2018
2017
Improving health & wellbeing
Big Goal: By 2020 we will help more than a billion people take action to improve their health and wellbeing. See page 18.
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.
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. This will help hundreds of millions of people to
achieve a healthier diet.
1 billion
On ground reach:
615 million
TV reach:
710 million*
On ground reach:
570 million
TV reach:
670 million*
On ground reach:
523 million
TV reach:
78 million*
60%
56%†
48%
39% ◊
Reducing environmental impact
Big Goal: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See page 19.
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).+
Target: By 2020 CO2 emissions from energy from our factories will be at or below
2008 levels despite significantly higher volumes (reduction in CO2 from energy per
tonne of production since 2008).**
Water Target: Halve the water associated with the consumer use of our products
by 2020 (water impact per consumer use).
Target: By 2020 water abstraction by our global factory network will be at or below
2008 levels despite significantly higher volumes (reduction in water abstraction per
tonne of production since 2008).**
Waste Target: Halve the waste associated with the disposal of our products by
2020 (waste impact per consumer use).
Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite
significantly higher volumes (reduction in total waste per tonne of production
since 2008).**
Sustainable sourcing Target: By 2020 we will source 100% of our agricultural raw
materials sustainably (% of tonnes purchased).
(50%)
2%†
6%
9% ◊
≤145.92
50.76†
70.46Δ
76.77 ◊
(50%)
1%†
(2%)
(2%) ◊
≤2.97
1.58†
1.67Δ
(50%)
(32%)
(31%)Δ
≤7.91
100%
0.30†
62%
0.23Δ^
56%
1.80 ◊
(29%)
0.18 ◊
56%
Enhancing livelihoods
Big Goal: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 18.
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).
Reducing workplace injuries and accidents (Total Recordable Frequency Rate
of workplace accidents per million hours worked)**.
Opportunities for women Target: By 2020 we will empower 5 million women, by:
• Promoting safety for women in communities where we operate.
• Enhancing access to training and skills (number of women).
• Expanding opportunities in our value chain (number of women).
•
Building a gender-balanced organisation with a focus on management
(% of managers that are women)**.
100%
70%
61% ‡Δ
55% ‡◊
0.76¤†
0.69Δ
0.89 ◊
5
million
2.34
million±
50%
51%
1.85
millionΔ
Δ
49%
1.73
million
0.75
million
1.26
million ◊
47% ◊
1.60
million
0.72
million ◊
Inclusive business Target: By 2020 we will have a positive impact on the lives of 5.5 million people by:
•
•
Enabling small-scale retailers to access initiatives aiming to improve their
income (number of small-scale retailers).
Enabling smallholder farmers to access initiatives aiming to improve their
agricultural practices (number of smallholder farmers).
5
million
0.5
million
1.81
million†±
0.79
million†±
Baseline 2010 unless otherwise stated
** Key Non-Financial Indicators.
†
Δ
◊
*
PricewaterhouseCoopers assured in 2019. For details and 2019 basis of preparation see www.unilever.com/investor-relations/annual-report-and-accounts/
PricewaterhouseCoopers assured in 2018. For details and 2018 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-
publications-archive
PricewaterhouseCoopers assured in 2017. For details and 2017 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-
publications-archive
The number of people reached through TV advertisements and programmes aimed at encouraging health and hygiene behaviour change (‘TV reach’) was only
measured for our oral care brands in 2017. Lifebuoy and Dove started measuring TV reach in 2018 and 2019 respectively.
During 2017 and 2018 we amended how we assessed compliance with the Responsible Sourcing Policy, hence year-on-year data is not comparable.
‡
± Around 568,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2019.
( ) Brackets around environmental targets indicate that our aim is to reduce our greenhouse gas, waste and water footprints. Brackets around the corresponding actuals
indicate that we have reduced our footprints by the numbers quoted.
+ Target approved by the Science Based Targets Initiative.
^ Restated from 0.20 kg/tonne of production due to a classification error during the data reporting process.
¤
2019 Total Recordable Frequency Rate (TRFR) includes 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 2017 and 2018, our reported TRFR would have been approximately 6% higher in each year.
22
Unilever Annual Report and Accounts 2019 Financial performance
Group
Turnover growth
Turnover growth averaged 1.6% over five years
Underlying sales growth*
Underlying sales growth averaged 3.3% over five years
Underlying volume growth*
Underlying volume growth averaged 1.4% over five years
Operating margin
Underlying operating margin*
Free cash flow*
Cash flow from operating activities
Cash flow (used in)/from investing activities
Cash flow (used in)/from financing activities
Divisions
Beauty & Personal Care
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
Foods & Refreshment
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
Home Care
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
2019
2018
(Restated)(a)
2017
(Restated)(a)
2.0%
2.9%
1.2%
16.8%
19.1%
€6.1
billion
€10.6
billion
(€2.2)
billion
(€4.7)
billion
€21.9
billion
6.0%
2.6%
20.7%
22.7%
€19.3
billion
(4.6%)
1.5%
14.6%
17.5%
€10.8
billion
6.9%
6.1%
12.7%
14.8%
(5.1%)
3.2%
1.9%
24.8%
18.6%
€5.4
billion
€9.6
billion
€4.6
billion
(€12.1)
billion
€20.6
billion
(0.3%)
3.4%
20.2%
22.0%
€20.2
billion
(9.9%)
2.2%
36.0%
17.7%
€10.1
billion
(4.2%)
4.7%
11.7%
13.3%
1.9%
2.8%
0.8%
16.7%
17.7%
€5.8
billion
€10.0
billion
(€5.9)
billion
(€2.0)
billion
€20.7
billion
2.6%
2.9%
20.0%
21.3%
€22.4
billion
(0.4%)
2.1%
16.3%
16.8%
€10.6
billion
5.6%
4.4%
11.0%
12.4%
(a) Restated following adoption of IFRS 16, see note 1 and note 24 for further details, and the change in treatment of hyperinflationary economies in underlying sales
growth, see page 29 for further details.
* 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 27 to 32.
23
Strategic ReportUnilever Annual Report and Accounts 2019
Financial review
2019 performance
The Group generated turnover of €52.0 billion, operating profit of €8.7 billion and net profit of €6.0 billion.
Turnover growth at 2.0% was lower than underlying sales growth of 2.9% reflecting a negative impact of the spreads disposal partially offset by a positive
impact from currency.
Emerging markets performed well with underlying sales growth of 5.3% but developed markets declined by 0.5% mainly as a result of difficult and
deflationary conditions in Europe. Overall underlying sales growth was slightly below expectation due to slow down experienced in the last quarter. Price
growth decelerated in the fourth quarter as a result of pricing reductions in India and low inflation in Turkey. Africa declined due challenges in West Africa
where there were distributor stock resets in Ghana and Nigeria.
Argentina’s and Venezuela’s hyperinflationary conditions persisted during 2019 and Zimbabwe also became hyperinflationary during the year. In our
calculation of underlying sales growth we exclude price growth in excess of 26% in hyperinflationary economies. See pages 28 to 29 for more details.
Nine business acquisition deals were completed during the year spanning across all Divisions and the global Alsa baking and dessert business was sold
in the first half of the year. More details on acquisitions and disposals are in note 21 on pages 134 to 136.
Within non-underlying costs, during the year the Group spent €1,159 million (2018: €914 million) on restructuring; both supply chain optimisation projects
to improve gross margin and organisational change projects to reduce overheads. Supply chain activities were concentrated in the manufacturing and
logistics networks, particularly in Europe and the Americas. Change projects in the markets were focused on transforming the organisation to make it
future-fit and digitally enabled, as well as reducing the overhead base in businesses impacted by the spreads disposal.
Highlights for the year ended
Beauty & Personal Care
Foods & Refreshment
Home Care
Group
2019
2018
(Restated)(a)
2019
2018
(Restated)(a)
2019
2018
(Restated)(a)
2019
2018
(Restated)(a)
Turnover (€ million)
21,868
20,624
19,287
20,227
10,825
10,131
51,980
50,982
Underlying sales growth^ (%)
Underlying volume growth (%)
Underlying price growth^ (%)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Return on assets (%)
2.6
1.7
0.9
4,520
4,960
20.7
22.7
124
3.4
2.5
0.9
4,165
4,543
20.2
22.0
117
1.5
(0.2)
1.7
2,811
3,382
14.6
17.5
61
2.2
1.3
0.9
7,287
3,576
36.0
17.7
58
6.1
2.9
3.1
1,377
1,605
12.7
14.8
99
4.7
2.3
2.4
1,187
1,344
11.7
13.3
86
2.9
1.2
1.6
8,708
9,947
16.8
19.1
89
3.2
1.9
1.2
12,639
9,463
24.8
18.6
82
(a) Restated following adoption of IFRS 16 and the change in treatment of hyperinflationary economies in underlying sales growth. See note 1, note 24 and pages 28 to 29 for
^
further details.
Wherever referenced in this announcement, underlying sales growth and underlying price growth do not include price growth in excess of 26% per year in
hyperinflationary economies. See pages 28 to 29 on non-GAAP measures for more details.
Relative size of Divisions
Turnover
Operating profit
21%
37%
42%
16%
32%
52%
Beauty & Personal Care
Foods & Refreshment
Home Care
Beauty & Personal Care
Foods & Refreshment
Home Care
24
Unilever Annual Report and Accounts 2019 Divisional review
Beauty & Personal Care
TURNOVER grew by 6.0% coming from underlying sales growth of 2.6%, a favourable currency related impact of 2.4% and a positive contribution of 0.9%
from acquisitions.
Deodorants delivered strong, broad-based growth, supported by double digit growth from Dove. The Rexona Clinical range, with patented anti-
perspirant technology to better serve consumer needs, and Dove’s zero aluminium range performed well. Growth in skin cleansing was muted by price
reductions as a result of lower commodity prices. Dove’s growth in skin cleansing was supported by microbiome-friendly innovations. Growth was weak
in hair care with high competitive intensity in the US and continued pressure from local players in China. Japan and Europe also underperformed. In skin
care, Pond’s and Vaseline continued to perform well, with on-trend innovations such as Pond’s Glow Up cream. We expanded into white space markets
with our Simple brand, which is now in 30 markets, including Turkey and the Gulf region. Oral care grew slightly and natural variants such as charcoal,
aloe and clove drove growth in Smile.
Prestige brands continued to deliver double digit growth, with strong performances from brands such as Dermalogica, Hourglass and Living Proof.
Carver Korea and Sundial had a more challenging year. We added to our prestige portfolio by acquiring Garancia, a French derma-cosmetic brand, and
Tatcha, a modern skincare brand rooted in classical Kyoto rituals.
UNDERLYING OPERATING PROFIT increased by €417 million to €4,960 million. Turnover growth and underlying operating margin improvement added €274
million and €143 million respectively. Underlying operating margin improvement of 70bps was driven by efficiencies in brand and marketing investment
and overheads from the zero-based budgeting programme. Non-underlying costs of €440 million were slightly higher than last year; most were related
to the ongoing restructuring programme. Operating Profit increased by €355 million.
Foods & Refreshment
TURNOVER declined by 4.6% reflecting the disposal of the spreads business in the second half of 2018. The net impact of acquisitions and disposals
on revenue was a reduction of 6.9% whilst underlying sales growth was 1.5% and currency movements had a favourable impact of 1.0%.
Ice cream grew, however volumes declined due to a strong comparator from a particularly good European summer in the prior year. Growth was
supported by plant based and ‘better for you’ offerings, including Magnum vegan and Ben & Jerry’s lighter Moophoria variants. Tea also had
price-led growth with declining volume due to subdued consumer demand for black tea in developed markets. Premium black tea, black tea in
emerging markets and fruit and herbal variants, including our premium herbal brand Pukka, performed well. In dressings, Hellmann’s grew, with
the US business returning to growth in the second half of the year. The Hellmann’s vegan mayonnaise variant is now on shelves in over 20 countries
while Sir Kensington’s premium ranges of mayonnaise and salad dressings grew strongly in the US, with the brand now more than doubled in size
since the acquisition. Price-led growth in savoury was supported by Knorr’s portfolio in scratch cooking and the launch of snacking ranges which
address the convenience trend. Savoury declined in Europe, most notably in Germany as a result of the loss of a key customer for a period of time,
sales to this customer have now resumed The newly-acquired brand The Vegetarian Butcher entered a partnership with Burger King® to offer the
Rebel Whopper® across 25 countries in Europe.
UNDERLYING OPERATING PROFIT decreased by €194 million to €3,382 million. Turnover and underlying operating margin decline contributed €166
million and €28 million respectively. Underlying operating margin decreased by 20bps as a result of a lower gross margin from weak pricing
and higher supply chain costs. The non-underlying costs of €571 million in the year were related to additional restructuring within the business
following the spreads disposal in 2018. Operating Profit decreased by €4,476 million which was primarily due to last year’s operating profit
including a €4,331 million profit arising from the sale of the spreads business.
Home Care
TURNOVER grew by 6.9% largely coming from underlying sales growth of 6.1% and a favourable currency impact of 0.4%.
Home and hygiene performed well, benefitting from products such as Cif surface sprays with natural cleaning ingredients. Hand dish wash saw
continued growth momentum, with good performance from Sunlight with recycled packaging, as well as white space launches in Brazil with Brilhante
and in China with Omo. Format premiumisation continued to be a growth driver in fabric, with good growth in liquids and capsules. Laundry brand
Seventh Generation, based on renewable plant-based ingredients, grew strongly. Fabric performance was supported by ongoing market development
driven growth in India, where we also launched premium detergent brand Love & Care. In China we successfully launched Love Home & Planet. Home
Care turnover in Africa was lower than expected and declined driven by a reduction in both volume and price.
UNDERLYING OPERATING PROFIT increased by €261 million to €1,605 million. Turnover growth and underlying operating margin improvement added
€92 million and €169 million respectively. Underlying operating margin improvement of 150bps was driven by a strong gross margin improvement and
lower overheads. Gross margin improved due to strong pricing and positive mix. Non-underlying costs of €228 million primarily related to restructuring
programmes. Operating Profit increased by €190 million.
25
Strategic ReportUnilever Annual Report and Accounts 2019 Financial review continued
Cash flow
Cash flow from operating activities was up by €1.0 billion mainly driven by
working capital improvement in 2019 compared to the prior year which
was impacted by the disposal of spreads. Gross margin improvement
had a favourable contribution a result of strong delivery from 5-S savings
programmes. Overheads and brand and marketing efficiencies also
had a favourable contribution as a result of our zero-based-budgeting
programme.
Balance sheet
Goodwill and intangible assets
Other non-current assets
Current assets
Total assets
Operating profit
Depreciation, amortisation and impairment
€ million
2019
€ million
2018
(Restated)(a)
Current liabilities
Non-current liabilities
8,708
1,982
12,639
2,216
Total liabilities
Shareholders’ equity
Changes in working capital
(9)
(793)
Non-controlling interest
Pensions and similar obligations less
payments
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based
compensation
Other adjustments
Cash flow from operating activities
Income tax paid
Net capital expenditure
Net interest and preference
dividends paid
Free cash flow*
(260)
7
60
151
2
10,641
(2,532)
(1,429)
(548)
6,132
(128)
55
(4,313)
196
(260)
9,612
(2,294)
(1,424)
(461)
5,433
Net cash flow (used in)/from investing
activities
Net cash flow (used in)/from financing
activities
(2,237)
4,644
(4,667)
(12,113)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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 27 to 32.
Net cash outflow as a result of investing activities was €2.2 billion
compared to an inflow of €4.6 billion in the prior year which included €7.1
billion from the disposal of spreads business.
Net outflow from financing activities was €4.7 billion compared to €12.1
billion in the prior year. 2018 included €6.0 billion relating to repurchase of
shares. In 2019 borrowings net of repayments was €1.4 billion higher than
the prior year.
26
€ million
2019
€ million
2018
(Restated)(a)
31,029
17,347
16,430
64,806
20,978
29,942
50,920
13,192
694
13,886
64,806
29,493
16,140
15,478
61,111
20,150
28,844
48,994
11,397
720
12,117
61,111
Total equity
Total liabilities and equity
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details
Goodwill and intangible assets increased to €31.0 billion (2018: €29.5
billion) mainly as a result of acquisitions which contributed €1.2 billion and
favourable currency impact of €0.5 billion driven by strengthening of the
US Dollar and Pound Sterling.
In current assets, cash and cash equivalents increased by €1.0 billion. The
increase is primarily due to strong cash delivery in several countries which
will be used to repay short term debt in due course.
Current and non-current financial liabilities increased by €1.5 billion as a
result of commercial paper issue and bank borrowings.
The net pension plan deficit was lower than prior year by €0.7 billion as
gains from investment performance exceeded the increase in liabilities.
Movement in net pension liability
The table below shows the movement in net pension liability during
the year. The decrease from €0.9 billion at the beginning of the year to
€0.2billion at the end of 2019 was primarily due to good investment
performance offsetting an increase in liabilities as interest rates fell.
1 January
Current service cost
Employee contributions
Actual return on plan assets (excluding interest)
Net interest cost
Actuarial loss
Employer contributions
Currency retranslation
Other movements(a)
31 December
€ million
2019
(874)
(216)
17
2,385
(30)
(1,967)
401
85
3
(196)
(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 98 to 103.
Unilever Annual Report and Accounts 2019 Finance and liquidity
Approximately €1 billion (or 24%) of the Group’s 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 121 to 127.
The remaining €3.2 billion (76%) of the Group’s 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 free
of tax. This balance includes €146 million (2018: €154 million, 2017: €206
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 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
2019 were $7,865 million.
Contractual obligations at 31 December 2019
€ million
Total
€ million
Due
within
1 year
€ million
Due in
1-3
years
€ million
Due in
3-5
years
€ million
Due in
over
5 years
Long-term debt
26,095
4,074
4,902
4,394 12,725
Interest on financial
liabilities
Lease liabilities
Other lease
commitments
Purchase obligations(a)
3,677
2,279
223
361
494
432
69
213
802
694
74
118
Other long-term
commitments
Other financial
liabilities
1,137
578
453
206
125
24
673
433
1,708
720
37
29
84
57
43
1
22
-
Total
33,978
5,985
7,067
5,707
15,219
(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 111 and 112, note 15C on pages
119 and 120, note 16 on pages 121 to 123 and note 20 on page 133.
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.
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.
Brazilian real (€1 = BRL)
Chinese yuan (€1 = CNY)
Indian rupee (€1 = INR)
Indonesia rupiah (€1 = IDR)
Philippine peso (€ 1 = PHP)
UK pound sterling (€1 = GBP)
US dollar (€1 = US$)
Annual average
rate in 2019
Annual average
rate in 2018
4.367
7.725
78.812
15863
58.112
0.880
1.120
4.282
7.807
80.730
16831
62.379
0.884
1.185
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 effective tax rate;
• constant underlying earnings per share;
• free cash flow;
• return on assets;
• net debt; and
• return on invested capital.
underlying operating profit and underlying operating margin;
27
Strategic ReportUnilever Annual Report and Accounts 2019
Financial review continued
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.
Previously, USG was calculated on a different basis as explained on treatment of hyperinflationary economies in underlying sales growth section below.
2018 and 2017 comparative numbers have been restated for the new basis.
The reconciliation of USG to changes in the GAAP measure turnover is as follows:
2019 vs 2018 (%)
Turnover growth(a)
Effect of acquisitions
Effect of disposals
Effect of currency-related items,
of which:
Exchange rate changes
Extreme price growth in hyperinflationary markets(b)
Underlying sales growth(b)
2018 vs 2017 (%)
Turnover growth(a)
Effect of acquisitions
Effect of disposals
Effect of currency-related items,
of which:
Exchange rate changes
Extreme price growth in hyperinflationary markets(b)
Underlying sales growth(b)
2017 vs 2016 (%)
Turnover growth(a)
Effect of acquisitions
Effect of disposals
Effect of currency-related items,
of which:
Exchange rate changes
Extreme price growth in hyperinflationary markets(b)
Underlying sales growth(b)
Beauty &
Personal Care
Foods &
Refreshment
Home
Care
6.0
0.9
-
2.4
1.7
0.6
2.6
(0.3)
3.9
–
(7.2)
(8.1)
1.0
3.4
2.6
1.8
(0.1)
(1.9)
(1.9)
-
2.9
(4.6)
0.6
(7.5)
1.0
(3.5)
4.7
1.5
(9.9)
0.8
(7.2)
(5.8)
(47.7)
79.1
2.2
(0.4)
0.2
(0.8)
(1.8)
(4.3)
2.5
2.1
6.9
0.3
-
0.4
(0.3)
0.7
6.1
(4.2)
0.5
(0.2)
(8.8)
(9.1)
0.4
4.7
5.6
3.1
(0.2)
(1.7)
(1.7)
-
4.4
Total
Group
2.0
0.7
(3.0)
1.5
(0.7)
2.2
2.9
(5.1)
2.0
(3.0)
(7.0)
(29.4)
31.7
3.2
1.9
1.3
(0.4)
(1.8)
(2.8)
1.1
2.8
(a)
(b)
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.
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.
28
Unilever Annual Report and Accounts 2019 Treatment of hyperinflationary economies in underlying sales growth
Previously Underlying Sales Growth (USG) excluded all price growth from countries where the impact of consumer price inflation (CPI) rates had
escalated to extreme levels. There were two countries where we had determined extreme levels of CPI existed. Price growth in Venezuela has been
excluded from USG since Q4 2017 and price growth in Argentina has been excluded from USG since Q3 2018. This approach was adopted for Argentina
in 2018 as it was considered that hyperinflationary conditions would only exist for a short while and thus all price movements would be related to
hyperinflation.
Following a review during 2019, we now consider that hyperinflationary conditions are likely to persist for some time and thus price growth will represent
both hyperinflationary price growth plus normal pricing actions. As a result, our definition of USG has been updated to include price growth in markets
deemed to be hyperinflationary economies, up to a maximum of 26% per year (equivalent to approximately 2% per month compounded). 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.
The change is intended to ensure our reporting provides a more realistic representation of underlying performance. Price increases in hyperinflationary
economies reflect normal pricing actions that relate to fluctuations in demand, changes in commodity and other operating costs and tactical steps to
drive competitiveness, in addition to the exceptional pricing actions taken to respond to hyperinflationary conditions. The new USG definition aims to
include these normal pricing actions but excludes the exceptional pricing actions that give rise to the extreme impact that results from hyperinflation.
Also, as a consequence of this change, we are providing a breakdown of the impact of currency-related items on turnover. Whilst previously the
devaluation of the currency and all price growth in hyperinflationary economies were grouped under “exchange rate” (now called “currency-related
items”), we are now breaking this down between:
• exchange rate changes (including the devaluation of hyperinflationary currencies); and
• extreme price growth in hyperinflationary economies (i.e. price growth that is not included in underlying price growth).
The table below show the impact of this change on USG, UPG and currency-related items on the previously reported numbers:
Underlying sales growth and
underlying price growth (%)
Beauty &
Personal
Care
Foods &
Refresh-
ment
Home
Care
Previously reported
Underlying sales growth
Underlying price growth
Restated
Underlying sales growth
Underlying price growth
Currency related changes (%)
Previously reported
Currency related items
Of which:
Exchange rate changes
Extreme price growth in hyperinflationary markets
Restated
Currency related items
Of which:
Exchange rate changes
Extreme price growth in hyperinflationary markets
2018
Total
2.9
0.9
3.2
1.2
Beauty &
Personal
Care
Foods &
Refresh-
ment
Home
Care
2.9
1.5
2.9
1.5
2.7
3.0
2.1
2.3
4.4
2.3
4.4
2.3
2017
Total
3.1
2.3
2.8
2.0
3.1
0.6
3.4
0.9
2.0
0.7
2.2
0.9
4.2
1.9
4.7
2.4
(7.0)
(5.6)
(8.3)
(6.7)
(1.9)
(2.4)
(1.7)
(2.1)
(7.2)
(5.8)
(8.8)
(7.0)
(1.9)
(1.8)
(1.7)
(1.8)
(8.1)
1.0
(47.4)
79.1
(9.1)
0.4
(29.4)
31.7
(1.9)
-
(4.3)
2.5
(1.7)
-
(2.8)
1.1
29
Strategic ReportUnilever Annual Report and Accounts 2019
Financial review continued
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.
Further details of non-underlying items can be found in note 3 on page 96
of the consolidated financial statements.
Refer to Note 2 on page 94 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 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:
Underlying earnings per share (underlying EPS) is calculated as underlying
profit attributable to shareholders’ equity divided by the diluted combined
average number of share units. 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 on page 107 for reconciliation of net profit attributable to
shareholders’ equity to underlying profit attributable to shareholders’ equity.
Underlying volume growth (%)
Underlying price growth (%)
Underlying sales growth (%)
2019 vs
2018
2018 vs
2017
2017 vs
2016
1.2
1.6
2.9
1.9
1.2
3.2
0.8
2.0
2.8
Refer to page 24 for the relationship between USG, UVG and UPG for each
of the categories.
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 one-off items within operating profit.
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.
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
2019
€ million
2018
(Restated)(a)
€ million
2017
(Restated)(a)
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:
Taxation
Tax impact of:
€ million
2019
€ million
2018
(Restated)(a)
2,263
2,572
Non-underlying items within operating profit(b)
309
(259)
Non-underlying items not in operating profit
but within net profit(b)
Taxation before tax impact of non-underlying
Profit before taxation
Non-underlying items within operating profit
before tax(b)
Non-underlying items not in operating profit
but within net profit before tax(c)
Share of net (profit)/loss of joint ventures and
associates
Profit before tax excluding non-underlying
items before tax and share of net profit/
(loss) of joint ventures and associates
Underlying effective tax rate
(196)
2,376
8,289
(29)
2,284
12,360
1,239
(3,176)
(32)
(122)
(176)
(185)
9,320
25.5%
8,877
25.7%
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Refer to note 3 for further details on these items.
(c) Excludes €3 million (2018: €32 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 is €35 million (2018: €154
Operating profit
8,708
12,639
8,957
million). See note 3.
Non-underlying items within
operating profit (see note 3)
Underlying operating profit
Turnover
Operating margin
Underlying operating margin
1,239
9,947
51,980
16.8%
19.1%
(3,176)
9,463
50,982
24.8%
18.6%
543
9,500
53,715
16.7%
17.7%
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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.
30
Unilever Annual Report and Accounts 2019
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:
Underlying profit attributable to
shareholders’ equity(b)
Impact of translation from current to constant
exchange rates and translational hedges
Impact of price growth in excess of 26% per
year in hyperinflationary economies(c)
Constant underlying earnings attributable to
shareholders’ equity
Diluted combined average number of share
units (millions of units)
Constant underlying EPS (€)
€ million
2019
€ million
2018
(Restated)(a)
6,688
6,345
13
(108)
46
(10)
6,593
6,381
2,626.7
2,694.8
2.51
2.37
Net debt
Net debt is a measure that provides valuable additional information on
the summary presentation of the Group’s net financial liabilities and is a
measure in common use elsewhere.
Prior to this quarter, all financial asset derivatives were current financial
assets and so reduced net debt. Following a recent review we now also
have financial asset derivatives that are non-current in nature. As all of
these derivatives relate to financial liabilities, we continue to exclude
them for the purposes of our net debt calculation and have expanded our
definition to reflect this.
Net debt is now 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.
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) See note 7.
(c) See pages 28 and 29 for further details.
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 net profit to FCF is as follows:
Total financial liabilities
Current financial liabilities
Non-current financial liabilities
Cash and cash equivalents as per balance sheet
Cash and cash equivalents as per cash flow
statement
Add bank overdrafts deducted therein
Other current financial assets
Non-current financial assets derivatives that
relate to financial liabilities
€ million
2019
€ million
2018
(Restated)(a)
(28,257)
(26,738)
(4,691)
(3,613)
(23,566)
(23,125)
4,185
3,230
4,116
69
907
114
3,090
140
874
–
Net debt
(23,051)
(22,634)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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.
Underlying operating profit before tax(b)
Tax on underlying operating profit(c)
Underlying operating profit after tax
(4,313)
(298)
Goodwill
Intangible assets
284
Property, plant and equipment
(153)
Net assets held for sale
10,043
Inventories
Trade and other current receivables
€ million 2019 € million 2018
(Restated)(a)
9,947
(2,536)
7,411
18,067
12,962
12,062
81
4,164
6,695
9,463
(2,432)
7,031
17,341
12,152
12,088
108
4,301
6,482
Net profit
Taxation
Share of net profit of joint ventures/
associates and other income from
non-current investments
Net monetary gain arising from
hyperinflationary economies
Net finance costs
Depreciation, amortisation and
impairment
Changes in working capital
Pensions and similar obligations
less payments
Provisions less payments
Elimination of (profits)/losses on
disposals
Non-cash charge for share-based
compensation
Other adjustments
Income tax paid
Net capital expenditure
Net interest payments
Free cash flow
Net cash flow (used in)/from
investing activities
Net cash flow (used in)/from
financing activities
€ million
2019
€ million
2018
(Restated)(a)
€ million
2017
(Restated)(a)
6,026
2,263
9,788
2,572
6,456
1,670
(176)
(207)
(173)
(32)
627
1,982
(9)
(260)
7
60
151
2
(2,532)
(1,429)
(548)
6,132
(122)
608
2,216
(793)
(128)
55
-
1,004
2,025
(68)
(904)
200
196
(260)
9,612
(2,294)
(1,424)
(461)
5,433
(2,164)
(1,621)
(420)
5,838
(2,237)
4,644
(5,879)
(4,667)
(12,113)
(2,020)
Cash flow from operating activities
10,641
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Trade payables and other current liabilities
(14,768)
(14,457)
Period-end invested capital
Average invested capital for the period
Return on average invested capital
39,263
38,639
19.2%
38,015
38,749
18.1%
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) See reconciliation of operating profit to underlying operating profit on page 30.
Tax on underlying operating profit is calculated as underlying operating profit
(c)
before tax multiplied by underlying effective tax rate of 25.5% (2018: 25.7%) which is
shown on page 30.
31
Strategic ReportUnilever Annual Report and Accounts 2019 Financial review continued
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.
2019
Underlying operating profit before tax
Tax on underlying operating profit
Underlying operating profit after tax
Property plant and equipment
Net assets held for sale
Inventories
Trade and other receivables
Trade payables and other current liabilities
Period end assets (net)
Average assets for the period (net)
Division return on assets
2018 (Restated)(a)
Underlying operating profit before tax
Tax on underlying operating profit
Underlying operating profit after tax
Property plant and equipment
Net assets held for sale
Inventories
Trade and other receivables
Trade payables and other current liabilities
Period end assets (net)
Average assets for the period (net)
Division return on assets
€ million
Beauty &
Personal Care
€ million
Foods &
Refreshment
€ million
Home
Care
4,960
(1,265)
3,695
4,382
5
1,793
2,817
(5,941)
3,056
2,985
124%
4,543
(1,168)
3,375
4,336
1
1,736
2,319
(5,478)
2,914
2,887
117%
3,382
(862)
2,520
5,336
63
1,698
2,484
(5,588)
3,993
4,146
61%
3,576
(919)
2,657
5,473
25
1,762
3,024
(5,984)
4,300
4,564
58%
1,605
(409)
1,196
2,344
10
673
1,394
(3,239)
1,182
1,204
99%
1,344
(345)
999
2,279
-
803
1,139
(2,995)
1,226
1,155
86%
€ million
Total
9,947
(2,536)
7,411
12,062
78
4,164
6,695
(14,768)
8,231
8,335
89%
9,463
(2,432)
7,031
12,088
26
4,301
6,482
(14,457)
8,440
8,606
82%
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Other information
2018 financial review
The financial review for the year ended 31 December 2018 can be found on pages 20 to 26 of our Annual Report and Accounts on Form 20-F filed with the
United States Securities and Exchange Commission on 11 March 2019.
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 2018 except for the recent accounting developments as set
out in note 1 on pages 92 to 93. 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 91 to 92.
Auditors report
The independent auditors’ reports issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of the Group, as set out in the financial
statements, were unqualified and contained no exceptions or emphasis of matter. For more details see pages 79 to 86.
32
Unilever Annual Report and Accounts 2019
Our risks
Our risk appetite and approach to risk
management
Risk management is integral to Unilever’s strategy and to the achievement
of Unilever’s 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 Boards agenda, which is where we believe it
should be.
Unilever's 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 Unilever’s senior
management including, where appropriate, the Chief Executive Officer
and Chief Financial Officer.
Organisation
The Boards assume overall accountability for the management of risk and
for reviewing the effectiveness of Unilever’s risk management and internal
control systems.
The Boards have 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 Unilever Leadership
Executive, which takes active responsibility for focusing on the principal
areas of risk to Unilever. The Boards 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
Unilever’s approach to doing business is framed by our Purpose and
values (see page 9). 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
throughout Unilever rests with senior management across categories,
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. 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 Boards at least once a year.
Unilever’s functional standards define mandatory requirements across
a range of specialist areas such as health and safety, accounting and
reporting and financial risk management.
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 of this
business cycle. These procedures are formalised and documented and
are increasingly being centralised and automated into transactional and
other information technology systems.
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
Boards an objective and independent review of the effectiveness of risk
management and internal control systems throughout Unilever.
Boards’ assessment of compliance with the risk
management frameworks
The Boards, 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.
The Boards, 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 Boards.
Details of the activities of the Audit Committee in relation to this can be
found in the Report of the Audit Committee on pages 54 to 55.
Further statements on compliance with the specific risk management and
control requirements in the Dutch Corporate Governance Code, the UK
Corporate Governance Code, the US Securities Exchange Act (1934) and
the Sarbanes-Oxley (2002) Act can be found on page 53.
33
Strategic ReportUnilever Annual Report and Accounts 2019 Our risks continued
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 Group’s future development, performance, financial position, cash flows, liquidity position and
borrowing facilities as described on pages 1 to 32. In addition, we describe in notes 15 to 18 on pages 116 to 132 the Group’s 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 risks and mitigating factors are summarised on pages 35 to 39.
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 headroom 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, 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; and
assessing scenarios that involve more than one principal risk including the following multi risk scenarios:
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 Group’s 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
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 Group’s 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 Group’s diverse product and geographical activities which are impacted by continuously evolving technology and innovation.
•
Secondly, the Group's debt headroom and funding profile has been assessed:
• 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 $7.865 billion of committed credit facilities with a maturity of 364 days which are used for backing up 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, 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.
34
Unilever Annual Report and Accounts 2019
Principal risks
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 Unilever’s 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).
The most significant emerging risk is the ongoing outbreak of the Coronavirus (COVID-19). We are monitoring the situation carefully as it evolves to
understand the potential impact on our people and our business. Based on the current position there will be a significant impact on the short-term
performance of our Chinese business in 2020, in particular our food service business. There may also be impacts in other countries although the extent is
not yet clear. We are taking all necessary steps to protect our people and mitigate the risk to our business.
Our principal risks have not fundamentally changed this year. We no longer show Sustainability as a specific standalone risk reflecting the ongoing
integration of sustainability into our business and a realisation over the last couple of years that we need to be more granular in explaining what is
meant by a sustainability risk and have hence separated out specific sustainability risks, notably Climate Change and Plastic Packaging. This year we are
also separating out a risk with respect to Inequality, which was previously included in our overarching Sustainability risk and is now included within our
Ethical risk. In addition, we have reassessed our Financial risks and believe our principal risk in this area should focus more on the changing global tax
landscape and its impact on our business, and less on the risks related to our pension liabilities as we have made progress in ensuring stability in our
pension funding and do not consider the current risk level to be material at this time.
As well as identifying the most relevant risks for our business we reflect on whether we think the level of risk associated with each of our principal risks is
increasing or decreasing. There are three areas where we believe there is an increased level of risk:
•
Plastic Packaging: the pressure to reduce the use of plastic, particularly single-use plastic, continues to gain traction with both our consumers
and customers, coupled with the rise of countries considering taxes on plastic packaging;
Customers: the retail landscape continues to evolve with a significant proportion of category growth coming from e-commerce and other new
channels, so we need to adapt our business models and develop relationships with new customers and make sure our products are appropriate
for these channels; and
Business Transformation: the pressure to digitise our business to generate efficiencies and to allow our people to focus on driving growth
continues; a significant transformation programme is underway and our ability to effectively manage these transitions is a key short-term risk.
•
•
We set out below certain mitigating actions that we believe help us to manage these risks. However, we may not be successful in deploying some or all
of these mitigating actions. 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.
Nature 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.
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.
Risk change since last year: No change
Portfolio management
Unilever’s strategic investment choices will affect the long-term
growth and profits of our business.
Unilever’s 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.
Risk change since last year: No change
Management of risk
We monitor external market trends and collate consumer, customer and
shopper insights in order to develop category and brand strategies. We
invest in markets and segments where we have built, or are confident
that we can build, competitive advantage.
Our brand communication strategies are designed to optimise digital
communication opportunities. We develop and customise brand
messaging content specifically for each of our chosen communication
channels (both traditional and digital) to ensure that our brand
messages reach our target consumers. Brand teams are driving social
purpose into their brand’s proposition and communication
Our Research and Development function actively searches for ways in
which to translate the trends in consumer preference and taste into new
technologies for incorporation into future products.
Our innovation management process converts category strategies into
projects which deliver new products to market. We develop product ideas
both in house and with selected partners to enable us to respond to
rapidly changing consumer trends with speed.
Our strategy and our business plans are designed to ensure that
resources are prioritised towards those categories and markets having
the greatest long-term potential for Unilever. Our acquisition activity is
driven by our portfolio strategy with a clear, defined evaluation process.
35
Strategic ReportUnilever Annual Report and Accounts 2019 Our risks continued
Nature 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.
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.
Risk change since last year: No change
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.
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.
Risk change since last year: Increase
Customer
Successful customer relationships are vital to our business and
continued growth.
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.
Risk change since last year: Increase
Management of risk
As part of our sustainability targets we monitor climate change and are
responding by ensuring we reduce the carbon intensity of operations and
by developing products with a lower carbon footprint or that require less
water during consumer use.
We aim to minimise our impact on climate change by committing to
emission reduction targets and have developed a roadmap to be carbon
positive by 2030.
We monitor trends in raw material availability and pricing due to short
term weather impacts, and proactively reformulate our products where
appropriate to ensure continued availability of input materials.
We monitor governmental developments around actions to combat
climate change and take proactive action to minimise the impact on our
operations. We also advocate for changes to public policy frameworks
that will enable accelerated decarbonisation, in line with the upper level
of ambition of the Paris Agreement on Climate Change.
We are committed to reducing the amount of post-consumer plastic
packaging waste going to landfill. We have committed to ensuring 100%
of our plastic packaging is reusable, recyclable or compostable by 2025.
We aim to halve our use of virgin plastic by both reducing usage
and accelerating use of recycled plastic. This requires us to redesign
products by considering modular packaging, design for disassembly
and reassembly, wider use of refills, recycling and using post-consumer
recycled materials in innovative ways. We are working on innovative
solutions through new business models.
We aim to collect and process more plastic packaging than we sell,
enabled through driving systematic change in circular thinking at
an industry level working with partners such as the Ellen MacArthur
Foundation. We are also working with governments, industry partners,
suppliers and consumers to raise awareness and find solutions to
improve the recycling infrastructure for plastics. We are helping
consumers to understand disposal methods and supporting collection
schemes and facilities.
We build and maintain trading relationships across a broad spectrum
of channels ranging from centrally managed multinational customers
through to small traders accessed via distributors in many developing
countries. We identify changing shopper habits and build relationships
with new customers, such as those serving the e-commerce channel.
We develop joint business plans with our key customers that include
detailed investment plans and customer service objectives and we
regularly monitor progress.
We have developed capabilities for customer sales and outlet design
which enable us to find new ways to improve customer performance and
enhance our customer relationships. We invest in technology to optimise
order and stock management processes for our distributive trade
customers.
36
Unilever Annual Report and Accounts 2019 Nature of risk
Talent
A skilled workforce and agile ways of working are essential for the
continued success of our business.
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.
Risk change since last year: No change
Supply chain
Our business depends on purchasing materials, efficient manufacturing
and the timely distribution of products to our customers.
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.
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.
Changes in trade relationships between Europe and the UK as a result of
Brexit could give rise to both a supply and cost issue.
Risk change since last year: No change
Safe and high quality products
The quality and safety of our products are of paramount importance
for our brands and our reputation.
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.
Risk change since last year: No change
Management of risk
We have an integrated management development process which
includes regular performance reviews underpinned by a common set of
leadership behaviours, skills and competencies. We have development
plans to upskill and reskill employees for future roles and will bring in
flexible talent to access new skills.
We have targeted programmes to attract and retain top talent and
we actively monitor our performance in retaining a diverse talent pool
within Unilever.
We regularly review our ways of working to drive speed and simplicity
through our business in order to remain agile and responsive to market
place trends. We are moving to agile ways of working to unlock internal
capacity and prioritise work based on growth and impact.
We have contingency plans designed to enable us to secure alternative
key material supplies at short notice, to transfer or share production
between manufacturing sites and to use substitute materials in our
product formulations and recipes.
We have policies and procedures designed to ensure the health and
safety of our employees and the products in our facilities, and to deal
with major incidents including business continuity and disaster recovery.
Commodity price risk is actively managed through forward buying
of traded commodities and other hedging mechanisms. Trends are
monitored and modelled regularly and integrated into our forecasting
process.
Our product quality processes and controls are comprehensive, from
product design to customer shelf. They are verified annually and regularly
monitored through performance indicators that drive improvement
activities. Our key suppliers are externally certified and the quality of
material received is regularly monitored to ensure that it meets the
rigorous quality standards that our products require.
In the event of an incident relating to the safety of our consumers or the
quality of our products, incident management teams are activated in the
affected markets under the direction of our product quality, science and
communications experts, to ensure timely and effective market place
action.
We have processes in place to ensure that the data used to generate on-
pack labelling is compliant with applicable regulations and with relevant
Unilever labelling policies in order to provide the clarity and transparency
needed for consumers.
37
Strategic ReportUnilever Annual Report and Accounts 2019 Our risks continued
Nature of risk
Systems and information
Unilever’s operations are increasingly dependent on IT systems
and the management of information.
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.
Risk change since last year: No change
Business transformation
Successful execution of business transformation projects is key to
delivering their intended business benefits and avoiding disruption to
other business activities.
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.
Risk change since last year: Increase
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.
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.
Risk change since last year: No change
Management of risk
To reduce the impact of external cyber-attacks impacting our business
we have firewalls and threat monitoring systems in place, complete with
immediate response capabilities to mitigate identified threats. We also
maintain a global system for the control and reporting of access to our
critical IT systems. This is supported by an annual programme of testing
of access controls.
We have policies covering the protection of both business and personal
information, as well as the use of IT systems and applications by our
employees. Our employees are trained to understand these requirements.
We also have a set of IT security standards and closely monitor their
operation to protect our systems and information. Hardware that runs
and manages core operating data is fully backed up with separate
contingency systems to provide real-time backup operations should they
ever be required.
We have standardised ways of hosting information on our public
websites and have systems in place to monitor compliance with
appropriate privacy laws and regulations, and with our own policies.
All acquisitions, disposals and global organisational transformation
projects are sponsored by a member of the Unilever Leadership Executive.
All such projects have steering groups in place led by a senior executive
and regular progress updates are provided to the Unilever Leadership
Executive. Sound project disciplines are used in all transformation
projects and these projects are resourced by dedicated and appropriately
qualified personnel.
The digitalisation of our business is led by a dedicated specialist team
together with representatives from all parts of the business to ensure an
integrated and holistic approach. A significant part of the organisational
transformation involves the transfer of activities to third parties on and
offshore. New ways of working are being developed to manage this new
business model.
Unilever also monitors the volume of change programmes under way
in an effort to stagger the impact on current operations and to ensure
minimal disruption.
The breadth of Unilever’s portfolio and our geographic reach help
to mitigate our exposure to any particular localised risk. Our flexible
business model allows us to adapt our portfolio and respond quickly to
develop new offerings that suit consumers’ and customers’ changing
needs during economic downturns.
We regularly update our forecast of business results and cash flows and,
where necessary, rebalance investment priorities.
We believe that many years of exposure to emerging markets have given
us experience of operating and developing our business successfully
during periods of economic and political volatility.
38
Unilever Annual Report and Accounts 2019 Nature of risk
Treasury and Tax
Unilever is exposed to a variety of external financial risks in relation
to Treasury and Tax.
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 Unilever’s credit
rating, impair investor confidence and restrict Unilever’s 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 OECD’s
Base Erosion and Profit Shifting project, and the Digitalising Economy
Project, and further potential tax reform in the EU.
Risk change since last year: No change
Ethical
Unilever’s 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.
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 Unilever’s corporate reputation and business results.
Risk change since last year: No change
Legal and regulatory
Compliance with laws and regulations is an essential part of Unilever’s
business operations.
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.
Risk change since last year: No change
Management of risk
Currency exposures are managed within prescribed limits and by the use
of financial hedging instruments. Further, operating companies borrow
in local currency except where inhibited by local regulations, lack of local
liquidity or local market conditions.
We seek to maintain access to global debt markets through short-term
and long-term debt programmes. In addition, we maintain significant
undrawn committed credit facilities for general corporate purposes as
disclosed in note 16A.
Group treasury regularly monitors exposure to our banks, tightening
counter-party limits where appropriate. Unilever actively manages its
banking exposures on a daily basis. We regularly assess and monitor
counter-party risk in our suppliers and customers and take appropriate
action to manage our exposures.
Our Global Tax Principles provide overarching governance and we have a
process in place to monitor compliance with the Tax Principles. We have
a Tax Risk Framework in place which sets out the controls established
to assess and monitor tax risk for direct and indirect taxes. We monitor
proposed changes in taxation legislation and ensure these are taken into
account when we consider our future business plans.
Our Code of Business Principles and our Code Policies govern the
behaviour of our employees, suppliers, distributors and other third
parties who work with us. Our processes for identifying and resolving
breaches of our Code of Business Principles and our Code Policies are
clearly defined and regularly communicated throughout Unilever. Data
relating to such breaches is reviewed by the Unilever Leadership Executive
and by relevant Board Committees and helps to determine the allocation
of resources for future policy development, process improvement,
training and awareness initiatives.
Our Responsible Sourcing Policy and Responsible Business Partners Policy
help us improve the lives of the people in our supply chains by ensuring
human rights are protected and makes a healthy and safe workplace
a mandatory requirement for our suppliers. We have detailed safety
standards and monitor safety incidents at the highest level.
Through our Brands with Purpose agenda, a number of our brands are
taking action on societal issues such as fairness and equality.
Unilever is committed to complying with the laws and regulations of the
countries in which we operate. In specialist areas the relevant teams
at global, regional or local levels are responsible for setting detailed
standards and ensuring that all employees are aware of and comply with
regulations and laws specific and relevant to their roles.
Our legal and regulatory specialists are heavily involved in monitoring
and reviewing our practices to provide reasonable assurance that we
remain aware of and in line with all relevant laws and legal obligations.
39
Strategic ReportUnilever Annual Report and Accounts 2019 Our risks continued
In focus: Climate change
Unilever advocates for policies that advance the goal of the Paris
Agreement on Climate Change to limit the increase in the global average
temperature to well below 2°C, and ideally no more than 1.5°C, above pre-
industrial levels by the end of the century. We believe this means achieving
a net zero emissions world by 2050.
To achieve the goals of the Paris Agreement, we recognise the importance
of disclosing climate-related risks and opportunities in line with the
recommendations of the Taskforce on Climate-Related Financial
Disclosures (TCFD). This will enable market forces to drive efficient
allocation of capital and support the transition to a low-carbon economy.
In this Annual Report and Accounts, we continue to integrate climate-
related disclosures throughout the Strategic Report narrative. In
recognition of the growing significance, and our increasing understanding
of the impacts of climate change on our business, we have also
summarised in this section the key risks and opportunities arising from
climate change, including the potential impacts on our business.
Governance
The Boards take overall accountability for the management of all risks and
opportunities, including climate change (see page 33). Our Chief Executive
and Executive Board member, Alan Jope, is ultimately responsible for
oversight of our climate change agenda. The Boards are supported by
the ULE. During 2019, the USLP Steering Team was fully integrated into
the main ULE agenda to reflect the integration of sustainability into our
business strategy. The ULE meet monthly to discuss key strategic matters.
During 2019, there were a number of agenda items on topics related to
climate change including our climate goals.
A number of other specialist governance groups are in place to support
our climate agenda, including:
•
Energy Board: Drives delivery of our carbon positive 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.
Water Board: Steers our strategy and targets on water, focusing on
driving water-smart innovations for business growth. Chaired by our
Home Care Category President, Peter Ter Kulve.
•
•
Remuneration linked to achievement of sustainability and climate change
targets is a key part of our governance. For management employees –
up to and including the ULE – incentives include fixed pay, a bonus as a
percentage of fixed pay and 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
and includes consideration of progress against our manufacturing scope
1 and 2 greenhouse gas and sustainable palm oil targets, which among
others, underpin our climate strategy. See pages 60 to 77 for more on MCIP
including the role of the Board’s Remuneration Committee and Corporate
Responsibility Committee in determining the MCIP award each year.
Strategy and risk management
Climate change has been identified as a principal risk to Unilever which has
the potential to impact our business in the short, medium and long term. The
physical risks and opportinities that we face from climate change include
extreme weather and water scarcity. The transition risks and opportunities
include changing consumer preferences and future policy and regulation.
We regularly carry out climate-related risk assessments at site level,
supplier-level, as well as innovation-project level. Management of climate
related risks is distributed throughout the organisation depending
on where the risk resides. For example, climate risks in relation to
commodities in the supply chain are managed by our procurement team
who are responsible for buying commodities.
Understanding financial impact: scenario analysis
This section explains how scenario analysis helps us to understand the
potential impact of climate change on our business in 2030 to inform our
strategy and financial planning.
To further understand the impact that climate change could have on
Unilever’s business in the future, we performed a high-level assessment
of the impact of 2°C and 4°C global warming scenarios. The 2°C and 4°C
scenarios are constructed on the basis that average global temperatures
will have increased by 2°C and 4°C in the year 2100. Unilever believes
the world should seek to limit global temperatures to 1.5°C above
pre-industrial levels. However, in line with guidance we have modelled
scenarios based on 2°C and 4°C scenarios.
We focused the assessment on our business in 2030 assuming that we
have the same business activities as we do today. 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 Agency’s 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 Unilever’s 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 impacts of the 2°C scenario were 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 were 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.
•
•
The process for assessing and identifying climate-related risks is the same
for all principal risks and is described on page 36. 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.
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
40
Unilever Annual Report and Accounts 2019
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 are relatively small.
We have therefore developed and piloted an approach to assess the
impact of climate change on our key commodities, including soy and
black tea.
Assessing the impact on soybean oil
We selected soy based on its importance to Unilever (large purchased
volume), it being a high-profile crop in the countries where it is grown and
the availability of good historical price data and suitable climate models.
We developed a methodology which combined forecasting future
yields and quantifying the impact on commodity prices of soybean oil.
The forecasting of future yields was performed using a combination of
crop specific and climate change models. The price model used 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 soybean oil market and historical trends, to
estimate the impact of climate-induced yield changes on future
prices. This model considered the importance of co-products e.g.
soybean meal, substitution potential e.g. with sunflower oil and
industrial uses of soybean oil, as well as the impact of yield on price.
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.
•
•
Our pilot analysis showed that soybean yields may increase over the 2030
and 2050-time horizon and that subsequent lower prices may then lead
to small potential reductions in our procurement spend on soy. While
the results may indicate a low financial risk to our business, we need to
consider a wider range of risk factors when determining our strategic
response. Indirect risks from climate change, such as extreme weather
events or external policy response and adaptation could also have an
impact but were not included in our modelling. Furthermore, these pilot
results are specific to soy and can’t be applied to other crops.
Assessing the impact on black tea
We are the world’s biggest tea company and buy around 10% of the
world’s black tea. We worked with the Potsdam Institute for Climate
Impact Research to develop suitable crop models for black tea yield
predictions. Our modelling considers a range of scenarios and impacts
on crop yield and this drives variability in outcomes that we observe. This
enabled us to assess the direct risks from climate change on black tea by
following the same approach used for soy in 2018. We similarly sought to
isolate the impact of 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.
However, unlike soy, the black tea market is highly fragmented, lacks
liquidity and does not operate as one global market. This required us to
conduct an analysis of individual countries to identify the risks Unilever is
exposed to in each. We selected our four key black tea sourcing countries
for the analysis: Argentina, India, Kenya and Turkey.
The different market dynamics in each country presented separate
challenges and risks. Each country has also been affected by different
evolutions in acreage growth and farming technologies, which at an
overall level, have influenced black tea production and resulted in an
overall, global increase in tea yields over time.
Our analysis of the direct effects of climate change showed that yields for
each country and scenario range from a predicted decrease to a predicted
increase, indicating some exposure to risk. However, on average, yields
are predicted to increase. This average increase in yields, however, is much
smaller than the anticipated significant effects of acreage growth and
improvements in farming technologies. Associated price reductions are
expected in most scenarios over a 30-year horizon. The overall risk to Unilever
of average, direct climate change impacts is therefore relatively low.
However, there are some specific risks to Unilever. At an individual country
level, there is a risk of a reduction in yields in 2030 in a 2°C scenario in
Kenya, and in 2050 in a 4°C scenario in Argentina. The plateauing of yields
in Kenya is a specific risk to Unilever if additional acreage is not made
available as a result of government or land use change policies, which
consequently limits future production. There are also some small price
risks in Kenya and Argentina.
Our analysis also implied that the impact from climate change on average
yields may be less significant than the impact of extreme weather events
and man-made factors, which can affect black tea production and prices
respectively. These events can result in much larger than average impacts
in individual years, but the frequency and nature of these events cannot
be accurately predicted.
The quality of black tea, excluded from our analysis, was found to have a
larger impact on price than yields, especially in India. The expected water
scarcity and temperature stress in 2°C and 4°C scenarios, could change the
average black tea quality, leading to potential future price risks. The lack
of appropriate substitutes further increases the risk profile surrounding
tea. While the overall risk to Unilever of direct climate change impacts on
black tea is relatively low, the country specific risks and the uncertainty
of impacts from other significant factors will require further analysis and
individual action plans to be defined/refined for each country.
Managing physical risks and opportunities
Our scenarios assess the potential impact of climate change over the long
term on key commodities. However, we also face physical climate change
risks and opportunities in our supply chain and direct operations over the
short and medium term – notably from the effects of extreme weather and
water scarcity.
Extreme weather
Unilever’s business depends on purchasing materials, efficient and
uninterrupted manufacturing and the timely distribution of products to
our customers. Both the increased frequency of extreme weather events
and changes to weather systems could cause disruption across our value
chain. 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 affects.
Operating costs and commodity prices can be impacted by extreme
weather caused by climate change. To mitigate this we have contingency
plans to secure alternative key material supplies at short notice, for
example during extreme weather events, to transfer or share production
between manufacturing sites and to use substitute materials in our
product formulations and recipes. Commodity price risk is actively
managed through forward buying of traded commodities and other
hedging mechanisms. Trends, including weather patterns, are monitored
and modelled regularly and integrated into our forecasting process. Our
Sustainable Agriculture Code promotes the principles of Climate Smart
Agriculture to our suppliers and includes practices that sustainably
increase the productivity and resilience to extreme weather.
Extreme weather also has the potential to impact Unilever operations
and assets, including our inventory of products as well as owned property
which could suffer physical damage or loss. We use sustainable building
standards such as BREEAM or LEED for new developments to future
proof our assets and reduce obsolescence. For instance, our newly
opened Foods Innovation Centre in the Netherlands attained BREEAM
outstanding, meaning it met stringent climate adaptation measures.
41
Strategic ReportUnilever Annual Report and Accounts 2019 Our risks continued
Water stress
introduction of carbon taxes or zero net deforestation policies.
Household water scarcity caused by climate change is another physical
risk, which is exacerbated by population growth and urbanisation. During
periods of drought consumers may reduce their use of certain products
including laundry detergents, shampoos and conditioners, and toilet
cleaners as they are unable to access water to use them or experience
declining water quality which limits their enjoyment and/or efficacy. While
the overall impact of water stress on our sales, from both policy and
physical impacts, was not found to be significant in our scenario analysis
at a global level within the 2030 time horizon evaluated, the impacts we
see in the short term tend to be more local.
We are investing in new products and formulations that work just as well 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 have also developed dry
shampoos (e.g. TRESemmé) and ‘leave in’ conditioners (e.g. Dove).
Managing transition risks and opportunities
The transition to a low-carbon economy presents a number of risks, but
also opportunities for Unilever over the short and medium term – notably
from changing consumer preferences and future policy and regulation.
Changing consumer preferences
Unilever’s growth and profitability is determined by our portfolio,
geographical and channel presence and how these evolve over time
in response to consumer demand. Failure to pre-empt or respond to
changing consumer preferences could impact our growth.
We're developing our product portfolio to offer products with a lower
carbon footprint. For example, we have been shifting our Home Care
laundry portfolio towards concentrated liquid laundry detergent formats
for a number of years. Brands such as Persil, Omo and Surf Small & Mighty
and Seventh Generation’s EasyDose enable people to wash their clothes
at lower temperatures, reducing GHG emissions by up to 50% per load.
Concentrated detergents also mean that we can fit doses for more washes
into smaller bottles, reducing the water used at manufacturing facilities
and hence the emissions associated with transportation and packaging.
The next portfolio shift, in line with changing consumer preference, will
future proof our Home Care brands to ensure they continue to deliver
superior cleaning, while being kinder to the environment. This will include,
for example, using a new generation of ingredients which deliver superior
performance at lower dosage resulting in GHG savings.
Consumers in a number of markets are increasingly adopting plant-
based diets which have a lower GHG footprint than meat-based diets.
According to our Lifecycle Analysis, our GHG emissions from animal-based
agriculture (including fats and proteins), is relatively low, accounting
for around 7.5% of our Foods & Refreshment GHG footprint, and 2.5%
of Unilever’s total GHG footprint. A recent FAIRR report also noted
that Unilever had the lowest exposure to GHG emissions from animal
agriculture in the sector. It also identified us as the best prepared food
company for the plant-based boom. We have a range of vegan and
vegetarian variants and continue to actively promote vegetarian and
vegan recipes (see page 14).
To capitalise on the future revenue opportunities, our M&A strategy aims
to acquire new businesses which serve specific consumer segments
such as sustainability conscious consumers. A number of our recent
acquisitions, including Pukka Herbs, Sundial, Mae Terra, 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. For example, 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.
Future policy and regulation
Current and emerging laws and regulations have the potential to impact
financial performance as governments may take action, such as the
42
Our business is heavily dependent on forests for key commodities. We’re
one of the largest end-users of palm oil in the FMCG sector and we also
buy other commodities associated with a risk of deforestation, including
soy and paper and board. In 2010, together with other organisations in
our industry, we committed to achieving zero net deforestation associated
with four commodities (palm oil, soy, paper and board and beef) by 2020.
Despite our efforts over the past decade, commodity-driven deforestation
remains a serious challenge in many parts of the world. We’re taking a
number of steps to eliminate deforestation from agricultural commodity
supply chains. Firstly, we are transforming our own supply chains by
making sure the palm oil, soy, paper and board, and tea we buy is both
traceable and certified as sustainable. Secondly, we are working with
governments and other partners to ensure that deforestation gets the
political attention and financial resources it needs. In particular, we are
focused on helping reduce deforestation in key regions of South-East Asia,
South America, and West and Central Africa. We’re also using our networks
and relationships to help tropical forest countries access large-scale,
performance-based payments for emissions reductions from forests.
We consider the impact of possible future mandatory carbon pricing in
key countries which could result in increases in both manufacturing costs
and the costs of raw materials such as ingredients and packaging. To
mitigate this, in 2016, we implemented an internal price on carbon as
part of the business case appraisal for large capital expenditure projects.
This did not change behaviour as we expected since energy costs – and
therefore carbon costs – were largely immaterial to the capital costs
over the assessed period. As a result we took the decision to end this
shadow carbon pricing approach and instead applied a novel approach
of internally taxing the notional capital expenditure budgets of our three
divisions based on the emissions from the prior year, to raise a clean-tech
fund. So far, over €120 million has been allocated to this fund for energy,
waste and water saving projects. Since January 2018 our internal price of
carbon for this fund has been €40 per tonne.
Our climate targets are one of the ways we mitigate the risk of future
policy and regulation. In 2019, we announced that our factories, offices,
R&D facilities, data centres, warehouses and distribution centres across
five continents are now powered by 100% renewable grid electricity.
Metrics and targets
We have been measuring and reporting on our energy and water
consumption and carbon emissions since 1995. The USLP includes
a number of stretching targets which relate to climate risks and
opportunities across our value chain. Performance against key targets can
be found on page 22 with commentary on page 18 and 19. Our website
contains detailed commentary on our USLP targets as well as actions
we are taking to achieve them. Two of our GHG reduction targets are
recognised as science-based:
•
Halve the greenhouse gas impact of our products across the lifecycle
by 2030 (this is aligned with our USLP full value chain target and
covers all the phases across the lifecycle of our products: ingredients/
raw materials, manufacturing, distribution, retail, packaging,
consumer use and disposal).
Reduce scope 1 and 2 greenhouse gas emissions by 100% from our
own operations by 2030 (this is aligned with our ambition to become
carbon positive in our manufacturing, where the majority of our
scope 1 and 2 emissions occur).
•
We’ve created a detailed plan to annually assess the feasibility for Unilever
to reach our target to halve the greenhouse gas impact of our products
across the lifecycle by 2030, taking both external transitions towards a
low-carbon economy as well as the latest available data and assumptions
about our GHG footprint into account. See page 22 for our latest progress
against these targets and page 19 for commentary. Our ability to meet our
climate-related targets partly depends on changes in the energy markets
worldwide, such as the rate of installation of renewable electricity in many
countries and the availability of purchase power agreements. We are also
dependent on countries implementing their Paris commitments and in
Unilever Annual Report and Accounts 2019 (f)
We use a combination of external lifecycle inventory databases (secondary data)
and supplier specific data (primary data eg for surfactants, perfumes and some
of food ingredients) to measure the GHG emissions of purchased ingredients and
packaging materials used in the production of our products.
(g) 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
We have decided to voluntarily comply with the UK government’s
Streamlined Energy and Carbon Reporting (SECR) policy a year early.
The table below represents Unilever’s energy use and associated GHG
emissions from electricity and fuel in the UK for the 2018 and 2019
reporting years (1 October to 30 September), with scope calculations
aligned to the Greenhouse Gas Protocol. The scope of this data includes 8
manufacturing sites and 11 non-manufacturing sites based in the UK. The
UK accounts for 5% of our global total Scope 1 and 2 emissions, outlined in
our mandatory GHG reporting also on this page.
raising the ambition of those commitments. We need policy and regulation
which drive decarbonisation at scale, reducing costs, increasing speed and
making the 'well below' 2 degree scenario more likely. We have a role to
play to help shape the policy and regulation required and we are working
collaboratively with partners, suppliers and other organisations to achieve
our ambition including with organisations such as We Mean Business
coalition, the United Nations Global Compact, the World Economic Forum
and the World Business Council for Sustainable Development.
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. Each year PwC assure selected
manufacturing environmental metrics including carbon emissions from
energy use and energy use per tonne of production. In 2019 PwC also
assured the GHG impact of our products across the lifecycle. The GHG data
below relates to emissions during the 12-month period from 1 October to
30 September. This period is different from the Strategic Report, Directors'
Report and Financial Statements which are calendar year.
Manufacturing (scope 1 and 2)(a)
Scope 1 (tonnes CO2)
Scope 2 (tonnes CO2)(b)
Total Scope 1 & 2 (tonnes CO2)(b)
Intensity ratio (kg CO2 per tonne
of production)(c)
UK operations
Biogas (MWh)
Natural gas (MWh)
2019
2018
LPG (MWh)
607,829
361,669
969,498
Fuel oils (MWh)
711,875
Coal (MWh)
726,167
Electricity (MWh)
1,438,042
Heat and steam (MWh)
Total energy (MWh)(a)
50.76
70.46
2019
17,045
238,081
866
580
0
195,796
212,482
408,280
48,178
702
2018
15,958
278,849
1,513
648
0
196,965
272,985
469,950
56,533
3,067
Total energy (MWh)
6,648,048
7,196,599
Non-manufacturing (scope 1 and 2)(a) (d)
Scope 1 (tonnes CO2)
Scope 2 (tonnes CO2)(b)
Total Scope 1 & 2 (tonnes CO2)(b)
Total energy (MWh)
Upstream and downstream of
Unilever operations (scope 3)
18,843
48,490
67,333
462,670
20,052
100,924
120,976
499,446
Total scope 3 (tonnes CO2e)
58,558,031
59,250,469
Top 3 scope 3 by emission source:
Consumer use (tonnes CO2e)(e)
Ingredients and packaging use
(tonnes CO2e)(f)
Distribution and retail use
(tonnes CO2e)(g)
39,730,116
39,895,946
14,448,186
14,985,897
Total Scope 1 emissions (tonnes CO2e)
Total Scope 2 emissions (tonnes CO2e)(b)
(a) Fleet and associated diesel use excluded. Transportation is operated by a
third party and accounted for under Scope 3.
(b) Carbon emission factors for grid electricity calculated according to the ‘market-
based method’
For further information on energy efficiency measures taken to reduce our carbon
emissions, please see page 19.
Further climate change disclosures
This Annual Report and Accounts contains additional disclosures on our
climate change risks and opportunities:
• Governance: page 40
• Strategy: pages 19 and 40 to 42
• Risk management: pages 40 to 42
•
Metrics and targets: pages 22 and 42
4,379,729
4,368,626
Our website contains disclosures on our greenhouse gas targets.
www.unilever.com/sustainable-living/our-sustainable-living- report-hub
Our CDP Climate submission contains extensive disclosure on our climate
risks, opportunities, impacts and mitigating actions.
www.unilever.com/sustainable-living/our-approach-to-reporting/cdp-index
(a) For Scope 1 and 2 we report our CO2 emissions only but not other GHG emissions as
these are considered to be not material. For Scope 3 we report our GHG emissions
(eg 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).
(c)
(b) Carbon emission factors for grid electricity calculated according to the ‘market-
based method’ are supplier-specific emissions factors reflecting contractual
arrangements with electricity suppliers. Where supplier-specific emissions factors
are not available, carbon emissions factors reflect the country where each
operation is located and are provided by the International Energy Agency (IEA).
For manufacturing we have selected an intensity ratio based on production. This
aligns with our long-standing reporting of manufacturing performance.
Emissions from the combustion of biogenic fuels (biomass, fuel crops etc)
within our operations are reported separately to other Scope 1 and 2 emissions,
as recommended by the GHG Protocol, and excluded from our intensity ratio
calculation. The data also excludes Scope 3 emissions (including consumer use of
our products) which we report as part of our Unilever Sustainable Living Plan.
(d) Includes operations, distribution facilities, research laboratories, marketing and
(e)
sales offices (excludes warehouses and administration offices).
We measure the full GHG footprint of our product portfolio and annual sales
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 lifecycle inventory data. We measure a
representative sample of products across 14 countries which account for around
60-70% of our annual sales volume.
43
Strategic ReportUnilever Annual Report and Accounts 2019
Our risks continued
In focus: Plastic packaging
Changing consumer preferences
As a packaged goods company, we are a significant user of plastic
packaging for our products. We believe that plastic has a place in the
economy but not in the environment. We want to help build a circular
economy in which we not only use less plastic, but also ensure the plastic
we do use can be reused, recycled or composted.
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. We hope that this will raise the standard of
reporting on plastic packaging across the industry.
Governance
The Boards take overall accountability for the management of all risks
and opportunities, including plastic packaging (see page 33). Our
Chief Executive 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 ULE meet
monthly to discuss key strategic matters, including plastic packaging. In
July, the ULE reviewed the key issues on plastics, renewed our commitment
to our existing goals and fully endorsed our new 2025 plastic targets.
The Sustainable Packaging Committee steers our strategy and targets
on sustainable packaging by understanding stakeholder concerns and
bringing in new technologies and partnerships. The Committee meets
four times a year, is chaired by our Chief R&D Officer, 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 targets is a key part of our governance.
For management employees – up to and including the ULE – incentives include
fixed pay, a bonus as a percentage of fixed pay and 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
and next year will include consideration of progress against one of our plastic
targets to increase the recycled plastic content in our packaging. See pages
60 to 77 for more on MCIP including the role of the Board’s Remuneration
Committee and Corporate Responsibility Committee in determining the MCIP
award each year.
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 36. 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 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.
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 Kantar/GfK found that
plastic waste is the second biggest concern globally among consumers,
behind climate change. The survey also found it was a top concern among
consumers in Eastern Europe and Asia and second in Western Europe.
More recycling on its own will not solve the issue of plastic packaging in
the environment. It is therefore imperative to address plastic waste at the
source. There is a risk that some consumers will stop buying our products
if we do not find ways to reduce our use of plastic packaging and increase
the amount that is recyclable or reusable. Equally, for companies that
are proactive, there is a significant opportunity to attract consumers who
want to buy consumer goods products in packaging solutions which use
less virgin plastic and are recyclable or reusable.
Our strategy to pre-empt changing consumer preferences is organised
around our 'less, better, no plastic' framework.
Less plastic
We know consumers expect us, first and foremost, to reduce our reliance on
plastic packaging. That’s why we committed to reducing our use of virgin
plastic in our packaging by 50% by 2025, 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, helping keep plastic in the
economy and out of the environment by giving plastic a value to ensure it
can be collected and processed (see also ‘collecting plastic’ below).
As part of this commitment we aim to avoid unintended consequences
when we introduce alternative materials, ensuring limited impact on
the environment, including on GHG emissions. We apply a lifecycle
assessment approach to inform decisions when shifting to alternative
materials in our reuse models.
We are exploring new ways of packaging and delivering products -
including concentrates, such as our new Cif Eco-refill which eliminates
75% of plastic, and new refill stations for shampoo and laundry detergent
rolled out across shops, universities and mobile vending in South East
Asia. See page 14 to 15 and 19 for more examples of brands that are
reducing plastic. Our reduction commitment also encompasses sachets.
We are investing in alternative solutions to plastic sachets including
paper-based alternatives and refills, such as our Philippines Hair Refillery
and our Love Beauty and Planet Refillery in Vietnam.
Better plastic
Our original 2017 target to ensure 100% of our packaging is reusable,
recyclable, compostable plastic by 2025, as well as our recycled plastic
commitment, both remain a very important part of our approach to ‘better
plastic’ and we are already making progress on this commitment across
our Divisions and brands.
Our use of recycled plastic has increased significantly in the last year as we
have stepped up our purchasing of recycled plastic – and we expect this
to increase in the coming years. Dove, for instance has recently committed
to launch new 100% recycled plastic bottles where technically feasible, in
North America and Europe by the end of 2019, across all ranges (Dove, Dove
Men+Care, and Baby Dove). It is also exploring alternative materials and
new packaging formats.
Better plastic has led to pioneering innovations such as the new
detectable pigment being used by Axe (Lynx) and TRESemmé , which
makes black plastic recyclable in most markets, as it can now be seen and
sorted by recycling plant scanners. In 2018 we announced a partnership
with start-up company Ioniqa and the largest global producer of PET resin
Indorama Ventures to pioneer a new technology which converts PET waste
back into virgin grade material for use in food packaging.
44
Unilever Annual Report and Accounts 2019 No plastic
Human rights risks
We are experimenting with new formats that use alternative materials or
have no packaging at all. We have already brought to the market innovations
including shampoo bars, refillable toothpaste tablets, cardboard deodorant
sticks and bamboo toothbrushes. Our partnership with TerraCycle on
the Loop platform is exploring new models of delivering and collecting
reusable products from consumers’ homes. Premium skincare brand REN
Clean Skincare, Hellmann’s, Love Beauty and Planet, Love Home and Planet
and Seventh Generation are trialling new reusable packaging made from
aluminium and glass. Dove, Rexona and AXE will also test a premium,
refillable deodorant stick called minim™ made from stainless steel.
Policy and regulatory risks
There is a growing focus from governments on plastic and the potential for
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. This incorporates the Single-Use Plastics Directive
which includes measures to reduce consumption of food containers and
beverage cups made of plastic and specific marking and labelling of certain
products. The actions described under ‘market risks and opportunities’ are
in part a mitigation strategy to pre-empt plastic restrictions and regulation.
Policy developments in the area of Extended Producer Responsibility
(EPR) are also likely to become more common. We are supportive of EPR
regulations which reflect the unique waste management requirements
of the market. 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. In addition, we support the implementation of comprehensive
waste management legislation to build a more effective and efficient
waste infrastructure.
Improving waste infrastructure
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. Our responsible sourcing policy
contains clear guidance on twelve fundamental principles such as the
protection of workers’ health and safety, employing a permitted workforce
(age/freedom of movement etc) 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
global standards on ‘formalising’ the informal sector and legitimising
waste pickers.
Metrics and targets
We have been measuring and reporting on our manufacturing waste since
1995. Our website contains detailed commentary on our plastic packaging
targets as well as actions we are taking to achieve them.
To date we still lack the complete data set necessary to accurately
measure our actual performance in accordance with our basis of
preparation which outlines our measurement methodology, but are on
track to build the required robust and granular reporting systems during
2020.
For the reporting period July 2018 to June 2019, we have accurate data
for around 70% of our sales volume from products with plastic packaging
and through extrapolation estimate that more than 50% of our plastic
packaging was reusable, recyclable or compostable. In 2019 we estimate
around 5% (35,000 tonnes) of our total plastic footprint was recycled
plastic – a significant increase on our 2018 use of recycled plastic. Our use
of recycled plastic will continue to increase in the coming years as we work
towards our 25% by 2025 goal. We intend to provide an interim update
next year.
Over the last five years Unilever has collaborated with many partners
to collect plastic packaging, including the United Nations Development
Programme, to help segregate, collect and recycle packaging across
India. In addition, we have helped to establish almost 3,000 waste banks
in Indonesia, offering more than 400,000 people the opportunity to recycle
their waste. In Brazil, we have a long-running partnership with retailer
Grupo Pão de Açúcar to help collect waste through drop-off stations.
Further waste and packaging disclosures
This Annual Report and Accounts contains additional disclosures on our
plastic packaging risks and opportunities:
• Governance: page 44
• Strategy: pages 19 and 44 to 45
• Risk management: pages 44 to 45
• Metrics and targets: pages 22 and 45
Our website contains disclosures on our waste and packaging targets.
www.unilever.com/sustainable-living/our-sustainable-living- report-hub
In 2019 we introduced a new target to invest and partner to collect and
process more plastic packaging than we sell by 2025 to mitigate any
potential future regulatory costs associated with EPR. This requires us to
help collect and process around 600,000 tonnes of plastic annually by
2025. We will deliver this commitment by: investing and partnering with
others to improve waste management infrastructure; purchasing and
using recycled plastics in our packaging; and participating in extended
producer responsibility schemes where we directly pay for the collection of
our packaging.
Advocacy to drive systems change
Across all our plastic targets, we need to continue our advocacy,
partnerships and policy approach to drive system-wide change. 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.
45
Strategic ReportUnilever Annual Report and Accounts 2019 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 in our online Sustainable Living Report and Human
Rights Report, as well as policy documents contained on our website.
Non-financial matter and relevant sections
of Annual Report
Annual Report page reference
Environmental matters
Relevant sections of Annual Report & Accounts:
• Tackling climate change
• Rethinking plastic
• Protecting nature through sustainable sourcing
• Pushing for systems change
• In focus: Climate change
• In focus: Plastic packaging
Social and community matters
Relevant sections of Annual Report & Accounts:
• Better health and wellbeing
• Enhancing livelihoods
• Safety and wellbeing
Employee matters
Relevant sections of Annual Report & Accounts:
• The changing world of work
• Reshaping how we work
• Safety and wellbeing
• Evolving our culture
Human rights matters
Relevant sections of Annual Report & Accounts:
• Evolving our culture
• Enhancing livelihoods
Anti-corruption and bribery matters
Relevant section of Annual Report & Accounts:
• Acting with integrity
• Policy: Pages 19 and 40 to 45
• Position and performance: Pages 19, 22 and 42 to 45
• Risk: Page 36
• Impact: Pages 19 and 40 to 45
• Policy: Pages 16 to18
• Position and performance: Pages 16 and 22
• Risk: Page 37
• Impact: Pages 16 to18
• Policy: Pages 16 to 17
• Position and performance: Pages 16 to 17 and 22
• Risk: Page 37
• Impact: Pages 16 to17
• Policy: Pages 16 to 18
• Position and performance: Pages 16 to 18 and 22
• Risk: Pages 37 and 39
• Impact: Pages 16 to 18
• Policy: Page 16
• Position and performance: Page 16
• Risk: Pages 37 and 39
• Impact: Page 16
46
Unilever Annual Report and Accounts 2019 Corporate Governance
Unilever’s structure
Since its formation in 1930, the Unilever Group
has operated as nearly as practicable as a
single economic entity. This is achieved by
special provisions in the Articles of Association
of NV and PLC, together with a series of
agreements between NV and PLC which are
together known as the Foundation Agreements
(described below). These agreements enable
Unilever to achieve unity of management,
operations, shareholders’ rights, purpose and
mission and can be found on our website.
The Equalisation Agreement makes the
economic position of the shareholders of NV
and PLC, as far as possible, the same as if
they held shares in a single company and also
regulates the mutual rights of the shareholders
of NV and PLC. Under this agreement, NV and
PLC must adopt the same financial periods and
accounting policies.
The Deed of Mutual Covenants provides that
NV and PLC and their respective subsidiary
companies shall co-operate in every way for the
purpose of maintaining a common operating
policy. They shall exchange all relevant
information about their respective businesses
– the intention being to create and maintain a
common operating platform for the Unilever
Group throughout the world. This Deed also
contains provisions for the allocation of assets
within the Unilever Group.
Under the Agreement for Mutual Guarantees
of Borrowing between NV and PLC, each
company will, if asked by the other, guarantee
the borrowings of the other and the other’s
subsidiaries. These arrangements are used,
as a matter of financial policy, for certain
significant borrowings. They enable lenders to
rely on our combined financial strength. The
borrowing power of NV is not limited by NV’s
Articles of Association. PLC Directors have the
power to borrow on behalf of PLC up to three
times the PLC proportion of the adjusted capital
and reserves of the Unilever Group, as defined
in PLC’s Articles of Association, without the
approval of shareholders (by way of an ordinary
resolution).
Each NV ordinary share represents the same
underlying economic interest in the Unilever
Group as each PLC ordinary share. However,
NV and PLC remain separate legal entities
with different shareholder constituencies and
separate stock exchange listings. Shareholders
cannot convert or exchange the shares of one
for the shares of the other.
Under the European Takeover Directive as
implemented in the Netherlands and 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. Other than
the Foundation Agreements referred to above
we believe we do not have any such contracts
or arrangements.
Articles of association
NV’s Articles of Association contain, among
other things, the objects clause, which sets out
the scope of activities that NV is authorised
to undertake. They are drafted to give a wide
scope and provide that the primary objectives
are: to carry on business as a holding company,
to manage any companies in which it has an
interest and to operate and carry into effect the
Equalisation Agreement. At the 2010 PLC AGM,
the shareholders agreed that the objects clause
be removed from PLC’s Articles of Association so
that there are no restrictions on its objects.
Allocation of profits
Under NV’s Articles of Association, available
profits after reserves have been provided for
by virtue of law, the Equalisation Agreement or
deemed necessary by the Board, are paid first
at a rate of 6% and 7% per year to 6% and 7%
cumulative preference shareholders respectively
when such shares are issued*. The remaining
profits are paid to ordinary shareholders
in proportion to the nominal value of their
holdings.
Distributable profits of PLC are paid first at the
rate of 5% per year on the paid-up nominal
capital of 31/9p of the ordinary shares, secondly
at a rate of 5% per year on the paid-up nominal
capital of 31/9p of the ordinary shares and
then at the rate of 6% per year on the paid-
up nominal capital of the deferred stock
of £100,000. The surplus is paid by way of a
dividend on the ordinary shares.
Lapse of distributions
The right to cash and the proceeds of share
distributions by NV lapses five and 20 years,
respectively, after the first day the distribution
was obtainable. Unclaimed amounts revert to
NV. Any PLC dividend unclaimed after 12 years
from the date of the declaration of the dividend
reverts to PLC.
Redemption provisions and
capital call
Under Dutch law, NV may only redeem
treasury shares or shares whose terms permit
redemption. Outstanding PLC ordinary shares
and deferred shares cannot be redeemed. NV
and PLC may make capital calls on money
unpaid on shares and not payable on a fixed
date. NV and PLC only issue fully paid shares.
Modification of rights
Modifications to NV’s or PLC’s Articles of
Association must be approved by a general
meeting of shareholders. Any modification of
the NV Articles of Association that prejudices
the rights of 6% or 7% cumulative preference
shareholders* of NV must be approved by
three-quarters of votes cast (excluding treasury
shares) at a meeting of affected holders.
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.
* On 31 December 2019, no 6% or 7% cumulative
preference shares were issued.
Indemnification
The terms of NV Directors’ indemnification are
provided for in NV’s Articles of Association. The
power to indemnify PLC Directors is provided
for in PLC’s 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 2019 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.
The Governance
of Unilever
A comprehensive description of Unilever's
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/
Vice-Chairman, CEO, CFO and other corporate
officers and how our Boards effectively operate
as one board, govern themselves and delegate
their authorities.
The Governance of Unilever also describes
the Foundation Agreements, Directors’
appointment, tenure, induction and training,
Directors’ ability to seek independent advice
at Unilever’s expense and details about Board
and Management Committees (including the
Disclosure Committee).
www.unilever.com/investor-relations/agm-
and-corporate-governance/our-corporate-
governance/
Boards
The Boards of NV and PLC have ultimate
responsibility for the management, general
affairs, direction, culture, performance
and long-term success of our business as a
whole. The Boards are one-tier boards, the
same people are on both Boards and the
responsibility of the Directors is collective, taking
into account their respective roles as Executive
Directors and Non-Executive Directors. 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 Chief Executive Officer (CEO) and the Chief
Financial Officer (CFO). On 1 January 2019, Alan
Jope, was appointed as CEO. He was appointed
as an Executive Director at the 2019 AGMs.
Consequently, between 1 January 2019 and
the AGMs in May 2019 Unilever only had one
Executive Director.
A list of our current Directors can be found on
page 49.
47
Governance ReportUnilever Annual Report and Accounts 2019
Corporate Governance continued
Board committees
The Boards have 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 2019, can be found on pages 54 to 77.
www.unilever.com/investor-relations/agm-
and-corporate-governance/board-and-
management-committees/
Board meetings
A minimum of five face-to-face 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 Boards and their 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. In 2019
the Boards met physically in January, March,
April, July, October and November. Meetings
of the Boards may be held either in London
or in Rotterdam or such other locations as the
Boards think fit, with one or two off-site Board
meetings a year. The Chairman leads the Boards
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 openess and debate.
The Non-Executive Directors usually meet as a
group, without the Executive Directors present,
when there is a face-to-face Board meeting. In
2019 they met five times. The Chairman, or in his
absence the Senior Independent Director/Vice-
Chairman, chairs such meetings.
The table showing the attendance of current
Directors at Board meetings in 2019 can be found
on page 49. If Directors are unable to attend
a Board meeting they have the opportunity
beforehand to discuss any agenda items with the
Chairman. Mary Ma attended three out of four
Board meetings during 2019.
Board evaluation
Each year the Boards formally assess their own
performance, including with respect to their
composition, diversity and how effectively their
members work together, with the aim of helping
to improve the effectiveness of both the Boards
and the Committees. At least once every three
years an independent third party facilitates the
evaluation. As the last external evaluation was
performed in 2017, the Boards agreed to an
external evaluation at the end of 2019 rolling
over into 2020. In November 2019 No. 4, an
independent third-party consultant, facilitated
such evaluation. The evaluation 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
48
of the Boards. The Chairman's statement on
page 4 decribes the key actions agreed by the
Boards following the evalution.
Committees of the Boards evaluate themselves
annually under supervision of their respective
Chairs taking into account the views of
respective Committee members and the Boards.
The key actions agreed by each Committee
in the 2019 evaluations can be found in each
Committee Report.
Board appointment
In seeking to ensure that NV and PLC have the
same Directors, the Articles of Association of NV
and PLC contain provisions which are designed
to ensure that both NV and PLC shareholders are
presented with the same candidates for election
as Directors. Anyone being elected as a Director
of NV must also be elected as a Director of PLC
and vice versa. Therefore, if an individual fails to
be elected to both companies he or she will be
unable to take his or her place on either Board.
The report of the Nominating and Corporate
Governance Committee (NCGC) on pages
58 and 59 describes the work of the NCGC in
Board appointments and recommendations
for re-election. In addition, shareholders are
able to nominate Directors. The procedure for
shareholders to nominate Directors is contained
within the document entitled ‘Appointment
procedure for NV and PLC Directors’ which is
available on our website. To do so they must put
a resolution to both the NV and PLC AGMs in line
with local requirements. Directors are appointed
by shareholders by a simple majority vote at
each AGM.
www.unilever.com/investor-relations/agm-
and-corporate-governance/board-and-
management-committees/
Board induction and training
All new Directors participate in a comprehensive
induction programme when they join the Boards.
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, Unilever’s business,
environmental, social, corporate governance,
regulatory developments and investor relations
matters. For example, in 2019 the Directors
received presentations on M&A strategy,
sustainable packaging, competitive landscape
and cyber security.
Independence and conflicts
It is important that the Non-Executive Directors
can be considered to be independent. Each
year the Boards conduct 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 Netherlands, UK
and US. The Boards currently consider all our Non-
Executive Directors to be independent of Unilever.
We attach special importance to avoiding
conflicts of interest between NV and PLC and
their respective Directors. The Boards ensure 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 Senior Independent Director/
Vice-Chairman and to the other Directors. The
Director in question must provide all relevant
information to the Boards, so that the Boards 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 Boards in respect of any situation
in which he or she has a conflict of interest. The
procedures that Unilever has put in place to deal
with conflicts of interest operate effectively.
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 and in case of the Chairman, from
the senior Independent Director.
Engagement with employees
The Boards assessed various options how to
best organise the engagement with employees.
Considering Unilever's global footprint and
extent of operations, the Boards decided
to share the responsibility for workforce
engagement among all Non-Executive Directors
as a collective point of contact as being the
most effective option. We therefore developed
a number of initiatives and events to ensure
that the Non-Executive Directors can engage
with the workforce and get a sense of employee
sentiment at all levels, including through face-
to-face meetings. To build further on this, we
intend that our Non-Executive Directors will
continue to hold regular face-to-face meetings
with the workforce and we will incorporate
additional engagement sessions alongside
regular Board meetings and Board visits to
Unilever sites. These will include the chance to
meet and hear from cohorts of employees of all
levels and have an open discussion on issues
important to our employees.
In 2019, Non-Executive Directors attended four
face-to-face 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 range of topics
including: expectations for lifelong learning,
the future of work, the USLP, diversity and
inclusion, entrepreneurship, pay points, agility
and employability. The events have been a
success with positive feedback from employees
and Non-Executive Directors that attended.
Our Non-Executive Directors were more visible
to the workforce and it encouraged greater
engagement, sharing of views and feedback
from employees. In addition, through engaging
with a broad range of employees, the Non-
Executive Directors received a new perspective
on the company and our operations. This new
perspective has been taken into consideration
in their decision making, for example when
discussing and agreeing to Unilever’s Future of
Work Framework. We therefore consider that
sharing responsibility for engagement with the
workforce among all Non-Executive Directors is
an effective arrangement.
Unilever Annual Report and Accounts 2019
Overview of Executive & Non-Executive Directors
Nils Andersen Chairman
Previous experience: 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); Worldwide Flight Services (Chairman). Announced to step down from the Boards of BP Plc and Salling Group
A/S in March 2020.
Youngme Moon
Vice-Chairman/Senior
Independent Director
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).
Alan Jope
CEO
Graeme Pitkethly
CFO
Laura Cha
Nationality British Age 55, Male. Appointed
CEO: January 2019. Appointed Director: May
2019. Attended 6/6 planned Board Meetings
and 2/2 ad hoc Board Meetings.
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).
Nationality British Age 53, Male. Appointed
CFO: October 2015. Appointed Director: April
2016. Attended 6/6 planned Board Meetings
and 2/2 ad hoc Board Meetings.
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 Disclosure (Vice
Chair); The 100 Group Main Committee.
Previous experience: Securities and Futures
Commission, Hong Kong (Deputy Chairman);
China Securities Regulatory Commission
(Vice Chairman); China Telecom Corporation
Limited (NED); 12th National People’s
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).
Vittorio Colao
Marijn Dekkers
Judith Hartmann
Andrea Jung
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
(NED); Bocconi University (Executive Board
member); Oxford Martin School (Advisor);
General Atlantic (Senior Advisor).
Previous experience: Bayer AG (CEO);
Thermo Fisher Scientific Inc. (CEO).
Current external appointments: Novalis
LifeSciences LLC (Founder and Chairman);
Quanterix Corporation (Director);
Georgetown University (member Board
of Directors); Foundation for the National
Institutes of Health (Director); Cerevel
Therapeutics (NED); Ginko Bioworks
(Chairman).
Previous experience: 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); Suez (NED).
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).
Susan Kilsby
Strive Masiyiwa
John Rishton
Feike Sijbesma
Previous experience: L’Occitane
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: Diageo
Plc (Senior Independent Director); Fortune
Brands Home & Security Inc (NED); BHP Plc
(NED).
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 (Founder and Group Executive
Chairman); International Advisory Board of
Bank of America (Board member); Stanford
University Advisory Board (Board member);
National Geographic Society (Board
member).
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).
Previous experience: Supervisory Board of
DSM Nederland B.V. (Chairman); Utrecht
University (Supervisory Director); Stichting
Dutch Cancer Institute/Antoni van
Leeuwenhoek Hospital NKI/AVL)
(Supervisory Director).
Current external appointments: Koninklijke
DSM NV (CEO and Chairman of the
Managing Board); De Nederlandsche Bank
NV (Member of the Supervisory Board); High
Level Leadership Forum on Competitiveness
and Carbon Pricing (Chair); Champion of
the Carbon Pricing Leadership Coalition
(Co-Chair); Trustees of the World Economic
Forum (Board member); Climate Leader for
the World Bank Group; Board of the Global
Center on Adaptation (Co-Chair).
Non-Executive Directors
Age
Gender
Nationality
Appointment date
Committee membership*
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
Science, technology and innovation expertise
CSR experience
HR and remuneration in international firms
Attendance at planned Board Meetings
Attendance at ad hoc Board Meetings
Tenure as at 2019 AGMs
Nils
Andersen
Laura
Cha
Vittorio
Colao
Marijn
Dekkers
Judith
Hartmann
Andrea
Jung
Susan
Kilsby
Strive
Masiyiwa
Youngme
Moon
John
Rishton
Feike
Sijbesma
61
70
58
62
50
60
61
59
55
62
Male
Female
Male
Male
Female
Female
Female
Male
Female
Male
60
Male
Danish
Chinese
Italian
Dutch /
American
Austrian
American /
Canadian
American /
British
Zimbabwean American
British
Dutch
April
2015
CC, NCGC
(Chairman)
May
2013
NCGC
July
2015
April
2016
April
2015
CC
(Chairman)
CC, NCGC
AC
May
2018
CC
6/6
2/2
4
5/6
1/2
6
6/6
2/2
4
6/6
2/2
3
6/6
2/2
4
5/6
2/2
1
August
2019
April
2016
AC
2/2
2/2
0
CRC
(Chairman)
6/6
2/2
3
April
2016
CRC
May
2013
November
2014
AC
(Chairman)
CRC, NCGC
6/6
2/2
3
6/6
1/2
6
6/6
1/2
5
*
AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating
and Corporate Governance Committee.
49
Governance ReportUnilever Annual Report and Accounts 2019 Corporate Governance continued
Unilever Leadership Executive (ULE)
The Boards have delegated the operational running of the Unilever
Group to the CEO with the exception of the following matters which are
reserved for the Boards: 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 Boards in relation to the
operational running of the Group and other powers delegated to him by
the Boards. The CEO can delegate any of his powers and discretions, and
he does so delegate to members of the Unilever Leadership Executive
(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 Boards. 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 Boards’ decision-making process, to provide
the Boards 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, President Foods & Refreshment,
President Beauty & Personal Care, President Home Care, President South
Asia and Chair and Managing Director Hindustan Unilever, President
North America, the Chief Research and Development Officer, Chief HR
Officer, Chief Operating Officer, Chief Digital & Marketing Officer, Chief
Legal Officer & Group Secretary and Chief Supply Chain Officer.
For Alan Jope and Graeme Pitkethly see previous page
Conny Braams
Chief Digital &
Marketing Officer
Marc Engel
Chief Supply Chain
Officer
Hanneke Faber
President, Foods &
Refreshment
Nationality Dutch Age 54, 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
(Advisory Board member); Netherlands
Confederation of Industry VNO-NCW
(Vice-Chair); FNLI (Vice-Chair).
Sunny Jain
President, Beauty &
Personal Care
Nationality Canadian Age 44, 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).
Current external appointments:
GS1 (Board member).
Richard Slater
Chief R&D Officer
Nationality Dutch Age 53, 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 Brazil
(Managing Director); Ice Cream Brazil (VP);
Corporate Strategy Group; Birds Eye Wall’s,
Unilever UK (Operations Manager).
Current external appointments:
A. P. Møller Mærsk (Supervisory Board
member).
Nationality Dutch Age 50, 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 Age 60, 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).
Sanjiv Mehta
President, Unilever,
South Asia and Chair
and Managing Director,
Hindustan Unilever
Nationality Indian Age 59, 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 (Vice-President);
Breach Candy Hospital Trust (Member);
South Asia Advisory Board of Harvard
Business School (Member); Xynteo's 'India
2022' (Chair); Advisory Network to the
High Level Panel for a Sustainable Ocean
Economy (Co-Chair).
Ritva Sotamaa
Chief Legal Officer &
Group Secretary
Leena Nair
Chief HR Officer
Nitin Paranjpe
Chief Operating Officer
Nationality Indian Age 50, Female
Appointed to ULE March 2016
Joined Unilever 1992
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)
Nationality Indian Age 56, Male
Appointed to ULE October 2013
Joined Unilever 1987
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.
Peter Ter Kulve
President, Home Care
Nationality British Age 42, Male
Appointed to ULE April 2019
Joined Unilever 2019
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).
Nationality Finnish Age 56, Female
Appointed to ULE February 2013
Joined Unilever 2013
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).
Nationality Dutch Age 55, Male
Appointed to ULE May 2019
Joined Unilever 1988
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.
50
Unilever Annual Report and Accounts 2019 Our shares
NV shares
Share capital
NV’s issued share capital on 31 December
2019 was made up of:
•
€233,714,369 split into 1,460,714,804*
ordinary shares of €0.16 each; and each
carrying one vote, representing 99.56% of
the issued share capital; and
€1,028,568 split into 2,400 special ordinary
shares numbered 1 – 2,400 known as special
ordinary shares and carrying a total of
6,428,550 votes, representing 0.44% of the
issued share capital.
•
* As at 31 December 2019 8,027,879 ordinary shares
were held to satisfy obligations under employee
compensation programmes. These shares and the
special shares are not voted on.
Listings
NV has ordinary shares (UNA) listed on
Euronext Amsterdam and, as US New York
Registry Shares* (UN) on the New York Stock
Exchange.
* One New York Registry Share represents one NV
ordinary share with a nominal value of €0.16.
Share issues and purchase of shares
At the NV AGM held on 1 May 2019 the Board
of NV was designated as the corporate body
authorised to:
•
resolve to issue new shares up to a
maximum of one-third of NV’s issued share
capital;
disapply pre-emption rights up to 5%
of NV’s issued share capital for general
corporate purposes and an additional 5% in
connection with an acquisition or specified
capital investment; and
purchase ordinary shares with a maximum
of 10% of the issued share capital.
•
•
These authorities expire on the earlier of the
conclusion of NV's 2020 AGM and 30 June 2020.
Renewal of these authorities is sought each year.
During 2019 companies within the Unilever
Group purchased 1,787,000 NV ordinary shares
and 891,000 New York Registry Shares, together
representing 0.18% of the issued ordinary share
capital, for €143 million. These purchases were
made to facilitate grants made in connection with
Unilever’s employee compensation programmes.
For further details see note 4C to the consolidated
accounts on page 103.
Following a public offer and a subsequent
squeeze out procedure in 2018, the 6% and 7%
cumulative preference shares were cancelled on 6
February 2019.
On 27 June 2019, NV cancelled 170,000,000
ordinary shares (at the time still issued as
depository receipts, see further explanation
below). On 27 November 2019 another
84,012,896 ordinary shares were cancelled as
a result of which 1,460,714,804 ordinary shares
remained in issue.
NV special ordinary shares
Listings
To ensure unity of management, the holders
of NV’s special ordinary shares numbered 1 –
2,400 inclusive have rights within NV's Articles of
Association relating to any changes in the rules
of appointing NV Directors. These rules cannot be
changed without the permission of the holders of
these special ordinary shares. The joint holders of
these shares are N.V. Elma and United Holdings
Limited, which are subsidiaries of NV and PLC
respectively. The Boards of N.V. Elma and United
Holdings Limited comprise three Directors of the
Unilever Boards.
NV bearer shares and (bearer) share
certificates
All NV shares are issued in registered form. A
very limited number of shareholders have not
yet handed in their (bearer) share certificates.
As of 1 January 2021 (i) NV will acquire
these certificates by operation of law for no
consideration and (ii) NV will be registered as
shareholder of the relevant shares. Holders of
such certificates can exchange their certificates
for NV shares until 1 January 2026.
•
•
PLC has ordinary shares (ULVR) listed on the
London Stock Exchange and, as American
Depositary Receipts* (UL), on the New York
Stock exchange.
* One American Depository Receipt represents one
PLC ordinary share with a nominal value of 31/9p.
Share issues and purchase of shares
At the 2019 PLC AGM held on 2 May 2019 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
PLC’s issued ordinary share capital);
disapply pre-emption rights up to
approximately 5% of PLC’s 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 just under
10% of PLC’s issued ordinary share capital
and within the limits prescribed in the
resolution.
Trust Office
On 26 June 2019 the meeting of depository
receipt holders resolved to terminate the
depositary receipt structure with effect from
28 June 2019. As a result, holders of depository
receipts automatically received one NV ordinary
share for every depository receipt they owned. In
addition, the trading line of depositary receipts
on Euronext Amsterdam (ISIN NL0000009355)
was terminated and all trading continued in
ordinary shares (ISIN NL0000388619). The ticker
symbol of the ordinary shares was changed to
UNA.
The Trust Office shall 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 ordinary shares.
Thereafter, it is expected that the Trust Office
shall sell the 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
PLC shares
Share capital
These authorities expire on the earlier of the
conclusion of PLC’s 2020 AGM and 30 June 2020.
Renewal of these authorities is sought each
year.
During 2019 companies within the Unilever
Group purchased 995,000 PLC ordinary shares
and 81,000 American Depository Shares,
representing 0.09% of the issued share capital,
for €58 million. These purchases were made
to facilitate grants made in connection with
its employee compensation programmes. For
further details see note 4C to the consolidated
accounts on page 103.
On 10 April 2019, Unilever PLC cancelled
18,660,634 ordinary shares of 31/9p each held
in treasury, representing 1.57% of the issued
share capital, as a result of which 1,168,530,650
ordinary shares remained in issue.
PLC deferred stock
To ensure unity of management, the holders
of PLC’s deferred stock have rights within PLC’s
Articles of Association relating to any changes
in the rules for appointing PLC Directors.
These rules cannot be changed without the
permission of the holders of this deferred stock.
The joint holders of the PLC deferred stock are
N.V. Elma and United Holdings Limited, which
are subsidiaries of NV and PLC respectively. The
Boards of N.V. Elma and United Holdings Limited
comprise three Directors of the Unilever Boards.
PLC’s issued share capital on 31 December
2019 was made up of:
•
£36,354,287 split into 1,168,530,650*
ordinary shares of 31/9p each and each
carrying one vote, representing 99.73% of
the issued share capital; and
£100,000 of deferred stock of £1 each
and carrying a total of 3,214,285 votes,
representing 0.27% of the issued share
capital.
•
* As at 31 December 2019 4,391,130 shares were held
by NV group companies to satisfy obligations under
employee compensation programmes. These shares
and the deferred stock are not voted on.
51
Governance ReportUnilever Annual Report and Accounts 2019
Shareholders of PLC may propose resolutions
if they individually or together hold shares
representing at least 5% of the total voting rights
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 2020 AGMs can be found
within the NV and PLC AGM Notices which will be
published in March 2020.
Required majorities
Resolutions are usually adopted at NV and PLC
General Meetings by an absolute majority of
votes cast, unless there are other requirements
under the applicable laws or NV’s or PLC’s
Articles of Association. For example, there are
special requirements for resolutions relating to
the alteration of the Articles of Association, the
liquidation of NV or PLC and the alteration of the
Equalisation Agreement.
A proposal to alter the Articles of Association
of NV can only be made by the NV Board. 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 PLC’s Articles of
Association, PLC’s Articles of Association may be
amended by a special resolution. Proposals to
alter the provisions in the Articles of Association
of NV and PLC respectively relating to the unity
of management require the prior approval
of meetings of the holders of the NV special
ordinary shares and the PLC deferred stock. The
Articles of Association of both NV and PLC can
be found on our website.
www.unilever.com/investor-relations/agm-and-
corporate-governance/legal-structure-and-
foundation-agreements/
Right to hold and transfer shares
Unilever’s constitutional documents place
no limitations on the right to hold or transfer
NV and PLC ordinary shares. There are no
limitations on the right to hold or exercise voting
rights on the ordinary shares of NV and PLC
imposed by Dutch or English law.
Corporate Governance continued
Our shareholders
Significant shareholders of NV
As far as Unilever is aware and based on the
notifications of substantial holdings disclosed
in the AFM register, the only holders of more
than 3% of, or 3% of voting rights attributable
to, NV’s share capital (‘Disclosable Interests’) on
31 December 2019 were BlackRock, Inc. with a
shareholding interest of 4.92% and a voting right
interest of 6.34% and Wellington Management
Group LLP with a voting right interest of 4.03%.
As far as Unilever is aware, no other Disclosable
Interests have been notified between 1 January
2020 and 20 February 2020 (the latest practicable
date for inclusion in this report), other than
Blackrock that notified a shareholding interest
of 4.93% and a voting right interest of 6.42% as at
19 February 2020. Between 1 January 2017 and
20 February 2020, BlackRock, Wellington, Norges
Bank, The NV Trust Office, NN Group N.V., ASR
Nederland N.V. and Unilever Corporate Holdings
Nederland B.V., have held more than 3% in the
share capital of NV.
The Chair of the Compensation Committee
extensively engaged with and sought feedback
from investors in relation to our Remuneration
Policy.
On an ongoing basis, the Boards are briefed
on investor reactions to the Unilever Group’s
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 Senior Independent Director/
Vice-Chairman (the 'SID'), and the Chairman,
Executive Directors and Chairs of the Committees
are also generally available to answer questions
from the shareholders at the AGMs each year.
More information on shareholder engagement
can be found on page 13.
Significant shareholders of PLC
www.unilever.com/investor-relations/
As far as Unilever is aware, the only holders
of more than 3% of, or 3% of voting rights
attributable to, PLC’s ordinary share capital
(‘Disclosable Interests’) on 31 December 2019,
were BlackRock and the Leverhulme Trust with
a shareholding and voting interest of 6.73% and
4.02% respectively.
As far as Unilever is aware, no new Disclosable
Interests have been notified to PLC between
1 January 2020 and 20 February 2020 (the latest
practicable date for inclusion in this report).
Between 1 January 2017 and 20 February 2020,
(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, PLC’s 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 2019 meetings were held with institutional
shareholders in major cities globally. The Executive
Directors and members of the Investor Relations
team attended industry conferences in London,
Paris, Stockholm, Boston and New York.
We hosted an investor seminar in November
at Englewood Cliffs, our North American
headquarters. Webcast live, the event enabled
investors to engage with the Chairman, CEO,
CFO, COO and other members of senior
management, several of whom were new to
their roles in the year.
General meetings
Both NV and PLC hold an AGM each year. At
the AGMs 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 relevant 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 AGMs and are entitled to
address the meetings.
As questions asked at our AGMs tend to focus on
business related matters, governance and the
remit of our Board Committees, the Chairman,
SID, CEO, CFO and the Chairs of our four
Committees of the Board attend both our AGMs
and the remaining members of the Board attend
at least one AGM.
The 2019 AGMs were held in Rotterdam and
Leatherhead in May and the topics raised by
shareholders included: e-commerce, mergers
& acquisitions, sustainability, Simplification,
remuneration, total shareholder return, Brexit
and data protection.
Shareholders of NV may propose resolutions if
they individually or together hold at least 1% of
NV’s issued capital. Shareholders who together
represent at least 10% of the issued capital of NV
can, under certain circumstances, also requisition
the District Court to allow them to convene an
Extraordinary General Meeting to deal with
specific resolutions.
52
Unilever Annual Report and Accounts 2019
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 Netherlands, the
UK and the US and in this section we report on
our compliance against these.
The Netherlands
In 2019, NV complied with almost all the
principles and best practice provisions of
the Dutch Code, with the exception of Dutch
Code Provision 4.1.8 and 3.2.3. The Dutch Code
is available on the Monitoring Committee
Corporate Governance Code’s website.
Best Practice Provision 4.1.8
This provision requires all Directors to attend the
NV AGM. In the General Meetings section on the
previous page, our approach towards director
attendance at the AGM is noted.
Best Practice Provision 3.2.3
The Dutch Code provides that in case of
dismissal, the remuneration of an Executive
Director should not exceed one year’s salary.
It is our policy to set the level of severance
payments for Executive Directors at no more
than one year’s salary, unless the Boards, on
the recommendation of the Compensation
Committee, find this manifestly unreasonable
given circumstances or unless otherwise dictated
by applicable law.
In addition to an explanation of non-compliance,
as set out above, the Dutch Code also requires
the Board to confirm, and the Board hereby
confirms that:
•
this Annual Report and Accounts provides
sufficient insights into any failings in the
effectiveness of the internal risk management
and control systems;
the systems mentioned above provide
reasonable assurance that the financial
reporting does not contain any material
inaccuracies;
based on the current state of affairs, it
is justified that the financial reporting is
prepared on a going concern basis; and
this Annual Report and Accounts states those
material risks and uncertainties that are
relevant to the expectation of NV’s continuity for
the period of 12 months after the preparation of
this Annual Report and Accounts.
•
•
•
The statements in this section are not statements
in accordance with the requirements of Section 404
of the US Sarbanes-Oxley Act of 2002. Furthermore,
NV is required to make a statement concerning
corporate governance as referred to in article 2a
of the decree on the content of the management
report (Besluit inhoud bestuursverslag) (the
Decree). The information required to be included in
this corporate governance statement as described
in articles 3, 3a and 3b of the Decree can be found
on our website.
www.commissiecorporategovernance.nl
www.unilever.com/corporategovernance
The United Kingdom
In 2019, 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, 9 and 47 to 48, (ii)
Division of Responsibilities: pages 48 and 54 to
62, (iii) Composition, Succession and Evaluation:
pages 4, 48 and 58 to 59, (iv) Audit, Risk and
Internal Control: pages 33 to 45, 54 to 55 and
78; and (v) Remuneration: pages 60 to 77. The
UK Code is available on the Financial Reporting
Council’s (FRC) website.
Risk Management and Control: Our approach
to risk management and systems of internal
control is in line with the recommendations in
the FRC’s revised guidance ‘Risk management,
internal control and related financial and
business reporting’ (the Risk Guidance). It is
Unilever’s practice to review acquired companies’
governance procedures and to align them to the
Unilever Group’s governance procedures as soon
as is practicable.
Greenhouse Gas (GHG) Emissions: Information on
GHG emissions can be found on page 43.
Employee Involvement and Communication:
Unilever’s 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 48.
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 retrain and
support employees who become disabled while
working within the Group.
www.frc.org.uk/
www.unilever.com/sustainable-living/values-and-
values/
The United States
Both NV and PLC are listed on the New York Stock
Exchange (NYSE). As such, both companies 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, the
UK Code and the Dutch 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. Furthermore, Dutch law and NV’s
Articles of Association require shareholder
approval of equity-compensation plans only if
the Executive Directors are able to participate
in such plans. Under Dutch law, shareholder
approval is not required for material revisions to
equity-compensation plans unless the Executive
Directors participate in a plan and the plan does
not contain its own procedure for revisions.
Attention is drawn to the Report of the Audit
Committee on pages 54 to 55. 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.
www.nyse.com/index
www.sec.gov
All senior executives and senior financial officers
have declared their understanding of and
compliance with Unilever’s 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 2019 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 Boards, the CEO and the CFO
concluded that the design and operation of
the Unilever Group’s disclosure controls and
procedures, including those defined in the United
States Securities Exchange Act of 1934 – Rule 13a
– 15(e), as at 31 December 2019 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 ‘Management’s Report on
Internal Control over Financial Reporting’ on
page 171.
www.unilever.com/investor-relations/agm-
and-corporate-governance/our-corporate-
governance/
53
Governance ReportUnilever Annual Report and Accounts 2019
Report of the Audit Committee
Committee members
and attendance
•
•
performance of the internal audit function;
and
approval of the Unilever Leadership Executive
(ULE) expense policy and the review of
Executive Director expenses.
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.
Attendance
John Rishton Chair
Judith Hartmann
Susan Kilsby (member since
1 August 2019)
Nils Andersen (member
until 13 November 2019)
7/7
7/7
2/2
6/6
This table shows the membership of the
Committee together with their attendance at
meetings during 2019. If Directors are unable
to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with the
Committee Chair. 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 Committee’s
financial expert. The Boards have satisfied
themselves that the members of the Audit
Committee are competent in financial matters
and have recent and relevant experience. Other
attendees at Committee meetings (or part
thereof) 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 any
issues in more detail.
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. The
Committee’s responsibilities include, but are not
limited to, the following matters:
•
oversight of the integrity of Unilever’s
financial statements;
review of Unilever’s quarterly 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 Boards
of the nomination of the external auditors for
shareholder approval; and approval of their
fees, refer to note 25 on page 141;
•
•
•
•
54
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 2019, sessions were held with Unilever
Management on cyber security, which included
an overview of what is happening externally
and the 'anatomy' of a cyber security attack,
and on the acquisition process. In addition,
John Rishton visited the Brazilian MCO in São
Paulo, where developments in the local business
environment and tax-related matters were
reviewed and discussed in detail. Also, Susan
Kilsby, who joined the Committee on 1 August
2019, completed her induction programme.
How the Committee has
discharged its responsibilities
During the year, the Committee’s 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 half-year
and full-year results, the external auditors’
reports. It also reviewed this Annual Report
and Accounts and the Annual Report on Form
20-F 2019. These reviews incorporated the
accounting policies and significant judgements
and estimates underpinning the financial
statements as disclosed within note 1 on pages
91 to 93. 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 132
and 133;
direct tax provisions, refer to note 6 on
pages 105 to 107; and
revenue recognition – including discounts and
incentives.
•
•
These matters are also highlighted by our
external auditors as being important in their
audit. In addition the Committee reviewed the
adoption of IFRS 16, refer to note 1 on pages 91
to 93 and note 24 on pages 138 to 141.
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 79 to 86.
The Committee specifically discussed with the
external auditor as to how management's
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
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 either our attention or their attention
to suggest any material misstatement related
to suspected or actual fraud relating to
management override of controls.
•
•
At the request of the Boards 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 Boards 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 2019 was fair,
balanced and understandable and whether
it provided the necessary information for
shareholders to assess the Group’s position
and performance, business model and
strategy. The Committee was satisfied
that, taken as a whole, the Unilever Annual
Report and Accounts 2019 is fair, balanced
and understandable.
During the year the UK (FRC), Dutch (AFM) and
US (SEC) regulators reviewed either part or all of
the Unilever Annual Report and Accounts 2018
and asked the business to respond to a number
of technical disclosure questions. Unilever
has responded fully to each regulator. The
Committee reviewed both the letters from the
regulators and Unilever’s responses. As a result
of the letters and subsequent discussions with
the regulators we have clarified and enhanced
some disclosures in this Annual Report and
Accounts. All the enquiries have been closed
apart from one which was received by the
business in early January 2020 from the AFM. A
response has been submitted and discussions
have taken place, but we are awaiting a final
response to formally close the enquiry.
Risk management and internal
control arrangements
The Committee reviewed Unilever’s 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;
Unilever Annual Report and Accounts 2019 •
•
•
•
•
•
reports from senior management on those
2019 corporate risks for which the Audit
Committee had oversight: treasury, tax and
pensions, information security, legal and
regulatory compliance and supply chain
flexibility;
the proposed 2020 corporate risks identified
by the ULE;
the Controller’s 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;
control deficiencies identified through
controls testing activities together with action
plans to address underlying causes;
management’s improvements to
reporting through further automation and
centralisation; and
the annual financial plan and Unilever’s
dividend policy and dividend proposals.
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
2019 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
improvement is ensuring that the documentation
which describes how controls are being operated
is at a sufficient level of detail.
During 2019 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 audit’s plan
for the year which is focused on Unilever's
corporate risks, and agreed its budget and
resource requirements. It reviewed interim and
year-end summary reports and management’s
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 2019 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 Chief
Auditor visits to various business units.
Audit of the annual accounts
KPMG, Unilever’s 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 management’s
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 Group’s auditors since
2014 and shareholders approved their re-
appointment as the Group’s external auditors at
the 2019 AGMs. On the recommendation of the
Committee, the Directors will be proposing the re-
appointment of KPMG at the AGMs in April 2020.
Under current Dutch legislation, Unilever must
change its external auditors after a maximum 10-
year appointment i.e. for the 2024 financial year
end. At present, we are satisfied with the quality
of our audit and hence have no plans to retender
the external auditor appointment earlier.
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. Both the KPMG partners with overall
responsibility for the audit of NV and PLC were
new in role in 2019. The NV audit partner went
through an extensive induction programme at
the end of last year and the PLC audit partner
has been part of the audit team for a number
of years. Unfortunately due to a last minute
personal circumstance, the partner responsible
for the Unilever NV audit throughout the year
was unable to complete the finalisation of the
audit. Therefore another NV audit partner, who
has already been part of the audit team for a
number of years signed the audit opinion. 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. In addition, the Committee
meet with members of the KPMG external audit
teams at both the Group and component level
during country site visits. Furthermore the Board
met with the Chairman of KPMG International to
understand how they were driving improvements
in the quality of their audits across the globe.
The Committee also reviewed the statutory audit,
audit related and non-audit related services
provided by KPMG and compliance with Unilever’s
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;
audit related engagements – services that
involve attestation, assurance or certification
of factual information that may be required
by external parties; and
non-audit related services – work that
our external auditors are best placed to
undertake, which may include:
•
audit and assurance certificates /
statements; and
•
•
• 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 and prohibits several types of
engagements. The policy is aligned with both
European and SEC regulations.
All audit related engagements over €250,000
and non-audit related engagements over
€100,000 required specific advance approval by
the Audit Committee Chairman. The Committee
further approved all engagements below these
levels which have been authorised by the EVP
Financial Control, Risk Management, Pension
& 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 to 2016
the level of non-audit fees has been below 7% of
the annual audit fee. In 2017 and 2018 the level
of non-audit fees has been higher at 41% and
31% respectively due to assurance work relating
to the disposal of our Spreads business and the
Simplification project. In 2019 the level of non-
audit fee is 4%.
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. The last tender for the audit of the Annual
Report and Accounts was performed in 2013.
Evaluation of the Audit
Committee
As part of the internal Board evaluation
carried out in 2019, the Boards evaluated
the performance of the Committee. The
Committee also carried out an assessment
of its own performance in 2019. While overall
the Committee members concluded that
the Committee is performing effectively, the
Committee agreed that to further enhance its
effectiveness it needed to ensure the Committee
members continued to develop their knowledge
of the Group’s operations which would involve
further knowledge sessions and site visits.
John Rishton
Chair of the Audit Committee
Judith Hartmann
Susan Kilsby
55
Governance ReportUnilever Annual Report and Accounts 2019 Report of the Corporate Responsibility Committee
Committee members
and attendance
Strive Masiyiwa Chair
Youngme Moon
Feike Sijbesma
Attendance
4/4
4/4
4/4
This table shows the membership of the
Committee together with their attendance at
meetings during 2019. If Directors are unable
to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with
the Committee Chair. Attendance is expressed
as the number of meetings attended out of the
number eligible to be attended
The Corporate Responsibility Committee
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 Committee’s
meetings. The Chief Legal Officer and Group
Secretary may also join the Committee's
discussions.
Role of the Committee
The Corporate Responsibility Committee
oversees Unilever’s conduct as a responsible
global business. As the Unilever Sustainable
Living Plan (USLP) is at the heart of Unilever’s
vision to grow its business whilst decoupling
its environmental footprint from its growth
and increasing its positive social impact, the
Committee tracks the progress and potential
risks associated with the USLP.
As the Committee is also charged with ensuring
that Unilever’s reputation is protected and
enhanced, consideration of the company’s
influence and impact on stakeholders is central
to the Committee’s duties. A core element
of its role is the need to identify any external
developments that are likely to have an influence
upon Unilever’s standing in society, and to ensure
that appropriate and effective communications
policies are in place to support the company’s
reputation.
The Committee’s discussions are informed by the
experience of the Unilever Leadership Executive
- as those accountable for driving sustainable
growth through Unilever’s brands and operations
- and other senior leaders who are invited to the
Committee to share their views on a variety of
topics and external trends. These discussions
ensure the Committee stays abreast of current
and emerging trends and any potential risks
arising from sustainability issues. This enables the
Boards to draw on a well-rounded view of issues.
During 2019 the Committee reviewed its terms
of reference and approved minor changes to
the terms.
The Committee’s responsibilities are
complemented by those of the Audit Committee,
which 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.
The Committee’s terms of reference are set out at
www.unilever.com/corporategovernance.
Meetings are held quarterly and ad hoc as
required – four were held in 2019. The Committee
Chairman is responsible for reporting the findings
from meetings to the Boards, thus ensuring that
the Boards can fulfil their oversight responsibilities.
Following the Committee’s terms of reference
and Unilever’s principal risks, the Committee’s
agenda covers the Code and third-party
compliance, safety, the USLP, corporate
reputation and litigation. The Committee also
discusses a range of other strategic and current
issues.
How the Committee has
discharged its responsibilities
During the year, the Committee's 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 Unilever’s continued business
success and is identified as an ethical, legal and
regulatory risk to Unilever.
While the Chief Executive Officer is responsible
for implementing these principles, supported
by the Global Code and Policy Committee,
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
Unilever’s values and standards, and hence the
good reputation of the Group.
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 Chief Business Integrity Officer and the Chief
Legal Officer and Group Secretary report to the
Committee on litigation and regulatory matters
which may have a reputational impact including
environmental issues, bribery and corruption
compliance and competition law compliance.
In 2019, the Committee continued to analyse
the adequacy and robustness of Unilever’s anti-
bribery compliance programme to ensure it has
the right controls to prevent, detect and respond
to corruption threats. The Committee reviewed
efforts to assess risk through country risk profiles,
studied trends and insights from investigations
data and was updated on risk-based training
and capacity building.
Principles and standards for third
parties
Extending Unilever’s values to third parties is
essential if Unilever is to generate responsible
growth and a positive social impact on the
industry. In 2019 the Committee continued to
examine third-party compliance as a lack of
compliance can pose a significant risk to the
business, particularly in the context of increasing
regulation around the world (see principal risks,
page 35).
At each meeting, the Committee tracks
compliance with Unilever’s Responsible Sourcing
Policy (RSP) for suppliers and its Responsible
Business Partner Policy (RBPP) for customers
and distributors. Together they set out Unilever’s
requirements that third parties conduct business
with integrity and respect for human rights and
core labour principles.
Sourcing 100% of Unilever’s procurement spend
in line with the RSP is also a target within the
USLP: 70% of procurement spend was through
suppliers meeting the mandatory requirements
of the RSP in 2019.
These third-party policies support Unilever in
evaluating risk and designing appropriate
programmes to cover the diversity of market
conditions and third parties it works with. For
example, in 2019 Unilever began preparation
for a new approach - 'RSP before Purchase
Order' - which means that suppliers of products
or services must be compliant with the RSP
before a buyer can raise a purchase order.
While as a principle Unilever seeks to work with
its third parties to remediate and improve any
poor practices identified through screening or
auditing, those who are unwilling or unable
to comply with the RSP or RBPP are subject to
delisting.
Harmonisation of the RSP and RBBP to bring
greater efficiencies continued during the year,
driven by close collaboration across the Supply
Chain, Customer Development and Business
Integrity functions.
Safety
Sustainable growth is only achieved if Unilever
grows responsibly. That means protecting the
health and wellbeing of employees and the
people and communities in which it operates
and providing safe, high quality products. These
issues are included within Unilever's principal
risks (see page 35).
Training programmes emphasise that safety is the
personal and everyday responsibility of all those
working at Unilever, from leadership to factory
floor to third-party contractors. Safety is driven
through clear standards and best practice via
Unilever’s World Class Manufacturing Programme
and company-wide communications.
Although Unilever believes every incident can
and must be prevented, between 1 October
2018 and 30 September 2019, sadly there
were four fatalities at work in Latin America:
two employees and two contractors. Two
happened in factories and two on the road.
Unilever has scrutinised the causes of these
deaths and is reinforcing the lessons learned
in-house and with the third parties it employs,
including enhanced monitoring of contractor
performance (see page 17).
56
Unilever Annual Report and Accounts 2019 Reducing Unilever’s Total Recordable Frequency
Rate (TRFR) for accidents is a target within the
USLP. TRFR was up from 0.69 in 2018 to 0.76
accidents per million hours worked in 2019
(measured 1 October 2018 to 30 September
2019). 2019 TRFR includes for the first time all
acquisitions which operate as decentralised
business units, as there are now processes in
place to collect the data. After a spike in the first
six months, when injury rates went up partly due
to the inclusion of decentralised business units,
the following six months showed substantial
incident rate reduction, in line with the year-on-
year declining trend.
Product safety
High quality products that are safe to use are
the foundation of Unilever’s business. Unilever’s
approach to product safety is based on risk
identification and mitigation. Its approach
encompasses all aspects of the value chain –
from development, sourcing, manufacture and
transport to consumer use and disposal of the
product. This approach turns on the application
of rigorous standards based on sound science
and the principle of Safe by Design and Safe in
Execution.
Unilever has put in place a number of
programmes to drive up quality. Examples
include its C4G programme for suppliers which
reduces quality non-conformance on in-bound
supply to Unilever manufacturing sites and
new rules that support rapid innovation and
risk management. In 2019, total marketplace
incidents originating in Unilever’s supply
chain reduced by 34% compared to 2018 and
the number of supplier incidents (detected
via incoming raw material and packaging
checks) reduced by 45%. Greater use of digital
capabilities is also improving efficiency and
responsiveness, for example by using its Digital
Voice of the Consumer application, Unilever is
able to quickly collate and analyse consumer
feedback to improve product quality more
rapidly.
Sustainability
Across the year, the Committee discussed the
evolution of Unilever’s thinking on sustainability
as part of its integrated business strategy.
Unilever is building on the learning from the
USLP to shape new ambitions that tackle today’s
urgent environmental and social issues such
as climate change and inequality. The Group’s
industry-leading announcement on plastic
packaging (see below) illustrates how it is
approaching this task and challenging itself to
set far-reaching goals.
The Committee supported Unilever’s thinking,
advising that a distinctive corporate agenda
is key to delivering sustainable growth and
ensuring Unilever remains a sustainability leader.
Plastic packaging
Concern about packaging waste continues to
grow, particularly single-use plastic packaging.
In 2019 it remained high on the public agenda
across the world. Unilever continued to flag it a
principal risk, recognising that its prominence
had increased since 2018 (see page 36).
In the spring, the Committee studied Unilever’s
existing plastic packaging initiatives, noting
that while these were ambitious when first set,
the business needs to go further and faster.
The Committee urged Unilever to accelerate its
actions and demonstrate industry leadership.
In October 2019, Unilever made two further,
ambitious commitments to reduce its plastic
waste and help create a circular economy for
plastics by 2025. The first is to halve its use of
virgin plastic by reducing its absolute use of
plastic packaging by more than 100,000 tonnes
and accelerating its use of recycled plastic. This
commitment makes Unilever the first major
global consumer goods company to commit
to an absolute plastics reduction across its
portfolio. The second is to help collect and
process more plastic packaging than it sells.
Unilever is making progress towards its existing
USLP targets to ensure all its plastic packaging
is reusable, recyclable or compostable by 2025,
and to use at least 25% recycled plastic in its
packaging, also by 2025, (see page 44).
Reviewing the new commitments, the
Committee commended Unilever on the level of
ambition and the lead it had taken in tackling
this important issue.
MCIP
Unilever’s Reward Framework includes the
Management Co-investment Plan (MCIP),
a long-term incentive plan that is linked to
financial and USLP performance (see page 62).
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 a two-fold assessment that captures
quantitative and qualitative elements. Firstly, it
considers the 2018 performance on USLP targets
reported in Unilever’s online Sustainable Living
Report, 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, supply
chain and ethics (see Principal risks on pages
35 to 39). The second part of the assessment
takes into account Unilever’s 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
Committee’s overall recommendation on MCIP
(see page 65).
Evaluation of the Corporate
Responsibility Committee
As part of the internal Board evaluation
carried out in 2019, the Boards evaluated the
performance of the Committee. The Committee
also carried out an assessment of its own
performance in 2019 and concluded that it was
operating effectively.
In 2020, the Committee will invite members of
the USLP Advisory Council to join some of its
discussions. The Advisory Council comprises
seven external experts from fields as diverse
as human rights, behavioural science and the
environment. The joint meeting will allow the
Committee to hear at first hand how Unilever’s
strategies and ambitions are perceived by key
stakeholder groups. The full Board will also meet
the Advisory Council to share perspectives and
insights.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Youngme Moon
Feike Sijbesma
Further details on the USLP will be set out in
Unilever’s online Sustainable Living Report 2019,
to be published in April 2020.
57
Governance ReportUnilever Annual Report and Accounts 2019 Report of the Nominating and Corporate
Governance Committee
2019 appointments: In May 2019 the AGMs
resolved to appoint Susan Kilsby as a Non-
Executive Director with effect as from 1 August
2019 following the recommendation by the
Committee to the Board. She has further
strengthened the Boards in the areas of finance
and M&A. The Boards engaged MWM Consulting
as external search consultant. MWM does not
have other connections with the company or
individual directors.
At the same AGMs in May 2019, Alan Jope was
appointed as Executive Director, after becoming
the CEO as per 1 January 2019.
2019 other Board changes: Sadly, on 31 August
2019 Mary Ma unexpectedly passed away. Mary
was a highly committed and capable Director
and put her expertise and experience at the
service of Unilever. Mary will be greatly missed.
Her succession will be addressed as part of the
Board's succession planning process described
above.
Unilever Leadership Executive (ULE) succession
planning and appointment: In consultation with
the Committee, the Boards review the adequacy
of succession planning processes and the actual
succession planning at ULE level. In 2019 the
Boards were consulted by the Chief Executive
Officer upon the selection criteria (variety
of nationality, race, gender, ethnicity, social
background and relevant skills and expertise)
and appointment procedures for senior
management changes.
Diversity Policy
Unilever has long understood the importance
of diversity and inclusion within our workforce
because of the wide range of consumers we
connect with globally. This goes right through
our organisation, starting with the Boards.
Unilever’s Board Diversity Policy, which is
reviewed by the Committee each year, is
reflected on our website at
www.unilever.com/boardsofunilever. The Boards
feel that, while gender, social background and
ethnicity are an important part of diversity,
Unilever Directors will continue to be selected
on the basis of their wide-ranging experience,
backgrounds, skills, knowledge and insight.
In 2019 the Committee also reviewed and
considered relevant recommendations on
diversity and remains pleased that 45% of our
Non-Executive Directors are women and that
there are nine nationalities represented on
the Boards. Further details on our approach
to diversity and inclusion as well as gender
balance of our workforce can be found on pages
16 and 17.
Committee members
and attendance
Attendance
Nils Andersen (Chair since
13 November 2019)
Laura Cha
Marijn Dekkers (Chair until
13 November 2019)
Feike Sijbesma
1/1
3/4
4/4
4/4
This table shows the membership of the
Committee together with their attendance at
meetings during 2019. If Directors are unable
to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with
the Committee Chair. 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 2019 were the Chief Executive
Officer and the Chief HR Officer.
Role of the Committee
The Nominating and Corporate Governance
Committee is responsible for evaluating the
balance of skills, experience, independence,
diversity and knowledge on the Boards and
for drawing up selection criteria, ongoing
succession planning and appointment
procedures for both internal and external
appointments. It also has oversight of all
matters relating to corporate governance and
brings any issues in this respect to the attention
of the Boards.
The Committee’s 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
1 January 2020.
In 2019 the Committee met four times. At the
start of the year the Committee considered
the results of the Committee’s annual self-
evaluation for 2018 and its priorities for the year
and used these to help create an annual plan
for meetings for 2019.
Appointment and Reappointment
of Directors and ULE
Reappointment: All Directors (unless they
are retiring) are nominated by the Boards
for re-election at the AGMs 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 Chairman’s discussions with each Director
on individual performance, the evaluation of the
Boards 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
58
the Boards 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. The Committee
proposed the reappointment of all Directors and
the Directors were appointed by shareholders by
a simple majority vote at the AGMs.
The Committee also recommends to the Boards
candidates for election as Chairman and Senior
Independent Director/Vice-Chairman. After
being reappointed as Non-Executive Director at
the 2019 AGMs, Youngme Moon remained the
Senior Independent Director/Vice-Chairman.
Committee Chairs remained in place 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
Marijn Dekkers as Chair of the Nominating and
Corporate Governance Committee.
Marijn Dekkers decided to stand down as
Chairman of the Boards on 12 November 2019.
He continued to be a Non-Executive Director
and a member of the Compensation Committee
and the Nominating and Corporate Governance
Committee. Nils Andersen has been appointed
Chairman of the Boards, succeeding Marijn
Dekkers effective 13 November 2019. Nils
stepped down from the Audit Committee and
became Chair of the Nominating and Corporate
Governance Committee and member of the
Compensation Committee. The Board engaged
Egon Zehnder as external search consultant.
Egon Zehnder does not have other connections
with the company or individual directors.
Succession planning and Board changes: In
consultation with the Committee, the Boards
review 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 Unilever’s Boards 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 Boards
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 Boards
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 Boards is to have a
variety of nationality, race, gender, ethnicity,
social background and relevant skills and
expertise. It is important that the Boards have
sufficient global experience and outlook, and
financial literacy. As discussed later in this
Report, Unilever currently has diverse Boards
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 49, composition and capabilities in line
with our Board profile described above.
Unilever Annual Report and Accounts 2019 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
2019, developments of the Dutch and the
UK Corporate Governance Codes, the EU
Shareholders Rights Directive 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
2019, the Boards evaluated the performance
of the Committee. The Committee also carried
out an assessment of its own composition and
performance in 2019. The Committee members
concluded that the Committee is performing
effectively.
Nils Andersen
Chair of the Nominating and
Corporate Governance Committee
Laura Cha
Marijn Dekkers
Feike Sijbesma
59
Governance ReportUnilever Annual Report and Accounts 2019 Directors' Remuneration Report
Engaging with shareholders
At the beginning of the year I spoke with investors
to hear their views on the implementation of our
remuneration policy, as set out in the DRR 2018,
which was received with high levels of support
at our AGMs. We subsequently undertook
extensive consultation with our investors and
their representative bodies to discuss our
proposals for the pay of our Executive and Non-
Executive Directors (as detailed on page 64), our
approach to the Dutch implementation of the
European Shareholder Rights Directive (SRD),
the adjustments to the targets for our inflight
incentive schemes as set out on page 62 and
target setting for the 2020 incentives.
I was encouraged that shareholders endorse
our approach towards Executive Pay by which
we make changes that are aligned with the
wider workforce and aim to move the CEO
gradually towards the pay level of the market
median benchmark, subject to continued
good performance. Investors also appreciated
our strict approach to target setting and our
alignment between pay and strategy, which
resulted in a change in weightings for the 2020
annual bonus to reflect management’s focus
on delivering growth as a key priority (further
detail on page 64). Investors also expressed a
wide range of preferences for the performance
measures to be used for incentive plans, which
the Committee will review in further detail in the
context of the upcoming remuneration policy
renewal in 2021.
Executive Director Fixed Pay increases
The Committee has approved Fixed Pay increases
of 4% for the CEO and 3% for the CFO, effective
from 1 January 2020. This is in line with the
average increase awarded to the wider Unilever
workforce in 2019 of 3.6%. These increases were
awarded to recognise the strong leadership
of both individuals in 2019, which was Alan
Jope’s first year in the CEO role and a year of
transformation for Unilever generally. We also
wanted to recognise Graeme Pitkethly’s seniority
in his role, coming into his 5th year as CFO.
When our CEO Alan Jope was appointed on
1 January 2019 he was appointed with Fixed
Pay 14% below that of what the Committee
proposed for his predecessor and at the lower
quartile of our remuneration benchmarking
peer group, despite Unilever being one of
the largest companies in this peer group.
This positioning was intentional, given Alan’s
internal promotion on appointment. However,
subject to Alan’s continuing good performance
the Committee will, over time, continue to
review his Fixed Pay positioning and progress
this towards the market median benchmark.
Underlying Operating Margin (UOM) improved
by 50bps to 19.1%, delivered through continued
cost discipline and robust savings programmes.
However, in the fourth quarter price growth
decelerated driven by price reductions in India,
significantly lower inflation in Turkey and
increased promotional spend in Europe. This
resulted in a headwind to our margin delivery
for the year, resulting in a UOM improvement
below our stretching target of 70bps. Strong
Free Cash Flow (FCF) excluding taxes paid on
disposal of €6.3 billion was achieved in the year
driven primarily by underlying profit.
As a result, the final overall outcome for 2019
Annual Bonus was 82% of target. The Committee
reviewed this formulaic outcome against the
quality of results and determined that it was
in line with overall business performance
and consequently made no discretionary
adjustments. Accordingly, the Committee
confirmed a bonus of 82% of target opportunity
for both the CEO Alan Jope (resulting in a bonus
of 123% of Fixed Pay against a target of 150%),
and the CFO Graeme Pitkethly (resulting in
a bonus of 98% of Fixed Pay against a target
of 120%). Both Directors elected to invest the
maximum of 67% of their gross bonus into
Unilever shares through the Management
Co-Investment Plans (MCIP) (meaning they
invested their entire net bonus plus additional
personal funds), to be held for a minimum period
of four years. Further details are on page 64.
Looking ahead a key focus for 2020 is on growth
and in particular delivering ambitious USG
aspirations. As a result the bonus for 2020 has a
higher weighting of 50% on the USG measure, as
disclosed in more detail on page 64.
Outcomes for 2017-2019 GSIP and MCIP
Over the past three years Unilever has delivered
consistent top and bottom line growth with
USG CAGR of 3.0% and margin improvement at
an average of +83 bps per year. Unilever also
generated exceptional cumulative operating
cash flow of €22.2 billion in the same period
and finished 7th out of 19 in our peer group for
total shareholder return (TSR). This ranking is
based on average share prices over December
and so incorporates the impact on Unilever’s
share price of the December 2019 sales update
announcement. This performance against
2017-2019 targets resulted in an outcome for
the Global Share Incentive Plan (GSIP) of 119%.
Having confirmed that this outcome reflected
the underlying performance of the business
over the plan cycle, the Committee confirmed a
vesting ratio of 119% (corresponding to 60% of a
maximum of 200% for the Executive Directors), as
detailed on page 67.
When assessing all incentive outcomes in
the round, the Committee considered the
disappointing sales performance in the second
half of 2019, including the factors behind it and
concluded that the pay outcomes reflected this
appropriately.
In 2017 we extended the performance period
of our MCIP plan from three years to four years.
Consequently, there is no MCIP award vesting at
the end of 2019.
Committee members
and attendance
Vittorio Colao Chair
Nils Andersen (Member as
from 13 November 2019)
Marijn Dekkers
Andrea Jung
Mary Ma (Member until 31
August 2019)
Attendance
5/5
1/1
5/5
4/5
3/4
This table shows the membership of the
Committee together with their attendance at
meetings during 2019. If Directors are unable
to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with
the Committee Chair. 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 Compensation Committee Chair, I am
pleased to present Unilever’s Directors’
Remuneration Report (DRR) 2019. In the sections
below, I set out remuneration outcomes for
2019 and describe the Committee’s activities
in the year.
Business performance and
remuneration
2019 has been another year of continuing
balance of growth, improved profitability and
strong cash generation. This was a solid set of
full year results, although the results on growth
and margin were short of the mid-point targets
set at the start of the year, due to the marked
slowdown in some of Unilever’s high growth
markets.
The Committee has made various technical
adjustments to the way we assess business
performance outcomes for the purpose of
determining incentive awards as described
below. The Committee has carefully assessed
these adjustments, to ensure that they make the
targets set for incentives not materially easier or
more difficult to achieve (see page 62).
Outcomes for 2019 annual bonus
Underlying Sales Growth (USG) in the year was
2.9%, below our par bonus target of 3.3%. This
was the result of various challenges including
the rapid economic slowdown in South Asia
and distributor stock resets and slowing market
conditions in West Africa.
Developed markets declined with a volume
decrease in Europe due to a strong comparator
from hot weather in the previous year. Finally,
while there are early signs of improving
performance in North America, a full recovery
there will take time.
60
Unilever Annual Report and Accounts 2019 CEO and CFO Target Total Pay p.a.
Fixed Pay
Annual Bonus
MCIP* Match share award
Target Total Pay
Personal MCIP* Investment in
Unilever shares
Alan Jope CEO €'000 p.a.
Graeme Pitkethly CFO €'000 p.a.
2019
1,450
2,175
2,186
5,811
67%
1,457
2020
1,508
2,262
2,273
6,043
67%
1,516
2019
1,103
1,323
1,330
3,756
67%
886
2020
1,136
1,363
1,370
3,869
67%
913
CEO and CFO Maximum Total Pay p.a.
Alan Jope CEO €'000 p.a.
Graeme Pitkethly CFO €'000 p.a.
Fixed Pay
Annual Bonus
MCIP* Match share award
2019
1,450
3,263
6,558
2020
1,508
3,393
6,820
Maximum Total Pay
11,271
11,721
Personal MCIP* Investment in
Unilever shares
75% Safeguard Test
('Handbrake')**
67%
2,186
8,816
67%
2,273
9,168
2019
1,103
1,985
3,990
7,078
67%
1,330
5,584
2020
1,136
2,045
4,110
7,291
67%
1,370
5,752
The figures in these tables are calculated pursuant to UK requirements.
* MCIP at maximum (67%) investment of bonus.
**
If the result of combined annual bonus and MCIP performance outcomes exceeds 75% of the maximum total
opportunity (excluding the effect of share price change and dividends on share awards) the Committee will review
the quality and sustainability of underlying performance and may apply its discretion to reduce or cap the MCIP
performance outcome applicable to the Executive Directors.
Engaging with employees
As announced last year the Boards 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. See page 48 for a summary
of the discussions that took place in 2019. I also
communicated to all employees to provide
an update of Unilever’s Executive Directors’
remuneration, highlighting how this aligns with
employees’ remuneration and with our medium
and long-term purpose and strategy.
Implementation report
The annual report on remuneration overleaf
describes the 2019 remuneration as well as the
planned implementation of the remuneration
policy in 2020 and our remuneration decisions
for 2020. Both PLC and NV shareholders will
have an advisory vote on the implementation of
our remuneration policy at the 2020 AGMs.
On behalf of the Committee and the
entire Board, I thank all shareholders and
their representatives for the constructive
engagement in 2019.
Vittorio Colao
Chair of the Compensation Committee
three-year cycle for renewal of the remuneration
policy, as required under UK regulations and
permitted under Dutch regulations and ensures
there is continuous alignment between PLC
and NV shareholder approval in the same year.
I’d like to take this opportunity to provide more
details than previously with reference to the SRD
requirement implemented in the Netherlands to
state how we have taken into account the views
of employees and the level of support in society.
See page 62.
In the forthcoming financial year we will continue
to implement the approved remuneration policy.
We will also continue to embed our executive
remuneration arrangements across our entire
management population worldwide in line with
the New Reward Framework, adopted in 2018
for our Executive Directors. This implementation
has been working successfully and has resulted
in strong levels of participation in MCIP through
which long-term personal commitment through
share ownership drives reward at Unilever. The
Committee will further review progress ahead
of the remuneration policy renewal at the 2021
AGMs to ensure the new policy continues to align
the interests of our wide range of stakeholders
and supports the delivery of the new Compass
(see page 9), including short and long-term
performance and value creation (see 'How we
take into account the views of employees and the
level of support in society' in this letter).
Fees for Non-Executive Director roles
During the year Chairman and Non-Executive
Director fees were reviewed. No Director was
involved in deciding their own pay. Independent
benchmarking shows that some of the roles
are paid below market median rates, despite
Unilever’s scale and complexity significantly
exceeding the median for the peer group. In
addition, the time commitments of certain
roles have increased due to further expansion
of tasks and the constantly evolving regulatory
framework. Following this review an increase
was approved of GBP 25,000 for the Chairman’s
all inclusive fee, and an increase of GBP 3,000
for the members of the Audit Committee and
the Compensation Committee. The basic Non-
Executive Director fee remains unchanged.
Further details can be found on page 71.
Unilever’s remuneration policy
The Netherlands has implemented the SRD with
effect from 2020. Unilever is pleased to see these
new reporting requirements which more closely
align the Dutch regulations with what we already
report under the UK regulations and the UK
Corporate Governance Code. Key provisions of the
SRD were already in place at Unilever including
an annual advisory vote on the implementation
of our remuneration policy for NV shareholders.
Earlier in the year we were pleased to see the high
levels of support we received from investors at our
2019 AGMs: PLC 95.62% and NV 96.92% in favour of
the remuneration report.
During 2019 the Committee assessed our
remuneration policy for compliance to the SRD.
We believe that our policy already complies with
the SRD’s requirements. As such, we will next
put the policy to a vote at both the PLC and NV
AGMs in 2021. This enables us to maintain the
61
Governance ReportUnilever Annual Report and Accounts 2019
Directors' remuneration report continued
How we take into account the views of employees and the level of support in society
Through the Unilever Sustainable Living Plan
(USLP), and our values of integrity, respect,
responsibility and pioneering, Unilever
has already established a strong multi-
stakeholder model and a track record of
taking societal considerations into account
in everything we do. Unilever is committed to
demonstrating that our purpose-led, future-fit
business model drives superior performance,
which protects our consumers, customers,
employees, society, planet and shareholders.
under Section 172 of the UK Companies Act
2006 (see page 12) 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.
Also, in 2019 the Committee followed up with
two sessions on Workforce Pay to understand
the remuneration structures and policies in
place for the broader employee population.
The Committee takes this context, together with
the external climate, into account when making
decisions on executive pay. The Committee was
also pleased to see an uplift in response to the
UniVoice employee engagement survey, which
gives employees the opportunity to provide
feedback and express their views on a variety
of topics, including pay.
In establishing the New Reward Framework,
Unilever took into account feedback on reward
from employees, both through formal surveys
and in focus groups. Having been introduced
to the principles driving the New Reward
Framework, employees consulted said they
felt more aligned with Unilever’s strategy
and the owner’s mentality than with previous
frameworks. Through this exercise we also
learned that more junior employees would
appreciate a softening of the current hard
link between bonus and MCIP to allow them
to invest some of their Fixed Pay into MCIP
rather being able to invest only from bonus.
The Committee will take this feedback into
account for the remuneration policy renewal
at the 2021 AGMs.
measurement, presentation and disclosure
of leases. The standard has no impact on the
cash flows of the Group. However, the standard
requires lease payments to be split between
capital repayments and interest and therefore
impacts various cash flow subtotals. The result
of adopting IFRS 16 has benefited our measure
of FCF as well as Cumulative Operating Cash
flow as defined for the GSIP. As such, the
Committee has reflected the benefit of IFRS 16
in the 2019 Annual Bonus target originally set
for FCF by increasing the target range from €4.2
billion-€6.2 billion to €4.7 billion-€6.7 billion.
The Committee has also reflected the benefit
for the year 2019 in the 2017-2019 GSIP target
for Cumulative Operating Cash flow which has
resulted in an increase in the target range from
€16.5 billion-€21.5 billion to €17.1 billion-€22.1
billion. For the 2018-2020 GSIP this resulted in an
increase in the target range from €19 billion-€24
billion to €20.2 billion-€25.2 billion. In addition,
upon adoption of IFRS 16 the Group recognised
leases on the balance sheet with a right-of-
use asset and related lease liability. This has
resulted in an increase to property, plant and
equipment, and thus invested capital, which
is used to calculate Return on Invested Capital
(ROIC). To reflect the impact of the new accounting
standard, the Committee has adjusted the ROIC
target ranges set for the 2017-2020 and 2018-2021
MCIP to include the dilutive effect of IFRS 16.
These are all formulaic adjustments which fully
reflect the change in accounting standard.
Impact of Horlicks acquisition on
inflight MCIP awards
The Committee set long-term incentive plan
targets assuming there will be a certain level
of M&A each year. However, the acquisition
of the Health Food Drinks portfolio from
GlaxoSmithKline, including the Horlicks and
Boost brands, is significantly larger than the
'bolt-on' M&A investment strategy included in
the original target assumptions. Therefore, the
Fairness in the workplace is a core pillar of the
USLP and incorporates our Framework for Fair
Compensation. As part of our Framework's
living wage element, we are committed to
pay a living wage to all our direct employees.
We are already paying at or above a certified
living wage in most places and are actively
working through the small number of
remaining issues which are in areas with
complex pay arrangements. Further detail
can be found on page 17. The living wage
principle is also endorsed as good practice
in Unilever’s Responsible Sourcing Policy. The
Committee already upholds its obligation
Technical adjustments
Underlying sales growth methodology
During 2019 Unilever updated its definition of
USG to change the way we take into account
hyperinflationary economies.
Previously our definition of USG excluded the
impact of all price growth from countries where
the impact of consumer price inflation rates had
escalated to extreme levels (currently Argentina,
Venezuela and Zimbabwe). After a full year of
hyperinflationary conditions in Argentina, one
of our larger markets, it became clear that these
conditions would persist for some time. As a
result, the definition has been updated so that a
normalised level of price growth will be included
in USG for hyperinflationary countries, which will
be capped at an annual rate that is equivalent
to approximately 2% per month compounded.
This cap is derived from one of the indicators
of hyperinflation cited in IAS 29 and ensures
that any price growth above this level will be
excluded from USG. The new USG definition
better reflects Unilever’s normal pricing actions,
distinct from those taken to respond to
hyperinflationary conditions.
The Committee determined to make the same
change to USG for incentive purposes so that the
incentive outcomes align fully with our reported
results. As a result, the USG target in our 2019
annual bonus was increased from 3.0% to 3.3%.
Prior year numbers have also been restated
as per our announcement in September 2019,
when calculating the multi-year USG growth
in our inflight long-term incentive plans.
IFRS 16 ‘leases’: adjustments to
inflight incentive plans
The Committee has made a formulaic, technical
adjustment to reflect the implementation of
IFRS 16 ‘Leases’. In 2019 the Group adopted
IFRS 16, a new accounting standard which
replaced the existing accounting standard for
leases. The standard changes the recognition,
62
Finally, with the introduction of the
Sustainability Progress Index as a 25%
performance metric in our MCIP in 2017,
we have further strengthened the linkage
between our remuneration policy and
Unilever’s identity, values, mission and
contribution made to society. These
considerations have been integrated further
in our new Unilever Compass: Purpose-Led,
Future-Fit (to be released in 2020). You can find
the remuneration policy at the link below and
more on the Unilever Compass on page 9.
www.unilever.com/remuneration-policy
Committee reviewed the estimated impact of
the Horlicks acquisition across all performance
measures for all inflight long-term incentive
plans to ensure they remain appropriate.
The Horlicks acquisition is expected to have a
positive impact on underlying Earnings per Share
(EPS) growth and a negative impact on ROIC.
The Committee determined to adjust relevant
inflight targets to adjust for the estimated
positive and negative impacts of this acquisition
to ensure that management are not unfairly
penalised or rewarded for this acquisition.
The like-for-like adjustment has the effect of
reducing the ROIC targets and increasing the
EPS targets. The Committee also wanted to
ensure that management are incentivised for
the successful implementation of this acquisition
and therefore determined that adjusting targets
at this stage is a more effective approach than
adjusting outcomes to remove the impact of the
acquisition at the time the awards vest.
The Committee took into account the estimated
impact of the Horlicks acquisition in setting
performance targets for 2019-2022 MCIP.
However, the consideration for the acquisition is
predominantly in shares in Hindustan Unilever
Limited (HUL) and the share price movement of
HUL since the announcement of the acquisition
will have a significant impact on ROIC in 2019-
2022. Accordingly, the Committee reduced
the ROIC target for MCIP 2019-2022 to reflect
this impact as per the share price of HUL on 20
February 2020. The adjusted targets for all inflight
long-term incentive plans are set out below. The
committee will review again the impact of the
share price of HUL at deal completion and will
evaluate if any re-alignment of targets will be
necessary. Disclosure of the final targets will be
posted at:
www.unilever.com/investor-relations/
agm-and-corporate-governance/other-
governance-information/remuneration
Unilever Annual Report and Accounts 2019
Adjusted performance ranges for inflight MCIP/GSIP plans, following the adjustments explained on
page 62 (see page 68 for the changes for MCIP 2019-2022).
2017-2020 MCIP
Underlying Sales Growth
(CAGR)
Underlying Earnings per Share
Growth (CAGR, Current FX)
Return on Invested Capital
(Exit year %)
Sustainability Progress Index
(Committee assessment of
USLP progress)
2018-2021 MCIP
Underlying Sales Growth
(CAGR)
Underlying Earnings per Share
Growth (CAGR, Current FX)
Return on Invested Capital
(Exit year %)
Sustainability Progress Index
(Committee assessment of
USLP progress)
2018 – 2020 GSIP
Underlying Sales Growth
(CAGR)
Average annual Underlying
Operating Margin improvement
(bps vs PY, Current FX)
Cumulative Operating
Cashflow (€bn)
Weighting
Threshold
Max
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
2.0%
0%
7.0%
0%
15.4%
0%
0%
0%
1.5%
0%
6.1%
0%
14.4%
0%
0%
0%
2.0%
25%
50bps
25%
€20.2bn
25%
6.0%
200%
13.0%
200%
18.4%
200%
200%
200%
5.5%
200%
11.1%
200%
18.4%
200%
200%
200%
6.0%
200%
140bps
200%
€25.2bn
200%
Total Shareholder Return
25%
10th position
3rd position
50%
200%
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Governance ReportUnilever Annual Report and Accounts 2019 Directors' remuneration report continued
Annual report on remuneration
This section sets out how Unilever’s remuneration policy (which was approved by shareholders at the May 2018 AGMs and is available on our website)
was implemented in 2019, and how it will be implemented in 2020.
www.unilever.com/remuneration-policy
Implementation of the remuneration policy for Executive Directors
The remuneration of our Executive Directors was set in line with the principles for remuneration of the Group. Reward should support our business
strategy and should be sufficient to attract and retain high-performing individuals without paying more than necessary. Being able to share in the
success of Unilever is important across the workforce. The Executive Directors, other members of the ULE and most Unilever employees are rewarded on
the basis of the same performance measures for the annual bonus. This helps drive a shared culture and alignment with Unilever’s purpose, strategy
and values and allows employees to share in the same success as the most senior employees in Unilever. In addition, all of our management are invited
to participate in the MCIP on similar terms to the conditions that apply to the Executive Directors. Further, all our other employees can participate in our
‘buy three, get one for free’ SHARES plan to drive an owner’s mentality throughout the organisation.
The CEO and CFO have the highest proportion of variable pay as they have the highest levels of responsibility. In addition, other employees’ bonuses are
also determined by their individual performance whilst the CEO and CFO have no personal performance multiplier, thus making Unilever and Executive
Director performance intrinsically connected.
Elements of remuneration
Fixed Pay
Purpose and link
to strategy
Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the
individual’s skills, experience, performance and role within the Group. Provides a simple competitive alternative to the separate
provision of salary, fixed allowance and pension.
At a glance
Details of the rationale for our Executive Directors' Fixed Pay amounts can be found on page 60.
Implementation
in 2019
Effective from January 2019:
• CEO: €1,450,000
• CFO: €1,102,874
Planned for 2020
Effective from January 2020:
•
•
CEO: 4% increase to €1,508,000
CFO: 3% increase to €1,135,960
The Fixed Pay increase for Alan is slightly higher than the 3.6% increase for the wider workforce to reflect his performance and
progression in role and conservative positioning against market on appointment. The Fixed Pay increase for Graeme is slightly
below that provided to the wider workforce
Annual Bonus
Purpose and link
to strategy
Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our
annual business strategy and the ongoing enhancement of shareholder value.
At a glance
Implementation
in 2019
Planned for 2020
The ability to recognise performance through an annual bonus enables us to manage our cost base flexibly and react to events
and market circumstances.
•
•
•
•
•
Target annual bonus of 150% of Fixed Pay for the CEO and 120% of Fixed Pay for the CFO.
Business Performance Multiplier of between 0% and 150% based on achievement against business targets over the year.
Performance target ranges are considered to be commercially sensitive and will be disclosed in full with the corresponding
performance outcomes retrospectively following the end of the relevant performance year.
Maximum annual bonus is 225% of Fixed Pay for the CEO and 180% for the CFO.
Subject to ultimate remedy/malus and claw-back provisions.
Implemented in line with the 2018 remuneration policy, with performance measures weighted as follows:
•
•
•
Underlying Sales Growth: 1/3
Underlying Operating Margin Improvement: 1/3
Free Cash Flow Growth: 1/3
The performance measures for 2020 will remain the same; however, the weight attached to each performance measure will
change to reflect management's focus on delivering growth as a key priority for 2020:
•
•
•
Underlying Sales Growth: 50%
Underlying Operating Margin Improvement: 25%
Free Cash Flow Growth: 25%
Long-term Incentive (MCIP)
Purpose and link
to strategy
The MCIP encourages senior management to invest their own money into Unilever shares, aligning their interests with
shareholders by focusing on the sustained delivery of high performance results over the long term.
•
•
•
•
•
Executive Directors are required to invest a minimum of 33% and a maximum of 67% of their bonus into MCIP. Investment is made
out of after tax income, so investing 67% of gross bonus would require an investment of more than the total net bonus received.
Matching shares are awarded based on performance up to a maximum of 3 x matching shares.
MCIP award to be made on 24 April 2020, vesting 15 February 2024 (with a requirement to hold vested matching shares for a
further one-year retention period).
Alan Jope and Graeme Pitkethly both elected to invest the maximum value of their 2019 bonus into MCIP investment shares,
giving a maximum value from the matching shares for the CEO of €3,584,835 and for the CFO of €2,181,308.
Subject to ultimate remedy/malus and claw-back provisions.
At a glance
64
Unilever Annual Report and Accounts 2019
Elements of remuneration
Implementation
in 2019
No vesting of MCIP shares due to the extension in performance period following the approval of the remuneration policy.
Details of the 2019 MCIP awards can be found on page 68.
Performance update on Sustainability Progress Index (SPI) for MCIP year 2019 (based on 2018 USLP performance):
The SPI is a two-fold assessment by the Corporate Responsibility Committee and the Compensation Committee that captures
quantitative and qualitative elements (see page 57). For 2019, the Corporate Responsibility Committee and Compensation
Committee agreed a framework for SPI assessment for the 2018 performance year 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, supply chain and ethics (see Our risks on page 35).
The Committees reviewed qualitative and quantitative progress across each category and delivery against the KPIs. The
Committees agreed on a SPI achievement level against the KPI taking into account performance across the entire SPI Category.
The assessment of the Committees is summarised in the following table:
USLP Big Goal (see page 22)/
SPI Category
KPIs
1)
2)
3)
4)
Health & Wellbeing
Dove: Help young people build up positive body confidence and self-esteem through
educational programmes.
Environmental Impact
CO2: Reduce emissions from energy from factories per tonne of production.
Over-achieved
Enhancing Livelihoods
Responsible Sourcing Policy (RSP): Source our procurement spend from suppliers
meeting the mandatory requirements of the RSP.
Accident Rate: Reduce the total recordable frequency rate (TRFR) for accidents in
factories and offices.
Achieved
Achieved
Transformational
Change
Sustainable Palm Oil: Purchase crude palm oil from physically certified sustainable
sources by 2019.
Over-achieved
SPI Category
Assessment
Over-achieved
5)
Ratings & Rankings
Achieve top ratings in a range of leading sustainability rankings and indices.
Achieved
Overall SPI Outcome
125%
The Committee's annual SPI ratings will be tallied as an average SPI index for each four-year MCIP performance period.
Planned for 2020
Performance conditions are assessed over a four-year period. The performance conditions and target ranges for 2020 awards
under MCIP will be as follows:
MCIP 2020 – 2023 awards
Weighting
Threshold
Max
Underlying Sales Growth
(CAGR)
Underlying EPS growth
(CAGR, Current FX)
Return on Invested Capital
(Exit year %)
Sustainability Progress Index*
(Committee assessment
of USLP progress)
25%
25%
25%
25%
2.0%
0%
2.0%
0%
15.0%
0%
0%
0%
6.0%
200%
8.0%
200%
20.0%
200%
200%
200%
* SPI for MCIP year 2020: Plastic packaging will be an additional KPI for the 2019 performance on USLP (2020 SPI).
Performance at threshold results in no matching shares being awarded, target performance results in an award of 1.5 x
matching shares, up to a maximum award of 3 x matching shares, with straight-line vesting between threshold and maximum.
Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the
relevant performance period.
The USG targets have increased by +50bps p.a. which reflect our continued top line growth ambitions.
The ROIC targets are set taking into account both IFRS 16 and the Horlicks acquisition, as disclosed elsewhere on page 62.
The target range for Underlying Earnings Per Share Growth has been reduced by 2% at the top end from the MCIP 2019-2022
cycle. When setting this target, the Committee believe that delivering 8% CAGR in EPS over the next four years would be an
exceptional achievement and is a suitable stretch target. This target assumes a stronger Underlying Sales Growth performance,
a more moderate benefit from operating leverage than seen in prior years as we reach our strategic margin ambition, and
continues to reflect the increasing effect of exchange rate volatility in delivering current currency Underlying EPS growth over
a four-year plan cycle. Historically FX has been a headwind on EPS, and unlike some peers our EPS targets are not adjusted to
remove FX impacts. We also wish to reiterate that our MCIP plan pays out at 0% for threshold performance, with a straight-line
vesting schedule up to maximum. Considering these factors in the round the Committee believe a target of 5% CAGR and a
stretch of 8% CAGR to be appropriate.
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.
65
Governance ReportUnilever Annual Report and Accounts 2019 Directors' remuneration report continued
Ultimate remedy/malus and claw-back
Grants under 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 2019, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to current or former Executive Directors.
Single figure of remuneration and implementation of the remuneration policy in 2019 for
Executive Directors (Audited)
The table below shows a single figure of remuneration for each of our Executive Directors for the years 2018 and 2019.
Alan Jope CEO(a) (€’000)
Graeme Pitkethly CFO (€’000)
(A) Fixed Pay (b)
Total Fixed Pay
(B) Other Benefits
Fixed Pay & Benefits sub total
(C) STI: Annual Bonus
(D) LTI: GSIP Performance Shares
LTI: MCIP Match Shares(c)
Variable Remuneration sub total
LTI Sub total
Total Remuneration - (Required by UK Law) (A+B+C+D)
(E) Share awards (required by Dutch law)
Proportion
of Fixed
and
Variable
Rem
30.5%
69.5%
2019
1,450
1,450
41
1,491
1,784
1,619(d)
N/A
3,403
1,619
4,894
1,244
Total Remuneration - (Required by Dutch Law) (A+B+C+E)
4,519
Proportion
of Fixed
and
Variable
Rem
26.0%
74.0%
Proportion
of Fixed
and
Variable
Rem
N/A
N/A
2018
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2019
1,103
1,103
27
1,130
1,085
2,132
N/A
3,217
2,132
4,347
1,522
3,737
2018
1,058
1,058
26
1,084
1,006
2,267
683
3,956
2,950
5,040
1,774
3,864
Proportion
of Fixed
and
Variable
Rem
21.5%
78.5%
(a)
(b)
(c)
(d)
Alan Jope was appointed CEO as from 1 January 2019, but only became an Executive Director on 2 May 2019 at the close of the AGMs. However, for comparison purposes
going forward, we disclose his remuneration for the full 2019 year.
From May 2018 Fixed Pay replaces salary, fixed allowance and pensions following the implementation of our new Reward Framework for our Executive Directors.
In 2017 we extended the performance period of our MCIP plan from 3 years to 4 years, as such there was no MCIP vesting at the end of 2019.
Alan Jope's GSIP values in the above single figure table include GSIP performance shares previously granted to him in 2017 before his appointment as an Executive Director,
and include tax and social security.
Where relevant, amounts for 2019 have been translated into euros using the average exchange rate over 2019 (€1 = £0.8799), excluding amounts in respect
of GSIP calculated for UK purposes, which have been translated into euros using the exchange rate at vesting date of 13 February 2020 (€1 = £0.8390).
Amounts for 2018 have been translated into euros using the average exchange rate over 2018 (€1 = £0.8835), excluding amounts in respect of MCIP and GSIP
calculated for UK purposes, which have been translated into euros using the exchange rate at vesting date of 11 February 2019 (€1 = £0.8784).
We do not grant our Executive Directors any personal loans or guarantees.
Elements of single figure remuneration 2019
(A) Fixed Pay (Audited)
Fixed Pay set in euros and paid in 2019: CEO – €1,450,000 CFO – €1,102,874
(B) Other benefits (Audited)
For 2019 this comprises:
Medical insurance cover and actual tax return preparation costs
Provision of death-in-service benefits and administration
Total
Alan Jope
CEO (€)(a)
Graeme Pitkethly
CFO (€)(a)
2019
25,816
14,941
40,757
2019
17,754
9,493
27,247
(a)
The numbers in this table are translated where necessary using the average exchange rate over 2019 of €1 = £0.8799.
(C) Annual bonus (Audited)
Annual bonus 2019 actual outcomes: CEO – €1,783,500 (which is 55% of maximum, 123% of Fixed Pay). CFO – €1,085,228 (which is 55% of maximum, 98%
of Fixed Pay).
Alan Jope
Bonus @ target
= 150%
(€2,175,000)
Graeme Pitkethly
Business
performance
82%
=
€1,783,500
Bonus @ target
= 120%
(€1,323,449)
Business
performance
82%
=
€1,085,228
Annual bonus measures are not impacted by share price growth.
66
Unilever Annual Report and Accounts 2019 (C) Annual bonus (Audited) continued
The annual bonus includes cash and the portion of annual bonus that Executive Directors have indicated will be re-invested in shares under the MCIP
(satisfying the requirement to invest at least 33%). See below for details. Performance measure ranges have been adjusted to reflect the adjustments
made by the Committee highlighted on page 62 in the Committee's Chair letter. Performance against targets:
Performance metrics (weighting)
Performance: Annual bonus
Threshold
0%
Target
100%
Maximum
150%
Result
vesting
(% of
target)
Underlying sales growth (1/3)
1.3%
2.9%
4.3%
80%
Free cash flow (€bn) (1/3)
Underlying operating margin
improvement compared to prior year (1/3)
Overall performance ratio (based on
actual performance bonus formula)
and endorsed by the Committee after
quality of results assessment
€4.7bn
percentage
points
+30bps
0%
€6.3bn
€6.7bn
117%
+50bps
percentage
points
+90bps
50%
82%
150%
82%
Further details of the annual bonus outcomes are described in the Committee's Chair letter on page 60. The calculated pay-out for Unilever’s 2019
performance ratio of 82% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.
(D) GSIP – UK law requirement (Audited)
2019 Outcomes
This includes GSIP performance shares (operated under the Unilever Share Plan 2017) granted on 13 February 2017, based on performance in the three-
year period to 31 December 2019, which vested on 13 February 2020.
The values included in the single figure table for 2019 are calculated by multiplying the number of shares granted on 13 February 2017 (including
additional shares in respect of accrued dividends through to 31 December 2019) by the level of vesting (119% of target award) and the share price on the
date of vesting (NV €54.70 and PLC £46.12, NV NY $59.45 and PLC ADR $60.53). These have been translated into euros using the exchange rate on the date
of vesting (€1 = £0.8390 and €1 = $1.0877).
Performance measure ranges have been adjusted to reflect the adjustments made by the Committee highlighted on page 62 of the Committee's Chair
letter. Performance against targets:
Performance metrics (weighting)
Threshold
0%
Performance: GSIP
Underlying sales growth (CAGR) (25%)
2.0%
3.0%
Average underlying operating margin
improvement (25%)
percentage
points
+40bps
+83bps
Maximum
200%
Result vesting
(% of target)
6.0%
67%
percentage
points
+130bps
109%
Cumulative operating cash flow (25%)
€17.1bn
€22.2bn
€22.1bn
200%
Total shareholder return (25%)(a)
10th position
Overall vesting
7th
119%
3rd position
100%
119%
(a)
For the relative TSR measure, Unilever’s 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, Kellog's, Kimberly-Clark, L'Oréal, 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 (eg via M&A activity etc).
Further details of the GSIP outcomes are described in the Committee's Chair letter on page 60.
On the basis of this performance, the Committee determined that the GSIP awards to the end of 2019 will vest at 119% of initial target award levels
(i.e. 60% of maximum for GSIP).
67
Governance ReportUnilever Annual Report and Accounts 2019 Directors' remuneration report continued
(D) GSIP – UK law requirement (Audited) continued
Alan Jope
PLC ADR Shares
11,674 shares €435,903
30.9%
€817,249(e)
NV NY Shares
11,674 shares €430,692
30.5%
€802,062(e)
Graeme Pitkethly
PLC Shares
15,485 shares €580,594
28.5%
€1,047,834(e)
NV Shares
15,414 shares €600,066
28.8%
€1,084,252(e)
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000 1,000,000 1,100,000
Original(a)
Performance(b)
Dividends(c)
Share Price Growth(d)
(a) The conditional number of shares awarded (including decimals) at the share price on the award date.
(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.
The final value of the award on the vesting date using the average exchange rate over 2019 of €1 = £0.8799 and €1= $1.1203. The actual number of vested shares can be found
on page 69. The share values for Alan Jope are grossed up for tax and social security.
(e)
(E) Share Awards- Dutch law requirement (Audited)
As per the Dutch requirements, these costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on
share prices on grant dates and a 98% adjustment factor for GSIP shares awarded in 2018, 2017 and 2016. For MCIP shares awarded in 2019, 2018 and
2017, there has been no adjustment factor applied.
Scheme interests awarded in the year (Audited)
MCIP Plan Conditional matching share award made on 23 April 2019
Basis of award
Based on the level of 2018 annual bonus paid in 2019 invested by the CEO and CFO. The following numbers of matching
shares were awarded on 23 April 2019 (vesting on 9 February 2023)(a):
CEO:
• PLC – 0
• NV – 16,668
CFO:
• PLC – 19,196
• NV – 0
Maximum vesting results in 200% of the above awards vesting.
Maximum face value
of awards
• CEO: €1,748,991(b)
• CFO: €1,975,705(b)
Threshold vesting
(% of target award)
Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance.
Performance period
1 January 2019 – 31 December 2022 (with a requirement to hold vested matching shares for a further one-year retention period).
Details of
performance
measures
Performance measure ranges have been adjusted to reflect the adjustments made by the Committee highlighted on page 62
of the Committee's Chair letter:
MCIP 2019 – 2022 awards
Weighting
Threshold
Max
Underlying Sales Growth
(CAGR)
Underlying EPS growth
(CAGR, Current FX)
Return on Invested Capital
(Exit year %)
Sustainability Progress Index
(Committee assessment of
USLP progress)
25%
25%
25%
25%
1.5%
0%
2.0%
0%
16.0%
0%
0%
0%
5.5%
200%
10.0%
200%
20.0%
200%
200%
200%
(a)
(b)
Under MCIP, Executive Directors invest in NV or PLC shares, and receive a corresponding number of performance-related matching shares. On 23 April 2019, the CEO and the
CFO invested the maximum value of their 2018 annual bonus in MCIP investment shares (Alan Jope elected to receive NV shares only and Graeme Pitkethly elected to receive
PLC shares only, in line with the share choice provisions in operation at the time).
Face values are calculated by multiplying the number of shares granted on 23 April 2019 (including decimals) by the share price on that day of PLC £45.28 and NV €52.47 respectively,
assuming maximum performance and therefore maximum vesting of 200% for MCIP and then translating into euros using an average exchange rate over 2019 of €1 = £0.8799.
68
Unilever Annual Report and Accounts 2019 Minimum shareholding requirement and Executive Director share interests (Unaudited)
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 Unilever’s 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 2019 and the
interest in NV and PLC ordinary shares of the Executive Directors and their connected persons as at 31 December 2019.
When calculating an Executive Director’s personal shareholding the following methodology is used:
• Fixed Pay at the date of measurement.
•
Shares in either PLC or NV (or a combination of both) 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’).
Shares purchased under the MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the
individual’s 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 GSIP or 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 GSIP, or a four-year vesting period for the 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.
Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of employment at
Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever. ULE members are required to build a shareholding of 400%
of Fixed Pay (500% for the CEO). This requirement is 150% of Fixed Pay for the ‘Top 75’ management layer below ULE.
Executive Directors’ and their connected persons’ interests in shares and share ownership (Audited)
Share
ownership
guideline as
% of Fixed
Pay (as at 31
December
2019)
Have
guidelines
been met
(as at 31
December
2019)
Actual share
ownership as
a % of Fixed
Pay (as at 31
December
2019)(a)
Shares held as at
1 January 2019(b)
Shares held as at
31 December 2019(b)
NV
0
PLC
NV NY
PLC ADR
NV
PLC
NV NY
PLC ADR
0 129,561
44,534
11,112
0 151,141
49,197
CEO: Alan Jope
CFO: Graeme Pitkethly
500%
400%
Yes
Yes
775%
740% 35,340
73,495
0
0
39,535 114,355
0
0
(a)
(b)
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 2019
(€1,450,000 for the CEO and €1,102,874 for the CFO).
NV shares are ordinary €0.16 shares and PLC shares are ordinary 31/9p shares.
During the period between 31 December 2019 and 20 February 2020, the following changes in interests have occurred:
•
•
Graeme Pitkethly purchased 5 PLC shares under the PLC ShareBuy Plan: 3 on 9 January 2020 at a share price of £42.74, and a further 2 on 10 February
2020 at a share price of £46.61; and
as detailed under headings (D) on page 67, on 13 February 2020:
•
•
Alan Jope acquired 13,988 NV NY shares following the vesting of his 2017 GSIP award; and
Graeme Pitkethly acquired 36,988 PLC shares following the vesting of his 2017 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 NV and PLC are the
same as for other holders of the class of shares indicated. As at 20 February 2020 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 51 the full share capital of NV and PLC has been described. Page 103 and 104 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 2019, Alan Jope held awards over a total of 53,314 shares which are subject to performance conditions, and Graeme Pitkethly held
awards over a total of 115,708 shares which are subject to performance conditions. There are no awards of shares without performance conditions and
no awards in the form of options.
69
Governance ReportUnilever Annual Report and Accounts 2019 Directors' remuneration report continued
Management Co-Investment Plan (Audited)
The following conditional shares vested during 2019 or were outstanding at 31 December 2019 under the MCIP:
Balance of
conditional
shares at
January 2019
No. of
shares
Conditional
shares
awarded in
2019(a)
Performance
period 1
January
2019 to 31
December
2022
Dividend
shares
accrued
during the
year (d)
Price
award
0
16,668
€52.47
Share
type
NV
Balance of
conditional shares
at 31 December 2019
Vested in
2019(e)
Price at
vesting
0
4,489
4,492
7,057
7,118
$54.73
$54.00
€48.55
£42.06
Additional
shares
earned in
2019(f)
0
1,088
1,089
1,711
1,726
No. of
shares
17,050
24,575
0
18,959
38,628
382
735
0
566
Alan Jope
Graeme Pitkethly
NV NY
27,241(b)
PLC ADR
3,403(b)
NV
PLC
23,739(c)
23,819(c)
0
0
0
19,196
£45.28
1,005
(a)
(b)
(c)
(d)
(e)
(f)
On 23 April 2019, Alan Jope and Graeme Pitkethly each invested in MCIP the maximum value of their annual bonus earned during 2018 and paid in 2019, and received a
corresponding award of 1.5 x matching shares (which will vest, subject to performance, on 9 February 2023). Alan Jope chose to receive NV shares, and Graeme Pitkethly chose
to receive PLC shares.
This includes grants that were made to Alan Jope before his appointment as CEO as per 1 January 2019, being a grant of 3,123 of each NV NY and PLC ADR shares made on 11
February 2016 (which vested on 11 February 2019), a grant of 8,607 NV NY shares made on 17 May 2017 (vesting on 16 February 2021), a grant of 14,454 NV NY shares made on
23 April 2018 (vesting on 16 February 2022), and 1,057 NV NY shares and 280 PLC ADR shares from reinvested dividends accrued in prior years in respect of awards.
This includes a grant of 4,912 of each NV and PLC shares made on 11 February 2016 (which vested on 11 February 2019), 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), and 996 NV shares and 1,076 PLC
shares from reinvested dividends accrued in prior years in respect of awards.
Reflects reinvested dividend equivalents accrued during 2019 and subject to the same performance conditions as the underlying matching shares.
The 11 February 2016 grant vested on 11 February 2019 at 132% for both Alan Jope and Graeme Pitkethly.
This includes the additional shares earned and accrued dividends as result of a business performance multiplier on vesting above 100%.
Global Share Incentive Plan (Audited)
The following conditional shares vested during 2019 or were outstanding at 31 December 2019 under the GSIP:
Balance of
conditional
shares at
January 2019 (a)
Balance of
conditional shares
at 31 December 2019
Share
type
NV NY
PLC ADR
NV
PLC
No. of
shares
12,038(b)
12,048(b)
45,883(c)
46,130(c)
Dividend
shares accrued
during the
year (d)
175
174
866
870
Vested in
2019(e)
8,409
8,416
23,413
23,615
Price at
vesting
$54.73
$54.00
€48.55
£42.06
Additional
shares earned
in 2019(f)
2,038
2,041
5,675
5,725
No. of
shares
5,842
5,847
29,011
29,110
Alan Jope
Graeme Pitkethly
(a)
(b)
(c)
(d)
(e)
(f)
In accordance with the remuneration policy adopted by shareholders in May 2018 no GSIP award has been granted after 2018.
This includes grants that were made to Alan Jope before his appointment as CEO as per 1 January 2019, being a grant of 5,851 of each NV NY and PLC ADR shares made on 11
February 2016 (which vested on 11 February 2019), a grant of 5,370 of each NV NY and PLC ADR shares made on 13 February 2017 (which vested on 13 February 2020), and 817
NV NY and 827 PLC ADR shares from reinvested dividends accrued in prior years in respect of awards.
This includes a grant of 16,297 of each NV and PLC shares made on 11 February 2016 (which vested on 11 February 2019), 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 2,643 NV shares
and 2,890 PLC shares from reinvested dividends accrued in prior years in respect of awards.
Reflects reinvested dividend equivalents accrued during 2019, subject to the same performance conditions as the underlying GSIP shares.
The 11 February 2016 grant vested on 11 February 2019 at 132% for both Alan Jope and Graeme Pitkethly. In accordance with Unilever’s existing remuneration policy, Executive
Directors are able to choose whether they receive any shares due to vest under GSIP in PLC or NV shares or an equal number of shares in each. Alan Jope chose to receive NV
shares. Therefore, upon vesting, his 11 February 2016 PLC ADR award was cancelled and converted and delivered to him as 8,511 NV NY shares (resulting in a total vesting
for the 11 February grant of 16,920 NV NY shares). Graeme Pitkethly chose to receive PLC shares. Therefore, upon vesting, his 11 February 2016 NV award was cancelled and
converted and delivered to him as 23,114 PLC shares, (resulting in a total vesting for the 11 February grant of 46,729 PLC shares).
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 5 March 2019); 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 year’s 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
70
Unilever Annual Report and Accounts 2019 Payments to former Directors (Audited)
The table below shows the 2019 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 Director's
remuneration report in the Unilever Annual Report and Accounts 2018.
Paul Polman
Fixed Pay
Other Benefits(a)
Pension(b)
GSIP 2017-2019 (pro-rated)(c)
Total Remuneration(d)
(€’000)
859
337
2,255
3,368
6,819
(a)
(b)
(c)
(d)
This includes tax preparation fees, medical, death & disability cover and social security.
Distribution of monies paid into a supplemental pension plan during 2010-2018 and associated investment return. The annual contributions were previously reported in the
2010-2018 DRRs.
Actual time pro-rated GSIP vesting (79%) on 13 February 2020 of 62,571 NV shares at a closing share price of €54.70.
The value of the GSIP 2017-2019 (pro-rated) awards calculated pursuant to Dutch law is €1,526 thousand. Total remuneration in accordance with Dutch law is €4,977 thousand.
These costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates and a 98% adjustment factor
for these respective GSIP shares.
There have been no other payments to former Directors nor have there been any payments for loss of office during the year.
Implementation of the remuneration policy for Non-Executive Directors
The current Non-Executive Director fee levels will be changed for 2020, with an increase of £25,000 for the Chairman fee (4%) and an increase of £3,000 for the
fee of the members of the Audit Committee (15%) and for the members of the Compensation Committee (20%). The basic Non-Executive Director fee remains
unchanged. We will further review fee levels in the context of the remuneration policy renewal in 2021. The table below outlines the current fee structure with
fees set in euros and paid 50% by each of NV (in euros) and PLC (in sterling) shown using an exchange rate of £1 = €1.2817 (rounded) for both years:
Roles and responsibilities
Basic Non-Executive Director Fee
Chairman (all inclusive)
Vice Chairman (modular)
Member of Nominating and Corporate Governance Committee
Member of Compensation Committee
Member of Corporate Responsibility Committee
Member of Audit Committee
Chair of Nominating and Corporate Governance Committee
Chair of Compensation Committee
Chair of Corporate Responsibility Committee
Chair of Audit Committee
2020 Annual Fee €
2019 Annual Fee €
108,949
833,105
51,270
19,226
23,071
19,226
29,479
38,452
38,452
38,452
51,270
108,949
801,092
51,270
19,226
19,226
19,226
25,635
38,452
38,452
38,452
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. 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 2019 for Non-Executive Directors (Audited)
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2018 and 2019.
Non-Executive Director
Nils Andersen(c)
Laura Cha
Vittorio Colao(d)
Marijn Dekkers
Ann Fudge(e)
Judith Hartmann
Andrea Jung
Susan Kilsby(f)
Mary Ma(g)
Strive Masiyiwa(h)
Youngme Moon(i)
John Rishton(j)
Feike Sijbesma
Total
2019
Total
remuneration
€’000
Benefits(b)
€’000
10
–
33
35
–
19
–
–
–
–
–
16
–
113
220
121
172
708
–
146
121
53
81
139
169
168
139
2,237
Fees(a)
€’000
211
121
139
673
–
127
121
53
81
139
169
151
139
2,124
2018
Total
remuneration
€’000
Benefits(b)
€’000
9
–
–
13
–
7
–
–
–
–
–
–
–
29
130
115
127
757
50
128
80
–
115
131
147
143
135
2,058
Fees(a)
€’000
121
115
127
744
50
121
80
–
115
131
147
143
135
2,029
(a)
(b)
(c)
(d)
This includes fees received from NV in euros and PLC in sterling for 2018 and 2019 respectively. Includes basic Non-Executive Director fee and Committee chairmanship and/
or membership. Where relevant, amounts for 2018 have been translated into euros using the average exchange rate over 2018 (€1 = £0.8835). Amounts for 2019 have been
translated into euros using the average exchange rate over 2019 (€1 = £0.8799).
The only benefit received relates to travel by spouses or partners where they are invited by Unilever.
Chairman and Chair of the Nominating and Corporate Governance Committee as per November 2019.
Chair of the Compensation Committee.
(e) Retired from the Boards at the May 2018 AGMs.
(f) Appointed at the May 2019 AGMs, with appointment taking effect from 1 August 2019.
(g)
Passed away on 31 August 2019.
Chair of the Corporate Responsibility Committee.
Vice Chair and Senior Independent Director.
Chair of the Audit Committee.
(h)
(i)
(j)
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.
71
Governance ReportUnilever Annual Report and Accounts 2019 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.
Non-Executive Director
Nils Andersen
Laura Cha
Vittorio Colao
Marijn Dekkers
Judith Hartmann
Andrea Jung
Susan Kilsby
Strive Masiyiwa
Youngme Moon
John Rishton
Feike Sijbesma
% change
from 2018 to 2019
% change
from 2017 to 2018
% change
from 2016 to 2017
% change
from 2015 to 2016
% change
from 2014 to 2015
% change
from 2013 to 2014
Total Remuneration(a)
69.2%
5.2%
35.4%
-6.5%
14.1%
51.3%
–
6.1%
15.0%
17.5%
3.0%
16.1%
7.5%
23.3%
2.3%
14.3%
–
–
18.0%
42.7%
12.6%
6.3%
-12.5%
-10.1%
-3.7%
42.6%
-8.2%
–
–
56.3%
45.1%
-9.3%
-3.8%
62.0%
-2.5%
87.7%
–
52.5%
–
–
–
–
5.3%
3.9%
–
20.8%
–
62.9%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
24.3%
693.8%
62.1%
–
(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. Marijn Dekkers stepped down as Chairman in November 2019, and was succeeded by Nils Andersen. 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.
Non-Executive Directors’ interests in shares (Audited)
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 NV and PLC ordinary shares of Non-Executive Directors and their connected persons as at 31 December 2019 against the
minimum shareholding recommendation. There has been no change in these interests between 31 December 2019 and 20 February 2020 (other than
Susan Kilsby, who bought 1,250 PLC shares on 20 February 2020 at a share price of £45.67).
Non-Executive Director
Nils Andersen(a)
Laura Cha
Vittorio Colao
Marijn Dekkers
Judith Hartmann
Andrea Jung
Susan Kilsby
Mary Ma(b)
Strive Masiyiwa
Youngme Moon
John Rishton
Feike Sijbesma
Share type
Shares held at
31 December 2019
Actual share ownership as a % of NED fees
(as at 31 December 2019)
NV
NV
PLC
NV
NV NY
NV
NV
-
NV
PLC
PLC
NV NY
NV
PLC
NV
21,014
2,660
858
5,600
20,000
2,500
4,576
-
860
1,860
1,130
3,500
3,340
2,000
10,000
134%
149%
206%
152%
101%
194%
-
173%
42%
106%
181%
369%
The shareholding percentage has been measured against the annual all-inclusive Chairman fee for 2019, although Nils Andersen only became Chairman on 13 November 2019.
(a)
(b) Shares held at 31 August 2019.
Non-Executive Directors’ letters of appointment
All Non-Executive Directors were reappointed to the Boards at the 2019 AGMs, with the exception of Susan Kilsby (who was appointed for the first time,
with her appointment taking effect on 1 August 2019).
Non-Executive Director
Date first appointed
to the Boards
Effective date of
current appointment(a)
Nils Andersen
Laura Cha
Vittorio Colao
Marijn Dekkers
Judith Hartmann
Andrea Jung
Susan Kilsby
Strive Masiyiwa
Youngme Moon
John Rishton
Feike Sijbesma
30 April 2015
15 May 2013
1 July 2015
21 April 2016
30 April 2015
3 May 2018
1 August 2019
21 April 2016
21 April 2016
15 May 2013
1 November 2014
2 May 2019
2 May 2019
2 May 2019
2 May 2019
2 May 2019
2 May 2019
1 August 2019
2 May 2019
2 May 2019
2 May 2019
2 May 2019
(a)
The unexpired term for all Non-Executive Directors’ letters of appointment is the period up to the 2020 AGMs, as they all, unless they are retiring, submit themselves for annual
reappointment.
72
Unilever Annual Report and Accounts 2019 Other disclosures related to Directors’ remuneration (Unaudited)
CEO single figure ten-year history
The table below shows the ten-year history of the CEO single figure of total remuneration for UK purposes:
CEO
Single figure of total remuneration (€‘000)
Annual bonus award rates against maximum
opportunity
GSIP performance shares vesting rates against
maximum opportunity
MCIP matching shares vesting rates against
maximum opportunity
Share Matching Plan shares vesting rates
against maximum opportunity(a)
(a)
Shown in year of award.
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
6,292
6,010
7,852
7,740
9,561
10,296
8,370
11,661
11,726
4,894
80%
68%
100%
78%
66%
92%
92%
100%
51%
55%
47%
44%
55%
64%
61%
49%
35%
74%
66%
60%
n/a
n/a
n/a
n/a
81%
65%
47%
99%
88%
n/a
100%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
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 2019 (with equivalent figures from 2018 included for comparison purposes).
CEO/CFO Pay Ratio Comparison (split by fixed/variable pay)
WL1
CEO = 264.8 x WL1 | CFO = 113.8 x WL1
CEO = 100.2 x WL1 | CFO = 88.0 x WL1
WL2
CEO = 142.0 x WL2 | CFO = 61.0 x WL2
CEO = 58.4 x WL2 | CFO = 51.3 x WL2
CEO = 48.5 WL3 | CFO = 20.8 x WL3
CEO = 23.0 x WL3 | CFO = 20.2 x WL3
CEO = 22.8 x WL4 | CFO = 9.8 x WL4
CEO = 10.9 x WL4 | CFO = 9.6 x WL4
CEO = 7.5 x WL5 | CFO = 3.2 x WL5
CEO = 3.9 x WL5 | CFO = 3.5 x WL5
CEO = 3.8 x WL6 | CFO = 1.6 x WL6
CEO = 2.0 x WL6 | CFO = 1.7 x WL6
CEO = 2.3 x CFO
CEO = 1.1 x CFO
WL3
WL4
WL5
WL6
CFO
CEO
€0m
€1m
€2m
€3m
€4m
€5m
€6m
€7m
€8m
€9m
€10m
€11m
€12m
2019 Fixed
2019 Variable
2018 Fixed
2018 Variable
Figures for the CEO and CFO are calculated using the data for UK purposes from the Executive Directors’ single figure table on page 66. Accordingly, the
year-on-year comparison reflects the appointment of Alan Jope as CEO in 2019 following Paul Polman’s retirement at the end of 2018. The 2019 numbers
reflect that Alan Jope's Fixed Pay was set at a lower level than Paul Polman's. 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 2018. From 2019 the CEO and CFO pay elements are
paid in euros. Where relevant, amounts for 2018 have been translated using the average exchange rate over 2018 (€1 = £0.8835), and amounts for 2019
have been translated using the average exchange rate over 2019 (€1 = £0.8799).
Annual bonus and long-term incentives (GSIP and 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 for the respective year (so disregarding personal performance multipliers, which equal out across the population as a whole);
target GSIP values for the respective year; 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.
Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash.
73
Governance ReportUnilever Annual Report and Accounts 2019 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
Year ended 31 December 2019
Salary:
Year ended 31 December 2018
Salary:
Pay and benefits:
Pay ratio (Option A):
Pay and benefits (excluding pension):
Pay ratio (Option A):
25th Percentile
£38,510
£50,689
83
£28,804
£34,400
301
Median
Percentile
£45,154
£61,086
69
£37,000
£41,443
250
75th Percentile Mean Pay Ratio
£59,988
£87,982
48
£50,021
£57,800
179
51
147
Figures for the CEO are calculated using the data from the Executive Directors’ single figure table on page 66 translated into sterling using the average
exchange rate over 2019 (€1 = £0.8799).
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 2019, 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 appointment of Alan Jope as CEO in 2019 following Paul Polman’s retirement at the end of 2018 and as a result the CEO
pay ratio has decreased from 2018 to 2019 since Alan Jope’s Fixed Pay was set at a level lower than Paul Polman’s. For the overall UK employee calculation pay
and benefit values have increased by approximately 20% due to inclusion of the pension in 2019. Salary for the UK employees has increased minimally because
of the change in the New Reward Framework for the WL3s, despite the fact that the workforce in numbers decreased by 3.8% from 2018 to 2019.
Additionally, in the UK and The Netherlands we are now 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) for UK purposes
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 PLC’s 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 72.
% change from 2018 to 2019
CEO(a)(b)
CFO(a)
PLC employees(d)
% change from 2017 to 2018
CEO(a)
CFO(a)
PLC employees(d)
% change from 2016 to 2017
CEO(a)
CFO(a)
PLC employees(d)
% change from 2015 to 2016
CEO(a)
CFO(a)(c)
PLC employees(d)
% change from 2014 to 2015
CEO(a)
CFO(a)
PLC employees(d)
% change from 2013 to 2014
CEO(a)
CFO(a)(c)
PLC employees(d)
Fixed Pay
Other benefits
(not including pension)
-9.5%
4.2%
15.0%
11.3%
8.2%
8.4%
-6.9%
-2.2%
-6.8%
-11.0%
-30.8%
10.1%
11.3%
-16.6%
0.3%
5.2%
5.2%
-
-92.3%
4.8%
-5.2%
-19.2%
8.3%
-5.0%
5.0%
-5.5%
-7.0%
-5.1%
-32.2%
19.1%
14.5%
-27.6%
20.7%
12.4%
-36.5%
-
Bonus
-7.4%
7.9%
9.7%
-16.5%
-10.5%
-3.9%
0.8%
21.1%
14.5%
-11.0%
14.3%
16.6%
55.8%
4.4%
79.0%
-11.4%
-11.5%
-
(a)
(b)
(c)
(d)
Calculated using the data for UK purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that table).
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 Jope's Fixed
Pay was set at a level lower than Paul Polman's.
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 Pitkethly's Fixed Pay being set at a level lower than Jean-Marc Huet's. 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.
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. For this group of
people no figures are available for the years prior to 2014.
74
Unilever Annual Report and Accounts 2019 Percentage change in remuneration of Executive Directors (CEO/CFO), average total compensation for an employee, CEO
and CFO pay ratios and performance of the company for Dutch purposes
The table below shows the five-year history year-on-year percentage change in remuneration for the CEO, CFO and the average total compensation
for an employee of the Group (based on total staff costs for the relevant financial year) pursuant to Dutch requirements. The respective change in
percentages in fees for our Non-Executive Directors are included in the table 'Percentage change in remuneration of Non-Executive Directors' on page 72.
Average total compensation
for an employee
% change vs
previous year
for the CEO(a)
% change vs
previous year
for the CFO(b)
-48%
-26%
51%(f)
-7%
3%
1%
-3%
-10%
88%(f)
-4%
-44%
-14%
per FTE(c)
€41,711
€41,389
€40,582
€38,538
€38,271
€34,923
CEO/Average
compensation
per employee
mean pay
ratio(d)
CFO/Average
compensation
per employee
mean pay
ratio(d)
% change vs
previous year
Underlying
Sales Growth
(USG)(e)
Underlying
Earnings
per Share
(EPS)(e)
Underlying
Operating
Margin
(UOM)(e)
1%
2%
5%
1%
10%
-2%
108
209
287
200
217
230
90
93
106
60
63
123
2.9%
3.2%
2.8%
3.6%
4.1%
2.9%
2.55
2.35
2.23
2.03
1.93
1.73
19.1%
18.6%
17.7%
16.4%
15.6%
15.5%
2019
2018
2017
2016
2015
2014
(a)
(b)
(c)
(d)
(e)
(f)
Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that
table). 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
Jope's Fixed Pay was set at a level lower than Paul Polman's. The change from 2017 to 2018 is due to a lower MCIP and GSIP performance ratio comparing to the previous year.
Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that
table). 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 Pitkethly's Fixed Pay being set at a level lower than Jean-Marc Huet's.
Calculated using the total staff costs (minus the CEO and CFO remuneration pursuant to Dutch requirements as included in the Executive Directors’ single figure tables)
divided by the average number of employees during the year, using the data from Staff and Management costs from note 4A on page 97.
Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 divided by the average total compensation per FTE number in this
table for the respective year.
USG and UOM are relevant performance measures for both our bonus and long-term incentive plans and Underlying EPS is a relevant performance measure since 2017 when
we introduced it for MCIP. In 2019 the definition of USG has changed and currently includes a normalised level of price growth, which will be capped at an annual rate that is
equivalent to approximately 2% per month compounded. As result of this new definition USG figures for 2016, 2017 and 2018 have been restated compared to previous disclosures.
The CEO and CFO % change from 2016 to 2017 is due to a higher MCIP and GSIP performance ratio compared to the previous years. The year-on-year changes in pay for the
average compensation for an employee (FTE) are proportionally smaller than for the CEO and CFO. The CEO and CFO have the highest proportion of variable pay as they have
the highest levels of responsibility. The key difference in pay between colleagues at different work levels is quantum; the higher the work level, the greater the value of each
element. Also, with successive work levels, the greater the proportion of the total package that is performance related, rather than fixed.
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.
Relative importance of spend on pay
Underlying
earnings
Dividends
recognised
during the year
Total
staff costs
3.5%
4.2%
5.4%
0.8%
-2.5%
-2.4%
€0m
€1,000m
€2,000m
€3,000m
€4,000m
€5,000m
€6,000m
€7,000m
2019
2018 Restated
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 107 for details). Restated 2018 data has been used following
the adoption of IFRS 16, see note 1 and note 24 (on pages 92 and 138 respectively) for further details.
75
Governance ReportUnilever Annual Report and Accounts 2019 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; and
• growth in the value of a hypothetical €100 investment over ten years’ AEX comparison based on 30-trading-day average values.
The table below shows Unilever’s performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX), Amsterdam, the most relevant
indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent of both these indices.
Ten-year historical TSR performance
i
l
g
n
d
o
h
€
/
£
l
a
c
i
t
e
h
t
o
p
y
h
f
o
e
u
a
V
l
400
350
300
250
200
150
100
50
Dec 09
Dec 10
Dec 11
Dec 12
Dec 13
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 19
Unilever NV
Unilever PLC
FTSE 100
AEX
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 48 for further
details).
Since 1 May 2019 Graeme Pitkethly is a Non-Executive Director of Pearson PLC and he received an annual fee of €64,969 (£57,166) (of which 25% was in
accordance with Pearson's remuneration policy delivered in Pearson shares) based on an average exchange rate over 2019 of €1 = £0.8799.
The Compensation Committee
The Committee had the following members throughout 2019 – Vittorio Colao (Chair), Marijn Dekkers and Andrea Jung. Mary Ma also served as a
member of the Committee until her passing on 31 August 2019. Nils Andersen became a Committee member as per 13 November 2019.
During 2019, the Committee met five times and its activities included: determining the 2018 annual bonus outcome; determining vesting of the GSIP and
MCIP 2016-2018 awards for the CEO, CFO and the ULE; approving the 2018 Directors’ remuneration report; resolving on changes to the implementation
of the remuneration policy to reflect shareholders’ feedback after the AGM 2018 vote on the remuneration policy; setting the 2019 annual bonus and
MCIP 2019-2022 performance measures and targets; reviewing Fixed Pay for the CEO and CFO and fees for the Non-Executive Directors; deciding Fixed
Pay increases for the other members of the ULE, including approving new ULE members remuneration packages; tracking external developments and
assessing their impact on Unilever’s remuneration policy, including implementation of the EU Shareholder Rights Directive; review the functioning of the
Reward Framework since its implementation in 2017; workforce pay review and progress on the Fair Compensation Framework; and consultation on the
implementation of the remuneration policy for 2020 (see page 60 of the Committee's Chair letter).
The Committee operates within its terms of reference which were last updated on 20 November 2019. The Committee’s 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 2019, the Boards evaluated the performance of the Committee. The Committee also carried out an
assessment of its own performance in 2019. Overall the Committee members concluded that the Committee is performing effectively. The Committee has
agreed to further enhance its effectiveness by closely monitoring the regulatory landscape and trends on executive remuneration, in particular around
incentives and target setting, in view of the upcoming remuneration policy renewal in 2021.
76
Unilever Annual Report and Accounts 2019
Advisers
While it is the Committee’s 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 of PricewaterhouseCoopers (PwC) provided the Committee with independent advice on various matters it considered. During 2019,
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 NV or 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 2019
were £112,700. 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 EVP Global Head
of Reward (Peter Newhouse) 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 Employment & Remuneration (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)
2018 Directors’ remuneration report (2019 AGM) (excluding the Directors’ remuneration policy)
2018 Directors’ remuneration report (2019 AGM) (excluding the Directors’ remuneration policy)
2017 Directors’ remuneration policy (2018 AGM)
2017 Directors’ remuneration policy (2018 AGM)
For
Against
Withheld
PLC
NV
PLC
NV
95.62%
96.92%
4.38%
3.08%
64.19%
35.81%
73.06%
26.94%
10,581,922
1,316,455
38,734,868
15,018,135
The Directors’ remuneration report has been approved by the Boards, and signed on their behalf by Ritva Sotamaa, Chief Legal Officer and
Group Secretary.
77
Governance ReportUnilever Annual Report and Accounts 2019 The Directors and their roles are listed on pages 4 to 5 and 49.
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 32. In addition, we describe in notes 15 to 18 on pages 116
to 132 the Group’s 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 34.
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 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 35 to 39 for a discussion of Unilever’s principal risk
factors and to pages 33 to 45 for commentary on the Group’s approach to
risk management and control.
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 Part 9 of Book 2 of the Civil Code in the Netherlands
and 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, and the NV and PLC entities, 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 and
the NV and PLC entities 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 (in the case of the consolidated financial
statements), Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (FRS 101) and Dutch law (in the case of the NV parent
company accounts) which they consider to be applicable have been
followed.
The Directors have responsibility for ensuring that NV and PLC keep
accounting records which disclose with reasonable accuracy their
financial position and which enable the Directors to ensure that the
accounts comply with the 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 Independent
Auditors’ reports, 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 PLC’s 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
PLC’s 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 2019, taken as a whole, is fair,
balanced and understandable, and provides the information necessary
for shareholders to assess the Group’s 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 (in the case of
the consolidated financial statements) and Financial Reporting Standard
101 ‘Reduced Disclosure Framework’ (FRS 101) and UK accounting
standards and Part 9 of Book 2 of the Dutch Civil Code (in the case of the
NV parent company accounts), 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.
•
•
78
Unilever Annual Report and Accounts 2019 Independent Auditors’ Reports
Netherlands – KPMG Accountants N.V.
United Kingdom – KPMG LLP
To: the general meeting of Unilever N.V.
To: the members of Unilever PLC
For the purpose of these reports, the terms ‘we’ and ‘our’ denote KPMG Accountants N.V. in relation to the Netherlands responsibilities and reporting
obligations to the General Meeting of Unilever N.V. and KPMG LLP in relation to UK responsibilities and reporting obligations to the members of Unilever
PLC. The Unilever Group (‘the Group’) consists of Unilever PLC, Unilever N.V. and the entities they controlled during the financial year. The reports of KPMG
Accountants N.V. and KPMG LLP are presented in the left and right hand columns of this report respectively. Key audit matters and materiality disclosures
in relation to the parent company audits of Unilever N.V. and Unilever PLC are not in separate columns and form part of the reports of KPMG Accountants
N.V. and KPMG LLP respectively.
The financial statements (‘the Financial Statements’) comprise:
• the consolidated financial statements of the Group (‘the Consolidated Financial Statements’);
• the parent company financial statements of Unilever N.V. (‘the NV Company Accounts’); and
• the parent company financial statements of Unilever PLC (‘the PLC Company Accounts’);
each of which are defined below.
Our opinions and conclusions arising from our audit
1. Our opinions are unmodified
What we have audited
We have audited the Consolidated Financial Statements for the year ended 31 December 2019 which comprise the consolidated balance sheet as at 31
December 2019, the consolidated income statement, the consolidated statements of comprehensive income, changes in equity and the consolidated
cash flow statement for the year then ended and the notes to the Consolidated Financial Statements, including a summary of the accounting policies
and other explanatory information. In addition, KPMG Accountants N.V. has audited the NV Company Accounts (which comprise the company balance
sheet as at 31 December 2019, the company income statement, statement of comprehensive income and statement of changes in equity for 2019 and
the notes comprising a summary of the accounting policies and other explanatory information) and KPMG LLP has audited the PLC Company Accounts
(which comprise the company balance sheet as at 31 December 2019, the company statement of changes in equity and the notes to the PLC Company
Accounts, including the summary of the accounting policies and other explanatory information).
Our opinions
In our opinion:
•
the accompanying Consolidated Financial Statements give a true and
fair view of the financial position of the Group as at 31 December 2019
and of its result and its cash flows for the year then ended in accordance
with International Financial Reporting Standards as adopted by the
European Union (IFRS as adopted by the EU) and with Part 9 of Book 2 of
the Dutch Civil Code; and
the accompanying NV Company Accounts give a true and fair view
of the financial position of Unilever N.V. as at 31 December 2019 and
of its result for 2019 in accordance with United Kingdom accounting
standards, including FRS 101 Reduced Disclosure Framework and
Part 9 of Book 2 of the Dutch Civil Code.
•
•
•
•
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the
Dutch Standards on Auditing. Our responsibilities under those standards
are further described in the ‘Our responsibilities for the audit of financial
statements’ section of our report.
We are independent of the Unilever Group in accordance with the
Regulation regarding the Independence of Auditors in the case of
Assurance Engagements (“Verordening inzake de onafhankelijkheid
van accountants bij assurance-opdrachten” (ViO)) and other relevant
independence regulations in the Netherlands. Furthermore we have
complied with the Regulation Code of Conduct and Professional Practice
Auditors (“Verordening gedrags-en beroepsregels accountants” (VGBA)).
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
In our opinion:
•
the Consolidated Financial Statements and PLC Company Accounts
give a true and fair view of the state of the Group’s and of Unilever PLC’s
affairs as at 31 December 2019 and of the Group’s profit for the year
then ended;
the Consolidated Financial Statements have been properly prepared
in accordance with International Financial Reporting Standards as
adopted by the European Union (IFRS as adopted by the EU);
the PLC Company Accounts have been properly prepared in accordance
with United Kingdom accounting standards, including FRS 101 Reduced
Disclosure Framework; and
both the Consolidated Financial Statements and the PLC Company
Accounts have been prepared in accordance with the requirements
of the Companies Act 2006 and, as regards the Consolidated
Financial Statements, Article 4 of the IAS Regulation.
Additional opinion in relation to IFRS as issued by the IASB
As explained in the accounting policies set out in the Consolidated Financial
Statements, in addition to complying with its legal obligation to apply
IFRS as adopted by the EU, the Group has also applied IFRS as issued
by the International Accounting Standards Board (IASB). In our opinion,
the Consolidated Financial Statements have been properly prepared in
accordance with IFRS as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the Audit Committee.
We were appointed as auditor by the shareholders on 14 May 2014. The
period of total uninterrupted engagement is for the six financial years
ended 31 December 2019. We have fulfilled our ethical responsibilities
under, and we remain independent of the Group in accordance with, UK
ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited by that standard
were provided.
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Financial StatementsUnilever Annual Report and Accounts 2019 Independent Auditors’ Reports continued
Overview
Materiality
Consolidated Financial Statements as a whole
Coverage
Key Audit Matters – Consolidated Financial Statements
Recurring Key Audit
Matters
Revenue recognition - Discounts
Indirect tax contingent liabilities in Brazil
Uncertain direct tax transfer pricing provisions
€380 million (2018: €380 million)
4.6% (2018: 5.0%) of Group profit before taxation
79% (2018: 78%) of revenue
2. Key audit matters: Our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the Financial Statements and include the
most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit
matters, in decreasing order of audit significance, in arriving at our audit opinions above, together with our key audit procedures to address those matters
and, as required, where relevant, by law for public interest entities, our results from those procedures. These matters were addressed, and our results are
based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the Financial Statements as a whole, and in forming our
opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
The key audit matter
Our response and results
Revenue recognition -
Discounts
As discussed in the report of
the Audit Committee, note 2
(segment information), note
13 (trade and other current
receivables) and note 14 (trade
payable and other liabilities),
the rebate accrual was €3,476
million as of 31 December 2019
and €3,576 million as of 31
December 2018.
Procedures
The primary procedures we performed to address this key audit
matter included the following:
•
•
•
•
•
•
Tested certain internal controls within the revenue process
including controls over the calculation of the rebate accrual and
management review over the rebate accrual.
Within the relevant Group’s markets, used the prior year rebate
accrual together with our understanding of current year
developments to form an expectation of the rebate accrual at 31
December 2019. We compared this expectation against the actual
rebate accrual, completing further corroborative inquiries and
obtained underlying documentation as appropriate.
Tested a sample of the rebate accrual and compared to underlying
documentation, including the contracts.
Critically assessed manual journals posted to revenue to
identify unusual or irregular items and obtained underlying
documentation.
Developed an expectation of the current year revenue based
on trend analysis information, taking into account historical
sales and returns information, and our understanding of each
market and sector experience. We compared this expectation
against actual revenue and, where relevant, completed further
corroborative inquiries and obtained underlying documentation
as appropriate.
Assessed the Group’s disclosures in respect of the rebate accrual.
Our results
The results of our testing were satisfactory (2018: satisfactory).
Revenue is measured net of rebates, price
reductions, incentives given to customers,
promotional couponing and trade
communication costs (‘’discounts’’). Certain
discounts for goods sold in the year are only
finalised when the precise amounts are
known and revenue therefore includes an
estimate of variable consideration.
The variable consideration represents the
portion of discounts that are not directly
deducted on the invoice and is complex as a
result of diversity in the terms in contractual
arrangements with customers. The unsettled
portion of the variable consideration results
in discounts due to customers per
31 December 2019 (“rebate accrual”).
Therefore, there is a risk of revenue being
misstated as a result of incorrect calculations
of the variable consideration.
Within revenue recognition we identified
the rebate accrual as a key audit matter, as
in a number of markets the rebate accrual
is significant and the terms in contractual
arrangements with customers are not
uniform.
Therefore this is considered to be an area
which had a significant effect on our overall
audit strategy and allocation of resources
in planning and completing our audit as
significant effort was required in evaluating
the contractual arrangements and the
related rebate accrual.
There is also a risk that revenue may
be overstated due to fraud through
manipulation of the rebate accrual
recognised resulting from the pressure
local management may feel to achieve
performance targets.
80
Unilever Annual Report and Accounts 2019 The key audit matter
Our response and results
Indirect tax contingent
liabilities in Brazil
As discussed in the report
of the Audit Committee and
note 20 (commitments and
contingent liabilities), the
Brazil indirect tax contingent
liability (disclosure) was €2,235
million as of 31 December 2019
and €2,032 million as of 31
December 2018.
Uncertain direct
tax transfer pricing
provisions
Refer to the report of the Audit
Committee, note 6 (taxation)
and note 20 (commitments
and contingent liabilities).
Investment in
subsidiaries
Unilever N.V.
Refer to page 145 (accounting
policy) and note 6 (investments
in subsidiaries).
Unilever PLC
Refer to page 150 (accounting
policy) and note 2 (investments
in subsidiaries).
In Brazil, there is a high degree of complexity
involved in the local indirect tax regimes
(both state and federal), largely related to
a 2001 reorganisation of Unilever’s Brazil
corporate structure. Significant judgements
are made by the Unilever Group in assessing
the outcome of investigations by the
authorities if a liability exists, and in making
an estimate of a possible range of any
economic outflows.
We identified the assessment of indirect tax
contingent liabilities in Brazil as a key 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 Unilever Group with respect to this
matter, given the high degree of estimation
uncertainty has a particularly wide potential
extent of possible outcomes. Complex
auditor's judgement was also required in
assessing the outcome of investigations by
the authorities.
The Unilever 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 Unilever
Group 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 key
audit matter. Due to the complex nature of
transfer pricing across multiple jurisdictions,
there is judgement applied by the Unilever
Group with respect to interpretations of the
tax legislation and to assess the potential
outcome of investigations by the authorities.
Complex auditor’s judgement was also
required in assessing the potential outcome of
investigations by the authorities.
The carrying amount of the investments in
subsidiaries held at cost less impairment
represent 57% and 59% of Unilever N.V. and
Unilever PLC total assets respectively.
We do not consider the carrying amounts
of these investments to be at a high risk of
significant misstatement, or to be subject to
a significant level of judgement. However,
due to their materiality in the context of the
NV Company Accounts and PLC Company
Accounts, this is considered to be an area
which had significant effect on our overall
audit strategy and allocation of resources
in planning and completing our audits of
Unilever PLC and Unilever N.V.
Procedures
The primary procedures we performed to address this key audit
matter included the following:
•
Tested certain internal controls within the indirect tax process including
controls around the assessment of the outcome of investigations and
the quantification of the potential economic outflow.
We involved local indirect tax professionals with specialised skills
and knowledge to assist in assessing the appropriateness of the
contingent liabilities compared to the nature of the exposures,
applicable regulations and related correspondence with the tax
authorities.
Through inquiry with the Unilever Group’s external lawyers and
inspection of relevant information we assessed historical and
recent judgements passed by the court authorities in considering
any legal precedent or case law.
We inspected legal opinions from third party lawyers and
obtained formal confirmations from the Unilever Group’s
external lawyers.
•
•
•
Our results
The results of our testing were satisfactory (2018: satisfactory) and we
considered the Brazilian indirect tax contingent liability disclosures to
be acceptable (2018: acceptable).
Procedures
The primary procedures performed to address this key audit matter
included the following:
•
Tested certain controls within the income tax process including
controls around the assessment of the potential outcome of
investigations, the completeness of the exposures and the
recording and re-assessments of transfer pricing provisions.
We involved tax professionals with specialized skills and
knowledge to assist in:
•
•
assessing changes to the transfer pricing models for compliance
with applicable laws and regulations; and
evaluating a sample of exposures using our own expectations
based on our knowledge of the Unilever Group, considering
relevant judgements passed and investigations by authorities,
related correspondence with the tax authorities as well as
inspecting relevant tax opinions from third parties.
•
•
Assessed the Group’s disclosures in respect of direct tax
provisions and uncertain tax positions.
Our results
The results of our testing were satisfactory (2018: satisfactory). and
we found the level of direct tax provisions to be acceptable (2018:
acceptable).
Procedures
The primary procedures performed to address this key audit matter
included the following:
•
Compared the carrying amount of investments with the relevant
subsidiaries’ draft balance sheet to identify whether their net
assets, being an approximation of their minimum recoverable
amount, were in excess of their carrying amount and assessing
whether those subsidiaries have historically been profit-making.
Compared the carrying amount of the investment with the expected
value of the business based on a suitable multiple of the subsidiaries’
earnings or discounted cash flow analysis for the investments where
the carrying amount exceeded the net asset value.
Challenged the assumptions used in the multiple of the
subsidiaries’ earnings and discounted cash flow analysis based
on our knowledge of the Group and the markets in which the
subsidiaries operate.
Assessed the disclosures of Unilever PLC and Unilever N.V.
disclosures in respect of the investment in subsidiaries.
•
•
•
Our results
The results of our testing were satisfactory (2018: satisfactory).
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Financial StatementsUnilever Annual Report and Accounts 2019 Independent Auditors’ Reports continued
The key audit matter
Our response and results
Indefinite intangible
assets
Unilever N.V.
Refer to page 145 (accounting
policy) and note 5 (intangible
assets).
The carrying amount of intangible assets
represent 5.6% of Unilever N.V. total assets.
The carrying amount of these intangibles are
dependent on future cash flows and discount
rates which can be volatile. Recently acquired
brands are more prone to the estimation of
future royalties.
We do not consider the carrying amount of
these intangible assets to be at a high risk
of significant misstatement, or to be subject
to a significant level of judgement. However,
due to their materiality in the context of the
NV Company Accounts this is considered to
be an area which had significant effect on
our overall audit strategy and allocation of
resources in planning and completing our
audit of Unilever N.V.
Procedures
The primary procedures performed to address this key audit matter
included the following:
•
•
•
•
We compared the carrying amount for the relevant intangible
assets with its recoverable amount.
We involved valuation professionals with specialized skills and
knowledge to assist in assessing the discount rates, to evaluate
the recoverable amount.
Evaluated assumptions used, in particular those relating to
forecasted revenue growth and royalty rates and performed a
sensitivity analysis.
Assessed the disclosures: of Unilever N.V. disclosures in respect
of the indefinite intangible assets.
Our results
The results of our testing were satisfactory (2018: satisfactory).
3. Our application of materiality and an overview of the scope of our audit
Materiality
Based on our professional judgement, the materiality for the Consolidated Financial Statements as a whole was set at €380 million (2018: €380 million),
determined with reference to a benchmark of Group profit before taxation, of which it represents 4.6% (2018: 5.0%).
Materiality for KPMG Accountants N.V.’s audit of the NV Company Accounts as a whole was set at €209 million (2018: €275 million), determined with
reference to a benchmark of Unilever N.V. Net Assets, of which it represents 0.9% (2018: 1.1%). Materiality for KPMG LLP’s audit of the PLC Company
Accounts as a whole was set at £61 million (2018: £100 million), determined with reference to a benchmark of Unilever PLC Net Assets, of which it
represents 0.8% (2018: 2.9%).
We agreed to report to the Audit Committee that misstatements in excess of €20 million (2018: €20 million), €10 million (2018: €14 million) and £3
million (2018: £3 million) which are identified during the audit of the consolidated, NV Company Accounts and PLC Company Accounts respectively,
would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
Overall scope of our audit
The Group operates through a significant number of legal entities and these form reporting components that are primarily country based. To provide
sufficient coverage over the Group’s key audit matters, we performed audits of 15 components (2018: 15), which are included within ‘Audit for group
reporting purposes’ below, as well as audits of account balances including revenue and the related accounts receivables balances at a further 23
(2018: 23) components which are included within ‘Audit of account balances’ below. The latter were not individually financially significant enough to
require an audit for group reporting purposes but were included in the scope of our group reporting work in order to provide additional coverage.
The Group operates centralised operating centres in China, India, Mexico, Philippines and Poland that perform accounting and reporting activities
alongside related controls. Together, these operating centres process a substantial portion of the Group’s transactions. The outputs from the
centralised operating centres are included in the financial information of the reporting components they service and therefore they are not separate
reporting components. Each of the operating centres is subject to specified audit procedures. Further audit procedures are performed at each reporting
component to cover matters not covered at the centralised operating centres and together this results in audits for group reporting purposes on those
reporting components.
The components within the scope of our work accounted for the following percentages of the Group's results:
2019
Audits for group reporting purposes
Audits of account balances
Total
2018
Audits for group reporting purposes
Audits of account balances
Total
Number of
components
Group revenue
Total profits
and losses that
made up Group
profit before
taxation
Group total
assets
15
23
38
15
23
38
53%
26%
79%
52%
26%
78%
58%
20%
78%
69%
12%
81%
69%
7%
76%
72%
6%
78%
The remaining 21% (2018: 22%) of Group revenue, 22% (2018: 19%) of total profits and losses that made up Group profit before taxation and 24% (2018:
22%) of Group total assets is represented by a significant number of reporting components, none of which individually represented more than 3%
(2018: 3%) of any of Group revenue, total profits and losses that made up Group profit before taxation or Group assets. A substantial portion of these
components utilise the operating centres and are therefore subject to audit procedures performed at these operating centres. For these components,
we performed analysis at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement
within these.
82
Unilever Annual Report and Accounts 2019 3. Our application of materiality and an overview of the scope of our audit continued
The Group audit team instructed component auditors as to the significant areas to be covered, including the key audit matters detailed above and the
information to be reported back. The Group audit team approved the component materialities, which ranged from €1 million to €209 million (2018: €1
million to €275 million), having regard to the mix of size and risk profile of the Group across the components. The work on components was performed
by component auditors.
The Group audit team visited locations in Brazil, China, France, Germany, India, Indonesia, Netherlands, South Africa, Switzerland, UK, and USA (2018:
Brazil, China, France, Germany, India, Indonesia, Malaysia, Netherlands, Philippines, Singapore, South Africa, South Korea, UK, USA and Vietnam),
Telephone and/or online meetings were also held with these component auditors and the majority of the others that were not physically visited. The
findings reported to the Group audit team were discussed in more detail with component auditors and any further work required by the Group audit
team was then performed by the component auditors.
The work on 36 of the 38 components (2018: 36 of the 38 components) was performed by component auditors (KPMG member firms) and the audit of
the parent companies, were performed by the Group audit team.
Scope in relation to irregularities
Fraud
In accordance with the Dutch and UK standards on auditing we are responsible for obtaining reasonable assurance that the financial statements
taken as a whole are free from material misstatement, whether caused by fraud or error.
In our process of identifying fraud risks we assessed events or conditions that indicate an incentive or pressure to commit fraud or provide an
opportunity to commit fraud (‘fraud risk factors’) to determine how fraud risks are relevant to our audit. In this risk assessment we made use of our
own forensic professionals with specialised skills and knowledge to assist us in identifying the fraud risks. We communicated identified fraud risks
throughout our team and remained alert to any indications of fraud throughout the audit. This included communication from the group to component
audit teams of relevant fraud risks identified at group level.
Based on the auditing standards we addressed two fraud risks that were relevant to our audit, in relation to revenue recognition and management
override of controls. Based upon our analysis of fraud risk factors, we have not identified any additional fraud risks.
Our audit procedures included an evaluation of the design, implementation as well as the operating effectiveness of internal controls relevant to
mitigate these risks. We also performed substantive audit procedures, including detailed testing of high risk journal entries and the procedures
included within our response to the revenue recognition - discounts key audit matter described in section 2 of this report. Through these procedures, we
did not identify any material actual or suspected incidences of fraud.
In determining the audit procedures we made use of the Group’s evaluation in relation to fraud risk management (prevention, detections and
response), including the set-up of ethical standards to create a culture of honesty.
We communicated our risk assessment and audit response to the Directors and other management and the Audit Committee of the Supervisory Board.
Our audit procedures differ from a specific forensic fraud investigation, which investigation often has a more in-depth character. We do note that our
audit is based on the procedures described in line with applicable auditing standards and are not primarily designed to detect fraud.
Laws and regulations
We have evaluated facts and circumstances in order to assess laws and regulations relevant to the Group. In this evaluation we made use of our own
forensic professionals with specialised skills and knowledge to assist us in evaluating the facts and circumstances.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general
and sector experience, through discussion with the Directors and other management (as required by auditing standards) and discussed with the
Directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the
audit. This included communication from the Group to component audit teams of relevant laws and regulations identified at Group level.
The potential effect of these laws and regulations on the financial statements varies considerably.
•
•
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including taxation and financial reporting (including
related company legislation) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on
amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as
those most likely to have such an effect:
• Competition legislation (reflecting the Group’s involvement in a number of ongoing investigations by national competition authorities).
• Employment legislation (reflecting the Group’s significant and geographically diverse work force).
• Health and safety regulation (reflecting the nature of the Group’s production and distribution processes).
• Consumer product law such as product safety and product claims (reflecting the nature of the Group’s diverse product base).
• Contract legislation (reflecting the potential for the Group to infringe trademarks, copyright and patents).
• Data privacy (requirements from existing data privacy laws).
•
Environmental regulation (reflecting environmental impact restrictions, waste and contamination related to the Group’s production and
distribution processes).
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and
other management and inspection of regulatory and legal correspondence, if any. Through these procedures, we did not identify any additional actual
or suspected non-compliance outside of those previously identified by the Group in each of the above areas. We considered the effect of this as part of
our procedures on the related financial statement items. The identified actual or suspected non-compliance was not sufficiently significant to our audit
to result in our response being identified as a key audit matter.
We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the Directors and other management are
responsible for such internal control as the Directors and other management of the Company determine is necessary to enable the preparation of
the financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations.
Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in
the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.
The more distant non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements,
the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher
risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
83
Financial StatementsUnilever Annual Report and Accounts 2019 Independent Auditors’ Reports continued
3. Our application of materiality and an overview of the scope of our audit continued
Scope in relation to going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Companies or the Group or to
cease their operations, and as they have concluded that the Companies’ and the Group’s financial position means that this is realistic. They have also
concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a
year from the date of approval of the financial statements (“the going concern period”).
Our responsibility is to conclude on the appropriateness of the Directors’ conclusions and, had there been a material uncertainty related to going
concern, to make reference to that in this audit report. However, as we cannot predict all future events or conditions and as subsequent events may
result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material
uncertainty in this auditor's report is not a guarantee that the Group and the Companies will continue in operation.
In our evaluation of the Directors’ going concern assessment and conclusions, we considered the inherent risks to the Group’s and Companies’
business model and analysed how those risks might affect the Group’s and Companies’ financial resources or ability to continue operations over
the going concern period. The risks that we considered most likely to adversely affect the Group’s and Companies’ available financial resources
over this period were:
• continued slowdown in the broader macro-economic environment and therefore market growth;
•
• external pressures on gross margin through cost price inflation.
increased global and local competition; and
As these were risks that could potentially cast significant doubt on the Group’s and the Companies' ability to continue as a going concern, we
considered sensitivities over the level of available financial resources indicated by the Group’s financial forecasts taking account of reasonably
possible (but not unrealistic) adverse effects that could arise from these risks individually and collectively and evaluated the achievability of the actions
the Directors consider they would take to improve the position should the risks materialise. We also considered realistic second order impacts, such as
a major IT data breach, the loss of all material litigation cases and Brexit which could result in a rapid reduction of available financial resources.
We report on going concern as part of the section ‘Report on the other
information included in the Unilever Annual Report and Accounts 2019’ in
this report.
We have nothing to report on going concern
Based on this work, we are required to report to you if:
•
we have anything material to add or draw attention to in relation to the
Directors’ statement in note 1 to the financial statements on the use of
the going concern basis of accounting with no material uncertainties
that may cast significant doubt over the Group and PLC Company’s use
of that basis for a period of at least a year from the date of approval of
the financial statements; or the related statement under the UK Listing
Rules set out on page 78 is materially inconsistent with our audit
knowledge.
We have nothing to report in these respects, and we did not identify going
concern as a key audit matter.
Report on the other information included in the Unilever
Annual Report and Accounts 2019
We have nothing to report on the other information in the
Annual Report
4. Other reporting
The Directors are responsible for the other information presented in the
Unilever Annual Report and Accounts 2019 together with the Financial
Statements. Our opinion on the Financial Statements does not cover the
other information and, accordingly, we do not express an audit opinion
or, except as explicitly stated below, any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work, the
information therein is materially misstated or inconsistent with the
Financial Statements or our audit knowledge. Based solely on that work
we have not identified material misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
•
we have not identified material misstatements in the strategic report
and the Directors’ report;
in our opinion the information given in those reports for the financial
year is consistent with the Consolidated Financial Statements and the
PLC Company Accounts; and
in our opinion those reports have been prepared in accordance with
the Companies Act 2006.
In addition to the Consolidated Financial Statements, the NV Company
Accounts and our auditor’s report thereon, the Unilever Annual Report
and Accounts 2019 contains other information.
Based on the below procedures performed, we conclude that the
other information, including the Directors’ going concern statement as
included on page 78:
•
is consistent with the Financial Statements and does not contain
material misstatements; and
contains the information as required by Part 9 of Book 2 of the Dutch
Civil Code.
•
We have read the other information. Based on our understanding
obtained through our audit of the Consolidated Financial Statements and
the NV Company Accounts or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part
9 of Book 2 of the Dutch Civil Code and the Dutch Auditing Standard 720.
The scope of the procedures performed is substantially less than the scope
of those performed in our audit of the Consolidated Financial Statements
and the NV Company Accounts.
•
•
84
Unilever Annual Report and Accounts 2019 The Directors are responsible for the preparation of other information,
including the information as required by Part 9 of Book 2 of the Dutch Civil
Code.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
4. Other reporting continued
Report on other legal and regulatory requirements
Engagement
We were engaged as auditor of Unilever N.V. for the 2019 year by the
General Meeting on 1 May 2019 and have operated as statutory auditor
since the financial year 2014.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in
Article 5(1) of the EU Regulation on specific requirements regarding
statutory audit of public-interest entities.
Disclosures of emerging and principal risks and longer-term
viability
Based on the knowledge we acquired during our audit, we have nothing
material to add or draw attention to in relation to:
•
•
•
the Directors’ confirmation within the Viability Statement on page 34
that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its
business model, future performance, solvency and liquidity;
the Principal Risk Factors disclosures describing these risks and
explaining how they are being managed and mitigated; and
the Directors’ explanation in the Viability Statement of how they have
assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and
their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Under the UK Listing Rules we are required to review the Viability
Statement. We have nothing to report in this respect.
Our work is limited to assessing these matters in the context of only
the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report
on these statements is not a guarantee as to the Group’s and Unilever
PLC’s longer-term viability.
Corporate governance disclosures
We are required to report to you if:
•
we have identified material inconsistencies between the knowledge
we acquired during our audit and the Directors’ statement that they
consider that the Unilever Annual Report and Accounts 2019 taken
as a whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s position
and performance, business model and strategy;
the section of the Unilever Annual Report and Accounts 2019
describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee.
•
We are required to report to you if the Corporate Governance Statement
does not properly disclose a departure from the provisions of the UK
Corporate Governance Code specified by the UK Listing Rules for our
review.
We have nothing to report in these respects.
We have nothing to report on the other matters on which we
are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in
our opinion:
•
adequate accounting records have not been kept by the PLC Company,
or returns adequate for our audit have not been received from branches
not visited by us; or
the PLC Company Accounts and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration specified by law are not
made; or
we have not received all the information and explanations we
require for our audit.
•
•
•
We have nothing to report in these respects.
85
Financial StatementsUnilever Annual Report and Accounts 2019 Consolidated Financial Statements
Unilever Group
Directors’ and Audit Committee’s responsibilities
Directors’ responsibilities
Responsibilities
The Directors are responsible for:
•
the preparation and fair presentation of the Consolidated Financial
Statements in accordance with IFRSs as adopted by the EU and Part 9 of
Book 2 of the Dutch Civil Code, and for the preparation of the Report of
the Directors in accordance with Part 9 of Book 2 of the Dutch Civil Code;
the preparation and fair presentation of the NV Company Accounts in
accordance with United Kingdom accounting standards, including FRS
101 Reduced Disclosure Framework and Part 9 of Book 2 of the Dutch
Civil Code; and
such internal control as management determines is necessary to
enable the preparation of the Consolidated Financial Statements
and NV Company Accounts that are free from material misstatement,
whether due to fraud or error.
•
•
In preparing the Financial Statements, the Directors are responsible for
assessing the Group’s and Unilever N.V.’s ability to continue as a going
concern. Based on the financial reporting frameworks mentioned, the
Directors should prepare the Consolidated Financial Statements and NV
Company Accounts using the going concern basis of accounting unless
the Directors either intend to liquidate the Group and/or Unilever N.V.
or to cease operations, or have no realistic alternative but to do so. The
Directors should disclose in the Consolidated Financial Statements and
NV Company Accounts events and circumstances that may cast significant
doubt on the Group’s and/or Unilever N.V.’s ability to continue as a going
concern.
The Audit Committee is responsible for overseeing the Group’s financial
reporting process.
Our responsibilities for the audit of financial statements
Our objective is to plan and perform the audit to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of
assurance, which means we may not detect all material errors and fraud
during our audit.
Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements. The materiality affects the nature, timing and extent
of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
A further description of our responsibilities for the audit of the financial
statements is located at the website of de ‘Koninklijke Nederlandse
Beroepsorganisatie van Accountants’ (NBA, Royal Netherlands Institute
of Chartered Accountants) at: http://www.nba.nl/ENG_oob_01. This
description forms part of our independent auditor's report.
As explained more fully in their statement set out on page 78, the
Directors are responsible for the preparation of the Consolidated Financial
Statements and the PLC Company Accounts including being satisfied that
they give a true and fair view. They are also responsible for: such internal
control as they determine is necessary to enable the preparation of
Consolidated Financial Statements and PLC Company Accounts, that are
free from material misstatement, whether due to fraud or error; assessing
the Group and PLC Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and using the
going concern basis of accounting unless they either intend to liquidate
the Group or the PLC Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud, other irregularities (see above), or error, and to issue
our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud, other irregularities or error and are
considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the
basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website
at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the PLC Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and the
terms of our engagement by the PLC Company. Our audit work has been
undertaken so that we might state to the PLC Company’s members those
matters we are required to state to them in an auditor’s report, and the
further matters we are required to state to them in accordance with the
terms agreed with the PLC Company, and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the PLC Company and the PLC Company’s members,
as a body, for our audit work, for this report, or for the opinions we have
formed.
Jurgen te Nijenhuis
(External auditor)
KPMG Accountants N.V.
Amsterdam
4 March 2020
Signing
Nicholas Frost
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
London
4 March 2020
86
Unilever Annual Report and Accounts 2019 Consolidated income statement
for the year ended 31 December
Turnover
Operating profit
Which includes non-underlying item credits/(charges) of
Net finance costs
Finance income
Finance costs
Pensions and similar obligations
Net finance cost non-underlying items
Non-underlying item net monetary gain/(loss) arising from hyperinflationary economies
Share of net profit/(loss) of joint ventures and associates
Which includes non-underlying item credits/(charges) of
Other income/(loss) from non-current investments and associates
Profit before taxation
Taxation
Which includes tax impact of non-underlying items of
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Combined earnings per share
Basic earnings per share (€)
Diluted earnings per share (€)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Consolidated statement of comprehensive income
for the year ended 31 December
Net profit
Other comprehensive income
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(b)
Remeasurement of defined benefit pension plans
Items that may be reclassified subsequently to profit or loss, net of tax:
Gains/(losses) on cash flow hedges
Currency retranslation gains/(losses)
Fair value gains/(losses) on financial instruments(b)
Total comprehensive income
Attributable to:
Non-controlling interests
Shareholders’ equity
€ million
2019
€ million
2018
€ million
2017
Notes
(Restated)(a)
(Restated)(a)
2
2
3
5
3
1,3
11
3
51,980
50,982
53,715
8,708
12,639
(1,239)
3,176
(627)
224
(821)
(30)
–
32
176
3
-
(608)
135
(718)
(25)
–
122
185
32
22
8,957
(543)
(1,004)
157
(683)
(96)
(382)
–
155
–
18
8,289
12,360
8,126
6A
3
(2,263)
113
(2,572)
(288)
(1,670)
655
6,026
9,788
6,456
7
401
5,625
2.15
2.14
419
9,369
3.49
3.48
433
6,023
2.15
2.14
€ million
2019
€ million
2018
€ million
2017
Notes
(Restated)(a)
(Restated)(a)
6,026
9,788
6,456
6C
15B
15B
15B
29
353
176
(15)
–
51
(328)
(55)
(839)
–
–
1,282
(68)
(935)
(7)
6,569
8,617
6,728
407
6,162
407
8,210
381
6,347
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Classification was changed in 2018 following adoption of IFRS 9.
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 91 to 142, which form an integral part of the consolidated
financial statements.
87
Financial StatementsUnilever Annual Report and Accounts 2019
Consolidated Financial Statements
Unilever Group continued
Consolidated statement of changes in equity
for the year ended 31 December
Consolidated statement of changes in equity
31 December 2016 (as previously reported)
IFRS 16 restatement to 1 January 2017(a)
1 January 2017 (restated)(a)
Profit or loss for the period
Other comprehensive income net of tax:
Fair value gains/(losses) on financial instruments(b)
Remeasurement of defined benefit pension plans net of tax
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Repurchase of shares(c)
Other movements in treasury shares(e)
Share-based payment credit(f)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Other movements in equity
31 December 2017 (restated)(a)
Hyperinflation restatement to 1 January 2018 (see note 1)
1 January 2018 (restated)
Profit or loss for the period
Other comprehensive income,net of tax:
Gains/(losses) on:(b)
Equity instruments
Cash flow hedges
Remeasurement of defined benefit pension plans
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Repurchase of shares(c)
Cancellation of treasury shares(d)
Other movements in treasury shares(e)
Share-based payment credit(f)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Hedging gain/(loss) transferred to non-financial assets
Other movements in equity(g)
31 December 2018 (restated)(a)
Impact of adopting IFRIC 23 (see note 1)
1 January 2019 (restated)
Profit or loss for the period
Other comprehensive income,net of tax:
Gains/(losses) on:(b)
Equity instruments
Cash flow hedges
Remeasurement of defined benefit pension plans
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Cancellation of treasury shares(d)
Other movements in treasury shares(e)
Share-based payment credit(f)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Hedging gain/(loss) transferred to non-financial assets
Other movements in equity
31 December 2019
€ million
Called
up share
capital
€ million
Share
premium
account
€ million
€ million
€ million
Other
reserves
Retained
profit
Total
€ million
Non-
controlling
interests
484
–
484
134
–
134
(7,443)
23,179
16,354
(2)
(205)
(207)
(7,445)
22,974
–
6,023
16,147
6,023
(76)
–
(855)
(931)
–
1,282
(27)
7,278
–
(3,916)
(5,014)
(30)
–
–
–
–
(174)
284
–
–
(76)
1,282
(882)
6,347
(3,916)
(5,014)
(204)
284
–
(4)
(167)
(33)
(200)
130
(13,587)
26,413
13,440
–
–
393
130
(13,587)
26,806
–
9,369
393
13,833
9,369
51
(56)
(330)
(824)
8,210
(4,081)
(6,020)
–
(253)
196
–
(1)
71
11,359
5,625
25
176
352
(16)
6,162
(4,223)
–
(167)
151
–
5
32
51
(56)
–
(814)
(819)
–
(6,020)
5,069
(8)
–
–
–
71
76
25
176
–
(18)
183
–
9,416
64
–
–
–
32
(51)
–
–
(330)
(10)
9,029
(4,081)
–
(5,049)
(245)
196
–
–
–
–
–
352
2
5,979
(4,223)
(9,372)
(231)
151
–
–
–
(634)
(558)
129
(15,218)
26,022
11,397
–
–
(38)
(38)
129
(15,218)
25,984
–
5,625
–
–
–
–
–
–
–
–
–
–
(4)
–
–
–
–
–
–
–
–
–
–
–
–
–
(1)
–
–
–
–
–
–
–
–
–
–
–
–
–
5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
484
–
484
–
–
–
–
–
–
–
–
(20)
–
–
–
–
–
–
464
–
464
–
–
–
–
–
–
–
(44)
–
–
–
–
–
–
€ million
Total
equity
16,980
(207)
16,773
6,456
(75)
1,282
(935)
6,728
(3,916)
(5,014)
(204)
284
(345)
(4)
(104)
14,198
393
14,591
9,788
51
(55)
(328)
(839)
8,617
(4,081)
(6,020)
–
(253)
196
(342)
(1)
71
(661)
12,117
(38)
12,079
6,026
29
176
353
(15)
6,569
(4,223)
–
(167)
151
(435)
5
32
(125)
626
–
626
433
1
–
(53)
381
–
–
–
–
(345)
–
96
758
–
758
419
–
1
2
(15)
407
–
–
–
–
–
(342)
–
–
(103)
720
–
720
401
4
–
1
1
407
–
–
–
–
(435)
–
–
2
420
134
(5,574)
18,212
13,192
694
13,886
(76)
(127)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Classification was changed in 2018 following adoption of IFRS 9.
(c) 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.
(d)
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.
(e) Includes purchases and sales of treasury shares other than the share buyback programme, 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.
The share-based payment credit relates to the non-cash charge recorded in operating profit in respect of the fair value of share options and awards granted to employees.
(f)
(g) 2018 includes a €662 million premium paid for purchase of the non-controlling interest in Unilever South Africa from Remgro.
88
Unilever Annual Report and Accounts 2019 Consolidated balance sheet
Assets
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Pension asset for funded schemes in surplus
Deferred tax assets
Financial assets
Other non-current assets
Current assets
Inventories
Trade and other current receivables
Current tax assets
Cash and cash equivalents
Other financial assets
Assets held for sale
Total assets
Liabilities
Current liabilities
Financial liabilities
Trade payables and other current liabilities
Current tax liabilities
Provisions
Liabilities held for sale
Non-current liabilities
Financial liabilities
Non-current tax liabilities
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Provisions
Deferred tax liabilities
Other non-current liabilities
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium account
Other reserves
Retained profit
Non-controlling interests
Total equity
Total liabilities and equity
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
These financial statements have been approved by the Directors.
The Board of Directors
4 March 2020
€ million
31 December 2019
€ million
31 December 2018
Notes
(Restated)(a)
€ million
1 January 2018
(Restated)(a)
9
9
10
4B
6B
17A
11
12
13
17A
17A
22
15C
14
19
22
15C
4B
4B
19
6B
14
15A
15B
18,067
12,962
12,062
2,422
1,336
874
653
17,341
12,152
12,088
1,728
1,152
642
530
48,376
45,633
4,164
6,695
397
4,185
907
82
16,430
64,806
4,691
14,768
898
620
1
4,301
6,482
472
3,230
874
119
15,478
61,111
3,613
14,457
1,445
624
11
20,978
20,150
23,566
182
1,157
1,461
664
2,573
339
29,942
50,920
420
134
(5,574)
18,212
13,192
694
13,886
64,806
23,125
174
1,209
1,393
697
1,900
346
28,844
48,994
464
129
(15,218)
26,022
11,397
720
12,117
61,111
16,881
11,520
12,270
2,173
1,118
675
441
45,078
3,962
5,219
488
3,317
770
3,224
16,980
62,058
8,378
13,426
1,088
525
170
23,587
18,039
118
1,225
1,509
794
1,888
700
24,273
47,860
484
130
(13,587)
26,413
13,440
758
14,198
62,058
89
Financial StatementsUnilever Annual Report and Accounts 2019 Consolidated Financial Statements
Unilever Group continued
Consolidated cash flow statement
for the year ended 31 December
Net profit
Taxation
Share of net (profit)/loss of joint ventures/associates and other (income)/loss from
non-current investments and associates
Net monetary (gain)/loss arising from hyperinflationary economies
Net finance costs
Operating profit
Depreciation, amortisation and impairment
Changes in working capital:
Inventories
Trade and other receivables
Trade payables and other liabilities
Pensions and similar obligations less payments
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based compensation
Other adjustments(b)
Cash flow from operating activities
Income tax paid
Net cash flow from operating activities
Interest received
Purchase of intangible assets
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of businesses and investments in joint ventures and associates
Disposal of businesses, joint ventures and associates
Acquisition of other non-current investments
Disposal of other non-current investments
Dividends from joint ventures, associates and other non-current investments
(Purchase)/sale of financial assets
Net cash flow (used in)/from investing activities
Dividends paid on ordinary share capital
Interest paid
Net change in short-term borrowings
Additional financial liabilities
Repayment of financial liabilities
Capital element of lease payments
Buyback of preference shares
Repurchase of shares
Other movements on treasury shares
Other financing activities
Net cash flow (used in)/from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Cash and cash equivalents at the end of the year
€ million
2019
€ million
2018
€ million
2017
Notes
(Restated)(a)
(Restated)(a)
5
6,026
2,263
(176)
(32)
627
8,708
1,982
(9)
313
(445)
123
(260)
7
60
151
2
10,641
(2,532)
8,109
146
(210)
(1,316)
9,788
2,572
(207)
(122)
608
12,639
2,216
(793)
(471)
(1,298)
976
(128)
55
(4,313)
196
(260)
9,612
(2,294)
7,318
110
(203)
6,456
1,670
(173)
–
1,004
8,957
2,025
(68)
(104)
(506)
542
(904)
200
(298)
284
(153)
10,043
(2,164)
7,879
154
(158)
(1,329)
(1,509)
97
108
46
(1,122)
(1,336)
(4,896)
177
(160)
55
164
(68)
(2,237)
(4,209)
(694)
337
7,093
(94)
151
154
(10)
4,644
(4,066)
(571)
(4,026)
5,911
10,595
561
(317)
251
138
(149)
(5,879)
(3,916)
(574)
2,695
8,851
(4,912)
(6,594)
(2,604)
(435)
(481)
–
(497)
(448)
–
–
(201)
(464)
(6,020)
(5,014)
(257)
(693)
(204)
(309)
(4,667)
(12,113)
(2,020)
1,205
3,090
(179)
4,116
(151)
3,169
72
3,090
(20)
3,198
(9)
3,169
17A
(a) Restated following adoption of IFRS 16. See note 1 and 24 for further details.
(b) 2018 includes a non-cash credit of €277 million from early settlement of contingent consideration relating to Blueair.
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.
90
Unilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group
1. Accounting information and policies
The accounting policies adopted are the same as those which were
applied for the previous financial year, except as set out below under the
heading ‘Recent accounting developments’.
Basis of consolidation
The two parent companies, NV and PLC, together with their group companies,
operate as a single economic entity (the Unilever Group, also referred to as
Unilever or the Group). NV and PLC have the same Directors and are linked
by a series of agreements, including an Equalisation Agreement, which are
designed so that the positions of the shareholders of both companies are as
closely as possible the same as if they held shares in a single company.
The Equalisation Agreement provides that both companies adopt the same
accounting principles. It also requires that dividends and other rights and
benefits attaching to each ordinary share of NV, be equal in value to those
rights and benefits attaching to each ordinary share of PLC, as if each such
unit of capital formed part of the ordinary share capital of one and the same
company.
Due to the operational and contractual arrangements referred to above,
NV and PLC form a single reporting entity for the purposes of presenting
consolidated financial statements. Accordingly, the financial statements
of Unilever are presented by both NV and PLC as their respective
consolidated financial statements. Group companies included in the
consolidation are those companies controlled by NV or PLC. Control exists
when the Group has the power to direct the activities of an entity so as to
affect the return on investment.
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. 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 Financial Reporting Standards (IFRS) as adopted by the
European Union (EU), IFRIC Interpretations and in accordance with Part 9 of
Book 2 of the Civil Code in the Netherlands and the UK Companies Act 2006
applicable to companies reporting under IFRS. They are also in compliance
with IFRS as issued by the International Accounting Standards Board (IASB).
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
These financial statements have been prepared on a going concern basis.
Refer to the going concern statement on page 78.
Accounting policies
Accounting policies are included in the relevant notes to the consolidated
financial statements. These are presented as text highlighted in grey on
pages 91 to 142. The accounting policies below are applied throughout
the financial statements.
Foreign currencies
The consolidated financial statements are presented in euros. The
functional currencies of NV and PLC are euros and sterling respectively.
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 NV and PLC is translated in accordance with
the Equalisation Agreement. The difference between the value for PLC
and the value by applying the year-end rate of exchange is taken to other
reserves (see note 15B on page 118).
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
NV or PLC as appropriate, 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.
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 for 2018 and 2019. 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 2019
are:
• Total assets are reduced by €42 million;
•
•
• Monetary gain recognised of €32 million.
Turnover is reduced by €14 million;
Operating profit is reduced by €11 million; and
91
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
1. Accounting information and policies continued
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
Group’s 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. See note 21 for further information.
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.
•
The following judgements are those that management believe have the
most significant effect on the amounts recognised in the Group’s 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.
• Recognition and measurement of IFRS 16 assets and liabilities –
the Group adopted IFRS 16 on 1 January 2019 and restated all prior
periods that are reported. In recognising and measuring lease assets
and liabilities on the balance sheet, the Group applied judgement in
determining whether each contract is or contains a lease. This included
an assessment about whether the contract depends on a specified
asset, whether the Group obtains substantially all the economic
benefits from the use of that asset, and whether the Group has the
right to direct the use of that asset. The Group also exercised
judgement in determining the lease term as the non-cancellable term
of the lease, together with the impact of options to extend or terminate
the lease if it is reasonably certain to be exercised.
Recent accounting developments
Adopted by the group
The Group applied for the first-time amendments to the following standards from 1 January 2019.
Implementation progress and expected impact
The Group has adopted IFRS 16 Leases in its reporting from 1 January
2019, applying the standard using the ‘full retrospective’ approach,
and amounts relating to the years ended 31 December 2018 and
2017 have been restated in these financial statements.
The Group has recognised all leases on its balance sheet upon
transition to IFRS 16, except for short-term leases (less than a year)
and leases for low-value assets.
The impact of adopting IFRS 16 on the Group’s financial statements is
further detailed in note 24.
Applicable standard
IFRS 16 ‘Leases’
Key requirements or
changes in accounting policy
This standard changes the recognition,
measurement, presentation and disclosure
of leases. In particular it requires lessees to
record all leases on the balance sheet with
exemptions available for low value and
short-term leases. At the commencement of
a lease, a lessee recognises lease payments
(lease liability) and an asset representing the
right to use the asset during the lease term
(leased asset). Lessees subsequently reduce
the lease liability when paid and recognise
depreciation on the leased asset.
A lease liability is remeasured upon the
occurrence of certain events such as a
change in the lease term or a change in
an index or rate used to determine lease
payments. The remeasurement normally also
adjusts the leased asset.
The standard has no impact on the actual
cash flows of a group. However the standard
requires the capitalisation, and subsequent
depreciation, of costs that were previously
expensed as paid which impacts disclosures of
cash flows within the cash flow statement. The
amounts previously expensed as operating
cash outflows are instead capitalised and
presented as financing cash outflows.
IFRIC 23 ‘Uncertainty
over income tax
treatments’
This interpretation clarifies how entities
should reflect uncertainties over income tax
treatments.
The Group applies judgement in identifying uncertainties over income
tax treatments and has adjusted its uncertain tax provisions to be
in line with the new criteria. The Group has elected to recognise the
cumulative impact of €38 million within opening retained earnings.
92
Unilever Annual Report and Accounts 2019
Applicable standard
Amendments to IAS 19
‘Employee Benefits’
Key requirements or
changes in accounting policy
The change requires that following plan
amendments, curtailments or settlements,
current service and net interest costs for the
remainder of the reporting period should
be calculated in line with updated actuarial
assumptions.
Implementation progress and expected impact
The amendment is applied prospectively. During the period the
amendment had no impact on the Group financial statements.
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2019 were not applicable or material
to Unilever.
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 –
Amendments to IFRS 9,
IAS 39 and IFRS 7
Effective from the year ending
31 December 2020
IFRS 17 ‘Insurance
Contracts’
Effective from the year ending
31 December 2022
The amendments modify specific hedge accounting requirements so entities can continue to forecast future cash
flows assuming that the interest rate benchmark will 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 material derivatives that refer to an interest rate benchmark so these amendments will not have a
material impact on Unilever.
This standard introduces a new model for accounting for insurance contracts. Work continues to review existing
arrangements to determine the impact on adoption. Based on preliminary work the impact is estimated to be
immaterial.
All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 2020 onwards are not applicable or
material to Unilever.
2. Segment information
Segmental reporting
Beauty & Personal Care
– primarily sales of skin cleansing (soap, shower), skin care (face, hand and body moisturisers), hair care (shampoo,
conditioner, styling) and deodorants categories.
Foods & Refreshment
– primarily sales of ice cream, savoury (soups, bouillons, seasoning), dressings (mayonnaise, ketchup) and tea
categories.
Home Care
– primarily sales of fabric category (washing powders and liquids, rinse conditioners) and includes a wide range of
cleaning products.
Revenue
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group
companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade
communication costs and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from
the sales value on the invoice or off-invoice and settled later through credit notes when the precise amounts are known. Rebates are generally off-
invoice. Amounts provided for discounts at the end of a period require estimation; historical data and accumulated experience is used to estimate the
provision using the most likely amount method and in most instances the discount can be estimated using known facts with a high level of accuracy.
Any differences between actual amounts settled and the amounts provided are not material and recognised in the subsequent reporting period.
Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has
transferred to our customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but
depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the
appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory.
Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2019, an estimate has been made of
goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory that
is estimated to return to Unilever using a best estimate based on accumulated experience.
Some of our customers are distributors who may be able to return unsold goods in consignment arrangements.
Underlying operating profit
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying operating
profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources
and assessing performance of segments. Underlying operating margin is calculated as underlying operating profit divided by turnover.
93
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
2. Segment information continued
Our segments are comprised of similar product categories. 9 categories (2018: 9; 2017: 10) 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
Fabric
Ice cream
Hair care
Savoury
Skin cleansing
Deodorants
Skin care
Tea
Dressings
Spreads
Other
Segment
Home Care
Foods & Refreshment
Beauty & Personal Care
Foods & Refreshment
Beauty & Personal Care
Beauty & Personal Care
Beauty & Personal Care
Foods & Refreshment
Foods & Refreshment
Foods & Refreshment
2019
15%
13%
12%
11%
10%
8%
8%
6%
5%
-
12%
2018
2017
15%
13%
12%
11%
10%
8%
7%
6%
5%
3%
10%
15%
13%
11%
11%
10%
8%
6%
5%
6%
6%
9%
The group operating segment information is provided based on three product areas: Beauty & Personal Care, Foods & Refreshment and Home Care
€ million
Beauty &
Personal Care
€ million
Foods &
Refreshment
Notes
€ million
Home
Care
€ million
Total
2019
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
2018 (Restated)(a)
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
2017 (Restated)(a)
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
3
3
3
21,868
4,520
440
4,960
1
693
62
105
20,624
4,165
378
4,543
(1)
686
102
122
20,697
4,140
272
4,412
8
641
164
80
19,287
2,811
571
3,382
171
902
56
159
20,227
7,287
(3,711)
3,576
183
949
102
164
22,444
3,657
121
3,778
143
1,059
174
191
10,825
1,377
228
1,605
4
369
50
46
10,131
1,187
157
1,344
3
373
46
263
10,574
1,160
150
1,310
4
325
79
48
51,980
8,708
1,239
9,947
176
1,964
168
310
50,982
12,639
(3,176)
9,463
185
2,008
250
549
53,715
8,957
543
9,500
155
2,025
417
319
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non-underlying activities.
(c) Other non-cash charges within non-underlying items includes movements in restructuring provisions and certain legal provisions (in 2018 and 2017).
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 Unilever
Leadership Executive (ULE).
94
Unilever Annual Report and Accounts 2019 2. Segment information continued
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current assets for these two countries
combined, for the United States (being the largest country outside the home countries) and for all other countries are:
2019
Turnover
Non-current assets(b)
2018 (Restated)(a)
Turnover
Non-current assets(b)
2017 (Restated)(a)
Turnover
Non-current assets(b)
€ million
Netherlands
/United
Kingdom
€ million
€ million
€ million
United
States
Others
Total
3,508
4,705
8,702
13,326
39,770
25,714
51,980
43,744
3,679
4,336
8,305
38,998
50,982
12,471
25,304
42,111
3,849
4,101
8,532
12,110
41,334
24,901
53,715
41,112
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(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 on page 89. Goodwill is attributed to the countries where the 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 Group’s 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.
2019
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
2018 (Restated)(a)
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
2017 (Restated)(a)
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
€ million
Asia/
AMET/RUB(b)
€ million
The
Americas
€ million
€ million
Europe
Total
24,129
16,482
11,369
51,980
4,418
439
4,857
(5)
2,683
395
3,078
126
1,607
405
2,012
55
8,708
1,239
9,947
176
22,868
16,020
12,094
50,982
4,824
3,621
4,194
12,639
(437)
(892)
(1,847)
(3,176)
4,387
2,729
2,347
9,463
–
114
71
185
23,266
3,847
306
4,153
12
17,525
3,120
(23)
3,097
112
12,924
53,715
1,990
260
2,250
31
8,957
543
9,500
155
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on an arm’s length basis.
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.
95
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
3. Operating costs and non-underlying items continued
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 one-off items within
operating profit. 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.
Turnover
Cost of sales
of which:
Distribution costs
Production costs
Raw and packaging materials and goods purchased for resale
Other
Gross profit
Selling and administrative expenses
of which:
Brand and marketing investment
Overheads
of which: Research and development
Non-underlying items within operating profit before tax
Operating profit
€ million
2019
€ million
2018
€ million
2017
(Restated)(a)
(Restated)(a)
51,980
(29,102)
50,982
(28,703)
53,715
(30,484)
(3,089)
(3,701)
(20,769)
(1,543)
22,878
(12,931)
(7,272)
(5,659)
(840)
(1,239)
8,708
(3,057)
(3,732)
(20,516)
(1,398)
22,279
(12,816)
(7,150)
(5,666)
(900)
3,176
12,639
(3,202)
(4,190)
(21,587)
(1,505)
23,231
(13,731)
(7,575)
(6,156)
(900)
(543)
8,957
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Exchange losses within operating costs are €41 million (2018: €49 million; 2017: €214 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.
Non-underlying items within operating profit before tax
Acquisition and disposal-related costs(a)
Gain/(loss) on disposal of group companies(b)
Restructuring costs(c)
Impairments(d)
One-off items(e)
Tax on non-underlying items within operating profit(f)
Non-underlying items within operating profit after tax
Non-underlying items not in operating profit but within net profit before tax
Premium paid on buyback of preference shares
Share of gain on disposal of Spreads business in Portugal JV
Net monetary gain arising from hyperinflationary economies
Tax impact of non-underlying items not in operating profit but within net profit(f)
Impact of US tax reform(g)
Taxes related to the reorganisation of our European business
Hyperinflation adjustment for Argentina deferred tax
Non-underlying items not in operating profit but within net profit after tax
Non-underlying items after tax(h)
Attributable to:
Non-controlling interest
Shareholders' equity
€ million
2019
€ million
2018
€ million
2017
(1,239)
(132)
70
(1,159)
(18)
–
309
(930)
35
–
3
32
(196)
–
(175)
(21)
(161)
(1,091)
3176
76
4,331
(914)
(208)
(109)
(259)
2,917
154
–
32
122
(29)
(29)
–
–
125
3,042
(28)
(1,063)
18
3,024
(543)
(159)
334
(638)
–
(80)
77
(466)
(382)
(382)
–
–
578
578
–
–
196
(270)
(8)
(262)
(a) 2018 includes a credit of €277 million from early settlement of contingent consideration relating to Blueair.
(b)
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. 2017 includes a gain of €309 million
from the sale of AdeS soy beverage business in Latin America.
Restructuring costs are comprised of various supply chain optimisation projects and organisational change programmes across markets all of which have been further
accelerated during 2019.
2019 includes a charge of €18 million relating to an impairment of goodwill for a local business classified to held for sale. 2018 includes a charge of €208 million relating to
impairment of Blueair intangible asset.
2018 includes a charge of €98 million for litigation matters comprised of €48 million for UK pension obligations and €50 million for legal cases in relation to investigations by
national competition authorities. 2017 includes an €80 million charge for legal cases in relation to investigations by national competition authorities including those within
Italy and South Africa.
Tax impact of non-underlying items shown in the income statement is the total of tax on non-underlying items within operating profit and the tax impact of non-underlying
items not in operating profit but within net profit.
On 22 December 2017, HR1, formerly known as the Tax Cuts and Jobs Act was signed into law in the United States. As a result, tax benefit of €578 million was recognised in 2017,
primarily due to re-measurement of deferred tax assets and liabilities at the new lower 21% federal tax rate.
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.
(c)
(d)
(e)
(f)
(g)
(h)
96
Unilever Annual Report and Accounts 2019 4. Employees
4A. Staff and management costs
Staff costs
Wages and salaries
Social security costs
Other pension costs
Share-based compensation costs
Average number of employees during the year
Asia/AMET/RUB
The Americas
Europe
Key management compensation
Salaries and short-term employee benefits
Post-employment benefits
Share-based benefits(a)
Of which: Executive Directors
Other(b)
Non-Executive Directors’ fees
€ million
2019
€ million
2018
€ million
2017
(5,364)
(5,346)
(5,416)
(541)
(334)
(151)
(571)
(439)
(196)
(613)
(399)
(284)
(6,390)
(6,552)
(6,712)
'000
2019
84
40
29
153
'000
2018
'000
2017
88
40
30
158
93
41
31
165
€ million
2019
€ million
2018
€ million
2017
(42)
–
(16)
(58)
(9)
(49)
(2)
(60)
(40)
–
(13)
(53)
(13)
(40)
(2)
(55)
(34)
–
(26)
(60)
(17)
(43)
(2)
(62)
(a)
Share-based benefits are shown based on the expense recognised in the income statement. Share-based benefits compensation for key management on a vesting
basis is €17 million (2018: €19 million; 2017: €20 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.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors’ remuneration report on pages 60 to 77.
97
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
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 84% of the defined benefit liabilities, are formally valued every year. Other material plans,
accounting for a further 12% 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 company’s 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 Netherlands. In the UK, we operate a combination of an open
career average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. 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 Group’s 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 plan’s stakeholders. They
are tasked with periodic reviews of the solvency of the fund 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 company’s policies and decision-
making on plan matters, including but not limited to design, funding, investments, risk management and governance.
Investment strategy
The Group’s 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
Unilever’s internal investment company, the Univest Company.
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).
Discount rate
Inflation
Rate of increase in salaries
Rate of increase for pensions in payment (where provided)
Rate of increase for pensions in deferment (where provided)
Long-term medical cost inflation
31 December 2019
Other post-
employment
benefit plans
Defined benefit
pension plans
31 December 2018
Other post-
employment
benefit plans
Defined benefit
pension plans
1.9%
2.3%
2.9%
2.2%
2.4%
n/a
3.9%
n/a
3.0%
n/a
n/a
5.4%
2.7%
2.5%
2.8%
2.4%
2.6%
n/a
4.8%
n/a
3.0%
n/a
n/a
5.3%
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 7% to the long-
term rate within the next five years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
98
Unilever Annual Report and Accounts 2019 4B. Pensions and similar obligations continued
For the UK and Netherlands pension plans, representing approximately 69% of all defined benefit pension liabilities, the assumptions used at
31 December 2019 and 2018 were:
Discount rate
Inflation
Rate of increase in salaries
Rate of increase for pensions in payment
(where provided)
Rate of increase for pensions in deferment
(where provided)
Number of years a current pensioner is
expected to live beyond age 65:
Men
Women
Number of years a future pensioner currently
aged 45 is expected to live beyond age 65:
Men
Women
United Kingdom
Netherlands
2019
2.0%
2.9%
3.2%
2.8%
2.8%
21.6
23.4
22.6
24.6
2018
2.8%
3.2%
3.1%
3.1%
3.1%
22.1
24.0
22.7
25.6
2019
1.1%
1.5%
2.0%
1.5%
2018
1.8%
1.6%
2.1%
1.6%
1.5%
1.6%
22.6
24.1
24.5
26.2
22.5
24.0
24.4
26.1
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 2019 above have been translated from the following tables:
UK: The year of use S3 series all pensioners ("S3PMA" and "S3PFA_M") tables have been adopted, which are based on the experience of UK pension
schemes over the period 2009-2016. Scaling factors are applied reflecting the experience of our pension funds appropriate to the member’s gender and
status. Future improvements in longevity have been allowed for in line with the 2018 CMI core projections (Sk = 7.0 and "A" parameter = 0.0%) and a 1.0%
long-term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2018 table is used with correction factors (2017) 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.
Income statement
The charge to the income statement comprises:
Charged to operating profit:
Defined benefit pension and other benefit plans:
Current service cost
Employee contributions
Special termination benefits
Past service cost including (losses)/gains on curtailments
Settlements
Defined contribution plans
Total operating cost
Finance income/(cost)
Net impact on the income statement (before tax)
Statement of comprehensive income
Notes
€ million
2019
€ million
2018
€ million
2017
(216)
17
(5)
65
(2)
(193)
(334)
(30)
(364)
(220)
17
(16)
(41)
–
(179)
(439)
(25)
(464)
(245)
18
(4)
23
4
(195)
(399)
(96)
(495)
4A
5
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.
Return on plan assets excluding amounts included in net finance income/(cost)
Actuarial gains/(losses) arising from changes in demographic assumptions
Actuarial gains/(losses) arising from changes in financial assumptions
Experience gains/(losses) arising on pension plan and other benefit plan liabilities
Change in asset ceiling, excluding amounts included in finance cost
Total of defined benefit costs recognised in other comprehensive income
€ million
2019
2,385
183
(2,138)
(12)
(37)
381
€ million
2018
(1,108)
42
611
18
–
(437)
€ million
2017
1,475
222
(210)
133
–
1,620
99
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
4B. Pensions and similar obligations continued
Balance sheet
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
Fair value of assets
Present value of liabilities
Computed net assets/(liabilities)
Irrecoverable surplus(a)
Net pension assets/(liabilities)
Of which in respect of:
Funded plans in surplus:
Liabilities
Assets
Aggregate Surplus:
Irrecoverable surplus
Pension asset net of liabilities
Funded plans in deficit:
Liabilities
Assets
Pension liability net of assets
Unfunded plans:
Pension liability
€ million 2019
Other post-
employment
benefit plans
Pension plans
€ million 2018
Other post-
employment
benefit plans
Pension plans
23,749
(23,438)
311
(37)
274
(17,772)
20,229
2,457
(37)
2,420
(4,657)
3,520
(1,137)
14
(484)
(470)
–
(470)
–
2
2
–
2
(32)
12
(20)
20,867
(21,288)
(421)
–
(421)
(16,182)
17,909
1,727
–
1,727
(4,149)
2,958
(1,191)
13
(466)
(453)
–
(453)
–
1
1
–
1
(30)
12
(18)
(1,009)
(452)
(957)
(436)
(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.
Reconciliation of change in assets and liabilities
Movements in assets during the year:
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.
1 January
Employee contributions
Settlements
Actual return on plan assets (excluding amounts
in net finance income/charge)
Change in asset ceiling, excluding amounts
included in finance cost
Interest income
Employer contributions
Benefit payments
Currency retranslation
Others
31 December
UK Netherlands
Rest of
world
€ million
2019
Total
UK Netherlands
Rest of
world
€ million
2018
Total
10,329
4,996
5,555
20,880
11,038
5,357
5,987
22,382
–
–
–
–
17
–
17
–
–
–
–
–
17
(1)
17
(1)
1,233
588
564
2,385
(459)
(303)
(346)
(1,108)
–
292
94
(455)
629
–
–
89
14
(37)
192
293
(37)
573
401
(165)
(588)
(1,208)
–
–
84
2
713
2
–
274
95
(472)
(147)
–
–
95
14
–
182
274
–
551
383
(166)
(561)
(1,199)
–
(1)
12
(9)
(135)
(10)
12,122
5,522
6,082
23,726
10,329
4,996
5,555
20,880
100
Unilever Annual Report and Accounts 2019 4B. Pensions and similar obligations continued
Movements in liabilities during the year:
UK Netherlands
1 January
Current service cost
Special termination benefits
Past service costs including (losses)/gains
on curtailments
Settlements
Interest cost
Actuarial gain/(loss) arising from changes
in demographic assumptions
Actuarial gain/(loss) arising from changes
in financial assumptions
Actuarial gain/(loss) arising from experience
adjustments
Benefit payments
Currency retranslation
Others
(9,739)
(104)
–
56
–
(276)
157
(955)
(44)
455
(551)
–
Rest of
world
(7,351)
(108)
(5)
€ million
2019
Total
UK Netherlands
Rest of
world
€ million
2018
Total
(21,754)
(216)
(5)
(10,255)
(109)
–
(4,913)
(4)
–
(7,775)
(107)
(16)
(22,943)
(220)
(16)
(4,664)
(4)
–
–
–
(82)
9
(2)
(245)
65
(2)
(603)
(46)
–
(254)
14
12
183
–
(511)
(672)
(2,138)
351
(15)
165
–
–
47
588
(77)
(20)
(12)
1,208
(628)
(20)
(45)
472
147
–
8
–
(87)
53
84
37
166
–
(8)
(3)
1
(235)
(41)
1
(576)
(11)
42
176
611
26
561
14
18
18
1,199
161
10
31 December
(11,001)
(5,097)
(7,824)
(23,922)
(9,739)
(4,664)
(7,351)
(21,754)
Movements in (deficit)/surplus during the year:
1 January
Current service cost
Employee contributions
Special termination benefits
Past service costs including (losses)/gains
on curtailments
Settlements
Actual return on plan assets (excluding amounts
in net finance income/charge)
Interest cost
Interest income
Actuarial gain/(loss) arising from changes
in demographic assumptions
Actuarial gain/(loss) arising from changes
in financial assumptions
Actuarial gain/(loss) arising from experience
adjustments
Employer contributions
Benefit payments
Currency retranslation
Change in asset ceiling, excluding amounts
included in finance cost
Others
UK Netherlands
UK Netherlands
590
(104)
–
–
56
–
1,233
(276)
292
332
(4)
–
–
–
–
588
(82)
89
Rest of
world
(1,796)
(108)
17
(5)
9
(2)
€ million
2019
Total
(874)
(216)
17
(5)
65
(2)
564
(245)
192
2,385
(603)
573
157
14
12
183
–
(955)
(511)
(672)
(2,138)
351
(44)
94
–
78
–
–
(15)
14
–
–
–
–
47
293
–
7
(37)
(18)
(12)
401
–
85
(37)
(18)
(196)
783
(109)
–
–
(46)
–
(459)
(254)
274
(45)
95
–
–
–
–
Rest of
world
(1,788)
(107)
17
(16)
(3)
–
€ million
2018
Total
(561)
(220)
17
(16)
(41)
–
(346)
(235)
182
(1,108)
(576)
551
(11)
42
176
611
26
274
–
26
–
9
18
383
–
26
–
–
444
(4)
–
–
8
–
(303)
(87)
95
53
84
37
14
–
–
–
(9)
31 December
1,121
425
(1,742)
590
332
(1,796)
(874)
The actual return on plan assets during 2019 was €2,958 million, being €2,385 million of asset returns and €573 million of interest income shown in the
tables above (2018: €(557) million).
Movements in irrecoverable surplus during the year:
1 January
Change in asset ceiling, excluding amounts
included in finance cost
31 December
UK Netherlands
–
–
–
–
–
–
Rest of
world
€ million
2019
Total
–
(37)
(37)
–
(37)
(37)
UK Netherlands
–
–
–
–
–
–
Rest of
world
€ million
2018
Total
–
–
–
–
–
–
No amounts were included in finance cost in respect of irrecoverable surplus in 2019 or 2018.
101
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
4B. Pensions and similar obligations continued
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:
Duration (years)
Active members
Deferred members
Retired members
(a) Rest of world numbers shown are weighted averages by liabilities.
Plan assets
UK Netherlands
18
14%
34%
52%
19
14%
41%
45%
Rest of
world(a)
2019
Total
13
7 to 23
21%
17%
62%
16%
31%
53%
UK Netherlands
Rest of
world(a)
2018
Total
17
12%
33%
55%
18
15%
38%
47%
12
21%
16%
63%
7 to 23
15%
29%
56%
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:
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.
Total plan assets
Assets
Equities total
Europe
North America
Other
Fixed income total
Government bonds
Investment grade corporate bonds
Other fixed income
Private equity
Property and real estate
Hedge funds
Other
Other plans
Assets/fund (liabilities) that are not employee
benefits
€ million
31 December 2019
Rest of
world
2019
Total
UK Netherlands
€ million
31 December 2018
Rest of
world
2018
Total
UK Netherlands
12,122
5,522
6,105
23,749
10,329
4,996
5,542
20,867
4,173
930
2,312
931
5,317
2,711
1,120
1,486
325
916
688
454
–
1,831
1,752
517
825
489
2,795
765
542
1,488
65
491
–
289
–
583
707
462
3,250
1,369
1,272
609
6
321
69
415
300
7,756
2,030
3,844
1,882
11,362
4,845
2,934
3,583
396
1,728
757
1,158
300
3,182
731
1,723
728
4,963
2,474
984
1,505
363
852
663
435
–
1,594
1,505
480
714
400
2,595
769
502
1,324
82
451
–
293
–
451
682
372
2,947
1,253
1,167
527
2
276
120
389
312
6,281
1,662
3,119
1,500
10,505
4,496
2,653
3,356
447
1,579
783
1,117
312
Derivatives
249
51
(8)
292
(129)
(19)
(9)
(157)
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 55% for interest rate and 55%
for inflation for the UK plan and 32% 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 commodities, cash and insurance contracts which are also
unquoted assets.
Equity securities include Unilever securities amounting to €12 million (0.05% of total plan assets) and €12 million (0.1% of total plan assets) at 31
December 2019 and 2018 respectively. Property includes property occupied by Unilever amounting to €30 million at 31 December 2019 (2018: €28 million).
The pension assets above exclude the assets in a Special Benefits Trust amounting to €54 million (2018: €59 million) to fund pension and similar liabilities
in the United States (see also note 17A on page 129).
Sensitivities
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Discount rate
Inflation rate
Life expectancy
Long-term medical cost inflation(b)
Change in assumption
Increase by 0.5%
Increase by 0.5%
Increase by 1 year
Increase by 1.0%
Change in liabilities
Netherlands
Total
-9%
9%
5%
0%
-8%
6%
5%
3%
UK
-8%
6%
5%
0%
(b) Long-term medical cost inflation only relates to post-retirement medical plans.
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
102
Unilever Annual Report and Accounts 2019 4B. Pensions and similar obligations continued
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.
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:
Company contributions to funded plans:
Defined benefit(a)
Defined contributions
Benefits paid by the company in respect of unfunded plans:
Defined benefit
Group cash flow in respect of pensions and similar benefits
€ million
2020
Estimate
340
210
150
700
€ million
2019
€ million
2018
€ million
2017
244
193
157
594
238
179
144
561
954
195
151
1,300
(a) Following the conclusion of the 2019 Funding valuation of the US Unicare Pension plan, the Group will contribute $100 million into the plan in 2020.
Deficit contributions to the US pension plan are expected to be nil for the following few years. Following the conclusion of the 2016 triennial valuation
of the UK pension fund the Group, in agreement with the trustees, decided to contribute £600 million into the fund in 2017. Following conclusion of the
2019 triennial valuation of the UK pension fund, deficit contributions to this fund are expected to be nil for the next few years.
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislations.
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 2019 the Group had share-based compensation plans in the form of performance shares and other share awards.
The numbers in this note include those for Executive Directors shown in the Directors’ Remuneration Report on pages 60 to 77 and those for key
management shown in note 4A on page 97. 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
Performance share plans
Other plans
Performance share plans
€ million
2019
€ million
2018
€ million
2017
(142)
(9)
(151)
(183)
(13)
(196)
(273)
(11)
(284)
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 will vest in February 2021. No further 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 (limits for Executive Directors may vary, and are detailed in the Directors’
Remuneration Report on pages 60 to 77).
The MCIP allows Unilever’s 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 will vest after four years.
Under the GSIP, Unilever’s managers received annual awards of NV and 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 will vest after three years.
A summary of the status of the Performance Share Plans as at 31 December 2019, 2018 and 2017 and changes during the years ended on these dates is
presented below:
Outstanding at 1 January
Awarded
Vested
Forfeited
Outstanding at 31 December
2019
Number
of shares
2018
Number
of shares
2017
Number
of shares
13,634,518
13,684,747
14,818,060
4,538,771
6,870,882
4,962,345
(6,041,011)
(5,854,388)
(4,723,861)
(994,477)
(1,066,723)
(1,371,797)
11,137,801
13,634,518
13,684,747
103
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
4C. Share-based compensation plans continued
Share award value information
2019
2018
2017
Fair value per share award during the year
€48.22
€42.44
€42.59
Additional information
At 31 December 2019 shares and options in NV or PLC totalling 11,944,106 (2018: 14,595,111) were outstanding in respect of share-based compensation
plans of NV, PLC and its subsidiaries, including North American plans.
To satisfy the options and awards granted, certain NV group companies hold 12,419,009 (2018: 15,010,429) ordinary shares of NV or PLC. Shares acquired
during 2019 represent 0.14% of the Group’s called up share capital. The balance of shares held in connection with share plans at 31 December 2019
represented 0.47% (2018: 0.5%) of the Group’s called up share capital.
The book value of €640 million (2018: €704 million) of all shares held in respect of share-based compensation plans for both NV and PLC is eliminated on
consolidation by deduction from other reserves. Their market value at 31 December 2019 was €635 million (2018: €700 million).
At 31 December 2019 the exercise price of nil PLC and NV options (2018: nil) were above the market price of the shares.
Shares held to satisfy options and awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between
the purchase price of the shares held to satisfy options and awards granted and the proceeds received for the shares, whether on exercise or lapse, are
charged to reserves.
Between 31 December 2019 and 20 February 2020 (the latest practicable date for inclusion in this report), nil shares were granted, 2,848,795 shares were
vested and 123,506 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
Finance costs
Bank loans and overdrafts
Interest on bonds and other loans(b)
Interest on lease liabilities
Dividends paid on preference shares(c)
Net gain/(loss) on transactions for which hedge accounting is not applied
On foreign exchange derivatives
Exchange difference on underlying items(d)
Finance income(e)
Pensions and similar obligations
Net finance costs before non-underlying items(f)
Premium paid on buyback of preference shares
Notes
€ million
2019
€ million
2018
(Restated)(a)
€ million
2017
(Restated)(a)
(821)
(46)
(617)
(100)
–
(58)
(321)
263
224
(30)
(627)
–
(627)
(718)
(44)
(560)
(127)
–
13
144
(131)
135
(25)
(608)
–
(608)
(683)
(46)
(519)
(127)
(4)
13
384
(371)
157
(96)
(622)
(382)
(1004)
4B
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b)
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 €(6) million (2018: €(15) million) relating to unwinding of discount on deferred consideration for acquisitions
and €Nil million (2018: €38 million) release of provision for interest on indirect tax cases in Brazil for which a federal tax amnesty has been applied.
(c) Preference shares were repurchased in 2017.
(d)
2019 includes €40 million (2018: Nil) finance cost due to change in functional currency in group's 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.
Includes an amount of €70 million (2018: Nil) that relates to interest on tax settlement in Brazil.
(e)
(f) See note 3 for explanation of non-underlying items.
104
Unilever Annual Report and Accounts 2019 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
Current tax
Current year
Over/(under) provided in prior years
Deferred tax
Origination and reversal of temporary differences
Changes in tax rates
Recognition of previously unrecognised losses brought forward
€ million
2019
€ million
2018
(Restated)(a)
€ million
2017
(Restated)(a)
(2,098)
119
(1,979)
(255)
(59)
30
(284)
(2,647)
(10)
(2,657)
5
(12)
92
85
(2,398)
(21)
(2,419)
53
604
92
749
(2,263)
(2,572)
(1,670)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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
Computed rate of tax(b)
Differences between computed rate of tax and effective tax rate due to:
Incentive tax credits
Withholding tax on dividends
Expenses not deductible for tax purposes
Irrecoverable withholding tax
Income tax reserve adjustments – current and prior year
Transfer to/(from) unrecognised deferred tax assets
Others
Underlying effective tax rate
Non-underlying items within operating profit(c)
Premium paid on Buyback of preference shares(c)
Impact of US tax reform(c)
Impact of Spreads disposal(c)
Taxes related to the reorganisation of our European business(c)
Effective tax rate
%
2019
%
2018
(Restated)(a)
%
2017
(Restated)(a)
24
(2)
3
1
1
–
(2)
1
26
–
–
–
–
2
28
25
(3)
2
1
1
1
–
(1)
26
(1)
–
–
(4)
–
21
26
(4)
2
1
1
–
1
(1)
26
1
1
(7)
–
–
21
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b)
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.
(c) 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 €787 million (2018: €716 million). Whilst the potential outcomes for the tax matters giving rise to this provision are
highly variable our expectation is that there will be no material change to any of the amounts provided for in the 12 months from 31 December 2019. In
2018 the effective tax rate was reduced by the impact of the spreads disposals where a significant part of the disposals benefited from the participation
exemption in the Netherlands.
The Group’s future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation and
still to be determined tax reform proposals in the EU, Switzerland and the continuing OECD international tax reform work, as well as the impact of
acquisitions, disposals and any restructuring of our businesses.
In September, India announced a change in tax legislation backdated to 1 April 2019. The favourable impact for Unilever of a reduction in the tax rate to
25.17% was partially offset by the reduction in various tax incentives.
105
Financial StatementsUnilever Annual Report and Accounts 2019 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 2019 and 2018
Pensions and similar obligations
Provisions and accruals
Goodwill and intangible assets
Accelerated tax depreciation
Tax losses
Fair value gains
Fair value losses
Share-based payments
Other
Lease liability
Right of use asset
€ million
As at
1 January
2019
€ million
Income
statement
€ million
Other
€ million
As at
31 December
2019
€ million
As at
1 January
2018
(Restated)(a)
€ million
Income
statement
€ million
Other
(Restated)(a)
(Restated)(a)
€ million
As at
31 December
2018
(Restated)(a)
404
821
(1,911)
(679)
130
155
22
175
77
428
(370)
(748)
(81)
(73)
(31)
12
63
(200)
(2)
(39)
73
(113)
107
(284)
(51)
8
(154)
(18)
(9)
(5)
(5)
20
11
4
272
756
316
653
(2,096)
(1,652)
(685)
184
(50)
15
156
161
319
(679)
130
100
24
194
86
441
(383)
(770)
(6)
(205)
(269)
(1,237)
(26)
193
(154)
5
11
58
(2)
(14)
11
2
1
85
114
(25)
(105)
(5)
(11)
(3)
-
(5)
(20)
(15)
12
(63)
404
821
(1,911)
(679)
130
155
22
175
77
428
(370)
(748)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
At the balance sheet date, the Group had unused tax losses of €4,790 million (2018: €5,346 million) and tax credits amounting to €524 million (2018: €570
million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of €4,272 million
(2018: €4,914 million) and tax credits of €497 million (2018: €570 million), as it is not probable that there will be future taxable profits within the entities
against which the losses can be utilised. Of these losses €4,108 million (2018: €4,752 million) have expiry dates, the majority being corporate income tax
losses in the Netherlands which expire between now and 2026.
Other deductible temporary differences of €48 million (2018: €48 million) have not been recognised as a deferred tax asset. 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 €2,476 million (2018: €2,681 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:
Deferred tax assets and liabilities
Pensions and similar obligations
Provisions and accruals
Goodwill and intangible assets
Accelerated tax depreciation
Tax losses
Fair value gains
Fair value losses
Share-based payments
Other
Lease liability
Right of use asset
Of which deferred tax to be recovered/(settled)
after more than 12 months
€ million
Assets
2019
€ million
Assets
2018
(Restated)(a)
€ million
Liabilities
2019
€ million
Liabilities
2018
(Restated)(a)
€ million
Total
2019
€ million
Total
2018
(Restated)(a)
402
495
248
(67)
153
(14)
-
31
60
170
(142)
1,336
334
578
41
(64)
126
12
2
59
29
245
(210)
1,152
(130)
261
(2,344)
(618)
31
(36)
15
125
101
149
70
243
(1,952)
(615)
4
143
20
116
48
183
272
756
(2,096)
(685)
184
(50)
15
156
161
319
(127)
(2,573)
(160)
(1,900)
(269)
(1,237)
404
821
(1,911)
(679)
130
155
22
175
77
428
(370)
(748)
1,030
856
(2,681)
(2,027)
(1,651)
(1,171)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
106
Unilever Annual Report and Accounts 2019
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 2019 and 2018
Gains/(losses) on:
Equity instruments at fair value through other
comprehensive income
Cash flow hedges
Remeasurements of defined benefit pension plans
Currency retranslation gains/(losses)(a)
€ million
Before
tax
2019
€ million
Tax (charge)/
credit
2019
€ million
After
tax
2019
€ million
Before
tax
2018
(Restated)(a)
€ million
Tax (charge)/
credit
2018
(Restated)(a)
€ million
After
tax
2018
(Restated)(a)
35
198
381
6
620
(6)
(22)
(28)
(21)
(77)
29
176
353
(15)
543
51
(70)
(437)
(847)
(1,303)
–
15
109
8
132
51
(55)
(328)
(839)
(1,171)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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 options by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted combined average number
of share units. 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:
Basic earnings per share
Diluted earnings per share
Underlying earnings per share
Calculation of average number of share units
Average number of shares: NV
PLC
Less treasury shares held by employee share trusts and companies
Combined average number of share units – used for basic earnings per share
Add dilutive effect of share-based compensation plans
€
2019
€
2018
(Restated)(a)
€
2017
(Restated)(a)
2.15
2.14
2.55
3.49
3.48
2.35
2.15
2.14
2.23
Millions of share units
2019
2018
2017
1,598.0
1,175.5
1,714.7
1,264.0
1,714.7
1,310.2
(157.0)
(295.4)
(223.3)
2,616.5
2,683.3
2,801.6
10.2
11.5
12.4
Diluted combined average number of share units – used for diluted and underlying earnings per share
2,626.7
2,694.8
2,814.0
Calculation of earnings
Net profit
Non-controlling interests
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share
Post tax impact of non-underlying items
Underlying profit attributable to shareholders’ equity – used for underlying earnings per share
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
€ million
2019
€ million
2018
(Restated)(a)
€ million
2017
(Restated)(a)
Notes
6,026
(401)
5,625
1,063
6,688
9,788
(419)
9,369
(3,024)
6,345
6,456
(433)
6,023
262
6,285
3
107
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
8. Dividends on ordinary capital
Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is
declared.
Dividends on ordinary capital during the year
NV dividends
PLC dividends
€ million
2019
€ million
2018
€ million
2017
(2,352)
(1,871)
(2,262)
(1,819)
(4,223)
(4,081)
(2,154)
(1,762)
(3,916)
Four quarterly interim dividends were declared and paid during 2019 totalling €1.62 (2018: €1.52) per NV ordinary share and £1.42 (2018: £1.33) per PLC
ordinary share.
A final quarterly dividend of €1,073 million (2018: €1,003 million) was declared on 30 January 2020, to be paid in March 2020; €0.41 per NV ordinary share
(2018: €0.39) and £0.35 per PLC ordinary share (2018: £0.34). Total dividends declared in relation to 2019 were €1.64 (2018: €1.55) per NV ordinary share
and £1.43 (2018: £1.35) 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
Group’s 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.
In 2019, the existing nine cash generating units (CGUs) based on the three geographical areas and three divisions are supplemented by a new health
and well being CGU which is made up of recently acquired OLLY Nutrition 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.
108
Unilever Annual Report and Accounts 2019 9. Goodwill and intangible assets continued
Movements during 2019
Cost
1 January 2019
Additions through business combinations
Disposal of businesses
Reclassification to held for sale
Additions
Disposals
Currency retranslation
Hyperinflationary adjustment
31 December 2019
Accumulated amortisation and impairment
1 January 2019
Amortisation/impairment for the year
Disposals of group companies
Disposals
Currency retranslation
31 December 2019
Net book value 31 December 2019(b)
Movements during 2018
Cost
1 January 2018
Hyperinflation restatement to 1 January 2018
Additions through business combinations
Disposal of businesses
Reclassification to held for sale(a)
Reclassification from held for sale
Additions
Disposals
Currency retranslation
Hyperinflationary adjustment
31 December 2018
Accumulated amortisation and impairment
1 January 2018
Hyperinflation restatement to 1 January 2018
Amortisation/impairment for the year
Disposals
Currency retranslation
Hyperinflationary adjustment
31 December 2018
Net book value 31 December 2018(b)
€ million
Goodwill
€ million
Indefinite-life
intangible
assets
€ million
€ million
Finite-life intangible assets
€ million
Software
Other
Total
18,502
11,247
2,689
1,103
444
(2)
(2)
–
–
313
(9)
726
(1)
–
–
–
150
(1)
–
–
–
205
(11)
108
–
50
(5)
–
3
(2)
12
–
33,541
1,220
(8)
(2)
208
(13)
583
(10)
19,246
12,121
2,991
1,161
35,519
(1,161)
(18)
–
–
–
(212)
–
–
–
–
(1,179)
18,067
(212)
11,909
(1,927)
(296)
–
5
(74)
(2,292)
699
(748)
(56)
5
1
(9)
(807)
354
(4,048)
(370)
5
6
(83)
(4,490)
31,029
€ million
Goodwill
€ million
Indefinite-life
intangible
assets
€ million
€ million
Finite-life intangible assets
€ million
Software
Other
Total
18,042
10,275
2,499
1,090
31,906
244
470
(1)
(227)
–
–
–
(151)
125
25
825
(1)
(55)
9
–
–
156
13
3
–
–
(1)
–
201
–
(15)
2
–
12
–
–
–
2
(15)
14
–
272
1,307
(2)
(283)
9
203
(15)
4
140
18,502
11,247
2,689
1,103
33,541
(1,161)
–
–
–
–
–
(14)
–
(198)
–
–
–
(1,161)
17,341
(212)
11,035
(1,637)
(3)
(297)
–
12
(2)
(1,927)
762
(693)
–
(61)
14
(8)
–
(748)
355
(3,505)
(3)
(556)
14
4
(2)
(4,048)
29,493
(a) In 2018, Goodwill and intangibles amounting to €283 million was reclassified as held for sale in relation to the Spreads and Alsa baking and dessert businesses.
(b) Within the indefinite-life intangible assets there are three brands that have a significant carrying value: Knorr €1,816 milion (2018: €1,789 million), Carver Korea €1,509
million (2018: €1,534 million) and Hellmann’s €1,220 million (2018: €1,195 million).
Impairment
We have tested goodwill and indefinite-life intangible assets for impairment. No impairment was identified, except for goodwill relating to a local business
classified to held for sale. A €18 million charge has been recognised in non-underlying items within the line 'impairments' (See note 3 on page 96).
109
Financial StatementsUnilever Annual Report and Accounts 2019 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, 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 2019 in terms of size, headroom and sensitivity to assumptions used.
Foods & Refreshment Europe
Foods & Refreshment The Americas
Beauty & Personal Care The Americas
Beauty & Personal Care Asia/AMET/RUB
Total significant CGUs
Others(a)
Total CGUs
2019 CGUs
2018 CGUs
€ billion
Goodwill
€ billion
Indefinite-life
intangible
assets
€ billion
Goodwill
€ billion
Indefinite-life
intangible
assets
4.1
4.0
4.3
1.7
14.1
4.0
18.1
1.7
2.1
3.1
2.0
8.9
3.0
11.9
3.9
3.9
4.0
1.7
13.5
3.8
17.3
1.6
2.1
2.8
2.0
8.5
2.5
11.0
(a) Included within others are goodwill and intangible assets that are allocated to multiple cash generating units which are insignificant.
The growth rates and margins for the significant CGUs are as below:
For the year 2019
Longer-term sustainable growth rates
Average near-term nominal growth rates
Average operating margins
For the year 2018
Longer-term sustainable growth rates
Average near-term nominal growth rates
Average operating margins
Key assumptions
The key assumptions used in our impairment testing are as follows:
Foods &
Refreshment
Europe
Foods &
Refreshment
The Americas
Beauty &
Personal Care
The Americas
Beauty &
Personal Care
Asia/AMET/RUB
1.1%
1.2%
16%
1.7%
(1.2)%
15%
1.7%
1.6%
21%
3.9%
5.3%
22%
Foods &
Refreshment
Europe
Foods &
Refreshment
The Americas
Beauty &
Personal Care
The Americas
Beauty &
Personal Care
Asia/AMET/RUB
1.2%
0.0%
16%
1.6%
0.7%
15%
1.6%
2.8%
20%
3.8%
3.9%
22%
• Value in use has been calculated as the present value of projected cash flows.
•
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual
performances before applying a fixed terminal value multiple to the final year cash flows.
The growth rates and margins used to estimate future performance are based on the conservative end of the range of estimates from past
performance, our annual forecast and three year strategic plan extended to year four and five.
The long-term sustainable growth rates are determined as the lower of our three-year average market growth projection and World Bank’s
three-year average GDP growth forecast for our markets.
A pre-tax discount rate of 7.4% (2018: 7.4%) was used. The discount rate was based on the weighted average cost of capital of the Group,
adjusted with a risk-premium.
•
•
•
We have performed sensitivity analyses around the base assumptions. There are no reasonably possible changes in a key assumption that would cause
the carrying amount to exceed the recoverable amount.
110
Unilever Annual Report and Accounts 2019
10. Property, plant and equipment
The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment is
measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication
of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the income
statement as it arises.
Owned assets
Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives of the
assets. Residual values are reviewed at least annually. Estimated useful lives by major class of assets are as follows:
• Freehold buildings (no depreciation on freehold land)
• Leasehold land and buildings
• Plant and equipment
40 years
40 years (or life of lease if less)
2–20 years
Leased assets
The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by the
lessor. The Group has not capitalised leases which are less than 12 months or leases of low value assets. These mainly relate to IT equipment, office
equipment, furniture and fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the same
amount.
Depreciation is provided on a straight-line basis from the commencement date of the lease to the end of the lease term.
Property, plant and equipment
Owned assets
Leased assets
Total
10A. Owned assets
Movements during 2019
Cost
1 January 2019
Additions through business combinations
Additions
Disposals
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2019
Accumulated depreciation
1 January 2019
Depreciation charge for the year
Disposals
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2019
Net book value 31 December 2019(a)
Includes capital expenditures for assets under construction
10A
10B
€ million
2019
€ million
2018
10,249
1,813
12,062
10,214
1,874
12,088
€ million
Land and buildings
€ million
Plant and equipment
€ million
Total
4,386
7
175
(72)
(3)
(63)
68
4,498
(1,390)
(134)
28
5
38
(26)
(1,479)
3,019
78
15,216
28
1,141
(649)
(28)
(116)
252
15,844
(7,998)
(1,022)
456
30
81
(161)
(8,614)
7,230
872
The Group has commitments to purchase property, plant and equipment of €264 million (2018: €324 million).
19,602
35
1,316
(721)
(31)
(179)
320
20,342
(9,388)
(1,156)
484
35
119
(187)
(10,093)
10,249
950
111
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
10. Property, plant and equipment continued
10A. Owned assets continued
Movements during 2018 (Restated)(b)
Cost
1 January 2018
Hyperinflation restatement to 1 January 2018
Additions through business combinations
Additions
Disposals
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2018
Accumulated depreciation
1 January 2018
Hyperinflation restatement to 1 January 2018
Depreciation charge for the year
Disposals
Hyperinflationary adjustment
Reclassification as held for sale
Currency retranslation
31 December 2018
Net book value 31 December 2018(a)
Includes capital expenditures for assets under construction
€ million
Land and buildings
€ million
Plant and equipment
€ million
Total
4,256
37
11
236
(97)
49
(17)
(89)
4,386
(1,345)
(10)
(115)
63
(7)
10
14
(1,390)
2,996
130
14,811
182
31
1,087
(585)
93
(54)
(349)
15,216
(7,450)
(106)
(1,062)
514
(53)
33
126
(7,998)
7,218
956
19,067
219
42
1,323
(682)
142
(71)
(438)
19,602
(8,795)
(116)
(1,177)
577
(60)
43
140
(9,388)
10,214
1,086
(a)
(b)
Includes €319 million (2018: €302 million) of freehold land.
Restated following adoption of IFRS 16. Finance leases previously capitalised as property, plant, and equipment are now included within leased assets, refer to note 10B.
10B. Leased assets
Movements during 2019
Cost
1 January 2019
Additions
Disposals
Hyperinflationary adjustment
Currency retranslation
31 December 2019
Accumulated depreciation
1 January 2019
Depreciation charge for the year
Disposals
Hyperinflationary adjustment
Currency retranslation
31 December 2019
Net book value 31 December 2019
€ million
Land and buildings
€ million
Plant and equipment
€ million
Total
2,770
278
(240)
23
43
2,874
(1,241)
(297)
154
9
(22)
(1,397)
1,477
816
174
(180)
-
17
827
(471)
(159)
150
-
(11)
(491)
336
3,586
452
(420)
23
60
3,701
(1,712)
(456)
304
9
(33)
(1,888)
1,813
Movements during 2018 (Restated)(a)
€ million
Land and buildings
€ million
Plant and equipment
€ million
Total
Cost
1 January 2018
Additions
Disposals
Currency retranslation
31 December 2018
Accumulated depreciation
1 January 2018
Depreciation charge for the year
Disposals
Currency retranslation
31 December 2018
Net book value 31 December 2018
2,880
250
(310)
(50)
2,770
(1,275)
(300)
307
27
(1,241)
1,529
799
171
(141)
(13)
816
(407)
(183)
114
5
(471)
345
3,679
421
(451)
(63)
3,586
(1,682)
(483)
421
32
(1,712)
1,874
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Our leases mainly comprise land and buildings and Plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities
and office space and also sublease some of the properties under operating leases. The Group has leases for vehicles and equipment.
The Group has recognised in the income statement an expense of €97 million (2018: €95 million) for short term leases and €79 million (2018: €70 million)
on leases for low-value assets.
During the year the Group recognised an income of €25 million (2018: €22 million) in respect of sublet properties
Cash flows: The total cash outflows for leases was €534 million (2018: €575 million).
Lease liabilities: Lease liabilities are shown in note 15 on pages 116 and 119.
112
Unilever Annual Report and Accounts 2019 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 Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and
associates is included in the Group’s consolidated profit before taxation.
Where the Group’s 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.
Interest in net assets of joint ventures
Interest in net assets of associates
Long-term trade and other receivables(b)
Fair value of biological assets
Other non-current assets(c)
€ million
2019
€ million
2018
Restated(a)
35
37
380
17
184
653
14
40
307
18
151
530
(a)
(b)
(c)
Restated following adoption of IFRS 16. Operating lease prepayments for land that were previously reported within other non-current assets, have now been included
within leased assets. See note1 and note 24 for further details.
Mainly relates to indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
Mainly relates to tax assets.
Movements during 2019 and 2018
Joint ventures(a)
1 January
Additions
Dividends received/reductions(b)
Share of net profit/(loss)
Currency retranslation
31 December
Associates(c)
1 January
Additions
Dividend received/reductions
Share of net profit/(loss)
Currency retranslation
31 December
€ million
2019
€ million
2018
14
–
(158)
179
32
5
(216)
190
–
3
35
14
40
44
1
3
–
–
(3)
(5)
(1)
(2)
37
40
(a) Our principal joint ventures are Unilever FIMA LDA for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world.
(b) 2018 includes a capital reduction in joint venture of Unilever FIMA LDA of €64 million.
(c) Associates as at 31 December 2019 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 137.
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
Raw materials and consumables
Finished goods and goods for resale
Total inventories
Provision for inventories
€ million
2019
€ million
2018
1,399
3,053
4,452
(288)
4,164
1,454
3,052
4,506
(205)
4,301
113
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
12. Inventories continued
Provisions for inventories
1 January
Charge to income statement
Reduction/releases
Currency translations
Others(a)
31 December
€ million
2019
€ million
2018
205
153
(71)
-
1
288
194
92
(72)
(7)
(2)
205
(a) Others mainly include the amount towards the acquisition/ disposal of business and transfers.
Inventories with a value of €159 million (2018: €124 million) are carried at net realisable value, this being lower than cost. During 2019 a total expense of
€363 million (2018: €227 million) was recognised in the income statement for inventory write downs and losses.
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 Group’s 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
Due within one year
Trade receivables(b)
Prepayments and accrued income
Other receivables
€ million
2019
€ million
2018
Restated(a)
4,916
579
1,200
6,695
4,350
690
1,442
6,482
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b)
2019 includes €698 million (2018: €677 million) due from KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern
Africa). Unilever will provide services to KKR including IT infrastructure, bookkeeping, payroll, marketing and co-packing for up to two years from completion of the
disposal and KKR pays Unilever for materials sourced on its behalf. See also trade payables on page 115.
Included within trade receivables are discounts due to our customers of €2,423 million (2018: €3,062 million). The decrease from 2018 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 €208 million (2018: €299 million), and non-financial assets of €992 million (2018: €1,142million). Financial assets include supplier and customer
deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €584 million (2018: €690 million)
Ageing of trade receivables
Not overdue
Past due less than three months
Past due more than three months but less than six months
Past due more than six months but less than one year
Past due more than one year
Total trade receivables
Impairment provision for trade receivables
€ million
2019
3,856
827
186
94
164
5,127
(211)
4,916
€ million
2018
3,440
747
132
74
145
4,538
(188)
4,350
The total impairment provision includes €211 million (2018: €188 million) for current trade receivables, €26 million (2018: €13 million) for other current
receivables and €84 million (2018: €13 million) for non-current trade and other receivables.
Impairment provision for total trade and other receivables
1 January
Charge to income statement
Reduction/releases
Reclassifications(a)
Currency translations
31 December
(a) Includes an amount transferred from provisions relating to Brazil indirect taxes. See note 19.
114
€ million
2019
€ million
2018
214
79
(54)
86
(4)
321
184
65
(29)
–
(6)
214
Unilever Annual Report and Accounts 2019 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.
•
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.
• 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
Current: due within one year
Trade payables(a)
Accruals
Social security and sundry taxes
Deferred consideration
Others
Non-current: due after more than one year
Accruals
Deferred consideration
Others
€ million
2019
€ million
2018
9,190
4,153
507
39
879
14,768
117
169
53
339
9,121
3,724
498
14
1,100
14,457
121
173
52
346
Total trade payables and other liabilities
15,107
14,803
(a)
2019 includes €359 million (2018: €311 million) due to KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa).
Unilever will provide certain services for up to two years from completion of the disposal and pays KKR for amounts collected on its behalf. See also trade receivables on
page 114.
Included within trade payables and other liabilities are discounts due to our customers of €1,053 million (2018: €514 million). The increase from 2018 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 2019 the total balance of deferred consideration for acquisition is €208 million (2018: €187 million), which includes contingent
consideration of €154 million (2018: €142 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 2024, with a
maximum contractual amount of €1,140 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 2019 and 31 December 2018 all such liabilities were classified as trade payables.
115
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
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.
Internal holdings
The ordinary shares numbered 1 to 2,400 (inclusive) in NV (‘Special Shares’) and deferred stock of PLC are held as to one half of each class by N.V. Elma
– a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation.
Share-based compensation
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of
these plans are given in note 4C on pages 103 to 104.
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
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted
and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated
financial statements. The book value of shares held is deducted from other reserves, and trusts’ borrowings are included in the Group’s liabilities. The
costs of the trusts are included in the results of the Group. These shares 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 121; 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 Group’s 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 Group’s operations, M&A activity and external dividend payments (see below);
• protect the Group’s 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 Group’s financial investments, while maximising returns (see note 17)
The Treasury department provides central deposit taking, funding and foreign exchange management services for the Group’s 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 management’s 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.
116
Unilever Annual Report and Accounts 2019 15. Capital and funding continued
15A. Share capital
Unilever N.V.
NV ordinary shares of €0.16 each
NV ordinary shares of €428.57 each (shares numbered 1 to 2,400 – ‘Special
Shares’)
Internal holdings eliminated on consolidation (€428.57 shares)
Cancellation of treasury shares(c)
Unilever PLC
PLC ordinary shares of 31/9p each
PLC deferred stock of £1 each
Internal holding eliminated on consolidation (£1 stock)
Cancellation of treasury shares(c)
Euro equivalent in millions (at £1.00 = €5.143)(d)
Unilever Group
Ordinary share capital of NV
Ordinary share capital of PLC
Authorised(a)
2019
Issued,
called up and
fully paid(b)
2019
Authorised(a)
2018
Issued,
called up and
fully paid(b)
2018
€ million
€ million
€ million
€ million
480
1
–
–
481
274
1
(1)
(41)
233
480
1
–
–
481
274
1
(1)
–
274
£ million
£ million
37.0
0.1
(0.1)
(0.6)
36.4
€ million
187
€ million
233
187
420
40.8
0.1
(0.1)
(3.8)
37.0
€ million
190
€ million
274
190
464
(a)
(b)
(c)
(d)
At 31 December 2019 Unilever N.V. had 3,000,000,000 (2018: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised share
capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this.
At 31 December 2019 the following quantities of shares were in issue: 1,460,714,804 of NV ordinary shares; 2,400 of NV Special Shares; 1,168,530,650 of PLC ordinary
shares and 100,000 of PLC deferred stock. At 31 December 2018, 1,714,727,700 of NV ordinary shares; 2,400 of NV Special Shares; 1,187,191,284 of PLC ordinary shares
and 100,000 of PLC deferred stock were in issue.
At 31 December 2019 254,012,896 of NV ordinary shares and18,660,634 (2018: 122,965,077) of PLC ordinary shares that were repurchased as part of the share buyback
programme in 2018 and prior years, were cancelled.
Conversion rate for PLC ordinary shares nominal value to euros is £1 = €5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the nominal
value of PLC ordinary shares).
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance report on
pages 47 to 53.
A nominal dividend of 6% per annum is paid on the deferred stock of PLC.
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 142.
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
Non-current assets
Current assets
Current liabilities
Non-current liabilities
HUL comprehensive income for the year ended 31 December
Turnover
Profit after tax
Total comprehensive income
€ million
2019
1,030
1,438
(1,117)
(332)
€ million
2018
Restated(a)
964
1,333
(1,156)
(251)
4,937
730
740
4,527
617
576
117
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
15B. Equity continued
HUL cash flow for the year ended 31 December
Net increase/(decrease) in cash and cash-equivalents
HUL non-controlling interest
1 January
Share of (profit)/loss for the year ended 31 December
Other comprehensive income
Dividend paid to the non-controlling interest
Currency translation
31 December
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
Analysis of other reserves
Fair value reserves
Equity instruments
Cash flow hedges
Available-for-sale financial assets
Currency retranslation of group companies – see following table
Adjustment on translation of PLC's ordinary capital at 31/9p = €0.16
Capital redemption reserve
Book value of treasury shares – see following table
Hedging gains/(losses) transferred to non-financial assets
Other(b)
€ million
2019
€ million
2018
Restated(a)
145
14
(299)
(239)
(6)
218
(2)
(328)
(288)
(203)
(4)
183
13
(299)
€ million
Total
2019
€ million
Total
2018
(Restated)(a)
€ million
Total
2017
(Restated)(a)
7
123
(116)
–
(4,712)
(148)
37
(703)
103
(158)
(194)
98
(292)
–
(4,694)
(150)
32
(10,181)
71
(102)
(189)
–
(236)
47
(3,879)
(164)
32
(9,208)
–
(179)
(5,574)
(15,218)
(13,587)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b) Relates to option on purchase of subsidiary for non-controlling interest and hyperinflation adjustment arising on current year profit translated at closing exchange rate.
Unilever acquired 2,678,000 (2018: 66,202,168) NV ordinary shares and 1,076,000 (2018: 65,458,433) PLC shares through purchases on the stock exchanges
during the year. These shares are held as treasury stock as a separate component of other reserves. 254,012,896 of NV and 18,660,634 of PLC ordinary
shares that were acquired as a part of the share buyback programme in 2018 and prior years, were cancelled during the year.
The total number of treasury shares held at 31 December 2019 was 8,027,879 (2018: 263,349,111) NV shares and 4,391,130 (2018: 24,334,848) PLC shares and
these shares were held in connection with share-based compensation plans (see note 4C on pages 103 to 104).
Treasury shares – movements during the year
1 January
Repurchase of shares
Cancellation of NV and PLC shares
Other purchases and utilisations
Adjustment on translation of PLC's ordinary capital at 31/9p = €0.16
31 December
Currency retranslation reserve – movements during the year
1 January
Currency retranslation of group companies net assets and liabilities during the year
Movement in net investment hedges and exchange differences in net investments in foreign operations
Recycled to income statement
31 December
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
€ million
2019
(10,181)
–
9,416
64
(2)
€ million
2018
(9,208)
(6,020)
5,069
(8)
(14)
(703)
(10,181)
€ million
2019
€ million
2018
(Restated)(a)
(4,694)
(341)
326
(3)
(3,879)
(821)
77
(71)
(4,712)
(4,694)
118
Unilever Annual Report and Accounts 2019 15B. Equity continued
Statement of comprehensive income: other comprehensive income reconciliation
Fair value gains/(losses) on financial instruments – movement during the year
1 January
Equity instruments
Cash flow hedges
31 December
€ million
2019
€ million
2018
(194)
25
176
7
(189)
51
(56)
(194)
Refer to the consolidated statement of comprehensive income on page 87, the consolidated statement of changes in equity on page 88, and note 6C on
page 107.
Remeasurement of defined benefit pension plans net of tax
1 January
Movement during the year
31 December
€ million
2019
(1,499)
353
(1,146)
€ million
2018
(1,171)
(328)
(1,499)
Refer to the consolidated statement of comprehensive income on page 87, the consolidated statement of changes in equity on page 88, note 4B from
page 98 to 103 and note 6C on page 107.
Currency retranslation gains/(losses) – movement during the year
1 January
Currency retranslation during the year:
Other reserves
Retained profit
Non-controlling interest
31 December
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
15C. Financial liabilities
€ million
2019
€ million
2018
(Restated)(a)
(5,069)
(4,230)
(18)
2
1
(5,084)
(814)
(10)
(15)
(5,069)
Financial liabilities(b)
Bank loans and overdrafts(c)
Bonds and other loans
Lease liabilities
Derivatives
Other financial liabilities(d)
€ million
€ million
€ million
Current
2019
Non-current
2019
390
3,677
383
116
125
4,691
463
21,355
1,536
154
58
23,566
Total
2019
853
25,032
1,919
270
183
28,257
€ million
Current
2018
(Restated)(a)
€ million
Non-current
2018
(Restated)(a)
€ million
Total
2018
(Restated)(a)
525
2,422
390
127
149
3,613
289
20,969
1,591
275
1
23,125
814
23,391
1,981
402
150
26,738
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
(b)
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.
(c) Financial liabilities include €Nil million (2018: €5 million) of secured liabilities.
(d)
Includes options and other financial liabilities to acquire non-controlling interests in EAC Myanmar, USA, Japan and Italy refer to note 21.
Reconciliation of liabilities arising from financing activities
Movements in 2019 and 2018
2019
Bank loans and overdrafts(a)
Bonds and other loans(a)
Lease liabilities(b)
Derivatives
Other financial liabilities(a)
Total
2018 (Restated)
Bank loans and overdrafts(a)
Bonds and other loans(a)
Lease liabilities(b)(c)
Derivatives
Other financial liabilities(a)
Total
Opening
balance at
1 January
€ million
Cash
movement
€ million
Business
acquisitions/
disposals
€ million
Foreign
exchange
changes
€ million
Fair
value
changes
€ million
Other
movements
€ million
Closing
balance at
31 December
€ million
Non-cash movement
(814)
(23,391)
(1,981)
(402)
(150)
(26,738)
(992)
(22,709)
(2,118)
(421)
(177)
(26,417)
(29)
(1,273)
452
–
30
(820)
158
(135)
494
–
51
568
(1)
(3)
(7)
–
–
(11)
(10)
–
–
–
–
(10)
(9)
(365)
(25)
–
(8)
(407)
17
(543)
1
–
10
(515)
–
(1)
–
132
–
131
–
–
–
19
(4)
15
–
1
(358)
–
(55)
(412)
13
(4)
(358)
–
(30)
(379)
(853)
(25,032)
(1,919)
(270)
(183)
(28,257)
(814)
(23,391)
(1,981)
(402)
(150)
(26,738)
(a)
(b)
These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term liabilities, additional financial liabilities
and repayment of financial liabilities. The difference of €64 million (2018: €2 million) represents cash movements in overdrafts that are not included in financing cash flows.
Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €17 million (2018: €13
million) represents gain or loss from termination and modification of lease contracts.
(c) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
119
Financial StatementsUnilever Annual Report and Accounts 2019
Notes to the Consolidated Financial Statements
Unilever Group continued
15C. Financial liabilities continued
Analysis of bonds and other loans
Unilever N.V.
1.625% Notes 2033 (€)
1.750% Bonds 2020 (€)
0.500% Notes 2022 (€)
1.375% Notes 2029 (€)
1.125% Bonds 2027 (€)
1.125% Bonds 2028 (€)
0.875% Notes 2025 (€)
0.500% Bonds 2025 (€)
1.375% Notes 2030 (€)
0.375% Notes 2023 (€)
1.000% Notes 2027 (€)
1.000% Notes 2023 (€)
0.000% Notes 2021 (€)
0.500% Notes 2023 (€)
0.500% Notes 2024 (€)
0.000% Notes 2020 (€)
Total NV
Unilever PLC
1.125% Notes 2022 (£)
1.375% Notes 2024 (£)
1.875% Notes 2029 (£)
1.500% Notes 2026 (£)
1.500% Notes 2039 (€)
Total PLC
Other group companies
Switzerland
Other
United States
4.250% Notes 2021 ($)
5.900% Bonds 2032 ($)
2.900% Notes 2027 ($)
2.200% Notes 2022 ($)
1.800% Notes 2020 ($)
3.500% Notes 2028 ($)
4.800% Bonds 2019 ($)
2.200% Notes 2019 ($)
2.000% Notes 2026 ($)
1.375% Notes 2021 ($)
3.125% Notes 2023 ($)
2.100% Notes 2020 ($)
3.000% Notes 2022 ($)
3.250% Notes 2024 ($)
3.100% Notes 2025 ($)
2.600% Notes 2024 ($)
3.500% Bonds 2028 ($)
2.750% Bonds 2021 ($)
3.375% Notes 2025 ($)
7.250% Bonds 2026 ($)
6.625% Bonds 2028 ($)
5.150% Notes 2020 ($)
5.600% Bonds 2097 ($)
2.125% Notes 2029 ($)
2.600% Notes 2024 ($)
Commercial paper ($)
Other countries
€ million
Total 2019
€ million
Total 2018
792
750
747
743
697
694
647
644
642
599
598
498
498
498
495
300
791
749
746
743
696
693
647
642
642
599
598
497
497
497
494
300
9,842
9,831
408
292
290
580
646
2,216
24
892
883
879
755
714
703
–
–
616
489
488
446
444
443
442
442
441
356
309
260
206
135
82
749
457
1,276
43
386
276
274
–
–
936
10
873
865
860
738
698
687
656
655
602
478
477
436
434
433
432
432
431
348
302
254
200
134
80
–
–
1,070
39
Total other group companies
Total bonds and other loans
12,974
25,032
12,624
23,391
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
120
Unilever Annual Report and Accounts 2019 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 Group’s 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 2019 and 2018. 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 group's risk management policies are established to set appropriate risk limits and controls, and to maintain adherence to these limits. These
policies are in line with Unilever's risk management framework.
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 Group’s 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 Group’s credit rating, impair
investor confidence and also restrict the Group’s ability to raise funds.
The Group maintained a cautious funding strategy. This was the result of cash delivery from the business, coupled with the proceeds from bond
issuances. This cash has been invested conservatively with low risk counter-parties at maturities of less than six months.
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 2019 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $7,865 million (2018: $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 2020.
121
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
16A. Management of liquidity risk continued
The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable under
financial liabilities at the balance sheet date:
Undiscounted cash flows
Notes
2019
Non-derivative financial liabilities:
Bank loans and overdrafts
Bonds and other loans
Lease liabilities
Other financial liabilities
Trade payables, accruals and other liabilities
Deferred consideration
Derivative financial liabilities:
Interest rate derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Foreign exchange derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Commodity derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Total
2018 (Restated)(a)
Non-derivative financial liabilities:
Bank loans and overdrafts
Bonds and other loans
Lease liabilities
Other financial liabilities
Trade payables, accruals and other liabilities
Deferred consideration
Derivative financial liabilities:
Interest rate derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Foreign exchange derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Commodity derivatives:
Derivative contracts – receipts
Derivative contracts – payments
€ million
€ million
€ million
€ million
€ million
Due
€ million
€ million
Due
within
1 year
Due
between
1 and
2 years
Due
between
2 and
3 years
Due
between
3 and
4 years
between
4 and
5 years
Due
after
5 years
Total
€ million
Net
carrying
amount
as
shown in
balance
sheet
(399)
(9)
(289)
(164)
–
(2)
(863)
(853)
(4,169)
(2,661)
(2,745)
(2,449)
(2,454)
(14,431)
(28,909)
(25,032)
(432)
(125)
(14,166)
(39)
(392)
(302)
–
(93)
(124)
(24)
(13)
(8)
(242)
(31)
(8)
–
(191)
(720)
(2,279)
(1,919)
(26)
(14)
(64)
–
(206)
(183)
(42)
(14,336)
(14,336)
–
(235)
(208)
(19,330)
(3,279)
(3,381)
(2,894)
(2,749)
(15,195)
(46,828)
(42,531)
776
(756)
164
(141)
805
(797)
37
(17)
478
(473)
957
3,217
(949)
(3,133)
8,783
(8,952)
–
(4)
(153)
–
–
–
–
23
–
–
–
–
8
–
–
–
–
20
–
–
–
–
5
–
–
–
–
8
8,783
(8,952)
–
(4)
(89)
(154)
(168)
(4)
(326)
(19,483)
(3,256)
(3,373)
(2,874)
(2,744)
(15,187)
(46,917)
(42,857)
(529)
(12)
(1)
(278)
–
–
(820)
(814)
(2,888)
(2,748)
(2,572)
(2,646)
(2,387)
(14,090)
(27,331)
(23,391)
(441)
(149)
(13,945)
(14)
(391)
(1)
(140)
(79)
(305)
(255)
(212)
(806)
(2,410)
(1,981)
–
(10)
(70)
–
(5)
(6)
–
(4)
–
–
(14)
(45)
(150)
(150)
(14,118)
(14,118)
(214)
(187)
(17,966)
(3,371)
(2,958)
(3,190)
(2,603)
(14,955)
(45,043)
(40,641)
67
(23)
760
(756)
163
(138)
788
(797)
37
(17)
1,406
3,221
(1,423)
(3,154)
17,108
(17,317)
–
(74)
(239)
–
–
–
–
4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25
(9)
20
(17)
17,108
(17,317)
–
(74)
(216)
(276)
(192)
(74)
(542)
Total
(18,205)
(3,367)
(2,933)
(3,199)
(2,583)
(14,972)
(45,259)
(41,183)
(a)
Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €21 million (2018: €18 million).
122
Unilever Annual Report and Accounts 2019
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.
2019
Foreign exchange cash inflows
Foreign exchange cash outflows
Interest rate swaps cash inflows
Interest rate swaps cash outflows
Commodity contracts cash inflows
Commodity contracts cash outflows
2018
Foreign exchange cash inflows
Foreign exchange cash outflows
Interest rate swaps cash inflows
Interest rate swaps cash outflows
Commodity contracts cash flows
(a) See note 16C.
2,254
(2,259)
811
(756)
31
(4)
3,426
(3,435)
103
(23)
(74)
€ 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
€ million
Due
after
5 years
–
–
957
(949)
–
–
–
–
Total
2,254
(2,259)
4,406
(4,136)
31
(4)
3,426
(3,435)
€ million
Net carrying
amount of
related
derivatives(a)
–
–
–
(29)
31
(4)
–
14
–
(199)
(74)
–
–
–
–
442
(347)
1,182
(1,147)
–
–
–
–
–
–
–
–
–
–
536
(464)
–
–
–
–
–
–
478
(473)
–
–
–
–
795
(756)
–
433
(347)
–
1,158
(1,147)
525
1,406
4,420
(464)
(1,423)
(4,160)
–
–
–
(74)
16B. Management of market risk
Unilever’s 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 Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s 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 Group’s 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
(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 2019, the Group had hedged its
exposure to future commodity purchases with
commodity derivatives valued at €439 million
(2018: €580 million).
Hedges of future commodity purchases resulted
in cumulative losses of €52 million (2018: losses
of €25 million ) being reclassified to the income
statement and losses of €28 million (2018: losses
of €24 million) being recognised as a basis
adjustment to inventory purchased.
Management policy and
hedging strategy
Sensitivity to the risk
A 10% increase in commodity prices as at
31 December 2019 would have led to a €56
million gain on the commodity derivatives in the
cash flow hedge reserve (2018: €51 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.
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.
123
Financial StatementsUnilever Annual Report and Accounts 2019
Notes to the Consolidated Financial Statements
Unilever Group continued
16B. Management of market risk continued
Management policy and
hedging strategy
Sensitivity to the risk
Potential impact of risk
(ii) Currency risk
Currency risk on sales, purchases and
borrowings
Because of Unilever’s global reach, it is subject to the
risk that changes in foreign currency values impact
the Group’s sales, purchases and borrowings.
The Group manages the foreign currency risk
by hedging forecasted sales and purchase
transactions that are expected to occur within
a maximum 12-month period through layered
hedging.
At 31 December 2019, the exposure to the Group
from companies holding financial assets and
liabilities other than in their functional currency
amounted to €317 million (2018 restated for IFRS
16: €298 million).
The Group manages currency exposures within
prescribed limits, mainly through the use of
forward foreign currency exchange contracts.
Operating companies manage foreign exchange
exposures within prescribed limits.
The aim of the Group’s approach to management
of currency risk is to leave the Group with no
material residual risk. This aim has been achieved
in all years presented.
Currency risk on the Group’s net
investments
The Group is also subject to currency risk in
relation to the translation of the net investments
of its foreign operations into euros for inclusion
in its consolidated financial statements.
Unilever aims to minimise this currency risk
on the Group's net investment exposure by
borrowing in local currency in the operating
companies themselves. In some locations,
however, the Group’s ability to do this is inhibited
by local regulations, lack of local liquidity or by
local market conditions.
These net investments include Group financial
loans, which are monetary items that form part
of our net investment in foreign operations,
of €7.6 billion (2018: €7.5 billion), of which €3.5
billion (2018: €3.3 billion) is denominated in
GBP. In accordance with IAS 21, the exchange
differences on these financial loans are booked
through reserves.
Part of the currency exposure on the Group’s
investments is also managed using US$ and
Swiss franc net investment hedges with a
nominal value of €4.0 billion (2018: €4.4 billion)
for US$ and nil (2018: €(1.3) billion) for Swiss
francs.
At 31 December 2019, the net exposure of the
net investments in foreign currencies amounts to
€22.0 billion (2018: €14.5 billion).
Where the residual risk from these countries
exceeds prescribed limits, Treasury may decide
on a case-by-case basis to actively hedge the
exposure. This is done either through additional
borrowings in the related currency, or through
the use of forward foreign exchange contracts.
Where local currency borrowings, or forward
contracts, are used to hedge the currency risk in
relation to the Group’s net investment in foreign
subsidiaries, these relationships are designated
as net investment hedges for accounting
purposes.
Exchange risks related to the principal amounts
of the US$ and Swiss franc denominated debt
either form part of hedging relationships
themselves, or are hedged through forward
contracts.
124
As an estimation of the approximate impact
of the residual risk, with respect to financial
instruments, the Group has calculated the
impact of a 10% change in exchange rates.
Impact on income statement
A 10% strengthening of the foreign currencies
against the respective functional currencies
of group companies would have led to
approximately an additional €32 million gain in
the income statement (2018 restated for IFRS 16:
€30 million gain).
A 10% weakening of the foreign currencies
against the respctive functional currencies of
group companies would have led to an equal
but opposite effect.
As at year end, the Group had the below notional
amount of currency derivatives outstanding to
which cash flow hedge accounting is applied:
Currency
EUR*
GBP
USD
SEK
CAD
PLN
Others
Total
2019
(743)
(325)
640
(94)
(108)
(67)
(192)
(889)
2018
(1,002)
(548)
538
(136)
(126)
(104)
(555)
(1,933)
*Euro exposure relates to group companies
having non - euro functional currencies.
Impact on equity – trade-related cash
flow hedges
A 10% strengthening of foreign currencies
against the respective functional currencies
of group companies hedging future trade
cash flows and applying cash flow hedge
accounting, would have led to €89 million loss
(2018: €193 million loss).
A 10% weakening of the same would have led
to an equal but opposite effect.
Impact on equity – net investment hedges
A 10% strengthening of the euro against other
currencies would have led to a €396 million
(2018: €312 million) loss on the net investment
hedges used to manage the currency exposure
on the Group's investments.
A 10% weakening of the euro against other
currencies would have led to an equal but
opposite effect.
Impact on equity – net investments in
group companies
A 10% strengthening of the euro against all
other currencies would have led to a €2,203
million negative retranslation effect (2018:
€1,455 million negative retranslation effect).
A 10% weakening of the euro against those
currencies would have led to an equal but
opposite effect. In line with accepted hedge
accounting treatment and our accounting
policy for financial loans, the retranslation
differences would be recognised in equity.
Unilever Annual Report and Accounts 2019 Management policy and
hedging strategy
Sensitivity to the risk
Unilever’s interest rate management approach
aims for an optimal balance between fixed and
floating-rate interest rate exposures on expected
net debt. The objective of this approach is to
minimise annual interest costs after tax.
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 majortiy of the Group's 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 2019 would have led to an
additional €37 million of finance cost (2018: €33
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 2019 would have led to an additional
€8 million credit in equity from derivatives in cash
flow hedge relationships (2018: €17 million credit).
A 1.0 percentage point decrease in interest
rates on a full-year basis would have led to
an additional €8 million debit in equity from
derivatives in cash flow hedge relationships
(2018: €19 million debit).
Potential impact of 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
Group’s 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 Group's
interest rate risk arises mainly from financial
liabilities other than lease liabilities.
Taking into account the impact of interest rate
swaps, at 31 December 2019, interest rates were
fixed on approximately 82% of the expected
financial liabilities (excluding lease liabilities) for
2020, and 73% for 2021 (88% for 2019 and 77% for
2020 at 31 December 2018).
As at 31 December 2019, the Group had
USD 4,500 million (2018: USD 4,500 million)
of outstanding cross currency interest rate
swaps (on which cash flow hedge accounting is
applied).
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 2019 was 2.5% (2018: 0.9%).
(a) See the weighted average amount of net debt 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:
Current financial liabilities
Non-current financial liabilities
Total financial liabilities
Less: lease liabilities
Financial liabilities (excluding lease liabilities)
Of which:
Fixed rate (weighted average amount of fixing for the following year)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
€ million
2019
€ million
2018
(Restated)(a)
(4,691)
(3,613)
(23,566)
(23,125)
(28,257)
(26,738)
(1,919)
(1,981)
(26,338)
(24,757)
(22,618)
(21,469)
125
Financial StatementsUnilever Annual Report and Accounts 2019 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
Trade
and other
receivables
Current
Financial
assets
€ million
Non-
Current
Financial
assets
€ million
Trade
payables
and other
liabilities
€ million
Current
financial
liabilities
€ million
Non-
current
financial
liabilities
€ million
Total
31 December 2019
Foreign exchange derivatives
Fair value hedges
Cash flow hedges
Hedges of net investments in foreign operations
Hedge accounting not applied
Cross-currency Interest rate swaps
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
31 December 2018
Foreign exchange derivatives
Fair value hedges
Cash flow hedges
Hedges of net investments in foreign operations
Hedge accounting not applied
Cross-currency Interest rate swaps
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
–
38
–
5
–
–
–
31
–
74
–
–
30(a)
(10)(a)
–
–
–
–
20
Total assets
–
39
–
42
–
–
–
–
1
82
–
–
58(a)
67(a)
–
69
–
–
–
194
–
–
–
–
–
114
–
–
–
114
208
–
–
–
–
–
–
–
–
–
–
–
(38)
–
(14)
–
–
–
(4)
–
(56)
–
–
(14)(a)
(102)(a)
–
–
–
–
–
–
–
–
–
–
(143)
(11)
–
–
(116)
(154)
Total liabilities (326)
–
(25)
–
(41)
–
–
–
(74)
–
(140)
–
–
(21)(a)
(105)(a)
–
–
–
–
–
–
–
–
–
–
(268)
(8)
–
–
(126)
(276)
Total assets 276
Total liabilities (542)
–
–
16
(121)
–
(29)
(11)
27
–
(118)
(118)
–
14
37
(37)
–
(199)
(8)
(74)
1
(266)
(266)
(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.
126
Unilever Annual Report and Accounts 2019
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.
Related amounts not set
off in the balance sheet
€ million
Gross amounts of
recognised
financial assets
€ million
Gross amounts
of recognised
financial assets
set off in the
balance sheet
€ million
€ million
€ million
€ million
Net amounts of
financial assets
presented in the
balance sheet
Financial
instruments
Cash collateral
received
Net amount
253
339
(45)
(63)
208
276
(130)
(164)
(24)
(10)
54
102
As at 31 December 2019
Derivative financial assets
As at 31 December 2018
Derivative financial assets
(Ii) Financial liabilities
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
As at 31 December 2019
Derivative financial liabilities
As at 31 December 2018
Derivative financial liabilities
€ million
Gross amounts of
recognised
financial liabilities
€ million
Gross amounts
of recognised
financial liabilities
set off in the
balance sheet
€ million
€ million
€ million
€ million
Net amounts of
financial liabilities
presented in the
balance sheet
Financial
instruments
Cash collateral
received
Net amount
(371)
(605)
45
63
(326)
(542)
130
164
–
–
(196)
(378)
Related amounts not set
off in the balance sheet
127
Financial StatementsUnilever Annual Report and Accounts 2019
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.
128
Unilever Annual Report and Accounts 2019 17. Investment and return continued
17A. Financial assets
The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is the same
as the carrying amount for 2019 and 2018. The Group’s cash resources and other financial assets are shown below.
Financial assets(a)
Cash and cash equivalents
Cash at bank and in hand
Short-term deposits with maturity of less than three months
Other cash equivalents
Other financial assets
Financial assets at amortised costb)
Financial assets at fair value through other comprehensive income(c)
Financial assets at fair value through profit or loss:
Derivatives
Other(d)
Total
€ million
Current
2019
€ million
Non-
current
2019
€ million
€ million
Total
2019
Current
2018
€ million
Non-
current
2018
€ million
Total
2018
2,457
1,693
35
4,185
578
–
20
309
907
5,092
–
–
–
–
2,457
1,693
35
2,174
1,024
32
4,185
3,230
220
266
114
274
874
874
798
266
134
583
1,781
5,966
382
154
194
144
874
4,104
–
–
–
–
247
175
–
220
642
642
2,174
1,024
32
3,230
629
329
194
364
1,516
4,746
(a)
(b)
(c)
(d)
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.
Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months and loans to joint venture entities. Non-
current financial assets at amortised cost include judicial deposit of €136 million (2018: €128 million) and investments in bonds of €56 million (2018: €93 million).
Included within non-current financial assets at fair value through other comprehensive income are equity investments of €244 million (2018: €148 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 2019 of these equity investments was €31 million (2018: €(9) million).
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 €54 million (2018: €59 million) 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 2018.
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.
Cash and cash equivalents reconciliation to the cash flow statement
Cash and cash equivalents per balance sheet
Less: bank overdrafts
Cash and cash equivalents per cash flow statement
€ million
2019
€ million
2018
4,185
(69)
4,116
3,230
(140)
3,090
Approximately €1 billion (or 24%) of the Group’s 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 121 to 127.
The remaining €3.2 billion (76%) of the Group’s 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
€146 million (2018: €154 million, 2017: €206 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.
129
Financial StatementsUnilever Annual Report and Accounts 2019
Notes to the Consolidated Financial Statements
Unilever Group continued
17. Investment and return 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 Group’s treasury department.
Netting agreements are also put in place with Unilever’s 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 Group’s credit exposures on derivative financial instruments,
Unilever has collateral agreements with Unilever’s 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 2019 the collateral held by Unilever under such arrangements amounted to €24 million (2018: €10 million), of which €24 million (2018: €10
million) was in cash, and €Nil million (2018: €Nil million) was in the form of bond securities. The non-cash collateral has not been recognised as an asset
in the Group’s balance sheet.
Further details in relation to the Group’s 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.
Fair values of financial assets and financial liabilities
Financial assets
Cash and cash equivalents
Financial assets at amortised cost
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss:
Derivatives
Other
Financial liabilities
Bank loans and overdrafts
Bonds and other loans
Lease liabilities
Derivatives
Other financial liabilities
€ million
€ million
Fair value
2019
Fair value
2018
(Restated)(a)
€ million
Carrying
amount
2019
€ million
Carrying
amount
2018
(Restated)(a)
4,185
798
266
134
583
5,966
3,230
629
329
194
364
4,746
4,185
798
266
134
583
5,966
3,230
629
329
194
364
4,746
(853)
(816)
(853)
(814)
(26,525)
(23,691)
(25,032)
(23,391)
(1,919)
(1,981)
(1,919)
(1,981)
(270)
(183)
(402)
(150)
(270)
(183)
(402)
(150)
(29,750)
(27,040)
(28,257)
(26,738)
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
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 2018 and 2019.
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.
130
Unilever Annual Report and Accounts 2019
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:
€ million
€ million
€ million
€ million
€ million
€ million
Notes
Level 1
2019
Level 1
2018
Level 2
2019
Level 2
2018
Level 3
2019
Level 3
2018
€ million
Total fair
value
2019
€ million
Total fair
value
2018
Assets at fair value
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through profit
or loss:
Derivatives(a)
Other
Liabilities at fair value
Derivatives(b)
Contingent consideration
17A
16C
17A
16C
14
7
–
311
–
–
160
4
5
255
164
266
329
–
145
208
–
276
–
–
272
–
219
208
583
276
364
–
–
(326)
(542)
–
–
–
–
(154)
(142)
(326)
(154)
(542)
(142)
(a) Includes €74 million (2018: €82 million) derivatives, reported within trade receivables, that hedge trading activities.
(b) Includes €(56) million (2018: €(140) 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 2018. There were also no
significant movements between the fair value levels since 31 December 2018.
The impact in 2019 income statement due to level 3 instruments is a loss of €9 million (2018: gain of €272 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
Reconciliation of movements in Level 3 valuations
1 January
Gains and losses recognised in income statement
Gains and losses recognised in other comprehensive income
Purchases and new issues
Sales and settlements
31 December
€ million
2019
€ million
2018
241
(9)
43
83
15
373
(101)
272
(9)
4
75
241
Significant unobservable inputs used in level 3 fair values
The largest asset valued using Level 3 techniques is an executive Life Insurance of €18 million (2018: €17 million). A change in one or more of the inputs to
reasonably possible alternative assumptions would not change the value significantly.
The gains and losses recognised in 2018 income statement includes a credit from early settlement of contingent consideration for Blueair.
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 2018.
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
arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
•
•
131
Financial StatementsUnilever Annual Report and Accounts 2019
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 €403 million (2018: €254 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
Due within one year
Due after one year
Total provisions
Movements during 2019
1 January 2019
Income Statement:
Charges
Releases
Utilisation
Reclassification(a)
Currency translation
31 December 2019
€ million
2019
€ million
2018
620
664
1,284
624
697
1,321
€ million
€ million
Other
530
107
(62)
(54)
28
(12)
537
Total
1,321
552
(157)
(356)
(72)
(4)
1,284
€ million
€ million
Restructuring
445
371
(75)
(257)
(18)
4
470
Legal
143
59
(10)
(38)
(7)
2
149
€ million
Brazil
indirect taxes
203
15
(10)
(7)
(75)
2
128
(a)
Includes an amount transferred to impairment provision relating to Brazil indirect tax assets. See note 13.
Restructuring provisions primarily include people costs such as redundancy costs and 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.
132
Unilever Annual Report and Accounts 2019
20. Commitments and contingent liabilities
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.
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.
Commitments
Lease commitments and other commitments fall due as follows:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
(a) Restated following adoption of IFRS 16. See note 1 and note 24 for further details.
€ million
Leases
2019
€ million
Leases
2018
(Restated)(a)
€ million
Other
commitments
2019
€ million
Other
commitments
2018
69
111
43
223
65
89
20
174
791
684
23
1,498
1,099
780
31
1,910
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 111 to 112.
Adoption of IFRS 16
On adoption of IFRS 16, previously disclosed commitments for fixed lease payments have been recognised on the balance sheet and are now excluded
from lease commitments. Other lease commitments are included in the table above. All prior year numbers have been restated.
Contingent liabilities
Contingent liabilities are possible obligations that are not probable. They arise in respect of litigation 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.
Assessing the amount of liabilities that are not probable is highly judgemental. Contingent liabilities are disclosed on the basis of the known maximum
exposure. In the case of fiscal matters the known maximum exposure is the amount included on a tax assessment.
A summary of our contingent liabilities is shown in the table below:
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties(a)
Inputs for PIS and COFINS taxes
Goodwill amortisation
Other tax assessments – approximately 600 cases
Total Brazil Tax
Other contingent liabilities
Total contingent liabilities
€ million
2019
€ million
2018
2,235
2,032
43
184
959
3,421
789
4,210
52
177
916
3,177
481
3,658
(a)
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. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without valid business
purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the Group’s
favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and again in 2017, 2018 and 2019 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 €2,235 million (2018: €2,032 million). The judicial process in Brazil is likely to take a number of years to conclude.
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 three of our largest
tax litigation cases, which represent around €1.8 billion of contingent liabilities, will move from the Administrative to the Judicial Courts during 2020
although the 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.
In 2019, a tax assessment was issued in connection with UK tax audit that commenced in 2015. The total amount of the tax assessment in respect of
this matter is €141 million and is included in other contingent liabilities. The UK tax authorities are reviewing the allocation of taxable income related to
intangible assets and centralised services as between Unilever N.V. and Unilever PLC, and whether Unilever N.V. has a permanent establishment in the
UK. These arrangements have been in place and consistently applied by Unilever for many years and have been previously reviewed and accepted by
the UK tax authorities. The period of review is for the years from 2011 to 2017, and the €141 million tax assessment is in respect of an alleged Unilever
N.V. permanent establishment in the UK for 2015. Unilever strongly disagrees with the positions taken by the UK tax authorities and believes that the
positions as filed in UK tax returns are in accordance with the tax legislation. Given the potential impact of any adjustment on the allocation of taxable
income between Unilever N.V. and Unilever PLC, with potential consequential effects for Dutch taxable income, we have filed a protective Mutual
Agreement Procedure with the Dutch and UK authorities.
Discussions with the UK tax authorities are ongoing and there is recognition that significant further work is required before any further tax assessments
can be issued and that the issues raised overlap in whole or part and therefore require a sequenced resolution. On the basis of the tax assessment
issued the maximum exposure could be up to €600 million.
133
Financial StatementsUnilever Annual Report and Accounts 2019 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 108 to 110.
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.
2019
In 2019, 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 2019 acquisitions is €1,167 million (2018: €1,194 million for acquisitions completed during that year). More information
related to the 2019 acquisitions is provided on page 135 to 136.
Deal completion date
Acquired/disposed business
28 January 2019
5 February 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.
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
21 May 2019
28 June 2019
26 July 2019
Acquired Garancia, a derma-cosmetic business in France. The acquisition strengthens our prestige portfolio in the
pharmacy channel.
Acquired Olly Nutrition, a US based vitamins, minerals and supplements business that accelerates our presence and
competitiveness in the wellness market.
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.
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
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.
Acquired 75% of FruFru, a healthy food business in Romania which accelerates our local presence and
competitiveness in the healthy food market.
As previously announced, in December 2018 the Group signed an agreement to acquire the health food drinks portfolio of GlaxoSmithKline in India,
Bangladesh and 20 other predominantly Asian markets primarily to acquire the Horlicks and Boost brands. The deal is now expected to complete during
the first half of 2020. The consideration is payable via a combination of €642 million cash and shares of Hindustan Unilever Limited. Based on the share
price of Hindustan Unilever Limited and exchange rates at 31 December 2019, the total consideration for the acquisition was valued at approximately
€5,086 million.
Effect on consolidated income statement
The acquisition deals completed in 2019 have contributed €227 million to Group revenue and €5 million to Group operating profit since the relevant
acquisition dates.
If the acquisition deals completed in 2019 had all taken place at the beginning of the year, Group revenue would have been €52,165 million and Group
operating profit would have been €8,724 million.
134
Unilever Annual Report and Accounts 2019 21. Acquisitions and disposals continued
2018
In 2018 the Group completed the following business acquisitions and disposals as listed below. For businesses acquired, the acquisition accounting has
been finalised and subsequent changes to the provisional numbers published last year were immaterial.
Deal completion date
Acquired/disposed business
15 January 2018
Acquired the remaining 2% non-controlling interest of Carver Korea bringing the Group’s ownership to 100%.
28 February 2018
Acquired Quala beauty & personal and home care business in Latin America.
2 July 2018
2 July 2018
Sold the global Spreads business (excluding Southern Africa) to KKR.
Sold the Spreads business in Southern Africa to Remgro plus a cash consideration of €306 million in exchange for
Remgro’s 25.75% shareholding in Unilever South Africa.
27 September 2018
Acquired Adityaa Milk, an ice cream business in India. The acquisition strengthens Unilever front end distribution
reach in India.
1 October 2018
1 November 2018
Acquired 75% of Equilibra, the Italian personal care and wellbeing business. The acquisition complements Unilever's
product range through its presence in the ‘natural’ personal care segment.
Acquired Betty Ice, a leading ice cream business in Romania. The acquisition enriches Unilever's product range
through local offerings and price tiers.
3 December 2018
Acquired Denny Ice, an ice cream business in Bulgaria to strengthen local product knowledge.
31 December 2018
Acquired Vegetarian Butcher, a vegetarian meat replacement, foods business in the Netherlands. The acquisition fits
with Unilever’s strategy to expand its portfolio into plant-based foods responding to the growing trend of vegetarian
and vegan meals.
Effect on consolidated balance sheet
Acquisitions
The following table sets out the effect of the acquisitions in 2019, 2018 and 2017 on the consolidated balance sheet. The fair values currently used for
opening balances of all acquisitions made in 2019 are provisional, with the exception of the Laundress and Graze whose opening balance sheets were
finalised within 2019. 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.
Detailed information relating to goodwill is provided in note 9 on pages 108 to 110. The value of goodwill which is expected to be tax deductible is €160
million.
Net assets acquired
Non-controlling interest
Goodwill
Total payment for acquisition
Exchange rate gain/(loss) on cash flow hedge
Total consideration
€ million
2019
€ million
2018
€ million
2017
771
(25)
421
1,167
–
1,167
815
(17)
496
1,294
(100)
1,194
2,423
(50)
2,539
4,912
51
4,963
135
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
21. Acquisitions and disposals continued
In 2019 the net assets acquired and total payment for acquisitions consist of:
Intangible assets
Other non-current assets
Trade and other receivables
Other current assets
Non-current liabilities
Current liabilities
Net assets acquired
Non-controlling interest
Goodwill
Exchange rate gain/(loss) on cash flow hedges
Cash consideration
Deferred consideration
Total consideration
€ million
2019
787
37
58
94
(128)
(77)
771
(25)
421
–
1,149
18
1,167
No contingent liabilities were acquired in the acquisitions described above.
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.
Disposals
Total consideration for 2019 disposals is €169 million (2018: €7,590 million for disposals completed during that year). The following table sets out the
effect of the disposals in 2019, 2018 and 2017 on the consolidated balance sheet. The results of disposed businesses are included in the consolidated
financial statements up to their date of disposal.
Goodwill and intangible assets
Other non-current assets
Current assets
Trade creditors and other payables
Net assets sold
(Gain)/loss on recycling of currency retranslation on disposal
Profit/(loss) on sale attributable to Unilever
Consideration
Cash
Cash balances of businesses sold
Non-cash items and deferred consideration
€ million
2019
€ million
2018
€ million
2017
82
19
15
(12)
104
–
65
169
168
1
–
169
2,510
666
261
(107)
3,330
(71)
4,331
7,590
7,135
321
134
7,590
71
92
10
(8)
165
66
332
563
560
–
3
563
On 1 March 2019 Unilever sold the global Alsa baking and dessert business to Dr. Oetker for €155 million cash consideration. Goodwill of €27 million was
allocated from the Foods & Refreshment CGUs. Profit on the disposal was €57 million, recognised as a non-underlying item (see note 3).
136
Unilever Annual Report and Accounts 2019 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 Group’s 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.
Disposal groups held for sale(a)
Goodwill and intangibles
Property, plant and equipment
Inventories
Trade and other receivables
Other
Property, plant and equipment held for sale(b)
Assets held for sale
Liabilities held for sale
€ million
2019
Total
€ million
2018
Total
3
13
9
1
3
29
53
82
1
82
19
8
2
4
115
4
119
11
(a) In 2018, disposal groups held for sale consists of assets mainly relating to Alsa baking and dessert business which was disposed during 2019.
(b) 2019 includes manufacturing assets held for sale in various countries.
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.
The following related party balances existed with associate or joint venture businesses at 31 December:
Related party balances
Trading and other balances due from joint ventures
Trading and other balances due from/(to) associates
€ million
2019
€ million
2018
123
–
121
–
Joint ventures
Sales by Unilever group companies to Unilever FIMA, LDA and Pepsi Lipton joint ventures were €108 million and €60 million in 2019 (2018: €107 million
and €65 million) respectively. Sales from Unilever FIMA, LDA and from Pepsi Lipton joint ventures to Unilever group companies were €67 million and €46
million in 2019 (2018: €83 million and €51 million) respectively. Royalties and service fee paid by Unilever FIMA LDA to Unilever group companies were
€15 million (2018: €16 million). Balances owed by/(to) Unilever FIMA, LDA and Pepsi Lipton joint ventures at 31 December 2019 were €128 million and €(5)
million (2018: €127 million and €(6) million) respectively.
Associates
Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects.
Langholm Capital II was launched in 2009. Unilever has invested €64 million in Langholm Capital II, with an outstanding commitment at the end of 2019
of €11 million (2018: €13 million). During 2019, Unilever received €0 million (2018: €0.3 million) from its investment in Langholm Capital II.
137
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
24. Restatement impact of IFRS 16
Upon adoption of IFRS 16, the Group has recognised leases on the balance sheet with a right-of-use asset and related lease liability. Refer to note 1
for a summary of accounting for leases under the new standard. The Group has restated all prior periods for the impact of IFRS 16 in line with the ‘full
retrospective approach’. The Group has chosen not to recognise short-term leases, which are those less than 12 months, and leases of low-value assets
on the balance sheet.
Financial statement impact
The following tables summarise the impact of adopting IFRS 16 on the Group’s consolidated financial statements. Only restated lines have been
included in the following tables:
(A) Balance sheet
The Group recognised leased assets on the balance sheet representing the right to use of the underlying assets from the lease contracts. Current and
non-current lease liabilities were also recognised for the present value of the lease payments due under the lease contracts. Deferred tax adjustments
are due to temporary timing differences arising from the recognition of leased assets and lease liabilities. Shareholders' equity has been restated
to reflect the cumulative impact of IFRS 16 on retained earnings and currency translation adjustment as a result of IFRS 16 restatement of foreign
subsidiaries.
Consolidated balance sheet items
Non-current assets
Property, plant and equipment
Deferred tax assets
Other non-current assets
Total non-current assets
Current assets
Trade and other current receivables
Total current assets
Total assets
Current liabilities
Financial liabilities
Total current liabilities
Non-current liabilities
Financial liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Equity
Shareholders' equity
Other reserves
Retained profit
Total equity
Total liabilities and equity
€ million
As at 31 December 2018
€ million
As at 31 December 2017
As previously
reported
Adjustments
for IFRS 16
Restated
As previously
reported
Adjustments
for IFRS 16
Restated
10,347
1,117
648
43,975
6,485
15,481
59,456
3,235
19,772
21,650
1,923
27,392
47,164
1,741
35
(118)
1,658
(3)
(3)
1,655
378
378
1,475
(23)
1,452
1,830
12,088
1,152
530
45,633
6,482
15,478
61,111
3,613
20,150
23,125
1,900
28,844
48,994
10,411
1,085
557
43,302
5,222
16,983
60,285
7,968
23,177
16,462
1,913
22,721
45,898
1,859
33
(116)
1,776
(3)
(3)
1,773
410
410
1,577
(25)
1,552
1,962
12,270
1,118
441
45,078
5,219
16,980
62,058
8,378
23,587
18,039
1,888
24,273
47,860
(15,286)
68
(15,218)
(13,633)
46
(13,587)
26,265
11,572
12,292
59,456
(243)
(175)
(175)
1,655
26,022
11,397
12,117
61,111
26,648
13,629
14,387
60,285
(235)
(189)
(189)
1,773
26,413
13,440
14,198
62,058
Only impacted lines and key sub-totals are presented in the table above.
138
Unilever Annual Report and Accounts 2019 24. Restatement impact of IFRS 16 continued
(B) Income statement and statement of comprehensive income
Operating profit has been restated to remove operating lease payments previously recognised and to recognise depreciation expense on the leased
assets that are now recognised on the balance sheet. Interest expense on lease liabilities has been recognised within finance costs. Adjustments to
taxation are due to the change in profit before taxation. Currency translation gains/losses have also been restated to reflect the foreign exchange
impact of IFRS 16 on subsidiaries that do not have a euro functional currency.
Consolidated income statement
Operating profit
Finance costs
Profit before taxation
Taxation
Net profit
Attributable to:
Shareholders' equity
Consolidated statement of comprehensive income
€ million
For the year ended 31 December 2018
€ million
For the year ended 31 December 2017
As previously
reported
Adjustments
for IFRS 16
Restated
As previously
reported
Adjustments
for IFRS 16
Restated
12,535
(591)
12,383
(2,575)
9,808
104
(127)
(23)
3
(20)
12,639
(718)
12,360
(2,572)
9,788
8,857
(556)
8,153
(1,667)
6,486
100
(127)
(27)
(3)
(30)
8,957
(683)
8,126
(1,670)
6,456
9,389
(20)
9,369
6,053
(30)
6,023
€ million
For the year ended 31 December 2018
€ million
For the year ended 31 December 2017
As previously
reported
Adjustments
for IFRS 16
Restated
As previously
reported
Adjustments
for IFRS 16
Restated
Net profit
9,808
(20)
9,788
6,486
(30)
6,456
Other comprehensive income
Items that may be reclassified subsequently to profit
or loss, net of tax:
Currency retranslation gains/(losses)
Total comprehensive income
Attributable to:
Non-controlling interests
Shareholders' equity
(861)
8,615
407
8,208
22
2
-
2
(839)
8,617
407
8,210
(983)
6,710
381
6,329
48
18
-
18
(935)
6,728
381
6,347
Only impacted lines and key sub-totals are presented in the tables above.
(C) Cash flow statement
There is no impact on overall cash flows on the Group from the adoption of IFRS 16. However, cash outflows for lease payments have been reclassified
from cash flows from operating activities to cash flows used in financing activities.
Consolidated statement of cash flows
Net profit
Taxation
Net finance costs
Operating profit
Depreciation, amortisation and impairment
Eliminiation of (profits)/losses on disposal
Other adjustments
Cash flows from operating activities
Net cash flows from operating activities
Interest paid
Capital element of finance lease rental payments
Capital element of lease payments
Net cash flows (used in)/from financing activities
€ million
For the year ended 31 December 2018
€ million
For the year ended 31 December 2017
As previously
reported
Adjustments
for IFRS 16
Restated
As previously
reported
Adjustments
for IFRS 16
Restated
9,808
2,575
481
12,535
1,747
(4,299)
(266)
9,047
6,753
(477)
(10)
–
(11,548)
(20)
(3)
127
104
469
(14)
6
565
565
(94)
10
(481)
(565)
9,788
2,572
608
12,639
2,216
(4,313)
(260)
9,612
7,318
(571)
–
(481)
6,486
1,667
877
8,857
1,538
(298)
(153)
9,456
7,292
(470)
(14)
–
(12,113)
(1,433)
(30)
3
127
100
487
–
–
587
587
(104)
14
(497)
(587)
6,456
1,670
1,004
8,957
2,025
(298)
(153)
10,043
7,879
(574)
–
(497)
(2,020)
Only impacted lines and key sub-totals are presented in the table above.
139
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
24. Restatement impact of IFRS 16 continued
(D) Impact on earnings per share
Basic and diluted earnings per share have been restated to reflect the restated net profit attributable to shareholders’ equity as per the income
statement.
Combined earnings per share
Basic earnings per share
Diluted earnings per share
Underlying earnings per share
Net profit
Non-controlling interests
Net profit attributable to shareholders' equity – used for basic and diluted earnings
per share
Post tax impact of non-underlying items
Underlying profit attributable to shareholders' equity – used for underlying
earnings per share
2018
As previously
reported
Restated
As previously
reported
€3.50
€3.48
€2.36
€3.49
€3.48
€2.35
€2.16
€2.15
€2.24
2017
Restated
€2.15
€2.14
€2.23
€ million 2018
€ million 2017
As previously
reported
Restated
As previously
reported
Restated
9,808
(419)
9,389
(3,024)
9,788
(419)
9,369
(3,024)
6,486
(433)
6,053
262
6,456
(433)
6,023
262
6,365
6,345
6,315
6,285
(E) Impact on segment information
Segment information for the Group’s divisions and geographical areas has been restated. Operating profit, underlying operating profit, operating
margin and underlying operating margin have been restated to reflect the impact of IFRS 16 adoption on the income statement as follows:
€ million
Beauty &
Personal Care
€ million
Foods &
Refreshment
€ million
Home
Care
€ million
Total
4,130
35
4,165
4,508
35
4,543
510
176
686
4,103
37
4,140
4,375
37
4,412
488
153
641
7,245
42
7,287
3,534
42
3,576
773
176
949
3,616
41
3,657
3,737
41
3,778
802
257
1,059
1,160
27
1,187
1,317
27
1,344
256
117
373
1,138
22
1,160
1,288
23
1,311
248
77
325
12,535
104
12,639
9,359
104
9,463
1,539
469
2,008
8,857
100
8,957
9,400
100
9,500
1,538
487
2,025
Segment information
2018
Operating profit
As previously reported
Adjustments for IFRS 16
Restated
Underlying operating profit
As previously reported
Adjustments for IFRS 16
Restated
Depreciation and amortisation
As previously reported
Adjustments for IFRS 16
Restated
2017
Operating profit
As previously reported
Adjustments for IFRS 16
Restated
Underlying operating profit
As previously reported
Adjustments for IFRS 16
Restated
Depreciation and amortisation
As previously reported
Adjustments for IFRS 16
Restated
140
Unilever Annual Report and Accounts 2019
24. Restatement impact of IFRS 16 continued
(E) Impact on segment information continued
Regional
2018
Operating profit
As previously reported
Adjustments for IFRS 16
Restated
Underlying operating profit
As previously reported
Adjustments for IFRS 16
Restated
2017
Operating profit
As previously reported
Adjustments for IFRS 16
Restated
Underlying operating profit
As previously reported
Adjustments for IFRS 16
Restated
€ million
Asia/AMET/RUB
€ million
The Americas
€ million
Europe
€ million
Total
4,777
47
4,824
4,340
47
4,387
3,802
45
3,847
4,108
45
4,153
3,586
35
3,621
2,694
35
2,729
3,086
34
3,120
3,063
34
3,097
4,172
22
4,194
2,325
22
2,347
1,969
21
1,990
2,229
21
2,250
12,535
104
12,639
9,359
104
9,463
8,857
100
8,957
9,400
100
9,500
25. Remuneration of auditors
This note includes all amounts paid to the Group’s auditors, whether in relation to their audit of the Group or otherwise. During the year the Group
(including its subsidiaries) obtained the following services from the Group auditors and its associates:
Fees payable to the Group’s auditors for the audit of the consolidated and parent
company accounts of Unilever N.V. and Unilever PLC(a)
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of
Unilever N.V. and Unilever PLC pursuant to legislation(b)
Total statutory audit fees(c)
Audit-related assurance services
Other taxation advisory services
Services relating to corporate finance transactions
Other assurance services
All other non-audit services
€ million
2019
€ million
2018
€ million
2017
5
12
17
–(d)
–(d)
–
-(e)
–(d)
6
10
16
–(d)
–(d)
–
5(e)
–(d)
4
10
14
–(d)
–(d)
–
5(e)
–(d)
(a) Of which €1 million was payable to KPMG Accountants N.V. (2018: €1 million; 2017: €1 million) and €4 million was payable to KPMG LLP (2018: €5 million; 2017: €4 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.
Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2018: less than
€1 million individually and in aggregate; 2017: less than €1 million individually and in aggregate).
Amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2018: less than €1 million; 2017: €1 million).
2018 includes €4 million (2017: €5 million) for audits and reviews of carve-out financial statements of the Spreads business and €1 million (2017: €Nil) for assurance
work on Simplification.
(c)
(d)
(e)
26. 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 30 January 2020 Unilever announced a quarterly dividend with the 2019 fourth quarter results of €0.4104 per NV ordinary share and £0.3472 per PLC
ordinary share. The total value of the announced dividend is €1,073 million.
141
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Consolidated Financial Statements
Unilever Group continued
27. Significant subsidiaries
The following represents the significant subsidiaries of the Group as 31 December 2019, 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 NV or PLC in
the company. The companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.
Country
Argentina
Australia
Bangladesh
Brazil
Canada
China
China
England and Wales
England and Wales
England and Wales
France
Germany
Germany
India
Indonesia
Italy
Japan
Mexico
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Pakistan
Philippines
Russia
Singapore
South Africa
Spain
Switzerland
Switzerland
Switzerland
Thailand
Turkey
Name of company
Unilever de Argentina S.A.
Unilever Australia Limited
Unilever Bangladesh Limited
Unilever Brasil Ltda.
Unilever Canada Inc.
Walls (China) Co. Ltd.
Unilever Services (Hefei) Co Ltd
Unilever UK & CN Holdings Limited
Unilever U.K. Holdings Limited
Unilever UK Limited
Unilever France S.A.S
Unilever Deutschland GmbH
Unilever Deutschland Holding GmbH
Hindustan Unilever Limited
PT Unilever Indonesia, Tbk.
Unilever Italia Mkt Operations S.R.L
Unilever Japan Customer Marketing K.K.
Unilever de Mexico, S. de R.I. de C.V.
Mixhold B.V.
Unilever Finance International B.V.
Unilever Nederland B.V.
Unilever Europe B.V.
UNUS Holding B.V.
Unilever Pakistan Limited
Unilever Philippines, Inc.
OOO Unilever Rus
Unilever Asia Private Limited
Unilever South Africa (Pty) Limited
Unilever Espana S.A.
Unilever ASCC AG
Unilever Finance International AG
Unilever Supply Chain Company AG
Unilever Thai Trading Limited
Unilever Sanayi ve Ticaret Turk A.S
United Arab Emirates
Unilever General Trading LLC
USA
USA
USA
Vietnam
Conopco, Inc.
Unilever Capital Corporation
Unilever United States, Inc.
Unilever Vietnam International Company Limited
NV %
64.55
–
–
64.55
64.55
100.00
100.00
–
–
5.61
64.54
64.55
64.55
–
54.86
100.00
100.00
64.55
64.55
100.00
100.00
100.00
55.40
–
64.55
11.89
100.00
8.98
100.00
100.00
100.00
100.00
64.55
64.54
–
55.40
55.40
55.40
100.00
PLC%
35.45
100
60.75
35.45
35.45
–
–
100
100
94.39
35.45
35.45
35.45
67.18
30.13
–
–
35.45
35.45
–
–
–
44.60
99.27
35.45
88.11
–
91.02
–
–
–
–
35.45
35.44
49.00
44.60
44.60
44.60
–
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.
See pages 153 to 160 for a complete list of subsidiary undertakings, associates and joint ventures.
142
Unilever Annual Report and Accounts 2019 Company Accounts
Unilever N.V.
Income statement
for the year ended 31 December
Turnover
Operating profit/(loss)
Net finance costs
Finance costs
Pensions and similar obligations
Premium paid on buyback of preference shares
Income from shares in group undertakings
Profit/(loss) on disposal of intangible assets
(Impairment)/Reversal of impairment of intangible assets
Profit before taxation
Taxation
Net profit
Statement of comprehensive income
for the year ended 31 December
Net profit
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax:
Remeasurement of defined benefit pension plans
Items that may be reclassified to profit or loss, net of tax:
Other
Total comprehensive income
Statement of changes in equity
31 December 2017
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plans net of tax
Other
Total comprehensive income
Dividends on ordinary capital
Hedging gain/(loss) transferred to non-financial assets
Movements in treasury shares
Share-based payment credit
31 December 2018
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plans net of tax
Other
Total comprehensive income
Dividends on ordinary capital
Cancellation of treasury shares
Movements in treasury shares
Share-based payment credit
31 December 2019
Notes
€ million
2019
€ million
2018
1
1
22
2
3
4
2,824
2,976
833
(30)
(28)
(2)
–
781
(415)
(31)
(2)
(382)
347
18,111
9
(8)
615
(11)
1,151
19,081
(136)
(135)
1,015
18,946
€ million
2019
€ million
2018
1,015
18,946
(6)
(3)
3
(22)
1,012
18,921
€ million
€ million
€ million
€ million
Legal
reserves
Other
reserves
Retained
profit
€ million
Called
up share
capital
€ million
Share
premium
account
275
20
16
(5,881)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(3,015)
–
275
20
16
(8,896)
–
–
–
–
–
(40)
–
–
235
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,516
26
–
Total
equity
10,211
18,946
(3)
(22)
18,921
(2,262)
99
(3,015)
38
23,992
1,015
(6)
3
1,012
(2,352)
–
26
53
15,781
18,946
(3)
(22)
18,921
(2,262)
99
–
38
32,577
1,015
(6)
3
1,012
(2,352)
(8,476)
–
53
20
16
(354)
22,814
22,731
143
Financial StatementsUnilever Annual Report and Accounts 2019
Company Accounts
Unilever N.V. continued
Balance sheet
as at 31 December
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Other non-current assets
Other financial assets
Current assets
Trade and other current receivables
Cash and cash equivalents
Other financial assets
Total assets
Liabilities
Current liabilities
Trade payables and other current liabilities
Financial liabilities
Provisions
Non-current liabilities
Financial liabilities
Pensions and similar obligations
Provisions
Deferred tax liabilities
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium account
Legal reserves
Other reserves
Retained profit
Total liabilities and equity
Notes
€ million
2019
€ million
2018
5
6
7
8
9
10
11
11
12
13
15
16
17
18
19
14
2,927
29,504
8,793
–
2,875
29,551
9,829
14
41,224
42,269
10,555
10,166
–
80
7
62
10,635
51,859
10,235
52,504
18,748
1,164
–
18,137
132
1
19,912
18,270
8,795
9,845
82
–
339
90
2
305
9,216
29,128
10,242
28,512
235
20
16
275
20
16
(354)
(8,896)
22,814
22,731
51,859
32,577
23,992
52,504
For the information required by Article 2:392 of the Dutch Civil Code, refer to pages 79 to 86. Pages 145 to 148 are part of the notes to the Unilever N.V.
company accounts.
144
Unilever Annual Report and Accounts 2019 Notes to the Company Accounts
Unilever N.V.
Accounting information and policies
Basis of preparation
The company accounts of Unilever N.V. (the Company) were prepared on
the going concern basis and comply in all material respects with legislation
in the Netherlands. As allowed by Article 2:362.1 of the Dutch Civil Code, the
company accounts are prepared in accordance with Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (FRS 101), unless such
standards conflict with the Dutch Civil Code which would in such case prevail.
The accounts are prepared under the historical cost convention, except for
the revaluation of financial assets classified as ‘fair value through other
comprehensive income’ or ‘fair value through profit or loss’, pension assets,
as well as derivative financial instruments, which are reported in accordance
with the accounting policies set out below. These have been consistently
applied to all periods presented.
Unilever N.V. is included within the consolidated financial statements of the
Group. The consolidated financial statements of the Group are prepared in
accordance with International Financial Reporting Standards as issued by the
IASB and as adopted by the European Union.
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to share-based
payments, financial instruments, capital management, presentation of
comparative information in respect of certain assets, presentation of a cash
flow statement, impairment of assets, non-current assets held for sale,
discontinued operations, business combinations, related-party transactions
and standards not yet effective. Where required equivalent disclosures are
given in the group accounts of Unilever, which are available within this report.
Accounting policies
The principal accounting policies are as follows:
Foreign currency
The Company's functional and presentational currency is the Euro.
Transactions in foreign currencies are translated to the Company’s
functional currency at the foreign exchange rate ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional
currency at the foreign exchange rate ruling at that date. Non-monetary
assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date of the
transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are retranslated to the functional
currency at foreign exchange rates ruling at the dates the fair value was
determined. Foreign exchange differences arising on translation are
recognised in the profit and loss account (except for differences arising on
the retranslation of qualifying cash flow hedges, which are recognised in
other comprehensive income).
Turnover
Turnover excludes value added tax and is royalties and service fees
received from Group companies. Royalty income from brand and
technology licence arrangements is recognised at the time sales are made
by Group companies. Revenue from services is recognised over time based
on the usage of these services by Group companies.
Operating profit/(loss)
The operating profit/(loss) is stated after deducting the costs that are
mainly related to the royalties and delivered services. Expenses are
allocated to the period in which they relate.
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.
Taxation
Unilever N.V., together with certain of its subsidiaries, is part of a tax
grouping for Dutch corporate income tax purposes. Unilever N.V. is the
head of the fiscal unity. The members of the fiscal unity are jointly and
severally liable for any taxes payable by the Dutch tax grouping.
Intangible assets
Finite life intangible assets mainly comprise patented and non-patented
technology, licences and software including intangible assets acquired
from the Group companies. These assets are capitalised and 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 15 years. Indefinite-life intangible assets
mainly comprise trademarks and brands. These assets are capitalised
at cost but not amortised. They 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.
Business combinations are accounted for using the acquisition accounting
method as at the acquisition date which is the date at which control was
transferred to Unilever. 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 not amortised but it is tested
for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried at cost
less accumulated losses. Any impairment is charged to the income
statement as it arises.
Investments in subsidiaries
Shares in group companies are stated at amortised cost less any amounts
written off to reflect impairment. Any impairment is charged to the profit
and loss account as it arises.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to
known amounts of cash with insignificant risk of change in value.
Financial instruments
The Company’s accounting policies are the same as the Unilever Group’s
and comply with International Accounting Standard 32 ‘Financial
Instruments: Presentation’ (IAS 32), IFRS 9 'Financial Instruments' and IFRS
7 ‘Financial Instruments: Disclosures’. The policies are set out under the
heading ‘Capital and funding’ in note 15 to the consolidated accounts
on pages 116 to 120. Unilever N.V. is taking the exemption for financial
instruments disclosures, because IFRS 7 disclosures are given in notes 15
to 18 to the consolidated accounts on pages 116 to 132.
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and
debt securities, trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables. Trade and other
receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective
interest method, less any impairment losses. Trade and other payables are
recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method.
Deferred taxation
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 Company. 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
they will probably 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.
Treasury shares
Shares held to satisfy options are accounted for in accordance with IAS 32
‘Financial Instruments: Presentation’. All differences between the purchase
price of the shares held to satisfy options granted and the proceeds received
for the shares, whether on exercise or lapse, are charged to other reserves.
Retirement benefits
Unilever N.V. is the sponsoring employer to a number of pension schemes.
145
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Company Accounts
Unilever N.V. continued
There are formal agreements in place for how the contributions to be
paid are split between participating companies. Accordingly, Unilever
N.V. recognises the assets and liabilities of the schemes of which it is a
sponsoring employer in full on the NV balance sheet. The recovery of
contributions from other employing entities is in line with the existing
agreements that are already in place.
Unilever N.V. has accounted for pensions and similar benefits under IAS
19 ‘Employee Benefits’. The operating and financing costs of defined
benefit plans are recognised separately in the profit and loss account;
service costs are systematically spread over the service lives of employees;
and financing costs are recognised in the periods in which they arise.
Variations from expected costs, arising from the experience of the plans
or changes in actuarial assumptions, are recognised immediately in
other comprehensive income. The costs of individual events such as past
benefits, enhancements, settlements and curtailments are recognised
immediately in the profit and loss account. The liabilities and, where
applicable, the assets of defined benefit plans are recognised at fair value
in the balance sheet. The charges to the profit and loss account for defined
contribution plans are Unilever N.V. contributions payable and the assets
of such plans are not included in Unilever N.V.’s balance sheet.
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.
Dividends
Under IAS 10 ‘Events after the Balance Sheet Date’, proposed dividends
do not meet the definition of a liability. Therefore, we do not recognise a
liability in any period for dividends that have been proposed but will not
be approved until after the balance sheet date. This holds for external
dividends as well as intra-group dividends paid to the parent company.
Financial guarantees
Where the Company enters into financial guarantee contracts to
guarantee the indebtedness of other companies within its group, the
Company considers these to be insurance arrangements and accounts for
them as such. In this respect, the Company treats the guarantee contract
as a contingent liability until such time as it becomes probable that the
Company will be required to make a payment under the guarantee.
IFRS 16 - Leases
Unilever N.V. does not have any lease arrangements on a standalone
basis and so there is no impact of IFRS 16.
1. Operating profit/(loss)
Turnover
Royalties and services charged out to
group companies
Administrative expenses
Incurred costs and royalties paid
Amortisation of finite-life intangible
assets and software
Other administrative expenses
Operating profit
€ million
2019
€ million
2018
2,824
2,976
2,824
(1,991)
(1,743)
2,976
(2,195)
(1,945)
(95)
(153)
833
(91)
(159)
781
2. Income from shares in group undertakings
Dividends received from shares in Group
undertakings
€ million
2019
€ million
2018
347
347
18,111
18,111
146
3. Profit/(loss) on disposal of intangible assets
Profit on disposal of intangible assets
€ million
2019
€ million
2018
9
9
615
615
The profit recognised in 2018 arose from the disposal of a trademark as
part of the spreads disposals.
4. Taxation
Tax charge in income statement
€ million
2019
€ million
2018
Current tax
Current year
Utilisation of prior year tax credits
Adjustments in respect of prior years
Deferred tax
Origination and reversal of temporary
differences
Adjustments in respect of prior years
Total tax expense
Reconciliation of tax expense
Profit/(loss) for the year
Tax using the Dutch statutory corporate
(180)
85
(12)
(107)
(18)
(11)
(29)
(136)
(148)
78
9
(61)
(147)
73
(74)
(135)
€ million
2019
€ million
2018
1,151
19,081
income tax rate of 25% (2018: 25%)
(288)
(4,770)
Tax effects of:
Income not subject to tax (primarily
tax exempt dividends)
Non recoverable withholding tax
(Under)/over provided in prior years
Reduction in tax rate on deferred tax balances
Utilisation of prior year tax credit
Other
Total tax expense
5. Intangible assets
87
(27)
(10)
(12)
85
29
(136)
4,528
(35)
–
79
78
(15)
(135)
€ million
Goodwill
€ million
Indefinite-
life
intangible
assets
€ million € million € million
Finite-life
intangible assets
Software
Other
Total
399
–
1,637
129
137
1,304
3,477
–
26
155
399
1,766
137
1,330
3,632
–
–
–
(11)
(137)
(454)
(602)
(8)
–
(95)
(103)
(19)
(137)
(549)
(705)
399
1,747
399
1,626
–
–
781
2,927
850
2,875
Cost
At 1 January 2019
Additions
At 31 December
2019
Amortisation
and Impairment
At 1 January 2019
Amortisation/
impairment
for the year
At 31 December
2019
Net book value
31 December
2019
Net book value
31 December 2018
Impairment testing has been performed for goodwill and indefinite life
intangible assets. Value in use of these assets is calculated as the present
value of future cash flows and is based on the expected royalty income
taken from our annual forecast and strategic plans over the next five to
ten years. We consider each acquisition separately to determine the most
appropriate timescale before applying a fixed terminal value multiple to
the final year net cash flows.
Unilever Annual Report and Accounts 2019 6. Investments in subsidiaries
11. Financial liabilities
Cost
At 1 January 2019
Disposal
At 31 December 2019
Impairment losses
At 1 January 2019
At 31 December 2019
Net book value 31 December 2019
Net book value 31 December 2018
€ million
29,551
(47)
29,504
–
–
29,504
29,551
Current
Bonds and other loans
Other
Non-current
Bonds and other loans
Accruals and deferred income
Other
€ million
2019
€ million
2018
1,050
114
1,164
8,795
–
–
8,795
–
132
132
9,831
2
12
9,845
Details of the company's subsidiary undertakings are given on pages 153 to
160. Impairment testing has been performed for investments in subsidiaries
by comparing the carrying amount of each investment with the relevant
subsidiary balance sheet to identify whether its net assets exceed the
investment amount. If the investment was lower than the subsidiary net
assets, a discounted cash flow was calculated by computing the present
value of future cash flows over the next five years and applying a fixed
terminal value multiple to the final year net cash flows.
Bonds and other loans include notes with a face value of €9,900 million
(year-end amortised cost €9,842 million) issued between 2013 and 2018.
These notes were issued at coupon rates ranging between 0% and 1.75%
and with maturity dates between 2020 and 2033. Further details are given
in note 15C to the consolidated accounts on page 120.
12. Pensions and similar obligations
7. Other non-current assets
Loans to group companies(a)
€ million
2019
€ million
2018
8,793
9,829
Funded retirement (benefit)/liability
Unfunded retirement liability
€ million
2019
€ million
2018
(1)
83
82
3
87
90
(a)
Loans to group companies include balances with group companies which are
interest bearing at market rates are unsecured and repayable on demand.
In respect of the key assumptions for the Netherlands, disclosures are
given in note 4B to the consolidated accounts on pages 98 to 103.
Unilever N.V. does not consider the fair value of loans to group companies
to be significantly different from their carrying values. As these are
amounts due from other entities within the Group, Unilever N.V. has
estimated the expected credit losses to be immaterial. Our historical
experience of collecting these balances supported by the level of default
confirms that the credit risk is low.
8. Trade and other current receivables
Loans to group companies(b)
Amounts due from group companies(b)
Taxation
Other
€ million
2019
€ million
2018
1,048
9,403
30
74
10,555
20
10,024
28
94
10,166
(b)
Amounts due from group companies are mainly interest bearing amounts that
are repayable on demand. Other amounts are interest free and settled monthly.
Loans to group companies are all interest bearing at market rates and are
unsecured, repayable on demand and supported by formal agreements.
Unilever N.V. does not consider the fair value of loans to group companies
and amounts due from group companies to be significantly different
from their carrying values. As these are amounts due from other entities
within the Group, Unilever N.V. has estimated the expected credit losses
to be immaterial. Our historical experience of collecting these balances
supported by the level of default confirms that the credit risk is low.
9. Cash and cash equivalents
There was no cash at bank and in hand for which payment notice was
required at either 31 December 2019 or 31 December 2018.
10. Trade payables and other current liabilities
Other amounts owed to group companies(c)
Loans from group companies(c)
Other
€ million
2019
€ million
2018
13,131
5,394
223
18,748
11,907
6,012
218
18,137
(c)
Amounts due to group companies are mainly interest bearing amounts that are
repayable on demand. Other amounts are interest free and settled monthly.
Loans from group companies are all interest bearing at market rates and are
unsecured, repayable on demand and supported by formal agreements.
13. Deferred tax liabilities
At 1 January 2019
Income statement:
Charges
Releases
Utilisation
Other
At 31 December 2019
Due within one year
Due after one year
€ million
305
29
–
–
5
339
–
339
At the balance sheet date, Unilever N.V. has unused tax credits amounting to
€250 million (2018: €304 million) available for offset against future tax profits.
Deferred tax assets have not been recognised as it is not probable that there
will be future taxable profits against which the credits will be utilised.
14. Capital and reserves
Company accounts Unilever N.V.
Unilever Group: shareholders’ equity
€ million
2019
€ million
2018
22,731
13,192
23,992
11,397
The equity of the Unilever Group €13,192 million (2018: €11,397 million)
includes the equity of Unilever N.V. €22,731 million (2018: €23,992 million),
and the equity of Unilever PLC £7,216 million (2018: £3,448 million). The
difference arises from recognising investments in subsidiaries in the
Unilever N.V. accounts at cost less any amounts written off to reflect
impairment, not eliminating intra-group balances and transactions and
not performing other consolidation procedures which are performed for
the Unilever Group financial statements.
15. Called up share capital
The called up share capital amounting to €235 million (2018: €275 million)
consists of 1,460,714,804 (2018: 1,714,727,700) Unilever N.V. ordinary shares
and 2,400 (2018: 2,400) Unilever N.V. ordinary special shares. These special
shares numbered 1 to 2,400 are held by a subsidiary of Unilever N.V. and a
subsidiary of Unilever PLC, each holding 50%. Further details are given in note
15A to the consolidated accounts on page 117. 8,018,615 (2018: 263,332,691)
of the ordinary shares are held by Unilever N.V. (see note 18) and 9,264 (2018:
16,420) ordinary shares are held by other group companies.
147
Financial StatementsUnilever Annual Report and Accounts 2019 Notes to the Company Accounts
Unilever N.V. continued
16. Share premium
The share premium shown in the balance sheet is not available for the
issue of bonus shares or for repayment without incurring withholding tax
payable by Unilever N.V.
17. Legal reserves
In 2006 the Unilever N.V. ordinary shares were split in the ratio 3 to 1 and at
the same time the share capital, previously denominated in Dutch guilders,
was converted into euros. Due to rounding the new nominal value per share
differs from the value expressed in Dutch guilders. As a result, the reported
share capital issued at 31 December 2006 was €16 million lower than in 2005.
18. Other reserves
1 January
Change during the year
31 December
€ million
2019
€ million
2018
(8,896)
8,542
(354)
(5,881)
(3,015)
(8,896)
During 2019, 254,012,896 (2018: Nil) ordinary shares held in treasury were
cancelled. The amount paid to repurchase these shares was initially
recognised in other reserves and was transferred to retained profit on
cancellation
Unilever N.V. holds 8,018,615 (2018: 263,332,691) of its own ordinary shares.
These are held as treasury shares within other reserves.
19. Retained profit
1 January
Profit for the year
Dividends
Realised profit on shares/certificates held to
meet employee share options.
Share Cancellation
Other credits/(charges)
31 December
€ million
2019
€ million
2018
32,577
1,015
(2,352)
53
(8,476)
(3)
22,814
15,781
18,946
(2,262)
38
–
74
32,577
Unilever N.V. approved the waiver by one of its subsidiaries of dividends
receivable of €3,047 million in 2019. The profits for the year in that
subsidiary are reduced by this amount.
20. Profit for the year
€ million
2019
€ million
2018
Company accounts Unilever N.V.
Unilever Group excluding non-controlling interest
1,015
5,625
18,946
9,369
The net profit of Unilever Group of €6,026 million (2018: €9,788 million) includes
the net profit of parent Unilever N.V. €1,015 million (2018: €18,946 million) and
the net profit of parent Unilever PLC £5,425 million (2018: £2,284 million). The
remaining difference arises due to write off impact of permanent impairment,
inter-group elimination of transactions and other consolidated procedures .
21. Contingent liabilities and financial commitments
Unilever N.V. has issued joint and several liability undertakings, as
defined in Article 2:403 of the Dutch Civil Code, for almost all Dutch group
companies. These written undertakings have been filed with the office of
the Company Registry in whose area of jurisdiction the group company
concerned has its registered office.
The total amount of guarantees, is €19,221 million (2018: €17,560 million).
This consists mainly of joint guarantees with Unilever PLC and Unilever
United States, Inc. relating to the long-term debt and commercial paper
issued by Unilever PLC and/or Unilever Capital Corporation Inc. Unilever
N.V. also guarantees some borrowings of other group companies and
some contingent consideration of group companies relating to past
business acquisitions. Other joint guarantees with Unilever PLC relate to
derivatives taken out by group companies.
Additionally, Unilever N.V. jointly with Unilever PLC and Unilever United
States, Inc. has guaranteed the standby facilities of $7,865 million (2018:
$7,865 million) which remain undrawn as at 31 December 2019 and 2018.
Unilever N.V. also has guarantees and financial commitments including
indemnities arising from past business disposals and for certain
global service contracts. No value can be attributed to these financial
commitments at this time.
148
The likelihood of these guarantees, financial commitments and contingencies
being called is considered to be remote and so accordingly the fair value is
deemed to be immaterial.
In 2019 a tax assessment was issued in connection with the UK tax audit that
commenced in 2015 relating to the financial periods from 2011 to 2017. The
total amount of the tax assessment is €141 million. Please refer to note 20 on
page 133 for further detail.
22. Purchase of Unilever N.V. preference shares
On 2 October 2018 Unilever N.V. repurchased the issued and outstanding
6% and 7% preference shares from Unilever Corporate Holdings B.V., a
wholly owned subsidiary of Unilever PLC . Consideration paid for the
repurchase of preference shares was €450 million. As the preference
shares were classified as debt in the balance sheet, the difference
between consideration paid and carrying value of the shares of €382
million is recorded within the finance costs in the income statement. The
preference shares were cancelled in February 2019.
23. Remuneration of auditors
For details of the remuneration of the auditors please refer to note 25 on
page 141.
24. Directors’ remuneration
Information about the remuneration of Directors is given in the tables
noted as audited in the Directors’ Remuneration Report on pages 60
to 77 incorporated and repeated here by reference. Information on key
management compensation is provided in note 4A to the consolidated
group financial statements on page 97.
25. Employee information
During 2019 the average number of employees employed by Unilever N.V.
was 16, of whom 15 worked abroad.
26. The rules for profit appropriation in the articles of
association (summary of article 38)
The profit for the year is applied firstly to the reserves required by law or by
the Equalisation Agreement, secondly to cover losses of previous years, if
any, and thirdly to the reserves deemed necessary by the Board of Directors.
Dividends due to the holders of the preference shares, if any, including any
arrears in such dividends, are then paid; if the profit is insufficient for this
purpose, the amount available is distributed to them in proportion to the
dividend percentages of their shares. Any profit remaining thereafter shall
be distributed to the holders of ordinary shares in proportion to the nominal
value of their respective holdings of ordinary shares. The General Meeting can
only decide to make distributions from reserves on the basis of a proposal by
the Board and in compliance with the law and the Equalisation Agreement.
27. Proposed profit appropriation
€ million
2019
€ million
2018
Profit for the year (available for distribution)
1,015
18,946
Dividend
To profit retained
(1,789)
(1,719)
(774)
17,227
28. Post-balance sheet events
On 30 January 2020 the Directors announced a dividend of €0.4104 per
Unilever N.V. ordinary share. The dividend is payable from 18 March 2020
to shareholders registered at the close of business on 21 February 2020.
29. Special controlling rights under the articles of
association
See note 15 to the consolidated accounts on pages 116 to 120.
30. Independent auditors
A resolution will be proposed at the Annual General Meeting on 30 April
2020 for the reappointment of KPMG Accountants N.V. as auditors of
Unilever N.V.
Corporate centre
Unilever N.V. Weena 455, PO Box 760, 3000 DK Rotterdam, The Netherlands
The Board of Directors
4 March 2020
Unilever Annual Report and Accounts 2019 Company Accounts
Unilever PLC
Balance sheet
as at 31 December
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Other non-current assets
Deferred tax assets
Current assets
Trade and other current receivables
Total assets
Liabilities
Current liabilities
Trade payables and other current liabilities
Non-current liabilities
Financial liabilities
Provisions
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Retained profit
Total liabilities and equity
Statement of changes in equity
Statement of changes in equity
31 December 2017
Profit or loss for the period
Dividends on ordinary capital
Repurchase of shares
Cancellation of treasury shares
Other movements in equity
31 December 2018
Profit or loss for the period
Dividends on ordinary capital
Cancellation of treasury shares
Other movements in equity
31 December 2019
Notes
£ million
2019
£ million
2018
1
2
3
4
5
6
7
8
9
183
8,365
1,544
14
10,106
4,103
4,103
165
8,365
496
18
9,044
1,659
1,659
14,209
10,703
5,099
5,099
1,892
2
1,894
6,993
36
94
15
–
7,071
7,216
6,410
6,410
843
2
845
7,255
37
94
11
(777)
4,083
3,448
14,209
10,703
£ million
£ million
£ million
£ million
Called up
share
capital
£ million
Share
premium
account
£ million
Capital
redemption
reserve
Other
reserves
Retained
profit
41
–
–
–
(4)
–
37
–
–
(1)
–
36
94
11
(2,596)
–
–
–
–
–
94
–
–
–
–
94
–
–
–
–
–
11
–
–
4
–
15
–
–
(2,666)
4,485
–
(777)
–
–
777
–
–
Total
equity
5,440
2,284
(1,602)
(2,666)
–
(8)
3,448
5,425
7,890
2,284
(1,602)
–
(4,481)
(8)
4,083
5,425
(1,649)
(1,649)
(782)
(6)
(2)
(6)
7,071
7,216
The total profit for 2019 was £5,425 million (2018: £2,284 million).
The financial statements on pages 149 to 152 were approved by the Board of Directors on 4 March 2020 and signed on its behalf by N Andersen and A Jope.
On behalf of the Board of Directors
A Jope
Chief Executive Officer
G Pitkethly
Chief Financial Officer
4 March 2020
149
Financial StatementsUnilever Annual Report and Accounts 2019
Notes to the Company Accounts
Unilever PLC
Accounting information and policies
Basis of preparation
These financial statements were prepared on the going concern basis
and in accordance with Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ (FRS 101) and the UK Companies Act 2006. The
Companies, Partnership and Groups (Accounts and Reports) Regulations
2015 have been adopted from 1 January 2015. No profit and loss account
is presented by Unilever PLC (the Company) as permitted by Section 408 of
the Companies Act 2006.
The accounts are prepared under the historical cost convention, except
for the revaluation of financial assets classified as ‘fair value through
other comprehensive income’ or ‘fair value through profit or loss’, as well
as derivative financial instruments, which are reported in accordance
with the accounting policies set out below. These have been consistently
applied to all periods presented.
Unilever PLC is included within the consolidated financial statements
of the Group. The consolidated financial statements of the Group are
prepared in accordance with International Financial Reporting Standards
as issued by the IASB and as adopted by the European Union.
As permitted by FRS 101, the Company has taken advantage of the
disclosure exemptions available under that standard in relation to
share based payments, financial instruments, capital management,
presentation of comparative information in respect of certain assets,
presentation of a cash flow statement, impairment of assets, non-current
assets for sale, discontinued operations, business combinations, related
party transactions and standards not yet effective. Where required
equivalent disclosures are given in the group accounts of Unilever, which
are publicly available.
Accounting policies
The principal accounting policies are as follows:
Foreign currency
The Company's functional and presentational currency is Pound Sterling.
Transactions in foreign currencies are translated to the Company’s
functional currency at the foreign exchange rate ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional
currency at the foreign exchange rate ruling at that date. Non-monetary
assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date of the
transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are retranslated to the functional
currency at foreign exchange rates ruling at the date the fair value was
determined. Foreign exchange differences arising on translation are
recognised in the profit and loss account.
Taxation
Current tax is the expected tax payable on the taxable income for the
period, using the tax rates enacted or substantively enacted at the
balance sheet date, and any adjustments to tax payable in respect of
previous periods.
Intangible assets
Finite-life intangible assets mainly comprise licences. These assets are
capitalised and amortised on a straight-line basis in the profit and loss
account over the period of their expected useful lives, or the period of
legal rights if shorter. None of the amortisation periods exceed 15 years.
Indefinite-life intangible assets mainly comprise trademarks and brands.
These assets are capitalised at cost but not amortised. They 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
profit and loss account as it arises.
Investments in subsidiaries
Shares in group companies are stated at amortised cost less any amounts
written off to reflect impairment. Any impairment is charged to the profit
and loss account as it arises.
150
Financial instruments
The Company’s accounting policies are the same as the Unilever Group’s
and comply with International Accounting Standard 32 ‘Financial
Instruments: Presentation’ (IAS 32), IFRS 9 ‘Financial Instruments’ and IFRS
7 ‘Financial Instruments: Disclosures’. The policies are set out under the
heading ‘Capital and funding’ in note 15 to the consolidated accounts
on pages 116 to 120. Unilever PLC is taking the exemption for financial
instruments disclosures, because IFRS 7 disclosures are given in notes 15
to 18 to the consolidated accounts on pages 116 to 132.
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and
debt securities, trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables. Trade and other
receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective
interest method, less any impairment losses. Trade and other payables are
recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method.
Deferred taxation
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 Company. Certain temporary
differences are not provided for as follows:
•
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
they will probably 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.
Treasury shares
Shares held to satisfy options are accounted for in accordance with IAS 32
‘Financial Instruments: Presentation’. All differences between the purchase
price of the shares held to satisfy options granted and the proceeds
received for the shares, whether on exercise or lapse, are charged to other
reserves.
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.
Dividends
Under IAS 10 ‘Events after the Balance Sheet Date’, proposed dividends
do not meet the definition of a liability. Therefore, we do not recognise a
liability in any period for dividends that have been proposed but will not
be approved until after the balance sheet date. This holds for external
dividends as well as intra-group dividends paid to the parent company.
Financial guarantees
Where the Company enters in financial guarantee contracts to guarantee
the indebtedness of other companies within its group, the Company
considers these to be insurance arrangements and accounts for them
as such. In this respect, the Company treats the guarantee contract as
a contingent liability until such time as it becomes probable that the
Company will be required to make a payment under the guarantee.
IFRS 16 - Leases
Unilever PLC does not have any lease arrangements on a standalone
basis and so there is no impact of IFRS 16.
Capital Redemption Reserve
The nominal value of shares cancelled is transferred from share capital to
the capital redemption reserve.
Unilever Annual Report and Accounts 2019 1. Intangible assets
4. Trade and other current receivables
£ million
Indefinite-
life
intangible
assets
£ million
£ million
Finite-life
intangible
assets
Total
Amounts due from group companies(b)
£ million
2019
£ million
2018
4,103
4,103
1,659
1,659
Cost
At 1 January 2019
Additions
At 31 December 2019
Amortisation and impairment
At 1 January 2019
Amortisation for the year
At 31 December 2019
Net book value 31 December
2019
Net book value 31 December
2018
73
29
102
–
–
–
102
73
166
–
166
(74)
(11)
(85)
81
92
239
29
268
(74)
(11)
(85)
183
165
Impairment testing has been performed for indefinite life intangible
assets. Value in use of these assets is calculated as the present value of
future cash flows and is based on the expected royalty income taken from
our annual forecast and strategic plans over the next five to ten years. We
consider each acquisition separately to determine the most appropriate
timescale before applying a fixed terminal value multiple to the final year
net cash flows.
2. Investments in subsidiaries
(b)
Amounts due from group companies are mainly interest bearing amounts that
are repayable on demand. Other amounts are interest free and settled monthly.
Unilever PLC does not consider the fair value of amounts due from group
companies to be significantly different from their carrying values. As
these are amounts due from other entities within the Group, Unilever PLC
has estimated the expected credit losses to be immaterial. Our historical
experience of collecting these balances supported by the level of default
confirms that the credit risk is low.
5. Trade payables and other current liabilities
Loans from group companies(c)
Amounts owed to group companies(c)
Taxation and social security
Accruals and deferred income
£ million
2019
£ million
2018
3,000
2,074
10
15
3,072
3,321
11
6
5,099
6,410
(c)
Amounts due to group companies are mainly interest bearing amounts that are
repayable on demand. Other amounts are interest free and settled monthly.
Loans from group companies are all interest bearing at market rates and are
unsecured, repayable on demand and supported by formal agreements.
Cost
At 1 January 2019
At 31 December 2019
Impairment losses
At 1 January 2019
At 31 December 2019
Net book value 31 December 2019
Net book value 31 December 2018
6. Financial liabilities
£ million
8,370
8,370
Bonds and other loans
Non-current(d)
£ million
2019
£ million
2018
1,892
1,892
843
843
(5)
(5)
(d)
8,365
8,365
This includes £500 million 1.5% note (year-end amortised cost £496 million), €650
million 1.5% note (year-end amortised cost £552 million) issued in 2019, £250
million 1.875% note (year-end amortised cost £247 million), £250 million 1.375%
note (year-end amortised cost £249 million) and £350 million 1.125% note issued
in 2017 (year-end amortised cost £348 million) maturing in 2026, 2039, 2029,
2024 and 2022 respectively.
7. Called up share capital
The called up share capital amounting to £36 million at 31 December
2019 (31 December 2018: £37 million) consists of 1,168,530,650 (2018:
1,187,191,284) Unilever PLC ordinary shares and 100,000 (2018: 100,000)
Unilever PLC deferred stock. 50% of the deferred stock of Unilever PLC is
held by N.V. Elma – a subsidiary of Unilever N.V. and 50% of the deferred
stock of Unilever PLC is held by United Holdings Limited – a subsidiary of
Unilever PLC.
Investments in subsidiaries comprise equity shares of group companies.
Impairment testing has been performed for investments in subsidiaries
by comparing the carrying amount of each investment with the relevant
subsidiary balance sheet to identify whether its net assets exceed the
investment amount. If the investment was lower than the subsidiary net
assets, a discounted cash flow was calculated by computing the present
value of future cash flows over the next five years and applying a fixed
terminal value multiple to the final year net cash flows.
Investments include the subsidiary company Hindustan Unilever Limited,
with a cost of £2,197 million (2018: £2,197 million). These shares are listed
on the Bombay Stock Exchange and have a market value of £22,900
million (2018: £22,826 million) as at 31 December 2019.
Information on the company’s subsidiary undertakings given on pages
153 to 160 forms part of these financial statements.
3. Other non-current assets
8. Other reserves
1 January
Change during the year:
Shares bought back
Cancellation of shares
£ million
2019
£ million
2018
31 December
£ million
2019
£ million
2018
(777)
(2,596)
–
777
–
(2,666)
4,485
(777)
Loans to group companies(a)
1,544
1,544
496
496
(a)
Loans to group companies are interest bearing at market rates and are
unsecured and repayable on demand.
Unilever PLC does not consider the fair value of loans to group companies
to be significantly different from their carrying values. As these are
amounts due from other entities within the Group, Unilever PLC has
estimated the expected credit losses to be immaterial. Our historical
experience of collecting these balances supported by the level of default
confirms that the credit risk is low.
During 2019 18,660,634 (2018: 122,965,077) ordinary shares held in
treasury were cancelled. The amount paid to repurchase these shares was
initially recognised in other reserves and was transferred to retained profit
on cancellation.
Unilever PLC holds none (31 December 2018: 18,660,634) of its own
ordinary shares. These were held as treasury shares within other reserves.
151
Financial StatementsUnilever Annual Report and Accounts 2019
Notes to the Company Accounts
Unilever PLC continued
9. Retained profit
1 January
Profit for the year
Cancellation of shares(e)
Other movements
Dividends paid(f)
31 December
£ million
2019
£ million
2018
4,083
5,425
7,890
2,284
(782)
(4,481)
(6)
(8)
(1,649)
(1,602)
7,071
4,083
(e) During 2019, 18,660,634 ordinary shares held in treasury were cancelled. The
amount paid to repurchase these shares was initially recognised in other reserves
and was transferred to retained profit on cancellation.
(f) Further details are given in note 8 to the consolidated accounts on page 108.
10. Profit appropriation
£ million
2019
£ million
2018
Profit for the year (available for distribution)
5,425
2,284
Dividends(g)
To profit retained
(1,258)
(1,215)
4,167
1,069
(g)
The dividend to be paid in March 2020 (see note 13) is not included in the 2019
dividend amount.
11. Contingent liabilities and financial commitments
The total amount of guarantees is £22,688 million (2018: £23,456 million).
This mainly consists of guarantees relating to the long-term debt and
commercial paper issued by Unilever N.V. and/or Group companies such
as Unilever Capital Corporation Inc., some of which are joint with Unilever
N.V. and Unilever United States Inc. Other joint guarantees with Unilever
N.V. relate to derivatives taken out by Group companies. There is also a
guarantee to the pension fund in respect of the UK pension scheme.
Additionally, Unilever PLC jointly with Unilever N.V. and Unilever United
States, Inc. has guaranteed the standby facilities of $7,865 million (2018:
$7,865 million which remain undrawn as at 31 December 2019 and 2018.
Unilever PLC has financial commitments including indemnities arising
from past business disposals and trademarks used by joint ventures. No
value can be attributed to these financial commitments at this time.
The likelihood of these guarantees, financial commitments and
contingencies being called is considered to be remote and so accordingly
the fair value is deemed to be immaterial.
12. Remuneration of auditors
The parent company accounts of Unilever PLC are required to comply
with The Companies (Disclosure of Auditor Remuneration and Liability
Limitation Agreements) Regulations 2008. Auditors remuneration in
respect of Unilever PLC is included within the disclosures in note 25 on
page 141.
13. Post balance sheet events
On 30 January 2020 the Directors announced a dividend of £0.3472 per
Unilever PLC ordinary share. The dividend is payable from 18 March 2020
to shareholders registered at the close of business on 21 February 2020.
152
Unilever Annual Report and Accounts 2019 Group Companies
As at 31 December 2019
In accordance with Articles 2:379 and 2:414 of the Dutch Civil Code and Section 409 of the Companies Act 2006 a list of subsidiaries, partnerships,
associates and joint ventures as at 31 December 2019 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 160. 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 Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 160.
See page 142 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
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
72.50/0
DZD1,000.00
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Unilever Algérie SPA (72.50)
Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires
Arisco S.A.
Unilever De Argentina S.A.
Club de Beneficios S.A. (98)
Argentina – Mendoza km 7/8 – Pocitos, San Juan
Helket S.A.
Australia – Level 17, 2-26 Park Street, Sydney, NSW 2000
Ben & Jerry’s Franchising Australia Limited
Tea Too Pty Limited
TIGI Australia Pty Limited
64.55/35.45
64.55/35.45
63.26/34.74
64.55/35.45
Unilever Australia (Holdings) Pty Limited
Unilever Australia Group Partnership
Unilever Australia Group Pty Limited
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
1
1
1
1
1
1
1
2
3
1
4
1
2
3
1
1
1
ARA1.00
ARA1.00
ARA1.00
ARA1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD2.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
1
1
1
1
1
1
0/60.75
95.81/0
1
1
1
1
1
AUD1.00
BDT100.00
55.40/44.60
0/100
0/100
100/0
100/0
AUD1.00
AUD2.00
No Par Value
No Par Value
100/0
100/0
100/0
100/0
100/0
EUR36,337.00
EUR36,336.00
EUR36,336.00
EUR218,019.00
EUR10,000,000.00
Unilever Australia Limited
Unilever Australia Supply Services Limited
Unilever Australia Trading Limited
Australia – 111 Chandos Street, Crows Nest, NSW 2065
Dermalogica Holdings Pty Limited
Dermalogica Pty Limited
Australia – DLA Piper - Australia. Level 22, No. 1 Martin Place, Sydney NSW 2000
Dollar Shave Club Australia Pty Limited
Austria -Stella-Klein-Löw Weg 13, 1023 Wien
Delico Handels GmbH
Kuner Nahrungsmittel GmbH
TIGI Handels GmbH
ULPC Handels GmbH
Unilever Austria GmbH
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong
Unilever Bangladesh Limited (60.75)
Belgium – Humaniteitslaan 292, 1190 Brussels
Unilever Belgium NV/SA
Unilever Lipton Tea NV/SA
Belgium – Rond-Point Schuman, 6 Box 5, 1040 Ettebeek
Intuiskin SPRL (In liquidation) (95.81)
Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba
Unilever Andina Bolivia S.A.
Bolivia – Av. Blanco Galindo Km 6,9, Los Pinos Street No. 121, Colcapirhua, Quillacollo, Cochabamba
Astrix S.A.
Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code 01426-003, São
Paulo/SP
Euphoria Ice Cream Comercio de Alimentos Limitada
Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE
Cicanorte Industria de Conservas Alimenticas S.A.
Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 10, Wing B, Vila Gertrudes, ZIP Code 04794-
000 – São Paulo/SP
RGG – Comércio E Representações
De Produtos De Higiene Pessoal Limitada
Brazil – Av. Dr. Cardoso de Melo, nº 1855, Room A, Suite 152, 15th floor, Vila Olímpia, São Paulo/SP
CEP 04548-005.
E-UB Comércio Ltda
Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 7, Wing B, Vila Gertrudes, ZIP Code 04794-000
– São Paulo/SP
UBA 2 – Comércio e Representação de
Alimentos Limitada
Brazil – Campos Sales St., No. 20, Part, Centro, ZIP Code 13271-900, Valinhos/SP
Unilever Logistica Serviços Ltda
Brazil – Cidade de Sao Paulo, Estado de Sao Paule, na Rua Engenheiro Antonio Ponzio Ippolito
Massau Comercio De Alimentos Ltda
Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 9, Wing B, Vila Gertrudes, ZIP Code 04794-000
– São Paulo/SP
UBI 4 – Comércio de Alimentos Limitada
Brazil – Rod. BR 232, s/n, km. 13 – Jaboatão dos Guararapes/PE
Unilever Brasil Gelados do Nordeste S.A.
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
Bs 1000.00
EUR185.50
Bs.1000.00
BRL2.80
BRL1.00
BRL1.00
BRL1.00
BRL1.00
BRL1.00
BRL1.00
BRL1.00
100/0
100/0
1
1
1
5
1
5
5
5
5
5
5
64.55/35.45
64.55/35.45
No Par Value
No Par Value
2
3
Brazil – Av. das Nações Unidas, n. 14.261, 7th floor, Wing B, Vila Gertrudes, Zip Code 04794-000, São
Paulo/SP
Unilever Brasil Gelados Limitada
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th and 8th to 10th floors, Wing B Vila Gertrudes, Zip
Code 04794-000, São Paulo/SP
Unilever Brasil Limitada
64.55/35.45
64.55/35.45
BRL1.00
BRL1.00
5
5
1
5
5
1
5
BRL1.00
BRL1.00
32.28/17.73
64.55/35.45
63.90/35.10
BRL187,775.00
64.55/35.45
64.55/35.45
No Par Value
BRL1.00
Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, ZIP Code 04794-000, São
Paulo/SP
Unilever Brasil Industrial Limitada
Brazil – Av. Marechal Floriano, 19 – Room 1001 Part – Rio de Janeiro/RJ
Veritas do Brazil Limitada (99)
Brazil – Rua Sabiá, 45, Jardim Marieta, Osasco/SP
SOLO ATS Participações do Brasil S.A
Mãe Terra Produtos Naturais Ltda.
Brazil - Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
Smart Home Comércio E Locação De Equipamentos
S.A (50.01)
British Virgin Islands – Pasea Estate, Road Town, Tortola
Aromatel Brands Inc.
Aromatel South Inc.
Ego Brands Inc.
Ego South Inc.
Savital Brands Inc.
Savital South Inc.
Fortident Brands Inc.
Fortident South Inc.
Bulgaria - City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
Unilever Bulgaria EOOD
Bulgaria – Ilyu Voyvoda No. 10, Veliko Tarnovo district, 5000 Veliko Tarnovo
Slimfood EOOD
Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital
100/0
Unilever (Cambodia) Limited
Canada – 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7
Dermalogica Canada Limited
0/100
Canada – P.O. Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Dollar Shave Club Canada, Inc
Canada -800-885 West Georgia Street, Vancouver BC V6C 3H1
Seventh Generation Family & Home ULC
Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
4012208 Canada Inc.
Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
Unilever Canada Inc.
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
KHR20,000.00
No Par Value
1
1
1
1
1
1
1
1
BGN1,000.00
No Par Value
No Par Value
55.40/44.60
55.40/44.60
64.55/35.45
BGN 100.00
CAD0.01
100/0
100/0
1
1
1
6
7
7
7
64.55/35.45
64.55/35.45
0/100
64.55/35.45
64.55/35.45
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
8
9
10
11
12
7
1
1
100/0
13
13
67.71/0
67.71/0
CNY1.00
CNY1.00
CNY1.00
55.40/44.60
64.55/35.45
64.55/35.45
Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC, V6E 0C5
Hourglass Cosmetics Canada Limited
No Par Value
Chile- Av. Carrascal N°3351, Quinta Normal, Santiago
Unilever Chile Limitada
Unilever Chile SCC Limitada
China – 10th floor No.398, North Cao Xi Road, Xuhui District, Shanghai
Blueair Shanghai Sales Co. Limited
China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo City, Zhejiang
Province
Ningbo Hengjing Inspection Technology Co., Ltd
(67.71)
China – Seaside Avenue, Cixi Econimce and Technical Development Zone (Hangzhou Bay New Zone)
Qinyuan Group Co. Limited (67.71)
China – Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing Town, Jinsham District, Shanghai
201100
Shanghai Qinyuan Environment Protection
Technology Co. Limited (67.71)
China – No.33 North Fuquan Road, Shanghai, 200335
Unilever (China) Investing Company Limited
China -88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Hefei, 230601
100/0
Unilever (China) Limited
Unilever Services (Hefei) Co. Limited
100/0
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin
Unilever (Tianjin) Company Limited
100/0
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai
Unilever Foods (China) Co. Limited
China – No. 166 Unilever Avenue West, Qinglong Town, Pengshan Country, Meishan City, Sichuan
Province 610016
Unilever (Sichuan) Company Limited
China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076
Walls (China) Co. Limited
China – 358, Ci Yi Road, Hangzhou Bay New Zone
Zhejiang Qinyuan Water Treatment Technology Co.
Limited (67.71)
China – Room 326, 3rd Floor, Xinmao Building, No.2 South Taizhong Road South, Shanghai Free
Trade Zone
USD1.00
CNY1.00
CNY1.00
CNY1.00
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
67.71/0
67.71/0
100/0
100/0
100/0
100/0
1
1
1
1
1
1
1
1
1
1
Unilever Trading (Shanghai) Co. Ltd
100/0
RMB2,000,000
1
153
Financial StatementsUnilever Annual Report and Accounts 2019 Group Companies continued
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
China – Floor 1, Building 2, No.33 North Fuquan Road, Shanghai, 200335
Shanghai CarverKorea Limited
0/100
USD1.00
1
1
1
1
1
1
0/100
100/0
100/0
100/0
0/99.33
CRC1.00
CRC1.00
HRK1.00
XOF5,000.00
XOF 10,000.00
100/0
100/0
COP100.00
COP100.00
Colombia – Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá
Unilever Colombia SCC S.A.S.
Unilever Andina Colombia Limitada
Costa Rica – La Asunción de Belén, Planta Industrial Lizano, Autopista Bernardo Soto
Unilever de Centroamerica S.A.
1
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.
Cote D’Ivoire -01 BP 1751 Abidjan 01, Boulevard de Vridi
Unilever-Cote D’Ivoire (99.33)
Cote D’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business
Center, 26 BP 1377, Abidjan 26
Unilever Afrique de l’Ouest
Croatia – Strojarska cesta 20, 10000 Zagreb
Unilever Hrvatska d.o.o.
Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa
Unilever Suchel, S.A. (60)
Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia
Unilever Tseriotis Cyprus Limited (84)
Czech Republic – Voctářova 2497/18, 180 00 Praha 8
Unilever ČR, spol. s r.o.
UNILEVER RETAIL ČR, spol. s r.o.
Denmark – Ørestads Boulevard 73, 2300 København S
Unilever Danmark A/S
Denmark – Petersmindevej 30, 5000 Odense C
Unilever Produktion ApS
Djibouti-Haramous, BP 169
Unilever Djibouti FZCO Limited
Dominican Republic – Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo
Unilever Caribe, S.A.
Ecuador – Km 25 Vía a Daule, Guayaquil
Unilever Andina Ecuador S.A.
Egypt- Bourg El-Arab City, Alexandria
Fine Tea Co (SAE)
Unilever Mashreq – Foods (SAE)
Egypt – 6th of October City, 4th Industrial Zone, Piece Number 68, Giza
Unilever Mashreq – Home Care (SAE)
Unilever Mashreq – Personal Care (SAE)
Egypt – 14th May Bridge, Ezbet Hegazy, Alexandria
CZK210,000.00
CZK100,000.0
EGP2.00
EGP20.00
EGP2.00
EGP10.00
0/100
0/100
0/100
0/100
0/100
0/100
DOP1,000.00
USD1,000.00
DKK1,000.00
DKK100.00
USD20.00
USD1.00
EUR1.00
100/0
100/0
100/0
100/0
0/100
0/ 84
60/0
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Unilever Mashreq International Company
0/100
USD1,000.00
1
0/60
0/100
EGP10.00
EGP100.00
Egypt – Industrial Zone – 14th May Bridge, Smouha, Alexandria
Unilever Mashreq Trading LLC (60)
Egypt – Bourg El-Arab City, 1st Industrial Zone, Block 11, Piece Number 5, Alexandria
Unilever Mashreq – Tea (SAE)
Egypt – Flat no.4, third floor, building no. 78, Tereat Al Mariouteyya street, Faisal Al Haram, Gizah
Unilever Mashreq for Import and Export LLC
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.
Unilever de Centro America S.A. de C.V
England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
Accantia Group Holdings
(unlimited company)
Alberto-Culver (Europe) Limited
Alberto-Culver Group Limited
Alberto-Culver UK Holdings Limited
Alberto-Culver UK Products Limited
USD11.00
USD1.00
100/0
100/0
EGP100.00
5.61/94.39
GBP0.01
0/100
1
1
1
1
1
1
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
55.40/44.60
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP5.00
GBP1.00
GBP1.00
GBP1.00
GBP0.25
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.01
GBP1.00
GBP1.00
GBP1.00
GBP0.001
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
AUD10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
1
1
1
1
14
1
1
1
1
1
15
16
1
1
1
18
68
69
1
1
1
1
1
1
1
1
1
1
1
1
1
2
1
1
1
1
1
Associated Enterprises Limited°
BBG Investments (France) Limited
Brooke Bond Assam Estates Limited
Brooke Bond Group Limited°
Brooke Bond South India Estates Limited°
CPC (UK) Pension Trust Limited
Dollar Shave Club Limited
Hourglass Cosmetics UK Limited
Margarine Union (1930) Limited°
MBUK Trading Limited
Mixhold Investments Limited
ND4A Limited
Pukka Herbs Limited
T2 Tea (UK) Limited
TIGI Limited
TIGI Holdings Limited
Toni & Guy Products Limited°
UAC International Limited
UML Limited
Unidis Forty Nine Limited
Unilever Australia Investments Limited
Unilever Australia Partnership Limited
Unilever Australia Services Limited
Unilever Company for Industrial Development
Limited
Unilever Company for Regional Marketing and
Research Limited
Unilever Corporate Holdings Limited°
Unilever Employee Benefit Trustees Limited
0/100
0/100
0/100
0/100
154
Unilever S.K. Holdings Limited
Unilever Innovations Limited
Unilever Overseas Holdings Limited°
Unilever Superannuation Trustees Limited
Unilever U.K. Central Resources Limited
Unilever U.K. Holdings Limited°
Unilever UK & CN Holdings Limited
Unilever UK Group Limited
Unilever US Investments Limited°
United Holdings Limited°
%
holding
as
between
NV /PLC
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
49.86/50.14
1.67/98.33
5.61/94.39
0/100
0/100
99.67/0.33
Nominal
Value
Share
Class
Note
GBP1.00
GBP0.10
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP10.00
GBP10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP500.00
1
1
1
1
1
1
2
3
23
24
2
3
21
1
1
22
England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR
Alberto-Culver Company (U.K.) Limited
TIGI International Limited
Unilever Pension Trust Limited
Unilever UK Limited
Unilever UK Pension Fund Trustees Limited
USF Nominees Limited
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking, KT22 8JB
Dermalogica (UK) Limited
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU
Unilever Ventures III Limited Partnership (86.25)
England and Wales – Union House, 182-194 Union Street, London, England, England, SE1 0LH
REN Skincare Limited
REN Limited
5.61/94.39
0/100
0/100
5.61/94.39
0/100
0/100
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
57.50/28.75
GBP1.00
0/100
1
1
1
1
1
1
1
4
Murad Europe Limited
England and Wales - Palm Court, 4 Heron Square, Richmond, Surrey, TW9 1EW
Nature Delivered Limited
0/100
0/100
0/100
0/100
0/100
0/100
0/100
GBP1.00
GBP1.00
GBP0.032
GBP1.00
1
1
96
1
GBP0.001
GBP0.001
GBP0.001
1
79
84
1
1
1
1
0/100
0/100
GBP0.01
GBP0.25
GBP1.00
GBP1.00
0/100
0/100
5.61/94.39
England and Wales – Tolldown Barn, Dyrham, Whiltshire, SN14 8HZ
Marshfield Bakery Limited
England and Wales – 1 More Place, London, SE1 2AF
Accantia Health and Beauty Limited (In Liquidation)
Unidis Nineteen Limited (In Liquidation)
Unilever Bestfoods UK Limited (In Liquidation)
England and Wales – C/O Tmf Group 8th Floor, 20 Farringdon Street, London, United Kingdom, EC4A 4AB
Unilever Ventures Limited
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
Unilever Eesti AS
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
Unilever Manufacturing PLC
Finland – Post Box 254, 00101 Helsinki
Unilever Finland Oy
Unilever Ingman Production Oy
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison
Bestfoods France Industries S.A.S. (99.99)
Cogesal-Miko S.A.S. (99.99)
Fralib Sourcing Unit S.A.S. (99.99)
Saphir S.A.S. (99.99)
J-Labs S.A.S. (99.99)
Tigi Services France S.A.S. (99.99)
No Par Value
No Par Value
No Par Value
EUR1.00
No Par Value
No Par Value
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
EUR16.82
EUR1.00
100/0
100/0
ETB1,000.00
1
1
1
1
1
1
GBP1.00
EUR6.30
100/0
0/100
1
1
1
1
1
Unilever France S.A.S. (99.99)
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
Unilever France Holdings S.A.S. (99.99)
Unilever France HPC Industries S.A.S. (99.99)
Unilever Retail Operations France (99.99)
France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex
Intuiskin S.A.S.∆(95.81)
95.81/0
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Amora Maille Societe Industrielle S.A.S. (99.99)
64.54/35.45
France – 10-12, avenue du Recteur Poincare, Paris, 75016
Laboratoire Garancia
Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica GmbH
Germany – Am Strandkai 1, 20457 Hamburg
DU Gesellschaft für Arbeitnehmerüberlassung mbH
(99.99)
NU Business GmbH
Unilever Deutschland GmbH
100/0
100/0
No Par Value
EUR1.00
EUR1.00
No Par Value
EUR1.00
No Par Value
EUR62.50
EUR25,000.00
DEM50,000.00
EUR25,000.00
EUR90,000,000.00
EUR2,000,000.00
EUR1,000,000.00
EUR39,000.00
EUR18,000.00
EUR14,300.00
EUR5.200.00
EUR6,500.00
64.54/35.45
64.55/35.55
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
Unilever Deutschland Holding GmbH
Unilever Deutschland Produktions GmbH & Co. OHG∞
Unilever Deutschland Produktions Verwaltungs
GmbH
Unilever Deutschland Supply Chain Services GmbH
Dollar Shave Club GmbH
T2 Germany GmbH
Germany – Schultetusstraße 37, 17153 Stavenhagen
Maizena Grundstücksverwaltung GmbH & Co. OHG∞
Pfanni GmbH & Co. OHG Stavenhagen∞
Rizofoor Gesellschaft mit beschränkter Haftung
Schafft GmbH
64.55/35.45
EUR179,000.00
64.55/35.45
100/0
100/0
63.61/36.39
64.55/35.45
96.45/3.55
100/0
64.55/35.45
EUR51,150.00
EUR25,000.00
EUR25,000.00
EUR15,350.00
EUR138,150.00
EUR63,920.00
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
4
1
1
1
1
4
4
1
1
1
Unilever Annual Report and Accounts 2019 Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
64.55/35.45
EUR100,000.00
66.33/33.67
64.74/35.26
64.55/35.45
0/100
0/100
EUR8,090,190.00
EUR100.00
EUR25,600.00
UBG Vermietungs GmbH
Unilever Deutschland Immobilien Leasing GmbH &
Co. OHG∞
Unilever Deutschland IPR GmbH & Co. OHG∞
Germany – Hertzstraße 6, 71083 Herrenberg-Gülstein
TIGI Eurologistic GmbH
TIGI Haircare GmbH
Ghana -Swanmill, Kwame Nkrumah Avenue, Accra
Millers Swanzy (Ghana) Limited
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema
Unilever Ghana Limited (66.56)
Ghana - Plot No. Ind/A/3A-4, P O Box 721, Tema
Unilever Oleo Ghana Limited
Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia
Elais Unilever Hellas SA
Unilever Knorr SA
Unilever Logistics SA
Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed.
Interamericas World Financial Center
Unilever de Centroamerica S.A.
Guatemala – 24 Avenida, Calzada Atanacio Tzul, 35-87 Zona 12 Ciudad de Guatemala
Unilever Guatemala SCC S.A.
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua
acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
EUR10.00
EUR10.00
EUR10.00
100/0
100/0
100/0
No Par Value
GHC0.0192
GTQ100.00
GTQ60.00
GHC1.00
0/66.56
0/100
0/100
100/0
100/0
Unilever de Centroamerica S.A.
100/0
HNL10.00
1
1
4
4
1
1
1
1
1
1
1
1
1
1
7
7
1
1
1
1
0/100
0/100
100/0
HKD1.00
HUF1.00
HKD1.00
HKD0.10
HKD0.01
55.40/44.60
64.55/35.45
64.55/35.45
No Par Value
0/67.18
0/67.18
0/67.18
0/67.18
0/67.18
0/67.18
0/67.18
0/67.18
0/67.18
0/100
0/100
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR1.00
Hong Kong -Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited
Hong Kong – 6/F Alexandra House, 18 Charter Road, Central
T2 Hong Kong
Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate, N.T.
Unilever Hong Kong Limited
Hong Kong – Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon
Hourglass Cosmetics Hong Kong Limited
Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty
Hong Kong CarverKorea Limited
Hungary – 1138-Budapest, Váci út 121-127.
Unilever Magyarország Kft
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099
Daverashola Estates Private Limited (67.18)
Hindlever Trust Limited (67.18)
Hindustan Unilever Limited° (67.18)
Jamnagar Properties Private Limited (67.18)
Lakme Lever Private Limited (67.18)
Levers Associated Trust Limited (67.18)
Levindra Trust Limited (67.18)
Pond’s Exports Limited (67.18)
Unilever India Exports Limited (67.18)
Unilever Industries Private Limited°
Unilever Ventures India Advisory Private Limited
India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Blueair India Pvt. Limited
Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang,
15345
PT Unilever Indonesia Tbk (84.99)
PT Unilever Enterprises Indonesia (99.26)
PT Unilever Trading Indonesia
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten
Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia
Iran – No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran
Unilever Iran (Private Joint Stock Company) (99.35)
Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus Dublin 24
Lipton Soft Drinks (Ireland) Limited
Unilever Ireland (Holdings) Limited
Unilever Ireland Limited
Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited
Israel – 3 Gilboa St. Airport City, Ben Gurion Airport
Beigel & Beigel Mazon (1985) Limited
Israel – 52 Julius Simon Street, Haifa, 3296279
Bestfoods TAMI Holdings Ltd
Israel Vegetable Oil Company Ltd
Unilever Israel Foods Ltd
IDR2.00
IDR1,000.00
IDR1,003,875.00
54.86/30.13
64.07/35.19
100/0
EUR1.26
EUR1.26
EUR1.26
0/100
0/100
0/100
1
1
1
1
1
1
1
1
1
1
1
IDR1,000,000.00
IRR1,000,000.00
12.80/87.20
99.99/0.01
INR10. 00
USD1.00
ILS1.00
99.35/0
100/0
0/100
1
1
1
1
1
1
1
1
1
1
1
25.11/74.89
25.11/74.89
25.11/74.89
25.11/74.89
25.11/74.89
25.11/74.89
0/100
25.11/74.89
25.11/74.89
ILS0.001
ILS0.0001
ILS0.10
ILS0.10
ILS0.10
ILS0.0002
ILS1.00
ILS0.0001
ILS1.00
1
1
35
79
17
25
1
1
1
0/100
0/100
0/0
ILS1.00
ILS1.00
ILS1.00
100/0
EUR1,815,800.00
51/0
EUR40,000.00
100/0
EUR40,000.00
95.81/0
EUR10,000.00
30
1
31
5
5
5
1
Unilever Israel Home and Personal Care Limited
Unilever Israel Marketing Ltd
Unilever Shefa Israel Ltd
Israel – Haharoshet 1, PO Box 2288, Akko, 2451704
Glidat Strauss Limited
Italy – Piazza Paleocapa 1/D, 10100, Torino
Gromart S.R.L.
Italy – Via Crea 10, 10095, Grugliasco
G.L.L. S.R.L. (51)
Italy – Via Roma 101, 35122, Padova
Grom-PD S.R.L.
Italy - Via Tortona 25, cap 20144 – Milano
Intuiskin S.R.L. (95.81)
Italy – Piazzale Biancamano n.8, 20121, Milano
Unilever Italia Administrative Services S.R.L.
100/0
EUR70,000.00
5
7
1
1
4
1
1
5
0/100
100/0
100/0
100/0
JY1.00
100/0
100/0
1
1
1
1
5
5
5
5
0/97.47
1
1
1
1
1
GBP1.00
KES20.00
JOD10.00
KRW500.00
64.55/35.45
EUR 10,000.00
KRW10,000.00
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
0/98.20
0/98.20
0/51.08
0/98.20
KES1.00
KES1.00
KES20.00
KES1.00
EUR600,000.00
EUR10,000,000.00
EUR25,000,000.00
EUR200,000.00
JPY50,000,000.00
JPY100,000,001.00
JPY10,000,000.00
JPY100,000,001.00
JPY50,000,000.00
Italy – Via Paolo di Dono 3/A 00142 Roma
Unilever Italia Logistics S.R.L.
Unilever Italia Manufacturing S.R.L.
Unilever Italia Mkt Operations S.R.L.
Unilever Italy Holdings S.R.L.
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano
UPD Italia
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578
Unilever Japan Beverage K.K.
Unilever Japan Customer Marketing K.K.
Unilever Japan Holdings K.K.
Unilever Japan K.K.
Unilever Japan Service K.K.
Japan - 1-8-1 Shinjuku, Shinjuku-ku, Tokyo
Lenor Japan K.K.
Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT
Unilever Chile Investments Limited
Jordan – Amman
Unilever Jordan LLC
Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty
Unilever Kazakhstan LLP
Kenya – Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho
Brooke Bond Mombasa Limited (98.20)
Mabroukie Tea & Coffee Estates Limited (98.20)
The Limuru Tea Company Limited (51.08)
Unilever Tea Kenya Limited (98.20)
Kenya – Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi
Unilever Kenya Limited°
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul
Unilever Korea Chusik Hoesa
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul
Carver Korea Co., Ltd (97.47)
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village,
Sisattanak District, Vientiane Capital
Unilever Services (Lao) Sole Co Limited
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010
Unilever Baltic LLC
Lebanon – Sin El Fil, Zakher Building, Floor 4, Beirut
Unilever Levant s.a.r.l.
Lithuania – Skuodo st. 28, Mazeikiai, LT-89100
UAB Unilever Lietuva distribucija
UAB Unilever Lietuva ledu gamyba
Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi
Unilever South East Africa (Private) Limited
Malaysia – Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur
Unilever (Malaysia) Holdings Sdn. Bhd. (70)
Unilever (Malaysia) Services Sdn. Bhd. (70)
Unilever Foods (Malaysia) Sdn. Bhd.
Unilever Malaysia Aviance Sdn. Bhd.
Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México
Unilever de Mexico S.de R.l. de C.V.
Unilever Holding Mexico S.de R.L. de C.V.
Unilever Manufacturera S.de R.L. de C.V.
Servicios Professionales Unilever S.de R.L. de C.V.
Unilever Mexicana S.de R.L. de C.V.
Unilever Real Estate Mexico S.de R.L. de C.V.
Unilever Servicios de Promotoria, S.de R.L. de C.V.
Moldova – 6A Uzinelor Street, Kishinev, MD -2023
Betty Ice Moldova
Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca
Unilever Maghreb S.A. (99.98)
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
1
Unilever Mocambique Limitada
Myanmar – No (40,41,47), Min Thate Hti Kyaw Swar Street, 39 Ward, Shwe Pyi Thar Industrial Zone
(2), Shwe Pyi Thar Township, Yangon
Unilever (Myanmar) Limited
Myanmar – No (196), West Shwe Gone Dine 5th Street, Bahan Township, Yangon
Unilever (Myanmar) Services Limited
1
Myanmar – Lot No.28,30,31, Hlaing Thar Yar Industrial Zone (3), Hlaing Thar Yar Township, Yangon
1
Unilever EAC Myanmar Company Limited (60)
Nepal – Basamadi, Hetanda – 3, Makwanpur
Unilever Nepal Limited (53.75)
Netherlands- Weena 455, 3013 AL Rotterdam
Alberto-Culver Netherlands B.V.*
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
No Par Value
No Par Value
No Par Value
No Par Value
EUR3,620.25
EUR3,620.25
0/70
0/70
0/100
0/100
MDL 7,809,036.00
LBP1,000,000.00
100/0
100/0
LAK80,000.00
No Par Value
No Par Value
No Par Value
MAD100.00
4
4
4
4
4
4
4
NPR100.00
MWK2.00
USD0.01
EUR1.00
99.98/0
0/53.75
1
1
1
1
100/0
100/0
100/0
100/0
0/100
100/0
100/0
100/0
60/0
1
1
1
1
1
1
1
1
1
1
7
Argentina Investments B.V.*
BFO Holdings B.V.*
BFO TWO B.V.*
BrazH1 B.V.*
BrazH2 B.V.*
Brazinvest B.V.*
Brazinvestee B.V.*
Chico-invest B.V.*
Dollar Shave Club B.V.*
Doma B.V.*
Handelmaatschappij Noorda B.V.°*
Unilever Foods & Refreshments Global B.V.*
Itaho B.V.*
Lipoma B.V.°*
Marga B.V.°*
Mavibel (Maatschappij voor Internationale
Beleggingen) B.V.°*
55.40/44.60
55.40/44.60
64.55/35.45
64.55/35.45
55.40/44.60
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
100/0
100/0
100/0
100/0
100/0
100/0
100/0
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR455.00
EUR1.00
NLG1,000.00
NLG1,000.00
EUR453.78
EUR1.00
NLG1,000.00
EUR1.00
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
100/0
EUR1.00
1
155
Financial StatementsUnilever Annual Report and Accounts 2019 Nominal
Value
Share
Class
Note
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Group Companies continued
%
holding
as
between
NV /PLC
64.55/35.45
100/0
0/100
55.40/44.60
100/0
0.25/99.75
64.55/35.45
64.55/35.45
64.55/35.45
100/0
0/100
100/0
64.55/35.45
100/0
64.55/35.45
64.55/35.45
100/0
100/0
100/0
64.55/35.45
100/0
100/0
0/100
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
64.55/35.45
100/0
100/0
100/0
100/0
64.55/35.45
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
0/100
0/0
100/0
100/0
100/0
100/0
100/0
100/0
Name of
Undertaking
Mexinvest B.V.*
Mixhold B.V.*
Naamlooze Vennootschap Elma°*†
New Asia B.V.*
Nommexar B.V.*
Ortiz Finance B.V.*
Pabulum B.V.*
Rizofoor B.V.*
Rolf von den Baumen’s Vetsmelterij B.V.*
Rolon B.V.*
Saponia B.V.°*
ThaiB1 B.V.*
ThaiB2 B.V.*
Unilever Administration Centre B.V.*
Unilever Alser B.V.*
Unilever Berran B.V.*
Unilever Canada Investments B.V.*
Unilever Caribbean Holdings B.V.*
Unilever Corporate Holdings Nederland B.V.
Unilever Employee Benefits Management B.V.*
Unilever Employment Services B.V.*
Unilever Europe B.V.*
Unilever Europe Business Center B.V.*
Unilever Finance International B.V.°*
FoodServiceHub B.V.*
Unilever Global Services B.V.*
Unilever Holdings B.V.*
Unilever Home & Personal Care Nederland B.V.*
Unilever Indonesia Holding B.V.*
Unilever Insurances N.V.
Unilever Netherlands Retail Operations B.V.*
Unilever Nederland Holdings B.V.°*
Unilever Pilot B.V.
Unilever Turkey Holdings B.V.*
Unilever US Investments B.V.°*
Unilever Ventures Holdings B.V.*
Unilever UK Holdings B.V.*
Unilever International Holdings B.V.*
Unilever UK Holdings N.V.˚*
Unilever International Holdings N.V.˚*
Univest Company B.V.
UNUS Holding B.V.*
Verenigde Zeepfabrieken B.V.*
Wemado B.V.°*
Netherlands – Nassaukade 5, 3071 JL Rotterdam
Tessa B.V.*
Unilever Nederland B.V.*
Unilever Nederland Foods Factories B.V.*
Netherlands – Reggeweg 15, 7447 AN Hellendoorn
Ben en Jerry’s Hellendoorn B.V.*
Netherlands – Deltaweg 150, 3133 KM Vlaardingen
Lever Faberge Europe-Sourcing Unit Vlaardingen B.V.*
Netherlands – Markhek 5, 4824 AV Breda
De Korte Weg B.V.*
EUR1.00
EUR1.00
EUR1.00
EUR1.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR1.00
NLG100.00
NLG1,000.00
NLG1,000.00
EUR454.00
NLG1,000.00
NLG1,000.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1,800.00
EUR0.01
NLG1,000.00
NLG1,000.00
EUR1.00
EUR454.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR454.00
EUR100.00
EUR1.00
EUR454.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR453.79
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR0.10
EUR0.10
EUR0.10
Non-voting†
NLG1,000.00
NLG1,000.00
EUR1.00
EUR454.00
EUR46.00
EUR453.78
1
2
3
26
1
27
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
14
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
28
1
1
1
1
1
1
1
100/0
NLG1,000.00
100/0
100/0
EUR1.00
EUR1.00
1
26
1
4
1
100/0
0/100
100/0
EUR460.00
EUR460.00
NLG1,000.00
0/100
0/100
0/100
0/100
NZD1.00
NZD2.00
NZD1.00
No Par Value
Netherlands – Bronland 14, 6708 WH Wageningen
Unilever Innovation Centre B.V.
Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered Seat:
Rotterdam)
Unilever Overseas Holdings B.V.*
Netherlands – Nassaukade 3, 3071 JL Rotterdam
Unilever Nederland Services B.V.*
New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023
1
T2 NZ Limited
1
Unilever New Zealand Limited
1
Unilever New Zealand Trading Limited
Ben & Jerry’s Franchising New Zealand Limited
1
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua
Unilever de Centroamerica S.A.
1
Niger – BP 10272 Niamey
Unilever Niger S.A. (88.81)
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos
Unilever Nigeria Plc (72.32)
West Africa Popular Foods Nigeria Limited (51)
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu
Unilever Norge AS
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530
Lever Associated Pakistan Trust (Private) Limited
Unilever Pakistan Foods Limited (76.50)
Unilever Pakistan Limited (99.27)
(71.78)
Palestine – Ersal St. Awad Center P.O.B 3801 Al-Beireh, Ramallah
Unilever Market Development Company
1
Panama – Punta Pacífica, Calle Isaac Hanoro Missri, P.H. Torre de las Américas, Torre C, Oficina 32,
corregimiento de San Francisco, Distrito y Provincia de Panamá
Unilever Regional Services Panama S.A.
0/100
42.38/34.12
0/99.27
0/71.78
PKR10.00
PKR10.00
PKR50.00
PKR100.00
NGN0.50
NGN1.00
0/72.32
0/51
XOF10,000.00
1
1
1
14
NOK100.00
NIC50.00
USD1.00
ILS1.00
0/88.81
100/0
100/0
100/0
0/100
1
1
1
1
1
156
Panama – Calle Isaac Honoro, Torre de las Americas, torre C, piso 32, corregimiento de San
Francisco, distrito y provincia de Panamá
Unilever de Centroamerica S.A.
Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción
Unilever de Paraguay S.A.
Peru – Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18
Unilever Andina Perú S.A.
Philippines – Linares Road, Gateway Business Park, Gen. Trias, Cavite
Metrolab Industries, Inc.
PYG1,000,000.00
No Par Value
PEN1.00
100/0
100/0
100/0
64.55/35.45
64.55/35.45
PHP1.00
PHP10.00
1
1
1
7
14
1
1
1
1
1
0/100
100/0
PHP1.00
PHP50.00
PHP100.00
USD100.00
32.28/17.72
64.55/35.45
64.55/35.45
RWF1000.00
0/100
0/100
0/100
99/0
100/0
100/0
100/0
PLN50.00
PLN50.00
PLN10.00
Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue,
Bonifacio Global City, Taguig City
Unilever Philippines, Inc.
7
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City
7
Unilever Philippines Body Care, Inc.
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City
Unilever RFM Ice Cream, Inc. (50)
29
Poland – Jerozolimskie 134, 02-305, Warszawa
Unilever Polska Sp. z o.o.
Unilever Poland Services Sp. z o.o.
Unilever Polska S.A.
Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan
Unilever de Puerto Rico, Inc°
Rwanda – Nyarugenge, Nyarungenge, Umujyi wa Kigali, Rwanda, P.O. BOX 6428 Kigali
Unilever Tea Rwanda Limited
Romania – Ploiesti, 291 Republicii Avenue, Prahova County
1
Unilever Romania S.A. (99)
1
Unilever Distribution SRL
1
Unilever South Central Europe S.A.
Betty Ice SRL
1
Romania - 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd District, Bucuresti
Good People SA
1
Russia – 644031, 205, 10 let Oktyabrya, Omsk
Inmarko Trade LLC
Russia – 123022, 13, Sergeya Makeeva Street, Moscow
OOO Unilever Rus
Saudi Arabia – P.O. Box 5694, Jeddah 21432
Binzagr Unilever LimitedX (49)
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd
Unilever Beograd d.o.o.
Singapore – 20E Pasir Panjang Road, #06-22 Mapletree Business City, 117439
T2 Singapore PTE Limited
Singapore – 20 Pasir Panjang Road, #06-22 Mapletree Business City, 117439
Unilever Asia Private Limited
Unilever Singapore Pte. Limited
UPD Singapore Private Limited
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Slovensko spol. s r.o.
South Africa -15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate,
La Lucia, 4051
Nollsworth Park Properties (Pty) Limited
Unilever Market Development (Pty) Limited
Unilever South Africa (Pty) Limited
Unilever South Africa Holdings (Pty) Limited
ROL0.10
ROL20.00
ROL260.50
RON10.00
SGD1.00
SGD1.00
SGD1.00
100/0
0/100
100/0
SAR1,000.00
11.89/88.11
11.89/88.11
RON10.00
SGD1.00
EUR1.00
100/0
100/0
0/100
100/0
1
1
1
0/49
13
13
13
1
1
1
8.98/91.02
0/100
8.98/91.02
13.53/86.47
25.10/74.90
0/100
ZAR2.00
ZAR1.00
ZAR2.00
ZAR1.00
ZAR1.00
ZAR1.00
ZAR1.00
EUR1.00
EUR48.00
EUR60.00
EUR600.00
EUR600.00
100/0
100/0
95.81/0
8.98/91.02
100/0
100/0
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196
Aconcagua 14 Investments (RF) (Pty) Limited
Spain – PA / Reding, 43, Izda 1, 29016 Malaga
Intuiskin S.L.U. (95.81)
Spain – C/ Tecnología 19, 08840 Viladecans
Unilever Espana S.A.
Unilever Services Espana S.A.
Spain – C/ Felipe del Río, 14 – 48940 Leioa
Unilever Foods Industrial Espana, S.L.U.
Spain – C/Condesa de Venadito 1, planta 4, 28028 Madrid
Unilever HPC Industrial Espana S.L.U.
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
Brooke Bond Ceylon (Pvt) Limited
Ceytea (Pvt) Limited
Lever Brothers (Exports and Marketing) (Pvt) Limited°
Maddema Trading Company (Pvt) Limited
Premium Exports Ceylon (Pvt) Limited
R.O. Mennell & Co. (Ceylon) (Pvt) Limited
Unilever Ceylon Services (Pvt) Limited
Unilever Lipton Ceylon Limited
Unilever Sri Lanka Limited°
Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm
Alberto Culver AB
Unilever Holding AB
Unilever Produktion AB
Unilever Sverige AB
Sweden -Karlavagen 108, 115 26 Stockholm
Blueair AB
Sweden – Karlavagen 108, 115 26, Stockholm
Jonborsten AB
Sweden – Nordenskioldgatan 19, 413 09 Goteborg
Nature Delivered Sweden AB
Switzerland – Chemin Frank-Thomas 34, 1208 Genève
Intuiskin SARL (In Liquidation) (95.81)
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen
Knorr-Nährmittel Aktiengesellschaft
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
55.40/44.60
100/0
100/0
100/0
95.81/0
100/0
100/0
0/100
100/0
LKR100.00
LKR10.00
LKR2.00
LKR10.00
LKR10.00
LKR10.00
LKR10.00
LKR10.00
LKR10.00
SEK100.00
SEK100.00
SEK50.00
SEK100.00
SEK100.00
SEK1.00
SEK1.00
CHF1,000.00
CHF100.00
Unilever Schweiz GmbH
100/0
CHF100,000.00
1
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Unilever Annual Report and Accounts 2019
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
Switzerland – Spitalstrasse 5, 8200, Schaffhausen
0/100
0/100
100/0
100/0
47.82/0
0/50.01
TTD1.00
TZS20.00
TND10.00
UGX20.00
TWD10.00
64.50/35.42
CHF1,000.00
CHF800,000.00
97.61/0
97.59/0
TND6.00
TND5.00
0/100
0/100
0/100
0/100
TRY0.01
TRY0.01
TRY0.01
TRY0.01
TZS20.00
TZS20.00
TZS20.00
TZS20.00
THB100.00
THB100.00
THB100.00
USD1.00
0.05/99.93
64.54/35.44
64.55/35.44
64.32/35.32
64.55/35.45
64.55/35.45
64.55/35.45
100/0
100/0
100/0
100/0
100/0
100/0
0/100
100/0
100/0
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
Helmsman Capital AG
Unilever Supply Chain Company AG
Unilever ASCC AG
Unilever Finance International AG
Unilever Business and Marketing Support AG
Unilever Overseas Holdings AG
Unilever Schaffhausen Service AG
Unilever Swiss Holdings AG
Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
Oswald Nahrungsmittel GmbH
Switzerland – Bahnhofstrasse 28, 6300 Zug
Unilever Reinsurance AG
Taiwan – 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City
Unilever Taiwan Limited (99.92)
Tanzania – Plot No.4A Pugu Road, Dar Es Salaam
Distan Limited
UAC of Tanzania Limited
Uniafric Trust Tanzania Limited
Unilever Tanzania Limited
Tanzania – P.O. Box 40, Mufindi
Unilever Tea Tanzania Limited
Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310
Unilever Thai Holdings Limited
Unilever Thai Services Limited
Unilever Thai Trading Limited
UPD (Thailand) Co., Ltd
Trinidad & Tobago – Eastern Main Road, Champs Fleurs
Unilever Caribbean Limited (50.01)
Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis
Unilever Tunisia S.A. (97.61)
Unilever Maghreb Export S.A. (97.59)
Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
UTIC Distribution S.A.X (47.82)
Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye – İstanbul
Unilever Gida Sanayi ve Ticaret AŞ° (99.98)
Unilever Sanayi Ve Ticaret Türk Aş° (99.98)
Besan Besin Sanayi ve Ticaret AŞ (99.99)
Dosan Konserve Sanayi ve Ticaret AŞ (99.64)
Uganda – Plot 10/12 Nyondo Close, Industrial Area, P.O. Box 3515 Kampala
Unilever Uganda Limited
Ukraine – 04119, 27-T, Dehtyarivska Str., Kyiv
Pallada Ukraine LLC
Unilever Ukraine LLC
United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
Severn Gulf FZCOX (50)
Unilever Gulf FZE
United Arab Emirates – Easa Saleh Al Gurg Building, Karama, Office M01, P.O. Box 17055, Dubai
Unilever General Trading LLCX (49)
United Araba Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2
Unilever Home & Personal Care Products
Manufacturing LLCX (49)
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Alberto-Culver Company
Alberto-Culver International, Inc
Alberto-Culver (P.R.), Inc
Alberto-Culver Usa, Inc
Ben & Jerry’s Franchising, Inc
Ben & Jerry’s Gift Card, LLC
Ben & Jerry’s Homemade, Inc
Chesebrough-Pond’s Manufacturing Company
Conopco, Inc
Dermalogica, LLC
Kate Somerville Holdings, LLC
Kate Somerville Skincare LLC
The Laundress, LLC
Lipton Industries, Inc
Murad LLC
Pantresse, Inc
REN USA Inc
Skin Health Experts, LLC
Kensington & Sons, LLC
St. Ives Laboratories, Inc
Kirei Intermediate Holdings, LLC
T2 US LLC
TIGI Linea Corp
Unilever AC Canada Holding, Inc
Unilever Bestfoods (Holdings) LLC
Unilever Capital Corporation
Unilever Illinois Manufacturing, LLC
Unilever Manufacturing (US), Inc
Unilever Trumbull Holdings, Inc
Unilever Trumbull Research Services, Inc
No Par Value
USD1.00
No Par Value
No Par Value
USD1.00
USD0.01
No Par Value
USD1.00
AED100,000.00
AED1,000.00
No Par Value
USD0.01
No Par Value
USD10.00
USD120.00
No Par Value
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
0/100
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
25.10/74.90
55.40/44.60
55.40/44.60
55.40/44.60
42.54/57.46
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
USD1.00
USD1.00
USD1.00
USD1.00
100/0
100/0
Unilever United States Foundation, Inc
Unilever United States, Inc
Unilever Ventures Advisory LLC
United States – 125 S Clark, Suite 2000, Chicago, IL 60603
Blueair Inc.
United States – 233 Bleecker Street, New York, 10014
Carapina LLC
50/0
0/100
AED1,000.00
AED1,000.00
USD0.3333
USD1.00
USD1.00
0/49
0/49
100/0
No Par Value
100/0
100/0
100/0
Grom Columbus LLC
Grom Malibu LLC
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
13
13
1
1
1
1
1
1
1
1
7
13
7
1
7
13
13
13
7
1
13
1
7
13
13
1
13
13
1
1
13
1
13
1
7
1
34
13
7
13
1
13
13
13
100/0
100/0
100/0
Grom USA LLC
Hollywood LLC
Spatula LLC
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401
Seventh Generation Canada, Inc.
Seventh Generation, Inc.
United States – 13335 Maxella Ave. Marina del Rey, CA 90292
Dollar Shave Club, Inc.
Personal Care Marketing & Research Inc
United States – 2711 Centerville Road, Suite 400, Wilmington, Delaware
Grom Franchising LLC
United States – 55 East 59th Street, New York, 10022
Intuiskin Inc (95.81)
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
95.81/0
100/0
United States – CTC 1209 Orange Street Wilmington, DE19801
Living Proof, Inc.
Nature Delivered, Inc.
United States – 1241 Electric Avenue, Venice CA 90291
Kingdom Animalia, LLC
55.40/44.60
0/100
55.40/44.60
No Par Value
USD.001
USD.001
USD 1.00
No Par Value
USD0.01
USD0.01
13
13
13
7
7
13
7
13
1
1
7
13
United States – 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808
Pukka Herbs Inc
55.40/44.60
USD0.001
United States – 11 Ranick Drive South, Amityville, NY 11701
BC Cadence Holdings, Inc
Sundial Brands LLC
Madam C.J. Walker Enterprises, LLC
Nyakio LLC
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
USD0.01
No Par Value
United States – 1169 Gorgas Avenue, Suite A, San Francisco CA 94129
Olly Public Benefit Corporation
55.40/44.60
USD0.00001
United States - 208 Utah Street, San Francisco, CA 94103
Tatcha, LLC
55.40/44.60
Uruguay – Camino Carrasco 5975, Montevideu
Unilever Uruguay SCC S.A.
Lever S.A.
Unilever del Uruguay S.R.L.
100/0
100/0
100 /0
UYU1.00
UYP0.10
UYU1.00
Venezuela -Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los Chaguaramos,
Urbanización La Castellana, Caracas
Unilever Andina Venezuela S.A.
100/0
VEB1000.00
Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City
Unilever Vietnam International Company Limited
100/0
Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka
Unilever South East Africa Zambia Limited
Zimbabwe – 2 Stirling Road, Workington, Harare
Unilever – Zimbabwe (Pvt) Limited∆
0/100
0/100
0/100
ZMK2.00
ZMK2.00
ZWD2.00
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
Austria - Rochusgasse 4, 5020, Salzburg
NATURAL EVOLUTION gmbH
100/0
€100.00
Brazil - Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep 04792-000, Sao Paulo
Unileverprev Sociedade De Previdencia Privada
64.55/35.45
Brazil - Av. das Nações Unidas, nº 14.261, do 3º, Quadrante A, Ala B, Bairro Vila Gertrudes
Compre Agora Serviços Digitais Ltda.
64.55/35.45
BRL1.00
7
7
66
13
13
7
13
1
1
1
1
13
34
1
1
1
13
4
Brazil- Pouso Alegre, Minas Gerais, Brazil Av, Prefeito Olavo Gomes, 3701, Suite Repensar, Jardim
Mariosa, 37550-000
UBI 3 Participacoes Ltda
64.55/35.45
BRL1.00
Bulgaria – 3 Ulitsa Na Uslugite ST, 5000 Veliko Tarnovo
Sladoledena Fabrika EOOD
100/0
BGN 50.00
China - Room 604-48, Building 1, No. 38 Debao Road, Waigaoqiao bonded zone, Shanghai
UPD China
100/0
CNY1.00
Ecuador – Km 25 Vía a Daule, Guayaquil
Visanuasa S.A.
100/0
USD1.00
El Salvador – 87 Avenida norte y calle El Mirador, Torre Futura, Nivel 19, Colonia Escalón, San
Salvador
Grasas, Aceites y Derivados, S.A. (In Liquidation)
(57.52)
USD11.43
57.52/0
5
1
1
1
1
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Uflexreward Limited
Uflexreward Holdings Limited
0/100
0/100
GBP0.001
GBP0.001
35
35
England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey, United Kingdom, KT17 1HQ
Brand Evangelist for Beauty Limited Δ◊ (79.47)
(100)
79.47/0
100/0
England and Wales – 1 More London Place, London, SE1 2AF
Unidis Twenty Six Limited (In Liquidation)
Lever Brothers Port Sunlight Limited
(in liquidation)
0/100
0/100
GBP1.00
GBP1.00
GBP1.00
GBP1.00
2
85
1
1
England and Wales – C/O Tmf Group 8th Floor, 20 Farringdon Street, London, United Kingdom, EC4A 4AB
Unilever Ventures General Partner Limited
0/100
GBP1.00
Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia
Lipoma Management Consulting SA
100/0
EUR10.00
1
1
Haiti – Port-au-Prince
Unilever Haiti S.A.
100/0
HTG500,000
56
Hong Kong - 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay
UPD Hong Kong Limited
100/0
HKD100.00
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099
Bhavishya Alliance Child Nutrition Initiatives (67.18)
Hindustan Unilever Foundation (67.18)
0/67.18
0/67.18
INR10.00
INR10.00
1
1
1
157
Financial StatementsUnilever Annual Report and Accounts 2019 Group Companies continued
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance: P.O.B. 787, Beit Shean, 1090000
England and Wales – 1-2 Hatfields, London, England, SE1 9PG
PCMR International Limited
Italy – Via Plava, 74 10135 Torino
Equilibra S.R.L. (75)
55.40/44.60
NIS0.10
75/0
EUR 7.80
Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine
Unilever Jamaica Limited
Kenya – Commercial Street, P.O. BOX 40592-00100, Nairobi
Union East African Trust Limited*
Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca
Societe Commerciale du Rif
Societe Tangeroise de Parfumerie et d’Hygiene S.A.R.L.
0/100
0/100
0/100
0/100
JMD1.00
KES20.00
MAD50.00
MAD50.00
1
5
1
1
1
1
Myanmar - Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe Gon Daing (West) Ward,
Bahan Township, Yangon, Myanmar 11201
Lever Brothers (Burma) Limited
100/0
MMK500,000.00
Netherlands – Weena 455, 3013 AL Rotterdam
Unilever International Holding B.V.*
100/0
EUR1.00
Palestine - Jamil Center, Al-Bireh
Unilever Agencies Limited (99)
Scotland – 15 Atholl Crescent, Edinburgh, EH3 8HA
Unilever Ventures (SLP) General Partner Limited
Sudan – Kafoury, Area (4), Industrial Zone, Khartoum
Unilever Sudanese Investment Company
0/99
0/100
0/100
United States – 13335 Maxella Ave. Marina del Rey, CA 90292
DSC Distribution, Inc.
55.40/44.60
United States – 233 Bleecker Street, New York, 10014
Grom WTC LLC
Grom Century City LLC
100/0
100/0
JD1.00
GBP1.00
SDF10.00
United States – 251 Little Falls Drive, Wilmington, DE, New Castle 19808
Cocotier, Inc
ASSOCIATED UNDERTAKINGS
Australia – 1-3 Newton Street, Cremorne, VIC 3121
100/0
USD 0.001
SNDR PTY LTD∆◊ (100)
100/0
No Par Value
Australia – 3 Moss Place, North Melbourne, Victoria 3051
Group Fourteen Holdings Limited◊ (100)∆
100/0
No Par Value
Bahrain – 161, Road 328, Block 358, Zinj, Manama
Unilever Bahrain Co. W.L.L. (49)
0/49
BHD50.00
Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi, CEP
0471/001-00, City of São Paulo, State of São Paulo
Gallo Brasil Distribuição e comércio Limitada (55)
0/55
BRL 1.00
Brazil – 123, Dirceu Alves Rodrigues, Vila Sarah Avignon, Mogi das Cruzes/SP, 08773-450
Gallo Brasil Distribuição e comércio Limitada (55)
0/55
BRL 1.00
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9
A&W Root Beer Beverages Canada Inc. (40)
25.82/14.18
No Par Value
Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited∆ (49)
0/49
EUR1.71
England and Wales – Chesterford Research Park, Little Chesterford, Saffron, Waldon CB10 1XL
Arecor Limited∆◊ (24.22)
(36.23)
0/24.22
0/36.23
GBP0.01
GBP0.01
England and Wales - Manor House, 21 Soho Square, London W1D 3QP
Blis Global Limited∆◊ (30.83)
(0.20)
30.83/0
0.20/0
GBP0.00001
GBP0.00001
England and Wales – 81 Farringdon Street, London, EC4A 4BL
Blow Limited◊ (5.20)
(57.57)
5.20/0
57.57/0
GBP0.001
GBP0.001
England and Wales – First Floor, 59-61 High Street West, Glossop SK13 8AZ
CDDM Technology Limited∆◊ (49.53)
0/49.53
GBP0.01
England and Wales – 2nd Floor, 17 Waterloo Place, London, SW1Y 4AR
Langholm Capital II L.P.
46.30/0
1
1
1
1
1
7
13
13
7
58
71
1
5
5
38
3
1
35
39
1
1
57
36
4
Limitless Technology Limited∆◊ (14.85)
(11.98)
14.85/0
11.98/0
GBP0.001
GBP0.001
England and Wales – Studio 311, Record Hall, 16-16a Baldwin's Gardens, London, EC1N 7RJ
Clean Beauty Co Ltd∆◊ (69.76)
69.76/0
GBP0.0001
England and Wales – 170 Finchley Road, London, NW3 6BP
GALLINEE LTD∆◊ (87.38)
87.38/0
GBP0.01
1
35
22
44
England and Wales - C4 Lab Psc Building Unilever R&D Port Sunlight, Quarry Road East, Bebington,
Wirral, CH63 3JW
Penhros Bio Limited (50)
0/50
GBP1.00
France – 6 rus des Freres Caudron, 78140 Velizy Villacoublay
Pegase S.A.S. (25)
16.14/8.86
EUR5,000.00
France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99)
32.27/17.72
No Par Value
Germany – Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH (50)
32.78/17.22
EUR100,000.00
Henglein & Co. Handels-und Beteiligungs GmbH &
Co. KG◊ (50)
Henglein Geschäftsführungs GmbH◊ (50)
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50)
Germany – Bad Bribaer Straße, 06647 Klosterhäseler
32/18
32/18
32/18
DEM 50,000.00
Henglein GmbH◊ (50)
32/18
DEM 50,000.00
Germany – Beerbachstruße 37, 17153 Stavenhagen
Hochreiter Frischteigwaren GmbH (50)
32.78/17.22
DEM250,000.00
1
1
1
1
4
1
4
1
1
Indonesia - Wisma Bango Lt.05, Jl.Sulaiman No.32 Sukabumi Utara Kec. Kebon Jeruk, Jakarta Barat
11540
PT Anugrah Mutu Bersama (40)
26.22/13.78
IDR1,000,000.00
1
India – Plot No B-9-10 - Near Huda Market, Sector 32, Gurugram, Gurgaon HR 122001
AAIDEA Solutions Private Limited∆◊
(0.87)
(100)
(5.73)
(8.19)
(31.13)
0.87/0
100/0
5.73/0
8.19/0
31.13/0
INR10.00
INR100.00
INR100.00
INR100.00
INR100.00
75
72
73
89
74
India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz
East Mumbai, Mumbai 400098
Peel-Works Private Limited∆◊ (48.15)
(7.98)
48.15/0
7.98/0
INR30.00
INR30.00
India – 403 Valentina, Hiranandani Estate Thane, Thane West, 400607, Maharashtra
Pureplay Skin Sciences (India) Private Limited◊ (0.09)
(100)
0.09/0
100/0
INR10.00
INR100.00
63
70
75
73
India – 135 Hubtown Solaris, N.S. Phadke Marg, Andheri East-West Flyover Junction, Andheri (East)
Mumbai 400069
O(1) India Private Limited◊ (dba Shop101) (0.001)
(29.15)
0.001/0
29.15/0
INR10.00
INR100.00
Iran – No.32, Mokhberb Blvd, Ashrafi Esfashani Exo,.Tehran, Iran Postal Code: 1476785475
Golestan Co. (50.66)
Ireland – 70 Sir John Rogersons Quay, Dublin 2
Pepsi Lipton International Limited∆
50.66/0
100/0
100/0
100/0
100/0
EUR1.00
EUR1.00
EUR1.00
EUR1.00
Israel – Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692
IB Ventures Limited∆ (99.74)
99.74/0
ILS1.00
Japan – #308, 5–4–1, Minami Azabu, Tokyo
Grom Japan K.K◊ (34)
34/0
JPY50,000.00
Luxembourg – 5 Heienhaff, L-1736 Senningerberg
Helpling Group Holding S.à r.l.∆◊ (98.57)
98.57/0
EUR1.00
75
76
1
52
53
54
55
14
1
60
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201
England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way, London, England, W14 0EE
Capvent Asia Consumer Fund Limited∆ (40.41)
40.41/0
USD0.01
SCA Investments Limited∆◊ (5.98)
(74.60)
(25.19)
(4.27)
5.98/0
74.60/0
25.19/0
4.27/0
GBP0.001
GBP0.001
GBP0.001
GBP0.001
England and Wales – 167 Wimbledon Park Road, London SW18 5RH
THENUDECO LIMITEDΔ◊ (38.95)
(12.71)
38.95/0
12.71/0
GBP0.001
GBP0.000001
England and Wales - 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD
Trinny London LimitedΔ◊ (59.43)
(34.56)
59.43/0
34.56/0
GBP0.01
GBP0.01
England and Wales - C/O Tmf Group 8th Floor, 20 Farringdon Street, London, EC4A 4AB
Voltea LimitedΔ◊ (35.58)
(66.83)
(12.44)
(18.14)
(3.56)
0/35.58
0/66.83
0/12.44
0/18.14
0/3.56
England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA
P2i Limited∆◊ (12.89)
(5.44)
(5.44)
(50)
158
12.89/0
5.44/0
5.44/0
50/0
EUR0.10
EUR0.10
EUR0.10
EUR0.10
EUR0.10
GBP0.0001
GBP0.0001
GBP0.0001
GBP1.00
35
40
41
42
35
44
43
77
35
44
46
52
50
1
44
46
80
78
1
Oman – Po Box 1711, Ruwi, Postal code 112
Towell Unilever LLC (49)
0/49
OMR10.00
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, M.M
Sto Tomas Paco Land Corp∆◊
Paco Platform 7.5 Inc.∆◊
Cavite Horizons Land, Inc.◊ (35.10)
Industrial Realties, Inc.◊ (45.40)
64.55/35.45
64.55/35.45
22.66/12.44
64.55/35.45
29.30/16.1
PHP1.00
PHP1.00
PHP1.00
PHP10,000.00
PHP1.00
7
7
7
14
7
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City
WS Holdings Inc.∆◊
Selecta Walls Land Corp∆◊
64.55/35.45
64.55/35.45
PHP1.00
PHP10.00
29
29
Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa
Fima Ola – Produtos Alimentares, S.A. (55)
Gallo Worldwide, Limitada(55)
Grop – Gelado Retail Operation Portugal, Unipessoal,
LDA (55)
Transportadora Central do Infante, Limitada (54)
Unilever Fima, Limitada (55)
Victor Guedes – Industria e Comercio, S.A. (55)
0/55
0/55
0/55
0/54
0/55
0/55
EUR4,125,000
EUR550,000
EUR27,500
EUR27,000
EUR14,462,336.00
EUR275.00
Saudi Arabia – 8770 King Abudlaziz Branch Road, Ash Shati, Jeddah 23514-3261
Binzagr Unilever Distribution (73.50)
24.50/49
SAR1,000.00
1
5
5
1
5
1
1
Unilever Annual Report and Accounts 2019 Name of
Undertaking
%
holding
as
between
NV /PLC
Nominal
Value
Share
Class
Note
Sweden – No 18 Office & Lounge, Briger Jarlsgatan 18,114 34 Stockholm
SachaJuan Haircare AB∆◊ (69.5)
69.5/0
SEK1.00
United Arab Emirates – P.O. Box 49, Dubai
Al Gurg Unilever LLC (49)
0/49
AED1,000.00
United Arab Emirates – Po Box 49, Abu Dhabi
Thani Murshid Unilever LLC (49)
0/49
AED1,000.00
United States -1679 South Dupont Highway, Suite 100, Dover, Kent County, Delaware 19901
Beauty Bakerie Cosmetics Brand Inc∆◊
(50.05)
(16.24)
(6.42)
United States – 2600 Tenth St #101, Berkeley CA 94710
Machine Vantage◊ (9.86)
(49.93)
USD0.001
USD0.001
USD0.001
50.05/0
16.24/0
6.42/0
9.86/0
49.93/0
9
1
1
86
87
88
7
58
United States – c/o Law Traders Inc., 300 Delaware Ave., Suite 210, in the City of Wilmington, County
of New Castle
Quantbiome Inc. (dba Thryve)∆◊ (23.26)
23.26/0
USD0.00001
59
United States – C/O National Registered Agents, Inc.160 Green Tree Drive, Suite 101, Dover, Delaware 19904
Discuss.io Inc∆◊ (8.46)
(17.88)
(50.53)
8.46/0
17.88/0
50.53/0
USD0.0001
USD0.0001
USD0.0001
United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Pepsi Lipton Tea Partnership (50)
Food Service Direct Logistics, LLC
27.70/22.30
55.40/44.60
United States – 548 Market St #70998, San Francisco, CA 94104-5401
Physic Ventures L.P.◊ (57.27)
57.27/0
7
55
58
4
13
4
United States – c/o Cogency Global Inc, 850 New Burton Road, Suite 201, Dover, Kent County, DE 19904
Sunbasket Inc∆◊ (2.81)
(89.13)
(1.93)
(8.33)
2.81/0
89.13/0
1.93/0
8.33/0
USD0.0001
USD0.0001
USD0.0001
USD0.0001
United States – 251 Little Falls Drive, Wilmington, Delaware, New Castle 19808
Nutraceutical Wellness Inc (dba Nutrafol)∆◊ (41.70)
(56.82)
(10.95)
(49.72)
True Botanicals, Inc∆◊ (37.17)
(12.27)
(25.59)
41.70/0
56.82/0
10.95/0
49.72/0
37.17/0
12.27/0
0/25.59
USD0.0001
USD0.0001
USD0.0001
USD0.0001
USD0.0001
USD0.0001
USD0.0001
United – States 850 New Burton Road, in the City of Dover, County of Kent, Delovare, USA
Volition Beauty Inc∆◊ (66.67)
66.67/0
USD0.0001
United States - 160 Greentrre Dr Ste 101, Dover Kent 19904
Koco Life LLC ∆◊ (25.00)
(39.24)
25.00/0
39.24/0
United States - 1013 Centre Road Suite 403S, Wilmington New Castle, 19805
Zitsicka Inc ∆◊ (26.36)
26.36/0
United States - 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808
FabFitFun Inc ∆◊(68.18)
(7.48)
68.18/0
7.48/0
United States - c/o New Voices Partners, LLC. 7 Witch Lane. Rowayton, Connecticut 06853
New Voices Fund LP ◊(32.90)
32.90/0
7
60
61
91
62
51
93
94
81
82
83
44
95
92
44
6
58
4
159
Financial StatementsUnilever Annual Report and Accounts 2019 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: Redeemable Golden Share, 20: Deferred, 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: A, 33: B, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Ordinary-G, 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: A1 Preferred, 46: B Preferred, 47: Series 2
Preferred, 48: Series 3 Preferred, 49:Series A2 Convertible Redeemable Preference, 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: Class A Interests, 65: Class B Interests, 66. Ownership Units, 67. Seed B CCPS, 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 Shares, 80. N Preferred, 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. N Ordinary,
91. Series E, 92. Series C-2 Pref, 93. Series B-1 Preferred, 94. Series B-2 Preferred, 95. Series C-1 Pref, 96. B3 Ordinary.
*
o
Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with Article 2:403 of the Dutch Civil
Code.
Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.48% is
directly held and the remainder of 15.70% 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 United Holdings Limited, the ordinary shares are
directly held and the preferred shares are indirectly held. In the case of Mixhold N.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. In the case of Naamlooze Vernootschap Elma the ordinary shares are
directly held and the cumulative preference shares are indirectly held.
† Shares the undertaking holds in itself.
∆ Denotes an undertaking where other classes of shares are held by a third party.
X
Binzagr Unilever Limited, 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. Severn Gulf FZCO is a subsidiary undertaking pursuant to section 1162(4)(a) 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 and Unilever General Trading LLC.
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Section 264b German Commercial Code.
Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to
be a subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary
undertakings in the share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 51 to 52.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Andorra, Angola, Antigua,
Armenia, Azerbaijan, Bahamas, Barbados, Belarus, Belize, Benin, Bhutan, Bosnia and Herzegovina, Botswana, Brunei Darussalam, Burkina Faso,
Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea,
Fiji, Gabon, Gambia, Georgia, Grenada, Guinea, Guinea-Bissau, Guyana, Iceland, Iraq, Kiribati, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein,
Luxembourg, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Micronesia (Federated States of),
Monaco, Mongolia, Montenegro, Namibia, Nauru, Palau, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, 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, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Argentina, Azerbaijan, Cote d'Ivoire, Cuba, the Dominican Republic, Kazakhstan, the Philippines,
Saudi Arabia, Slovenia, Turkey and the United Kingdom.
160
Unilever Annual Report and Accounts 2019
Shareholder information
Financial calendar
Annual general meetings
NV
PLC
Date
Voting Record date
30 April 2020
29 April 2020
2 April 2020
–
Voting and
Registration date
23 April 2020
27 April 2020
Quarterly dividends
Dates listed below are applicable to all four Unilever listings (NV ordinary shares, PLC ordinary shares, NV New York shares, and PLC ADRs).
Quarterly dividend announced
with the Q4 2019 results
Quarterly dividend announced
with the Q1 20120 results
Quarterly dividend announced
with the Q2 2020 results
Quarterly dividend announced
with the Q3 2020 results
Announcement date
Ex-dividend date
Record date
Payment date
30 January 2020
20 February 2020
21 February 2020
18 March 2020
23 April 2020
14 May 2020
15 May 2020
4 June 2020
23 July 2020
6 August 2020
7 August 2020
9 September 2020
22 October 2020
5 November 2020
6 November 2020
2 December 2020
Contact details
Unilever N.V. and 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
The Netherlands
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Telephone
Email
UK
+31 (0)20 344 2000
corporate.broking@nl.abnamro.com
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone
Website
FAQ and Contact Form
+44 (0)370 600 3977
www.investorcentre.co.uk
computershare.co.uk/contactus
US
American Stock Transfer & Trust Company
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number
Direct dial
Email
+1 866 249 2593
+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 2019 (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 2019 (and the
Additional Information for US Listing Purposes) and the Annual Report on
Form 20-F 2019 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations
Unilever Annual Report and Accounts 2019
The Unilever Annual Report and Accounts 2019 (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
Unilever's quarterly results announcements are in English with figures in
euros.
161
Financial StatementsUnilever Annual Report and Accounts 2019
Index
Accounting policies .................................................................................91-93, 145-146, 150
Acquisitions ............................................................................................................................ 134-136
Annual General Meetings ........................................................................................................161
Asia/AMET/RUB ...............................................................................................................95, 97, 110
Associates ............................................................................................................... 94-95, 113, 137
Audit Committee .......................................................................................................................54-55
Auditors ............................................................................................................................54-55, 78-86
Balance sheet ..................................................................................26, 89, 144, 149, 175-176
Beauty & Personal Care ................................................3, 14, 23-25, 28, 32, 93-94, 140
Biographies ..................................................................................................................................49-50
Board committees ...........................................................................................................48, 54-77
Boards ....................................................................................................................................4-6, 47-77
Bonds and other loans ..............................................................................................................120
Brands .........................................................................................................................................2, 14-15
Capital expenditure ..................................................................................26, 31, 90, 111-112
Cash .........................................................................................26, 31, 89-90, 128-129, 175-176
Cash flow statement ................................................................................................90, 139, 178
Cautionary statement /safe harbour ..............................................Inside back cover
Chairman .................................................................................................................................................4
Chief Executive Officer .............................................................................................6, 47, 60-77
Commitments ....................................................................................................27, 133, 148, 152
Company accounts ............................................................................................................ 143-152
Compensation Committee ................................................................................................60-77
Comprehensive income ...............................................................................87, 143, 173-174
Constant underlying earnings per share .................................................................30-31
Contingent liabilities .............................................................................................133, 148, 152
Corporate governance .........................................................................................................47-59
Corporate responsibility ......................................................................................................56-57
Corporate Responsibility Committee ..........................................................................56-57
Deferred tax ................................................................................................................106, 145, 150
Depreciation .......................................................................................................... 90, 94, 111-112
Directors’ responsibilities ............................................................................................................78
Directors’ remuneration .......................................................................................................60-77
Disposals .................................................................................................................................. 134-136
Diversity .................................................................................................................................. 17, 48, 58
Dividends ...........................................................................................................108, 161, 166, 169
Divisions .....................................................................................14-15, 23-25, 29, 94, 110, 140
Earnings per share .....................................................................................................87, 107, 172
Employees .......................................................................................16-17, 37, 48, 97, 148, 165
Equalisation Agreement ...............................................................................47, 91, 117, 148
Equity .......................................................................................... 88-89, 107, 117-119, 143, 149
Europe ...................................................................................................................................95, 97, 110
Exchange rates ...............................................................................................................27, 91, 124
Executive Directors ...............................................................................................60-77, 97, 165
Finance and liquidity ................................................................................................ 27, 116-120
Finance costs and finance income ....................................................................................104
Financial assets ........................................................................................................... 89, 128-129
Financial calendar ........................................................................................................................161
Financial instruments ............................................................................................116-132, 145
Financial liabilities ..................................................................................................... 89, 116-120
Financial review .........................................................................................................................24-32
Foods & Refreshment ......................................................3, 14, 23-25, 28, 32, 93-94, 140
Free cash flow ...............................................................................................................3, 23, 26, 31
Geographies ................................................................................................................................95, 97
Goodwill ..........................................................................................................................108-110, 146
Gross profit ............................................................................................................................................96
Group companies ............................................................................................................... 153-160
Home Care ............................................................................3, 15, 23-25, 28, 32, 93-94, 140
IFRS 16 restatement .................................................................................................. 92, 138-141
Impairment ...................................................................................................................108-110, 128
Income statement ............................................................................................87, 143, 173-174
Innovation .............................................................................................................................................10
Intangible assets ........................................................................................... 108-110, 145-146
International Financial Reporting Standards .................................78, 91, 145, 150
Inventories ............................................................................................................................... 113-114
Joint ventures ........................................................................................................ 94-95, 113, 137
Key management ..................................................................................................................97, 103
Key Performance Indicators ..............................................................................................22-23
Leases ...........................................................................................................92, 112, 133, 138-141
Net debt ..................................................................................................................................................31
Nominating and Corporate Governance Committee ......................................58-59
Non-underlying items .......................................................................................................... 30, 96
Non-Executive Directors .......................................................................... 5, 47-49, 60-77, 97
Non-GAAP measures ..............................................................................................................27-32
Operating costs .........................................................................................................................95-96
Operating profit ........................................................................................24, 87, 143, 172-174
Organisational Structure ............................................................................................................47
Payables ..............................................................................................................................................115
Pensions and similar obligations ...............................................................................98-103
Property, plant and equipment ................................................................................ 111-112
Provisions ............................................................................................................................................132
Receivables ........................................................................................................................................114
Related party transactions ..........................................................................................137, 167
Research and development ......................................................................................................96
Reserves ...........................................................................................88, 116, 118, 143, 148, 151
Restructuring ....................................................................................................................24, 96, 132
Return on assets ....................................................................................................................... 24, 32
Return on invested capital .........................................................................................................31
Revenue ..........................................................................................24, 87, 93-95, 143, 172-174
Risk management and control ...................................................................................... 33, 54
Risks ...................................................................................................................................................33-45
Segment information ............................................................................................................93-95
Share-based payments .................................................................................................. 103-104
Share capital ...................................................................................... 51, 88-89, 117, 147, 151
Shareholders ....................................................................................................................21, 52, 166
Significant subsidiaries .............................................................................................................142
Staff costs ..............................................................................................................................................97
Strategy ..............................................................................................................................................9-11
Taxation .....................................................................................................................................105-107
The Americas ...................................................................................................................95, 97, 110
Total shareholder return ..............................................................................................................76
Treasury ............................................................................................................................. 39, 121-127
Turnover ..........................................................................................24, 87, 93-95, 143, 172-174
Underlying earnings per share .....................................................................................30, 107
Underlying effective tax rate .........................................................................................30, 105
Underlying operating margin ..................................................................................................30
Underlying operating profit ......................................................................................30, 93-94
Underlying sales growth ......................................................................................................28-29
Underlying volume growth ........................................................................................................30
Unilever Leadership Executive ...................................................................................7, 50, 97
Voting ...............................................................................................................................................51-52
Website .................................................................................................................................................161
162
Unilever Annual Report and Accounts 2019 Additional information for US listing purposes
Form 20-F references
Item 1
Identity of Directors, Senior Management and Advisers ..................................................................................................................................................................... n/a
Item 2 Offer Statistics and Expected Timetable ...................................................................................................................................................................................................n/a
Item 3
Key Information
A.
B.
C.
D.
Selected Financial Data ................................................................................................................................................................................................................ 117, 166, 172 – 173
Capitalisation and Indebtedness .............................................................................................................................................................................................................................. n/a
Reasons for the offer and use of proceeds .......................................................................................................................................................................................................... n/a
Risk factors .........................................................................................................................................................................................................................................................................33 – 39
Item 4
Information on the Company
A.
B.
C.
D.
History and development of the company ....................................................................................4, 6, 21, 24 – 32, 47, 51, 53, 90, 111 – 112, 134 – 136, 161
Business overview ................................................................................................................................................................................2 – 3, 24 – 32, 39, 42, 45, 47, 93 – 95, 167
Organisational structure .........................................................................................................................................................................................................................................47, 142
Property, plant and equipment .............................................................................................................................................................................................111 – 112, 167 – 168
Item 4A Unresolved Staff Comments .................................................................................................................................................................................................................................................................n/a
Item 5 Operating and Financial Review and Prospects
A.
B.
C.
D.
E.
F.
G.
Operating results .............................................................................................................................................................................................................6, 8, 23 – 32, 39, 42, 45, 124
Liquidity and capital resources ................................................................................................................ 26 – 27, 33, 78, 90, 111 – 112, 116, 119 – 120, 121 – 133
Research and development, patents and licences, etc. ...................................................................................................................................................10, 95 – 96, 167
Trend information .............................................................................................................................................................................................................................6, 6, 24 – 32, 35 – 39
Off-balance sheet arrangements ........................................................................................................................................................................................121 – 127, 130 – 133
Tabular disclosure of contractual obligations .....................................................................................................................................................................................................27
Safe harbour ............................................................................................................................................................................................................................................ inside back cover
Item 6
Directors, Senior Management and Employees
A.
B.
C.
D.
E.
Directors and senior management ..........................................................................................................................................................................................................49, 50, 165
Compensation ............................................................................................................................................................................................................................................60 – 77, 97 – 104
Board practices ...............................................................................................................................................................................................47 – 49, 54 – 55, 58, 60, 71 – 72, 165
Employees .........................................................................................................................................................................................................................................................................97, 165
Share ownership .........................................................................................................................................................................................................................63 – 77, 103 – 104, 165
Item 7 Major Shareholders and Related Party Transactions
A.
B.
C.
Major shareholders ...........................................................................................................................................................................................................................................51 – 52, 166
Related party transactions ...................................................................................................................................................................................................................................137, 166
Interest of experts and counsel ................................................................................................................................................................................................................................... n/a
Item 8
Financial Information
A.
B.
Consolidated statements and other financial information ..........................................................................................78 – 79, 87 – 142, 161, 166, 173 – 178
Significant changes ............................................................................................................................................................................................................................................................. 141
Item 9
The Offer and Listing
A.
B.
C.
D.
E.
F.
Offer and listing details .......................................................................................................................................................................................................................................................51
Plan of distribution .............................................................................................................................................................................................................................................................. n/a
Markets ...........................................................................................................................................................................................................................................................................................51
Selling shareholders ........................................................................................................................................................................................................................................................... n/a
Dilution ........................................................................................................................................................................................................................................................................................ n/a
Expenses of the issue ......................................................................................................................................................................................................................................................... n/a
163
Financial StatementsUnilever Annual Report and Accounts 2019
Additional information for US listing purposes continued
Item 10 Additional Information
A.
B.
C.
D.
E.
F.
G.
H.
I.
Share capital ............................................................................................................................................................................................................................................................................n/a
Articles of association .................................................................................................................................................................................................................................47 – 53, 58, 69
Material contracts ........................................................................................................................................................................................................................................................47, 167
Exchange controls ................................................................................................................................................................................................................................................................167
Taxation ..........................................................................................................................................................................................................................................................................168 – 169
Dividends and paying agents ...................................................................................................................................................................................................................................... n/a
Statement by experts ......................................................................................................................................................................................................................................................... n/a
Documents on display ............................................................................................................................................................................................................................................161, 167
Subsidiary information ..................................................................................................................................................................................................................................................... n/a
Item 11 Quantitative and Qualitative Disclosures About Market Risk ................................................................................... 98 – 103, 114 – 116, 121 – 128, 130 – 132
Item 12 Description of Securities Other than Equity Securities
A.
B.
C.
D.1
D.2
D.3
D.4
Description of debt securities ....................................................................................................................................................................................................................................... n/a
Description of warrants and rights ........................................................................................................................................................................................................................... n/a
Description of other securities ..................................................................................................................................................................................................................................... n/a
Name of depositary and address of principal executive ........................................................................................................................................................................... n/a
Title of ADRS and brief description of provisions ............................................................................................................................................................................................. n/a
Transfer agent fees and charges ................................................................................................................................................................................................................................ 170
Transfer agent payments ................................................................................................................................................................................................................................................170
Item 13 Defaults, Dividend Arrearages and Delinquencies
A.
B.
Defaults .......................................................................................................................................................................................................................................................................................170
Dividend arrearages and delinquencies ..............................................................................................................................................................................................................170
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds .......................................................................................................................... n/a
Item 15 Controls and Procedures ........................................................................................................................................................................................................... 53 – 55, 79, 171
Item 16 Reserved
A.
B.
C.
D.
E.
F.
G.
H.
Audit Committee Financial Expert .......................................................................................................................................................................................................................48, 54
Code of Ethics .............................................................................................................................................................................................................................................................33, 53, 56
Principal Accountant Fees and Services ..............................................................................................................................................................................................54 – 55, 171
Exemptions From The Listing Standards For Audit Committees ........................................................................................................................................................... n/a
Purchases Of Equity Securities By The Issuer and Affiliated Purchasers ..................................................................................................................................51, 171
Change in Registrant’s Certifying Accountant .................................................................................................................................................................................................. n/a
Corporate Governance ........................................................................................................................................................................................................................................................53
Mine Safety Disclosures .................................................................................................................................................................................................................................................... n/a
Item 17 Financial Statements ............................................................................................................................................................................................ 78 – 79, 87 – 142, 173 – 178
Item 18 Financial Statements ............................................................................................................................................................................................ 78 – 79, 87 – 142, 173 – 178
Item 19 Exhibits
Please refer to the Exhibit list located immediately following the signature page for this document as filed with the SEC.
164
Unilever Annual Report and Accounts 2019
Directors, senior management and employees
Employees
The average number of employees for the last three years is provided in note 4A on page 97. The average number of employees during 2019 included
9,327 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, Unilever’s 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 20 February 2020, awards for 257,156 NV and 209,321 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 the GSIP, MCIP and SHARES
plans. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017, GSIP, MCIP 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.
It 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.
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.
165
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
Major shareholders and related party transactions
Major shareholders
The voting rights of the significant shareholders of NV and PLC are the same as for other holders of the class of share held by such significant
shareholder.
The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary shares and the London Stock Exchange for
PLC ordinary shares.
In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank
Trust Company Americas (Deutsche Bank) acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts,
depositary.
At 20 February 2020 (the latest practicable date for inclusion in this report), there were 3,994 registered holders of NV New York Registry Shares and 791
registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 13% of NV’s ordinary shares (including
shares underlying NV New York Registry shares) were held in the United States (approximately 10% in 2018) and approximately 11% of PLC’s ordinary
shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 11% in 2018).
NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders 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. Each NV ordinary share represents the
same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).
If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have
shares registered in the United States) and you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal
entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax.
Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. On a
going concern basis, you have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts.
To Unilever’s knowledge, the Unilever Group 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. The Group is not aware of any arrangements the operation of which may at any subsequent date result
in a change of control of Unilever.
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 notes 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 2019 up to 20 February 2020 (the
latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share
denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are
the result of changes in exchange rates between the equalisation of the dividends and the date of payment.
2019
2018
2017
2016
2015
€1.64
$1.83
£1.43
$1.83
€1.62
$1.82
£1.42
$1.82
€1.55
$1.82
£1.35
$1.82
€1.52
$1.83
£1.33
$1.83
€1.43
$1.66
£1.26
$1.66
€1.40
$1.56
£1.22
$1.56
€1.28
$1.42
€1.09
$1.42
€1.26
$1.40
€1.04
$1.40
€1.21
$1.32
£0.88
$1.32
€1.19
$1.32
£0.87
$1.32
Dividends declared for the year
NV dividends
Dividend per €0.16
Dividend per €0.16 (US Registry)
PLC dividends
Dividend per 31/9p
Dividend per 31/9p (US Registry)
Dividends paid during the year
NV dividends
Dividend per €0.16
Dividend per €0.16 (US Registry)
PLC dividends
Dividend per 31/9p
Dividend per 31/9p (US Registry)
166
Unilever Annual Report and Accounts 2019 Material contracts
The descriptions of the foundation agreements set forth in the Unilever
Annual Report and Accounts 2019 do not purport to be complete and
are qualified in their entirety by reference to the Equalisation Agreement
between NV and PLC, the Deed of Mutual Covenants and the Agreement
for Mutual Guarantees of Borrowing, including all amendments thereto,
filed as Exhibits 4.1(a), 4.1(b) and 4.1(c), respectively, to this report, which
are incorporated herein by reference.
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 and meets
the needs of our consumers.
More than 6,000 Unilever R&D professionals are building our brands
through innovation. We invested around €900 million in R&D in each of the
last three years, and we hold a portfolio of more than 20,000 patents and
patent applications.
Exchange controls
Under the Dutch External Financial Relations Act of 25 March 1994,
the Minister of Finance is authorised to issue regulations relating to
financial transactions concerning the movement of capital to or from
other countries with respect to direct investments, establishment, the
performing of financial services, the admission of negotiable instruments
or goods with respect to which regulations have been issued under the
Import and Export Act in the interest of the international legal system
or an arrangement relevant thereto. These regulations may contain a
prohibition to perform any of the actions indicated in those regulations
without a licence. To date, no regulations of this type, have been issued
which are applicable to NV.
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 PLC’s 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 PLC’s Articles of Association on
the right to be a holder of, and to vote in respect of, the company’s shares.
Unilever Annual Report on Form 20-F 2019
Filed with the SEC on the SEC’s 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 SEC’s
website.
Other information on the Company
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 2019
we experienced significant deflation in Palm oil prices but this was offset
by slight price increases dairy products, cocoa and sugar. Prices were
also negatively impacted following foreign exchange rates deterioration
across many emerging markets, with significant impact from Argentina,
Pakistan, India, Brazil and Turkey. Looking ahead to 2020, we remain
watchful for volatility in commodity and foreign exchange markets.
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
competitors’. Our brands command loyalty and affinity and deliver
superior performance.
Innovation, Research and Development
Innovation is at the heart of Unilever’s 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.
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.
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. Many of the challenges of improving
health and well-being, reducing environmental impact, and improving
nutrition will be met through science and technology.
Our six main R&D centres in the US, UK, Netherlands, India and China
work on the science and technologies that can be applied to our product
development process. Our research aims to bring together the best
thinking and ideas from wherever they exist.
Product 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 R&D Deploy teams draw on local knowledge - such as consumer
preference, the regulatory framework, legal considerations and
Iran-related required disclosure
Unilever operates in Iran through a non-US subsidiary. In 2019, sales in Iran
were significantly less than one percent of Unilever’s worldwide turnover.
During the year, this non-US subsidiary had approximately €1,334 in gross
revenues and less than €547 in net profits attributable to the sale of food,
personal care and home care products to the Hotel Homa Group, which
is owned by the Social Security Organization of Iran, and IRR Mohammad
Rasoullah Pharmacy & Kowsar ‘Veterans of IRGC’, which are affiliated
with the Islamic Republic Revolutionary Guard Corps. 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 the light of the evolving regulatory environment.
Property, plant and equipment
The Group has interests in properties in most of the countries where
there are Unilever operations. None of these interest 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
167
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
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
Taxation for US persons holding shares in NV
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. A US
person is a US individual citizen or resident, a corporation organised under
the laws of the United States, any state or District of Columbia or any other
legal person subject to United States Federal Income Tax on its worldwide
income.
Taxation on dividends in the Netherlands
As of 1 January 2007, dividends paid by companies in the Netherlands
are in principle subject to dividend withholding tax of 15%. Where
a shareholder is entitled to the benefits of the current Income Tax
Convention (the Convention) concluded on 18 December 1992 between
the United States and the Netherlands, when dividends are paid by NV to:
a corporation organised under the laws of the United States (or any
•
territory of it) having no permanent establishment in the Netherlands
of which such shares form a part of the business property; or
any other legal person subject to United States Federal Income
Tax with respect to its worldwide income, having no permanent
establishment in the Netherlands of which such shares form a part
of the business property, these dividends qualify for a reduction of
withholding tax on dividends in the Netherlands from 15% to 5%, if
the beneficial owner is a company which directly holds at least 10% of
the voting power of NV shares.
•
Where a US person has a permanent establishment in the Netherlands,
which has shares in NV forming part of its business property, dividends
it receives on those shares are included in that establishment’s profit.
They are subject to income tax or corporation tax in the Netherlands, as
appropriate, and tax on dividends in the Netherlands will generally be
applied at the full rate of 15% with, as appropriate, the possibility to claim
a credit for that tax on dividends in the Netherlands against the income
tax or corporation tax in the Netherlands. The net tax suffered may be
treated as foreign income tax eligible for credit against shareholders’
United States income taxes.
The Convention provides, subject to certain conditions, for a complete
exemption from, or refund of, Dutch dividend withholding tax if the
beneficial owner is a qualified ‘Exempt Pension Trust’ as defined in Article
35 of the Convention or a qualified ‘Exempt Organisation’ as defined in
Article 36 of the Convention. It is noted that, subject to certain conditions,
foreign (non-Dutch) tax exempt entities may also be entitled to a full
refund of any Dutch dividend withholding tax suffered based on specific
provisions in the Dividend Tax Act in the Netherlands. This tax refund
opportunity under Dutch domestic tax law already applied to European
Union and European Economic Area entities as of 1 January 2007 and
has been extended as of 1 January 2012 to all foreign tax exempt entities
including, if appropriate, United States tax exempt entities.
Under the Convention, qualifying United States organisations that are
generally exempt from United States taxes and that are constituted and
operated exclusively to administer or provide pension, retirement or
other employee benefits may be exempt at source from withholding tax
on dividends received from a Dutch corporation. A Competent Authority
Agreement between the US and Dutch tax authorities on 6 August 2007,
published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin
540, as amended by a Competent Authority Agreement published in the
United States as Announcement 2010-26, 2010-1 Cumulative Bulletin 604,
describes the eligibility of these US organisations for benefits under the
Convention and procedures for claiming these benefits.
Under the Convention, a United States trust, company or organisation that
is operated exclusively for religious, charitable, scientific, educational or
public purposes is subject to an initial 15% withholding tax rate. Such an
exempt organisation may be entitled to reclaim from tax authorities in
the Netherlands a refund of the Dutch dividend tax, if and to the extent
that it is exempt from United States Federal Income Tax and it would be
exempt from tax in the Netherlands if it were organised and carried on
all its activities there. If you are an NV shareholder resident in any country
other than the United States or the Netherlands, any exemption from, or
reduction or refund of, dividend withholding tax in the Netherlands may
be governed by specific provisions in Dutch tax law, the ‘Tax Regulation
for the Kingdom of the Netherlands’, or by the tax convention or any other
agreement for the avoidance of double taxation, if any, between the
Netherlands and your country of residence.
United States taxation on dividends
If you are a US person, the dividend (including the withheld amount) up to
the amount of NV earnings and profits for United States Federal Income
Tax purposes will be ordinary dividend income. 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 for more than 60 days during the 121-day period beginning 60 days
before the ex-dividend date, that NV is a qualified foreign corporation
and that certain other conditions are satisfied. NV is a qualified foreign
corporation for this purpose. In addition, an additional tax of 3.8% will
apply to dividends and other investment income received by individuals
with incomes exceeding certain thresholds. The dividends are not eligible
for the dividends received deduction allowed to corporations.
For US foreign tax credit purposes, the dividend is foreign source income,
and withholding tax in the Netherlands is a foreign income tax that is
eligible for credit against the shareholder’s United States income taxes.
However, the rules governing the US foreign tax credit are complex, and
additional limitations on the credit apply to individuals receiving dividends
eligible for the maximum tax rate on dividends described above.
Any portion of the dividend that exceeds NV’s United States earnings and
profits is subject to different rules. This portion is a tax-free return of capital
to the extent of your basis in NV’s shares, and thereafter is treated as a
gain on a disposition of the shares.
Under a provision of the Dividend Tax Act in the Netherlands and provided
certain conditions are satisfied, NV is entitled to a credit (up to a maximum
of 3% of the gross dividend from which dividend tax is withheld) against
the amount of dividend tax withheld before remittance to tax authorities
in the Netherlands. The United States tax authority may take the position
that withholding tax in the Netherlands eligible for credit should be
limited accordingly.
Disclosure requirements for US individual holders
US individuals that hold certain specified foreign financial assets,
including stock in a non-US corporation, with values in excess of certain
thresholds are required to file Form 8938 with their United States
Federal Income Tax return. Such Form requires disclosure of information
concerning such non-US, 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.
Taxation on capital gains in the Netherlands
Under the Convention, if you are a US person and you have capital gains
on the sale of shares of a Dutch company, these are generally not subject
to taxation by the Netherlands. An exception to this rule generally applies
if you have a permanent establishment in the Netherlands and the capital
gain is derived from the sale of shares which form part of that permanent
establishment’s business property.
168
Unilever Annual Report and Accounts 2019 United States taxation on capital gains
A US person generally will recognize capital gain or loss for US federal
income tax purposes equal to the difference, if any, between the amount
realized on the sale and the US person’s adjusted tax basis in the shares
or NYRSs, 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 NYRSs and the treatment of any foreign currency gain or loss upon
conversion of the foreign currency into US dollars. The capital gain or
loss recognized on the sale will be long-term capital gain or loss if the
US person’s holding period in the shares or NYRSs 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
Succession duty and gift taxes in the Netherlands
Under the Estate and Inheritance Tax Convention between the United
States and the Netherlands of 15 July 1969, individual US persons who
are not Dutch citizens who have shares will generally not be subject to
succession duty in the Netherlands on the individual’s death, unless the
shares are part of the business property of a permanent establishment
situated in the Netherlands.
A gift of shares of a Dutch company by a person who is not a resident
or a deemed resident of the Netherlands is generally not subject to gift
tax in the Netherlands. A non-resident Netherlands citizen, however, is
still treated as a resident of the Netherlands for gift tax purposes for ten
years and any other non-resident person for one year after leaving the
Netherlands.
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
United States 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 United Kingdom companies. Shareholders, whether resident in the
United Kingdom or not, receive the full amount of the dividend actually
declared.
United States taxation on dividends
If you are a US person, the dividend up to the amount of PLC’s earnings
and profits for United States Federal Income Tax purposes will be ordinary
dividend income. 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. In addition, an additional tax of 3.8% will apply to dividends and
other investment income received by individuals with incomes exceeding
certain thresholds. 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.
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.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares 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 capital gains
made on disposal of your shares.
Two exceptions are: if the shares 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 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.
United States taxation on capital gains
A US person generally will recognize capital gain or loss for US federal
income tax purposes equal to the difference, if any, between the amount
realized on the sale and the US person’s 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 recognized on the
sale will be long-term capital gain or loss if the US person’s 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, ordinary shares held by an individual
shareholder who is:
•
domiciled for the purposes of the convention in the United States;
and
is 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 individual’s death; or
• on a gift of the shares during the individual’s lifetime.
Where ordinary shares 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 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.
Any portion of the dividend that exceeds PLC’s United States earnings and
profits is subject to different rules. This portion is a tax-free return of capital
to the extent of your basis in PLC’s shares or ADSs, and thereafter is treated
as a gain on a disposition of the shares or ADSs.
Where ordinary shares 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.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets,
including stock in a foreign corporation, with values in excess of certain
thresholds are required to file Form 8938 with their United States
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,
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 in the United
States is not paid.
169
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
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.
Transfer agent payments – fiscal year 2019 for NV
Deutsche Bank has been the transfer agent and registrar for its New
York Registered Share program since 1 July 2014. Under the terms of the
Transfer Agent Agreement, NV is entitled to certain reimbursements,
including the reimbursement of listing fees (NYSE), reimbursement of
settlement infrastructure fees (including DTC feeds), reimbursement of
proxy process expenses (printing, postage and distribution), tax reclaim
services and program-related expenses (that include expenses incurred
from the requirements of the Sarbanes-Oxley Act of 2002). In relation to
2019, NV did not receive further payments from Deutsche Bank.
Depositary payments – fiscal year 2019 for PLC
Deutsche Bank has been the depositary bank for its American Depositary
Receipt Program 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 2019, PLC did not receive further payments from
Deutsche Bank.
Defaults, dividend arrearages and
delinquencies
Defaults
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.
Description of securities other than
equity securities
Deutsche Bank serves as both the transfer agent and registrar pursuant
to the NV New York Registered Share Program and the depositary
(Depositary) for PLC’s American Depositary Receipt Program.
Transfer agent fees and charges for NV
Although Items 12.D.3 and 12.D.4 are not applicable to NV the following
fees, charges and transfer agent payments are listed, as any fee
arrangement with Deutsche Bank will cover both programs.
Under the terms of the Transfer Agent Agreement for the NV New York
Registered Share program, a New York Registry Share (NYRS) holder may
have to pay the following service fees to the transfer agent:
• Issuance of NYRSs: up to US 5¢ per NYRS issued.
• Cancellation of NYRSs: up to US 5¢ per NYRS cancelled.
An NYRS holder will also be responsible to pay certain fees and expenses
incurred by the transfer agent 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 Netherlands (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); and
fees and expenses incurred in connection with the delivery or
servicing of shares on deposit.
•
•
Transfer agent fees payable upon the issuance and cancellation of NYRSs
are typically paid to the transfer agent by the brokers (on behalf of their
clients) receiving the newly-issued NYRSs from the transfer agent and by
the brokers (on behalf of their clients) delivering the NYRSs to the transfer
agent 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 transfer agent. Notice of any
changes will be given to investors.
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.
170
Unilever Annual Report and Accounts 2019
Purchases of equity securities
Share purchases during 2019
Please also refer to ‘Our shares’ section on page 51.
Total number of
shares purchased
Average price
paid per share (€)
Of which, number of
shares purchased as
part of publicly
announced plans
€ million Maximum
value that may
yet be purchased
as part of publicly
announced plans
January
February
March
April(a)
May(a)
June
July
August
September
October
November
December
Total
1,771,099
1,982,901
53.50
53.52
3,754,000
(a)
3,754,000 shares were purchased to enable the Group to meet share award obligations under its Management Co-Investment Plan as part of the programme
announced on 29 April 2019. The programme was completed on 13 May 2019. See note 4C on pages 103 to 104 for more details on share-based compensation plans.
Between 31 December 2019 and 20 February 2020 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any share
repurchases.
Management’s 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 Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):
• Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
Unilever’s 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 2019, and has concluded that such
internal control over financial reporting is effective. Management’s assessment and conclusion excludes Astrix, Lenor Japan and FruFru from
this assessment, as they were acquired on 30 August 2019, 1 October 2019, and 1 October 2019 respectively. These entities are included in our
2019 consolidated financial statements, and together they constituted approximately 0.25% of our total assets as at 31 December 2019 and
approximately 0.03% of total turnover for the year ended 31 December 2019; and
KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December
2019, have also audited the effectiveness of internal control over financial reporting as at 31 December 2019 and have issued an attestation
report on internal control over financial reporting.
•
•
Principal accountant fees and services
Audit fees(a)
Audit-related fees(b)
Tax fees
All other fees
€ million
2019
€ million
2018
€ million
2017
17
–(d)
–(c)
–(c)
16
5(d)
–(c)
–(c)
14
5(d)
–(c)
–(c)
(a)
(b)
(c)
(d)
Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2018: less than €1
million individually and in aggregate; 2017: less than €1 million individually and in aggregate).
Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.
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 (2018: less than €1 million,
2017: €1 million).
2018 includes €4 million (2017: €5 million) for audits and reviews of carve-out financial statements of the Spreads business and €1 million (2017: €Nil) for assurance work
on Simplification.
171
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
Selected financial data
The schedules below provide the Group’s selected financial data for the five most recent financial years.
2016 and 2015 numbers are not comparable as the Group has adopted IFRS 16 and has restated only 2018 and 2017. See note 24 to the consolidated financial statements
on pages 138 to 140 for explanation and reconciliation of lines and sub-totals impacted by IFRS 16 adoption to those previously reported.
Consolidated income statement
Turnover
Operating profit
Net finance costs
Net monetary gain arising from hyperinflationary economies
Share of net profit/(loss) of joint ventures and associates and other income/(loss)
€ million
2019
€ million
2018
€ million
2017
€ million
2016
€ million
2015
(Restated)(a)
(Restated)(a)
51,980
50,982
53,715
52,713
53,272
8,708
12,639
8,957
7,801
7,515
(627)
32
(608)
122
(1,004)
–
(563)
–
(493)
–
from non-current investments
176
207
173
231
198
Profit before taxation
Taxation
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Combined earnings per share(a)
Basic earnings per share
Diluted earnings per share
8,289
(2,263)
12,360
(2,572)
8,126
(1,670)
7,469
7,220
(1,922)
(1,961)
6,026
9,788
6,456
5,547
5,259
401
5,625
419
9,369
433
6,023
363
5,184
350
4,909
€ million
2019
€ million
2018
€ million
2017
€ million
2016
€ million
2015
(Restated)(a)
(Restated)(a)
2.15
2.14
3.49
3.48
2.15
2.14
1.83
1.82
1.73
1.72
For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 107.
Consolidated balance sheet
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Share Capital
Share premium account
Other reserves
Retained profit
Non-controlling interests
Total equity
Total liabilities and equity
Consolidated cash flow statement
Net cash flow from operating activities
Net cash flow from/(used in) investing activities
Net cash flow from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rates
Cash and cash equivalents at the end of the year
€ million
2019
€ million
2018
€ million
2017
€ million
2016
€ million
2015
(Restated)(a)
(Restated)(a)
48,376
16,430
64,806
20,978
29,942
50,920
420
134
45,633
15,478
61,111
20,150
28,844
48,994
464
129
45,078
16,980
62,058
23,587
24,273
47,860
484
130
(5,574)
(15,218)
(13,587)
18,212
694
13,886
64,806
26,022
720
12,117
61,111
26,413
758
14,198
62,058
42,545
13,884
56,429
20,556
18,893
39,449
484
134
(7,443)
23,179
626
16,980
56,429
39,612
12,686
52,298
20,019
16,197
36,216
484
152
(7,816)
22,619
643
16,082
52,298
€ million
2019
€ million
2018
€ million
2017
€ million
2016
€ million
2015
(Restated)(a)
(Restated)(a)
8,109
(2,237)
7,318
4,644
(4,667)
(12,113)
1205
3,090
(179)
4,116
(151)
3,169
72
3,090
7,879
(5,879)
(2,020)
(20)
3,198
(9)
3,169
7,047
(3,188)
(3,073)
786
2,128
284
3,198
7,330
(3,539)
(3,032)
759
1,910
(541)
2,128
(a) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
172
Unilever Annual Report and Accounts 2019 Ratios and other metrics
Operating margin (%) (Restated)(a)
Net profit margin (%) (Restated)(a) (b)
Number of Shares issued
Unilever N.V. ordinary shares (Millions of units)
Unilever N.V. special shares (units)
Unilever PLC ordinary shares (Millions of units)
Unilever PLC deferred stock (units)
2019
16.8
10.8
1,461
2,400
1,169
2018
24.6
18.4
1,715
2,400
1,187
2017
16.5
11.3
1,715
2,400
1,310
2016
14.8
9.8
1,715
2,400
1,310
2015
14.1
9.2
1,715
2,400
1,310
100,000
100,000
100,000
100,000
100,000
(a) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
(b) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover.
Guarantor statements
On 27 July 2017, Unilever N.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly
and severally, by Unilever N.V., Unilever PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf registration filed on 30
September 2014, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100%
owned by the Unilever parent entities (as defined below). Of the US Shelf registration, $12.35 billion of Notes were outstanding at 31 December 2019
(2018: $12.5 billion; 2017: $8.9 billion) with coupons ranging from 1.375% to 5.9%. These Notes are repayable between 5 May 2020 and 15 November 2032.
Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with
the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost
convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with
International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries
accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the
non-guarantor subsidiaries has been prepared on a consolidated basis.
Income statement
for the year ended 31 December 2019
Turnover(b)
Operating profit
Net finance income/(costs)
Pensions and similar obligations
Other income/(losses)
Net monetary gain arising from hyperinflationary economies
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Other comprehensive income
Total comprehensive income
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries Eliminations
€ million
€ million
€ million
–
–
2
–
–
–
2
–
2
–
2
–
2
–
2
–
1,148
(89)
(2)
–
–
1,057
(169)
888
4,737
5,625
–
5,625
(5)
5,620
–
1
(492)
(22)
–
–
(513)
–
(513)
1,193
680
–
680
13
693
51,980
7,559
(18)
(6)
176
32
7,743
(2,094)
5,649
(7,026)
(1,377)
401
(1,778)
535
(842)
–
–
–
–
–
–
–
–
–
1,096
1,096
–
1,096
–
1,096
Unilever
Group
51,980
8,708
(597)
(30)
176
32
8,289
(2,263)
6,026
–
6,026
401
5,625
543
6,569
(a)
(b)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
For the purpose of this table, amounts exclude revenue from Group companies.
173
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
Income statement
for the year ended 31 December 2018(b)
Turnover(c)
Operating profit
Net finance income/(costs)
Pensions and similar obligations
Other income/(losses)
Premium paid on buyback of preference shares
Net monetary gain arising from hyperinflationary economies
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Other comprehensive income
Total comprehensive income
Income statement
for the year ended 31 December 2017(b)
Turnover(c)
Operating profit
Net finance income/(costs)
Pensions and similar obligations
Other income/(losses)
Premium paid on buyback of preference shares
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Other comprehensive income
Total comprehensive income
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,987
(105)
(2)
–
(382)
–
1,498
(199)
1,299
8,070
9,369
–
9,369
(24)
9,345
–
(4)
(426)
(19)
–
–
–
(449)
–
(449)
1,787
1,338
–
1,338
25
1,363
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
50,982
10,656
(52)
(4)
207
382
122
11,311
(2,373)
8,938
(20,326)
(11,388)
419
(11,807)
(1,172)
Eliminations
–
–
–
–
–
–
–
–
–
–
10,469
10,469
–
10,469
–
(12,560)
10,469
Unilever
Group
50,982
12,639
(583)
(25)
207
–
122
12,360
(2,572)
9,788
–
9,788
419
9,369
(1,171)
8,617
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
–
–
1
–
–
–
1
–
1
–
1
–
1
–
1
–
999
(110)
(2)
–
–
887
(165)
722
5,301
6,023
–
6,023
(75)
5,948
–
(4)
(379)
(24)
–
–
(407)
–
(407)
1,716
1,309
–
1,309
(156)
1,153
53,715
7,962
(38)
(70)
173
(382)
7,645
(1,505)
6,140
(10,298)
(4,158)
433
(4,591)
503
(3,655)
–
–
–
–
–
–
–
–
–
3,281
3,281
–
3,281
–
3,281
Unilever
Group
53,715
8,957
(526)
(96)
173
(382)
8,126
(1,670)
6,456
–
6,456
433
6,023
272
6,728
(a)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
(b) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
(c)
For the purpose of these tables, amounts exclude revenue from Group companies.
174
Unilever Annual Report and Accounts 2019 Balance sheet
at 31 December 2019
Assets
Non-current assets
Goodwill and intangible assets
Deferred tax assets
Other non-current assets
Amounts due from group companies
Net assets of subsidiaries (equity accounted)
Current assets
Amounts due from group companies
Trade and other current receivables
Current tax assets
Other current assets
Total assets
Liabilities
Current liabilities
Financial liabilities
Amounts due to group companies
Trade payables and other current liabilities
Current tax liabilities
Other current liabilities
Non-current liabilities
Financial liabilities
Amounts due to group companies
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Other non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries Eliminations
Unilever
Group
–
–
–
15,335
–
15,335
–
–
–
81
81
15,416
2,435
2,775
89
–
–
3,141
–
2
10,602
21,193
34,938
–
–
1
–
24,514
24,515
27,888
1,336
16,008
–
–
45,232
–
–
–
(25,937)
(45,707)
(71,644)
15,257
822
28,799
(44,878)
153
18
–
15,428
50,366
1,049
24,469
356
–
–
7
–
–
829
25,344
–
1,555
16
9
5
6,535
379
9,257
44,970
90,202
1,207
16,079
14,307
889
616
–
–
–
(44,878)
(116,522)
–
(44,878)
–
–
–
31,029
1,336
16,011
–
–
48,376
–
6,695
397
9,338
16,430
64,806
4,691
–
14,768
898
621
5,299
25,874
1,585
33,098
(44,878)
20,978
9,789
11,009
–
–
–
–
–
9,789
15,088
328
–
328
15,416
–
11,325
2
83
325
11,419
37,293
13,073
–
13,073
50,366
127
376
6
11,834
13,419
11,925
–
11,925
25,344
2,768
14,612
1,028
1,002
3,427
22,837
55,935
33,573
694
34,267
90,202
–
23,566
(25,937)
–
–
–
–
(25,937)
(70,815)
(45,707)
–
(45,707)
(116,522)
1,157
1,461
3,758
29,942
50,920
13,192
694
13,886
64,806
(a)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
(b) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
175
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
Balance sheet
at 31 December 2018(b)
Assets
Non-current assets
Goodwill and intangible assets
Deferred tax assets
Other non-current assets
Amounts due from group companies
Net assets of subsidiaries (equity accounted)
Current assets
Amounts due from group companies
Trade and other current receivables
Current tax assets
Other current assets
Total assets
Liabilities
Current liabilities
Financial liabilities
Amounts due to group companies
Trade payables and other current liabilities
Current tax liabilities
Other current liabilities
Non-current liabilities
Financial liabilities
Amounts due to group companies
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Other non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
3,058
–
43
10,379
22,125
35,605
–
13
2
–
22,427
22,442
26,435
1,139
14,943
–
–
42,517
–
–
–
(27,590)
(44,552)
(72,142)
11,883
5,413
33,032
(50,328)
–
–
–
17,211
–
17,211
–
–
–
6
6
17,217
2,381
4,895
96
–
–
156
15
7
12,061
47,666
35
25,010
327
–
2
4
–
–
5,417
27,859
2
3,127
15
72
–
7,372
25,374
3,216
9,525
10,787
–
–
–
–
–
9,525
16,897
320
–
320
17,217
–
13,290
7
87
141
11,022
36,396
11,270
–
11,270
47,666
136
388
1
13,815
17,031
10,828
–
10,828
27,859
29,493
1,152
14,988
–
–
45,633
–
6,482
472
8,524
15,478
61,111
3,613
–
14,457
1,445
635
20,150
–
–
–
(50,328)
(122,470)
–
(50,328)
–
–
–
(50,328)
–
23,125
(27,590)
–
–
–
–
(27,590)
(77,918)
(44,552)
–
(44,552)
(122,470)
1,209
1,393
3,117
28,844
48,994
11,397
720
12,117
61,111
6,322
457
8,511
48,322
90,839
1,195
17,296
14,019
1,373
633
34,516
2,813
14,300
1,066
918
2,975
22,072
56,588
33,531
720
34,251
90,839
(a)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
(b) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
176
Unilever Annual Report and Accounts 2019 Balance sheet
at 1 January 2018(b)
Assets
Non-current assets
Goodwill and intangible assets
Deferred tax assets
Other non-current assets
Amounts due from group companies
Net assets of subsidiaries (equity accounted)
Current assets
Amounts due from group companies
Trade and other current receivables
Current tax assets
Other current assets
Total assets
Liabilities
Current liabilities
Financial liabilities
Amounts due to group companies
Trade payables and other current liabilities
Current tax liabilities
Other current liabilities
Non-current liabilities
Financial liabilities
Amounts due to group companies
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Other non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
–
–
–
17,132
–
17,132
–
–
–
–
–
17,132
2,420
6,964
65
–
–
2,143
90
33
7,099
35,744
45,109
–
57
2
–
21,532
21,591
6,119
5,318
51
57
39
3
9
–
6,266
51,375
5,330
26,921
4,690
25,457
215
–
5
9,449
30,367
7,377
7,594
–
–
–
–
7,377
16,826
306
–
306
17,132
–
8
93
5
7,700
38,067
13,308
–
13,308
51,375
1
24
11
–
–
36
–
14,517
103
439
1
15,060
15,096
11,825
–
11,825
26,921
26,258
971
15,524
–
–
42,753
32,445
5,165
422
11,234
49,266
92,019
1,267
11,437
13,135
1,088
690
27,617
3,068
9,714
1,114
977
3,494
18,367
45,984
45,277
758
46,035
92,019
–
–
–
(24,231)
(57,276)
(81,507)
(43,882)
–
–
–
(43,882)
(125,389)
–
(43,882)
–
–
–
(43,882)
28,401
1,118
15,559
–
–
45,078
–
5,219
488
11,273
16,980
62,058
8,378
–
13,426
1,088
695
23,587
–
18,039
(24,231)
–
–
–
–
(24,231)
(68,113)
(57,276)
–
(57,276)
(125,389)
1,225
1,509
3,500
24,273
47,860
13,440
758
14,198
62,058
(a)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
(b) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
177
Financial StatementsUnilever Annual Report and Accounts 2019 Additional information for US listing purposes continued
Cash flow statement
for the year ended 31 December 2019
Net cash flow from/(used in) operating activities
Net cash flow from/(used in) investing activities
Net cash flow from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
Cash flow statement
for the year ended 31 December 2018(b)
Net cash flow from/(used in) operating activities
Net cash flow from/(used in) investing activities
Net cash flow from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
Cash flow statement
for the year ended 31 December 2017(b)
Net cash flow from/(used in) operating activities
Net cash flow from/(used in) investing activities
Net cash flow from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
Unilever
Group
8,109
(2,237)
(4,667)
1,205
3,090
(179)
4,116
Unilever
Group
7,318
4,644
(12,113)
(151)
3,169
72
3,090
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries Eliminations
€ million
€ million
€ million
1
2,681
(2,613)
69
6
5
80
1,127
(1,887)
768
8
7
(15)
–
(21)
4,378
(4,357)
–
(1)
–
(1)
7,002
(4,720)
(1,154)
1,128
3,078
(169)
4,037
–
(2,689)
2,689
–
–
–
–
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever
parent
entities(a)
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries
Eliminations
€ million
€ million
€ million
–
1,088
(1,097)
(9)
–
15
6
952
1,196
(2,190)
(42)
23
26
7
(6)
(63)
69
–
(1)
–
(1)
6,372
4,619
(11,091)
(100)
3,147
31
3,078
–
(2,196)
2,196
–
–
–
–
€ million
Unilever
Capital
Corporation
subsidiary
issuer
–
(3,884)
3,873
(11)
–
11
–
€ million
Unilever
parent
entities(a)
948
(7,123)
6,254
€ million
Unilever
United
States Inc.
subsidiary
guarantor
(40)
(1,062)
1,103
79
5
(61)
23
1
(2)
–
(1)
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
6,971
5,136
(12,196)
(89)
3,195
41
3,147
–
1,054
(1,054)
–
–
–
–
Unilever
Group
7,879
(5,879)
(2,020)
(20)
3,198
(9)
3,169
(a)
The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder
constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever
Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
(b) Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.
178
Unilever Annual Report and Accounts 2019 Cautionary Statement
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: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain
competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever's 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.
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 Group’s 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 Group’s filings with the London Stock Exchange, Euronext
Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2019 and the Unilever Annual Report and
Accounts 2019.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such. The Annual Report
on Form 20-F 2019 is separately filed with the US Securities and Exchange Commission and is available on our corporate website
www.unilever.com
In addition, a printed copy of the Annual Report on Form 20-F 2019 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 Unilever Annual Report and Accounts 2019 or the Annual Report on Form 20-F 2019.
Designed and produced by Unilever Communications.
Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.
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These papers are 100% recycled and manufactured using de-inked post-consumer waste. All the pulp is
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For further information about
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Unilever N.V.
Head Office and Registered Office
Weena 455, PO Box 760
3000 DK Rotterdam
The Netherlands
T +31 (0)10 217 4000
Commercial Register
Number: 24051830
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